In this Quarterly Report on Form 10-Q, unless otherwise stated or the context otherwise requires, references to the "Company," "Kadmon," "we," "us" and "our" refer to Kadmon Holdings, Inc. and its consolidated subsidiaries. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report on Form 10-Q and those in included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the "Risk Factors" and "Forward-Looking Statements" sections of this Quarterly Report on Form 10-Q and our most recent Annual Report on Form 10-K, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

Overview

We are a biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address significant unmet medical needs. Our clinical pipeline includes developmental treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Our operations to date have been focused on developing first-in-class innovative therapies for indications with significant unmet medical needs while leveraging our commercial infrastructure. We believe that we have the ability to progress these candidates ourselves while maintaining flexibility for commercial and licensing arrangements. In addition to these discovery and development efforts, our business strategy includes the efficient commercialization of these drugs in the U.S. and certain other regions upon regulatory approval. By focusing on rare disease markets, we believe that we can more effectively control the costs of, and our strategic allocation of financial resources toward, post-approval commercialization.

Our revenues are difficult to predict and depend on several factors. For example, our revenues depend, in part, on regulatory approval decisions for our product and product candidates, the effectiveness of our and our collaborative partners' commercialization efforts, market acceptance of our products, particularly REZUROCK™ (belumosudil), the resources dedicated to our products and product candidates by us and our collaborative partners, and our ability to enter into or modify licensing agreements for our product candidates. We have never been profitable and had an accumulated deficit of $503.9 million at June 30, 2021.

Our operating expenses are also difficult to predict and depend on several factors, including commercialization expenses, research and development expenses, drug manufacturing, and clinical research activities, the ongoing requirements of our development programs and the availability of capital. As our commercialization activities for REZUROCK and research and development programs continue to advance, we expect our operating costs will increase. Management may be able to control the timing and level of research and development and selling, general and administrative expenses, but many of these expenditures will occur irrespective of our actions due to contractually committed activities and/or payments.

As a result of these factors, we believe that period-to-period comparisons are not necessarily meaningful and you should not rely on them as an indication of future performance. The Company has sustained operating losses for the majority of its corporate history and the Company expects to continue to incur operating losses and negative cash flows until revenues reach a level sufficient to support ongoing operations. Due to all of the foregoing factors, it is possible that our operating results will be below the expectations of market analysts and investors. In such event, the prevailing market price of our common stock could be materially adversely affected.

Recent Corporate Highlights

COVID-19 Update

The ongoing COVID-19 pandemic has severely impacted global economic activity and caused significant volatility in financial markets. While our financial condition, results of operations, cybersecurity and liquidity have not been materially impacted by the direct effects of the pandemic, the COVID-19 pandemic continues to evolve. We are continuing to monitor developments with respect to the COVID-19 pandemic and to make adjustments as needed to assist in protecting the safety of our employees and communities while continuing our business activities. To date, implementation of these measures has not required material expenditures or significantly impacted our ability to operate our business or our internal control over financial reporting and disclosure controls and procedures. We are continuing to monitor the potential impacts of COVID-19 on our operations and those of our partners, suppliers, customers, and regulators, including commercial and clinical drug supply chain continuity and commercial launch of REZUROCK.



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Notwithstanding the foregoing, we cannot precisely predict the impact that the COVID-19 pandemic will have in the future due to numerous uncertainties, including the severity of the disease and its variants, the duration of the pandemic, actions that may be taken by governmental authorities, the impact to the business of potential variations or disruptions in our supply chain, and other factors identified in Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2020. We will continue to closely monitor and evaluate the nature and extent of the impact of the COVID-19 pandemic to our business, consolidated results of operations, and financial condition.

REZUROCK ™ (belumosudil)

REZUROCK is an oral tablet developed by Kadmon for the treatment of cGVHD. REZUROCK was approved by the FDA on July 16, 2021 for the treatment of adult and pediatric patients 12 years and older with cGVHD after failure of at least two prior lines of systemic therapy. We expect REZUROCK to be available in the United States by late August 2021.

We expect to begin generating revenue from sales of REZUROCK in the third quarter of 2021. Revenue from sales of REZUROCK in future periods is subject to uncertainties and will depend on several factors, including the success of our and our partners' commercialization efforts in the U.S., the number of new patients switching to REZUROCK, patient retention and demand, the number of physicians prescribing REZUROCK, the rate of monthly prescriptions, reimbursement from third-party payors, the conversion of patients from our clinical trials to commercial customers, and market trends. We will monitor and analyze this data during the initial launch period.

Belumosudil for the treatment of systemic sclerosis

We are also developing belumosudil for the treatment of systemic sclerosis ("SSc"). A double-blind, placebo-controlled, 60-patient Phase 2 clinical trial of belumosudil in diffuse cutaneous SSc ("dcSSc") (KD025-209) is ongoing, and an open-label Phase 2 clinical trial of belumosudil in dcSSc designed to quickly present the potential of belumosudil in dcSSc while the placebo-controlled trial is ongoing. We plan to present initial data from the open-label study by year-end 2021. The FDA has granted Orphan Drug Designation to belumosudil for the treatment of SSc.

KD033

We have a biologics research platform focused on the development of immuno-oncology therapeutics, specifically, IL-15-containing fusion proteins for the treatment of cancer. KD033 is an anti-PD-L1/IL-15 fusion protein and is the most advanced product candidate from our IL-15 platform. A Phase 1 clinical trial of KD033 in adults with metastatic or locally advanced solid tumors (KD033-101) is ongoing. In May 2021, we presented initial safety data demonstrating that KD033 was well tolerated in all patients through initial dose cohorts, allowing for continuation of dose escalation. We plan to share additional clinical data from this trial in the fourth quarter of 2021.

Critical Accounting Policies and Estimates

Management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reporting amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. We evaluate our estimates, judgments and the policies underlying these estimates on a periodic basis, as situations change, and regularly discuss financial events, policies, and issues with members of our audit committee. In particular, we routinely evaluate our estimates and policies regarding revenue recognition, share-based compensation and the accrual of research and development and clinical trial expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

See our significant accounting policies disclosed in "Note 2. Summary of Significant Accounting Policies" in our audited financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K for a description of accounting policies that we believe are the most critical to aid you in fully understanding and evaluating our reported financial results and that affect the more significant judgments and estimates that we use in the preparation of our financial statements. Since the date of such financial statements, there have been no changes to our significant accounting policies other than those described in Note 2 of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

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



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Results of Operations

Three and six months ended June 30, 2021 and 2020



                                       Three Months Ended         Six Months Ended
                                            June 30,                  June 30,
                                        2021         2020         2021         2020
                                                        (unaudited)
                                                      (in thousands)
Revenues
Net sales                            $       24   $      299   $      384   $      888
Other revenue                               173          149          377        6,295
Total revenue                               197          448          761        7,183
Cost of sales and inventory
write-down                                   11          784          107        1,396
Gross profit                                186        (336)          654        5,787
Operating expenses:
Research and development                 18,525       16,516       33,799       29,390
Selling, general and
administrative                           13,656       10,068       26,252       19,434
Total operating expenses                 32,181       26,584       60,051       48,824
Loss from operations                   (31,995)     (26,920)     (59,397)     (43,037)
Total other income (expense)              1,650        (232)          674     (13,412)
Income tax expense                            -            -            -            -
Net loss                             $ (30,345)   $ (27,152)   $ (58,723)   $ (56,449)
Deemed dividend on convertible
preferred stock                             543          518        1,086        1,035
Net loss attributable to common
stockholders                         $ (30,888)   $ (27,670)   $ (59,809)   $ (57,484)


Revenues

The decrease in total revenue for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020 was primarily attributable to a $6.0 million milestone payment earned in the first quarter of 2020 pursuant to a joint venture and license agreement entered into with Meiji Seika Pharma Co., Ltd to develop belumosudil in Japan.

Research and development expenses

The increase in research and development expenses for the three and six months ended June 30, 2021 as compared to the three and six months ended June 30, 2020 was primarily related to an increase in direct external costs of developing our preclinical product candidates from our immuno-oncology platform.

Selling, general and administrative expenses

The increase in selling, general and administrative expenses for the three and six months ended June 30, 2021 as compared to the three and six months ended June 30, 2020 was primarily attributable to increased expenses related to the preparation for the launch of REZUROCK, as well as employee stock compensation.

Total other income (expense)

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



                                               Three Months Ended      Six Months Ended
                                                    June 30,               June 30,
                                                2021        2020       2021        2020
                                                  (unaudited)             (unaudited)
                                                 (in thousands)         (in thousands)
Interest income                              $    1,120  $      128  $   1,720  $      594
Interest expense                                (2,497)         (5)    (3,726)         (5)

Unrealized gain (loss) on equity securities 747 (15,702) 251 (29,505) Realized gain on equity securities

                    -      15,510          -      15,510
Gain on extinguishment of obligation              3,091           -      3,091           -
Other expense                                     (811)       (163)      (662)         (6)
Total other income (expense)                 $    1,650  $    (232)  $     674  $ (13,412)

The increase in other income for the three and six months ended June 30, 2021 as compared to the three and six months ended June 30, 2020 was primarily attributable to the fluctuations in our ownership of MeiraGTx ordinary shares and PPP loan forgiveness in June 2021 of approximately $3.1 million, offset by the increase in interest expense related to our convertible notes issued in February 2021.



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Deemed dividend on convertible preferred stock

We have 28,708 shares of 5% convertible preferred stock outstanding at June 30, 2021, which accrue dividends at a rate of 5% and convert into shares of our common stock at a 20% discount to the initial public offering price per share of common stock in our IPO of $12.00 per share, or $9.60 per share. The stated liquidation preference amount on the 5% convertible preferred stock totaled $36.5 million at June 30, 2021.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception through June 30, 2021, we have raised net proceeds from the issuance of equity and debt. We maintained cash, cash equivalents and marketable debt securities of $270.5 million at June 30, 2021. We expect that our cash, cash equivalents and marketable debt securities as of June 30, 2021 will enable us to fund our operating expenses and capital expenditure requirements into 2023, based on our current business plan.

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



                                                            Six Months Ended
                                                                June 30,
                                                           2021           2020
                                                               (unaudited)
                                                             (in thousands)
Net cash (used in) provided by:
Operating activities                                   $   (52,568)   $   (37,514)
Investing activities                                      (161,039)         15,350
Financing activities                                        201,065         52,371
Net (decrease) increase in cash, cash equivalents and
restricted cash                                        $   (12,542)   $     30,207


Operating Activities

The net cash used in operating activities was $52.6 million for the six months ended June 30, 2021, and consisted primarily of a net loss of $(58.7) million adjusted for $7.9 million in net non-cash items, primarily including share-based compensation expense of $7.6 million and depreciation and amortization of fixed assets and noncash operating lease cost of $2.4 million, as well as a net decrease in operating assets and liabilities of $1.6 million. Once adjusted for the non-cash items above, the cash used in operating activities for the six months ended June 30, 2021 was primarily driven by selling, general and administrative expenses of $18.4 million and research and development expense of $31.8 million related to the advancement of our clinical product candidates.

The net cash used in operating activities was $37.5 million for the six months ended June 30, 2020, and consisted primarily of a net loss of $(56.4) million adjusted for $22.3 million in net non-cash items, including unrealized loss on equity securities of $14.0 million, offset by the depreciation and amortization of fixed assets and noncash operating lease cost of $2.6 million, write-down of inventory of $0.9 million, change in fair value of warrant liabilities of $0.1 million and share-based compensation expense of $4.7 million, as well as a net decrease in operating assets and liabilities of $3.2 million. Once adjusted for the non-cash items above, the cash used in operating activities for the six months ended June 30, 2020 was primarily driven by selling, general and administrative expenses of $13.6 million and research and development expense of $27.9 million related to the advancement of our clinical product candidates.

Investing Activities

Net cash used in investing activities was $161.0 million for the six months ended June 30, 2021, consisting primarily of net purchases of investment debt securities of $160.8 million.

Net cash provided by investing activities was $15.4 million for the six months ended June 30, 2020, consisting of proceeds from the sale of a portion of our investment in MeiraGTx of $15.5 million.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2021 was $201.1 million, consisting primarily of net proceeds from the issuance of our convertible notes of $232.4 million in Februrary 2021, offset by the payments for capped call transactions in connection with the convertible notes of $33.0 million. For more information, please refer to Note 5 of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Net cash provided by financing activities for the six months ended June 30, 2020 was $52.4 million, consisting primarily of net proceeds from the issuance of common stock in our ATM Offering of $48.4 million.



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Future Funding Requirements

Our operations have principally been funded through the issuance of equity and debt securities. As our commercialization activities and our planned research and development programs continue to advance, we expect our costs will increase. Furthermore, given the uncertain economic conditions caused by the COVID-19 pandemic, we will continue to monitor the nature and extent of the impact of the COVID-19 pandemic on our liquidity and capital resources. As a result, our management will retain broad discretion over the allocation of our existing cash, cash equivalents and marketable debt securities.

The expected use of our cash, cash equivalents and marketable debt securities at June 30, 2021 represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. Additional funding, whether through additional sales of equity or debt securities, collaborative or other arrangements with corporate partners or from other sources, may not be available when needed or on terms acceptable to us. Insufficient funds may require us to delay, scale back or eliminate certain of our research and development programs.

Our future working capital requirements, including the need for additional working capital, will be largely determined by the advancement of our portfolio of product candidates and commercialization of REZUROCK. More specifically, our working capital requirements will be dependent on:

?the timing, magnitude and scope of commercial spending and our development programs;

?regulatory approval of our product candidates;

?the costs of obtaining patent protection for our product candidates;

?the timing and terms of business development activities;

?the rate of technological advances relevant to our operations;

?the efficiency of manufacturing processes developed on our behalf by third parties; and

?the level of required administrative support for our daily operations.

Contractual Obligations and Commitments

There have been no material changes in our contractual obligations and commitments during the six months ended June 30, 2021 from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 4, 2021.

Off-balance Sheet Arrangements

During the periods presented we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules. We may be obligated in future periods to make contingent payments, which would become due and payable only upon the achievement of certain research and development, regulatory and approval milestones (see Note 12 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

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