UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20172020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to

Commission File Number: 001-37785

 

Reata Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

DELAWAREDelaware

 

11-3651945

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

2801 Gateway Dr, Suite 1505320 Legacy Drive
Irving,Plano, Texas

 

7506375024

(Address of principal executive offices)

 

(Zip Code)

(972) 865-2219

(Registrant’s telephone number, including area code: (972) 865-2219code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.001 Per Share

RETA

NASDAQ Global Market

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes     No  

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

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a small reporting company)☐  

  

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

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 

As of November 9, 2017,4, 2020, the registrant had 19,842,13428,836,422 shares of Class A common stock, $0.001 par value per share, and 6,272,3355,044,931 shares of Class B common stock, $0.001 par value per share, outstanding.

 

 

 


 


TABLE OF CONTENTS

 

 

 

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

1

DEFINED TERMS

3

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

4

 

Consolidated Balance Sheets

4

 

Consolidated Statements of Operations

5

 

Consolidated Statements of Cash FlowsStockholders’ Equity (Deficit)

6

 

Consolidated Statements of Cash Flows

7

Notes to Unaudited Consolidated Financial Statements

78

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1517

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3335

Item 4.

Controls and Procedures

3436

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

3536

Item 1A.

Risk Factors

3536

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3536

Item 3.

Defaults Upon Senior Securities

3536

Item 4.

Mine Safety Disclosures

3537

Item 5.

Other Information

3537

Item 6.

Exhibits

3738

Signatures

3839

 

 

 

2


 

i


CAUTIONARY NOTE REGARDING FORWARD-LOOKINGFORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties.  We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.  AllIn this Quarterly Report on Form 10-Q, all statements, other than statements of historical or present facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position,condition, future revenues, projected costs, prospects, business strategy, and plans and objectives of management for future operations, are forward-looking statements.  The words “anticipate,”In some cases, you can identify forward-looking statements by terminology such as “believe,” “goals,” “continue,” “could,” “estimate,” “model,” “expect,” “intend,“will,” “may,” “might,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “project,” “model,” “should,” “would,” “plan,” “potential,“expect,” “predict,” “project,“could,” “seek,” “should,“goals,“target,” “will,” “would,“potential,”  and similar terms or expressions are intended to identify forward-looking statements.that concern our expectations, strategy, plans, or intentions.  These forward-looking statements include, but are not limited to, statements about:

our expectations regarding the timing, costs, conduct, and outcome of our clinical trials, including statements regarding the timing of the initiation and availability of data from such trials;

our expectations regarding the timing, costs, conduct, and outcome of our clinical trials, including statements regarding the timing of the initiation and availability of data from such trials;

the timing and likelihood of regulatory filings and approvals for our product candidates;

the timing and likelihood of regulatory filings and approvals for our product candidates;

our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use, and the potential market opportunities for commercializing our product candidates;

whether regulatory authorities determine that additional trials or data are necessary in order to accept a new drug application for review and/or approval;

our expectations related to the use of our available cash;

our ability to obtain funding for our operations, including funding necessary to complete further development and commercialization of our product candidates;

estimates of our expenses, future revenue, capital requirements, and our needs for additional financing;

our plans to research, develop, and commercialize our product candidates;

our ability to develop, acquire, and advance product candidates into, and successfully complete, clinical trials;

the commercialization of our product candidates, if approved;

the initiation, timing, progress, and results of future preclinical studies and clinical trials, and our research and development programs;

the rate and degree of market acceptance of our product candidates;

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;

our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use, and the potential market opportunities for commercializing our product candidates;

our ability to maintain and establish collaborations or obtain additional funding;

the success of competing therapies that are or may become available;

our ability to maintain and establish relationships with third parties, such as contract research organizations, suppliers, and distributors;

our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates;

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act;

our ability to license additional intellectual property relating to our product candidates and to comply with our existing license agreements;

our ability to establish and maintain arrangements for manufacture of our product candidates;

our ability to maintain and establish relationships with third parties, such as contract research organizations, contract development and manufacturing organizations, suppliers, and distributors;

our ability to attract collaborators with development, regulatory, and commercialization expertise;

our ability to maintain and establish collaborators with development, regulatory, and commercialization expertise;

the impact of governmental laws and regulations;

our ability to attract and retain key scientific or management personnel;

developments and projections relating to our competitors and our industry; and

our ability to grow our organization and increase the size of our facilities to meet our anticipated growth;

the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

other risks and uncertainties, including those described under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 3, 2017, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017.

our expectations related to the use of our available cash;

our ability to develop, acquire, and advance product candidates into, and successfully complete, clinical trials;


the initiation, timing, progress, and results of future preclinical studies and clinical trials, and our research and development programs;

the impact of governmental laws and regulations and regulatory developments in the United States and foreign countries;

developments and projections relating to our competitors and our industry;

the impact of the coronavirus disease (COVID-19) on our clinical trials, our supply chain, and our operations; and

other risks and uncertainties, including those described under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission (SEC) on February 19, 2020, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 11, 2020.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements.  Factors that may cause actual results to differ materially from current expectations include, among other things, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, and under the heading “Risk Factors” in Part II, Item 1A, of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.  Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.


DEFINED TERMS

Unless the context requires otherwise, references to “Reata,” “the Company,” “we,” “us,” or “our” in this Quarterly Report on Form 10-Q refer to Reata Pharmaceuticals, Inc. and its subsidiaries.  We also have used several other terms in this Quarterly Report on Form 10-Q, most of which are explained or defined below.

 

Abbreviated Term

Defined Term

AbbVie

AbbVie Inc.

ADL

Activities of Daily Living questionnaire

ADPKD

Autosomal dominant polycystic kidney disease

AE

Adverse event

ALS

Amyotrophic lateral sclerosis

ASU

Accounting Standards Update

Bardoxolone

Bardoxolone methyl

BXLS

Blackstone Life Sciences, LLC

CARES Act

Coronavirus Aid, Relief, and Economic Security Act

CGIC

Clinical global impression of change

CKD

Chronic kidney disease

COVID-19

Coronavirus disease

CRO

Contract research organization

eGFR

Estimated glomerular filtration rate

ESKD

End stage kidney disease

Exchange Act

Securities Exchange Act of 1934

FA

Friedreich’s ataxia

FARA

Friedreich’s Ataxia Research Alliance

FASB

Financial Accounting Standards Board

FDA

United States Food and Drug Administration

FSGS

Focal segmental glomerulosclerosis

GFR

Glomerular filtration rate

IgAN

IgA nephropathy

IST

Investigator-Sponsored Trial

KKC

Kyowa Kirin Co., Ltd.

mFARS

Modified Friedreich’s Ataxia Rating Scale

NDA

New Drug Application

NYU

New York University Grossman School of Medicine

PGIC

Patient global impression of change

Registrational trial

An adequate and well-controlled trial designed to be sufficient to apply for regulatory

approval of a drug candidate, although notwithstanding the Company’s design a

regulatory agency may determine that further clinical studies or data are required

SAE

Serious adverse event

Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002

SEC

U.S. Securities and Exchange Commission

T1D CKD

Type 1 diabetic CKD

T2D CKD

Type 2 diabetic CKD

3


 


PART I - FINANCIALFINANCIAL INFORMATION

 

 

Item 1. Financial Statements.

Reata Pharmaceuticals, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

 

 

September 30, 2020

 

 

December 31, 2019

 

 

September 30,

2017

(unaudited)

 

 

December 31,

2016

 

 

(unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

154,600

 

 

$

84,732

 

 

$

578,263

 

 

$

664,324

 

Prepaid expenses and other current assets

 

 

3,246

 

 

 

2,551

 

 

 

6,566

 

 

 

4,952

 

Income tax receivable

 

 

22,203

 

 

 

0

 

Total current assets

 

 

157,846

 

 

 

87,283

 

 

 

607,032

 

 

 

669,276

 

Property and equipment, net

 

 

774

 

 

 

819

 

 

 

4,664

 

 

 

2,996

 

Other assets

 

 

1,760

 

 

 

991

 

 

 

1,301

 

 

 

10,148

 

Total assets

 

$

160,380

 

 

$

89,093

 

 

$

612,997

 

 

$

682,420

 

Liabilities and stockholders’ deficit

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,527

 

 

$

3,830

 

 

 

9,081

 

 

 

1,908

 

Accrued direct research liabilities

 

 

10,014

 

 

 

6,151

 

 

 

17,991

 

 

 

23,774

 

Other current liabilities

 

 

6,474

 

 

 

3,047

 

 

 

15,002

 

 

 

11,631

 

Current portion of payable to collaborators

 

 

0

 

 

 

150,000

 

Current portion of deferred revenue

 

 

30,588

 

 

 

46,603

 

 

 

4,688

 

 

 

4,701

 

Total current liabilities

 

 

49,603

 

 

 

59,631

 

 

 

46,762

 

 

 

192,014

 

Other long-term liabilities

 

 

7

 

 

 

72

 

 

 

2,820

 

 

 

6,982

 

Term loan, net of discounts and debt issuance costs

 

 

19,833

 

 

 

 

Term loan, net of debt issuance costs

 

 

0

 

 

 

155,017

 

Liability related to sale of future royalties, net

 

 

304,663

 

 

 

0

 

Payable to collaborators, net of current portion

 

 

71,726

 

 

 

66,862

 

Deferred revenue, net of current portion

 

 

223,359

 

 

 

244,438

 

 

 

1,182

 

 

 

4,688

 

Total noncurrent liabilities

 

 

243,199

 

 

 

244,510

 

 

 

380,391

 

 

 

233,549

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Common stock A, $0.001 par value:

500,000,000 shares authorized; issued and outstanding – 18,630,799 and

11,687,974 shares at September 30, 2017 and December 31, 2016

 

 

19

 

 

 

12

 

Common stock B, $0.001 par value:

150,000,000 shares authorized; issued and outstanding – 7,483,670 and

10,656,920 shares at September 30, 2017 and December 31, 2016

 

 

7

 

 

 

11

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock A, $0.001 par value:

500,000,000 shares authorized; issued and outstanding – 28,833,595 and

27,878,550 at September 30, 2020 and December 31, 2019, respectively

 

 

29

 

 

 

28

 

Common stock B, $0.001 par value:

150,000,000 shares authorized; issued and outstanding – 5,045,092 and

5,318,157 shares at September 30, 2020 and December 31, 2019, respectively

 

 

5

 

 

 

5

 

Additional paid-in capital

 

 

188,030

 

 

 

74,298

 

 

 

1,078,279

 

 

 

967,317

 

Shareholder notes receivable

 

 

(15

)

 

 

(15

)

Accumulated deficit

 

 

(320,463

)

 

 

(289,354

)

 

 

(892,469

)

 

 

(710,493

)

Total stockholders’ deficit

 

 

(132,422

)

 

 

(215,048

)

Total liabilities and stockholders’ deficit

 

$

160,380

 

 

$

89,093

 

Total stockholders’ equity

 

 

185,844

 

 

 

256,857

 

Total liabilities and stockholders’ equity

 

$

612,997

 

 

$

682,420

 

 

See accompanying notes.


4


Reata Pharmaceuticals, Inc.

Unaudited Consolidated Statements of Operations

(in thousands, except share and per share data)

 

 

Three Months ended

 

 

Nine Months ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

September 30

 

 

September 30

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Collaboration revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License and milestone

 

$

12,501

 

 

$

12,500

 

 

$

37,594

 

 

$

37,230

 

 

$

1,182

 

 

$

7,898

 

 

$

3,519

 

 

$

23,437

 

Other revenue

 

 

56

 

 

 

51

 

 

 

500

 

 

 

125

 

 

 

219

 

 

 

344

 

 

 

2,308

 

 

 

409

 

Total collaboration revenue

 

 

12,557

 

 

 

12,551

 

 

 

38,094

 

 

 

37,355

 

 

 

1,401

 

 

 

8,242

 

 

 

5,827

 

 

 

23,846

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

18,326

 

 

 

9,300

 

 

 

50,830

 

 

 

27,681

 

 

 

37,183

 

 

 

32,279

 

 

 

121,620

 

 

 

87,948

 

General and administrative

 

 

6,151

 

 

 

4,039

 

 

 

17,312

 

 

 

11,783

 

 

 

18,314

 

 

 

14,283

 

 

 

55,701

 

 

 

36,027

 

Depreciation and amortization

 

 

98

 

 

 

170

 

 

 

336

 

 

 

537

 

Depreciation

 

 

289

 

 

 

258

 

 

 

851

 

 

 

659

 

Total expenses

 

 

24,575

 

 

 

13,509

 

 

 

68,478

 

 

 

40,001

 

 

 

55,786

 

 

 

46,820

 

 

 

178,172

 

 

 

124,634

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

198

 

 

 

62

 

 

 

352

 

 

 

113

 

Interest expense

 

 

(484

)

 

 

 

 

 

(956

)

 

 

 

Other income (expense)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

Total other income (expense)

 

 

(289

)

 

 

62

 

 

 

(607

)

 

 

113

 

Other income (expense), net

 

 

(11,164

)

 

 

(1,078

)

 

 

(31,967

)

 

 

(2,380

)

Loss before taxes on income

 

 

(12,307

)

 

 

(896

)

 

 

(30,991

)

 

 

(2,533

)

 

 

(65,549

)

 

 

(39,656

)

 

 

(204,312

)

 

 

(103,168

)

Provision (benefit) for taxes on income

 

 

1

 

 

 

1

 

 

 

2

 

 

 

(442

)

Benefit from (provision for) taxes on income

 

 

93

 

 

 

(38

)

 

 

22,336

 

 

 

(60

)

Net loss

 

$

(12,308

)

 

$

(897

)

 

$

(30,993

)

 

$

(2,091

)

 

$

(65,456

)

 

$

(39,694

)

 

$

(181,976

)

 

$

(103,228

)

Net loss per share—basic and diluted

 

$

(0.50

)

 

$

(0.04

)

 

$

(1.34

)

 

$

(0.11

)

 

$

(1.94

)

 

$

(1.32

)

 

$

(5.45

)

 

$

(3.44

)

Weighted-average number of common shares used in net loss

per share basic and diluted

 

 

24,845,364

 

 

 

22,324,374

 

 

 

23,196,293

 

 

 

18,970,128

 

 

 

33,713,507

 

 

 

30,110,391

 

 

 

33,401,599

 

 

 

30,004,211

 

 

See accompanying notes.


Reata Pharmaceuticals, Inc.

Unaudited Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)

 

 

Three Months Ended September 30, 2020

 

 

 

Common Stock A

 

 

Common Stock B

 

 

Additional

Paid-In

 

 

Total

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at June 30, 2020

 

 

28,526,532

 

 

$

29

 

 

 

5,058,319

 

 

$

5

 

 

$

1,058,606

 

 

$

(827,013

)

 

$

231,627

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65,456

)

 

 

(65,456

)

Compensation expense

   related to stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,580

 

 

 

 

 

 

11,580

 

Exercise of options

 

 

 

 

 

 

 

 

293,836

 

 

 

 

 

 

8,093

 

 

 

 

 

 

8,093

 

Conversion of common stock

   Class B to Class A

 

 

307,063

 

 

 

 

 

 

(307,063

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2020

 

 

28,833,595

 

 

$

29

 

 

 

5,045,092

 

 

$

5

 

 

$

1,078,279

 

 

$

(892,469

)

 

$

185,844

 

 

 

Nine Months Ended September 30, 2020

 

 

 

Common Stock A

 

 

Common Stock B

 

 

Additional

Paid-In

 

 

Total

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2019

 

 

27,878,550

 

 

$

28

 

 

 

5,318,157

 

 

$

5

 

 

$

967,317

 

 

$

(710,493

)

 

$

256,857

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

(181,976

)

 

 

(181,976

)

Compensation expense

   related to stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

$

45,684

 

 

 

 

 

 

45,684

 

Exercise of options

 

 

 

 

 

 

 

 

341,187

 

 

 

 

 

$

9,879

 

 

 

 

 

 

9,879

 

Conversion of common stock

   Class B to Class A

 

 

614,252

 

 

 

1

 

 

 

(614,252

)

 

 

 

 

$

 

 

 

 

 

 

1

 

Issuance of Common Stock

 

 

340,793

 

 

 

 

 

 

 

 

 

 

 

 

55,399

 

 

 

 

 

 

55,399

 

Balance September 30, 2020

 

 

28,833,595

 

 

$

29

 

 

 

5,045,092

 

 

$

5

 

 

$

1,078,279

 

 

$

(892,469

)

 

$

185,844

 

 

 

 

 

Three Months Ended September 30, 2019

 

 

 

Common Stock A

 

 

Common Stock B

 

 

Additional

Paid-In

 

 

Total

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

Balance at June 30, 2019

 

 

24,466,407

 

 

$

24

 

 

 

5,631,527

 

 

$

6

 

 

$

450,354

 

 

$

(483,857

)

 

$

(33,473

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39,694

)

 

 

(39,694

)

Compensation expense

   related to stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,380

 

 

 

 

 

 

5,380

 

Exercise of options

 

 

 

 

 

 

 

 

26,565

 

 

 

 

 

 

363

 

 

 

 

 

 

363

 

Conversion of common stock

   Class B to Class A

 

 

59,361

 

 

 

1

 

 

 

(59,361

)

 

 

 

 

 

 

 

 

 

 

 

1

 

Balance at September 30, 2019

 

 

24,525,768

 

 

$

25

 

 

 

5,598,731

 

 

$

6

 

 

$

456,097

 

 

$

(523,551

)

 

$

(67,423

)

5


 

 

Nine Months Ended September 30, 2019

 

 

 

Common Stock A

 

 

Common Stock B

 

 

Additional

Paid-In

 

 

Total

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity (Deficit)

 

Balance at December 31, 2018

 

 

24,000,683

 

 

$

24

 

 

 

5,728,175

 

 

$

6

 

 

$

435,452

 

 

$

(420,323

)

 

$

15,159

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(103,228

)

 

 

(103,228

)

Compensation expense

   related to stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,090

 

 

 

 

 

 

14,090

 

Exercise of options

 

 

 

 

 

 

 

 

395,641

 

 

 

 

 

 

6,448

 

 

 

 

 

 

6,448

 

Conversion of common stock

   Class B to Class A

 

 

525,085

 

 

 

1

 

 

 

(525,085

)

 

 

 

 

 

 

 

 

 

 

 

1

 

Other shareholder

   transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107

 

 

 

 

 

 

107

 

Balance at September 30, 2019

 

 

24,525,768

 

 

$

25

 

 

 

5,598,731

 

 

$

6

 

 

$

456,097

 

 

$

(523,551

)

 

$

(67,423

)

 

See accompanying notes.


Reata Pharmaceuticals, Inc.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

 

 

Nine Months ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(30,993

)

 

$

(2,091

)

 

$

(181,976

)

 

$

(103,228

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

414

 

 

 

537

 

Depreciation

 

 

851

 

 

 

659

 

Amortization of debt issuance costs and implied interest

 

 

5,850

 

 

 

1,017

 

Non-cash interest expense on liability related to sale of future royalty

 

 

11,077

 

 

 

0

 

Stock-based compensation expense

 

 

4,730

 

 

 

1,451

 

 

 

45,684

 

 

 

14,090

 

Loss on disposal of property and equipment

 

 

3

 

 

 

 

Loss on extinguishment of debt

 

 

11,183

 

 

 

0

 

Gain on lease termination

 

 

(816

)

 

 

0

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

(695

)

 

 

(2,899

)

Other assets

 

 

(769

)

 

 

(451

)

Income tax receivable

 

 

(22,203

)

 

 

0

 

Prepaid expenses and other current assets and other assets

 

 

150

 

 

 

(1,879

)

Accounts payable

 

 

(1,409

)

 

 

(2,235

)

 

 

7,033

 

 

 

(440

)

Accrued direct research and other current liabilities

 

 

7,355

 

 

 

2,869

 

Other liabilities

 

 

(65

)

 

 

 

Federal income tax receivable/payable

 

 

 

 

 

31,926

 

Accrued direct research, other current, and long-term liabilities

 

 

(514

)

 

 

11,442

 

Payable to collaborators

 

 

(150,000

)

 

 

0

 

Deferred revenue

 

 

(37,094

)

 

 

(37,230

)

 

 

(3,519

)

 

 

(23,437

)

Net cash used in operating activities

 

 

(58,523

)

 

 

(8,123

)

 

 

(277,200

)

 

 

(101,776

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(208

)

 

 

(281

)

 

 

(539

)

 

 

(2,420

)

Net cash used in investing activities

 

 

(208

)

 

 

(281

)

 

 

(539

)

 

 

(2,420

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

108,910

 

 

 

64,705

 

Payments on deferred offering costs

 

 

(386

)

 

 

(2,531

)

Proceeds from long-term debt

 

 

20,000

 

 

 

 

Payments on deferred discount and issuance costs

 

 

(251

)

 

 

 

Proceeds from issuance of common stock, net

 

 

55,398

 

 

 

0

 

Payments on long-term debt

 

 

(167,170

)

 

 

0

 

Exercise of options

 

 

371

 

 

 

(73

)

 

 

9,879

 

 

 

6,448

 

Payment of capital lease obligation

 

 

(45

)

 

 

(45

)

Proceeds from sale of future royalties, net

 

 

293,571

 

 

 

107

 

Net cash provided by financing activities

 

 

128,599

 

 

 

62,056

 

 

 

191,678

 

 

 

6,555

 

Net increase in cash and cash equivalents

 

 

69,868

 

 

 

53,652

 

Net decrease in cash and cash equivalents

 

 

(86,061

)

 

 

(97,641

)

Cash and cash equivalents at beginning of year

 

 

84,732

 

 

 

42,008

 

 

 

664,324

 

 

 

337,790

 

Cash and cash equivalents at end of period

 

$

154,600

 

 

$

95,660

 

 

$

578,263

 

 

$

240,149

 

Supplemental disclosures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

727

 

 

$

 

 

$

8,021

 

 

$

6,226

 

Purchases of equipment in accounts payable and other current liabilities

 

$

106

 

 

$

13

 

Accrued deferred offering costs

 

$

18

 

 

$

348

 

Income taxes paid

 

$

 

 

$

18

 

Non-cash activity:

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations

 

$

0

 

 

$

8,262

 

Purchases of equipment in accounts payable, accrued direct research, other current, and long-term liabilities

 

$

2,282

 

 

$

145

 

 

See accompanying notes.

 


6


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements

 

 

1. Description of Business

Reata Pharmaceuticals, Inc. (the Company)The Company’s mission is a clinical stage biopharmaceutical company located in Irving, Texas focusedto identify, develop, and commercialize innovative therapies that change patients’ lives for the better.  The Company focuses on identifying, developing, and commercializing product candidates to address serious andsmall-molecule therapeutics with novel mechanisms of action for the treatment of severe, life-threatening diseases with few or no approved therapies by targeting molecular pathways that regulate cellular metabolismtherapies.  The Company’s lead programs are in rare forms of chronic kidney disease (CKD) and inflammation.a rare neurological disease.  The Company operates as a single segmentannounced positive topline data from registrational trials for both of business.

The Company’sits lead product candidates, bardoxolone methyl and omaveloxolone, activate the important transcription factor Nrf2 to restore mitochondrial function, reduce oxidative stress, and resolve inflammation.

The Company is currently conducting three Phase 3 or other potentially registrational trials.  Bardoxolone methyl is being studied(bardoxolone) in a single, pivotal Phase 2/3 trial, known as CARDINAL, for the treatment of chronic kidney disease (CKD)patients with CKD caused by Alport syndrome, and omaveloxolone in patients with a Phase 3 trial, known as CATALYST, forneurological disorder called Friedreich’s ataxia (FA).  Both bardoxolone and omaveloxolone activate the treatmenttranscription factor Nrf2 to normalize mitochondrial function, restore redox balance, and resolve inflammation.  Because mitochondrial dysfunction, oxidative stress, and inflammation are features of pulmonary arterial hypertension associated with connective tissue disease (CTD-PAH).  The Company began enrolling patients in the Phase 3 portion of CARDINAL in August 2017, after having announced preliminary results from the trial.  On November 3, 2017,many diseases, the Company announced primary endpointbelieves bardoxolone and other 12 week data from the ongoing Phase 2 portion of CARDINAL.  Omaveloxolone is being studiedomaveloxolone have many potential clinical applications.  Reata possesses exclusive, worldwide rights to develop, manufacture and commercialize bardoxolone, omaveloxolone, and our next-generation Nrf2 activators, excluding certain Asian markets for bardoxolone in a two-part Phase 2 trial, known as MOXIe, for the treatment of Friedreich’s ataxia.  The Company announced data from part 1 of MOXIe in June 2017 and began enrolling patients in October 2017 in part 2 of the trial,certain indications, which is potentially registrational.

The Company is also currently conducting trials in four other areas.  In October 2017, we began activating sites in a Phase 2 trial, known as PHOENIX,are licensed to test bardoxolone methyl in the treatment of other rare kidney diseases.  Bardoxolone methyl is currently being studied in a Phase 2 trial, known as LARIAT, for the treatment of PAH and pulmonary hypertension due to interstitial lung disease (PH-ILD)Kyowa Kirin Co., Ltd. (KKC).  Omaveloxolone is being studied in a two-part Phase 2 trial for the treatment of mitochondrial myopathies, known as MOTOR, and a Phase 1b/2 trial for the treatment of metastatic melanoma, known as REVEAL.  

In addition to these ongoing trials, the Company conducted a Phase 1 trial of RTA 901 in healthy volunteers, with no safety or tolerability issues, and is evaluating various options in the design and timing of a Phase 2 trial.  Beyond its clinical programs, the Company has additional promising preclinical development programs.  The Company believes its product candidates and preclinical programs have the potential to improve clinical outcomes in numerous underserved patient populations.

The Company’s consolidated financial statements include the accounts of all majority-owned subsidiaries that are required to be consolidated.subsidiaries.  Accordingly, the Company’s share of net earnings and losses from these subsidiaries is included in the consolidated statements of operations.  Intercompany profits, transactions, and balances have been eliminated in consolidation.

On May 25, 2016, the Company’s registration statement on Form S-1 (File No. 333-208843) relating to its initial public offering (IPO) of its common stock was declared effective by the U.S. Securities and Exchange Commission.  The shares began trading on The NASDAQ Global Market on May 26, 2016.  The public offering price of the shares sold in the offering was $11.00 per share.  The IPO closed on June 1, 2016, for 6,325,000 shares of its Class A common stock, which included 825,000 shares of its Class A common stock issued pursuant to the over-allotment option granted to the underwriters.  The Company received total proceeds from the offering of $60.9 million, net of underwriting discounts and commissions and offering expenses.

On August 1, 2017, the Company closed a follow-on underwritten public offering of 3,737,500 shares of its Class A common stock, which included 487,500 shares of its Class A common stock issued pursuant to an option granted to the underwriters, for gross proceeds of $115.9 million.  The Company received total proceeds from the offering of $108.5 million, after deducting underwriting discounts and commissions and offering expenses.

7


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. 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 notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the nine months ended September 30, 2017,2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2020.  The consolidated balance sheet at December 31, 2016,2019, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  For further information, refer to the annual consolidated financial statements and footnotes thereto of the Company.

Revenue RecognitionSummary of Significant Accounting Policies

The significant accounting policies used in the preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2020 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s revenueAnnual Report on Form 10-K for the year ended December 31, 2019, except as noted below with respect to date has been generated primarily through collaborative licensing agreements with AbbVie Ltd. (AbbVie) and Kyowa Hakko Kirin Co., Ltd. (KHK).  Revenues for periods shown consist of the recognition of deferred revenue from upfront payments and milestone payments received in 2012 and prior years.  The Company has not generated any revenue based onCompany’s liability related to the sale of products.future royalties and as noted within the “Recent Accounting Pronouncements – Recently Adopted Accounting Pronouncements” section.

InLiability Related to Sale of Future Royalties

On June 2013,10, 2020, the Company entered into a research collaborationDevelopment and Commercialization Funding Agreement with a disease advocacy organization.  Under the agreement, the Company may be provided milestone payments to fund research and development activities.  The Company recorded collaboration revenue totaling $500,000 related to milestone payments during the nine months ended September 30, 2017.

Research and Development Costs

AbbVie is not currently participating inan affiliate of Blackstone Life Sciences, LLC (BXLS) that provides funding for the development and commercialization of bardoxolone methyl for the treatment of CKD caused by Alport syndrome, PAH, PH-ILD, orautosomal dominant polycystic kidney disease (ADPKD), and certain other rare kidney diseases, and we are therefore incurring all costsCKD indications in return for this program.  With respect to its omaveloxolone programs and its collaboration agreement with AbbVie,future royalties (Development Agreement).  The Company accounted for the Development Agreement as a sale of future revenues resulting in a debt classification, primarily because the Company was responsible for a certain initial amounthas significant continuing involvement in early development costs before AbbVie began sharing development costs equally.  As of April 2016,generating the future revenue on which the royalties are based. The debt will be amortized under the effective interest rate method and, accordingly, the Company had incurred allis recognizing non-cash interest expense over the estimated term of these initial costs, after which payments from AbbVie with respect to research and development costs incurred by the Company were recorded as a reduction in research and development expenses.

In September 2016, the Company and AbbVie mutually agreed that the Company would continue unilateral development of omaveloxolone.  Therefore, AbbVie no longer co-funds the exploratory development costs of this program, but retains the right to opt back in at certain points in development. For the three and nine months ended September 30, 2017, no paymentsDevelopment Agreement. The liability related to shared researchsale of future royalties, and developmentsthe debt amortization, are based


on the Company’s current estimate of future royalties expected to be paid over the estimated term of the Development Agreement. The Company will periodically assess the expected royalty payments and, if materially different than its previous estimate, will prospectively adjust and recognize the related non-cash interest expense. The transaction costs were received.associated with the liability will be amortized to non-cash interest expense over the estimated term of the Development Agreement. See Note 5, Liability Related to Sale of Future Royalties, of Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Fair Value Measurements

The Company basescategorizes its expense accruals related to clinical trials on its estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on its behalf.  The financial terms of these agreements vary from contract to contract and may result in uneven payment flows.  Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones.  In accruing costs, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period.  If the Company does not identify costs that it has begun to incur or if the Company underestimates or overestimates the level of services performed or the costs of these services, its actual expenses could differ from its estimates.

To date, the Company has not experienced significant changes in its estimates of accrued research and development expenses after a reporting period.  However, due to the nature of estimates, the Company cannot assure that it will not make changes to its estimates in the future as the Company becomes aware of additional information about the status or conduct of its clinical trials and other research activities.

8


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

Stock-Based Compensation

The Company accounts for its equity-based compensation awards in accordance with Accounting Standard Codification ASC 718 Compensation—Stock Compensation (ASC 718).  ASC 718 requires companies to recognize compensation expense using ainstruments measured at fair value based method for costs related to stock-based payments, including stock options.  The expense is measured based oninto a three-level fair value hierarchy that prioritizes the grant dateinputs used in determining the fair value of the awards thatasset or liability. The three levels of the fair value hierarchy are expected to vest, and the expense is recorded over the applicable requisite service period.as follows:

Level 1 - Financial instruments that have values based on unadjusted quoted prices for identical assets or liabilities in an active market which the Company has the ability to access at the measurement date.

Level 2 - Financial instruments that have values based on quoted market prices in markets where trading occurs infrequently or that have values based on quoted prices of instruments with similar attributes in active markets.

Level 3 - Financial instruments that have values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.

The Company uses the Black-Scholes option-pricing model to estimatehas determined the fair value of stock option awards, which takes into consideration various factors, including the exercise priceliability related to the sale of future royalties is based on the Company’s current estimates of future royalties expected to be paid to BXLS, over the life of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price based on peer companies, and the risk-free interest rate.  The Company accounts for forfeitures of share-based awards when they occur.

Prior to the Company’s IPO of its common stock, the fair values of the shares of common stock underlying the Company’s share-based awards were estimated on each grant date using a probability-weighted expected return method.  Following the close of its IPO in June 2016, the fair values of its common stock underlying its share-based awards were estimated using observable market prices.

Risks and Uncertainties

The Company has experienced losses and negative operating cash flows for many years since inception and has no marketed drug or other products.  The Company’s ability to generate future revenue depends upon the results of its development programs, the success ofarrangement, which cannot be guaranteed.  The Company will need to raise additional equity or debt capital in the future in order to fund its operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair values of the Company’s stockholder notes receivable were approximately $34,000 and $28,000 at September 30, 2017 and December 31, 2016, respectively.  The fair value was calculated using an income approach to estimate the present value of expected future cash flows to be received under the notes.  The measurement is considered to be based primarily on Level 3 inputs used in the calculation, including the discount rate applied and the estimate of future cash flows.

Net Loss per Share

Basic and diluted net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents.  The Company’s potentially dilutive shares, which include unvested restricted stock and options to purchase common stock, are considered Level 3. See Note 5, Liability Related to be common stock equivalents and are only included in the calculationSale of diluted net income (loss) per share when their effect is dilutive.  For periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The Company uses the two-class method to compute net loss per common share attributable to common stockholders because the Company has issued securities, other than Class A and Class B common stock, that contractually entitle the holders to participate in dividends and earningsFuture Royalties, of the Company.  The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings.  Holders of restricted common stock are entitled to the dividend amount paid to common stockholders on an as-if-converted-to-common stock basis when declared by the Company’s Board of Directors.  As a result, all restricted common stock are considered to be participating securities.

9


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)contained in this Quarterly Report on Form 10-Q.

Deferred Offering Costs

Deferred offering costs, which primarily consist of direct incremental accounting, legal, and printing fees relating to the IPO and a follow-on underwritten public offering, were initially capitalized.  The deferred offering costs totaling $3,489,000 and $386,000 were subsequently offset against total proceeds from the IPO and the follow-on offering upon the completion of the offerings on June 1, 2016 and August 1, 2017, respectively.

Debt Issuance Costs

The Company defers costs related to debt issuance and amortizes these costs to interest expense over the term of the debt, using the effective interest method.  Debt issuance costs are presented in the balance sheet as a deduction from the carrying amount of the debt liability.

RecentRecently Adopted Accounting Pronouncements

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act).  Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.  The Company has irrevocably elected not to avail itself of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

In May 2014,February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)Topic 842, amended by ASU 2018-11, Leases (Topic 842): Targeted Improvements. The new guidance requires a lessee to recognize assets and liabilities for all leases with lease terms of more than 12 months and provide additional disclosures. Topic 842 requires adoption using a modified retrospective transition approach with either 1) transition provisions at the beginning of the earliest comparative period with its cumulative adjustment recognized to retained earnings at the beginning of the earliest period presented or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption.  We adopted this standard on January 1, 2019, using the cumulative-effect adjustment approach. We elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019 whereby these contracts were not reassessed or reclassified from their previous assessment as of December 31, 2018.

In November 2018, the FASB issued ASU No. 2014-09, 2018-18, Collaborative Arrangements (Topic 808) (ASU 2018-18).  This update provides clarification on the interaction between Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which supersedesand Collaborative Arrangements (Topic 808) including the revenue recognition requirements in ASC 605, Revenue Recognition.  The FASB has subsequently issued a numberalignment of amendments to ASU 2014-09.  The new standard, as amended, provides a single comprehensive model based onunit of account guidance between the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  To achieve this principle, ASU 2014-09 defines a five-step process, which may include more judgment and estimates than are required under existing GAAP, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation.

The new standardtwo topics.  This update is effective forin fiscal years, including interim and annual periods, beginning after December 15, 2017, with2019, and early application for interim and annual periods beginning after December 15, 2016, permitted, and allows two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption.  

The Company has completed an initial impact assessment of the potential changes from adopting ASU No. 2014-09. The impact assessment consisted of a review of contracts, discussions with key stakeholders, and a cataloging of potential impacts on its financial statements, accounting policies, financial control, and operations. The Company anticipates that the adoption of ASU No. 2014-09 will have an impact on contract revenues generated by collaboration agreements.

The Company has not yet completed its final review of the impact of this guidance; however, the Company anticipates applying the modified retrospective method when implementing this guidance. The Company plans to adopt the new standard effective January 1, 2018. The Company continues to monitor additional changes, modifications, clarifications or interpretations being undertaken by the FASB, which may impact its current conclusions.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The Company adopted ASU 2015-03 as of January 1, 2017.  The recognition and measurement guidance for debt issuance costs were not affected by the amendments in ASU No. 2015-03.  In March 2017, upon entering into a loan and security agreement, $91,000 of debt issuance costs was netted against the principal balance of our outstanding term loan of $20,000,000.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which supersedes ASC 840, Leases.  ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases.  The standard is effective for public companies for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted.  The Company will apply the guidance and disclosure provisions of the new

10


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

standard upon adoption.  The Company is currently evaluatingadopted this standard and has not yet determined what, if any, effect ASU 2016-02 will have on its consolidated operations or financial position but anticipates the recognition of additional assets and corresponding liabilities related to leases on its balance sheet.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718) (ASU 2016-09) which modifies U.S. GAAP by requiring the following, among others: (1) all excess tax benefits and tax deficiencies are to be recognized as income tax expense or benefit on the income statement (excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period); (2) excess tax benefits are to be classified along with other income tax cash flows as an operating activity in the statement of cash flows; (3) in the area of forfeitures, an entity can still follow the current U.S. GAAP practice of making an entity-wide accounting policy election to estimate the number of awards that are expected to vest or may instead account for forfeitures when they occur; and (4) classification as a financing activity in the statement of cash flows of cash paid by an employer to the taxing authorities when directly withholding shares for tax withholding purposes.  ASU 2016-09 is effective for annual periods beginning after December 15, 2016.  The Company adopted ASU 2016-09 as of January 1, 2017, which resulted in an adjustment to retained earnings of $110,000 related to the cumulative effect of the accounting policy election to account for forfeitures of share-based awards when they occur,2020 and an adjustment of $115,000 to recognize excess tax benefits as a component of the provision for income taxes on a prospective basis.  For the nine months ended September 30, 2017, the effect on the provision for income taxes included in the consolidated statement of operations was not significant.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Topic 230) (ASU 2016-15).  This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice.  The ASU is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.  The Company is currently evaluating this standard and has not yet determined what, if any, effect ASU 2016-15 will have on its consolidated results of operations or financial position.

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323) (ASU 2017-03).  This ASU amends the disclosure requirements for ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), ASU No. 2016-02, Leases (Topic 842) and ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU states that if a registrant does not know or cannot reasonably estimate the impact that the adoption of the above ASUs is expected to have on the financial statements, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted.  ASU 2017-03 was effective upon issuance.  The adoption did not have a material impact on the Company’s consolidated financial statements.statements and related disclosure.

In May 2017,August 2018, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) (ASU 2017-09)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.  This ASU providesupdate requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance aboutin ASC 350-40 to determine which changesimplementation costs to defer and recognize as an asset.  This guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.  The Company adopted this standard on January 1, 2020 and its adoption did not have material impact to the termsCompany’s consolidated financial statements and related disclosure.


Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The Board issued this Update as part of its Simplification Initiative to improve areas of GAAP and reduce cost and complexity while maintaining usefulness.  The main provision that impacts the Company is the removal of the exception to the incremental approach of intra-period tax allocation when there is a loss from continuing operations and income or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.gain from other items.  ASU 2017-092019-12 is effective for annual periods, and interim andperiods within those annual periods, beginning after December 15, 2017.2020.  Early adoption is permitted.  We have adoptedpermitted, including adoption in an interim period. The Company is currently evaluating the standard asimpact of June 30, 2017.  The adoption did not have a material impactadopting this guidance on the Company’sits consolidated financial statements.statements.

3. Collaboration Agreements

AbbVie

3. Term Loan

On March 31, 2017,In September 2010, the Company entered into a loanlicense agreement with AbbVie Inc. (AbbVie) (the AbbVie License Agreement) for an exclusive license to develop and securitycommercialize bardoxolone in the Licensee Territory (as defined in the AbbVie License Agreement).

In December 2011, the Company entered into a collaboration agreement (Loanwith AbbVie (the AbbVie Collaboration Agreement) with Oxford Finance LLCto jointly research, develop, and Silicon Valley Bank (collectively,commercialize the Lenders), underCompany’s portfolio of second and later generation oral Nrf2 activators.

On October 9, 2019, the Company and AbbVie entered into an Amended and Restated License Agreement (the Reacquisition Agreement) pursuant to which the LendersCompany reacquired the development, manufacturing, and commercialization rights concerning its proprietary Nrf2 activator product platform originally licensed to AbbVie in the AbbVie License Agreement and the AbbVie Collaboration Agreement.  In exchange for such rights, the Company agreed to lendpay AbbVie $330.0 million, of which $100.0 million was paid as of December 31, 2019, $150.0 million was paid on June 30, 2020, and $80.0 million will be payable on November 30, 2021.  Additionally, the Company upwill pay AbbVie an escalating, low single-digit royalty on worldwide net sales, on a product-by-product basis, of omaveloxolone and certain next-generation Nrf2 activators. The Company recognized interest expense related to $35,000,000, issuablethe Reacquisition Agreement of approximately $1.7 million and $0 million, during the three months ended September 30, 2020 and 2019, respectively, and $4.9 million and $0 million, during the nine months ended September 30, 2020 and 2019, respectively.  As of September 30, 2020, the Company’s payable to collaborators was $80.0 million, with a present value of $71.7 million.  

The execution of the Reacquisition Agreement ended our performance obligations under the AbbVie Collaboration Agreement and included the write off of the remaining related deferred revenue balance, after which no further revenue was recognized.  Accordingly, there was 0 revenue recognized in two separate term loans2020.  The Company recognized revenue related to the AbbVie Collaboration Agreement totaling approximately $6.7 million and $19.9 million during the three and nine months ended September 30, 2019, respectively. The deferred revenue balance was $0 million as of $20,000,000 (Term A Loan) and $15,000,000 (Term B Loan).  On March 31, 2017,September 30, 2020.

KKC

In December 2009, the Company borrowed $20,000,000entered into an exclusive license with KKC (the KKC Agreement) to develop and commercialize bardoxolone in the licensed territory.  The Company received a nonrefundable, up-front license fee of $35.0 million in 2009 and regulatory milestones totaling $45.0 million in 2010, 2012, and 2018 and could receive additional regulatory milestones of $52.0 million and commercial milestones of $140.0 million, as well as tiered royalties ranging from the low teens to the low 20 percent range, depending on the country of sale and the amount of annual net sales, on net sales by KKC in the licensed territory.  

The up-front payment and regulatory milestones are accounted for as a single unit of accounting.  Revenue is being recognized ratably through December 2021, which is the estimated minimum period that is needed to complete the deliverables under the terms of the KKC Agreement.  The Company began recognizing revenue related to the up-front payment upon execution of the KKC Agreement. The Company recognized collaboration revenue totaling approximately $1.2 million during each of the three months ended September 30, 2020 and 2019 and $3.5 million during each of the nine months ended September 30, 2020 and 2019.  As of September 30, 2020, the


Company recorded deferred revenue totaling approximately $5.9 million of which approximately $4.7 million is reflected as the current portion of deferred revenue.

4. Term Loan

On October 9, 2019, the Company entered into the First Amendment to the Amended and Restated Loan and Security Agreement (the Amended Restated Loan Agreement).  Under the Amended Restated Loan Agreement, the Term A Loan.

On November 3, 2017, the Company amended the Loan Agreement (Amended Loan Agreement) to increaseprincipal amount was $80.0 million, and the Term B Loan amountavailability was increased from $45.0 million to either $20,000,000 or $25,000,000 and to extend the interest only period by six months if$75.0 million (collectively with the Term BA Loan, is drawn.  Thethe Term Loans).  On December 20, 2019, the Company may, at its sole discretion, borrow $20,000,000 under Term B Loan.    An additional $5,000,000 will be availableborrowed $75.0 million under the Term B Loan forresulting in a totalprincipal balance of $25,000,000 upon the achievement of one of two milestones.  The Company may borrow the Term B Loan byLoans of $155.0 million.

On June 24, 2020, the earlier of 90 days after the achievement of a milestone or June 29, 2018.

11


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

The Company paid an amendment fee of $250,000 on November 8, 2017, uponoff the executiontotal outstanding balance of the Amended Loan Agreement.  If the Company does not draw the Term B Loan, the Company would pay an unused line fee of $1,000,000.

All outstanding Term Loans will mature on March 1, 2022.  Underprior to the Term A Loan, the Company will make interest-only payments for 18 months through October 1, 2018; however, if the Company draws the Term B Loan, the Company will make interest-only payments for 30 months through October 1, 2019.maturity date.  The interest-only payment period will be followed by 41 equal monthly payments, or 29 equal monthly payments if the Company draws the Term B Loan,payoff consisted of principal and interest payments. The Term Loans will bear interest at a floating per annum rate calculated as 7.40% plus the greater of the 30-day U.S. Dollar LIBOR rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue or 0.75%, with a minimum rate of 8.15% and maximum rate of 10.15%.

The Company has the option to prepay all, but not less than all, of the borrowed amounts, provided that the Company will be obligated to pay a prepayment fee equal to (a) 3.0% of(i) the outstanding principal balance of the applicable Term Loan if prepayment is made prior$155.0 million, (ii) exit fees of $6.7 million, which has been partially accrued up to the first anniversary of the applicable funding date of repayment, (iii) prepayment fees of $5.4 million, and (iv) accrued and unpaid interest of $1.0 million. At the Termtime of payoff, all liabilities and obligations under the Amended Restated Loan (b) 2.0% ofAgreement were terminated. In connection with the outstanding principal balance of the applicable Term Loan if prepayment is made by the second anniversary of the applicable funding date of the Term Loan, or (c) 1.0% of the outstanding principal balance of the applicable Term Loan if prepayment is made after the second anniversary of the applicable funding date of the Term Loan. The Company will also be required to make a final exit fee payment of 2.95% of the principal balance of all Term Loans outstanding, payable on the earliest of the prepaymentpayoff of the Term Loans, accelerationthe Company recorded a loss on extinguishment of any Term Loan,debt of $11.2 million in the nine months ended September 30, 2020.

5. Liability Related to Sale of Future Royalties

On June 24, 2020, the Company closed on the Development Agreement with BXLS.  The Development Agreement includes a $300.0 million payment by an affiliate of BXLS in return for various percentage royalty payments on worldwide net sales of bardoxolone, once approved in the United States or at maturity ofcertain specified European countries, by Reata and its licensees, other than KKC.  The royalty percentage will initially be in the Term Loans.

The Company may usemid-single digits and, in future years, can vary between higher-mid single digit percentages to low-single digit percentages depending on various milestones, including indication approval dates, cumulative royalty payments, and cumulative net sales.  Pursuant to the proceeds from the Term Loans for working capital and to fund its general business requirements.  The Company’s obligations under the LoanDevelopment Agreement, are secured bywe have granted BXLS a first priority security interest in substantially all of its current and future assets, other than its owned intellectual property.  our assets.

In addition, concurrent with the Development Agreement, the Company entered into a common stock purchase agreement (Purchase Agreement) with affiliates of BXLS to sell an aggregate of 340,793 shares of the Company’s Class A common stock at $146.72 per share for a total of $50.0 million.

The Company has also agreed notconcluded that there were 2 units of accounting for the consideration received, comprised of the liability related to encumber its intellectual property assets, except as permitted by the Loansale of future royalties and the common shares.  The Company allocated the $300.0 million from the Development Agreement and $50.0 million from the Purchase Agreement between the two units of accounting on a relative fair value basis at the time of the transaction. The Company allocated $294.2 million, which includes $0.8 million in transaction costs incurred, in transaction consideration to the liability, and $55.5 million to the common shares.  The Company determined the fair value of the common shares based on the closing stock price on the June 24, 2020, the closing date of the Development Agreement. The effective interest rate under the Development Agreement, including transaction costs, is approximately 13.8%.

AsThe following table shows the activity within the liability related to sale of future royalties for the nine months ended September 30, 2017,2020:

 

 

Liability Related to Sale of Future Royalties

 

 

 

(in thousands)

 

Transaction date balance

 

$

294,454

 

Non-cash interest expense recognized, net of transaction cost amortization

 

 

11,077

 

Balance at September 30, 2020

 

 

305,531

 

Less: Unamortized transaction cost

 

 

(868

)

Carrying value at September 30, 2020

 

$

304,663

 


6. Other Income (Expense), Net

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30

 

 

September 30

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

$

104

 

 

$

1,311

 

 

$

2,660

 

 

$

4,812

 

 

Interest expense

 

 

(1,671

)

 

 

(2,389

)

 

 

(13,183

)

 

 

(7,199

)

 

Non-cash interest expense on liability

   related to sale of future royalty

 

 

(10,413

)

 

 

0

 

 

 

(11,077

)

 

 

0

 

 

Other income (expense)

 

 

816

 

 

 

0

 

 

 

(10,367

)

 

 

7

 

 

Total other income (expense), net

 

$

(11,164

)

 

$

(1,078

)

 

$

(31,967

)

 

$

(2,380

)

 

Investment Income

Interest income consists primarily of interest generated from our cash and cash equivalents.

Interest Expense

Interest expense consists primarily of interest on our borrowing activities under our loan agreements and the imputed interest from amount due to AbbVie under the Reacquisition Agreement.

Non-Cash Interest Expense on Liability Related to Sale of Future Royalties

Non-cash interest expense consists of recognition of interest expense based on the Company’s current estimate of future royalties expensed to be paid over the estimated term of the Development Agreement.

Other Income (Expense)

Other income (expense) consists primarily of gains and losses on foreign currency exchange, sales of assets, extinguishment of debt, and lease termination.

In June 2020, the Company had $20,000,000 outstanding underpaid off the Term A Loan,Loans and recorded a loss on the extinguishment of debt of $11.2 million, which was recorded at its initial carrying valueconsisted primarily of $20,000,000, less discountprepayment fees, exit fees and unamortized debt issuance costs totalingcosts.

In September 2020, the Company’s sublease agreement for its offices in Plano, Texas was terminated, resulting in recognition of a $0.8 million gain on lease termination.  See Note 7, Leases, of Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

7. Leases

The Company’s headquarters are located in Plano, Texas, where it leases approximately $251,000.122,000 square feet of office space.  On September 2, 2020, the Company’s sublease agreement for its offices in Plano, Texas (the Sublease Agreement), was terminated due to the bankruptcy filing of its lessor. In connection with the Term A Loan,termination, the discountCompany was relieved from its obligations under the Sublease Agreement and debt issuance costsderecognized the right-of-use asset of approximately $5.7 million and operating lease liabilities of approximately $6.5 million as of September 30, 2020, which resulted in a gain on lease termination of $0.8 million recorded in the three and nine months ended September 30, 2020.  On October 1, 2020, the Company entered into a lease agreement with the owner of its offices in Plano, Texas (the Plano Lease Agreement), with lease terms extending through June 30, 2022 with an option to renew up to three months.  The Company will record approximately $4.8 million as a right-of-use asset and operating lease liabilities in October 2020.

The Company leases additional office and laboratory space of approximately 34,890 square feet located in Irving, Texas, with lease terms extending through April 30, 2022 with an option to renew up to four successive three-month periods.  

The Company has an additional lease of a single-tenant, build-to-suit building of approximately 327,400 square feet of office and laboratory space located in Plano, Texas with an initial lease term of 16 years.  The Company entered into the lease agreement on October 15, 2019 (the Lease Agreement), and at the Company’s


option, it may renew the lease for two consecutive five-year renewal periods or one ten-year renewal period.  The Company does not have control of the space or the construction prior to completion of construction.  Therefore, 0 right-of-use or lease liabilities were recorded as a reduction to debt on its balance sheet and are being accreted to interest expense overin connection with the life of the Term A Loan.  Additionally, the final exit fee of approximately $590,000 is being accrued over the life of the Term A Loan through interest expense.  The Term A Loan has a current effective interest rate of 10.4%.  The Company is in compliance with all covenants under the LoanLease Agreement as of September 30, 2017.

The future principal payments for2020.  Under the First Amendment to the Lease Agreement executed in May 2020, the landlord will fund the Company’s Term A Loanleasehold improvements up to $31.3 million, of which the Company has recorded a leasehold incentive obligation of approximately $2.1 million as other long-term liabilities as of September 30, 2017 are2020.

At September 30, 2020, the weighted average incremental borrowing rate and the weighted average remaining lease term for the operating leases held by the Company were 9.6% and 2.1 years, respectively.  During the three and nine months ended September 30, 2020, cash paid for amounts included for the measurement of lease liabilities was $0.7 million and $2.7 million, respectively. During the three and nine months ended September 30, 2020, the Company recorded operating lease expense of $1.0 million and $2.8 million, respectively.  The Company has elected to net the amortization of the right-of-use assets and the reduction of the lease liabilities principal in accrued direct research and other current and long-term liabilities in the consolidated statements of cash flows.

Supplemental balance sheet information related to the Company’s operating leases is as follows (in thousands):follows:

 

2017

 

$

 

2018

 

 

975

 

2019

 

 

5,854

 

2020

 

 

5,854

 

2021

 

 

5,854

 

2022

 

 

1,463

 

 

 

$

20,000

 

 

 

Balance Sheet Classification

 

As of September 30, 2020

 

 

 

 

 

(in thousands)

 

Non-current right-of-use assets

 

Other assets

 

$

1,167

 

Current lease liabilities

 

Other current liabilities

 

 

564

 

Non-current lease liabilities

 

Other long-term liabilities

 

 

705

 

 

Maturities of lease liabilities by fiscal year for the Company’s operating leases:

4.

 

 

As of September 30, 2020

 

 

 

(in thousands)

 

2020 (remaining three months)

 

$

164

 

2021

 

 

667

 

2022

 

 

574

 

Total lease payments

 

 

1,405

 

Less: Imputed interest

 

 

(136

)

Present value of lease liabilities

 

$

1,269

 

8. Income Taxes

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act).  The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the U.S. economy and to provide assistance to individuals, families, and businesses affected by COVID-19.  Accordingly, under its provisions, for the nine months ended September 30, 2020, the Company recognized a tax benefit and receivable of $22.1 million associated with the ability to carryback an applicable prior year’s net operating losses to a preceding year to generate a refund.

For the three months ended September 30, 2020, the Company’s effective tax rate was a benefit of 0.1% compared to an expense of 0.1% for the three months ended September 30, 2019.  The Company’s effective tax rate for the three months ended September 30, 2020 varies with the statutory rate primarily due to valuation allowances on deferred taxes.  For the nine months ended September 30, 2020, the Company’s effective tax rate was a benefit of 10.9% compared to an expense of 0.1% for the nine months ended September 30, 2019.  The Company’s effective tax rate for the nine months ended September 30, 2020 varies with the statutory rate primarily due to the favorable impact of nondeductible stock-based compensationassociated with the CARES Act and the changes in the valuation allowance related to certain deferred tax assets generated or utilized in the applicable period.  The Company’s deferred tax assets for the United States have been fully offset by a valuation allowance at September 30, 2017,2020, and the Company expects to maintain this valuation allowance until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time.


12


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

5.9. Stock-Based Compensation

Stock Options

The following table summarizes stock-based compensation expense reflected in the consolidated statements of operations (in thousands):operations:

 

 

Three Months Ended

September 30

 

 

Nine Months Ended

September 30

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

Research and development

 

$

4,279

 

 

$

1,885

 

 

$

23,322

 

 

$

5,235

 

General and administrative

 

 

7,301

 

 

 

3,495

 

 

$

22,362

 

 

 

8,855

 

 

 

$

11,580

 

 

$

5,380

 

 

$

45,684

 

 

$

14,090

 

Restricted Stock Units (RSUs)

The following table summarizes RSUs as of September 30, 2020, under the Second Amended and Restated Long Term Incentive Plan (LTIP Plan) agreement:

 

 

 

Three Months ended

 

 

Nine Months ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Research and development

 

$

587

 

 

$

375

 

 

$

1,729

 

 

$

725

 

General and administrative

 

 

958

 

 

 

341

 

 

 

3,001

 

 

 

726

 

 

 

$

1,545

 

 

$

716

 

 

$

4,730

 

 

$

1,451

 

 

 

Number of RSUs

 

 

Weighted-Average

Grant Date Fair Value

 

Outstanding at January 1, 2020

 

 

50,000

 

 

$

72.70

 

Granted

 

 

41,776

 

 

$

163.31

 

Vested

 

 

0

 

 

$

0

 

Forfeited

 

 

0

 

 

$

0

 

Outstanding at September 30, 2020

 

 

91,776

 

 

$

113.94

 

 

As of September 30, 2020, the performance targets for the performance-based RSUs have not been met. Accordingly, the total unrecognized stock-based compensation expense related to these performance-based RSUs is approximately $4.2 million. As of September 30, 2020, the Company recognized $0.7 million in compensation expense related to time-based RSUs.

Stock Options

The following table summarizes stock option activity as of September 30, 2017,2020, and changes during the nine months ended September 30, 2017,2020, under the 2007 Long Term Incentive Plan (the 2007 LTIP)LTIP and standalone option agreements:

 

 

Number of

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Number of Options

 

 

Weighted-Average

Exercise Price

 

Outstanding at January 1, 2017

 

 

2,311,146

 

 

 

17.18

 

Outstanding at January 1, 2020

 

 

4,038,949

 

 

$

41.24

 

Granted

 

 

121,698

 

 

 

26.47

 

 

 

1,045,699

 

 

$

199.49

 

Exercised

 

 

(32,075

)

 

 

11.54

 

 

 

(341,187

)

 

$

29.67

 

Forfeited

 

 

(3,805

)

 

 

16.08

 

 

 

(183,209

)

 

$

95.97

 

Expired

 

 

(66

)

 

 

25.21

 

 

 

(250

)

 

$

207.20

 

Outstanding at September 30, 2017

 

 

2,396,898

 

 

 

17.72

 

Exercisable at September 30, 2017

 

 

831,620

 

 

 

16.90

 

Outstanding at September 30, 2020

 

 

4,560,002

 

 

$

76.19

 

Exercisable at September 30, 2020

 

 

2,244,139

 

 

$

38.84

 

 

Stock-based compensation expense for the three and nine months ended September 30, 2020, included accelerated recognition of expense due to modifications of outstanding stock options as a result of the death of an executive and employees who entered into consulting agreements at the termination of employment, which were considered to be non-substantive services. Accordingly, the Company recognized $0.0 million and $10.0 million for the three and nine months ended September 30, 2020, respectively.


As of September 30, 2020, the Company has approximately 288,000 shares of performance-based stock options for which the performance targets have not been met.  Accordingly, the total unrecognized stock-based compensation expense related to these performance-based stock options is approximately $34.1 million.

The total intrinsic value of all outstanding options and exercisable options at September 30, 20172020 was $32,803,000$203.6 million and $12,541,000,$142.3 million, respectively.

10. Commitments and Contingencies

Litigation

6. Related-Party Transactions

During the nine months ended September 30, 2017,From time to time, the Company did not have any relatedis a party transactions.  Duringto legal proceedings in the nine months ended September 30, 2016,course of its business, including the matters described below.  The claims and legal proceedings in which the Company paid approximately $306,000could be involved include challenges to AbbVie, a greater than 10% shareholderthe scope, validity or enforceability of patents relating to its product candidates, and challenges by it to the scope, validity or enforceability of the patents held by others.  These may include claims by third parties that the Company atinfringes their patents.  The outcome of any such legal proceedings, regardless of the merits, is inherently uncertain.  In addition, litigation and related matters are costly and may divert the attention of our management and other resources that time,would otherwise be engaged in other activities.  If the Company were unable to prevail in any such legal proceedings, its business, results of operations, liquidity and financial condition could be adversely affected.  The Company recognizes accruals for manufacturing services.  The payments were recorded in researchlitigations to the extent that it can conclude that a loss is both probable and development expensereasonably estimable and recognizes legal expenses as incurred.

Patel Litigation

On October 15, 2020, Toshif Patel filed a complaint for alleged violation of federal securities laws against the Company, its Chief Executive Officer and its Chief Financial Officer in the accompanying consolidatedUnited States District Court for the Eastern District of Texas.  The complaint purports to bring a federal securities class action on behalf of a class of persons who acquired the Company’s common stock between October 15, 2019 and August 7, 2020.  The complaint alleges, among other things, that the defendants made false and misleading statements regarding the sufficiency of operations.its MOXIe Part 2 study results to support a single study marketing approval of omaveloxolone for the treatment of FA in the United States.  The plaintiff seeks, among other things, the designation of this action as a class action, an award of unspecified compensatory damages and interest, costs, and expenses, including counsel fees and expert fees.

The Company believes that the allegations contained in the complaint are without merit and intends to defend the case vigorously.  The Company cannot predict at this point the length of time that this action will be ongoing or the liability, if any, which may arise therefrom.

13


Reata Pharmaceuticals, Inc.

Notes to Unaudited Consolidated Financial Statements (continued)

7.11. Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

 

 

Three Months ended

 

 

Nine Months ended

 

 

Three Months Ended

September 30

 

 

Nine Months Ended

September 30

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

(in thousands, except share and per share data)

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss (in thousands)

 

$

(12,308

)

 

$

(897

)

 

$

(30,993

)

 

$

(2,091

)

Net loss

 

$

(65,456

)

 

$

(39,694

)

 

$

(181,976

)

 

$

(103,228

)

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares used in

net loss per share – basic

 

 

24,845,364

 

 

 

22,324,374

 

 

 

23,196,293

 

 

 

18,970,128

 

 

 

33,713,507

 

 

 

30,110,391

 

 

 

33,401,599

 

 

 

30,004,211

 

Dilutive potential common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Weighted-average number of common shares used in

net loss per share – diluted

 

 

24,845,364

 

 

 

22,324,374

 

 

 

23,196,293

 

 

 

18,970,128

 

 

 

33,713,507

 

 

 

30,110,391

 

 

 

33,401,599

 

 

 

30,004,211

 

Net loss per share – basic

 

$

(0.50

)

 

$

(0.04

)

 

$

(1.34

)

 

$

(0.11

)

 

$

(1.94

)

 

$

(1.32

)

 

$

(5.45

)

 

$

(3.44

)

Net loss per share – diluted

 

$

(0.50

)

 

$

(0.04

)

 

$

(1.34

)

 

$

(0.11

)

 

$

(1.94

)

 

$

(1.32

)

 

$

(5.45

)

 

$

(3.44

)

 


The number of weighted average options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive represented 2,396,8984,560,002 and 1,474,8934,272,757 shares for the nine months endedas of September 30, 20172020 and 2016,2019, respectively.

12. Subsequent Events

8. Subsequent events

On November 3, 2017, the Company amended the Loan Agreement with the Lenders, which is further discussedSee Note 7, Leases, of Notes to Consolidated Financial Statements contained in Note 3.

On November 9, 2017, the Company amended the lease agreement for its principal executive offices in Irving, Texas to extend its lease term by 24 months for an expiration date of October 2020.

On November 9, 2017, the Company entered into an at-the-market equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated, that established a program pursuant to which it may offer and sell up to $50,000,000 of its Class A common stock from time to time in at-the-market transactions.  As of the filing date of this Quarterly Report on Form 10-Q, there have been no shares sold under this program.10-Q.


14


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’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 consolidated financial statements and related notes and other financial information appearing in this Quarterly Report on Form 10-Q.  Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, operations, and product candidates, includes forward-looking statements that involve risks and uncertainties.  Factors that may cause actual results to differ materially from current expectations include, among other things, those described under the heading “Risk Factors” and discussed elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a clinical stageclinical-stage biopharmaceutical company focused on identifying, developing, and commercializing product candidates to address serious andinnovative therapies that change patients’ lives for the better.  We concentrate on small-molecule therapeutics with novel mechanisms of action for the treatment of severe, life-threatening diseases with few or no approved therapies by targeting molecular pathways that regulate cellular metabolismtherapies.  Our lead programs are in rare forms of chronic kidney disease (CKD) and inflammation.  Oura rare neurological disease.  We have announced positive topline data from registrational trials for both of our lead product candidates, bardoxolone methyl and omaveloxolone, activate the important transcription factor Nrf2 to restore mitochondrial function, reduce oxidative stress, and resolve inflammation.

We are currently conducting three Phase 3 or other potentially registrational trials.  Bardoxolone methyl is being studied(bardoxolone) in a single, pivotal Phase 2/3 trial, known as CARDINAL, for the treatment of chronic kidney disease (CKD)patients with CKD caused by Alport syndrome and omaveloxolone in patients with a neurological disorder called Friedreich’s ataxia (FA).  Both bardoxolone and omaveloxolone activate the transcription factor Nrf2 to normalize mitochondrial function, restore redox balance, and resolve inflammation.  Because mitochondrial dysfunction, oxidative stress, and inflammation are features of many diseases, we believe bardoxolone and omaveloxolone have many potential clinical applications.  We possess exclusive, worldwide rights to develop, manufacture, and commercialize bardoxolone, omaveloxolone, and our next-generation Nrf2 activators, excluding certain Asian markets for bardoxolone in certain indications, which are licensed to KKC.

Recent Key Developments

Bardoxolone for CKD Caused by Alport Syndrome

On November 9, 2020, we announced that the Phase 3 CARDINAL study of bardoxolone in patients with CKD caused by Alport syndrome met its primary and key secondary endpoints at the end of Year 2.  At Week 100, in the intent-to-treat (ITT) population, which included eGFR values for patients who either remained on or have discontinued study drug, patients treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in estimated glomerular filtration rate (eGFR) of 7.7 mL/min/1.73 m2 (p=0.0005). In the modified ITT (mITT) analysis, which assessed the effect of receiving treatment by excluding values after patients discontinued treatment, patients treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in eGFR at Week 100 of 11.3 mL/min/1.73 m2 (p<0.0001).  At Week 104 (four weeks after last dose in second year of treatment), patients in the ITT population treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in eGFR of 4.3 mL/min/1.73 m2 (p=0.023).  Bardoxolone treatment was generally reported to be well-tolerated.  Based on these positive results and following a recently completed pre-NDA meeting with the U.S. Food and Drug Administration (FDA), we plan to proceed with the submission of an NDA for full marketing approval in the United States in the first quarter of 2021.  We also plan to pursue marketing approval outside of the United States and work has commenced on preparations to file for marketing approval in Europe.

Additionally, we provided data on kidney function from patients with Alport syndrome from EAGLE, a long-term extension study of bardoxolone in patients with rare forms of CKD.  Change from baseline in eGFR has been assessed for 14 patients with Alport syndrome who were treated with bardoxolone for three years, with four-week off-treatment periods occurring at Weeks 48 and 100.  Bardoxolone treatment resulted in a mean increase from baseline in eGFR of 11.5 mL/min/1.73 m2 at Year 1, 13.3 mL/min/1.73 m2 at Year 2, and 11.0 mL/min/1.73 m2 at Year 3.

Omaveloxolone for Friedreich’s Ataxia

As previously announced, at a Type C meeting, the FDA provided us guidance that although it does not have any concerns with the reliability of the modified Friedreich’s Ataxia Rating Scale (mFARS) primary endpoint


results from the registrational Part 2 of the MOXIe trial known(Part 2) of omaveloxolone in FA patients, it was not convinced that the results from Part 2 support a single study approval.  The FDA stated that we will need to conduct a second pivotal trial that confirms the mFARS results of Part 2 with a similar magnitude of effect.  As an alternative, Reata proposed a second study (the Baseline-Controlled Study, previously called the crossover study) in which patients serve as CATALYST,their own controls, and changes in mFARS during the pre-treatment period in either Part 1 or Part 2 of the MOXIe study are compared to changes in mFARS during the treatment period in the open-label extension study (MOXIe Extension).  The design of the Baseline-Controlled Study was discussed and agreed upon by external experts and Reata, and the statistical analysis plan (SAP) was submitted to the FDA prior to conducting the analysis contemplated by the proposed plan.  The FDA acknowledged it would consider the study design but, to date, it has not provided comments on the study design.

The Baseline-Controlled Study met its primary endpoint of paired difference in annualized mFARS slope with a statistically significant 3.76 point improvement (p=0.0022) between the treatment and pre-treatment periods in the primary analysis population.  Further, all sensitivity analyses of the primary analysis showed a significant treatment effect.  Thus, we believe that the results of the Baseline-Controlled Study support the positive mFARS results of Part 2 and provide additional evidence of the effectiveness of omaveloxolone in FA.

We completed the Baseline-Controlled Study in October 2020 and provided the results to the FDA.  The FDA confirmed that it will review the study results and may request a meeting with us to discuss the conclusions of its review.  If the FDA views these results as sufficient to increase the persuasiveness of data from Part 2, our plan would be to submit an NDA in mid-2021.  However, there can be no assurance that the FDA will accept the design of the Baseline-Controlled Study or view these results as sufficient, in which case we will determine next steps, including whether it is feasible to conduct a second pivotal study in patients with FA as previously suggested by the FDA.  At present, we plan to pursue marketing approval outside of the United States and work has commenced on preparations to file for marketing approval in Europe.

Background: Our Programs

The following chart outlines each of our programs by indication and phase:

In addition, KKC, our strategic collaborator in CKD, is currently conducting its registrational trial of bardoxolone in diabetic (type 1 and 2) CKD in Japan.  KKC completed patient enrollment in this trial in June 2019 and expects to have topline data in the first half of 2022.

NYU has initiated an Investigator-Sponsored Trial (IST) (Phase 2/3 trial) of bardoxolone in COVID-19 patients called BARCONA.

*NDA submission planned in first quarter 2021

**See discussion below under “Regulatory Update on Omaveloxolone for Friedreich’s Ataxia”


Clinical Studies Adapted for Continuity During COVID-19

As the coronavirus disease (COVID-19) emerged as a pandemic with serious public health implications during the first quarter of 2020, we undertook a series of measures to protect the health and safety of patients and health care workers involved in our ongoing clinical studies, while maintaining the conduct of our studies in accordance with guidance provided by the FDA and the European Medicines Agency.  For example, we have implemented the use of at-home visits as an alternative to in-clinic visits when necessary to collect blood draws and to assess patient safety and arranged for home delivery of the study drug to patients.  We issued an addendum to the SAP to accommodate COVID-19 impact.  We continue to utilize these measures to ensure continued access to drug treatment and appropriate safety monitoring.

Bardoxolone Development Programs

We are developing bardoxolone for the treatment of pulmonary arterial hypertension associatedpatients with connective tissue disease (CTD-PAH).  We began enrollingcertain rare forms of CKD, including Alport syndrome, ADPKD, and other rare forms of CKD that, in the aggregate, affect more than 700,000 patients in the United States.  CKD is characterized by a progressive worsening in the rate at which the kidney filters waste products from the blood, called the glomerular filtration rate (GFR).  When GFR drops below approximately 15 mL/min/1.73 m2, patients develop end-stage kidney disease (ESKD) and require dialysis or a kidney transplant to survive.  Dialysis leads to a reduced quality of life and increases the likelihood of serious and life-threatening complications.  The five-year survival rate for hemodialysis patients is only approximately 42%.

eGFR is an estimate of GFR that nephrologists use to track the decline in kidney function and progression of CKD.  In 11 separate CKD clinical trials, bardoxolone has been shown to improve eGFR in patients with diverse etiologies of CKD.  We believe that bardoxolone treatment has the potential to delay or prevent GFR declines that cause the need for dialysis or a transplant in patients with Alport syndrome, ADPKD, and other rare forms of CKD.

Bardoxolone in CKD Caused by Alport Syndrome

Alport syndrome is a rare, genetic form of CKD caused by mutations in the genes encoding type IV collagen, which is a major structural component of the glomerular basement membrane in the kidney.  The kidneys of patients with Alport syndrome progressively lose the capacity to filter waste products out of the blood, which can lead to ESKD and the need for chronic dialysis treatment or a kidney transplant.  Alport syndrome affects both children and adults.  In patients with the most severe forms of the disease, approximately 50% progress to dialysis by age 25, 90% by age 40, and nearly 100% by age 60.  According to the Alport Syndrome Foundation, Alport syndrome affects approximately 30,000 to 60,000 people in the United States.  There are currently no approved therapies to treat CKD caused by Alport syndrome.

On November 9, 2020, we announced that the Phase 3 portionCARDINAL study of CARDINALbardoxolone in August 2017,patients with CKD caused by Alport syndrome met its primary and key secondary endpoints at the end of Year 2.  At Week 100, in the ITT population, patients treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in eGFR of 7.7 mL/min/1.73 m2 (p=0.0005).  Patients treated with bardoxolone experienced a mean change from baseline in eGFR of -0.8 mL/min/1.73 m2, while patients treated with placebo experienced a mean change from baseline in eGFR of -8.5 mL/min/1.73 m2.  In the mITT analysis, patients treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in eGFR at Week 100 of 11.3 mL/min/1.73 m2 (p<0.0001).  In the mITT analysis, patients treated with bardoxolone experienced a mean increase from baseline in eGFR of 1.7 mL/min/1.73 m2, while patients treated with placebo experienced a mean decline from baseline in eGFR of -9.6 mL/min/1.73 m2.  At Week 104 (four weeks after having announced preliminarylast dose in second year of treatment), patients in the ITT population treated with bardoxolone had a statistically significant improvement compared to placebo in mean change from baseline in eGFR of 4.3 mL/min/1.73 m2 (p=0.023).  Patients treated with bardoxolone experienced a mean change from baseline in eGFR of -4.5 mL/min/1.73 m2, while patients treated with placebo experienced a mean change from baseline in eGFR of -8.8 mL/min/1.73 m2.  

Efficacy was observed across multiple subgroups at Week 100 and Week 104, including pediatric patients and patients with different genetic subtypes of Alport syndrome.  The largest treatment effect at Week 104 was observed in the pediatric subgroup where the difference between treatment groups was 14.6 mL/min/1.73 m2 (p=0.004).  The risk of kidney failure events (defined as ESKD, confirmed 30% eGFR decline, or confirmed eGFR < 15


mL/min/1.73 m2) was reduced by approximately 50% in bardoxolone-treated patients (9 patients versus 17 patients in placebo, with a hazard ratio of 0.49 and a p-value of 0.086).

Bardoxolone was generally reported to be well tolerated in this study, and the safety profile was similar to that observed in prior trials.  Seventy-five patients (97%) receiving bardoxolone and 77 patients (96%) receiving placebo experienced an adverse event (AE).  Ten patients (13%) receiving bardoxolone and four patients (5%) receiving placebo discontinued study drug due to an AE, and no individual AE contributed to more than two discontinuations in either group.  The reported AEs were generally mild to moderate in intensity, and the most common AEs observed more frequently in patients treated with bardoxolone compared to patients treated with placebo were muscle spasms and increases in aminotransferases, and are thought to be associated with the pharmacology of the drug.

Eight patients (10%) receiving bardoxolone and 15 patients (19%) receiving placebo experienced a treatment-emergent serious adverse event (SAE).  No SAEs were reported in pediatric patients treated with bardoxolone.  No fluid overload or major adverse cardiac events were reported in patients treated with bardoxolone.  Blood pressure was not significantly different between the two groups.  The urinary albumin-to-creatinine ratio (UACR) was not significantly different between treatment groups at Week 100 or Week 104.  Non-kidney symptoms associated with Alport syndrome, including psychiatric, hearing, vestibular, and ocular AEs, occurred less frequently in bardoxolone-treated patients.

We also reported results from the trial.  On NovemberEAGLE study, in which the change from baseline in eGFR was assessed for 14 patients with Alport syndrome who were treated with bardoxolone for three years (two years in CARDINAL and one year in EAGLE), with four-week off treatment periods occurring at Weeks 48 and 100.  Bardoxolone treatment resulted in a mean increase from baseline in eGFR of 11.5 mL/min/1.73 m2 at Year 1, 13.3 mL/min/1.73 m2 at Year 2, and 11.0 mL/min/1.73 m2 at Year 3.

We recently completed the previously announced pre-NDA meeting with the FDA to discuss the NDA submission content and plans.  Based on that meeting and the FDA’s responses and the subsequently announced positive results of the Year 2 data of the CARDINAL Phase 3 2017,study, we announced primary endpointplan to proceed with an NDA filing for full marketing approval of bardoxolone in patients with CKD caused by Alport syndrome in the first quarter of 2021.  We will also continue preparations to file for marketing approval in Europe.

Bardoxolone in ADPKD

ADPKD is a rare and serious hereditary form of CKD caused by a genetic defect in PKD1 or PKD2 genes leading to the formation of fluid-filled cysts in the kidneys and other 12 week data fromorgans.  Cyst growth can cause the ongoingkidneys to expand up to five to seven times their normal volume, leading to pain and progressive loss of kidney function.  ADPKD affects both men and women of all racial and ethnic groups and is the leading inheritable cause of kidney failure with an estimated diagnosed population of 140,000 patients in the United States.  Despite current standard of care treatment, an estimated 50% of ADPKD patients progress to ESKD and require dialysis or a kidney transplant by 60 years of age.

In a Phase 2 portionstudy called PHOENIX, bardoxolone demonstrated a statistically significant increase from baseline in mean eGFR of CARDINAL.  Omaveloxolone is being9.3 mL/min/1.73 m2 (p<0.0001) after 12 weeks of treatment in 31 patients with ADPKD.  Available historical data for 29 of these patients showed an average annual decline in eGFR of 4.8 mL/min/1.73 m2 in the three-year period prior to study entry.  The FDA has provided us with written guidance that, in patients with ADPKD, an analysis of eGFR during the off-treatment period demonstrating an improvement versus placebo after one year of bardoxolone treatment may support accelerated approval, and an improvement versus placebo after two years of treatment may support full approval.  In May 2019, we began enrollment in FALCON, an international, multi-center, randomized, double-blind, placebo-controlled Phase 3 trial studying the safety and efficacy of bardoxolone in approximately 300 patients with ADPKD.  The trial will enroll a broad range of patients from 18 to 70 years old with an eGFR between 30 to 90 mL/min/1.73 m².  The enrollment of new patients was temporarily paused in March of 2020 due to safety concerns related to the COVID-19 global pandemic.  We began to lift the screening hold in FALCON in June 2020, and currently, most sites are able to screen and randomize patients.  The measures we implemented to the conduct of FALCON in response to COVID-19 have been effective, and we anticipate no meaningful impact on data integrity due to COVID-19.  


Bardoxolone in Other Rare Forms of CKD

Three additional rare forms of CKD were studied in a two-partPHOENIX, including IgA nephropathy (IgAN), type 1 diabetic CKD (T1D CKD), and focal segmental glomerulosclerosis (FSGS).  In each of these Phase 2 trial, knowncohorts, bardoxolone demonstrated a statistically significant increase from baseline in mean eGFR after 12 weeks of treatment.  We plan to pursue each of these rare and serious forms of CKD as MOXIe,commercial indications.

The FDA has granted orphan drug designation to bardoxolone for the treatment of Friedreich’s ataxia (FA)Alport syndrome and ADPKD, and the European Commission has granted orphan drug designation to bardoxolone for the treatment of Alport syndrome.

Bardoxolone in Patients with CKD at Risk of Rapid Progression

We plan to evaluate the potential effect of bardoxolone in CKD patients at risk of rapid disease progression.  This double-blind placebo-controlled Phase 2 trial is currently being developed to evaluate the efficacy and safety of bardoxolone in patients with CKD secondary to a variety of etiologies who are at risk of rapid progression.  The study will require patients to have at least one of several risk factors for rapid progression of kidney disease prior to study enrollment.  Patients with eGFR as low as 20 and as high as 60 mL/min/1.73 m2 will be enrolled in the study and the treatment duration will be 12 weeks.

Investigator-Sponsored BARCONA Study of Bardoxolone in Patients with COVID-19

Researchers at NYU Grossman School of Medicine (NYU) have initiated an IST, known as BARCONA, to study the effect of bardoxolone in patients suffering from COVID-19.  Serious complications of COVID-19 are caused by excessive, systemic inflammation, which can result in dysfunction of the lungs, kidneys, and other organs.  Acute kidney injury has been reported to occur in up to 28% of all hospitalized COVID-19 patients, and in up to 72% of patients who do not survive COVID-19.  Bardoxolone and its analogs have demonstrated anti-inflammatory activity in animal models of acute lung and kidney injury, have increased survival in models of systemic inflammation, have been shown to suppress replication of several types of viruses and have shown improvements in kidney function in multiple clinical trials that enrolled over 3,000 patients with various forms of CKD where approximately 1,800 were exposed to bardoxolone treatment.  

The Phase 2 BARCONA study is a randomized, double-blind trial that will enroll approximately 40 patients with a primary endpoint of safety and treatment duration of up to 29 days in hospitalized patients.  Major exclusion criteria include patients who are intubated and on invasive mechanical ventilation for three or more days, prior hospitalization for heart failure, or eGFR <30 mL/min/1.73 m2.  To further mitigate any safety risk, the trial was designed to pause after the enrollment of five patients to assess safety.  The first five patients were enrolled, and the Executive Steering Committee reviewed the blinded safety data and decided to continue with enrollment.  As with all trials conducted at NYU, the trial will be overseen by a Data Safety Monitoring Board that meets every other week.

We announced data from part 1 of MOXIewere involved in June 2017 and began enrolling patients in October 2017 in part 2the design of the trial, have a member on the study’s executive steering committee, and are providing drug supply, as requested by NYU.  Any further enrollment in a potential Phase 3 trial will be gated based on an assessment of Phase 2 safety and activity, as well as feasibility of conducting a Phase 3 trial.

Historical Development of Bardoxolone

Clinical trials enrolling over 2,000 patients exposed to bardoxolone have demonstrated consistent, clinically meaningful improvement in kidney function across several disease states as measured by eGFR and other markers of kidney function.  Specifically, we have observed statistically significant increases in eGFR in all Phase 2 and Phase 3 clinical trials in numerous patient populations treated with bardoxolone, including patients with CKD caused by type 2 diabetes (T2D CKD), Alport syndrome, ADPKD, IgAN, T1D CKD, and FSGS.  

We believe these data, in addition to the CARDINAL Phase 3 Year 2 data, support the potential for bardoxolone to delay or prevent dialysis, kidney transplant, and death in patients with Alport syndrome and other forms of CKD.  


Additional observations from the prior clinical trials of bardoxolone include the following:

Statistically significant increases in directly-measured GFR using the “gold standard” inulin clearance method, improvements in creatinine clearance, and reduction in the levels of blood waste products filtered by the kidney.  

Sustained improvement in kidney function in long-term trials:  

o

In two large, placebo-controlled clinical studies (BEAM and BEACON) in patients with T2D CKD, statistically significant increases in mean eGFR of 14.9 mL/min/1.73 m2 (p<0.001) and 5.6 mL/min/1.73 m2 (p<0.001), respectively, were sustained for at least one year.

Reduction in risk of adverse kidney outcomes, suggesting that bardoxolone treatment preserves kidney function and may delay the onset of kidney failure in patients with T2D and stage 4 CKD:

o

In BEACON, patients randomized to bardoxolone were significantly less likely to experience adverse kidney outcomes as defined by a composite endpoint consisting of ≥30% decline from baseline in eGFR, eGFR <15 mL/min/1.73 m2, or ESKD events (HR=0.48, p<0.0001).  

o

In BEACON, bardoxolone treatment resulted in a decreased number of kidney-related SAEs and ESKD events.  

o

Statistically significant improvement in eGFR during the off-treatment period in BEAM, BEACON, the Phase 2 portion of CARDINAL at Year 1, and the Phase 3 portion of CARDINAL at Year 2.  We believe the eGFR benefit during the off-treatment period observed in these clinical trials demonstrates that bardoxolone treatment improved the structure of the kidney, modified the course of the disease, and may prevent or delay kidney failure and the need for dialysis or a kidney transplant.

Programs in Neurological Diseases

Omaveloxolone in FA

We are developing omaveloxolone for the treatment of patients with FA, an inherited, debilitating, and degenerative neuromuscular disorder that is normally diagnosed during adolescence and can lead to premature death.  Patients with FA experience progressive loss of coordination, muscle weakness, and fatigue, which commonly progresses to motor incapacitation and wheelchair reliance.  Symptoms generally occur in children, with patients requiring a wheelchair by their teens or early twenties.  FA affects approximately 5,000 children and adults in the United States and 22,000 individuals globally.  There are currently no approved therapies to treat FA.

Regulatory Update on Omaveloxolone for Friedreich’s Ataxia

Our Phase 2 trial, called MOXIe, was a two-part, international, multi-center, randomized, double-blind, placebo-controlled registrational trial that studied the safety and efficacy of omaveloxolone in patients with FA. Additionally, patients who completed the study and met eligibility requirements could participate in the MOXIe Extension during which investigators and patients remained blinded to prior treatment assignments. In October 2019, we announced that Part 2 in patients with FA met its primary endpoint of change in mFARS relative to placebo after 48 weeks of treatment.  Patients treated with omaveloxolone (150 mg/day) demonstrated a statistically significant, placebo-corrected 2.40 point mean improvement (decrease) in mFARS after 48 weeks of treatment (p=0.014).  Patients treated with omaveloxolone demonstrated improvement relative to placebo in every subcategory measured under mFARS.  Omaveloxolone treatment was generally reported to be well-tolerated.  

Following the announcement of the positive data from Part 2 in October 2019, we have planned, subject to discussion with the FDA, to proceed with a submission for marketing approval of omaveloxolone for the treatment of FA in the United States. As previously announced, at a Type C meeting, the FDA provided us guidance that, although it does not have any concerns with the reliability of the mFARS primary endpoint results in Part 2, it was not convinced that the results from Part 2 support a single study approval.  The FDA stated that we will need to conduct a second pivotal trial that confirms the mFARS results of Part 2 with a similar magnitude of effect. As an alternative, Reata proposed the Baseline-Controlled Study in which patients served as their own controls by comparing their treatment period during the MOXIe Extension with their pre-treatment period in either Part 1 of the MOXIe study (Part 1) or Part 2. The design of the Baseline-Controlled Study was discussed and agreed upon by external experts and Reata, and the SAP was submitted to the FDA prior to conducting the analysis contemplated by


the proposed plan.  The FDA acknowledged it would consider the study design but, to date, it has not provided comments on the study design.

Baseline-Controlled Study Results

The Baseline-Controlled Study evaluated the efficacy of omaveloxolone treatment using a baseline-controlled analysis design from patients in Part 1 and patients assigned to the placebo-arm of Part 2 who were enrolled in the MOXIe Extension.  Efficacy was assessed by comparing the annualized rate of change in mFARS during the pre-treatment period to the annualized rate of change in mFARS during the treatment period for patients who received approximately 48 weeks of omaveloxolone in the MOXIe Extension (the paired difference). The pre-treatment period for Part 1 patients is potentially registrational.the period from enrollment in Part 1 to enrollment in the MOXIe Extension.  The pre-treatment period for Part 2 patients is the 48-week treatment period, during which they received placebo in Part 2.

The primary efficacy analyses were analyzed according to a statistical hierarchy. The primary analysis population included Part 1 and Part 2 patients without pes cavus who had an mFARS assessment at Week 48 of the MOXIe Extension. The Part 2 placebo population was then analyzed separately followed by the Part 1 population.  

The Baseline-Controlled Study demonstrated statistically significant evidence of efficacy (p=0.0022) for the primary endpoint of the paired difference in annualized mFARS slopes between the treatment and pre-treatment periods in the primary analysis population (Table 1, Hierarchy 1). Evaluation of the data for patients from Part 2 and Part 1, separately, also demonstrated a statistically significant treatment effect, consistent with the primary analysis of the Baseline-Controlled Study and Part 2. All three analysis populations, including the primary analysis population, the Part 2 placebo population, and the Part 1 population, on average, demonstrated worsening (positive slope) during the pre-treatment period and an improvement (negative slope) during the treatment period. There was no significant difference between the paired differences of patients from Part 1 and Part 2 (two-sample t-test, p=0.53), confirming suitability for pooling for the primary analysis population (Part 1 and Part 2 combined).

Table 1:          Analyses of Annualized Rate of Change in mFARS

Hierarchy

Analysis Population

Pre-treatment

Mean (SE)

Treatment

Mean (SE)

Paired Difference

Mean (SE)

p-value

1

Primary Population (n=34)

2.28 (0.49)

-1.47 (0.96)

-3.76 (1.13)

0.0022

2

Part 2 Placebo (n=14)

2.84 (1.05)

-1.79 (1.56)

-4.62 (1.89)

0.029

3

Part 1 (n=20)

1.90 (0.40)

-1.26 (1.25)

-3.15 (1.43)

0.040

Sensitivity analyses were performed to assess multiple alternate methods for calculating slope and comparing treatment and pre-treatment periods. Additionally, analyses were performed using the all enrolled population, which included patients with and without pes cavus. All of these analyses consistently demonstrated a significant treatment effect and upheld the conclusion of the primary analysis.

In conclusion, the Baseline-Controlled Study met its primary endpoint of paired difference in annualized mFARS slope with a statistically significant paired difference between the treatment and pre-treatment periods in the primary analysis population of a 3.76 improvement (p=0.0022), and all sensitivity analyses of the primary analysis showed a significant treatment effect. Thus, we believe that the results of the Baseline-Controlled Study, which utilized patients as their own control, support the positive mFARS results of Part 2 and provide evidence of the effectiveness of omaveloxolone in FA.

We completed the Baseline-Controlled Study in October 2020 and provided the results to the FDA.  The FDA confirmed that it will review the study results after which it may request a meeting with us to discuss the conclusions of its review.  Assuming that the FDA views these results as sufficient to increase the persuasiveness of data from Part 2, our plan would be to submit an NDA in mid-2021.  However, there can be no assurance that the FDA will accept the design of the Baseline-Controlled Study or view these results as sufficient to support submission of an NDA for approval of omaveloxolone without the conduct of a second study.  In that event, we will determine next steps, including whether it is feasible to conduct a second pivotal study in FA patients to confirm the results of Part 2 as previously suggested by the FDA.  At present, we plan to pursue marketing approval outside of the United States and work has commenced on preparations to file for marketing approval in Europe.


Recent FA Data Presentations/ Publications

In September 2020, additional data analyses from Part 2 were presented at the American Academy of Neurology’s Emerging Science conference and the FARA 2020 Biomarker & Clinical Endpoint Meeting by Dr. David Lynch, M.D., Ph.D. Dr. Lynch is an attending physician at the Children’s Hospital of Philadelphia, professor of neurology at the Perelman School of Medicine at the University of Pennsylvania, and the principal investigator of the MOXIe study. These analyses provided new insights that were not communicated previously in the announcement of topline results in 2019.

An analysis of the change in mFARS from baseline demonstrated that patients in the omaveloxolone arm performed numerically better than placebo on all subsections of the mFARS exam.  Furthermore, omaveloxolone patients in subgroups that typically have a worse prognosis and progress faster, including patients with longer GAA1 repeats, patients with cardiomyopathy, non-ambulatory patients, and younger patients, on average, experienced a larger placebo-corrected improvement in mFARS compared to the study population as a whole.  

Additionally, all secondary endpoints either favored the omaveloxolone arm or were neutral.  Patients on omaveloxolone experienced a nominal improvement in the Activities of Daily Living questionnaire (ADL), with all nine questions favoring the omaveloxolone arm.  On average, ADL for patients on omaveloxolone did not change from baseline, while placebo-treated patients worsened.  Both patient global impression of change (PGIC) and clinical global impression of change (CGIC) numerically favored omaveloxolone, and improvement in PGIC correlated with the observed improvement in mFARS.

In October 2020, the results from Part 2 evaluating the efficacy and safety of omaveloxolone in patients with FA were published in the journal Annals of Neurology.

Omaveloxolone in Other Potential Indications

In addition, we have observed compelling activity of omaveloxolone and our other Nrf2 activators in preclinical models of Parkinson’s disease, dementia, epilepsy, Huntington’s disease, and amyotrophic lateral sclerosis (ALS), and we plan to pursue the development of omaveloxolone and our other Nrf2 activators for one or more of these diseases.

RTA 901 in Neurodegeneration and Neuroprotection Diseases

We are also currently conducting trialsdeveloping RTA 901 in four other areas.  In October 2017, we began activating sitesneurological indications.  RTA 901 is the lead product candidate from our Hsp90 modulator program.  We have observed favorable activity of RTA 901 in a Phase 2 trial, known as PHOENIX, to test bardoxolone methyl for the treatmentrange of other rare kidney diseases,preclinical models of neurological disease, including models of diabetic neuropathy, neuroinflammation, and bardoxolone methyl is currently being studied in a Phase 2 trial, known as LARIAT, for the treatment of PAH and pulmonary hypertension due to interstitial lung disease (PH-ILD).  Omaveloxolone is being studied in a two-part Phase 2 trial for the treatment of mitochondrial myopathies (MM), known as MOTOR, and a Phase 1b/2 trial for the treatment of metastatic melanoma, known as REVEAL.

In addition to these ongoing trials with our Nrf2 activators, we conductedneuropathic pain.  We have completed a Phase 1 trial to evaluate the safety, tolerability, and pharmacokinetic profile of RTA 901 administered orally, once-daily in healthy adult volunteers, withand no safety or tolerability issues,concerns were reported.  We plan to continue development for RTA 901 in neurological diseases, such as diabetic neuropathy.  We are the exclusive licensee of RTA 901 and have worldwide commercial rights.

Other Clinical Programs

In addition, we are evaluating various options indeveloping RTA 1701, the design and timinglead product candidate from our proprietary series of RORγt inhibitors, for the potential treatment of a broad range of autoimmune, inflammatory, and fibrotic diseases.  We have completed a Phase 2 trial.1 trial to evaluate the safety, tolerability, and pharmacokinetic profile of RTA 1701 in healthy adult volunteers.  No safety or tolerability concerns were reported, and we observed an acceptable pharmacokinetic profile.  We plan to continue development for RTA 1701 in autoimmune, inflammatory, or fibrotic diseases.  We retain all rights to our RORγt inhibitors, which are not subject to any existing commercial collaborations.


Beyond our clinical programs, we have additional promising preclinical development programs.  We believe that our product candidates and preclinical programs have the potential to improve clinical outcomes in numerous underserved patient populations.Corporate Overview

To date, we have focused most of our efforts and resources on developing our product candidates and conducting preclinical studies and clinical trials.  We have historically financed our operations primarily through revenue generated from our collaborations with AbbVie and KHK,KKC, from sales of our securities, with secured loans, and most recently from secured loans.a strategic financing from BXLS.  We have not received any payments or revenue from collaborations other than nonrefundable upfront, milestone, and cost sharing payments from our collaborations with AbbVie and KHKKKC, from the Development Agreement with BXLS, and from reimbursements of expenses under the terms of our agreement with KHK.KKC.  We have incurred losses in each year since our inception, other than in 2014. As of September 30, 2017,2020, we had approximately $154.6$578.3 million of cash and cash equivalents and an accumulated deficit of $320.5$892.5 million. We continue to incur significant research and development and other expenses related to our ongoing operations.  Despite contractual product development commitments and the potential to receive future payments from our collaborators,KKC, we anticipate that without taking into account deferred revenue, we will continue to incur losses for the foreseeable future, and we anticipate that our losses will increase as we continue our development of, and seek regulatory approval for, and potential commercialization of our product candidates.  If we do not successfully develop and obtain regulatory approval of our existing product candidates or any future product candidates and effectively manufacture, market, and sell any products that are approved, we may never generate revenue from product sales.  Furthermore, even if we do generate revenue from product sales, we may never again achieve or sustain profitability on a quarterly or annual basis.  Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.  Our failure to become and remain profitable could depress the market price of our Class A common stock and could impair our ability to raise capital, expand our business, diversify our product offerings, or continue our operations.

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On August 1, 2017, we closed a follow-on underwritten public offering of 3,737,500 shares of our Class A common stock, which included 487,500 shares of Class A common stock issued pursuant to an option granted to the underwriters, for gross proceeds of $115.9 million.  The Company received total proceeds from the offering of $108.5 million, after deducting underwriting discounts and commissions and offering expenses.  We intend to use the net proceeds for working capital and general corporate purposes, which include, but are not limited to, advancing the development of bardoxolone methyl through a Phase 2/3 program in CKD caused by Alport syndrome, Phase 2 programs in additional kidney indications, and Phase 2 programs in PH-ILD and the development of omaveloxolone in Friedreich’s ataxia and mitochondrial myopathies.

The probability of success for each of our product candidates and clinical programs and our ability to generate product revenue and become profitable depend upon a variety of factors, including the quality of the product candidate, clinical results, investment in the program, competition, manufacturing capability, commercial viability, and our collaborators’ ability to successfully execute our development and commercialization plans.  We will also require additional capital through equity or debt financings in order to fund our operations and execute on our business plans, and there is no assurance that such financing will be available to us on commercially reasonable terms or at all.  For a description of the numerous risks and uncertainties associated with product development and raising additional capital, see “Risk Factors” included in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Lead Product Candidates

Bardoxolone Methyl

Bardoxolone methyl activates molecular pathways that promote the resolution of inflammation by restoring mitochondrial function, reducing oxidative stress, and inhibiting pro-inflammatory signaling.  Bardoxolone methyl binds to Keap1 and consequently activates Nrf2, a transcription factor that promotes normal mitochondrial function by making reducing equivalents available for ATP production, and increases cellular antioxidant content.  This reduces mitochondrial reactive oxygen species (ROS) production and ROS-mediated activation of inflammatory signaling complexes.  Binding to Keap1 and activation of Nrf2 also inhibit NF-κB, the primary transcription factor producing proteins that promote inflammation and the production of ROS.  Bardoxolone methyl is currently being tested in a single, pivotal Phase 2/3 trial in CKD caused by Alport syndrome, a Phase 3 trial in CTD-PAH, and a Phase 2 trial in several forms of PH-ILD and PAH and will be tested in a Phase 2 trial being initiated in other rare kidney diseases.

CKD caused by Alport syndrome and CTD-PAH are our most advanced indications with bardoxolone methyl.  Although Alport syndrome and CTD-PAH have different causes and inflammatory stimuli at a molecular level, mitochondrial dysfunction, inflammation, proliferative signaling, fibrosis, and tissue remodeling are common to the pathophysiology of both diseases.  The anti-inflammatory and anti-fibrotic properties of bardoxolone methyl may therefore have the potential to affect structural alterations and fibrosis of the glomerulus in the kidney in Alport syndrome as well as pathologic remodeling of the pulmonary vasculature in CTD-PAH.

Omaveloxolone

Omaveloxolone is a close structural analog of bardoxolone methyl that was developed to improve tissue distribution, including blood-brain barrier penetration.  Omaveloxolone is being studied in part 2 of a two-part potentially registrational Phase 2 trial in FA, in part 1 of a two-part Phase 2 trial in MM, and in the Phase 1b portion of a Phase 1b/2 trial in metastatic melanoma.  Omaveloxolone was also administered topically to patients receiving cataract surgery and to breast cancer patients receiving radiation therapy and suffering from radiation dermatitis.  We believe that an omaveloxolone-induced increase in mitochondrial energy production could have beneficial effects on multiple organ systems, with the most profound effects being in skeletal muscle, the brain, and other tissues with a high energy demand.

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Phase 3 or Other Potentially Registrational Programs

The chart below is a summary of our current Phase 3 or other potentially registrational programs:

Phase 3 or Other Potentially Registrational Programs

Program

Next Expected Milestone

Timing of Milestone

  CKD caused by Alport Syndrome

Phase 3 Data

2H 2019

Bardoxolone methyl

  Friedreich’s Ataxia

Pivotal Phase 2 Part 2 Data

2H 2019

Omaveloxolone

  CTD-PAH

Phase 3 Data

2H 2018

Bardoxolone methyl

Bardoxolone Methyl in Chronic Kidney Disease Caused by Alport Syndrome

Alport syndrome is a rare and serious hereditary disease that is caused by mutations in the genes encoding type IV collagen, a major structural component of the glomerular basement membrane (GBM) in the kidney.  The expression of abnormal type IV collagen causes loss of GBM integrity, abnormal leakage of proteins through the GBM, and excessive reabsorption of protein in the proximal tubules of the kidney.  As in other forms of CKD, excessive reabsorption of protein in the tubules induces oxidative stress, renal interstitial inflammation, and fibrosis.

Patients with Alport syndrome are normally diagnosed with the disease in childhood to early adulthood and have average glomerular filtration rate (GFR) declines of 4.0 mL/min/1.73 m2 per year.  The progressive decline of GFR in Alport syndrome leads to kidney failure and end-stage renal disease (ESRD), with a median survival of approximately 55 years.  Fifty percent of males with the most prevalent subtype of Alport syndrome require dialysis or kidney transplant by age 25.  The incidence of kidney failure in these patients increases to 90% by age 40 and nearly 100% by age 60.  Similar to patients with other forms of CKD, Alport syndrome patients receiving dialysis are at increased risk for cardiovascular disease and infections, which are the most common causes of death in these patients.

Bardoxolone methyl has the potential to address the causes of GFR loss in Alport syndrome patients because it activates molecular pathways that promote the resolution of inflammation by restoring mitochondrial function, reducing oxidative stress, and inhibiting ROS-mediated pro-inflammatory signaling.  Bardoxolone methyl binds to Keap1 and consequently activates Nrf2, a transcription factor that increases cellular antioxidant content and promotes normal mitochondrial function by making reducing equivalents available for ATP production.  This reduces mitochondrial ROS production and ROS-mediated activation of inflammatory signaling complexes.  Through these effects, bardoxolone methyl restores mitochondrial production of ATP, increases production of antioxidants, reduces oxidative stress, and reduces pro-inflammatory signaling and fibrotic processes.

There are no currently approved therapies for the treatment of CKD caused by Alport syndrome.  The goal of current disease management is to slow the progression of CKD, beginning with anti-hypertensives, such as angiotensin converting enzyme inhibitors or angiotensin receptor blockers, aldosterone, and diuretics, all of which are intended to reduce the levels of protein found in patient urine.  Once patients reach ESRD, they require dialysis or kidney transplantation.

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Phase 2/3 CARDINAL Trial

On November 3, 2017, we announced primary endpoint and other 12 week data from the ongoing open-label Phase 2 portion of CARDINAL.  The Phase 2 portion of the trial enrolled 30 patients, and available data demonstrate that bardoxolone methyl significantly increased kidney function in Alport syndrome patients as measured by estimated glomerular filtration rate (eGFR).

From a mean baseline eGFR of 54 mL/min/1.73 m2, data from patients showed a mean increase of 13.4 mL/min/1.73 m2 at Week 12 (p<0.000000001).  All patients demonstrated increases in eGFR at Week 12, with 87% of patients demonstrating a clinically meaningful increase in eGFR of at least 4.0 mL/min/1.73 m2 and 63% of patients demonstrating an increase in eGFR of at least 10.0 mL/min/1.73 m2. Additionally, 73% of patients had an improvement in CKD stage, and none worsened.

 

Change from Baseline in eGFR

  

Week 1

Week 4

Week 8

Week 12

N

30

30

30

30

 Mean ± SE

3.0 ± 0.7

6.7 ± 1.3

8.9 ± 1.3

13.4 ± 1.4

95% CI

(1.6, 4.4)

(4.1, 9.3)

(6.2, 11.6)

(10.5, 16.3)

 p-value

0.0001

<0.0001

<0.000001

<0.000000001

LS mean eGFR change from baseline at each visit is compared to zero using a mixed-model repeated measures analysis using baseline eGFR and log-transformed ACR as continuous covariates.  

A result is considered to be statistically significant when the probability of the result occurring by random chance, rather than from the efficacy of the treatment, is sufficiently low.  The conventional method for measuring the statistical significance of a result is known as the “p-value,” which represents the probability that random chance caused the result.  For example, a p-value of 0.001 means that there is a 0.1% or less probability that the difference between the control group and the treatment group is purely due to random chance.  A p-value of 0.05 is a commonly used criterion for statistical significance, and may be supportive of a finding of efficacy by regulatory authorities.  However, regulatory authorities, including the United States Food and Drug Administration (FDA), do not rely on strict statistical significance thresholds as criteria for marketing approval and maintain the flexibility to evaluate the overall risks and benefits of a treatment.  Accordingly, treatments may receive marketing approval from the FDA even if the p-value of the primary endpoint is greater than 0.05, or may fail to receive marketing approval from the FDA even if the p-value of the primary endpoint is less than 0.05.

The table below shows clinically meaningful increases in eGFR were demonstrated across multiple subgroups, with activity in both earlier and later stages of disease.

 

 

 

 

Week 12 Mean ΔeGFR

  Baseline

  Characteristic

  Subgroup

N

Baseline

Change ± SD

% Change

  eGFR

≥ 60

12

81.3 ± 7.5

18.4 ± 7.7

23%

< 60

18

36.1 ± 9.3

10.0 ± 6.6

30%

  UACR

Non-macro

18

62.5 ± 22.2

16.0 ± 8.6

29%

Macro

12

41.7 ± 22.0

9.4 ± 5.5

24%

  Gender

Male

12

50.5 ± 25.1

14.0 ± 8.3

30%

Female

18

56.6 ± 23.8

12.9 ± 8.1

25%

  Age

< 18

2

86.1 ± 9.1

26.1 ± 10.8

31%

≤ 45

11

48.4 ± 24.8

10.1 ± 9.5

20%

> 45

19

57.5 ± 23.7

15.3 ± 6.7

31%

As of the 12-week primary endpoint visit for the Phase 2 portion, no discontinuations or serious adverse events (SAEs) were reported, and reported adverse events (AEs) were generally mild to moderate in intensity.  Consistent with prior studies, the most common AEs that were reported in more than two patients were muscle spasms (15/30; 50%), headache (4/30; 13%), nausea (4/30; 13%), fatigue (4/30; 13%), and hyperkalemia (3/30; 10%).  Muscle spasms were generally transient and were associated with reductions of creatine kinase, which is evidence of improved energy metabolism.

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On November 4, 2017, our partner, KHK, presented results of its trial, TSUBAKI, a double-blind, randomized, placebo-controlled Phase 2 trial in Japan.  In TSUBAKI, bardoxolone methyl demonstrated statistically significant and clinically meaningful increases in directly-measured glomerular filtration rate (GFR) in patients with type 2 diabetes and CKD using the “gold standard” inulin clearance method.  The observed increase in GFR demonstrates that historical increases in eGFR produced by bardoxolone methyl in various forms of CKD, including Alport syndrome, reflect a true increase in kidney function.  Bardoxolone methyl demonstrated a favorable safety profile with no effect on blood pressure, urinary volume or sodium retention, and no evidence of overt fluid overload or cardiac toxicity.

In August 2017, after having announced preliminary results from the CARDINAL Phase 2 trial, we began enrolling patients in the Phase 3 portion of CARDINAL, a double-blind, randomized, placebo-controlled, multi-center, international trial designed to evaluate the safety and efficacy of bardoxolone methyl in patients with CKD caused by Alport syndrome.  The trial will enroll approximately 150 patients randomized evenly to either bardoxolone methyl or placebo.  The eGFR change will be measured after 48 weeks while the patient is on treatment, or on-treatment eGFR, and again after 52 weeks after the patient has stopped taking study drug for a four-week withdrawal period, or retained eGFR.  Based on guidance from the FDA, the year one retained eGFR benefit data may support accelerated approval under subpart H.  Data from year one of CARDINAL are expected to be available in the second half of 2019.  After withdrawal, patients will be restarted on study drug with their original treatment assignments and will continue on study for a second year.  The second year on-treatment eGFR change will be measured after 100 weeks and the retained eGFR benefit will be measured after withdrawal of drug for four weeks at week 104.  Based upon guidance from the FDA, the year two retained eGFR benefit data may support full approval.  In July 2017, we received orphan drug designation for bardoxolone methyl for the treatment of Alport syndrome.

We have observed no significant tolerability issues in CARDINAL to date.  The trial is being overseen by a data monitoring committee (DMC) that reviews all data, including SAE and AE data, on an unblinded basis, to assess safety.  The DMC has not reported any safety concerns to date.

Omaveloxolone in Friedreich’s Ataxia

Friedreich’s ataxia is an inherited, debilitating, and degenerative neuromuscular disorder, caused by a mutation in the frataxin gene, which is typically diagnosed during adolescence and can ultimately lead to early death.  Deficiency of frataxin in cells leads to a mitochondrial iron overload and poor cellular iron regulation, increased sensitivity to oxidative stress, and impaired mitochondrial ATP production.  Patients with FA experience progressive loss of coordination, muscle weakness, and fatigue, which commonly progresses to motor incapacitation and wheelchair reliance.  FA patients may also experience visual impairment, hearing loss, diabetes, and cardiomyopathy.  Childhood-onset FA can occur as early as age five, is more common than later-onset FA, and typically involves more rapid disease progression.  The majority of FA patients have disease onset by approximately 13 to 15 years of age, and thereafter have a mean duration until wheelchair use of 10 to 15 years.  The median age of death is in the mid-30s.

There are no currently approved therapies for the treatment of FA.  Patients are usually given guidelines around certain lifestyle habits.  They are recommended to follow a diet that is low in iron and encouraged to take vitamins and supplements.  Idebenone was previously approved as a treatment for FA in Canada, but it was withdrawn five years after it was launched primarily because no evidence could be provided for its efficacy.

Because impaired ATP production in FA patients likely accounts for the decreased coordination, progressive muscle weakness, exercise intolerance, and fatigue observed in these patients, as well as other disease manifestations, we believe that omaveloxolone may be effective in treating this indication.  In FA patients, mitochondrial function is correlated with measures of neurologic function.  Further, data demonstrate that Nrf2 signaling is significantly impaired in FA patients, resulting in impairment of antioxidant defense mechanisms, while silencing of frataxin gene expression has been linked to decreases in expression of Nrf2.  Additionally, omaveloxolone has been shown in vitro to restore mitochondrial activity in fibroblasts isolated from FA patients.  Accordingly, we believe that Nrf2 activation through omaveloxolone may result in a clinical benefit to FA patients.

In June 2017, we announced data from part 1 of MOXIe, a double-blind, randomized, placebo-controlled, multi-center, international Phase 2 trial designed to evaluate the safety, tolerability, and efficacy of omaveloxolone in patients with FA.  Data from the trial showed that in 52 FA patients, and across all doses, omaveloxolone improved modified Friedreich’s Ataxia Rating Scale (mFARS) by 2.5 points from baseline (p<0.0001) and by 1.1 points relative to placebo (not statistically significant).  The maximum effect on mFARS was observed at the 160 mg dose level, which was administered to a total of 12 patients, with an improvement in mFARS of 3.8 points versus baseline (p=0.0001) and of 2.3 points relative to placebo (approached statistical significance, p=0.06).

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We observed that omaveloxolone produced greater improvements in mFARS in patients that did not have a preexisting musculoskeletal foot deformity that causes high arched feet, called pes cavus.  As seen in the graph below, in patients without pes cavus, maximum effect on mFARS was also observed at the 160 mg dose level, with an improvement in mFARS at Week 12 of 6.0 points versus baseline (p<0.0001) and of 4.4 points relative to placebo (p=0.01).  Observed improvement in mFARS at Week 12 for the 7 placebo patients without pes cavus of 1.6 points was similar to that observed in all 17 placebo patients of 1.4 points.

The trial is being overseen by a data safety monitoring board (DSMB) that reviews all data, including SAE and AE data, on an unblinded basis to assess safety.  No safety concerns were identified by the DSMB in part 1 of MOXIe.  Only two SAEs were reported, and both events occurred in placebo-treated patients.  The most common AEs in excess to placebo in the omaveloxolone group were upper respiratory tract infections and nasopharyngitis, which were generally mild in severity.  Omaveloxolone was reported to be well-tolerated with only a single discontinuation in a 40 mg patient who developed a skin rash.  One placebo patient discontinued prematurely due to withdrawal of consent.

We began enrolling patients in part 2 of MOXIe in October 2017.  During August 2017, the FDA confirmed that mFARS was acceptable as the primary endpoint for part 2 of MOXIe.  The FDA communication was made in response to the Company’s request that the FDA confirm its prior guidance that, depending on MOXIe results, mFARS could be appropriate to support approval of omaveloxolone for FA under Subpart H.  In the recent communication, FDA indicated that it may consider either accelerated or full approval based on the overall results of the trial and strength of the data.  FDA recommended that the Company extend the treatment duration of the study and add a straightforward patient-reported or performance-based outcome endpoint to the study.

The trial will enroll approximately 100 FA patients randomized evenly to either 150 mg of omaveloxolone or placebo.  The primary endpoint of the trial will be the change from baseline in mFARS in patients treated with omaveloxolone compared to placebo at 48 weeks.  Additional endpoints will include the change from baseline in peak work during maximal exercise testing, Patient Global Impression of Change, and Clinical Global Impression of Change.  In June 2017, we received orphan drug designation for omaveloxolone for the treatment of FA.

We have observed no significant tolerability issues in MOXIe to date.  The DSMB has not reported any safety concerns to date.

Bardoxolone Methyl in CTD-PAH

CTD-PAH, which represents approximately 30% of the overall PAH population, is a late and often fatal manifestation of many types of autoimmune disease, including systemic sclerosis (scleroderma), systemic lupus erythematosus, mixed connective tissue disease, and others.  Patients with CTD-PAH are generally less responsive to existing therapies and have a worse prognosis than patients with other forms of PAH.  In comparison to patients with idiopathic PAH (I-PAH), patients with CTD-PAH have a higher occurrence of small vessel fibrosis and greater incidence of pulmonary veno-obstructive diseases.  In the United States, the five-year survival rate for CTD-PAH patients is approximately 44% while I-PAH patients have a 68% five-year survival rate.

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Currently approved therapies to treat PAH include endothelin receptor antagonists, nitric oxide pathway modulators, and prostacyclin pathway agonists, all of which are systemic vasodilators that directly modulate vasoconstrictive and vasodilatory pathways.  The effects of these existing therapies are not specific to the pulmonary vasculature, so they also have systemic hemodynamic effects.  These systemic hemodynamic effects can result in hypotension and syncope (fainting), which generally limits their clinical effectiveness.  These hemodynamic effects can be exacerbated when a patient is prescribed multiple vasodilators.  In addition, clinically significant drug-drug interactions have been observed that can further limit the ability to deliver effective drug combinations.

A meta-analysis of the response of CTD-PAH patients to vasodilator therapy in 11 registrational trials comprised of more than 2,700 PAH patients published in the November 2015 issue of American Journal of Respiratory and Critical Care Medicine demonstrated that CTD-PAH patients respond less well than I-PAH patients to approved vasodilator therapies in both clinical worsening and improvements in 6-minute walk distance (6MWD) from baseline, with a response in CTD-PAH patients (9.6 meters) of approximately one-third of the response in I-PAH patients (30 meters).  The meta-analysis also demonstrated that I-PAH patients were more hemodynamically impaired than CTD-PAH patients, which likely explains why vasodilator therapy is more effective in I-PAH patients.  This difference also explains why CTD-PAH patients respond less well to vasodilator therapy, as their disease process is less hemodynamic and involves systemic fibrotic processes caused by the patients’ underlying autoimmune diseases, such as scleroderma, lupus, or mixed connective tissue disease.

Bardoxolone methyl directly targets the bioenergetic and inflammatory components of PAH.  PAH patients experience mitochondrial dysfunction, increased activation of NF-κB and related inflammatory pathways involved in ROS-mediated signaling, cellular proliferation, and fibrosis.  Bardoxolone methyl, through the combined effect of Nrf2 activation and NF-κB suppression, has the potential to inhibit inflammatory and proliferative signaling, suppress ROS production and signaling, reduce the production of proteins related to fibrosis and tissue remodeling, and increase cellular respiration and ATP production.  Bardoxolone methyl targets multiple cell types relevant to PAH, including endothelial cells, smooth muscle cells, and macrophages.  Additionally, unlike current therapies, bardoxolone methyl does not have systemic hemodynamic effects or drug-drug interactions in PAH patients.  Therefore, by addressing a novel pathway in PAH, we believe that bardoxolone methyl may provide additional benefits beyond current PAH therapies, including increased functional capacity, potential effects beyond functional improvements and potential as a combination therapy with other current therapies.

Phase 3 CATALYST Trial

In October 2016, we began enrolling patients in CATALYST, an international, randomized, double-blind, placebo-controlled Phase 3 trial examining the safety and efficacy of bardoxolone methyl in patients with CTD-PAH when added to standard-of-care vasodilator therapy.  Patients will be on up to two background therapies and will be randomized evenly to either bardoxolone methyl or placebo, and the study drug will be administered once daily for 24 weeks.  Patients randomized to bardoxolone methyl will start at 5 mg and will dose-escalate to 10 mg at Week 4 unless contraindicated clinically.  The primary endpoint of the study is the change from baseline in 6MWD relative to placebo at Week 24.  Secondary endpoints include time to first clinical improvement as measured by improvement in World Health Organization/New York Heart Association, functional class, increase from baseline in 6MWD by at least 10%, or decrease from baseline in creatine kinase, which is a surrogate biomarker for muscle injury and inflammation, by at least 10%.  The trial will enroll between 130 and 200 patients, with the final sample size determined by a pre-specified, blinded sample size re-calculation based on 6MWD variability and baseline characteristics of the first 100 patients enrolled in the trial.  All patients who complete the treatment period are eligible to continue into an extension trial to evaluate the intermediate and long-term safety of bardoxolone methyl.  Those patients who had been receiving placebo will be converted to bardoxolone methyl in the extension trial.  Data from CATALYST are expected to be available during the second half of 2018.  In 2015, the FDA granted our request for orphan drug designation for the treatment of PAH.

CATALYST was designed based on previous data from the LARIAT Phase 2 trial which enrolled a total of 22 patients with CTD-PAH.  Based on findings in LARIAT, patients with moderate to severe anemia, which represent a small percentage of the patient population, are being excluded from CATALYST because data demonstrated that treatment with iron supplementation or erythropoietin can affect 6MWD values independent of study drug effect.  The primary endpoint in CATALYST, which will be analyzed using the mixed-model repeated measures (MMRM) statistical analysis method, is the placebo-corrected change in 6MWD from baseline to the end-of-treatment at 24 weeks.  As part of the planning to determine sample size for CATALYST, we performed an analysis applying the MMRM statistical analysis method for CATALYST to the available end-of-treatment change in 6MWD data from CTD-PAH patients in LARIAT.  The summary of our analysis using the change at the end of treatment period on all patients and patients without anemia is shown in the table below.

21


Summary of End-of-Treatment 6MWD Changes for CTD-PAH Patients in LARIAT

 

 

All Patients

 

Patients Without Anemia

  Treatment

N

Change from Baseline (m)

Placebo-corrected (m)

N

Change from

Baseline

Placebo-corrected

  Placebo

7

9.8

p=0.44

5

-5.8

p=0.68

  Bardoxolone Methyl

15

38.2

p <0.001

28.4

p=0.07

14

42.7

p < 0.001

48.5

p=0.005

CATALYST is designed to detect a minimum treatment effect of 12.5 meters versus placebo assuming a standard deviation of 50 meters.  The observed treatment effect in the LARIAT CTD-PAH subgroup analyses, both with and without the anemic patients included, is meaningfully larger than the minimally detectable treatment effect in CATALYST.  The standard deviation observed in LARIAT of 37 meters is lower than the estimated standard deviation of 50 meters in CATALYST.

CTD-PAH is a serious progressive disease that ultimately leads to right ventricular heart failure and death.  Patients with CTD-PAH can develop serious comorbidities, such as syncope, chest pain, palpitations, fluid retention, and hypoxemia.  CATALYST is overseen by a DSMB that reviews all data, including SAE and AE data, on an unblinded basis to assess safety.  The DSMB has not reported any safety concerns to date.

Other Programs

The chart below is a summary of our current other clinical programs:

Other Programs

Program

Next Expected Milestone

Timing of Milestone

Rare Kidney Diseases

Phase 2 Data

2H 2018

Bardoxolone methyl

Pulmonary Hypertension (ILD)

Phase 2 Data

1Q 2018

Bardoxolone methyl

Mitochondrial Myopathies

Phase 2 Part 1 Data

1Q 2018

Omaveloxolone

Melanoma

Phase 1b Data

2H 2017

Omaveloxolone

Neurological Indications

Initiation of Phase 2

TBD

RTA 901

Bardoxolone Methyl in Other Rare Kidney Diseases

We began activating sites in October 2017 for PHOENIX, a Phase 2 trial of bardoxolone methyl in various rare forms of CKD, including autosomal dominant polycystic kidney disease, IgA nephropathy, type 1 diabetic CKD, and focal segmental glomerulosclerosis.  Bardoxolone methyl has demonstrated clinically significant increased kidney function in clinical trials in patients with CKD caused by Alport syndrome and type 2 diabetic CKD.  We believe bardoxolone methyl suppresses the fibrosis, remodeling, and inflammation that drive losses in kidney function in these diseases.  The CKD that arises in the four indications being studied in PHOENIX is caused by different initial insults, but the processes of fibrosis, remodeling, and inflammation are central to the loss of kidney function in each.  PHOENIX will be an open-label trial of bardoxolone methyl orally-administered once-daily for 12 weeks, with a primary efficacy endpoint of change from baseline in eGFR.

22


Bardoxolone Methyl in PAH and PH-ILD

ILD patients experience extensive pulmonary vascular remodeling, which ultimately leads to PH-ILD.  Recent studies have demonstrated that mitochondrial abnormalities are contributors to PH-ILD.  Because bardoxolone methyl was active in patients with CTD-PAH, a fibrotic disease, we believe that bardoxolone methyl may be effective in PH-ILD patients.  We are studying bardoxolone methyl in LARIAT, an international, randomized, placebo-controlled, double-blind, dose-escalation Phase 2 trial evaluating the safety and efficacy of once daily, orally administered bardoxolone methyl in patients with PAH or PH-ILD, including PH-ILD caused by sarcoidosis and idiopathic pulmonary fibrosis.  The primary endpoint of LARIAT is change in 6MWD during a 16 week treatment period.  All patients who complete the treatment period are eligible to continue into an extension trial to evaluate the intermediate and long-term safety of bardoxolone methyl.  Those patients who had been receiving placebo are converted to bardoxolone methyl in the extension trial.  Data have not been presented for any of the PH-ILD groups.  We completed enrollment of PH-ILD patients in the third quarter of 2017 and anticipate that data will be available in the first quarter of 2018.

We have observed no significant tolerability issues in LARIAT to date.  The trial utilizes a protocol safety review committee (PSRC) that reviews all data, including SAE and AE data, on an unblinded basis to assess safety.  The PSRC has not reported any safety concerns to date.

Omaveloxolone in Mitochondrial Myopathies

MM are a multi-systemic group of myopathies associated with mitochondrial dysfunction that are caused by over 200 different genetic mutations.  Patients with MM present a complex array of symptoms that can vary widely in severity, with main symptoms including muscle weakness, exercise intolerance, and fatigue.  We are studying omaveloxolone in MOTOR, a two-part randomized, placebo-controlled, double-blind, dose-escalation Phase 2 trial to evaluate the safety and efficacy of omaveloxolone in patients with MM.  The protocol for the trial allows up to 100 patients with MM under the Investigational New Drug application (IND) that we sponsored and filed in July 2014.  In 2014, we met with the FDA to discuss our MM program.  Based on discussions with the FDA, we designed a two-part trial with evaluation of a broad dose range in part 1 and confirmatory evaluation of safety and efficacy in part 2.  Part 1 focuses on the evaluation of safety and efficacy of omaveloxolone doses ranging from 2.5 mg to 160 mg.  Data for multiple endpoints are being collected, with the primary efficacy endpoint being the change in peak work, as measured by exercise testing on a recumbent bicycle.  The key secondary endpoint is the change from baseline in patients’ 6MWD.  Part 2 is designed to provide additional efficacy and safety data and it has the potential to be used for registration.  We completed patient enrollment in part 1 in the third quarter of 2017, and data are expected in the first quarter of 2018.  We expect to evaluate the data and, if successful, make any changes needed to the protocol and then initiate part 2 of MOTOR.

We have observed no significant tolerability issues in MOTOR to date.  The trial is being overseen by a DSMB that reviews all data, including SAE and AE data, on an unblinded basis to assess safety.  The DSMB has not reported any safety concerns to date.  We intend to submit a request to the FDA for orphan drug designation for omaveloxolone for the treatment of MM once we have in vivo or human clinical data to support this application.

Omaveloxolone in Melanoma

We are studying omaveloxolone in REVEAL, an open-label, multi-center, dose-escalation Phase 1b/2 trial evaluating the safety, pharmacodynamics, and efficacy of omaveloxolone, in combination with existing immunotherapies, in up to 102 patients with metastatic melanoma.  In REVEAL, patients receive omaveloxolone monotherapy for one week, followed by omaveloxolone in combination with the labeled treatment course of either Yervoy® or Opdivo®.  We have observed no significant tolerability issues in REVEAL to date.  The trial is being overseen by a PSRC that reviews all data, including SAE and AE data, to assess safety.  The PSRC has not reported any safety concerns to date.  Data from the 1b dose escalation portion of REVEAL are expected during the second half of 2017.  In September 2017, we received orphan drug designation for omaveloxolone for the treatment of Stage IIb through IV malignant melanoma.

RTA 901 for the Treatment of Neurological Indications

Our Hsp90 modulators, including RTA 901, are highly potent and selective C-terminal modulators of Hsp90.  Modulation of Hsp90 may induce expression of Hsp70, a molecular chaperone that plays a critical role in the process through which a protein assumes its functional shape and that serves as a central gatekeeper for mitochondrial protein import.  Mitochondria rely on Hsp70-dependent protein import mechanisms for almost all of their activity, including the production of ATP.  There are also indications that Hsp70 may play a profound role in neuroprotection since nerve cells are high consumers of ATP and rely on Hsp70-dependent protein import for proper mitochondrial function.

23


We have conducted a Phase 1 clinical trial to evaluate the safety, tolerability, and pharmacokinetic profile of RTA 901 in healthy adult volunteers.  The trial was designed in two parts, part 1 with single ascending doses, and part 2 with multiple ascending doses.  In part 1, 48 healthy subjects in 6 groups of 8 subjects each were randomized in a 3:1 ratio to receive a single dose of RTA 901 or placebo, respectively.  In part 2, 30 healthy subjects in 3 groups of 10 subjects each were randomized in a 4:1 ratio to receive 14 daily doses of RTA 901 or placebo, respectively.  We encountered no safety or tolerability issues, observed an acceptable pharmacokinetic profile in the trial, and are currently evaluating various options in the design and timing of a Phase 2 trial.

Preclinical Programs

RORγT Inhibitors

We are pursuing preclinical development of novel, small-molecule, orally bioavailable RORγT inhibitors.  RORγT is the master regulator of human T Helper 17 (Th17) cellular differentiation, function, and cytokine production, and represents a compelling target for a variety of autoimmune and inflammatory conditions.  Th17 cells produce cytokines, including IL-17, that play a critical role in driving immune-mediated inflammation and are implicated in the pathogenesis of certain autoimmune diseases.  The efficacy of suppressing IL-17 as a means of treating these conditions has been demonstrated both in animal models and in humans.  We have selected and are advancing a single RORγT development candidate into Good Laboratory Practices toxicology studies.

Additional Nrf2 Activator Indications

If beneficial effects are demonstrated in our ongoing CKD caused by Alport syndrome, CTD-PAH, FA, MM, and PH-ILD trials, this could indicate that our Nrf2 activator pharmacology may also provide therapeutic benefit for patients suffering from other diseases where mitochondrial dysfunction or chronic inflammation is implicated.  In addition, if therapeutic benefits are demonstrated in CKD caused by Alport syndrome, the Nrf2 activator pharmacology may also provide therapeutic benefit in other kidney diseases.  Some of these diseases may be treated by our current lead product candidates, bardoxolone methyl and omaveloxolone.

Additional Hsp90 Modulator Indications

If beneficial neuroprotective and bioenergetic effects are demonstrated in our future Phase 2 trials, this could indicate that our Hsp90 modulator pharmacology may also provide therapeutic benefit for patients suffering from other diseases where neurodegeneration and mitochondrial dysfunction are implicated.

Financial Operations Overview

Revenue

Our revenue to date has been generated primarily from licensing fees received under our collaborative license agreements and reimbursements for expenses.  We currently have no approved products and have not generated any revenue from the sale of products to date.  In the future, we may generate revenue from product sales, royalties on product sales, reimbursements for collaboration services under our current collaboration agreements, or license fees, milestones, or other upfront payments if we enter into any new collaborations or license agreements.  We expect that our future revenue will fluctuate from quarter to quarter for many reasons, including the uncertain timing and amount of any such payments and sales.

Our license and milestone revenue has been generated primarily from our collaborative licensing agreements withthe KKC Agreement, the AbbVie License Agreement, and KHKthe AbbVie Collaboration Agreement and consists of upfront payments and milestone payments.  License revenue recorded with respect to the KKC Agreement, the AbbVie License Agreement, and the AbbVie Collaboration Agreement consists solely of the recognition of deferred revenue.  Under our revenue recognition policy, licensecollaboration revenue associated with upfront, non-refundable license payments received under theour license and collaboration agreements with AbbVieare deferred and KHK are recognized ratably over the expected term of the performance obligations under each agreement.  Under the agreements,Reacquisition Agreement, we no longer have performance obligations under the AbbVie License Agreement and the AbbVie Collaboration Agreement.  We only expect to recognize revenue under the KKC Agreement, which extendextends through various periods beginning in 2017 and ending in 2026.  License revenue recorded with respect to the collaboration agreements with AbbVie consists solely of the recognition of deferred revenue.  License revenue recorded with respect to the collaboration agreements with KHK consists of the recognition of deferred revenue and reimbursement of KHK clinical drug supply costs.2021.

We also have other license revenue, which consists of milestone payments from a disease advocacy organization in 2017, and other revenue, which consists of reimbursements from KHK for expenses incurred to obtain KHK clinical drug supplies.

24


Research and Development Expenses

The largest component of our total operating expenses has historically been our investment in research and development activities, including the clinical development of our product candidates.  From our inception through September 30, 2017,2020, we have incurred a total of $529.0$896.6 million in research and development expense, a majority of which relates to the development of bardoxolone methyl and omaveloxolone.  We expect our research and development expense to continue to increase in the future as we advance our product candidates through clinical trials and expand our product candidate portfolio.  The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and we consider the active management and development of our clinical pipeline to be crucial to our long-term success.  The actual probability of success for each product candidate and


preclinical program may be affected by a variety of factors, including the safety and efficacy data for product candidates, investment in the program, competition, manufacturing capability, and commercial viability.

Research and development expenses include:

expenses incurred under agreements with clinical trial sites that conduct research and development activities on our behalf;

expenses incurred under agreements with clinical trial sites that conduct research and development activities on our behalf;

expenses incurred under contract research agreements and other agreements with third parties;

expenses incurred under contract research agreements and other agreements with third parties;

employee and consultant-related expenses, which include salaries, benefits, travel, and stock-based compensation;

employee and consultant-related expenses, which include salaries, benefits, travel, and stock-based compensation;

laboratory and vendor expenses related to the execution of preclinical and non-clinical studies and clinical trials;

laboratory and vendor expenses related to the execution of preclinical and non-clinical studies and clinical trials;

the cost of acquiring, developing, manufacturing, and distributing clinical trial materials; and

the cost of acquiring, developing, manufacturing, and distributing clinical trial materials;

the cost of development, scale up, and process validation activities to support product registration; and

facilities, depreciation, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance, and other supply costs.

facilities, depreciation, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance, and other supply costs.

Research and development costs are expensed as incurred.  Costs for certain development activities such as clinical trials are highly judgmental and are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and our clinical sites.

We base our expense accruals related to clinical trials on our estimates of the services received and efforts expended underpursuant to contracts with multiple research institutions and contract research organizations (CROs) that conduct and manage clinical trials on our behalf.  The financial terms of these agreements vary from contract to contract and may result in uneven payment flows.  Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones.  In accruing costs, we estimate the time period over which services will be performed and the level of effort to be expended in each period.  If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates.

To date, we have not experienced significantmaterial changes in our estimates of accrued research and development expenses after a reporting period.  However, due to the nature of estimates, we cannot assure you that we will not make changes to our estimates in the future as we become aware of additional information about the status or conduct of our clinical trials and other research activities.

Currently, AbbVie is not participating in the developmentKKC has allowed us to conduct clinical studies of bardoxolone methylin certain rare forms of kidney diseases in Japan and has reimbursed us the majority of the costs for our CARDINAL study in Japan and is paying for the treatmentcosts of CKD causeda certain number of patients as the in-country caretaker in our FALCON study in Japan.  We reduced our expenses by Alport syndrome, PAH, or PH-ILD,$0.0 million and we are therefore incurring all$0.5 million for KKC’s share of CARDINAL costs for this program.  With respect to our omaveloxolone programs and our collaboration agreement with AbbVie, we were responsible for a certain initial amount in early development costs before AbbVie began sharing development costs equally.  In April 2016, we had incurred all of these initial costs, after which payments from AbbVie with respect to research and development costs incurred by us were recorded as a reduction in research and development expenses.

In September 2016, we and AbbVie mutually agreed that we would continue unilateral development of omaveloxolone.  Therefore, AbbVie no longer co-funds the exploratory development costs of this program, but retains the right to opt back in at certain points in development.  For the three and nine months ended September 30, 2017, no payments related to shared research2020 and development costs were received.

25


2019, respectively.

The following table summarizes our research and development expenses incurred:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Three Months Ended

September 30

 

 

Nine Months Ended

September 30

 

 

(unaudited)

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(in thousands)

 

 

(unaudited; in thousands)

 

Bardoxolone methyl

 

$

8,857

 

 

$

4,508

 

 

$

25,312

 

 

$

11,725

 

 

$

14,113

 

 

$

12,511

 

 

$

37,765

 

 

$

31,904

 

Omaveloxolone

 

$

3,289

 

 

 

725

 

 

$

7,015

 

 

 

3,539

 

 

 

5,770

 

 

 

5,999

 

 

 

20,711

 

 

 

17,478

 

RTA 901

 

$

398

 

 

 

303

 

 

$

1,772

 

 

 

1,880

 

 

 

1,527

 

 

 

560

 

 

 

3,489

 

 

 

1,616

 

RTA 1701

 

 

152

 

 

 

452

 

 

 

2,026

 

 

 

1,433

 

Other research and development expenses

 

$

5,782

 

 

 

3,764

 

 

$

16,731

 

 

 

10,537

 

 

 

15,621

 

 

 

12,757

 

 

 

57,629

 

 

 

35,517

 

Total research and development expenses

 

$

18,326

 

 

$

9,300

 

 

$

50,830

 

 

$

27,681

 

 

$

37,183

 

 

$

32,279

 

 

$

121,620

 

 

$

87,948

 


 

The program-specific expenses summarized in the table above include costs that we directly allocate to our product candidates.  Our other research and development expenses include research and development salaries, benefits, stock-based compensation and preclinical, research, and discovery costs, which we do not allocate on a program-specific basis.

General and Administrative Expenses

General and administrative expenses consist primarily of employee-related expenses for executive, operational, finance, legal, compliance, and human resource functions.  Other general and administrative expenses include personnel expense, facility-related costs, professional fees, accounting and legal services, depreciation expense, other external services, and expenses associated with obtaining and maintaining our intellectual property rights.

We anticipate that our general and administrative expenses will increase in the future as we increaseprepare for our headcount to support our continued research and development and potential commercialization of our product candidates.  We have also incurred, and anticipate incurring in the future, increased expenses associated with being a public company, including exchange listing and SEC requirements, director and officer insurance premiums,premium, legal, audit and tax fees, compliance with the Sarbanes-Oxley Act, regulatory compliance programs, and investor relations costs.  Additionally, if and when we believe the first regulatory approval of one of our product candidates appears likely, we anticipate an increase in payroll and related expenses as a result of our preparation for commercial operations, especially for the sales and marketing of our product candidates.

InvestmentOther Income (Expense), Net

InvestmentOther income represents(expense) includes interest and gains earned on our cash and cash equivalents, which include money market funds.

Interest expense

Commencing in March 2017, interest expense is primarily attributableon term loans, amortization of debt issuance costs, imputed interest on long term payables, loss on extinguishment of debt, gain on termination of lease, foreign currency exchange gains and losses, gains and losses on sales of assets, and non-cash interest expense on liability related to interest charges associated with borrowings under our Loan Agreement.the sale of future royalties.

Provision forBenefit from (Provision for) Taxes on Income

Provision for taxes on income consists of net loss, taxed at federal tax rates and adjusted for certain permanent differences.  We maintain a full valuation allowance against the majority of our net deferred tax assets.assets in the United States.  Changes in this valuation allowance also affect the tax provision.

26


Results of Operations

Comparison of the three months endedThree Months Ended September 30, 20172020 and 20162019 (unaudited)

The following table sets forth our results of operations for the three months ended September 30:

 

2017

 

 

2016

 

 

Change

$

 

 

Change

%

 

 

2020

 

 

2019

 

 

Change $

 

 

Change %

 

 

(unaudited)

 

 

(in thousands)

 

 

(in thousands, except percentage data)

 

Consolidated Statements of Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collaboration revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License and milestone

 

$

12,501

 

 

$

12,500

 

 

$

1

 

 

 

 

 

$

1,182

 

 

$

7,898

 

 

$

(6,716

)

 

 

(85

)

Other revenue

 

 

56

 

 

 

51

 

 

 

5

 

 

 

10

 

 

 

219

 

 

 

344

 

 

 

(125

)

 

 

(36

)

Total collaboration revenue

 

 

12,557

 

 

 

12,551

 

 

 

6

 

 

 

 

 

 

1,401

 

 

 

8,242

 

 

 

(6,841

)

 

 

(83

)

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

18,326

 

 

 

9,300

 

 

 

9,026

 

 

 

97

 

 

 

37,183

 

 

 

32,279

 

 

 

4,904

 

 

 

15

 

General and administrative

 

 

6,151

 

 

 

4,039

 

 

 

2,112

 

 

 

52

 

 

 

18,314

 

 

 

14,283

 

 

 

4,031

 

 

 

28

 

Depreciation and amortization

 

 

98

 

 

 

170

 

 

 

(72

)

 

 

(42

)

Depreciation

 

 

289

 

 

 

258

 

 

 

31

 

 

 

12

 

Total expenses

 

 

24,575

 

 

 

13,509

 

 

 

11,066

 

 

 

82

 

 

 

55,786

 

 

 

46,820

 

 

 

8,966

 

 

 

19

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

198

 

 

 

62

 

 

 

136

 

 

 

219

 

Interest expense

 

 

(484

)

 

 

 

 

 

(484

)

 

 

(100

)

Other income (expense)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(100

)

Total other income (expense)

 

 

(289

)

 

 

62

 

 

 

(351

)

 

 

(566

)

Other income (expense), net

 

 

(11,164

)

 

 

(1,078

)

 

 

(10,086

)

 

**

 

Loss before taxes on income

 

 

(12,307

)

 

 

(896

)

 

 

(11,411

)

 

 

(1,274

)

 

 

(65,549

)

 

 

(39,656

)

 

 

(25,893

)

 

 

(65

)

Provision for taxes on income

 

 

1

 

 

 

1

 

 

 

 

 

 

 

Benefit from (provision for) taxes on income

 

 

93

 

 

 

(38

)

 

 

131

 

 

**

 

Net loss

 

$

(12,308

)

 

$

(897

)

 

$

(11,411

)

 

 

(1,272

)

 

$

(65,456

)

 

$

(39,694

)

 

$

(25,762

)

 

 

(65

)

** Percentage not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Revenue

License and milestone revenue totaled $12.5 million for each of the three months ended September 30, 2017represented approximately 84% and 2016.  License revenue represented 100%96% of total revenue for the three months ended September 30, 20172020 and 2016.2019, respectively, and consisted primarily of the recognition of deferred revenue.  License and milestone revenue decreased by $6.7 million or 85% during the three months ended September 30, 2020, compared to the three months ended September 30, 2019, primarily due to the Reacquisition Agreement in October 2019, which ended our performance obligations under the AbbVie Collaboration Agreement and resulted in the writing off of the related remaining deferred revenue balance, after which no further revenue was recognized.  Total revenue of $1.2 million was recognized during the three months ended September 30, 2020 from deferred revenue related to the KKC Agreement.

Other revenue was immaterial for the three months ended September 30, 2020 and 2019.

The following table summarizes the sources of our revenue for the three months ended September 30:

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

License and milestone

 

 

 

 

 

 

 

 

AbbVie Collaboration Agreement

 

$

 

 

$

6,717

 

KKC Agreement

 

 

1,182

 

 

 

1,181

 

Total license and milestone

 

 

1,182

 

 

 

7,898

 

Other revenue

 

 

219

 

 

 

344

 

Total collaboration revenue

 

$

1,401

 

 

$

8,242

 

Expenses

The following table summarizes our expenses, as a percentage of total expenses, for the three months ended September 30:

 

 

2017

 

 

2016

 

 

 

(unaudited)

 

 

 

(in thousands)

 

License and milestone

 

 

 

 

 

 

 

 

AbbVie license agreement

 

$

5,397

 

 

$

5,396

 

AbbVie collaboration agreement

 

 

6,717

 

 

 

6,717

 

KHK agreement

 

 

387

 

 

 

387

 

Total license and milestone

 

 

12,501

 

 

 

12,500

 

Other revenue

 

 

56

 

 

 

51

 

Total collaboration revenue

 

$

12,557

 

 

$

12,551

 

 

 

2020

 

 

% of Total

Expenses

 

 

2019

 

 

% of Total

Expenses

 

 

 

 

(in thousands)

 

 

Research and development

 

$

37,183

 

 

 

66

%

 

$

32,279

 

 

 

68

%

 

General and administrative

 

 

18,314

 

 

 

33

%

 

 

14,283

 

 

 

31

%

 

Depreciation

 

 

289

 

 

 

1

%

 

 

258

 

 

 

1

%

 

Total expenses

 

$

55,786

 

 

 

 

 

 

$

46,820

 

 

 

 

 

 

Research and Development Expenses

Research and development expenses increased by $9.0$4.9 million, or 97%15%, for the three months ended September 30, 2017,2020, compared to the three months ended September 30, 2016.2019.  The increase was primarily due to $4.3$5.1 million in increased clinical and manufacturing activities, primarily for CARDINAL, CATALYST, andpersonnel-related stock-based compensation expenses related to the extension trial for CATALYST and LARIAT patients (trials that were initiated or began enrolling in the fourth quartergrowth of 2016), $1.8 million in manufacturing activities for part 2 of MOXIe and REVEAL, $0.8 million reduction in co-funding from AbbVie as a result of the agreement for Reata to continue development of omaveloxolone unilaterally, $0.8 million in preclinical and manufacturing activities in our RORγT program, $0.7 million in personnel expense to support growth in our development activities and $0.2$2.1 million in stock compensation expenseincreased manufacturing and regulatory costs to support product registration offset by a decrease in clinical study expenses related to award issuancesstudies terminated in December 2016the first quarter 2020; and additional issuances to new employees.

27


$1.9 million in decreased medical affairs expenses.  Research and development expenses, as a percentage of total expenses, was 66% and 68% for the three months ended September 30, 2020 and 2019, respectively.  

General and Administrative Expenses

General and administrative expenses increased by $2.1$4.0 million, or 52%28%, for the three months ended September 30, 2017,2020, compared to the three months ended September 30, 2016.2019.  The increase was primarily due to $0.8 million in personnel expense to support growth in the organization and expanded development activities, $0.4 million in license fees, $0.6 million in stock compensation expense related to award issuances in December 2016 and additional issuances to new employees, and $0.2$4.9 million in increased commercial research activities.

Investment Income

Investment incomepersonnel and stock-based compensation expenses, offset by a decrease of $0.7 million in marketing and commercialization expenses.  General and administrative expenses, as a percentage of total expenses, was immaterial for the three months ended September 30, 201733% and 2016.

Interest Expense

Interest expense increased by $0.5 million, or 100%31%, for the three months ended September 30, 2017, compared to2020 and 2019, respectively.  

Other Income (Expense), Net

Other income (expense), net increased by $10.1 million for the three months ended September 30, 2016.2020, compared to the three months ended September 30, 2019.  The increase was attributableprimarily due to $10.4 million from non-cash interest charges associated with borrowings under our Loan Agreement entered in March 2017.expense on liability related to the sale of future royalties.


Provision forBenefit from (Provision for) Taxes on Income

Benefit forfrom taxes on income was immaterial for the three months ended September 30, 20172020 and 2016.2019.

Comparison of the nine months endedNine Months Ended September 30, 20172020 and 20162019 (unaudited)

The following table sets forth our results of operations for the nine months ended September 30:

 

2017

 

 

2016

 

 

Change

$

 

 

Change

%

 

 

2020

 

 

2019

 

 

Change $

 

 

Change %

 

 

(unaudited)

 

 

(in thousands)

 

 

(in thousands, except percentage data)

 

Consolidated Statements of Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collaboration revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

License and milestone

 

$

37,594

 

 

$

37,230

 

 

$

364

 

 

 

1

 

 

$

3,519

 

 

$

23,437

 

 

$

(19,918

)

 

 

(85

)

Other revenue

 

 

500

 

 

 

125

 

 

 

375

 

 

 

300

 

 

 

2,308

 

 

 

409

 

 

 

1,899

 

 

**

 

Total collaboration revenue

 

 

38,094

 

 

 

37,355

 

 

 

739

 

 

 

2

 

 

 

5,827

 

 

 

23,846

 

 

 

(18,019

)

 

 

(76

)

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

50,830

 

 

 

27,681

 

 

 

23,149

 

 

 

84

 

 

 

121,620

 

 

 

87,948

 

 

 

33,672

 

 

 

38

 

General and administrative

 

 

17,312

 

 

 

11,783

 

 

 

5,529

 

 

 

47

 

 

 

55,701

 

 

 

36,027

 

 

 

19,674

 

 

 

55

 

Depreciation and amortization

 

 

336

 

 

 

537

 

 

 

(201

)

 

 

(37

)

Depreciation

 

 

851

 

 

 

659

 

 

 

192

 

 

 

29

 

Total expenses

 

 

68,478

 

 

 

40,001

 

 

 

28,477

 

 

 

71

 

 

 

178,172

 

 

 

124,634

 

 

 

53,538

 

 

 

43

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

 

352

 

 

 

113

 

 

 

239

 

 

 

212

 

Interest expense

 

 

(956

)

 

 

 

 

 

(956

)

 

 

(100

)

Other income (expense)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(100

)

Total other income (expense)

 

 

(607

)

 

 

113

 

 

 

(720

)

 

 

(637

)

Other income (expense), net

 

 

(31,967

)

 

 

(2,380

)

 

 

(29,587

)

 

**

 

Loss before taxes on income

 

 

(30,991

)

 

 

(2,533

)

 

 

(28,458

)

 

 

(1,123

)

 

 

(204,312

)

 

 

(103,168

)

 

 

(101,144

)

 

 

(98

)

Provision (benefit) for taxes on income

 

 

2

 

 

 

(442

)

 

 

444

 

 

 

100

 

Benefit from (provision for) taxes on income

 

 

22,336

 

 

 

(60

)

 

 

22,396

 

 

**

 

Net loss

 

$

(30,993

)

 

$

(2,091

)

 

$

(28,902

)

 

 

(1,382

)

 

$

(181,976

)

 

$

(103,228

)

 

$

(78,748

)

 

 

(76

)

** Percentage not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

License and milestone revenue increased by $0.4 million, or 1%, for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016.  The increase was primarily due to the achievement of a $0.5 million milestone from a research collaboration with a disease advocacy organization in March 2017.  License revenue represented 99%approximately 60% and 100%98% of total revenue for the nine months ended September 30, 20172020, and 2016, respectively.

28


Other2019, respectively, and consisted primarily of the recognition of deferred revenue.  License and milestone revenue increaseddecreased by $0.4$19.9 million or 300%, for85% during the nine months ended September 30, 2017,2020, compared to the nine months ended September 30, 2016.  The increase was2019, primarily due to the Reacquisition Agreement in October 2019, which ended our performance obligations under the AbbVie Collaboration Agreement and resulted in the writing off of the related remaining deferred revenue balance, after which no further revenue was recognized.  Total revenue of $3.5 million was recognized during the nine months ended September 30, 2020 from deferred revenue related to the KKC Agreement.

Other revenue increased by $1.9 million for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, primarily due to an increase in reimbursements of expenses from KHKKKC for KHK clinical drug costsexpenses incurred.

The following table summarizes the sources of our revenue for the nine months ended September 30:

 

 

2020

 

 

2019

 

 

 

(in thousands)

 

License and milestone

 

 

 

 

 

 

 

 

AbbVie Collaboration Agreement

 

$

 

 

$

19,931

 

KKC Agreement

 

 

3,519

 

 

 

3,506

 

Total license and milestone

 

 

3,519

 

 

 

23,437

 

Other revenue

 

 

2,308

 

 

 

409

 

Total collaboration revenue

 

$

5,827

 

 

$

23,846

 


Expenses

The following table summarizes our expenses, as a percentage of total expenses, for the nine months ended September 30:

 

 

2017

 

 

2016

 

 

 

(unaudited)

 

 

 

(in thousands)

 

License and milestone

 

 

 

 

 

 

 

 

AbbVie license agreement

 

$

16,014

 

 

$

16,073

 

AbbVie collaboration agreement

 

 

19,931

 

 

 

20,004

 

KHK agreement

 

 

1,149

 

 

 

1,153

 

Other

 

 

500

 

 

 

 

Total license and milestone

 

 

37,594

 

 

 

37,230

 

Other revenue

 

 

500

 

 

 

125

 

Total collaboration revenue

 

$

38,094

 

 

$

37,355

 

 

 

2020

 

 

% of Total

Expenses

 

 

2019

 

 

% of Total

Expenses

 

 

 

(in thousands)

 

Research and development

 

$

121,620

 

 

 

68

%

 

$

87,948

 

 

 

70

%

General and administrative

 

 

55,701

 

 

 

31

%

 

 

36,027

 

 

 

29

%

Depreciation

 

 

851

 

 

 

1

%

 

 

659

 

 

 

1

%

Total expenses

 

$

178,172

 

 

 

 

 

 

$

124,634

 

 

 

 

 

Research and Development Expenses

Research and development expenses increased by $23.1$33.7 million, or 84%38%, for the nine months ended September 30, 2017,2020, compared to the nine months ended September 30, 2016.2019.  The increase was primarily due to $13.6$26.8 million in increased clinical and manufacturing activities, which include start-up costs, for CARDINAL, CATALYST, andpersonnel-related expenses related to the extension trial for CATALYST and LARIAT patients (trials that were initiated or began enrolling in the fourth quartergrowth of 2016), $2.2 million in personnel expense to support growth in our development activities $2.1 million in clinical and manufacturing activities, which include start-up costs, for part 2accelerated recognition of MOXIe, MOTOR, and REVEAL, $1.9 million in preclinical and manufacturing activities in our RORγT program, $1.4 million reduction in co-funding from AbbViestock-based compensation expense as a result of the agreement for Reata to continue developmentdeath of omaveloxolone unilaterally, $1.0 million in stock compensation expense related to award issuances in December 2016an executive and additional issuances to new employees and $0.7who entered into consulting agreements at the termination of employment; $11.1 million in increased manufacturing and regulatory costs to support product registration and increased clinical pharmacology and toxicity study expenses for our RTA 901 and RTA 1701 programs, which were offset by a decrease in clinical study expenses related to studies terminated in the first quarter 2020; and $4.6 million in decreased medical affairs activities.and research expenses. Research and development expenses, as a percentage of total expenses, was 68% and 70% for the nine months ended September 30, 2020 and 2019, respectively.

General and Administrative Expenses

General and administrative expenses increased by $5.5$19.7 million, or 47%55%, for the nine months ended September 30, 2017,2020, compared to the nine months ended September 30, 2016.2019.  The increase was primarily due to $1.3 million in personnel expense to support growth in the organization and expanded development activities, $2.3 million in stock compensation expense related to award issuances in December 2016 and additional issuances to new employees, $0.5$19.0 million in increased commercial research activities, $0.8personnel and stock-based compensation expenses, $0.9 million in intellectual property costs due to additional validationincreased insurance expenses, which were offset by a $0.2 million in marketing and commercialization expenses. General and administrative expenses, as a percentage of patents, new applications, national stage filings,total expenses, was 31% and license fees, and $0.4 million increased legal, insurance, and consulting costs in connection with being a public company.

Investment Income

Investment income was immaterial29%, for the nine months ended September 30, 20172020 and 2016.2019, respectively.

Interest ExpenseOther Income (Expense), Net

Interest expenseOther income (expense), net increased by $1.0$29.6 million or 100%,for the nine months ended September 30, 2017,2020, compared to the nine months ended September 30, 2016.2019.  The increase was primarily due to $11.2 million from loss on debt extinguishment, $11.1 million from non-cash interest expense on liability related to the sale of future royalties, and $5.9 million of additional interest expense attributable to interest charges associated withadditional borrowings under ourthe Term B Loan drawn in December 2019 and the payable due to collaborator related to the Reacquisition Agreement entered in March 2017.October 2019.

Provision forBenefit from (Provision for) Taxes on Income

Benefit forfrom taxes on income decreasedincreased by $0.4$22.2 million or 100%, for the nine months ended September 30, 2017,2020, compared to the nine months ended September 30, 2016,2019.  The increase was primarily due to differences generated and changes ina tax refund filed under the valuation allowances.provisions of the CARES Act.


29


Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through collaboration and license agreements, the sale of preferred and common stock, secured loans, and secured loans.  To date,the sale of future royalties.  Through September 30, 2020, we have raised gross cash proceeds of $476.6 million through the sale of convertible preferred stock and received $750$780.0 million from payments under license and collaboration agreements, $169.8agreements. We also obtained $944.7 million in net proceeds from our initial public offering, follow-on offerings, and follow-on offeringthe sale of our Class A common stock under the Purchase Agreement, and $19.7$299.0 million in net proceeds from the sale of future royalties under the Development Agreement.  We also obtained $151.6 million in net proceeds from our Amended Restated Loan Agreement, which we paid off in March 2017.June 2020.  We have not generated any revenue from the sale of any products.  As of September 30, 2017,2020, we had available cash and cash equivalents of approximately $154.6$578.3 million.  Our cash and cash equivalents are invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation.

On August 1, 2017, we closed a follow-on underwritten public offering of 3,737,500 shares of our Class A common stock, which included 487,500 shares of our Class A common stock issued pursuant to an option granted to the underwriters, for gross proceeds of $115.9 million.  The Company received total proceeds from the offering of $108.5 million, after deducting underwriting discounts and commissions and offering expenses.

On March 31, 2017, we entered into a Loan Agreement, which was amended on November 3, 2017 (Amended Loan Agreement).  Under the Amended Loan Agreement, our Lenders agreed to lend us up to $45.0 million, issuable in two separate tranches of $20.0 million (Term A Loan) and either $20.0 million or $25.0 million (Term B Loan).  On March 31, 2017, we borrowed $20.0 million from the Term A Loan.  We may, at our sole discretion, borrow $20.0 million under the Term B Loan.  An additional $5.0 million will be available under the Term B Loan, providing a total of $25.0 million, upon the achievement of one of two milestones.  We may borrow the Term B Loan by the earlier of 90 days after the achievement of a milestone or June 29, 2018.

All outstanding Term Loans will mature on March 1, 2022.  We will make interest-only payments through October 1, 2018; however, if we draw the Term B Loan, we will make interest-only payments through October 1, 2019.  The interest-only payment period will be followed by principal and interest payments thereafter and through maturity.  The Term A Loan bears interest at a floating per annum rate between a minimum of 8.15% and a maximum of 10.15%.  The interest rate is calculated as 7.40% plus the greater of the 30-day U.S. Dollar LIBOR rate reported in The Wall Street Journal or 0.75%.

We paid an amendment fee of $250,000 on November 8, 2017, upon execution of the amendment to the Loan Agreement.  If we do not draw the Term B Loan, we will pay an unused line fee of $1 million.

Cash Flows

The following table sets forth the primary sources and uses of cash for each of the nine months ended September 30 set forth below:30:

 

 

2017

 

 

2016

 

 

(unaudited)

 

 

2020

 

 

2019

 

 

(in thousands)

 

 

(in thousands)

 

Net cash (used in) provided by:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(58,523

)

 

$

(8,123

)

 

$

(277,200

)

 

$

(101,776

)

Investing activities

 

 

(208

)

 

 

(281

)

 

 

(539

)

 

 

(2,420

)

Financing activities

 

 

128,599

 

 

 

62,056

 

 

 

191,678

 

 

 

6,555

 

Net change in cash and cash equivalents

 

$

69,868

 

 

$

53,652

 

 

$

(86,061

)

 

$

(97,641

)

 

Operating Activities

Net cash used in operating activities was $58.5$277.2 million for the nine months ended September 30, 2017,2020, consisting primarily of a net loss of $31.0$182.0 million adjusted for non-cash items including stock-based compensation expense of $4.7$45.7 million, loss on extinguishment of debt of $11.2 million, non-cash interest expense on liability related to sale of future royalty of $11.1 million, depreciation and amortization expense of $0.4$6.7 million, and a net increase in operating assets and liabilities of $169.1 million.  The significant items in the change in operating assets that impacted our use of cash in operations were an increase in income tax receivable of $22.2 million and a decrease in payable to collaborators of $150.0 million for a payment made on June 30, 2020 under the Reacquisition Agreement.

Net cash used in operating activities was $101.8 million for the nine months ended September 30, 2019, consisting primarily of a net loss of $103.2 million adjusted for non-cash items including stock-based compensation expense of $14.1 million, depreciation and amortization expense of $1.7 million, and a net decrease in operating assets and liabilities of $32.6$14.4 million.  The significant items in the change in operating assets and liabilitiesthat impacted our use of cash in operations include an increase of prepaid expenses, other current assets, and other assets of $1.5 million due to clinical trial prepayments and reimbursements due from KHK, a decrease in account payable of $1.4 million due to timing of vendor payments, an increaseincreases in accrued direct research and other current and long-term liabilities of $7.4$11.4 million primarily due to activities directly related to our clinical trials and other activities to support our registrational trials, an increase in prepaid expenses and other current assets of $1.9 million due clinical trial activities,to increases in prepaid subscriptions and a decreaseinsurance premiums, and decreases in amounts earned or due from collaboration agreements and deferred revenue of $37.1$23.4 million.  The decrease in deferred revenue relatesis due to the timing of upfront payments and ratable recognition of revenue over the expected term of the performance obligations under our collaboration agreements with AbbVie and KHK, resultingKKC, which resulted in recognition of $37.1$23.4 million of license and milestone revenue.

30


Investing Activities

Net cash used in operatinginvesting activities of $0.5 million and $2.4 million for the nine months ended September 30, 2020 and 2019, respectively, were primarily due to capital expenditures in connection with an expansion of our office space and our purchase of property and equipment in 2019.


Financing Activities

Net cash provided by financing activities was $8.1$191.7 million for the nine months ended September 30, 2016, consisting2020, primarily of net loss of $2.1 million adjusted for non-cash items including stock-based compensation expense of $1.5 million, depreciation expense of $0.5due to $55.4 million and a net decrease$293.6 million in operating assetsfunding received from the Purchase Agreement and liabilities of $8.0 million.  The significant items in the change in operating assetsDevelopment Agreement with BXLS, respectively, and liabilities include an increase of prepaid expenses and other current assets of $2.9$9.9 million duefrom options exercised, offset by $167.2 million to clinical trial prepayments and reimbursements due from KHK and AbbVie, a decrease in income tax receivable of $31.9 million due to tax refunds received, and a decrease in deferred revenue of $37.2 million.  The decrease in deferred revenue relates to the timing of upfront payments and ratable recognition of revenue over the expected term of the performance obligations underpay off our collaboration agreements with AbbVie and KHK, resulting in recognition of $37.2 million of license and milestone revenue.

Investing ActivitiesTerm Loans.

Net cash used in investingprovided by financing activities consisted of purchases and sales of property and equipment.  Net cash used in investing activities$6.6 million for the nine months ended September 30, 2017 and 2016 was not significant.

Financing Activities

Net cash provided by financing activities was $128.6 million,2019 were primarily due to net proceeds of $108.5 million from follow-on public offering and $19.7 million from our Loan Agreement for the nine months ended September 30, 2017.

Net cash provided by financing activities was $62.1 million, primarily due to net proceeds of $62.2 million from the close of our initial public offering for the nine months ended September 30, 2016.stock option exercises.

Operating Capital Requirements

To date, we have not generated any revenue from product sales.  We do not know when or whether we will generate any revenue from product sales.  We do not expect to generate significant revenue from product sales unless and until we obtain regulatory approval of and commercialize one or more of our current or future product candidates.  We anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products.  We are subject to all the risks related to the development and commercialization of novel therapeutics, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business.  We continue to incur additional costs associated with operating as a public company.  We anticipate that we will need substantial additional funding in connection with our continuing operations.

On July 10, 2017,October 1, 2020, we filed a universal shelf registration statement on Form S-3, which was declared effective byentered into the SEC on July 14, 2017, on which we registered for sale upPlano Lease Agreement relating to $250.0 million of any combination of our common stock, preferred stock, warrants, rights, purchase contracts and/or units from timeheadquarters and offices located in Plano, Texas, with lease terms extending through June 30, 2022 with an option to time and at prices and on terms that we may determine.  After the closing of our follow-on underwritten public offering on August 1, 2017, approximately $134.1 million of securities remains available for issuance under this shelf registration.  This shelf registration statement will remain in effect forrenew up to three years from the date it was declared effective.months.  We believe our existing cashwill record approximately $4.8 million as a right-of-use asset and cash equivalents, not including proceeds from the follow-on offering or expected receipts from our collaborations, will be sufficient to enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months.lease liability in October 2020.

On November 9, 2017,June 24, 2020, we entered intoclosed on the Development Agreement and Purchase Agreement, each dated June 10, 2020, under which certain Blackstone entities paid us an at-the-market equity offering sales agreement with Stifel, Nicolaus & Company, Incorporated, that established a program pursuant to which we may offeraggregate of $350.0 million in exchange for future royalties on bardoxolone and sell up to $50 millionan aggregate of 340,793 shares of our Class A common stock at $146.72 per share.

On June 24, 2020, we paid off our Term Loans with Oxford Finance LLC and Silicon Valley Bank, which included payments for principal of $155.0 million, prepayment fees of $5.4 million, exit fees of $6.7 million, and accrued and unpaid interest of $1.0 million.

On March 27, 2020, the United States enacted the CARES Act.  Under its provisions, for the nine months ended September 30, 2020, we recognized a tax benefit and receivable of $22.1 million associated with the ability to carryback an applicable prior year’s net operating losses to a preceding year to generate a refund.  

On November 18, 2019, we closed a follow-on underwritten public offering of 2,760,000 shares of our Class A common stock for gross proceeds of $505.1 million.  Net proceeds to us from timethe offering were approximately $491.9 million, after deducting underwriting discounts and commissions and offering expenses.

On October 15, 2019, we entered into the Lease Agreement, relating to timethe lease of approximately 327,400 square feet of office and laboratory space located in at-the-market transactions under our existing shelf registration statement.  AsPlano, Texas.  The term of the filing dateLease is estimated to commence mid-2022, when construction is completed, and continue for 16 years, with up to 10 years of this Form 10-Q, thereextension at our option.  The initial annual base rent will be determined based on the project cost, subject to an initial annual cap of approximately $13.3 million, which may increase in certain circumstances.  Beginning in the third lease year, the base rent will increase 1.95% per annum each year.  In addition to the annual base rent, we will pay for taxes, insurance, utilities, operating expenses, assessments under private covenants, maintenance and repairs, certain capital repairs and replacements, and building management fees.

On October 9, 2019, we and AbbVie entered into the Reacquisition Agreement pursuant to which we reacquired the development, manufacturing, and commercialization rights concerning our proprietary Nrf2 activator product platform originally licensed to AbbVie in the AbbVie License Agreement and the AbbVie Collaboration Agreement.  In exchange for such rights, we will pay AbbVie $330.0 million, of which $100.0 million was paid as of December 31, 2019, $150.0 million was paid on June 30, 2020, and $80.0 million is payable on November 30, 2021.  We will also pay AbbVie an escalating, low single-digit royalty on worldwide net sales, on a product-by-


product basis, of omaveloxolone and an identified list of certain next-generation Nrf2 activators.  The termination of our deferred revenue balance will not have been no shares sold under this program.an impact on our cash flow.

Our longer term liquidity requirements will require us to raise additional capital, such as through additional equity, debt, or debt financings.royalty financings or collaboration arrangements.  Our future capital requirements will depend on many factors, including the receipt of milestones under our current collaboration agreementsKKC Agreement and the timing of our expenditures related to clinical trials.  We believe our existing cash and cash equivalents will be sufficient to enable us to fund our operations through the end of 2023.  However, we anticipate opportunistically raising additional capital before that time through equity offerings, collaboration or license agreements, additional debt, or royalty financings in order to maintain adequate capital reserves.  In addition, we may choose to raise additional capital at any time for the further development of our existing product candidates and may also need to raise additional funds sooner to pursue other development activities related to additional product candidates.  Decisions about the timing or nature of any financing will relybe based on, among other things, our perception of our liquidity and of the market opportunity to raise equity, debt, or debt.royalty financing.  Additional securities may include common stock, preferred stock, or debt securities.

31


  We may explore strategic collaborations or license arrangements for any of our product candidates.  If we do explore any arrangements, there can be no assurance that any agreement will be reached, and we may determine to cease exploring a potential transaction for any or all of the assets at any time.  If an agreement is reached, there can be no assurance that any such transaction would provide us with a material amount of additional capital resources.

Until we can generate a sufficient amount of revenue from our product candidates, if ever, we expect to finance future cash needs through public or private equity or debt offerings.offerings, loans, royalty financings, and collaboration or license transactions.  The outbreak of COVID-19 has caused significant disruption of global financial markets, which may reduce our ability to access capital, which could negatively affect our liquidity.  Additional capital may not be available on reasonable terms, if at all.  If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back, or discontinue the development or commercialization of one or more of our product candidates.  If we raise additional funds through the issuance of additional equity or debt securities, it could result in dilution to our existing stockholders or increased fixed payment obligations, and any such securities may have rights senior to those of our common stock.  If we incur additional indebtedness or obtain royalty financing, we could become subject to additional covenants that could furtherwould restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell, or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business, and any such debt or royalty financing could be secured by some or all of our owned intellectual property, in addition to assets which currently secure our debt.assets.  Any of these events could significantly harm our business, financial condition, and prospects.  For a description of the numerous risks and uncertainties associated with product development and raising additional capital, see “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2019and in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, under “Part II, Item 1A. Risk Factors.”

Our forecast of the period through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary due toas a result of a number of factors.  We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.  Our future funding requirements, both near- and long-term, will depend on many factors, including, but not limited to:

the scope, rate of progress, results and cost of our clinical trials, preclinical testing, and other activities related to the development of our product candidates;

the scope, rate of progress, results, and cost of our clinical trials, preclinical testing, and other activities related to the development of our product candidates;

the number and characteristics of product candidates that we pursue;

the number and characteristics of product candidates that we pursue;

the costs of development efforts for our product candidates that are not subject to reimbursement from our collaborators;

the costs of development efforts for our product candidates that are not subject to reimbursement from our collaborator;

the costs necessary to obtain regulatory approvals, if any, for our product candidates in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained;

the costs necessary to obtain regulatory approvals, if any, for our product candidates in the United States and other jurisdictions, and the costs of post-marketing studies that could be required by regulatory authorities in jurisdictions where approval is obtained;

the continuation of our existing collaborations and entry into new collaborations and the receipt of any collaboration payments;

the continuation of our existing collaboration with KKC and entry into new collaborations and the receipt of any collaboration payments;

the time and unreimbursed costs necessary to commercialize products in territories in which our product candidates are approved for sale;


the revenue from any future sales of our products for which we are entitled to a profit share, royalties, and milestones;

the time and unreimbursed costs necessary to commercialize products in territories in which our product candidates are approved for sale;

the level of reimbursement or third-party payor pricing available to our products;

the revenue from any future sales of our products for which we are entitled to a profit share, royalties, and milestones;

the costs of obtaining third-party commercial supplies of our products, if any, manufactured in accordance with regulatory requirements;

the level of reimbursement or third-party payor pricing available to our products;

the costs associated with being a public company; and

the costs of obtaining third-party commercial supplies of our products, if any, manufactured in accordance with regulatory requirements;

the costs associated with any potential loss or corruption of our information or data in a cyberattack on our computer systems or those of our suppliers, vendors, or collaborators who store or transmit our data;

the costs we incur in the filing, prosecution, maintenance, and defense of our extensive patent portfolio and other intellectual property rights.

the costs associated with being a public company;

any additional costs we incur associated with the COVID-19 pandemic; and

the costs we incur in the filing, prosecution, maintenance, and defense of our patent portfolio and other intellectual property rights.

If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and results of operations could be materially adversely affected.

Contractual Obligations and Commitments

AsWe have various contractual obligations and other commitments that require payments at certain specified periods.  The following table summarizes our contractual obligations and commitments as of September 30, 2017, there have been no material changes, outside2020 (unaudited):

 

 

Payments due by period

 

 

 

Less than

1 year

 

 

1 to 3

years

 

 

4 to 5

years

 

 

Total

 

 

 

(in thousands)

 

Operating lease obligations (1)

 

$

606

 

 

$

799

 

 

$

 

 

$

1,405

 

Payable to collaborators

 

 

 

 

 

80,000

 

 

 

 

 

 

80,000

 

Total contractual obligations

 

$

606

 

 

$

80,799

 

 

$

 

 

$

81,405

 

(1)

Total minimum future lease payments under the Lease Agreement have not commenced as of September 30, 2020.  Therefore, such payments are not included in the consolidated financial statement, as we do not yet control the underlying assets.  The lease is expected to commence mid-2022 with an initial lease term of 16 years.  The Sublease Agreement for our headquarters and offices in Plano, Texas was terminated on September 2, 2020 with no further obligations. The Plano Lease Agreement for this space commenced on October 1, 2020; these obligations are not included in this table.

The terms of the ordinary courseDevelopment Agreement require us to pay potential future royalty payments based on product development success. The above table excludes such obligations as the amount and timing of business,such obligations are unknown or uncertain, which are further described in our outstanding contractual obligations from those disclosed within "Management's Discussion and AnalysisNote 5, Liability Related to Sale of Future Royalties, to Consolidated Financial Condition and Results of Operations", asStatements contained in our Annualthis Quarterly Report on Form 10-K for year ended December 31, 2016, other than the following:

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As of September 30, 2017, our contractual obligations were as follows:10-Q.

 

 

 

Payments due by period

 

 

 

Less than

1 year

 

 

1 to 3

years

 

 

4 to 5

years

 

 

Total

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Operating lease obligations

 

$

609

 

 

$

51

 

 

$

 

 

$

660

 

Outstanding secured term loan

 

 

 

 

 

11,220

 

 

$

9,370

 

 

$

20,590

 

Total contractual obligations

 

$

609

 

 

$

11,271

 

 

$

9,370

 

 

$

21,250

 


On November 9, 2017, we amended the lease agreement for our principal executive offices in Irving, TX to extend the lease term by 24 months for an expiration date of October 2020.

Clinical Trials

As of September 30, 2017,2020, we have several ongoingon-going clinical trials in various stages.  Under agreements with various CROs and clinical trial sites, we incur expenses related to clinical trials.trials of our product candidates and potential other clinical candidates.  The timing and amounts of these disbursements are contingent upon the achievement of certain milestones, patient enrollment, and services rendered or as expenses are incurred by the CROs or clinical trial sites.  Therefore, we cannot estimate the potential timing and amount of these payments, and they have been excluded from the table above.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S.United States generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported 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 revenue recognition, accrued research and development expenses, income taxes, and stock-based compensation.  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 values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  There have been no

Our significant and material changes in our critical accounting policies during the nine months ended September 30, 2017, as compared to those disclosedare described in “Management’s DiscussionNote 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q and Analysis of Financial Condition and Results of Operations-Criticalin Part I, Item 7, “Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016.2019. There have been no other changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2019.

Off-Balance Sheet Arrangements

Since our inception, we have not had any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements, and we have not engaged in any other off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, please see Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business.  These market risks are principally limited to interest rate fluctuations.  We had cash and cash equivalents of $154.6$578.3 million at September 30, 2017,2020, consisting primarily of funds in operating cash accounts.  The primary objective of our investment activities is to preserve principal and liquidity while maximizing income without significantly increasing risk.  We do not enter into investments for trading or speculative purposes.  Due to the short-term nature of our investment portfolio, we do not believe an immediate increase of 100 basis points in interest rates would have a material effect on the fair market value of our portfolio, and accordingly we do not expect a sudden change in market interest rates to affect materially our operating results or cash flows.

33


We also have interest rate exposure as a result of our Term A Loan.  As of September 30, 2017, the outstanding principal amount of our Term A Loan was $20.0 million.  Term A Loan bears interest at a floating per annum rate calculated as 7.40% plus the greater of the 30-day U.S. Dollar LIBOR rate reported in The Wall Street Journal or 0.75%, with a minimum rate of 8.15% and a maximum rate of 10.15%.  Changes in the U.S. Dollar LIBOR rate may therefore affect our interest expense associated with the Term A Loan.  An increase of 100 basis points in interest rates would increase expense by approximately $0.2 million annually based on the amounts currently outstanding and would not materially affect our results of operations.

We contract with research, development, and manufacturing organizations and investigational sites globally.  Generally, these contracts are denominated in U.S.United States dollars.  However, we may be subject to fluctuations in foreign currency rates in connection with agreements not denominated in U.S.United States dollars.  We do not hedge our foreign currency exchange rate risk.


Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.2020.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, of 1934 (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’sSEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financialsfinancial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  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.  Based on the evaluation of our disclosure controls and procedures as of September 30, 2017,2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control overOver Financial Reporting

There hashave been no changechanges in our internal control over financial reporting, (asas such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act)Act, during the ninethree months ended September 30, 2017,2020, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

34


PART II OTHEROTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subjectFor a discussion of material pending legal proceedings, please read Note 10, Commitments and Contingencies – Litigation, to any material legal proceedings.our condensed consolidated financial statements included in Part I, Item I, “Financial Statements (Unaudited),” of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

Item 1A. Risk Factors.

In addition to other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 20162019, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,2020, which could materially affect our businesses, financial condition, or future results.  Additional risks and uncertainties currently unknown to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition, or future results.  There hashave been no material changes in our risk factors from those described in the Annual Report on Form 10-K for the year ended December 31, 20162019 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Initial Public Offering of Class A Common Stock

On May 25, 2016, our registration statement on Form S-1 (File No. 333-208843) relating to our IPO of our Class A common stock was declared effective by the SEC.  The shares began trading on The NASDAQ Global Market on May 26, 2016.  The public offering price of the shares sold in the offering was $11.00 per share.  The IPO closed on June 1, 2016 and included 6,325,000 shares of Class A common stock, which included 825,000 shares of Class A common stock issued pursuant to the overallotment option granted to the underwriters, for gross proceeds of approximately $69.6 million before deducting underwriters’ discounts and commissions and offering-related expenses.  Net proceeds, after deducting underwriting discounts and commissions of $4.9 million and offering expenses of approximately $3.8 million, were $60.9 million.  Citigroup Global Markets Inc., Cowen and Company, LLC, and Piper Jaffray & Co. acted as joint book-running managers of this offering.

There has been no material change in the planned use of proceeds from our IPO as described in our prospectus dated May 25, 2016, filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act.  We invested the funds received in highly liquid money market funds.  The net proceeds from the IPO have been used and will be used, together with our cash and cash equivalents, to fund continued advancement of our bardoxolone methyl, omaveloxolone, and clinical trials and preclinical studies, and to provide funds for working capital and other general purposes.  None of the offering proceeds were paid directly or indirectly to any of our directors or officers, or their associates, or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

Item 3. Defaults Upon Senior Securities.

None.


Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

On November 9, 2017, we entered into an at-the-market equity offering sales agreement (Sales Agreement) with Stifel, Nicolaus & Company, Incorporated (Stifel) to sell, from time to time, shares of the Company’s Class A common stock, with aggregate proceeds of up to $50 million, through an “at-the-market” equity offering program under which Stifel will act as sales agent and/or principal. As of the filing date of this Form 10-Q, there have been no shares sold under this program.None.


35


Pursuant to the Sales Agreement, shares of the Company’s Class A common stock may be offered and sold through Stifel in transactions that are deemed to be "at-the-market" offerings as defined in Rule 415 of the Securities Act, including sales made directly on or through the NASDAQ Global Market, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and any other method permitted by law, including in privately negotiated transactions. Stifel will act as sales agent on a best efforts basis and use commercially reasonable efforts to sell on our behalf all of the shares of Class A common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Stifel and us. Except as otherwise described in the Sales Agreement, Stifel will be entitled to compensation at a commission rate of up to 3% of the gross sales price per share sold. We have no obligation to sell any shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

The Class A shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-218915). The summary of the Sales Agreement in this Form 10-Q does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 to this Form 10-Q and incorporated herein by reference.

On November 9, 2017, we amended our lease agreement for our principal executive offices in Irving, TX to extend the lease term by 24 months for an expiration date of October 2020.  The amendment to our lease agreement is attached as Exhibit 10.1 and incorporated herein by reference.

36


Item 6. Exhibits.Exhibits.

 

Exhibit

Number

 

Description

 

 

 

  1.1*  3.1

 

At-the-Market Equity Offering Sales Agreement,Thirteenth Amended and Restated Certificate of Incorporation, dated November 9, 2017, between Reata Pharmaceuticals, Inc.May 11, 2016 (incorporated by reference to Exhibit 3.7 to the Company’s Form S-1 (File No. 333-208843), and Stifel, Nicolaus & Company, Incorporated.filed with the SEC on May 16, 2016).

 

 

 

   5.1*  3.2

 

Legal OpinionSecond Amended and Restated Bylaws, dated as of Vinson & Elkins L.L.P.December 7, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-37785), filed with the SEC on December 7, 2016).

 

 

 

 10.1*  31.1*

 

Lease Amendment No. 11, effective as of November 9, 2017, between Reata Pharmaceuticals, Inc. and SDCO Gateway Commerce I & II, Inc.

 10.2

First Amendment to Loan and Security Agreement, dated as of November 3, 2017, by and among Reata Pharmaceuticals, Inc., as borrower, Oxford Finance LLC, as the collateral agent and a lender, and Silicon Valley Bank, as a lender thereto (incorporated by reference to exhibit 10.1 to the Registrants’ Current Report on Form 8-K, file No. 001-37785, filed with the Commission on November 7, 2017.

  31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

  32.1**

 

Certification of Principal 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**

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS**

 

Inline XBRL Instance Document

 

 

 

101.SCH**

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL**

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF**

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB**

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE**

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Filed herewith.

**

Filed electronicallyFurnished herewith.

 


37


SIGNATURESSIGNATURES

Pursuant to the requirements 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: November 13, 20179, 2020

REATA PHARMACEUTICALS, INC.

 

 

 

 

 

By:

 

/s/ J. Warren Huff

 

Name:

 

J. Warren Huff

 

Title:

 

Chief Executive Officer and President

 

 

 

By:

 

/s/ Jason D. WilsonManmeet S. Soni

 

Name:

 

Jason D. WilsonManmeet S. Soni

 

Title:

 

Chief Operating Officer, Chief Financial Officer, and Executive Vice President

 

39

38