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 ~~June~~September 30, 2021


☐			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: 001-39112

OYSTER POINT PHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			81-1030955
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
202 Carnegie Center, Suite 109 Princeton, New Jersey			08540
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (609) 382-9032

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001

OYST

The Nasdaq Global Select 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

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 ~~July 30,~~October 29, 2021, the registrant had ~~26,014,621~~26,163,861 shares of common stock, $0.001 par value per share, outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Any statements contained in this Form 10-Q that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, such forward-looking statements are identified by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•the likelihood of the Company's clinical trials demonstrating safety and efficacy of its product candidates, and other positive results;

•the timing of initiation of the Company's future clinical trials, and the reporting of data from completed, current and future clinical trials and preclinical studies;

•plans relating to the clinical development of the Company's product candidates, including the size, number and disease areas to be evaluated;

•the size of the market opportunity and prevalence of dry eye disease for the Company's product candidates;

•plans relating to commercializing the Company's product candidates, if approved by regulatory agencies, including the geographic areas of focus and sales strategy;

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

•the Company's estimates of the number of patients in the United States who suffer from dry eye disease, and the number of patients that will enroll in its clinical trials;

•the beneficial characteristics, safety, efficacy and therapeutic effects of the Company's product candidates;

•the timing, likelihood or scope of regulatory filings and approval for its product candidates;

•the Company's ability to obtain and maintain regulatory approval of its product candidates;

•the Company's plans relating to the further development and manufacturing of its product candidates, including additional indications for which it may pursue;

•the expected potential benefits of strategic collaborations with third parties and the Company's ability to attract collaborators with development, regulatory and commercialization expertise;

•existing regulations and regulatory developments in the United States and other jurisdictions;

•the Company's plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available;

•continued reliance on third parties to conduct additional clinical trials of the Company's product candidates, and for the manufacture and supply of product candidates, components for preclinical studies and clinical trials and potentially for commercial supply;

•the Company’s ability to recruit and retain key personnel needed to develop and commercialize the Company’s product candidates, if approved, and to grow the Company;

•the potential effects of the novel strain coronavirus, or SARS-CoV-2 virus pandemic, including the resurgence of cases relating to the spread of the Delta variant, on business, operations and clinical development timelines and plans;

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

•the Company's financial performance;

•the sufficiency of existing capital resources to fund future operating expenses and capital expenditure requirements;

•expectations regarding the period during which the Company will qualify as an emerging growth company under the JOBS Act; and

•the Company's anticipated use of its existing resources and proceeds from the initial and follow-on public ~~offering.~~offerings.

The Company has based these forward-looking statements largely on its current expectations and projections about its business, the industry in which it operates and financial trends that may affect business, financial condition, results of operations and growth prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, as well as Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and the Company's Quarterly ~~Report~~Reports on Form 10-Q for the ~~three months~~periods ended March 31, 2021 and June 30, 2021. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, they should not be relied on as predictions of future events. The events and circumstances reflected in these forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.

In addition, statements that “the Company believes” and similar statements reflect the Company's beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report on Form 10-Q, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company's statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and should not be unduly relied upon.

TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION
ITEM 1	Financial Statements (unaudited)	1
	Condensed Balance Sheets as of ~~June~~September 30, 2021 and December 31, 2020	1
	Condensed Statements of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020	2
	Condensed Statements of Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020	3
	Condensed Statements of Cash Flows for the ~~six~~nine months ended ~~June~~ 3 0 ,September 30, 2021 and 2020	4
	Notes to Unaudited Interim Condensed Financial Statements	5
ITEM 2	Management's Discussion and Analysis of Financial Conditions and Results of Operations	1321
ITEM 3	Quantitative and Qualitative Disclosure About Market Risk	2334
ITEM 4	Controls and Procedures	2334

	PART II – OTHER INFORMATION
ITEM 1	Legal Proceedings	2535
ITEM 1A	Risk Factors	2535
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	2841
ITEM 3	Defaults Upon Senior Securities	2841
ITEM 4	Mine Safety Disclosures	2841
ITEM 5	Other Information	2841
ITEM 6	Exhibits	2941
SIGNATURES		3144

iii

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

OYSTER POINT PHARMA, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	154,805	$	192,585	Cash and cash equivalents	$	184,166	$	192,585
Other receivable - related party						Other receivable - related party	2,500		—
Prepaid expenses and other current assets	Prepaid expenses and other current assets	4,081		3,782		Prepaid expenses and other current assets	3,020		3,782
Total current assets	Total current assets	158,886		196,367		Total current assets	189,686		196,367
Property and equipment, net	Property and equipment, net	1,743		804		Property and equipment, net	1,976		804
Restricted cash	Restricted cash	61		61		Restricted cash	61		61
Other assets	Other assets	30		0		Other assets	2,635		—
Right-of-use assets, net	Right-of-use assets, net	783		678		Right-of-use assets, net	651		678
Total Assets	Total Assets	$	161,503	$	197,910	Total Assets	$	195,009	$	197,910
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	2,332	$	2,279	Accounts payable	$	3,506	$	2,279
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	6,594		8,285		Accrued expenses and other current liabilities	11,174		8,285
Lease liabilities	Lease liabilities	545		418		Lease liabilities	481		418
Total current liabilities	Total current liabilities	9,471		10,982		Total current liabilities	15,161		10,982
Lease liabilities, non-current	Lease liabilities, non-current	248		269		Lease liabilities, non-current	179		269
Long-term debt, net						Long-term debt, net	41,919		—
Other long-term liabilities						Other long-term liabilities	238		—
Total long-term liabilities						Total long-term liabilities	42,336		269
Total Liabilities	Total Liabilities	9,719		11,251		Total Liabilities	57,497		11,251
Commitments and Contingencies (Note 7)		0		0
Commitments and Contingencies						Commitments and Contingencies	0		0
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized; NaN outstanding		0		0
Common stock, $0.001 par value per share; 1,000,000,000 shares authorized, 26,006,437 and 25,890,490 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		26		26
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized; none outstanding						Preferred stock, $0.001 par value per share; 5,000,000 shares authorized; none outstanding	—		—
Common stock, $0.001 par value per share; 1,000,000,000 shares authorized, 26,094,253 and 25,890,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively						Common stock, $0.001 par value per share; 1,000,000,000 shares authorized, 26,094,253 and 25,890,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	26		26
Additional paid-in capital	Additional paid-in capital	347,434		341,384		Additional paid-in capital	350,832		341,384
Accumulated deficit	Accumulated deficit	(195,676)		(154,751)		Accumulated deficit	(213,346)		(154,751)
Total Stockholders’ Equity	Total Stockholders’ Equity	151,784		186,659		Total Stockholders’ Equity	137,512		186,659
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	161,503	$	197,910	Total Liabilities and Stockholders’ Equity	$	195,009	$	197,910

The accompanying notes are an integral part of these condensed financial statements.

OYSTER POINT PHARMA, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenue:										Revenue:
License revenue - related party										License revenue - related party	$	17,943	$	—	$	17,943	$	—
Total revenue										Total revenue	17,943		—		17,943		—
Operating expenses:	Operating expenses:									Operating expenses:
Research and development	Research and development	$	6,730	$	8,554	$	12,558	$	19,894	Research and development	$	6,214	$	8,210	$	18,772	$	28,104
Selling, general and administrative	Selling, general and administrative	15,296		6,940		28,388		12,529		Selling, general and administrative	28,497		8,112		56,885		20,641
Total operating expenses	Total operating expenses	22,026		15,494		40,946		32,423		Total operating expenses	34,711		16,322		75,657		48,745
Loss from operations	Loss from operations	(22,026)		(15,494)		(40,946)		(32,423)		Loss from operations	(16,768)		(16,322)		(57,714)		(48,745)
Other income (expense):										Other income (expense):
Other income, net	Other income, net	10		30		21		440		Other income, net	222		17		243		457
Interest expense										Interest expense	(1,124)		—		(1,124)		—
Total other income (expense), net										Total other income (expense), net	(902)		17		(881)		457
Net loss and comprehensive loss	Net loss and comprehensive loss	$	(22,016)	$	(15,464)	$	(40,925)	$	(31,983)	Net loss and comprehensive loss	$	(17,670)	$	(16,305)	$	(58,595)	$	(48,288)
Net loss per share, basic and diluted	Net loss per share, basic and diluted	$	(0.85)	$	(0.66)	$	(1.58)	$	(1.43)	Net loss per share, basic and diluted	$	(0.68)	$	(0.63)	$	(2.25)	$	(2.05)
Weighted average shares outstanding, basic and diluted	Weighted average shares outstanding, basic and diluted	25,989,913		23,442,530		25,957,186		22,405,031		Weighted average shares outstanding, basic and diluted	26,037,975		25,797,282		25,984,412		23,544,035

The accompanying notes are an integral part of these condensed financial statements.

OYSTER POINT PHARMA, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share amounts)

(unaudited)


		Common Stock		Additional Paid-In Capital			Accumulated Deficit		Total Stockholders’ Equity									Common Stock	Additional Paid-In Capital		Accumulated Deficit				Total Stockholders’ Equity
			Shares			Amount														Amount							Total Stockholders’ Equity
Balance at January 1, 2021	Balance at January 1, 2021		25,890,490	$	26		$	341,384			$	(154,751)			$	186,659	Balance at January 1, 2021			25,890,490			$	26				$	341,384			$	186,659
Net loss	Net loss		—	—			—		(18,909)				(18,909)		Net loss				—		—				—			(18,909)		(18,909)
Issuance of common stock upon exercise of stock options	Issuance of common stock upon exercise of stock options		55,046	—			218		—				218		Issuance of common stock upon exercise of stock options				55,046		—				218			—		218
Issuance of common stock upon vesting of restricted stock units	Issuance of common stock upon vesting of restricted stock units		15,252	—			—		—				—		Issuance of common stock upon vesting of restricted stock units				15,252		—				—			—		—
Stock-based compensation expense	Stock-based compensation expense		—	—			2,680		—				2,680		Stock-based compensation expense				—		—				2,680			—		2,680
Balance at March 31, 2021	Balance at March 31, 2021		25,960,788	$	26		$	344,282	$	(173,660)			$	170,648	Balance at March 31, 2021				25,960,788		$	26			$	344,282		$	(173,660)	$	170,648
Net loss	Net loss		—	—			—		(22,016)				(22,016)		Net loss				—		—				—			(22,016)		(22,016)
Issuance of common stock upon exercise of stock options	Issuance of common stock upon exercise of stock options		28,748	—			104		—				104		Issuance of common stock upon exercise of stock options				28,748		—				104			—		104
Issuance of common stock upon vesting of restricted stock units	Issuance of common stock upon vesting of restricted stock units		16,901	—			—		—				—		Issuance of common stock upon vesting of restricted stock units				16,901		—				—			—		—

Stock-based compensation expense	Stock-based compensation expense		—	—			3,048		—				3,048		Stock-based compensation expense				—		—				3,048			—		3,048
Balance at June 30, 2021	Balance at June 30, 2021		26,006,437	$	26		$	347,434	$	(195,676)			$	151,784	Balance at June 30, 2021				26,006,437		$	26			$	347,434		$	(195,676)	$	151,784
Net loss															Net loss				—		—							(17,670)		(17,670)
Issuance of common stock upon exercise of stock options															Issuance of common stock upon exercise of stock options				87,816		—				283			—		283

Stock-based compensation expense															Stock-based compensation expense				—		—				3,115			—		3,115
Balance at September 30, 2021															Balance at September 30, 2021				26,094,253		$	26			$	350,832		$	(213,346)	$	137,512


		Common Stock		Additional Paid-In Capital			Accumulated Deficit		Total Stockholders’ Equity									Common Stock	Additional Paid-In Capital		Accumulated Deficit				Total Stockholders’ Equity
			Shares			Amount														Amount							Total Stockholders’ Equity
Balance at January 1, 2020	Balance at January 1, 2020		21,366,950	$	21		$	221,508			$	(84,231)			$	137,298	Balance at January 1, 2020			21,366,950			$	21				$	221,508			$	137,298
Net loss	Net loss		—	—			—		(16,519)				(16,519)		Net loss				—		—				—			(16,519)		(16,519)
Issuance of common stock upon exercise of stock options	Issuance of common stock upon exercise of stock options		3,530	—			4		—				4		Issuance of common stock upon exercise of stock options				3,530		—				4			—		4
Stock-based compensation expense	Stock-based compensation expense		—	—			1,180		—				1,180		Stock-based compensation expense				—		—				1,180			—		1,180
Balance at March 31, 2020	Balance at March 31, 2020		21,370,480	$	21		$	222,692	$	(100,750)			$	121,963	Balance at March 31, 2020				21,370,480		$	21			$	222,692		$	(100,750)	$	121,963
Net loss	Net loss		—	—			—		(15,464)				(15,464)		Net loss				—		—				—			(15,464)		(15,464)
Issuance of common stock upon secondary equity offering, net of issuance costs of 8,125	Issuance of common stock upon secondary equity offering, net of issuance costs of 8,125		4,312,500	5			112,620		—				112,625		Issuance of common stock upon secondary equity offering, net of issuance costs of 8,125				4,312,500		5				112,620			—		112,625
Issuance of common stock upon exercise of stock options	Issuance of common stock upon exercise of stock options		60,425	—			82		—				82		Issuance of common stock upon exercise of stock options				60,425		—				82			—		82
Stock-based compensation expense	Stock-based compensation expense		—	—			1,609		—				1,609		Stock-based compensation expense				—		—				1,609			—		1,609
Balance at June 30, 2020	Balance at June 30, 2020		25,743,405	$	26		$	337,003	$	(116,214)			$	220,815	Balance at June 30, 2020				25,743,405		$	26			$	337,003		$	(116,214)	$	220,815

Net loss															Net loss				—		—				—			(16,305)		(16,305)
Issuance of common stock upon exercise of stock options															Issuance of common stock upon exercise of stock options				87,755		—				173			—		173
Issuance of common stock upon vesting of restricted stock units															Issuance of common stock upon vesting of restricted stock units				13,601		—				—			—		—
Stock-based compensation expense															Stock-based compensation expense				—		—				1,990			—		1,990
Balance at September 30, 2020															Balance at September 30, 2020				25,844,761		$	26			$	339,166		$	(132,519)	$	206,673

The accompanying notes are an integral part of these condensed financial statements.

OYSTER POINT PHARMA, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)
Six Months Ended June 30,
2021 2020
Cash flows from operating activities
Net loss $ (40,925) $ (31,983)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense 5,728 2,789
Depreciation 55 40
Reduction in the carrying amount of the right-of-use assets 239 188
Changes in assets and liabilities:
Prepaid expenses and other current assets (290) 1,217
Accounts payable 53 3,252
Change in lease liabilities (239) (207)
Accrued expenses and other current liabilities (1,676) (394)
Other assets (30) 0
Net cash used in operating activities (37,085) (25,098)
Cash flows from investing activities
Purchase of property and equipment (994) (342)
Net cash used in investing activities (994) (342)
Cash flows from financing activities
Payment of deferred offering costs (23) 0
Proceeds from follow-on equity offering, net of issuance costs 0 112,965
Proceeds from the exercise of stock options 322 86
Net cash provided by financing activities 299 113,051
Net (decrease) increase in cash, cash equivalents and restricted cash (37,780) 87,611
Cash, cash equivalents and restricted cash at the beginning of the period 192,646 139,198
Cash, cash equivalents and restricted cash at the end of the period $ 154,866 $ 226,809
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents $ 154,805 $ 226,748
Restricted cash 61 61
Cash, cash equivalents and restricted cash $ 154,866 $ 226,809
Supplemental cash flow information
Right-of-use for office space and office equipment acquired through leases $ 344 $ 320
Supplemental non-cash flow information
Unpaid offering costs $ 0 $ 340


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities
Net loss	$	(58,595)	$	(48,288)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	8,843		4,779
Depreciation	91		57
Amortization and accretion of long-term debt related costs	508		—
Reduction in the carrying amount of the right-of-use assets	371		285
Non-cash consideration for license revenue - related party	(443)		—
Change in fair value of net embedded derivative liability	(212)		—
Changes in assets and liabilities:
Other receivable - related party	(2,500)		—
Prepaid expenses and other current assets	395		2,172
Accounts payable	1,215		1,784
Lease liabilities	(371)		(283)
Accrued expenses and other current liabilities	2,921		2,146
Other assets	(118)		—
Net cash used in operating activities	(47,895)		(37,348)
Cash flows from investing activities
Purchases of property and equipment	(1,250)		(342)
Net cash used in investing activities	(1,250)		(342)
Cash flows from financing activities
Payment of deferred equity offering costs	(30)		—
Proceeds from follow-on equity offering, net of issuance costs	—		112,625

Net proceeds from long-term debt	40,151		—
Proceeds from the exercise of stock options	605		259
Net cash provided by financing activities	40,726		112,884
Net (decrease) increase in cash, cash equivalents and restricted cash	(8,419)		75,194
Cash, cash equivalents and restricted cash at the beginning of the period	192,646		139,198
Cash, cash equivalents and restricted cash at the end of the period	$	184,227	$	214,392

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	184,166	$	214,331
Restricted cash	61		61
Cash, cash equivalents and restricted cash	$	184,227	$	214,392
Supplemental Cash Flow Information
Cash paid during the period for:
Interest	$	617	$	—
Non-cash investing and financing activities:
Right-of-use assets acquired through leases	344		$	320

The accompanying notes are an integral part of these condensed financial statements.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements

1. Nature of Business, Basis of Presentation and Significant Accounting Policies

Description of the Business

Oyster Point Pharma, Inc. (the Company) is a ~~clinical stage~~commercial-stage biopharmaceutical company focused on the discovery, development and commercialization of first-in-class pharmaceutical therapies to treat ophthalmic diseases. ~~The Company’s principal office is located in Princeton, New Jersey. From inception through June 30,~~On October 15, 2021, ~~the Company has been engaged in business planning, research, clinical development of its therapeutic product candidates, recruiting and raising capital,~~TYRVAYA™ (varenicline solution) Nasal Spray (TYRVAYA Nasal Spray), formerly referred to as ~~well as preparation for the commercialization of its lead product candidate, OC-01. In December of 2020, the Company submitted a 505(b)(2) New Drug Application (NDA) for~~ OC-01 ~~(varenicline)~~(varenicline solution) nasal spray, a highly selective nicotinic acetylcholine receptor (nAChR) agonist, was approved by the U.S. Food and Drug Administration (FDA) for the treatment of the signs and symptoms of dry eye disease. ~~The U.S. Food and Drug Administration (FDA) has assigned~~TYRVAYA Nasal Spray’s highly differentiated mechanism of action is designed to increase basal tear production with a ~~Prescription Drug User Fee Act (PDUFA) target action date of October 17, 2021 as the~~ goal to ~~complete its review of the NDA.~~re-establish tear film homeostasis.

Liquidity

On August 5, 2021, the Company entered into a $125 million term loan credit facility (the Credit Agreement) with OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent and initial lender (OrbiMed). The Credit Agreement provides for loans to be funded in three separate tranches: the first $45 million tranche was funded on August 10, 2021, the second $50 million tranche to be funded, at the option of the Company, upon FDA approval of TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease, with an approved label that includes eye dryness score data from clinical trials, among other conditions, and the third $30 million tranche to be funded on or prior to June 30, 2023, at the option of the Company, upon the Company having received at least $40 million in net recurring revenue from the sale and/or licensing of TYRVAYA Nasal Spray in any twelve month period prior to March 31, 2023, among other conditions, including having already drawn on the second tranche.

On October 19, 2021, the Company entered into a waiver and amendment (the Amendment) to the Credit Agreement to waive certain labeling requirements required for, and to permit the availability of, the second $50 million tranche of funding under the Credit Agreement (among other customary funding provisions) and make certain other amendments thereto, subject to the terms and conditions contained therein. Because the label approving TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease did not include eye dryness score data from clinical trials, the Amendment was required in order for the Company to draw the second tranche and to be eligible to draw the third tranche under the Credit Agreement. The Amendment also increased the amount of principal that is required to be repaid if the Company does not meet certain minimum recurring revenue thresholds from the sale and/or licensing of TYRVAYA Nasal Spray on a quarterly basis for the most recently ended four fiscal quarter period, from $5 million to $10 million if (i) the Company does not meet such minimum recurring revenue thresholds from the sale and/or licensing of TYRVAYA Nasal Spray in the last four quarters and (ii) an improper promotional event has occurred. The Company would also be barred from drawing the second tranche in the event an improper promotional event occurs prior to the funding of the second tranche. The Company delivered notice to OrbiMed on October 19, 2021 that it intended to borrow the second tranche and the Company received the second tranche funding on November 4, 2021. Additional information on the terms of the Amendment and the Credit Agreement are further described in Note 7, Long-term Debt and Note 10, Subsequent Events.

On August 5, 2021, the Company entered into a license and collaboration agreement (the License Agreement) with Ji Xing Pharmaceuticals Limited (Ji Xing), which is an entity affiliated with RTW Investments, LP. RTW Investments, LP is one of the Company's beneficial owners, which owns more than 5% of the Company's outstanding shares as of September 30, 2021, and, as a result, the License Agreement is considered to be a related party transaction. Pursuant to the License Agreement, the Company was entitled to receive upfront payments of $17.5 million from the licensee, as well as up to 795,123 of the licensee's senior common shares. As described in Note 8, License and Collaboration Agreements, during the third quarter, the Company received $15.0 million in cash consideration, 397,562 of the senior common shares of Ji Xing as partial consideration upon signing of the License Agreement, and included $2.5 million in other receivable-related party on the condensed balance sheet as of September 30, 2021. Following FDA approval of TYRVAYA Nasal Spray on October 15, 2021, the Company received an additional $5 million development milestone payment and an additional 397,561 of the senior common shares of Ji Xing. The Company is also eligible to receive up to $204.8 million in aggregate development and sales-based milestone payments and royalty payments that are tiered on future net sales of OC-01 and OC-02 and are based on royalty rates between 10% and 20%.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

The Company incurred net losses of ~~$40.9~~$58.6 million and ~~$32.0~~$48.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, and had an accumulated deficit of ~~$195.7~~$213.3 million as of ~~June~~September 30, 2021. The Company has been incurring higher expenses due to the Company's preparation for the commercialization of ~~its lead product candidate, OC-01 (varenicline) nasal spray, if approved by the FDA,~~TYRVAYA Nasal Spray, including to establish commercial scale manufacturing arrangements and to provide for the marketing, commercial operations and distribution of the product. The Company expended and will continue to expend ~~additional~~ funds to complete the research, development and clinical testing of its product candidates. The Company will require additional funds as it commercializes TYRVAYA Nasal Spray and to commercialize ~~its~~any future products. The Company is unable to entirely fund these efforts with its current financial resources and there can be no assurance that it will be able to secure such additional financing on a timely basis, if at all, that will be sufficient to meet these needs. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce and or eliminate certain commercial related expenses, included in selling, general and administrative expenses, as well as delay, reduce or eliminate the scope of one or more of its research or development programs, which would materially and adversely affect its business, financial condition and operations.

The Company had cash and cash equivalents of $184.2 million as of September 30, 2021. Management believes that the Company’s current cash and cash equivalents will be sufficient to fund its planned operations for at least 12 months from the date of issuance of these financial statements.

SARS-CoV-2 Update

The Company continues to be subject to risks and uncertainties as a result of the SARS-CoV-2 virus pandemic. The pandemic and related public health developments, have adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. With the surge of the Delta variant of the virus across the United States (U.S.) during the second half of 2021, the Company delayed its plans for a voluntary return to the office for its employees until at least December 2021. However, the Company will continue monitoring SARS-CoV-2 infection rates and make practical decisions about voluntary reopening in compliance with Centers for Disease Control and Prevention (CDC), federal, state and local guidelines. As of ~~June~~September 30, 2021, the Company has not been materially affected by the adverse results of the pandemic, however, it is not possible to predict the duration or magnitude of the adverse results of the pandemic or the full extent of its effects on the Company's financial condition, liquidity or results of operations.

The ~~Company had cash and cash equivalents of $154.8 million as of June 30, 2021. Management believes that~~extent to which the global pandemic will impact the Company’s ~~current cash~~business beyond September 2021 will depend on future developments that are highly uncertain and ~~cash equivalents will~~cannot be ~~sufficient to fund its planned operations for at least 12 months from the date of issuance of these financial statements.~~predicted.

Basis of Presentation

The unaudited interim condensed financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary to state fairly the Company’s financial position as of ~~June~~September 30, 2021 and as of December 31, 2020, the results of operations for the ~~six~~three and nine months ended ~~June~~September 30, 2021 and 2020, and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. While management believes that the disclosures presented are adequate to mitigate the risk of the information being misleading, these unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for the full year.

~~Research Collaboration Agreement~~

~~OYSTER POINT PHARMA, INC.~~

~~Notes to Unaudited Interim Condensed Financial Statements (continued)~~

In May 2021, the Company entered into a research collaboration agreement with Adaptive Phage Therapeutics (APT) for the development of potential biological treatments for multiple ophthalmic diseases. Under the terms of the collaboration agreement, the Company has the option and certain rights to obtain an exclusive license to develop and commercialize APT’s technology for ophthalmic diseases and disorders. Under the license terms, if such option is exercised, the Company would pay for potential development and regulatory milestones, as well as the potential for sales-related milestones and tiered royalties of net sales, if a licensed phage therapy is approved by the FDA or certain other regulatory authorities. Pursuant to the terms of the agreement, the Company paid a one-time, non-refundable, upfront payment of $0.5 million for the collaboration and option agreement which was included in research and development expense for the three and six months ended June 30, 2021.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of expenses in the condensed financial statements and accompanying notes. Significant items subject to such estimates and assumptions include stock-based compensation, net embedded derivative liability bifurcated from the Credit Agreement and certain research and development accruals. Actual results could differ from these estimates, and such differences could be material to the Company’s financial position and results of operations.

~~Summary of~~ Significant Accounting Policies Update

The Company’s significant accounting policies are disclosed in Note 1,. Nature of Business, Basis of Presentation and Significant Accounting Policies in the Annual Report on Form 10-K for the year ended December 31, 2020. ~~There have been no material~~The Company

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

adopted new accounting policies, as described below, as a result of the events and transactions that took place during the nine months ended September 30 2021.

Stock-Based Compensation

Effective April 1, 2021, the Company established its first offering period under the Company's 2019 Employee Stock Purchase Plan (the ESPP), as described in Note 4, Stockholders' Equity. Stock-based compensation expense related to purchase rights issued under the ESPP, is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period.

The determination of the grant date fair value of shares purchased under the ESPP is affected by the estimated fair value of the Company's common stock as well as other assumptions and judgments, which are estimated as follows:

•Expected term. The expected term for the ESPP is the beginning of the offering period to the end of each purchase period.

•Expected volatility. As the Company has a limited trading history of its common stock, the expected volatility is estimated based on the third quartile of the range of the observed volatilities for comparable publicly traded biotechnology and pharmaceutical related companies over a period equal to length of the offering period. The comparable companies are chosen based on industry, stage of development, size and financial leverage of potential comparable companies.

•Risk-free interest rate. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the offering period.

•Expected dividend rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero.

Revenue

The Company entered into the License Agreement with Ji Xing during the three months ended September 30, 2021, as further described in Note 8, License and Collaboration Agreements. The License Agreement provides for Ji Xing to develop and commercialize certain Company products in exchange for payments by the licensee that include a non-refundable, up-front license fee, development and sales-based milestone payments, as well as royalties on net sales of licensed products. In connection with the License Agreement, the Company adopted revenue policies under the guidance of ASC 606, Revenue from Contracts with Customers, to recognize revenue based on the transfer of control of promised goods or services in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods and services. Revenue is recognized when the Company transfers control of a good or service to the customer in an amount that reflects the transaction price allocated to the distinct goods or services. U.S. GAAP provides a five-step model for recognizing revenue from contracts with customers:

1.Identify the contract with the customer

2.Identify the performance obligations within the contract

3.Determine the transaction price

4.Allocate the transaction price to the performance obligations

5.Recognize revenue when (or as) the performance obligations are satisfied

License Revenue — The Company recognizes license revenue when the licensee has the ability to direct the use of and benefit from the licensed intellectual property.

Royalty Revenue —The Company recognizes royalty revenue from licensees based on third-party sales of licensed products and is recorded when the related third-party product sale occurs.

Development and Sales Milestone Revenue —The Company recognizes development and sales-based milestone revenue when the development and sales milestones occur.

Loan Commitment Fees, Debt Issuance and Discount Costs

As described in Note 7, Long-term Debt, the Company entered into a term loan credit facility with OrbiMed during the three months ended September 30, 2021.The Company capitalizes initial loan commitment fees that are directly associated with

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

obtaining access to capital under its term loan credit facility. Loan commitment fees related to undrawn tranches are recorded in other assets on the Company's condensed balance sheet and are amortized using a straight-line method over the term of the loan commitment. Debt issuance and discount costs that are attributable to the specific tranches drawn on the term loan credit facility are recorded as a reduction of the carrying amount of the debt liability incurred and are amortized to interest expense using the effective interest method over the repayment term. If the Company draws down on the term loan credit facility, it will reclassify the capitalized loan commitment fees on a pro-rata basis to debt issuance and discount costs that reduce the carrying amount of the debt liability.

Non-Marketable Equity Investment

In connection with the License Agreement described in Note 8, License and Collaboration Agreements, the Company received 397,562 senior common shares from Ji Xing valued at $0.4 million as of September 30, 2021 (the Investment). The Investment was recorded at fair value and will be subject to impairment analysis on a periodic basis. The impairment analysis would involve an assessment of both qualitative and quantitative factors, which may include regulatory approval of the investee's product or technology, as well as the investee’s financial metrics, such as subsequent rounds of financing that may indicate the Investment is impaired. If the Investment is considered impaired, the Company will recognize an impairment through other income (expense), net in the statements of operations and establish a new carrying value for the Investment.

Net Embedded Derivative Asset or Liability

Certain contracts may contain explicit terms that affect some or all of the cash flows or the value of other exchanges required by the contract. When these embedded features in a contract act in a manner similar to a derivative financial instrument and are not clearly and closely related to the economic characteristics of the host contract, the Company bifurcates the embedded feature and accounts for it as an embedded derivative asset or liability in accordance with guidance under ASC 815-40, Derivatives and Hedging. Embedded derivatives are measured at fair value with changes in ~~the Company's accounting policies from those disclosed~~fair value reported in other income, net in the ~~financial statements and the related notes included in the Annual Report on Form 10-K for the year ended December 31, 2020.~~condensed statement of operations.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB) under its accounting ~~standard~~standards codifications (ASC) or other standard setting bodies and are adopted by the Company as of the specified effective date, unless otherwise discussed below.

ASU 2020-10 — In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the ~~SEC’s~~Securities and Exchange Commission’s (SEC’s) regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company’s financial statements and related disclosures.

ASU 2016-13 — In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard introduced the expected credit loss methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendment in ASU 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized costs basis. The guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those years, for public business entities. The Company adopted ASU 2016-13 on January 1, 2021 and its adoption did not have a material effect on the Company's financial statements and related disclosures.

2. Fair Value Measurements

The Company assesses the fair value of financial instruments as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 ~~Observable inputs other than Level 1 prices such as quoted~~Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not ~~active,~~active; or ~~other~~model derived valuations whose inputs ~~that~~ are observable or ~~can be corroborated by observable market data for substantially the full term of the assets or liabilities.~~whose significant value drivers are observable.

Level 3 ~~Unobservable~~Valuations derived from valuation techniques in which one or more significant inputs ~~that~~to the valuation model are ~~supported by little~~unobservable.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As further discussed in Note 7, Long-term Debt, the Company is required to make quarterly payments to OrbiMed in the form of a revenue sharing fee, which was evaluated under ASC 815-40, Derivatives and Hedging, and determined to be an embedded derivative liability. In addition, the Company has the right to optionally prepay, in whole or ~~no market activity~~in part, the outstanding principal amount of the term loan in an amount equal to the outstanding principal, accrued and ~~that are significant~~unpaid interest, together with other fees and payments required under the term loan. This prepayment option has been determined to qualify as an embedded derivative asset under ASC 815-40, Derivatives and Hedging. The embedded derivative asset and liability have been netted to result in a net embedded derivative liability and is classified as a Level 3 financial liability in the fair value hierarchy as of September 30, 2021. The valuation method for both embedded derivatives includes certain unobservable Level 3 inputs including revenue projections, probability and timing of future cash flows, probability of regulatory approval, discounts rates and risk-free rates of interest. The change in fair value due to the remeasurement of the ~~assets or liabilities.~~net embedded derivative liability is recorded as other income, net in the Company’s condensed statement of operations and comprehensive loss.

The following table reconciles the beginning and ending balances for the Company’s net embedded derivative liability that is carried at fair value as long-term liabilities on the Company's condensed balance sheet using significant unobservable inputs (Level 3) (in thousands):

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)


	Three months ended September 30,		Nine months ended September 30,
	2021		2021

Beginning balance:	$	—��	$	—
Net embedded derivative liability	450		450
Change in fair value of the net embedded derivative liability	(212)		(212)
Ending balance	$	238	$	238

As of ~~June~~September 30, 2021, financial assets ~~measured~~ and ~~recognized~~liabilities measured at fair value on a recurring basis were as follows (in thousands):

Fair Value Measurements at June 30, 2021
Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
Assets
Money market funds $ 153,805 $ 0 $ 0 $ 153,805
Total fair value of assets $ 153,805 $ 0 $ 0 $ 153,805


	Fair Value Measurements at September 30, 2021
	Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds	183,166		—		—		183,166
Total assets	$	183,166	$	—	$	—	$	183,166
Liabilities:
Net embedded derivative liability	—		—		238		238
Total liabilities	$	—	$	—	$	238	$	238

As of December 31, 2020, financial assets ~~measured~~ and ~~recognized~~liabilities measured at fair value on a recurring basis were as follows (in thousands):

Fair Value Measurements at December 31, 2020
Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
Assets
Money market funds $ 191,585 $ 0 $ 0 $ 191,585
Total fair value of assets $ 191,585 $ 0 $ 0 $ 191,585


	Fair Value Measurements at December 31, 2020
	Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds	191,585		—		—		191,585
Total assets	$	191,585	$	—	$	—	$	191,585
Liabilities:
Net embedded derivative liability	—		—		—		—
Total liabilities	$	—	$	—	$	—	$	—

Money market funds are included in cash and cash equivalents on the Company's condensed balance sheets and are classified within Level 1 of the fair value hierarchy as they are valued using quoted market prices.

The carrying amounts reflected in the Company's condensed balance sheets for cash equivalents, ~~prepaid expenses and~~ other ~~current assets,~~receivable-related party, restricted cash, and accounts payable ~~and accrued expenses and other liabilities~~ approximate their fair values, due to their short-term nature.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Investment in Ji Xing Senior Common Shares - Related Party

In connection with entering into the License Agreement with Ji Xing, as described in Note 8, License and Collaboration Agreements, the Company received 397,562 senior common shares of Ji Xing on August 5, 2021 (Investment), which were accounted for as a non-marketable equity investment and valued as of August 5, 2021. The Investment is classified within Level 3 in the fair value hierarchy because the fair value was determined based on a market approach in which one or more significant inputs to the valuation model are unobservable. The Investment is subject to non-recurring fair value measurements for the evaluation of potential impairment losses and observable price changes in orderly transactions for an identical or similar investment of Ji Xing.

The following table represents significant unobservable inputs used in determining the estimated fair value of the Investment as of August 5, 2021 (in thousands):

Valuation Technique

Unobservable Inputs

Value

Asset

Investment

Market Approach - Backsolve method

Equity values of recent rounds of financing by the issuer

443

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are money market funds, which are included in cash and cash equivalents on the Company's condensed balance sheets. The Company attempts to minimize the risks related to cash and cash equivalents by using highly-rated financial institutions that invest in a broad and diverse range of financial instruments. The Company's investment portfolio is maintained in accordance with its investment policy that defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer.

3. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


							September 30, 2021		December 31, 2020
		June 30, 2021		December 31, 2020
Accrued compensation	Accrued compensation	$	3,776	$	3,500	Accrued compensation	7,000		3,500
Accrued professional services	Accrued professional services	2,222		1,244		Accrued professional services	3,161		1,244
Accrued research and development expense	Accrued research and development expense	596		3,541		Accrued research and development expense	1,013		3,541
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities	$	6,594	$	8,285	Total accrued expenses and other current liabilities	$	11,174	$	8,285

711

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

4. Stockholders' Equity

Common Stock

The Company is authorized to issue 1,000,000,000 shares of common stock, at a par value of $0.001 per share. Each share of common stock is entitled to 1 vote.

The Company reserved common stock for future issuance as follows:


		June 30, 2021	December 31, 2020		September 30, 2021	December 31, 2020
Outstanding options under the 2016 Equity Incentive Plan	Outstanding options under the 2016 Equity Incentive Plan	2,458,812	2,567,566	Outstanding options under the 2016 Equity Incentive Plan	2,370,256	2,567,566
Outstanding options under the 2019 Equity Incentive Plan	Outstanding options under the 2019 Equity Incentive Plan	1,676,659	918,145	Outstanding options under the 2019 Equity Incentive Plan	2,031,932	918,145
Equity awards available for grant under the 2019 Plan (1)		1,948,226	1,790,106
Outstanding options under the 2021 Inducement Plan				Outstanding options under the 2021 Inducement Plan	270,600	—
Equity awards available for grant under the 2019 Equity Incentive Plan (1)				Equity awards available for grant under the 2019 Equity Incentive Plan (1)	1,588,105	1,790,106
Equity awards available for grant under the 2021 Inducement Plan				Equity awards available for grant under the 2021 Inducement Plan	379,400	—
Unvested restricted stock units (RSUs)	Unvested restricted stock units (RSUs)	173,007	61,215	Unvested restricted stock units (RSUs)	178,595	61,215
Shares reserved for purchase under the Employee Stock Purchase Plan (ESPP)		270,000	270,000
Shares reserved for purchase under the Employee Stock Purchase Plan (the ESPP)				Shares reserved for purchase under the Employee Stock Purchase Plan (the ESPP)	270,000	270,000
Total	Total	6,526,704	5,607,032	Total	7,088,888	5,607,032

(1) — Effective January 1, 2021, in connection with the evergreen provision under the 2019 Equity Incentive Plan (the 2019 Plan) 1,035,619 shares were added to the 2019 Plan.

2021 Inducement Plan

In July 2021, the Company's Board of Directors approved the adoption of the Company's 2021 Inducement Plan (the Inducement Plan), which is used exclusively for grants of awards to individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company. The Company reserved 650,000 shares of its common stock that may be issued under the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to those of the 2019 Plan.

Stock Options

The following table summarizes stock option activity under the 2016 Equity Incentive Plan, ~~and~~ the 2019 Plan and the 2021 Inducement Plan during the ~~six~~nine months ended ~~June~~September 30, 2021 (in thousands, except ~~share,~~shares, contractual term and per share data):


		Outstanding Options							Outstanding Options
		Number of Shares Underlying Outstanding Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value			Number of Shares Underlying Outstanding Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance, January 1, 2021	Balance, January 1, 2021	3,485,711	$	10.74	8.2	$	36,506	Balance, January 1, 2021	3,485,711	$	10.74	8.2	$	36,506
Options granted	Options granted	810,986	18.98					Options granted	1,479,153	16.59
Options exercised	Options exercised	(83,794)	3.84			1,369		Options exercised	(171,610)	3.53			2,272
Options forfeited	Options forfeited	(77,432)	16.99			335		Options forfeited	(120,466)	19.42			342
Balance, June 30, 2021		4,135,471	12.38		8.1	30,931
Shares vested and exercisable as of June 30, 2021		1,950,464	6.55		7.2	23,731
Vested and expected to vest as of June 30, 2021		4,135,471	$	12.38	8.1	$	30,931
Balance, September 30, 2021								Balance, September 30, 2021	4,672,788	12.64		8.1	17,535
Shares vested and exercisable as of September 30, 2021								Shares vested and exercisable as of September 30, 2021	2,058,694	7.15		7.0	14,885
Vested and expected to vest as of September 30, 2021								Vested and expected to vest as of September 30, 2021	4,672,788	$	12.64	8.1	$	17,535

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

The weighted average fair value of options granted during the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$11.84~~$10.88 per share. As of ~~June~~September 30, 2021, the total unrecognized stock-based compensation expense for stock options was ~~$25.8~~$28.8 million, which is expected to be recognized over a weighted average period of ~~2.8~~2.9 years.

Restricted Stock Units

Restricted stock units ~~(RSUs)~~(the RSUs) are granted to the Company's directors and certain employees. The value of an RSU award is based on the Company's stock price on the date of the grant. The shares underlying the RSUs are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company's common stock.

Activity with respect to the Company's restricted stock units during the ~~six~~nine months ended ~~June~~September 30, 2021 was as follows (in thousands, except share, contractual term, and per share data):

~~OYSTER POINT PHARMA, INC.~~

~~Notes to Unaudited Interim Condensed Financial Statements (continued)~~


		Outstanding RSUs							Outstanding RSUs
		Number of Shares Underlying Outstanding Awards	Weighted Average Grant Date Fair Value per Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value			Number of Shares Underlying Outstanding Awards	Weighted Average Grant Date Fair Value per Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2021	Outstanding at January 1, 2021	61,215	$	23.83	1.4	$	1,152	Outstanding at January 1, 2021	61,215	$	23.83	1.4	$	1,152
Restricted stock units granted	Restricted stock units granted	144,317	18.54			2,676		Restricted stock units granted	154,431	18.26			2,820
Restricted stock units vested	Restricted stock units vested	(32,153)	27.15			648		Restricted stock units vested	(32,153)	27.15			648
Restricted units forfeited	Restricted units forfeited	(372)	18.77			8		Restricted units forfeited	(4,898)	18.77			87
Balance, June 30, 2021		173,007	18.81		6.0	2,974
Balance, September 30, 2021								Balance, September 30, 2021	178,595	18.56		2.5	2,116

Unvested and expected to vest as of June 30, 2021		173,007	$	18.81	6.0	$	2,974
Unvested and expected to vest as of September 30, 2021								Unvested and expected to vest as of September 30, 2021	178,595	$	18.56	2.5	$	2,116

As of ~~June~~September 30, 2021, the total unrecognized stock-based compensation expense for RSUs was ~~$2.8~~$2.6 million, which is expected to be recognized over a weighted average period of ~~2.8~~2.6 years.

2019 Employee Stock Purchase Plan

In October 2019, the Company adopted the ~~2019 Employee Stock Purchase Plan (ESPP),~~ESPP, which became effective on October 29, 2019. Effective April 1, 2021, the Company established its first offering period under the ESPP, which began on April 16, 2021 and ~~will end~~ends on November 15, 2021. After the first offering period, the ESPP provides for automatic ~~six-month~~six-month offering periods. The ESPP allows eligible employees to purchase shares of the Company's common stock at a 15% discount through payroll deductions, subject to plan limitations. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market ~~fair~~ value of the Company's common stock on the first trading day of the offering period or on the last day of the offering period. Because the first offering period has not yet expired, no shares have been purchased under the ESPP as of September 30, 2021.

Stock-Based Compensation Expense

Total stock-based compensation expense ~~recorded~~ related to the Company's equity incentive plans was as follows (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Research and development	Research and development	$	460	$	239	$	826	$	456	Research and development	$	485	$	246	$	1,311	$	702
Selling, general and administrative	Selling, general and administrative	2,588		1,370		4,902		2,333		Selling, general and administrative	2,630		1,744		7,532		4,077
Total stock-based compensation expense	Total stock-based compensation expense	$	3,048	$	1,609	$	5,728	$	2,789	Total stock-based compensation expense	$	3,115	$	1,990	$	8,843	$	4,779

913

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

5. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Numerator:	Numerator:									Numerator:
Net loss	Net loss	$	(22,016)	$	(15,464)	$	(40,925)	$	(31,983)	Net loss	$	(17,670)	$	(16,305)	$	(58,595)	$	(48,288)
Denominator:	Denominator:									Denominator:
Weighted average shares outstanding, basic and diluted	Weighted average shares outstanding, basic and diluted	25,989,913		23,442,530		25,957,186		22,405,031		Weighted average shares outstanding, basic and diluted	26,037,975		25,797,282		25,984,412		23,544,035
Net loss per share, basic and diluted	Net loss per share, basic and diluted	$	(0.85)	$	(0.66)	$	(1.58)	$	(1.43)	Net loss per share, basic and diluted	$	(0.68)	$	(0.63)	$	(2.25)	$	(2.05)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:


		As of June 30,			As of September 30,
		2021	2020		2021	2020
Options to purchase common stock	Options to purchase common stock	4,135,471	3,281,886	Options to purchase common stock	4,672,788	3,205,831
Unvested restricted stock units	Unvested restricted stock units	173,007	77,530	Unvested restricted stock units	178,595	63,929
Shares committed under the ESPP	Shares committed under the ESPP	14,069	0	Shares committed under the ESPP	30,170	—
Total	Total	4,322,547	3,359,416	Total	4,881,553	3,269,760

1014

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

6. Leases

The Company is party to several operating and finance lease agreements related to office and laboratory space and office equipment.

In February 2021, the Company entered into a lease agreement for laboratory and office space in New Jersey for a three-year term beginning on March 1, 2021 and ending on February 29, 2024. Total future minimum lease payments under the Company's operating lease agreements are ~~$0.8~~$0.7 million as of ~~June~~September 30, 2021. Total lease payments required over the life of the Company's operating leases are $1.6 million. Rent expense was ~~$0.3~~$0.4 million and ~~$0.2~~$0.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~June~~September 30, 2020, respectively. The remaining lease terms were between ~~1.1~~0.8 and ~~2.7~~2.4 years as of ~~June~~September 30, 2021.

Supplemental balance sheet information for the Company's leases is as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Operating lease right-of-use asset		$	757	$	644
Finance lease right-of-use asset		26		34
Total right-of-use asset		$	783	$	678
Operating lease right-of-use assets						Operating lease right-of-use assets	$	629	$	644
Finance lease right-of-use assets						Finance lease right-of-use assets	22		34
Total right-of-use assets						Total right-of-use assets	$	651	$	678

Operating lease liabilities	Operating lease liabilities	$	527	$	400	Operating lease liabilities	$	464	$	400
Finance lease liabilities	Finance lease liabilities	18		18		Finance lease liabilities	17		18
Total lease liabilities	Total lease liabilities	$	545	$	418	Total lease liabilities	$	481	$	418

Operating lease liabilities, non-current	Operating lease liabilities, non-current	$	237	$	250	Operating lease liabilities, non-current	$	172	$	250
Finance lease liabilities, non-current	Finance lease liabilities, non-current	11		19		Finance lease liabilities, non-current	7		19
Total lease liabilities, non-current	Total lease liabilities, non-current	$	248	$	269	Total lease liabilities, non-current	$	179	$	269

The maturities of the lease liabilities under non-cancelable operating and finance leases are as follows (in thousands):


As of June 30, 2021		Finance Leases		Operating Leases		Total
As of September 30, 2021								As of September 30, 2021	Finance Leases		Operating Leases		Total
2021 (remainder)	2021 (remainder)	$	9	$	277	$	286	2021 (remainder)	$	5	$	138	$	143
2022	2022	16		376		392		2022	16		376		392
2023	2023	5		126		131		2023	4		126		130
2024	2024	0		21		21		2024	—		21		21
Total undiscounted cash flows	Total undiscounted cash flows	30		800		830		Total undiscounted cash flows	25		661		686
Less: imputed interest	Less: imputed interest	(1)		(36)		(37)		Less: imputed interest	(1)		(25)		(26)
Total lease liability		29		764		793
Total lease liabilities								Total lease liabilities	24		636		660
Less: current portion	Less: current portion	(18)		(527)		(545)		Less: current portion	(17)		(464)		(481)
Lease liability		$	11	$	237	$	248
Lease liabilities								Lease liabilities	$	7	$	172	$	179

In August 2021, the Company entered into a lease agreement for office space in Boston, Massachusetts for a five-year term beginning on December 1, 2021 and ending on November 30, 2026. The lease will be classified as an operating lease in accordance with Accounting Standards Codification Topic 842, Leases. Total future minimum lease payments under this agreement are $2.7 million as of September 30, 2021 with the first lease payment due on December 1, 2021.

7. ~~Commitments and Contingencies~~Long-term Debt

Credit Facility with OrbiMed

On August 5, 2021, the Company entered into a $125 million term loan credit facility (the Credit Agreement) with OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent and initial lender (OrbiMed). The Credit Agreement provides for loans to be funded in 3 separate tranches: the first $45 million tranche was funded on August 10, 2021, the

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

second $50 million tranche to be funded, at the option of the Company, upon FDA approval of TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease, with an approved label that includes eye dryness score data from clinical trials, among other conditions, and the third $30 million tranche to be funded on or prior to June 30, 2023, at the option of the Company, upon the Company having received at least $40 million in net recurring revenue from the sale and/or licensing of TYRVAYA Nasal Spray in any twelve month period prior to March 31, 2023, among other conditions, including having already drawn on the second tranche.

The term loans underlying the Credit Agreement mature on August 5, 2027 and are structured for full principal repayment at maturity. The term loans bear interest at the secured overnight financing rate (with a floor of 0.40%) plus a spread of 8.10% per annum (Contractual Interest). Upon an event of default, the Contractual Interest rate shall increase by 3%. The Company is required to pay a 6% exit fee (the Exit Fee), or $2.7 million for the first $45 million tranche at the time of the loan maturity; further, in connection with any prepayment event, the Company must also pay a prepayment premium equal to 10% of the principal amount of the loans drawn if the prepayment occurs prior to the first anniversary of the closing date, 8% after the first anniversary and prior to the second anniversary of the closing date, 6% after the second anniversary and prior to the third anniversary, and 4% after the third anniversary and prior to the fourth anniversary of the closing date. An early prepayment fee shall not be payable at any time on or after the earlier to occur of (a) the drawing of the second tranche and (b) the fourth anniversary of the closing date. Additionally, any repayment of the debt will be subject to a buyout amount, which is the revenue interest cap described below, minus the revenue sharing fee (the Revenue Sharing Fee) payments made to date to OrbiMed under the Credit Agreement.

Commencing with the fourth full fiscal quarter after the TYRVAYA Nasal Spray approval, if the Company does not meet certain minimum recurring revenue thresholds from the sale and/ or licensing of OC-01 in the last four quarters, the Credit Agreement requires a $5 million repayment of principal on the interest payment date following such fiscal quarter. This test is applied each quarter following commencement of the Credit Agreement. The Company is permitted to prepay at any time, in whole or in part, the term loans, subject to the payment of a prepayment fee, an exit fee, and a buyout amount. The term loans are also required to be mandatorily prepaid with the proceeds of certain asset sales and casualty events and the issuance of convertible debt and would be subject to prepayment upon the occurrence of an event of default, upon if the loans become an Applicable High Yield Discount Obligation, or upon if it becomes illegal for the lender to lend the loans to the Company. The optional prepayment feature, the contingent prepayment features, and the contingent interest features that are unrelated to the Company’s credit worthiness meet the criteria to be accounted for as embedded derivatives because their economic characteristics are not clearly and closely related to that of the debt host and they meet the definition of a derivative.The optional prepayment feature has been bifurcated as an embedded derivative asset; however, because the probability of triggering the contingent repayment and the contingent interest features is remote, the fair values of these features are currently immaterial.

Commencing with the fourth quarter of 2021, the Company is required to make quarterly payments to OrbiMed in the form of the Revenue Sharing Fee in an amount equal to 3% of all net revenue from fiscal year net sales and licenses of OC-01 up to $300 million and 1% of all revenue from fiscal year sales and licenses of TYRVAYA Nasal Spray in excess of $300 million and up to $500 million, subject to caps on such fiscal year net sales and license revenues. These caps increase both on an annual fiscal year basis and upon funding of the second and third term loan tranches. The Revenue Sharing Fee for the first tranche is capped at a fixed $9 million. The Company is subject to additional Revenue Sharing Fee cap amounts for any future tranches drawn. The Company is obligated to pay the Revenue Sharing Fee cap amount regardless of the level of net sales and license revenues. If the Company were to make a prepayment of the term loan, in whole or part, or when the Company repays the principal of the loan at maturity, it is obligated to pay a buyout amount, which is composed of the Revenue Sharing Fee cap amount minus and Revenue Sharing Fees paid since the origination of the term loan.

The Company has separated the Revenue Sharing Fee feature from the host debt instrument and accounted for it as an embedded derivative liability because its economic characteristics are not clearly and closely related to that of the host contract, and it meets the definition of a derivative. In addition, the Company has the right to optionally prepay, in whole or in part, the outstanding principal amount of the term loan in an amount equal to the outstanding principal, accrued and unpaid interest, together with early prepayment fee, the exit fee and buyout amount (if applicable). This prepayment option has been determined to qualify as an embedded derivative asset. The Revenue Sharing Fee feature does not meet the scope exception in ASC 815, Derivatives and Hedging, for non-exchange-traded contracts for which the settlement is based on a specified volume of sales or service revenues of one of the parties to the contract because it does not affect the variability of payment, only the timing of certain payments under the debt host. The embedded derivative asset and liability have been netted together to result in a net embedded derivative liability, which is recorded in other long-term liabilities on the Company’s condensed balance sheet. This bifurcation of the net embedded derivative liability resulted in an adjustment to increase the debt discount on the loan drawn under the first tranche.The discount created by the bifurcated net embedded derivative liability, together with the exit fee, the buyout amount, and any debt issuance fees attributable to the initial tranche are deferred and amortized using the effective interest method over the life of the term loan, which resulted in an effective interest rate of 14.11% on the loan as of September 30, 2021.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

The value of the net embedded derivative liability as of August 5, 2021 and September 30, 2021 was $0.4 million and $0.2 million, respectively, with the change in fair value of $0.2 million recorded in other income, net in the condensed statement of operations for the three and nine months ended September 30, 2021.

In connection with entering into the Credit Agreement, and as shown in the table below, the Company incurred loan commitment fees, which were capitalized and recorded in other assets on the Company's condensed balance sheet as of September 30, 2021. The Company amortizes loan commitment fees on a straight-line basis over the term of the loan commitment. The balance of the loan commitment fees and accumulated amortization recorded on the Company’s condensed balance sheet were as follows:


	September 30, 2021

Loan commitment fees	$	1,981
Accumulated amortization of loan commitment fees	(271)
Loan commitment fees, net	$	1,710

In connection with entering into the Credit Agreement, and as shown in the table below, the Company incurred debt issuance costs, which were capitalized and recorded as a contra-liability on the Company's condensed balance sheet as of September 30, 2021. The debt issuance and discount costs are being accreted over the life of the tranche drawn by the Company using the effective interest method, which currently include the $2.7 million exit fee which will be paid upon maturity of the first tranche, the $9.0 million Revenue Sharing Fee, as well as the net embedded derivative liability recorded in connection with the Revenue Sharing Fee. The balances of the long-term debt, debt issuance and discount costs, net embedded derivative liability, and accumulated accretion recorded on the Company's condensed balance sheet were as follows:


	September 30, 2021

Long-term debt	$	45,000
Debt issuance and discount costs	(2,868)
Net embedded derivative liability	(450)
Accumulated accretion of long-term debt related costs	237
Long-term debt, net	$	41,919

During the three months and nine months ended September 30, 2021, the Company recorded interest expense of $1.1 million in each period, of which $0.5 million related to the amortization of the loan commitment fees and accretion of the Revenue Sharing Fee and the related net embedded derivative liability, as well as debt issuance and discount costs.

The following table identifies the Company's obligations under the Credit Agreement as of September 30, 2021 (in thousands):


	Less than a year		1-3 years		3-5 years		More than 5 years		Total
Debt Principal	$	—	$	—	$	—	$	45,000	$	45,000
Exit Fee	—		—		—		2,700		2,700
Contractual Interest on debt	3,878		7,767		7,756		3,283		22,684
Revenue Sharing Cap (a)	—		—		—		9,000		9,000
Total obligations	$	3,878	$	7,767	$	7,756	$	59,983	$	79,384

(a) — The Revenue Sharing Fee is capped at $9 million and timing of payments will vary based on the Company's net sales of OC-01.

The Company’s obligations under the Credit Agreement are secured by all or substantially all of its assets and property, subject to customary exceptions. Any material subsidiaries that the Company (other than certain immaterial subsidiaries) forms or acquires after closing are required to provide a guarantee of the Company’s obligations under the Credit Agreement and provide a pledge of their assets.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

The Credit Agreement contains customary affirmative and negative covenants, including but not limited to the Company’s ability to enter into certain forms of indebtedness, as well as to pay dividends and other restricted payments. The Credit Agreement also includes provisions for customary events of default. The Credit Agreement required compliance with a minimum liquidity covenant of $20 million prior to TYRVAYA Nasal Spray approval and now requires $5 million following the approval of TYRVAYA Nasal Spray approval. The Company was in compliance with the minimum liquidity requirement as of September 30, 2021.

On October 19, 2021, the Company entered into a waiver and amendment (Amendment) to the Credit Agreement, to waive certain labeling requirements required for, and to permit the availability of, the second $50 million tranche of funding under the Credit Agreement (among other customary funding provisions) and make certain other amendments thereto, subject to the terms and conditions contained therein. Because the label approving TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease did not include eye dryness score data from clinical trials, the Amendment was required in order for the Company to draw the second tranche and to be eligible to draw the third tranche under the Credit Agreement. The Amendment also increased the amount of principal that is required to be repaid if the Company does not meet certain minimum recurring revenue thresholds from the sale and/or licensing of TYRVAYA Nasal Spray on a quarterly basis for the most recently ended four fiscal quarter period, from $5 million to $10 million if (i) the Company does not meet such minimum recurring revenue thresholds from the sale and/or licensing of TYRVAYA Nasal Spray in the last four quarters and (ii) an improper promotional event has occurred. The Company delivered a notice to OrbiMed on October 19, 2021 that it intended to borrow the second tranche and the Company received the second tranche funding on November 4, 2021. The Company would also be barred from drawing the second tranche in the event an improper promotional event occurs prior to the funding of the second tranche.

8. License and Collaboration Agreements

Ji Xing Pharmaceuticals Limited - Related Party

On August 5, 2021, the Company entered into a license and collaboration agreement (the License Agreement) with Ji Xing Pharmaceuticals Limited (Ji Xing), which is an entity affiliated with RTW Investments, LP. RTW Investments, LP is one of the Company's beneficial owners and, as a result, the License Agreement is considered to be a related party transaction. Pursuant to the License Agreement, the Company granted Ji Xing an exclusive license to develop and commercialize OC-01 (varenicline solution) nasal spray and OC-02 (simpinicline) nasal spray pharmaceutical products, for all prophylactic uses for, and treatment of, ophthalmology diseases or disorders (the Field) in the greater China region, including mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan (the Territory). Ji Xing will be responsible for development, regulatory, manufacturing and commercialization activities in the Territory, and the Company will be responsible for supplying the drug substance and finished products of OC-01 (varenicline solution) and OC-02 (simpinicline) for Ji Xing’s clinical development at quantities to be agreed by the parties, subject to one or more separate supply agreements as contemplated by the License Agreement. Ji Xing is prohibited from engaging in certain competitive activities during the term of the License Agreement. Subject to certain limitations, the Company may not commercialize any nAChR agonist in the Field in the Territory, without first offering Ji Xing a right of first negotiation for such product in the Territory. The Company has also granted Ji Xing a right of first negotiation to expand indications or uses of OC-01 (varenicline solution) or OC-02 (simpinicline) in the Territory.

In August 2021, the Company recognized $17.9 million of revenue in connection with the License Agreement, which is inclusive of 397,562 senior common shares of Ji Xing valued at $0.4 million. The Company received $15.0 million in cash consideration during the three months ended September 30, 2021 and included $2.5 million in other receivable-related party on the condensed balance sheet as of September 30, 2021.

As provided for in the License Agreement, the Company is entitled to receive an additional 397,561 senior common shares of Ji Xing, which occurred on October 28, 2021, and $5.0 million in development milestone payments upon the FDA approval of TYRVAYA Nasal Spray, which occurred on October 15, 2021. Per the License Agreement the Company is eligible to receive up to $204.8 million in aggregate development and sales-based milestone payments and royalty payments that are tiered on future net sales of OC-01 and OC-02 and are based on royalty rates between 10% and 20%. The License Agreement will remain in effect, unless terminated earlier, until the expiration of all royalty terms for all licensed products in the Territory under the License Agreement. Ji Xing may terminate the License Agreement for convenience by providing at least 180 days written notice. Each party has the right to terminate the License Agreement for the other party’s uncured material breach or insolvency. The Company may also terminate the License Agreement if Ji Xing, its affiliates or sublicensees challenges the enforceability, validity or scope of certain patents owned by the Company, subject to customary exceptions set forth in the License Agreement. Upon termination, any license granted by the Company to Ji Xing will terminate, and all sublicenses granted by Ji Xing shall also terminate.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

Adaptive Phage Therapeutics

In May 2021, the Company entered into a research collaboration agreement with Adaptive Phage Therapeutics (APT) for the development of potential biological treatments for multiple ophthalmic diseases. Under the terms of the collaboration agreement, the Company has the option and certain rights to obtain an exclusive license to develop and commercialize APT’s technology for ophthalmic diseases and disorders. Under the license terms, if such option is exercised, the Company would make potential development and regulatory milestones payments, as well as the potential to make sales-related milestones and tiered royalty payments of net sales, if a licensed phage therapy is approved by the FDA or certain other regulatory authorities. Pursuant to the terms of the agreement, the Company paid a one-time, non-refundable, upfront payment of $0.5 million for the collaboration and option agreement which was included in research and development expense for the nine months ended September 30, 2021. The Company has not exercised the option granted under the agreement as of September 30, 2021.

Pfizer Inc.

The Company is party to a non-exclusive patent license agreement with Pfizer Inc. (Pfizer), which granted the Company non-exclusive rights under Pfizer’s patent rights covering varenicline tartrate to develop, manufacture, and commercialize the OC-01 ~~(varenicline)~~(varenicline solution) nasal spray product. IfPursuant to the license agreement, the Company ~~commercializes OC-01 (varenicline) nasal spray, it may be~~is required to pay a ~~single~~one-time sales-based milestone payment ~~in low double-digit millions and tiered royalties on~~of $10 million if annual U.S. net sales of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray exceed $250 million prior to December 31, 2026. The Company is also required to pay royalties based on annual U.S. tiered net sales of TYRVAYA Nasal Spray at percentages ranging from 7.5% to 15% until the ~~mid-single digits to~~expiration of the ~~mid-teens.~~royalty term. The royalty obligation to Pfizer ~~would commence~~commences upon the first commercial sale of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray and ~~expire~~expires upon the later of (a) the expiration of all regulatory or data exclusivity granted to Pfizer in connection with varenicline in the United States; and (b) the expiration or abandonment of the last

~~OYSTER POINT PHARMA, INC.~~

~~Notes to Unaudited Interim Condensed Financial Statements (continued)~~

valid claims of the licensed patents. No milestone was achieved or ~~probable to be achieved or~~ royalties ~~payable~~ accrued as of ~~June~~September 30, 2021 and December 31, 2020.

9. Commitments and Contingencies

Commitments

In addition to disclosures in these condensed financial statements, the following are the Company's commitments as of September 30, 2021:

Purchase Commitment

In July 2021, the Company entered into a manufacturing and supply agreement with a contract manufacturing organization (CMO) to manufacture and supply TYRVAYA Nasal Spray for an initial term of three years. Under this agreement, the Company will pay a minimum capacity reservation fee in the amount of $2.5 million for each of the next three years ending December 31, 2021, 2022, and 2023, respectively. The minimum capacity reservation fee is subject to potential future credit allowances based upon the prior year's manufacturing production, as provided for in the agreement. The Company made no minimum capacity reservation fee payments as of September 30, 2021.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. There are no matters pending that the Company currently believes are reasonably possible or probable of having a material impact to the Company's business, financial position, results of operations, or statements of cash flows.

OYSTER POINT PHARMA, INC.

Notes to Unaudited Interim Condensed Financial Statements (continued)

10. Subsequent ~~Events~~

~~Credit Facility with OrbiMed~~events

On ~~August 5,~~October 15, 2021, TYRVAYA Nasal Spray was approved by the FDA for the treatment of the signs and symptoms of dry eye disease.

On October 19, 2021, the Company entered into ~~a $125 million term loan credit facility (the Credit Agreement) with OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent and initial lender (OrbiMed). The~~the Amendment to the Credit Agreement, ~~provides~~to waive certain labeling requirements required for, ~~loans~~and to ~~be funded in three separate tranches,~~permit the ~~first $45 million tranche to be funded no later than August 13, 2021,~~availability of, the second $50 million tranche ~~to be funded, at the option~~ of ~~the Company, upon FDA approval of OC-01 (varenicline) nasal spray and the third $30 million~~ ~~tranche to be funded, at the option of the Company, upon the Company receiving $40 million in net recurring revenue from the sale and/or licensing of OC-01. The Company’s obligations~~funding under the Credit Agreement ~~are secured by all or substantially all of its assets~~(among other customary funding provisions) and ~~property,~~make certain other amendments thereto, subject to ~~customary exceptions. Any material subsidiaries that~~the terms and conditions contained therein. Because the label approving TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease did not include eye dryness score data from clinical trials, the Amendment was required in order for the Company ~~(other than certain immaterial subsidiaries) forms or acquires after closing are required~~ to ~~provide a guarantee of~~draw the ~~Company’s obligations~~second tranche and to be eligible to draw the third tranche under the Credit ~~Agreement~~Agreement. The Company delivered notice to OrbiMed on October 19, 2021 that it intended to borrow the second tranche and ~~provide a pledge of their assets.~~the Company received the second tranche funding on November 4, 2021.

The ~~Credit Agreement matures on August 5, 2027 and~~Amendment also increased the ~~loan is structured for full~~amount of principal repayment at maturity. The term loans bear interest at a rate per annum equal to the sum of (x) the daily secured overnight financing rate as administered by the Federal Reserve Bank of New York, subject to a 0.40% floor, plus (y) a margin of ~~8.10%. Commencing with the first full fiscal quarter after the closing date, the Company~~that is required to make quarterly revenue interest payments to OrbiMed in an amount equal to 3% of all net revenue from annual sales and licenses of OC-01 up to $300 million and 1% of all revenue from annual sales and licenses of OC-01 between $300 million and $500 million, subject to caps on such quarterly payments. These caps increase both on an annual basis and upon funding of the second and third term loan tranches.

If the Company does not obtain OC-01 approval by June 30, 2022, the Credit Agreement requires monthly repayments of principal starting on August 5, 2024. Additionally, commencing with the fourth full fiscal quarter after OC-01 approval,be repaid if the Company does not meet certain minimum recurring revenue thresholds from the sale and/or licensing of ~~OC-01~~TYRVAYA Nasal Spray on a quarterly basis for the most recently ended four fiscal quarter period, from $5 million to $10 million if (i) the Company does not meet such minimum recurring revenue thresholds from the sale and/or licensing of TYRVAYA Nasal Spray in the last four quarters the Credit Agreement requires a $5 million repayment of principal on the interest payment date following such fiscal quarter. This test is applied each quarter following commencement. The Company is permitted to prepay, in whole or in part, the term loans, subject to the payment of a prepayment fee,and (ii) an exit fee and a buyout amount (calculated as the revenue interest cap set forth above less the amount of royalty payments made to OrbiMed). The term loans are also required to be mandatorily prepaid with the proceeds of certain asset sales and casualty events (subject to payment of the prepayment fee and exit fee) and the issuance of convertible debt.improper promotional event has occurred.

The Credit Agreement contains customary affirmative and negative covenants. The affirmative covenants include, among others, administrative and reporting requirements subject to certain exceptions and materiality thresholds. The negative covenants include, among others, limitations onIn October 2021, the ~~Company’s ability to, in each case, subject to certain exceptions, (i) incur~~Company received an additional debt, (ii) incur liens, (iii) make investments, acquisitions, loans or advances, (iv) sell assets, (v) make restricted payments, including dividends and distributions on, and redemptions, repurchases or retirement397,561 of the ~~Company’s capital stock, (vi) enter into fundamental changes, including mergers~~senior common shares of Ji Xing and ~~consolidations, (vii) enter into transactions with affiliates, (viii) change~~$5.0 million in development milestone payments which were contingent upon the ~~nature~~FDA approval of the Company’s business, (ix) make prepayments of certain debt, (x) modify or terminate material agreements and (xi) enter into certain outbound licenses of material intellectual property. The Credit Agreement also requires compliance with a minimum liquidity covenant of $20 million prior to OC-01 approval and $5 million after OC-01 approval.

~~OYSTER POINT PHARMA, INC.~~

~~Notes to Unaudited Interim Condensed Financial Statements (continued)~~

~~Ji Xing License and Collaboration Agreement~~

On August 5, 2021, the Company entered into a license and collaboration agreement (License Agreement) with Ji Xing Pharmaceuticals Limited (Ji Xing), which is an entity affiliated with RTW Investments, LP. Pursuant to the License Agreement, the Company will grant Ji Xing an exclusive license to develop and commercialize OC-01 (varenicline) nasal spray and ~~OC-02 (simpinicline) nasal spray~~ ~~pharmaceutical products~~, for all prophylactic uses for, and treatment of, ophthalmology diseases or disorders (the Field) in the greater China region, including mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan (the Territory). Ji Xing will be responsible for development, regulatory, manufacturing and commercialization activities in the Territory, and the Company will be responsible for supplying the drug substance and finished products of OC-01 (varenicline) and OC-02 (simpinicline) for Ji Xing’s clinical development at quantities to be agreed by the parties, subject to one or more separate supply agreements as contemplated by the License Agreement. Ji Xing is prohibited from engaging in certain competitive activities during the term of the License Agreement. Subject to certain limitations, the Company may not commercialize any nAChR agonist in the Field in the Territory, without first offering Ji Xing a right of first negotiation for such product in the Territory. The Company has also granted Ji Xing a right of first negotiation to expand indications or uses of OC-01 (varenicline) or OC-02 (simpinicline) in the Territory.

The Company will receive an upfront cash payment of $17.5 million and up to 0.75% of shares in Ji Xing, half of which will be subject to a pre-specified vesting condition. In addition, the Company is eligible to receive up to $204.8 million in aggregate development and sales-based milestone payments and tiered low teens to low twenties royalties based on future net sales of OC-01 and OC-02 in the Territory. The License Agreement will remain in effect, unless terminated earlier, until the expiration of all royalty terms for all licensed products in the Territory under the License Agreement. Ji Xing may terminate the License Agreement for convenience by providing at least one hundred eighty (180) days written notice. Each party has the right to terminate the License Agreement for the other party’s uncured material breach or insolvency. The Company may also terminate the License Agreement if Ji Xing, its affiliates or sublicensees challenges the enforceability, validity or scope of certain patents owned by the Company, subject to customary exceptions set forth in the License Agreement. Upon termination, any license granted by the Company to Ji Xing will terminate, and all sublicenses granted by Ji Xing shall also terminate.

As of March 31, 2021, entities affiliated with RTW Investments, LP, beneficially owned greater than 5% of the Company’s outstanding shares of common stock. As a result, the License Agreement is considered a related party transaction and was approved by the audit committee of the board of directors of the Company.

~~2021 Inducement Plan~~

In July 2021, the Company's Board of Directors approved the adoption of the 2021 Inducement Plan (Inducement Plan), which is to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The Company has reserved 650,000 shares of its common stock that may be issued under the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to those of the 2019 Plan.

1320

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

The following discussion analyzes the Company's historical financial condition and results of operations. As you read this discussion and analysis, refer to the Company's financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which represents the results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020. Also refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2020, which includes detailed discussions of various items impacting the Company's business, results of operations and financial condition. The discussion and analysis below has been organized as follows:

•Executive summary, including a description of the business and recent events that are important to understanding the results of operations and financial condition;

•Results of operations, including an explanation of significant differences between the periods in the specific line items of the condensed statements of operations;

•Financial condition addressing the Company's sources of liquidity, future funding requirements, cash flow, sources and uses of cash, updates to contractual obligations and commitments, and off-balance sheet arrangements; and

•Critical accounting policies, significant judgements and estimates, which are most important to both the portrayal of the Company's results of operations and financial condition.

Some of the information contained in the following discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements within the meaning of Section 27A of the Act and Section 21E of the Exchange Act that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in this Quarterly Report on Form 10-Q, the Company’s actual results could differ materially from the results described in or implied by these forward-looking statements. Please also see the section of this Quarterly Report on Form 10-Q titled “Special Note Regarding Forward-Looking Statements.”

1421

Executive Summary

Introduction and Overview

Oyster Point Pharma, Inc. (the Company) is a ~~clinical stage~~commercial-stage biopharmaceutical company focused on the discovery, development and commercialization of first-in-class pharmaceutical therapies to treat ophthalmic diseases. ~~The Company's lead product candidate~~On October 15, 2021, TYRVAYA™ (varenicline solution) Nasal Spray (TYRVAYA Nasal Spray), formerly referred to as OC-01 ~~(varenicline)~~(varenicline solution) nasal spray, a highly selective nicotinic acetylcholine receptor (nAChR) agonist, ~~is being developed as a nasal spray to treat~~was approved by the U.S. Food and Drug Administration (FDA) for the treatment of the signs and symptoms of dry eye disease. ~~Based on OC-01 (varenicline) nasal spray’s clinical trial results and its novel~~TYRVAYA Nasal Spray’s highly differentiated mechanism of action ~~the Company believes OC-01 (varenicline) nasal spray, if approved by the FDA, has the potential~~is designed to ~~become the new standard of care and redefine how dry eye disease is treated for millions of patients.~~increase basal tear production with a goal to re-establish tear film homeostasis.

The Company ~~has no products approved for sale and has not generated revenue since its inception in 2015. The Company~~ expects to continue to finance its operations through private and public equity, or debt financing, collaborative or other arrangements with corporate sources or through other sources of financing. The Company’s net losses were ~~$40.9~~$58.6 million and $~~32.0~~48.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. As of ~~June~~September 30, 2021, the Company had an accumulated deficit of $~~195.7~~213.3 million. The Company expects that its selling, general and administrative expenses will continue to increase as the Company ~~prepares for the commercialization of~~commercializes TYRVAYA Nasal Spray following its ~~lead product candidate, OC-01 (varenicline) nasal spray, if approved~~recent approval by the FDA. Additionally, operating expenses will increase as the Company advances its other product candidates through preclinical and clinical development, seeks regulatory approval, and prepares for and, if approved, proceeds to commercialization; acquires, discovers, validates and develops additional product candidates; obtains, maintains, protects and enforces its intellectual property portfolio; and hires additional personnel. ~~The Company has incurred and will continue to incur additional costs associated with operating as a public company.~~

The Company plans to continue to use third-party service providers, including clinical research organizations (CROs) and contract manufacturing organization (CMOs), to carry out its preclinical and clinical development and to manufacture and supply the materials to be used during the development and commercialization of its product candidates. During the second quarter of 2021, the Company commenced its hiring of a specialty sales force of approximately 150 to 200 ~~field representatives.~~

Recent Events

FDA Approval of TYRVAYA Nasal Spray

On October 15, 2021, TYRVAYA Nasal Spray was approved by the FDA for the treatment of the signs and symptoms of dry eye disease. TYRVAYA Nasal Spray is the first and only nasal spray approved for the treatment of dry eye disease. TYRVAYA Nasal Spray is believed to bind to cholinergic receptors to activate the trigeminal parasympathetic pathway resulting in increased production of basal tear film as a treatment for dry eye disease. TYRVAYA Nasal Spray is a highly selective cholinergic agonist delivered twice daily as a multi-dose, aqueous nasal spray into each nostril to activate basal tear production. Nasal spray administration provides a new way to treat dry eye disease without administering medication onto an already irritated ocular surface.

Credit Facility with OrbiMed

On August 5, 2021, ~~the~~ Company entered into a $125 million term loan credit facility (the Credit Agreement) with OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent and initial lender (OrbiMed). The Credit Agreement ~~with OrbiMed,~~provides for loans to be funded in three separate ~~tranches,~~tranches: the first $45 million tranche ~~to be~~was funded ~~no later than~~on August ~~13,~~10, 2021, the second $50 million tranche to be funded, at the option of the Company, upon FDA approval of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease, with an approved label that includes eye dryness score data from clinical trials, among other conditions, and the third $30 million tranche to be funded on or prior to June 30, 2023, at the option of the Company, upon the Company ~~receiving~~having received at least $40 million in net recurring revenue from the sale and/or licensing of ~~OC-01.~~TYRVAYA Nasal Spray in any twelve month period prior to March 31, 2023, among other conditions, including having already drawn on the second tranche.

~~The Company’s obligations~~

the terms and conditions contained therein. The ~~Credit Agreement matures on August 5, 2027. The term loans bear interest at a rate per annum equal to~~Amendment also increased the ~~sum~~amount of ~~(x) the daily secured overnight financing rate as administered by the Federal Reserve Bank of New York, subject to a 0.40% floor, plus (y) a margin of~~ ~~8.10%. Commencing on the first full fiscal quarter after the closing date, the Company~~principal that is required to make quarterly revenue interest payments to OrbiMed in an amount equal to 3% of all net revenue from annual sales and licenses of OC-01 up to $300 million and 1% of all revenue from annual sales and licenses of OC-01 between $300 million and $500 million, subject to caps on such quarterly payments. These caps increase both on an annual basis and upon funding of the second and third term loan tranches.

If the Company does not obtain OC-01 approval by June 30, 2022, the Credit Agreement requires monthly repayments of principal starting on August 5, 2024. Additionally, commencing with the fourth full fiscal quarter after OC-01 approval,be repaid if the Company does not meet certain minimum recurring revenue thresholds from the sale and/or licensing of ~~OC-01~~TYRVAYA Nasal Spray on a quarterly basis for the most recently ended four fiscal quarter period, ~~the Credit Agreement requires a~~from $5 million ~~repayment~~to $10 million if (i) the company does not meet such minimum recurring revenue thresholds from the sale and/or licensing of ~~principal on~~TYRVAYA Nasal Spray in the ~~interest payment date following such fiscal quarter.~~ last four quarters and (ii) an improper promotional event has occurred. The Company ~~is permitted~~delivered notice to ~~prepay, in whole or in part,~~OrbiMed on October 19, 2021 that it intended to borrow the term loans, subject to the payment of a prepayment fee, an exit fee and a buyout amount (calculated as the revenue interest cap set forth above less the amount of royalty payments made to OrbiMed). The term loans are also required to be mandatorily prepaid with the proceeds of certain asset sales and casualty events (subject to payment of the prepayment fee and exit fee)second tranche and the ~~issuance of convertible debt.~~

~~For further discussion of~~Company received the ~~Credit Agreement, including information pertaining to affirmative and negative covenants of the Company, and events of default, see~~ ~~Item 1 —~~ ~~Note 8,~~ ~~Subsequent Events.~~second tranche funding on November 4, 2021.

Ji Xing License and Collaboration Agreement

On August 5, 2021, the Company entered into a license and collaboration agreement ~~(License~~(the License Agreement) with Ji Xing Pharmaceuticals Limited (Ji Xing), a biotechnology company headquartered in Shanghai, China and backed by RTW

Investments, LP (RTW). Pursuant to the License Agreement, the Company ~~will grant~~has granted Ji Xing an exclusive license to develop and commercialize OC-01 ~~(varenicline)~~(varenicline solution) and OC-02 (simpinicline) nasal sprays, for all prophylactic uses for, and treatment of, ophthalmology diseases or disorders in the greater China region. Ji Xing will be responsible for the development, regulatory, manufacturing and commercialization activities costs in the greater China ~~region.~~region, including mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan. The Company will be responsible for supplying the drug substance and finished products of OC-01 ~~(varenicline)~~(varenicline solution) and OC-02 (simpinicline) for Ji Xing's clinical development at quantities to be agreed by the parties for a period of up to twelve months, subject to one or more separate supply agreements as contemplated by the License Agreement. In August 2021, the Company recognized $17.9 million of revenue in connection with the License Agreement, which is inclusive of 397,562 of Ji Xing senior common shares valued at $0.4 million. The Company ~~will receive~~received $15.0 million in cash consideration during the three months ended September 30, 2021 and included $2.5 million in other receivable-related party on the condensed balance sheet as of September 30, 2021. In October 2021, the Company received an ~~upfront cash payment consisting~~additional 397,561 senior common shares of ~~$17.5 million and up to 0.75% equity interest in~~ Ji Xing ~~half~~and $5.0 million in development milestone payments upon the FDA approval of TYRVAYA Nasal Spray which ~~will be subject to a pre-specified vesting condition. In addition,~~occurred on October 15, 2021. Per the License Agreement, the Company is eligible to receive up to $204.8 million in aggregate development and sales-based milestone payments and royalty payments that are tiered ~~low teens to low twenties royalties based~~ on future net sales of OC-01 and OC-02 ~~in the greater China region. For further discussion of the License Agreement, see Item 1 — Note 8,~~and based on royalty rates between 10% and 20%.

Commercial Launch ~~Subsequent Events.~~Agreements

~~Hiring~~In anticipation of ~~U.S. Sales Representatives in July~~

~~The Company continues to make meaningful progress toward its planned U.S.~~the Company's commercial launch of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray in the fourth quarter of 2021, ~~if approved by~~ the ~~FDA, by initiating the hiring~~Company entered into wholesaler, patient services, manufacturing and supply, as well as a third party logistics services agreements.

Full Onboarding of ~~sales representatives during the month~~U.S. Sales Representatives

The Company has fully onboarded its planned field force of ~~July, with a planned target of hiring~~ 150-200 sales ~~representatives. Sales representatives are currently~~resources in 2021, who have been in the field communicating ~~our~~the Company's dry eye disease-state awareness ~~campaign.~~campaign and will now begin promoting TYRVAYA Nasal Spray to eye care practitioners. TYRVAYA Nasal Spray is now available at U.S. regional wholesalers for distribution to pharmacies, and samples are available to eye care practitioners.

Preclinical Data Highlighting Potent Activity of ~~OC-01 (varenicline)~~TYRVAYA Nasal Spray and OC-02 (simpinicline) against SARS-CoV-2 Virus and Variants.

In July 2021, the Company announced preclinical data in non-human primates and in vitro models evaluating ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray against SARS-CoV-2 and the alpha and beta variants, the viruses that cause COVID-19 disease. Administration of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray to non-human primates was observed to inhibit viral replication in the nose within 24 hours of infectious SARS-CoV-2 challenge with absence of subgenomic RNA at Day 3 and Day 5 post-challenge. The results were published on the preprint server bioRxiv. In addition, varenicline was observed to inhibit cellular entry and replication of SARS-CoV-2 and its alpha and beta variants in multiple human cell types. Lastly, OC-02 (simpinicline) was also observed to inhibit cellular entry and replication of SARS-CoV-2 alpha variant in Calu-3 human cells at very low concentrations. Additional preclinical studies with SARS-CoV-2 variants are currently underway.

2021 Inducement Plan

In July 2021, the Company's Board of Directors approved the adoption of the 2021 Inducement Plan ~~(Inducement~~(the Inducement Plan), which is ~~to be~~ used exclusively for grants of awards to individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment) as a material inducement to such individuals’ entry into employment with the ~~Company, pursuant to Nasdaq Listing Rule 5635(c)(4).~~Company. The Company has reserved 650,000 shares of its common stock that may be issued under the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to those of the 2019 Plan.

Enrollment of First Subject in the OLYMPIA Phase 2 Clinical Trial of ~~OC-01 (varenicline)~~TYRVAYA Nasal Spray (varenicline solution) Nasal Spray for Patients with Neurotrophic Keratopathy

In June 2021, the Company announced enrollment of the first subject in the OLYMPIA Phase 2 clinical trial of ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray for the treatment of Stage 1 Neurotrophic Keratopathy (NK). Enrollment is expected to be completed in 2022.

Pipeline Expansion with Enriched Tear Film (ETF™) Gene Therapy to Target Ophthalmic Diseases

In June 2021, the Company announced the expansion of its pipeline with the introduction of its proprietary ETF™ gene therapy and proof-of-concept in vivo study results from it first gene therapy candidate, OC-101. Preclinical study results from a 42-day proof-of-concept in vivo study demonstrated a single, intralacrimal gland injection of an adeno-associated virus (AAV) vector that delivers the human Nerve Growth Factor (NGF) gene. A single injection produced statistically significant increase of NGF in tear film, as compared to control. Preclinical study results also demonstrated that following AAV transduction of the lacrimal gland, cholinergic activation with ~~OC-01 (varenicline) nasal spray~~TYRVAYA Nasal Spray produced statistically significant increase of NGF levels in tear film of a rabbit model, as compared to control, ~~and pre-cholinergic activation,~~ potentially indicating OC-01’s ability to modulate lacrimal secretion of NGF. No macroscopic or microscopic safety findings were observed associated with either the intralacrimal gland administration of ~~OC-01~~TYRVAYA Nasal Spray or intranasal administration of ~~OC-01.~~TYRVAYA Nasal Spray.

Research Collaboration with Adaptive Phage Therapeutics, Inc. to Target Ophthalmic Diseases

for potential development and regulatory milestones, as well as the potential for sales-related milestones and tiered royalties of net sales, if a licensed phage therapy is approved by the FDA or certain other regulatory authorities. Pursuant to the terms of the agreement, the Company paid a one-time, non-refundable, upfront payment of $0.5 million for the collaboration and option agreement which was included in research and development expense for the ~~three and six~~nine months ended ~~June~~September 30, 2021.

~~Prescription Drug User Fee Act (PDUFA) target action date of October 17, 2021~~

The Company submitted a 505(b)(2) New Drug Application (NDA) for OC-01 (varenicline) nasal spray for the treatment of signs and symptoms of dry eye disease in December 2020. The FDA has assigned a PDUFA target action date of October 17, 2021 as the goal to complete its review of the NDA.

The Impact of the SARS-CoV-2 Virus Pandemic

During the ~~six~~nine months ended ~~June~~September 30, 2021, the financial results of the Company were not significantly affected by the SARS-CoV-2 virus pandemic. However, the extent to which the SARS-CoV-2 virus pandemic may affect the Company’s future financial results and operations will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the pandemic, the availability and effectiveness of vaccines and treatment options, and current or future domestic and international actions to contain it and treat it. The Company continues to evaluate the impact of the SARS-CoV-2 virus pandemic on its trials, expected timelines and costs, as well as potential supply-chain challenges as it prepares itself for commercialization of the ~~OC-01 (varenicline) nasal spray candidate~~TYRVAYA Nasal Spray and as it continues to learn more about the impact of the SARS-CoV-2 virus pandemic on the industry. In addition, the Company has taken a variety of measures in an effort to ensure the availability and functioning of the Company's critical infrastructure and to promote the safety and security of its employees, including previously instituted remote working arrangements for employees through at least the ~~second~~third quarter of 2021 and investing in personal protective equipment for the future return to the office. ~~During~~With the surge of the Delta variant of the virus across the United States during the second ~~quarter~~half of 2021, the Company ~~management instituted a~~delayed the planned voluntary return to the ~~Company’s~~ office ~~located~~for its employees until at least December 2021. However, the Company will continue monitoring COVID-19 infection rates and make practical decisions about voluntary reopening in ~~New Jersey beginning September 7, 2021,~~compliance with Centers for Disease Control and ~~continues to actively monitor~~Prevention, federal, state and ~~evaluate such plans as the pandemic continues to evolve.~~local guidelines.

The Company continues to evaluate and develop pipeline candidates for the potential treatment of various medical indications. The ongoing SARS-CoV-2 virus pandemic may impact access to supplies necessary to conduct preclinical studies, cause delay to the timelines to initiate or complete in vitro or in vivo animal studies, or indirectly impact the operation of third parties that are necessary for the Company to advance preclinical projects. If the SARS-CoV-2 virus pandemic continues and persists for an extended period of time, the Company could experience significant disruptions to its clinical development timelines, which could adversely affect its business, financial condition and results of operations.

For further discussion of the risks that the Company faces as a result of the SARS-CoV-2 virus pandemic refer to the ~~"Risk Factors"~~”Risk Factors” section of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2020 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.

1725

Results of Operations

Comparison of the Results of Operations for the Three Months Ended ~~June~~September 30, 2021 and 2020

The following table summarizes the Company's results of operations for the periods indicated (in thousands, except percentages):


		Three Months Ended June 30,									Three Months Ended September 30,
		2021		2020		$ Change		% Change			2021		2020		$ Change		% Change

Revenue:										Revenue:
License revenue - related party										License revenue - related party	$	17,943	$	—	$	17,943	100	%
Total revenue										Total revenue	17,943		$	—	17,943		100	%
Research and development:	Research and development:									Research and development:
Clinical, preclinical	Clinical, preclinical	$	2,066	$	1,881	$	185	10	%	Clinical, preclinical	1,467		2,148		(681)		(32)	%
Chemistry, manufacturing and controls (CMC)	Chemistry, manufacturing and controls (CMC)	3,420		5,723		(2,303)		(40)	%	Chemistry, manufacturing and controls (CMC)	3,727		4,676		(949)		(20)	%
Other	Other	1,244		950		294		31	%	Other	1,020		1,386		(366)		(26)	%
Total research and development	Total research and development	6,730		8,554		(1,824)		(21)	%	Total research and development	6,214		8,210		(1,996)		(24)	%
Selling, general and administrative	Selling, general and administrative	15,296		6,940		8,356		120	%	Selling, general and administrative	28,497		8,112		20,385		251	%
Loss from operations	Loss from operations	(22,026)		(15,494)		(6,532)		42	%	Loss from operations	(16,768)		(16,322)		(446)		3	%
Other income (expense)										Other income (expense)
Other income, net	Other income, net	10		30		(20)		(67)	%	Other income, net	222		17		205		1206	%

Interest expense										Interest expense	(1,124)		—		(1,124)		100	%
Total other expense, net										Total other expense, net	(902)		17		(919)		N/M
Net loss	Net loss	$	(22,016)	$	(15,464)	$	(6,552)	42	%	Net loss	$	(17,670)	$	(16,305)	$	(1,365)	8	%

N/M - Not Meaningful.

License Revenue - Related Party

In connection with the License Agreement entered into with Ji Xing, the Company recognized $17.9 million in license revenue during the three months ended September 30, 2021. The license revenue was recognized upon the transfer of control of the licenses to Ji Xing and was comprised of $17.5 million cash consideration, of which $2.5 million was included in other receivable-related party on the condensed balance sheet as of September 30, 2021, and non-cash consideration of 397,562 senior common shares of Ji Xing valued at $0.4 million. The receipt of the Ji Xing senior common shares was recorded as a non-marketable equity investment and included in other assets on the condensed balance sheet as of September 30, 2021.

Research and Development Expenses

Research and development expenses decreased by $~~1.8~~2.0 million during the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020. The decrease was ~~primarily~~ driven by lower CMC expenses incurred by the Company in the ~~second~~third quarter of 2021 compared to the ~~second~~third quarter of 2020, which included significant pre-approval inventory costs, as well as expenses related to the preparation of the NDA filing in December 2020. The Company also incurred lower clinical and pre-clinical expense due to the timing and number of the studies conducted during the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by ~~$8.4~~$20.4 million during the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020. The increase was driven by higher payroll-related expenses ~~including~~of $11.2 million, inclusive of increase in stock-based compensation of ~~$4.8~~$0.8 million, ~~due to additional headcount, as well as~~primarily driven by onboarding a commercial field force during the three months ended September 30, 2021. The Company incurred higher commercial planning expenses of ~~$1.8~~$5.2 million in anticipation of a U.S. launch of ~~OC-01 (varenicline) nasal spray, if approved, in the fourth quarter of 2021. In addition, the Company incurred~~TYRVAYA Nasal Spray, and higher ~~other~~ general and administrative expenses of ~~$1.0~~$3.1 million, related to accounting, legal, facilities, and information technology ~~and other office-related~~ costs. The Company also incurred ~~an increase in~~higher medical affairs costs in the amount of ~~$0.8~~$0.9 million during the three months ended ~~June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020.

Interest Expense

18The Company incurred $1.1 million of interest expense during the three months ended September 30, 2021 related to the Credit Agreement. Interest expense for the three months ended September 30, 2021 includes contractual interest, as well as the amortization of loan commitment fees and accretion of other long-term debt related costs.

Comparison of the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020

The following table summarizes the Company's results of operations for the periods indicated (in thousands, except percentages):


											Nine Months Ended September 30,
		Six Months Ended June 30,									2021		2020		$ Change		% Change
		2021		2020		$ Change		% Change
Revenue:										Revenue:
License revenue - related party										License revenue - related party	$	17,943	$	—	$	17,943	100	%
Total revenue										Total revenue	17,943		—		17,943		100	%
Research and development:	Research and development:									Research and development:
Clinical, preclinical	Clinical, preclinical	$	4,001	$	7,993	$	(3,992)	(50)	%	Clinical, preclinical	5,468		10,141		(4,673)		(46)	%
Chemistry, manufacturing and controls (CMC)	Chemistry, manufacturing and controls (CMC)	9,045		9,560		(515)		(5)	%	Chemistry, manufacturing and controls (CMC)	12,772		14,236		(1,464)		(10)	%
Other	Other	(488)		2,341		(2,829)		(121)	%	Other	532		3,727		(3,195)		(86)	%
Total research and development	Total research and development	12,558		19,894		(7,336)		(37)	%	Total research and development	18,772		28,104		(9,332)		(33)	%
Selling, general and administrative	Selling, general and administrative	28,388		12,529		15,859		127	%	Selling, general and administrative	56,885		20,641		36,244		176	%
Loss from operations	Loss from operations	(40,946)		(32,423)		(8,523)		26	%	Loss from operations	(57,714)		(48,745)		(8,969)		18	%
Other income (expense)										Other income (expense)
Other income, net	Other income, net	21		440		(419)		(95)	%	Other income, net	243		457		(214)		(47)	%

Interest expense										Interest expense	(1,124)		—		(1,124)		100	%
Total other expense, net										Total other expense, net	(881)		457		(1,338)		(293)	%
Net loss	Net loss	$	(40,925)	$	(31,983)	$	(8,942)	28	%	Net loss	$	(58,595)	$	(48,288)	$	(10,307)	21	%

License Revenue - Related Party

In connection with the License Agreement entered into with Ji Xing, the Company recognized $17.9 million in license revenue during the nine months ended September 30, 2021. The license revenue was recognized upon the transfer of control of the licenses to Ji Xing and was comprised of $17.5 million cash consideration, of which $2.5 million was included in other receivable-related party on the condensed balance sheet as of September 30, 2021, and non-cash consideration of 397,562 senior common shares of Ji Xing valued at $0.4 million. The receipt of the Ji Xing senior common shares was recorded as a non-marketable equity investment and included in other assets on the condensed balance sheet as of September 30, 2021.

Research and Development Expenses

Research and development expenses decreased by ~~$7.3~~$9.3 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020. The decrease in clinical, preclinical, and CMC expense of $~~4.5~~6.1 million was primarily due to the completion of the ONSET-2 Phase 3 clinical trial in May 2020. The decrease in other research and development costs of ~~$2.8~~$3.2 million was primarily driven by the application fee waiver granted to the Company in April 2021. In December 2020, the Company paid a fee of $2.9 million to the FDA under the ~~PDUFA~~Prescription Drug User Fee Act (PDUFA) in conjunction with the filing of its NDA for ~~OC-01 (varenicline) nasal spray.~~TYRVAYA Nasal Spray. The Company filed a request with the FDA to grant a waiver and refund the fee under the small business waiver provision of the PDUFA. Due to the uncertainty regarding the collectability of this refund, the Company recorded the filing fee in research and development expense in December 2020. In February 2021, the FDA granted the Company’s request for the waiver. The refund was recorded as a reduction in other research and development expense for the ~~six~~nine months ended ~~June~~September 30, 2021.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by ~~$15.9~~$36.2 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020. The increase was driven by higher payroll-related expenses of ~~$9.4~~$20.6 million, inclusive of increase in stock-based compensation of $3.4 million. The increase in payroll-related expenses is related to the ~~amount~~onboarding of ~~$2.6 million, due~~commercial sales force and other employees to ~~additional headcount, as well as higher~~support the anticipated commercial ~~planning expenses of $3.5 million in anticipation of a U.S.~~ launch of ~~OC-01(varenicline) nasal spray, if approved,~~TYRVAYA Nasal Spray in the fourth quarter of 2021. In addition to the increase in payroll-related expenses related to the anticipated launch of the product, the Company also incurred higher marketing and advertising expenses of $9.0 million. The Company incurred higher other general and administrative expenses of ~~$1.7~~$4.3 million, related to accounting, legal, facilities, and information technology ~~and other office-related~~ costs. The Company also incurred an increase in medical affairs costs in the amount of ~~$1.3~~$2.3 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020.

~~Other Income, Net~~Interest Expense

~~Other income, net decreased by $0.4~~The Company incurred $1.1 million of interest expense during the nine months ended September 30, 2021 related to the Credit Agreement. Interest expense for the ~~six~~three months ended ~~June~~September 30, 2021 ~~compared to the six months ended June 30, 2020, due to lower rate of return on the money market funds earned during the period,~~includes contractual interest, as well as ~~lower cash balances during~~ the ~~first six months~~amortization of ~~2021 compared to the first six months~~loan commitment fees and accretion of ~~2020.~~other long-term debt related costs.

1928

Liquidity and Capital Resources

Sources of Liquidity

The Company's principal sources of liquidity include cash on hand and borrowings under the Credit Agreement the Company entered into with OrbiMed in August 2021. In August 2021, the Company drew upon the first tranche of the credit facility in the amount of $45.0 million and received proceeds of $40.2 million, net of loan commitment fees, debt issuance and discount costs. In October 2021, the Company entered into the Amendment, to waive certain labeling requirements required for, and to permit the availability of, the second $50 million tranche of funding under the Credit Agreement (among other customary funding provisions) and make certain other amendments thereto. The Company delivered a notice to OrbiMed on October 19, 2021 that it intended to borrow the second tranche and the Company received the second tranche funding on November 4, 2021. The Company would also be barred from drawing the second tranche in the event an improper promotional event occurs prior to the funding of the second tranche. The Credit Agreement provides for the third $30 million tranche to be funded on or prior to June 30, 2023, at the option of the Company, upon the Company having received at least $40 million in net recurring revenue from the sale and/or licensing of TYRVAYA Nasal Spray prior to March 31, 2023, among other conditions, including having already drawn on the second tranche.

As of ~~June~~September 30, 2021, ~~and December 31, 2020,~~ the Company had cash and cash equivalents of ~~$154.8~~approximately $184.2 million and ~~$192.6~~$80 million ~~respectively.~~ remaining under the term loan credit facility, which will be available upon the achievement of certain events and the passage of time.

In November 2020, the Company entered into a sales agreement with Cowen and Company, LLC (the Agent), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100 million through the Agent (the ATM).

Future Funding Requirements

Based on the Company's current business plan, management believes that its available cash and cash equivalents will be sufficient to fund the Company's planned operations for at least 12 months from the filing date of this Quarterly Report on Form 10-Q.

On December 17, 2020, the Company submitted a 505(b)(2) NDA to the FDA for its first lead product candidate, OC-01 (varenicline) nasal spray for the treatment of signs and symptoms of dry eye disease. The Company expects to continue to incur an increase in expense related to the Company’s preparation for the commercialization of OC-01 (varenicline) nasal spray, if approved, including expenses for the establishment of commercial scale manufacturing arrangements, and to prepare for market access, marketing, distribution and commercial operations. In addition, the Company will continue to expend funds to initiate, continue and or complete the research, development and clinical testing of its current and future product candidates.

Since inception, the Company has incurred recurring losses and negative cash flows from operations. The Company generated net losses of ~~$40.9~~$58.6 million and ~~$32.0~~$48.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively, and had an accumulated deficit of ~~$195.7~~$213.3 million as of ~~June~~September 30, 2021. ~~The Company historically financed its operations primarily through~~On October 15, 2021, the ~~sale~~Company's first product, TYRVAYA Nasal Spray, was approved by the FDA for the treatment of the signs and ~~issuance~~symptoms of its securities. The Company does not expect to generate any meaningful revenue unless and until it obtains regulatory approval of and commercializes any of its product candidates or decides to enter into collaborative agreements with third parties.dry eye disease. The Company is subject to all of the risks typically related to the development and sale of new ~~product candidates,~~pharmaceutical products, and it may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect its business. The Company will require additional funds ~~to commercialize its~~as it commercializes TYRVAYA Nasal Spray, any future products, and to fund operations for the foreseeable future. The Company is unable to entirely fund these efforts with its current financial resources and there can be no assurance that it will be able to secure such additional financing on a timely basis, if at all, that will be sufficient to meet these needs. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce or eliminate certain commercial related expenses, included in selling, general and administrative expenses, as well as delay, reduce or eliminate the scope of or eliminate one or more of its research or development programs, which would materially and adversely affect its business, financial condition and operations. The Company may seek to raise capital through private or public equity or debt financings, collaborative or other arrangement with corporate sources, or through other sources of financing.

The Company anticipates that it will need to raise substantial additional capital, the requirements for which will depend on many factors, including:

•the scope, timing, rate of progress and costs of the Company's drug discovery efforts, preclinical development activities, laboratory testing and clinical trials for the Company's product candidates;

•the number and scope of clinical programs the Company decides to pursue;

•the cost, timing and outcome of preparing for and undergoing regulatory review of the Company's product candidates;

•the scope and costs of development and commercial manufacturing activities;

•the cost and timing associated with commercializing of the Company's product candidates, if they receive marketing approval;

•the extent to which the Company acquires or in-licenses other product candidates and technologies;

•the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing the Company's intellectual property rights and defending intellectual property-related claims;

•the Company's ability to establish and maintain collaborations on favorable terms, if at all;

•its efforts to enhance operational systems and the Company's ability to attract, hire and retain qualified personnel, including personnel to support the development of the Company's product candidates and, ultimately, the sale of the Company's products, following FDA approval;

•the Company's implementation of operational, financial and management systems;

•any current or future potential effects of the SARS-CoV-2 virus pandemic on the Company's business, operations, preclinical and clinical development and commercialization timelines and plans; and

•the costs associated with being a public company.

A change in the outcome of any of these or other variables with respect to the development of any of the Company's product candidates could significantly change the costs and timing associated with the development of that product candidate.

Furthermore, the Company's operating plans may change in the future, and it will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If additional funds are raised by issuing equity securities, the Company's stockholders may experience dilution. Any future debt financing into which the Company might enter may impose upon it additional covenants that restrict the Company's operations, including limitations on its ability to incur liens or additional debt, pay dividends, repurchase its common stock, make certain investments or engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that it raises may contain terms that are not favorable to the Company or its stockholders.

Adequate funding may not be available to the Company on acceptable terms or at all, and any uncertainty and volatility in capital markets caused by the SARS-CoV-2 virus pandemic may negatively impact the availability and cost of capital. The Company's failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce, or terminate some or all of its development programs and clinical trials or may also be required to sell or license to others rights to its product candidates in certain territories or indications that it would prefer to develop and commercialize itself. If the Company is required to enter into collaborations and other arrangements to supplement its funds, it may have to give up certain rights, thereby limiting its ability to develop and commercialize the product candidates or may have other terms that are not favorable to the Company or its stockholders, which could materially affect its business, results of operation and financial condition.

See Item 1A. Risk Factors to the Annual Report on Form 10-K for the year ended December 31, 2020 for additional risks associated with the Company's substantial capital requirements.

Cash Flow Discussion

The following table sets forth the primary sources and uses of cash, cash equivalents and restricted cash for each of the periods presented below (in thousands):


		Six Months Ended June 30,							Nine Months Ended September 30,
		2021		2020		$ Change			2021		2020		$ Change
Net cash (used in) provided by:	Net cash (used in) provided by:							Net cash (used in) provided by:
Operating activities	Operating activities	$	(37,085)	$	(25,098)	$	(11,987)	Operating activities	$	(47,895)	$	(37,348)	$	(10,547)
Investing activities	Investing activities	(994)		(342)		(652)		Investing activities	(1,250)		(342)		(908)
Financing activities	Financing activities	299		113,051		(112,752)		Financing activities	40,726		112,884		(72,158)
Net (decrease) increase in cash and cash equivalents		$	(37,780)	$	87,611	$	(125,391)
Net (decrease) increase in cash and cash equivalents, and restricted cash								Net (decrease) increase in cash and cash equivalents, and restricted cash	$	(8,419)	$	75,194	$	(83,613)

Cash Flows Used in Operating Activities

Net cash used in operating activities increased by ~~$12.0~~$10.5 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020, due to higher net loss adjusted for non-cash items during the period in the amount of ~~$5.9~~$6.2 million, as well as a decrease in working capital of ~~$6.0 million~~$4.3 million. The decrease in working capital was driven primarily by timing of the $2.5 million receivable due from Ji Xing in connection with the License Agreement, as well as timing of payments to the Company's service providers. The Company's higher net loss was driven by the preparation for the commercial launch of TYRVAYA Nasal Spray in the fourth quarter of 2021, as well as continued development of the Company's product ~~candidates and preparation for the commercial launch of the Company's main product candidate, OC-01 (varenicline) nasal spray, if approved, in the fourth quarter of 2021.~~candidates.

Cash Flows Used in Investing Activities

Net cash used in investing activities increased by ~~$0.7~~$0.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020, primarily related to partial payments for equipment to be used in manufacturing of ~~OC-01 (varenicline) nasal spray,~~TYRVAYA Nasal Spray, as well as purchases of laboratory equipment.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities decreased by ~~$112.8~~$72.2 million for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, ~~2020, primarily due to the~~2020. The Company received $112.6 million in proceeds from the follow on public offering during the second quarter of ~~2020. The decrease was partially offset by higher~~ 2020, compared to net proceeds ~~received~~ from ~~the exercise~~ long-term debt of ~~stock options~~$40.2 million received during the ~~six~~nine months ended ~~June~~September 30, ~~2021.~~2021 under the Credit Agreement.

Contractual Obligations and Commitments

In connection with the Credit Agreement and as further described in Note 7, Long-term Debt, the Company is required to make certain contractual payments in future periods. The Credit Agreement matures on August 5, 2027 and the loan is structured for full principal repayment at maturity.

The following table identifies the Company's obligations under the Credit Agreement as of September 30, 2021 (in thousands):


	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Debt Principal	$	—	$	—	$	—	$	45,000	$	45,000
Exit Fee	—		—		—		2,700		2,700
Contractual Interest on debt	3,878		7,767		7,756		3,283		22,684
Revenue Sharing Cap (a)	—		—		—		9,000		9,000
Total obligations	$	3,878	$	7,767	$	7,756	$	59,983	$	79,384

(a) — The Revenue Sharing Fee is capped at $9 million and timing of payments will vary based on the Company's net sales of OC-01.

In August 2021, the Company entered into a lease agreement for office space in Boston, Massachusetts for a five-year term beginning on December 1, 2021 and ending on November 30, 2026. Total future minimum lease payments under this lease are $2.7 million as of September 30, 2021 with the first lease payment to be made on December 1, 2021.

As of ~~June~~September 30, 2021, other than noted above, there have been no other material changes in the contractual obligations and commitments from those disclosed in the financial statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2021, the Company does not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies, Significant Judgments and Estimates

The Company's financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses incurred during the reporting periods. The Company bases its estimates on historical experience, terms of existing contracts, commonly accepted industry practices and on ~~various~~ other assumptions that it believes are reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The future effects of the SARS-CoV-2 virus pandemic on the Company's results of operations, cash flows, and financial position are unclear, however the Company believes it has used reasonable estimates and assumptions in preparing the interim condensed financial statements. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s critical accounting policies and estimates are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The Company periodically reviews its accounting policies, estimates and assumptions and makes adjustments when facts and circumstances dictate. In addition to the accounting policies that are described in the Company's 2020 Annual Report on Form 10-K, the following critical accounting ~~policy was~~policies were affected by critical accounting estimates in connection with the Company offering its employees an option to purchase the Company's common stock under the ESPP effective April 1, 2021 and the Company entering into the License Agreement with Ji Xing in August 2021.

Stock-Based Compensation

~~As discussed in Note 4,~~ ~~Stockholders' Equity,~~ ~~effective~~Effective April 1, 2021, the Company established its first offering period under the ESPP. Stock-based compensation expense related to purchase rights issued under the ESPP, is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period.

The determination of the grant date fair value of shares purchased under the ESPP is affected by the estimated fair value of our common stock as well as other assumptions and judgments, which are estimated as follows:

•Expected term. The expected term for ESPP is the beginning of the offering period to the end of each purchase period.

•Expected dividend rate. The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero.

Revenue

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” in Note 1,. Nature of Business, Basis of Presentation and Significant Accounting Policies to the Company's unaudited interim condensed financial statements included in this Quarterly Report.

JOBS Act

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, it will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. The Company intends to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

The Company will remain an emerging growth company until the earliest to occur of: (1) the last day of its first fiscal year in which it has total annual revenues of more than $1.07 billion; (2) the date it qualifies as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates; (3) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of its initial public offering.

ITEM 3 — Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

The Company's Credit Agreement is a variable rate term loan credit facility, which subjects the Company to the risk of loss associated with movements in market ~~risk inherent in the Company's financial instruments and in its financial position represents the potential loss arising from adverse changes~~interest rates. As of September 30, 2021, a 1% change in interest rates ~~or exchange rates. As~~would result in less than $0.5 million change in interest expense on a rolling twelve-month basis.

In addition, as of ~~June~~September 30, 2021, the Company had cash equivalents of ~~$153.8~~$183.2 million, consisting of interest-bearing money market funds, ~~for~~ which ~~the fair value~~ would be affected by changes in the general level of U.S. interest rates. However, due to the short-term maturities and the low-risk profile of cash equivalents, ~~an immediate 10% relative~~a change in interest rates would not have a material effect on the ~~fair value of the~~ Company's ~~cash equivalents or on~~interest income generated from its ~~future interest income.~~

The Company does not believe that inflation, interest rate changes or foreign currency exchange rate fluctuations have had a significant impact on its results of operations for any periods presented herein.money-market funds.

ITEM 4 — Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2021, management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation of its disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of ~~June~~September 30, 2021 to provide reasonable assurance that information required to be disclosed in the Company's reports under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company's management, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, 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 benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the quarter ended ~~June~~September 30, 2021 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

2434

PART II — OTHER INFORMATION

ITEM 1 — Legal Proceedings.

None.

ITEM 1A —Risk Factors.

Information regarding risk factors appears in Part I, Item 1A, Risk Factors, in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The Company has reviewed the risk factors, and, except as presented below, there have been no material changes in the Company’s risk factors since those reported in its Annual Report on Form 10-K for the year ended December 31, 2020 and the Company's Quarterly Report on Form 10-Q for the three months ended ~~March 31,~~June 30, 2021.

If the FDA does not conclude that OC-01 (varenicline) nasal spray satisfies the requirements under Section 505(b)(2) of the Federal Food Drug and Cosmetic Act (FFDCA), or if the requirements for such product candidates under Section 505(b)(2) are not as the Company expects, the approval pathway for those product candidates may take longer, cost more or entail greater complications and risks than anticipated, and may not be successful.

The Company submitted an NDA for OC-01 (varenicline) nasal spray for the treatment of signs and symptoms of dry eye disease in December 2020, and the FDA has assigned a PDUFA target action date of October 17, 2021 as the goal to complete its review of the NDA. The Company is seeking FDA approval through the Section 505(b)(2) regulatory pathway for OC-01 (varenicline) nasal spray. Section 505(b)(2) of the FFDCA permits the submission of a New Drug Application (NDA) where some or all of the data required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. The Company's ability to rely on certain of the FDA’s findings of safety and effectiveness in approval of another NDA or on studies published in the scientific literature will depend on its ability to demonstrate the relevance to OC-01 (varenicline) nasal spray.

In particular, the Company conducted ZEN, a comparative pharmacokinetic "bridge" trial, to evaluate the relative bioavailability of varenicline administered as a nasal spray (OC-01) compared to varenicline administered orally (Chantix®) in order to reference certain FDA conclusions regarding the safety of varenicline from the Agency’s review of the Chantix NDA. If the FDA does not accept or disagrees with the Company's conclusions from ZEN or the data required for approval of its Section 505(b)(2) NDA are different than anticipated, the Company may be required to conduct additional development activities or studies or provide additional data and information to pursue the 505(b)(2) regulatory pathway on its proposed timeline. Such delays could result in new competitive products reaching the market faster than OC-01 (varenicline) nasal spray, which could materially adversely impact the Company's competitive position and growth prospects.

The Company may face difficulties from changes to current regulations and future legislation.

In the United States, the European Union and other jurisdictions there have been a number of legislative and regulatory changes and proposed changes to the healthcare system that could affect the Company's future results of operations. Existing regulatory policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of the product candidates. The Company cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If the Company is slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if it is unable to maintain regulatory compliance, it may lose any marketing approval that may have been obtained and the Company may not achieve or sustain profitability.

For example, in March 2010, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (or collectively, the ACA), was passed, which substantially changed the way healthcare is financed by both the government and private insurers, and continues to significantly impact the U.S. pharmaceutical industry.

The ACA contains provisions that may reduce the profitability of drug products through increased rebates for drugs reimbursed by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, mandatory discounts for certain Medicare Part D beneficiaries and annual fees based on pharmaceutical companies’ share of sales to federal health care programs. The Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter into and have in effect a national rebate agreement with the U.S. Department of Health and Human Services (HHS) Secretary as a condition for states to receive federal matching funds for the manufacturer’s outpatient drugs furnished to Medicaid patients. The ACA made several changes to

the Medicaid Drug Rebate Program, including increasing pharmaceutical manufacturers’ rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs from 15.1% of average manufacturer price (AMP), to 23.1% of AMP and adding a new rebate calculation for “line extensions” (i.e., new formulations, such as extended release formulations) of solid oral dosage forms of branded products, as well as potentially impacting their rebate liability by modifying the statutory definition of AMP. The ACA also expanded the universe of Medicaid utilization subject to drug rebates by requiring pharmaceutical manufacturers to pay rebates on Medicaid managed care utilization and by enlarging the population potentially eligible for Medicaid drug benefits.

There have been judicial, Congressional and executive branch challenges to certain aspects of the ACA. For example, President Trump signed several Executive Orders and other directives designed to delay the implementation of certain provisions of the ACA or otherwise circumvent some of the requirements for health insurance mandated by the ACA. Concurrently, Congress considered legislation to repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, several bills affecting the implementation of certain taxes under the ACA have passed. On December 22, 2017, President Trump signed into law federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Act), which included a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” The 2020 federal spending package permanently eliminated, effective January 1, 2020, the ACA-mandated “Cadillac” tax on high-cost employer-sponsored health coverage and medical device tax and, effective January 1, 2021, also eliminated the health insurer tax.

On June 17, 2021 the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Thus, the ACA will remain in effect in its current form. Further, prior to the U.S. Supreme Court ruling, ~~on January 28, 2021,~~ President Biden issued an executive order on January 28, 2021 that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15, 2021 and ~~will remain~~remained open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is unclear how any such challenges and the healthcare reform measures of the Biden administration will impact the ACA and the Company's business.

In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. These changes included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, effective April 1, 2013, which, due to subsequent legislative amendments, will stay in effect through 2030 unless additional Congressional action is taken. However, COVID-19 relief legislation suspended the 2% Medicare sequester from May 1, 2020 through December 31, 2021. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws may result in additional reductions in Medicare and other healthcare funding, which could have a material adverse effect on customers for the Company's product candidates, if approved, and accordingly, the financial operations.

Moreover, payment methodologies may be subject to changes in healthcare legislation and regulatory initiatives. There has been heightened governmental scrutiny recently over the manner in which drug manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. For example, at the federal level, the Trump administration used several means to propose or implement drug pricing reform, including through federal budget proposals, executive orders and policy initiatives. For example, On July 24, 2020 and September 13, 2020, the Trump administration announced several executive orders related to prescription drug pricing that seek to implement several of the administration's proposals. As a result, the FDA also released a final rule, on September 24, 2020 providing guidance for states to build and submit importation plans for drugs from Canada. Further, on November 20, 2020, HHS finalized a regulation removing safe harbor protection for price reductions from pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit managers, unless the price reduction is required by law. The ~~Implementation~~implementation of the rule has been delayed by the Biden administration from January 1, 2022 to January 1, 2023 in response to ongoing litigation. The rule also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between pharmacy benefit managers and manufacturers, the implementation of which have also been delayed until January 1, 2023. In addition, on November 20, 2020, the Centers for Medicare ~~and~~& Medicaid Services (CMS) issued an interim final rule implementing President Trump’s Most Favored Nation executive order, which would tie Medicare Part B payments for certain physician-administered drugs to the lowest price paid in other economically advanced ~~countries, effective January 1, 2021.~~

~~On December 28, 2020,~~countries. As a result of litigation challenging the ~~United States District Court in Northern California issued~~Most Favored Nation model, on August 10, 2021, CMS published a ~~nationwide preliminary injunction against implementation of~~proposed rule that seeks to rescind the Most Favored Nation Model interim final rule. On January 13, 2021, in a separate lawsuit brought by industry groups in the U.S. District of Maryland, the government defendants entered a joint motion to stay litigation on the condition that the government would not appeal the preliminary injunction granted in the U.S. District Court for the Northern District of California and that performance for any final regulation stemming from the MFN Model interim final rule shall not commence earlier than sixty (60) days after publication of that regulation in the Federal Register. It is unclear whether the Biden administration will work to reverse these measures or pursue similar policy initiatives. Additionally, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price, for single source and innovator multiple source drugs, beginning January 1, 2024. Further, in July 2021, the Biden administration released an executive order that included multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, HHS released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue to advance these principles. In addition, Congress is considering drug pricing as part of the budget reconciliation process.

At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

The Company expects that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that the Company receives for any approved product. It is possible that additional governmental action is taken in response to address the SARS-CoV-2 virus pandemic. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent the Company from being able to generate revenue, attain profitability or commercialize its product candidates.

In the European Union, similar political, economic and regulatory developments may affect the Company's ability to profitably commercialize its product candidates, if approved. In addition to continuing pressure on prices and cost containment measures, legislative developments at the European Union or member state level may result in significant additional requirements or obstacles that may increase the Company's operating costs. The delivery of healthcare in the European Union, including the establishment and operation of health services and the pricing and reimbursement of medicines, is almost exclusively a matter for national, rather than EU, law and policy. National governments and health service providers have different priorities and approaches to the delivery of health care and the pricing and reimbursement of products in that context. In general, however, the healthcare budgetary constraints in most EU member states have resulted in restrictions on the pricing and reimbursement of medicines by relevant health service providers. Coupled with ever-increasing EU and national regulatory burdens on those

wishing to develop and market products, this could prevent or delay marketing approval of the Company's product candidates, restrict or regulate post-approval activities and affect its ability to commercialize its product candidates, if approved.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for biotechnology products. The Company cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations will be changed, particularly in light of the recent presidential election, or what the impact of such changes on the marketing approvals of the Company's product candidates, if any, may be. In addition, increased scrutiny by Congress of the FDA approval process may significantly delay or prevent marketing approval, as well as subject the Company to more stringent product labeling and post-marketing testing and other requirements.

If the Company is unable to obtain and maintain patent protection for its technology and products, or if the scope of the patent protection obtained is not sufficiently broad, the Company may not be able to compete effectively in its markets.

The Company relies upon a combination of patents, trademarks, trade secret protection, and confidentiality agreements to protect the intellectual property related to its development programs and product candidates. The Company's success depends in part on its ability to obtain and maintain patent protection in the United States and other countries with respect to TYRVAYA Nasal Spray and other product candidates. The Company seeks to protect its proprietary position by filing patent applications in the United States and abroad related to its development programs and product candidates. The patent prosecution process is expensive and time-consuming, and the Company may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

The patents and patent applications that the Company owns may fail to result in issued patents with claims that protect TYRVAYA Nasal Spray or other product candidates in the United States or in other foreign countries. There is no assurance that all of the potentially relevant prior art relating to the Company's patents and patent applications has been found, which can prevent a patent from issuing from a pending patent application, or be used to invalidate a patent. Even if patents do successfully issue and even if such patents cover TYRVAYA Nasal Spray or other product candidates, third parties may challenge their validity, enforceability or scope, which may result in such patents being narrowed, invalidated or held unenforceable. Any successful opposition to these patents or any other patents owned by or licensed to the Company could deprive it of rights necessary for the successful commercialization of any product candidates that it may develop.

The European patent related to varenicline, the active ingredient in TYRVAYA Nasal Spray, has been opposed. There is a risk that the European patent will be invalidated, or have its claims amended, through the opposition process. Invalidation or amendment could have a material impact on our ability to commercialize in Europe and/or a material adverse impact to deter competition from potential competitors in Europe. There is a risk that we may face additional oppositions in Europe as additional patents are granted.

Further, if the Company encounters delays in regulatory approvals, the period of time during which it could market a product candidate under patent protection could be reduced.

The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that the Company or any of its potential future collaborators will be successful in protecting its product candidates by obtaining and defending patents. These risks and uncertainties include the following:

•the U.S. Patent and Trademark office, or USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process, the noncompliance with which can result in abandonment or lapse of a patent or patent application, and partial or complete loss of patent rights in the relevant jurisdiction;

•patent applications may not result in any patents being issued;

•patents may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive advantage;

•the Company's competitors, many of whom have substantially greater resources than the Company does and many of whom have made significant investments in competing technologies, may seek or may have already obtained patents that will limit, interfere with or block the Company's ability to make, use and sell its product candidates;

•there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns; and

•countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing products.

The patent prosecution process is also expensive and time consuming, and the Company may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions where protection may be commercially advantageous. It is also possible that the Company will fail to identify patentable aspects of its research and development output before it is too late to obtain patent protection. Moreover, if the Company chooses to license certain patent rights in the future from third parties, it may not have the right to control the preparation, filing and prosecution of such patent applications, or to maintain the patents, directed to technology that it licenses from those third parties. The Company may also require the cooperation of its future licensor, if any, in order to enforce the licensed patent rights, and such cooperation may not be provided. Therefore, any licensed patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of the Company's business. The Company cannot be certain that patent prosecution and maintenance activities by any of its future licensors have been or will be conducted in compliance with applicable laws and regulations, which may affect the validity and enforceability of such patents or any patents that may issue from such applications. If they fail to do so, this could cause the Company to lose rights in any applicable intellectual property that it in-licenses, and as a result its ability to develop and commercialize products or product candidates may be adversely affected and it may be unable to prevent competitors from making, using and selling competing products.

If the patent applications the Company holds or may in-license in the future with respect to its development programs and product candidates fail to issue, if their breadth or strength of protection is threatened, or if they fail to provide meaningful exclusivity for TYRVAYA Nasal Spray or other product candidates, it could dissuade other companies from collaborating with the Company to develop product candidates, and threaten its ability to commercialize TYRVAYA Nasal Spray or other product candidates. Any such outcome could have a materially adverse effect on the Company's business.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been and will continue to be the subject of litigation and new legislation. In addition, the laws of foreign countries may not protect the Company's rights to the same extent as the laws of the United States. For example, many countries restrict the patentability of methods of treatment of the human body. Publications in scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, the Company cannot know with certainty whether it was the first to make the inventions claimed in its own patents or pending patent applications, or that it were the first to file for patent protection of such inventions. As a result of these and other factors, the issuance, scope, validity, enforceability, and commercial value of the Company patent rights are highly uncertain. The Company's pending and future patent applications may not result in patents being issued which protect its technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of the Company patents or narrow the scope of its patent protection.

Moreover, the Company may be subject to a third-party pre-issuance submission of prior art to the USPTO or become involved in opposition, derivation, reexamination, inter partes review, post-grant review or interference proceedings challenging its patent rights or the patent rights of others. The costs of defending patents or enforcing its proprietary rights in post-issuance administrative proceedings and litigation can be substantial and the outcome can be uncertain. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, the Company's patent rights, allow third parties to commercialize its technology or products and compete directly with the Company, without payment to it, or result in its inability to manufacture or commercialize products without infringing third party patent rights. In addition, if the breadth or strength of protection provided by the Company's patents and patent applications is threatened, it could dissuade companies from collaborating to license, develop or commercialize current or future product candidates.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and patents in which the Company has an interest may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit the Company ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of its technology and products. Generally, issued patents are granted a term of 20 years from the earliest claimed non-provisional filing date. In certain instances, patent term can be adjusted to recapture a portion of delay incurred by the USPTO in examining the patent application (patent term adjustment). The scope of patent protection may also be limited.

Without patent protection for the Company's current or future product candidates, it may be open to competition from generic versions of such products. Given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, the Company's patent portfolio may not provide it with sufficient rights to exclude others from commercializing products similar or identical to its own.

Depending upon the timing, duration and specifics of FDA marketing approval of TYRVAYA Nasal Spray and other product candidates, one or more of the Company's U.S. patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years beyond the normal expiration of the patent as compensation for patent term lost during drug development and the FDA regulatory review process, which is limited to the approved indication (or any additional indications approved during the period of extension). This extension is based on the first approved use of a product and is limited to only one patent that covers the approved product, the approved use of the product, or a method of manufacturing the product. However, the applicable authorities, including the FDA and the USPTO in the United States, and any equivalent regulatory authority in other countries, may not agree with the Company assessment of whether such extensions are available, and may refuse to grant extensions to its patents, or may grant more limited extensions than the Company requests. The Company may not be granted an extension because of, for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time-period or the scope of patent protection afforded could be less than the Company requests. If it is unable to extend the expiration date of its existing patents or obtain new patents with longer expiry dates, the Company's competitors may be able to take advantage of its investment in development and clinical trials by referencing its clinical and preclinical data to obtain approval of competing products following its patent expiration and launch their product earlier than might otherwise be the case.

The terms of the Company’s credit facility place restrictions on the Company’s operating and financial flexibility.

On August 5, 2021, the Company entered into a $125 million term loan credit facility (the Credit Agreement) with OrbiMed Royalty & Credit Opportunities III, LP, as administrative agent and initial lender. The Company’s ability to draw on the second $50 million tranche and third $30 million tranche under the Credit Agreement is subject to conditions, including, for the third tranche, having previously drawn on the second tranche, and the Company may not meet such conditions to draw on the tranches. On October 19, 2021, the Company entered into a waiver and amendment (the Amendment) to the Credit Agreement to waive certain labeling requirements required for, and to permit the availability of, the second $50 million tranche of funding under the Credit Agreement (among other customary funding provisions) and make certain other amendments thereto, subject to the terms and conditions contained therein. Because the label approving TYRVAYA Nasal Spray for the signs and symptoms of dry eye disease did not include eye dryness score data from clinical trials, the Amendment was required in order for the Company to draw the second tranche and to be eligible to draw the third tranche under the Credit Agreement. The Company would also be barred from drawing the second tranche in the event an improper promotional event occurs prior to the funding of the second tranche.

Borrowings under the Credit Agreement are secured by all or substantially all of the Company’s assets, subject to customary exceptions.Additionally, the Credit Agreement contains operating restrictions and covenants that restrict, and any future financing agreements that we may enter into may further restrict, the Company’s ability to finance its operations, engage in business activities or expand or fully pursue its business strategies. For example, the Credit Agreement limits the Company’s ability to, among other things:

•incur additional debt;

•incur liens;

•make investments, acquisitions, loans or advances;

•sell assets;

•make restricted payments, including dividends and distributions on, and redemptions, repurchases or retirement of, the Company’s capital stock;

•enter into fundamental changes, including mergers and consolidations;

•enter into transactions with affiliates;

•change the nature of the Company’s business;

•make prepayments of certain debt;

•modify or terminate material agreements; and

•enter into certain outbound licenses of material intellectual property.

These restrictions are subject to certain exceptions. In addition, the Credit Agreement requires that the Company meet certain reporting and operating covenants, including a minimum liquidity covenant. The Company’s ability to comply with these covenants may be affected by events beyond its control, and the Company may not be able to meet those covenants.

The Credit Agreement includes customary events of default, including failure to pay principal, interest or certain other amounts when due; material inaccuracy of representations and warranties; breach of covenants; specified cross-default to other material indebtedness; certain bankruptcy and insolvency events; certain ERISA events; certain undischarged judgments; material impairment of security interests; material adverse change and material regulatory events, in certain cases subject to certain thresholds and grace periods. A breach of any of these covenants could result in an event of default under the Credit Agreement. In addition, if the Company defaults under the terms of the Credit Agreement, including failure to satisfy the operating covenants, the lender may accelerate all of the Company’s repayment obligations and take control of the secured assets. Any declaration by the lender of an event of default could significantly harm the Company business and prospects and could cause the price of the Company’s common stock to decline.

The pharmaceutical industry in China is highly regulated, and such regulations are subject to change, which may negatively affect the commercialization of our medicines and drug candidates.

On August 5, 2021, the Company entered into a license and collaboration agreement (License Agreement) with Ji Xing, a biotechnology company headquartered in Shanghai and backed by RTW. Pursuant to the License Agreement, the Company has granted Ji Xing an exclusive license to develop and commercialize OC-01 (varenicline solution) and OC-02 (simpinicline), for all prophylactic uses for, and treatment of, ophthalmology diseases or disorders in the greater China region, including mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan. The pharmaceutical industry in China is subject to comprehensive government regulation and supervision, encompassing the approval, registration, manufacturing, packaging, licensing and marketing of new medicines. In recent years, the regulatory framework in China for pharmaceutical companies has undergone significant changes, which we expect will continue. Any such change may cause delays in or prevent the successful research, development, manufacturing or commercialization of OC-01 and OC-02 in the greater China region and may reduce the current benefits the Company believes are available to it from licensing such products to be developed, manufactured and sold in the greater China region. In addition, any failure by us or our partners to maintain compliance with applicable laws and regulations or obtain and maintain required licenses and permits may result in the suspension or termination of our business activities in China or create other legal risks.

The Company has no prior experience in marketing, selling and commercializing its products and related services, and if the Company is unable to successfully commercialize TYRVAYA Nasal Spray and related services, its business and operating results will be adversely affected.

The Company has no prior experience marketing and selling its products and related services. Future sales of TYRVAYA Nasal Spray will depend in large part on the Company’s ability to effectively market and sell our product and services, successfully manage our sales force, and increase the scope of our marketing efforts. The Company may also enter into additional distribution arrangements in the future. Because the Company has no prior experience in marketing and selling its products, its ability to forecast demand, the infrastructure required to support such demand and the sales cycle to customers is unproven. If the Company does not build an efficient and effective marketing and sales organization and sales program, its business and operating results will be adversely affected.

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

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

Exhibit
Number
Description Form File No. Number Filing Date
3.1
Amended and Restated Certificate of Incorporation
8-K 001-39112 3.1 November 5, 2019
3.2
Amended and Restated Bylaws
8-K 001-39112 3.2 November 5, 2019
10.1*
2021 Inducement Plan
10.2*
Form of Stock Option Grant Notice and Option Agreement for the 2021 Inducement Plan
10.3*
Form of Restricted Stock Unit Grant Notice and Award Agreement for the 2021 Inducement Plan
  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 XBRL Instance Document
101.SCH

XBRL Taxonomy Extension Schema Document
101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

XBRL Taxonomy Extension Label Linkbase Document
101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit

Number

Description

Form

File No.

Number

Filing Date

3.1

Amended and Restated Certificate of Incorporation

8-K

001-39112

3.1

November 5, 2019

3.2

Amended and Restated Bylaws

8-K

001-39112

3.2

November 5, 2019

10.1*

Credit Agreement and Guaranty, dated as of August 5, 2021, by and among Oyster Point Pharma, Inc., OrbiMed Royalty & Credit Opportunities III, LP and the other parties thereto, as amended by the Waiver and Amendment, dated as of October 19, 2021, by and among Oyster Point Pharma, Inc., OrbiMed Royalty & Credit Opportunities III, LP. and the other parties thereto.

10.2*†

License and Collaboration Agreement, dated as of August 5, 2021, by and between Oyster Point Pharma, Inc. and Ji Xing Pharmaceuticals Limited.

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

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

+ The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the

Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

3043

SIGNATURES

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.


	OYSTER POINT PHARMA, INC.

Date: ~~August 5,~~November 4, 2021	By:	/s/ Jeffrey Nau
		Jeffrey Nau, Ph.D., M.M.S.
		President, Chief Executive Officer and Director


Date: ~~August 5,~~November 4, 2021	By:	/s/ Daniel Lochner
		Daniel Lochner
		Chief Financial Officer

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