POINT Biopharma Global Inc.
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity
(In U.S. dollars, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| POINT Biopharma Inc. common shares | | | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Total Equity |
| Number | | Amount | | | Number | | Amount | | | |
| # | | $ | | | # | | $ | | $ | | $ | | $ |
Balance at December 31, 2021 | — | | | — | | | | 90,121,794 | | | 9,012 | | | 314,488,782 | | | (59,284,708) | | | 255,213,086 | |
Issuance of shares of Common Stock in connection with stock option exercises | — | | | — | | | | 678 | | | — | | | 942 | | | — | | | 942 | |
Stock-based compensation | — | | | — | | | | — | | | — | | | 440,450 | | | — | | | 440,450 | |
Net loss | — | | | — | | | | — | | | — | | | — | | | (16,380,574) | | | (16,380,574) | |
Balance at March 31, 2022 | — | | | — | | | | 90,122,472 | | | 9,012 | | | 314,930,174 | | | (75,665,282) | | | 239,273,904 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| POINT Biopharma Inc. common shares | | | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Total Equity |
| Number | | Amount | | | Number | | Amount | | | |
| # | | $ | | | # | | $ | | $ | | $ | | $ |
Balance at December 31, 2020 (as previously reported) | 15,233,884 | | | 15,234 | | | | — | | | — | | | 26,847,271 | | | (13,382,227) | | | 13,480,278 | |
Retroactive application of the recapitalization due to the Business Combination (refer to Note 3) | (15,233,884) | | | (15,234) | | | | 54,647,656 | | | 5,465 | | | 9,769 | | | — | | | — | |
Balance at December 31, 2020, effect of the Business Combination (refer to Note 3) | — | | | — | | | | 54,647,656 | | | 5,465 | | | 26,857,040 | | | (13,382,227) | | | 13,480,278 | |
Issuance of shares of Common Stock in connection with exercise of warrants | — | | | — | | | | 2,869,799 | | | 287 | | | 19,999,713 | | | — | | | 20,000,000 | |
Issuance of shares of Common Stock in connection with stock option exercises | — | | | — | | | | 64,570 | | | 6 | | | 449,994 | | | — | | | 450,000 | |
Stock-based compensation | — | | | — | | | | — | | | — | | | 477,245 | | | — | | | 477,245 | |
Net loss | — | | | — | | | | — | | | — | | | — | | | (5,784,421) | | | (5,784,421) | |
Balance at March 31, 2021, effect of the Business Combination (refer to Note 3) | — | | | — | | | | 57,582,025 | | | 5,758 | | | 47,783,992 | | | (19,166,648) | | | 28,623,102 | |
See accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
POINT Biopharma Global Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(In U.S. dollars)
| | | | | | | | | | | |
| For the three months ended |
| March 31, 2022 | | March 31, 2021 |
| $ | | $ |
Cash flows from operating activities | | | |
Net loss: | (16,380,574) | | | (5,784,421) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Depreciation on property, plant and equipment | 224,234 | | | — | |
Stock-based compensation expense | 440,450 | | | 477,245 | |
Amortization of debt issuance costs | — | | | 2,799 | |
Changes in operating assets and liabilities | | | |
Prepaid expenses and other current assets | (197,829) | | | (2,704,890) | |
Deferred financing costs | — | | | (1,553,499) | |
Accounts payable | 3,920,227 | | | (2,914,505) | |
Accrued liabilities | 1,407,823 | | | 1,469,950 | |
Income taxes payable | 77,925 | | | 40,425 | |
Amount due to related party within accrued liabilities | 17,140 | | | — | |
Net cash used in operating activities | (10,490,604) | | | (10,966,896) | |
| | | |
Cash flows from investing activities | | | |
Purchase of property, plant and equipment | (940,931) | | | (186,801) | |
Net cash used in investing activities | (940,931) | | | (186,801) | |
| | | |
Cash flows from financing activities | | | |
Issuance of shares of Common Stock in connection with exercise of warrants | — | | | 20,000,000 | |
Issuance of shares of Common Stock in connection with stock option exercises | 942 | | | 450,000 | |
Net cash provided by financing activities | 942 | | | 20,450,000 | |
| | | |
Net (decrease) increase in cash and cash equivalents | (11,430,593) | | | 9,296,303 | |
Cash and cash equivalents, beginning of period | 238,815,991 | | | 10,546,749 | |
Cash and cash equivalents, end of period | 227,385,398 | | | 19,843,052 | |
| | | |
Supplemental disclosure of cash flow information: | | | |
Cash paid for income taxes | (116) | | | — | |
Cash paid for interest on mortgage payable | — | | | (29,143) | |
Non-cash investment activities: | | | |
Purchase of property, plant and equipment recorded in accounts payable and accrued liabilities | 1,052,186 | | | 2,713,921 | |
See accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements
1. Nature of business
Formation and organization
POINT Biopharma Global Inc., together with its consolidated subsidiaries (the “Company”), is a globally focused radiopharmaceutical company building a platform for the clinical development and commercialization of radioligands that fight cancer. On September 18, 2019, POINT Theranostics Inc. was incorporated under the General Corporation Law of the State of Delaware (the "DGCL") and amended its name to “POINT Biopharma Inc.” on November 22, 2019. On June 30, 2021, following the Business Combination (as defined in Note 3 below), POINT Biopharma Inc. became a wholly-owned subsidiary of POINT Biopharma Global Inc. Under the terms of the Business Combination Agreement (as defined in Note 3 below), stockholders of POINT Biopharma Inc. received approximately 3.59 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) in exchange for each common share of POINT Biopharma Inc. Also in connection with the closing of the Business Combination, RACA (as defined in Note 3 below) consummated the sale of an aggregate of 16,500,000 shares of Class A common stock, par value $0.0001 per share, of RACA (“Class A Common Stock”) in a private placement at a price of $10.00 per share, for aggregate gross proceeds of $165,000,000 (“PIPE Financing”). In accordance with the terms of the Business Combination Agreement, upon the closing of the Business Combination, each share of Class A Common Stock and each share of Class B common stock, par value $0.0001 per share, of RACA (“Class B Common Stock”) was converted into one share of Common Stock of the Company. For additional information on the Business Combination, please see Note 3.
The Company was founded on a mission to make radioligand therapy applicable to more cancers and available to more people, thereby improving the lives of cancer patients and their families everywhere.
The Company has four wholly-owned subsidiaries, POINT Biopharma Inc., POINT Biopharma USA Inc. and West 78th Street, LLC, each located in the USA, and POINT Biopharma Corp., located in Canada. The Company’s headquarters is located at 4850 West 78th Street, Indianapolis, Indiana, 46268.
2. Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270, Interim Reporting and include the accounts of the Company and its wholly-owned subsidiaries, POINT Biopharma Inc., POINT Biopharma Corp., POINT Biopharma USA, Inc. and West 78th Street, LLC, for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Except as described below, the accounting policies and methods of computation applied in the unaudited interim condensed consolidated financial statements and related notes contained therein are consistent with those applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2021 contained in our 2021 Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 25, 2022 (the “2021 Financial Statements”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2021 Financial Statements.
These unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with the provisions of ASC Topic 205-40, Presentation of Financial Statements—Going Concern on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities an commitments in the normal course of business.
Impact of Covid-19 and other geopolitical events
The COVID-19 coronavirus ("COVID-19") pandemic, which was declared by the World Health Organization as a pandemic in March 2020 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak through quarantines, travel restrictions, heightened border security and other measures. The impact of this pandemic has been, and will likely continue to be, extensive in many aspects of society, which has resulted, and will likely continue to result, in significant disruptions to the global economy as well as businesses and capital markets around the world. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain.
In response to public health directives and orders and to help minimize the risk of the virus to employees, the Company has taken precautionary measures, including implementing work-from-home policies, mandatory vaccination, masking and weekly testing for certain employees. The impact of the virus, including work-from-home policies, may negatively impact productivity, disrupt the Company’s business, and delay its preclinical research and clinical trial activities and its development program timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on the Company’s ability to conduct its business in the ordinary course. Specifically, the Company may not be able to enroll additional patient cohorts on its planned timeline due to disruptions at its clinical trial sites. Other impacts to the Company’s business may include temporary closures of its suppliers and disruptions or restrictions on its employees’ ability to travel. Any prolonged material disruption to the Company’s employees or suppliers could adversely impact the Company’s preclinical research and clinical trial activities, financial condition and results of operations, including its ability to obtain financing.
Additionally, financial markets may be adversely affected by the current or anticipated impact of military conflict, including escalating military fighting between Russia and Ukraine, terrorism or other geopolitical events. The U.S. and other nations in response to the Russo-Ukrainian conflict have announced economic sanctions which may have an adverse effect on the global financial markets, which, in turn, could have an adverse effect on our business, financial condition and results of operations. The Company's SPLASH trial has vendor staff in Ukraine, and any political instability in the region may disrupt resourcing assigned to the trial and negatively impact our business.
The Company is monitoring the continuing impact of the COVID-19 pandemic and the potential impact of the Russo-Ukrainian conflict on its business and consolidated financial statements. To date, the Company has not experienced any material business disruptions or incurred any impairment losses in the carrying values of its assets as a result of these events and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these unaudited interim condensed consolidated financial statements.
Risks and uncertainties
The Company has incurred significant net losses since inception and, prior to the Business Combination, has funded operations through equity financings. Operating losses and negative cash flows are expected to continue for the foreseeable future. As losses continue to be incurred, the Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, successful discovery and development of its product candidates, regulatory approval of its product candidates, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, protection of proprietary technology, compliance with governmental regulations, the impact of macroeconomic disruptions, such as those arising from the COVID-19 coronavirus and the Russo-Ukrainian conflict, the ability to secure additional capital to fund operations and commercial success of its product candidates. Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
Use of estimates
The preparation of the unaudited interim condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and the reported amounts of expenses for the periods presented. Significant estimates and assumptions reflected in these unaudited interim condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuations of stock options and warrants. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.
Recently adopted accounting standards
Debt with Conversion and Other Options
The FASB has issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments, such as convertible debt or convertible preferred stock, by eliminating two potential methods in accounting for the embedded conversion feature. The standard also removes certain conditions previously used to evaluate whether a freestanding financial instrument, or certain types of embedded features, are considered to be settled in the issuer’s own equity. Finally, ASU 2020-06 requires that an entity use the if-converted method in calculating the effects of convertible instruments on diluted earnings per share, with one limited exception. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2023. The Company early adopted the provisions of ASU 2020-06 on January 1, 2022 and there was no material impact to its interim condensed consolidated financial statements.
Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options
The FASB has issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 provides guidance that an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. The standard also provides guidance on how an entity should measure and recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified. The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2021. The Company adopted the provisions of ASU 2021-04 on January 1, 2022 and there was no material impact to its interim condensed consolidated financial statements.
3. Business Combination
On March 15, 2021, POINT Biopharma Inc. entered into a definitive business combination agreement (the “Business Combination Agreement”) with Therapeutics Acquisition Corp. (NASDAQ:RACA), d/b/a Research Alliance Corp. I (“RACA”), a special purpose acquisition company sponsored by RA Capital Management L.P., that was created for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On June 30, 2021, (the “Closing Date”), Bodhi Merger Sub, Inc., a wholly-owned subsidiary of RACA, merged with and into POINT Biopharma Inc. (the “Business Combination”), with POINT Biopharma Inc. as the surviving company in the Business Combination and, after giving effect to such Business Combination, POINT Biopharma Inc. became a wholly-owned subsidiary of RACA. RACA was then renamed “POINT Biopharma Global Inc.”
In accordance with the terms of the Business Combination Agreement, upon the closing of the Business Combination:
(i)each share and vested equity award of POINT Biopharma Inc. outstanding as of immediately prior to the Closing Date was converted into shares of Common Stock of the Company or comparable vested equity awards that are exercisable for shares of Common Stock of the Company, based on an implied vested equity value of $585,000,000 (which is equal to a conversion ratio of approximately 3.59-for-1); and
(ii)all unvested equity awards of POINT Biopharma Inc. were converted into comparable equity awards that are exercisable for shares of Common Stock of the Company, determined based on the same conversion ratio at which the vested equity awards are converted into shares of Common Stock of the Company; and
(iii)each share of RACA Class A Common Stock and each share of RACA Class B Common Stock that was issued and outstanding immediately prior to the Closing Date became one share of Common Stock of the Company.
In connection with the Business Combination, the Company consummated the PIPE Financing, pursuant to which it received $165.0 million in exchange for 16,500,000 shares of Common Stock of the Company.
After giving effect to the Business Combination, there were 90,121,794 shares of Common Stock issued and outstanding.
We accounted for the Business Combination as a reverse recapitalization, in accordance with U.S. GAAP. POINT Biopharma Inc. is treated as the accounting acquirer (legal acquiree), while RACA is the accounting acquiree (legal acquirer) for financial reporting purposes. This determination is primarily based on the fact that the former POINT Biopharma Inc. stockholders retained a majority of the voting power of the Company and comprise a majority of the governing body of the Company, and the former POINT Biopharma Inc. senior management comprise substantially all of the senior management of the Company. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of POINT Biopharma Inc. issuing shares for the net assets of RACA, accompanied by a recapitalization. The net assets of RACA are stated at historical costs. No goodwill or other intangible assets is recorded.
In connection with the Business Combination, the Company incurred underwriting fees and other costs considered to be direct or incremental to the proceeds raised in connection with the Business Combination and PIPE Financing totaling approximately $21.9 million, consisting of costs incurred by RACA prior to the completion of the Business Combination as well as investment banker, legal, audit, tax, accounting and listing fees. These amounts are reflected within additional paid-in capital in the interim condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021.
Summary of net proceeds
The following table summarizes the elements of the net proceeds from the Business Combination:
| | | | | |
| Recapitalization |
Cash - RACA Trust and cash (net of redemptions) | 121,770,367 | |
Cash - PIPE Financing | 165,000,000 | |
Less: Underwriting fees, costs incurred by RACA and other direct and incremental costs | (21,887,685) | |
Net proceeds from the Business Combination, net of costs incurred by RACA and direct and incremental costs paid per the statement of cash flows | 264,882,682 | |
The net proceeds noted above exclude approximately $4.7 million in transaction costs that were not considered direct and incremental to the raising of capital. These costs consist of corporate expenses in the normal course of business comprised of accounting, consulting, insurance and board retainer fees. These costs were recorded as incurred in accordance with the nature of the services received.
Summary of shares of Common Stock issued
The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:
| | | | | |
| Number of Shares |
RACA Class A and Class B shares outstanding prior to the Business Combination | 16,039,769 | |
Class A shares issued pursuant to the PIPE Financing | 16,500,000 | |
Business Combination and PIPE Financing shares as converted into Common Stock | 32,539,769 | |
Conversion of POINT Biopharma Inc. common shares into Common Stock | 57,582,025 | |
Total shares of POINT Biopharma Global Inc. Common Stock outstanding immediately following the Business Combination | 90,121,794 | |
4. Cash and cash equivalents
As at March 31, 2022, the Company’s cash and cash equivalents balance was $227.4 million (December 31, 2021 — $238.8 million). The Company’s cash and cash equivalents balance represents cash deposited with financial institutions and an investment in a money market fund held with a financial institution.
5. Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following:
| | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
| $ | | $ |
Insurance | 1,301,003 | | | 2,175,379 | |
Clinical trial expenses | 2,059,566 | | | 1,973,609 | |
Deposit on production equipment | 1,505,890 | | | 703,461 | |
Canadian harmonized sales tax receivable | 90,026 | | | 72,666 | |
Other | 271,909 | | | 105,450 | |
Total | 5,228,394 | | | 5,030,565 | |
6. Property, plant and equipment, net
Property, plant and equipment, net consisted of the following:
| | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
| $ | | $ |
Land and building | 16,745,615 | | | — | |
Property in development | — | | | 16,561,032 | |
Machinery and equipment | 3,096,412 | | | 2,132,768 | |
Furniture and fixtures | 600,781 | | | 590,545 | |
Computer equipment | 149,891 | | | 127,741 | |
| 20,592,699 | | | 19,412,086 | |
Less: Accumulated depreciation | (224,234) | | | — | |
Property, plant and equipment, net | 20,368,465 | | | 19,412,086 | |
On July 2020, the Company purchased land and a building in Indianapolis, Indiana (which has been expanded to approximately 81,000 square feet) for the purpose of retrofitting the existing building into a state-of-the-art, Good Manufacturing Practices ("GMP") compliant facility that will support the Company’s drug manufacturing operations. The purchase of the property was financed by a mortgage that was repaid on July 29, 2021 (see Note 8).
The Company commenced the manufacture of clinical supply in the Indianapolis manufacturing facility in January 2022. The Company has determined this to be the date upon which its property, plant and equipment was available for its intended use. Property, plant and equipment that have finite lives are recorded at cost less accumulated depreciation and impairment losses. Depreciation is expensed from the month the particular asset is available for its intended use, using the straight-line method over the estimated useful life of such asset at the following rates, which in each case are intended to reduce the carrying value of the asset to the estimated residual value:
| | | | | |
Asset Category | Estimated Useful Life |
Computer equipment | 5 years |
Machinery and equipment | 7 years |
Furniture and fixtures | 7 years |
Building | 20 years |
7. Accrued expenses
Accrued liabilities consisted of the following:
| | | | | | | | | | | |
| As of March 31, 2022 | | As of December 31, 2021 |
| $ | | $ |
Accrued personnel costs | 4,789,580 | | | 3,440,558 | |
Accrued research and development costs | 1,302,147 | | | 1,142,056 | |
Accrued corporate legal fees and other professional services | 531,480 | | | 654,945 | |
Accrued costs for purchases of property, plant and equipment | 423,170 | | | 648,196 | |
Other accrued costs | 147,759 | | | 104,761 | |
Total | 7,194,136 | | | 5,990,516 | |
8. Mortgage payable
On July 10, 2020, the Company obtained a mortgage loan in the amount of $3,562,500 (the “Mortgage”) for the purpose of purchasing its manufacturing facility and related land located in Indianapolis, Indiana (the “Property”) (see Note 6). The Mortgage was collateralized by a first charge over the Property. As part of the financing the Company incurred $17,194 of costs and fees from the lender that were capitalized and recorded as finance costs over the life of the Mortgage. On July 29, 2021, the Mortgage on the manufacturing facility in Indianapolis, Indiana was repaid and the related mortgage on the Company's facility in Indianapolis, Indiana was released.
Prior to its repayment, the Mortgage bore interest at 2.85% plus a minimum rate of 1-month LIBOR, subject to a LIBOR floor of 0.25%. The Mortgage required quarterly interest payments, which commenced on October 1, 2020, with the principal amount originally due at maturity on January 10, 2022.
For the three months ended March 31, 2021, the Company recorded $26,689 of interest costs which were capitalized within property, in development, and recorded amortization of debt issuance costs of $2,799 through finance costs.
9. Stockholders’ equity
The Company is authorized to issue 430,000,000 shares of Common Stock, with a par value of $0.0001 per share, as well as 20,000,000 of shares of preferred stock, with a par value of $0.0001 per share (“Preferred Stock”). The figures below are presented giving effect to a retroactive application of the Business Combination which resulted in a conversion of the previous POINT Biopharma Inc. common shares to shares of Common Stock of the Company at a conversion ratio of approximately 3.59:1. The par value of previous POINT Biopharma Inc. common shares was $0.001. See Note 3 for additional details.
During the three months ended March 31, 2022, there were 678 shares of Common Stock issued in connection with the exercise of stock options issued to a non-employee consultant, resulting in total cash proceeds of $942. During the three months ended March 31, 2021, the Company (a) issued 800,000 shares of common stock of POINT Biopharma Inc. (exchanged for 2,869,799 shares of Common Stock) in connection with the exercise of warrants and 18,000 shares of common stock of POINT Biopharma Inc. (exchanged for 64,570 shares of Common Stock) in connection with the exercise of stock options issued to a non-employee consultant, resulting in total cash proceeds of $20,450,000.
As of March 31, 2022, the number of total issued and outstanding shares of Common Stock is 90,122,472 (December 31, 2021 – 90,121,794). As of March 31, 2022, there were no issued and outstanding shares of Preferred Stock (December 31, 2021 — nil).
Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, if any, as may be declared by the Company’s board of directors. During the three months ended March 31, 2022, no cash dividends were declared or paid by the Company (March 31, 2021 — $nil).
The Company’s board of directors has the authority to issue shares of Preferred Stock from time to time on terms it may determine, to divide shares of Preferred Stock into one or more series and to fix the designations, preferences, privileges, and restrictions of Preferred Stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. During the three months ended March 31, 2022, no shares of Preferred Stock were issued by the Company (March 31, 2021 — nil).
10. Stock-based compensation
In March 2020, the board of directors of POINT Biopharma Inc. approved the 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP provided for the granting of incentive and non-qualified stock options, stock appreciation rights, restricted stock units, performance awards and other stock-based awards to employees, directors, and consultants of POINT Biopharma Inc. Effective as of June 30, 2021, in connection with the Business Combination, the Company’s board of directors adopted the POINT Biopharma Global Inc. 2021 Equity Incentive Plan (the “2021 EIP”) to replace the 2020 EIP and allow the Company to grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants of the Company. Upon the closing of the Business Combination, the Company assumed the outstanding equity awards under the 2020 EIP and each outstanding option to acquire common shares of POINT Biopharma Inc. (whether vested or unvested) under the 2020 EIP was substituted with a substantially equivalent option to acquire shares of Common Stock of the Company based on the conversion ratio for the POINT Biopharma Inc. common shares in the Business Combination and remains outstanding under the 2020 EIP. No further grants may be made under the 2020 EIP. The 2021 EIP provides that the number of shares reserved and available for issuance under the 2021 EIP will automatically increase each January 1, beginning on January 1, 2022, by 4% of the number of outstanding shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the Company's board of directors. As of January 1, 2022, the number of shares of Common Stock available under the 2021 EIP increased by 3,604,871 for a total of 8,177,814 shares of Common Stock authorized for issuance under the 2021 EIP as of March 31, 2022.
The Company concluded that the replacement stock options issued in connection with the Business Combination did not require accounting for effects of the modification under the ASC 718 – Compensation – Stock Compensation (“ASC 718”) as it was concluded that (a) the fair value of the modified award is the same as the fair value of the original award
immediately before the original award was modified, (b) there are no changes to the vesting conditions of the award, and (c) there is no change to the classification of the award.
The Company recorded $285,311 to research and development expense and $155,139 to general and administrative expenses for stock-based compensation for the three months ended March 31, 2022 (March 31, 2021 — $400,157 to research and development expense and $77,088 to general and administrative expenses). The Company did not recognize a tax benefit related to stock-based compensation expense during the three months ended March 31, 2022, as the Company had net operating losses carryforwards and recorded a valuation allowance against the deferred tax asset.
The following table summarizes the activity relating to the Company’s stock options. The below stock option figures are presented giving effect to a retroactive application of the Business Combination which resulted in a replacement of the previous POINT Biopharma Inc. stock options with stock options of the Company, as described above, at a conversion ratio of approximately 3.59:1. In addition, the exercise price for each replacement stock option is also adjusted using the ratio of approximately 3.59:1. See Note 3 for additional details:
| | | | | | | | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price | | Weighted- Average Remaining Contractual Term (in years) |
Outstanding as of December 31, 2021 | 3,825,751 | | 4.78 | | |
Granted | 1,705,197 | | 8.02 | | |
Exercised | (678) | | 1.39 | | |
Forfeited | (7,200) | | 7.03 | | |
Outstanding as of March 31, 2022 | 5,523,070 | | 5.77 | | 5.30 |
Vested and expected to vest as of March 31, 2022 | 5,523,070 | | 5.77 | | 5.30 |
Options exercisable as of March 31, 2022 | 1,452,389 | | 3.64 | | 5.20 |
During the three months ended March 31, 2022, 1,705,197 stock options were granted to employees of the Company, with a weighted average grant date fair value of $4.58. The vesting terms of these options are such that 25% of the options vest on the one-year anniversary of the date of grant and the remaining 75% of such stock options vest ratably over the remaining three years.
During the three months ended March 31, 2021, 358,724 stock options granted to a non-employee consultant of the Company, with a weighted average grant date fair value of $3.89. The vesting terms of the grant to the non-employee consultant were such that 25% of the options vested immediately upon grant, 10% of the options were initially to vest in a year following the grant and the remaining options were initially to vest based on certain performance milestones. Upon completion of the Business Combination, the remaining 269,043 unvested stock options immediately vested and all remaining unrecognized stock-based compensation expense associated with these stock options was recorded.
The following table presents the assumptions used in the Black-Scholes-Merton option-pricing model to determine the grant date fair value of stock options granted:
| | | | | | | | | | | |
| Three months ended March 31, 2022 | | Three months ended March 31, 2021 |
Risk-free interest rate | 1.24% - 2.51% | | 0.72% |
Expected term (in years) | 4.25 | | 5.37 |
Expected volatility | 72% - 73% | | 65% |
Expected dividend yield | —% | | —% |
During the three months ended March 31, 2022, a non-employee consultant of the Company exercised 678 stock options with an intrinsic value of $3,210, resulting in the issuance of 678 shares of Common Stock for cash proceeds of $942.
As of March 31, 2022, the unrecognized stock-based compensation expense related to unvested stock options, was $13,039,680 and the estimated weighted average remaining vesting period was 2.8 years.
11. Commitments and contingencies
Indianapolis facility commitments
During the three months ended March 31, 2022, the Company entered into agreements for the continuing expansion of the manufacturing capabilities of the Indianapolis facility. As of March 31, 2022, the Company is committed to future payments of approximately $2.7 million in connection with these agreements. During the three months ended March 31, 2022, approximately $0.6 million has been recorded within property, plant and equipment in connection with these agreements (three months ended March 31, 2021 – $nil ).
Clinical trial and commercial commitments
The Company in the normal course of business enters into various services and supply agreements in connection with its clinical trials to ensure the supply of certain product and product lines during the Company’s clinical phase. These agreements often have minimal purchase commitments and generally terminate upon the termination of the clinical trial. Minimum purchase commitments under these agreements include individual commitments up to $2.5 million. Aggregate remaining minimum commitments amount to approximately $6.6 million with payments ranging from three to eight years or upon completion of the clinical trial, if earlier. The Company recorded research and development expenses in connection with its supply agreements of approximately $1.7 million during the three months ended March 31, 2022 (three months ended March 31, 2021 - $0.5 million).
The Company also has a supply agreement with a third party to purchase certain products for use in the Company’s full scale production process. The Company is committed to purchase a minimum quantity of product in the amount of approximately $50.2 million ($62.9 million CAD) over the contract term. The purchase commitments are contingent upon the completion of certain milestones by the third-party supplier. The Company recorded $nil in connection with this agreement during the three months ended March 31, 2022 (three months ended March 31, 2021 - $nil).
The Company also has an agreement with a third party to provide certain services in connection with the Company’s SPLASH clinical phase study. The agreement expires on the date of the completion or termination of the clinical trial. The remaining minimum purchase commitment under this agreement is approximately $43.5 million with payments that range from one to six years. The Company recorded research and development expenses in connection with this agreement of approximately $3.1 million during the three months ended March 31, 2022 (three months ended March 31, 2021 – $1.3 million).
License agreements
The Company in the normal course of business enters into license and sublicense agreements in connection with its clinical trials and product development. For additional details of the Company’s license agreements, see Note 13 in the 2021 Financial Statements.
The Company recorded research and development expenses in connection to its license agreements of approximately $0.8 million during the three months ended March 31, 2022 (three months ended March 31, 2021 – $0.5 million). See Note 15 for a discussion of amendments to certain license agreements that were entered into subsequent to March 31, 2022.
12. Net loss per share
Basic loss earnings per share is computed by dividing the loss available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted loss per share is computed by dividing loss available to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period increased to include the number of additional shares of Common Stock that would have been outstanding if the potentially dilutive securities had been issued, using the treasury stock method. The below figures are presented giving effect to a retroactive application of the Business Combination which resulted in a conversion of the previous POINT Biopharma Inc. common shares to shares of Common Stock of the Company at a conversion ratio of approximately 3.59:1. See Note 3.
| | | | | | | | | | | |
| Three months ended March 31, 2022 | | Three months ended March 31, 2021 |
Net loss attributable to common stockholders | $ | 16,380,574 | | | $ | 5,784,421 | |
Weighted-average common shares outstanding-basic and diluted | 90,122,269 | | | 56,673,734 | |
Net loss per share attributable to common stockholders-basic and diluted | $ | 0.18 | | | $ | 0.10 | |
The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-
average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.
13. Income Taxes
The Company has operations in both the United States and Canada, as such it is subject to tax in both countries. The income tax expense for the three months ended March 31, 2022 and March 31, 2021 was $88,116 and $40,425 respectively, each primarily in respect of current taxes in Canada. As of March 31, 2022, the Company had no uncertain tax positions (December 31, 2021 — $nil).
The Company files income tax returns in the U.S. federal, certain state, and Canada with varying statutes of limitations. The Company is not currently subject to tax examinations by any taxing jurisdiction. However, in the event of any such examination of its tax years 2020 and 2021, there may or may not be an impact on the Company’s net operating loss carryforwards and credits. The Company does not anticipate that any potential tax adjustments resulting from such examinations would have a significant impact on its financial position or results of operations.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses incurred in 2020 and 2021, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. The Company analyzed the provisions of the CARES Act and determined there was no impact to its income tax provision for the three months ended March 31, 2022 and 2021.
14. Related party transactions
The Company recognized expenses in connection with related party transactions in the unaudited condensed consolidated statements of operations as follows:
| | | | | | | | | | | |
| Three months ended March 31, 2022 | | Three months ended March 31, 2021 |
| $ | | $ |
Consulting fees on business activities to Board member | 66,696 | | | 29,986 | |
Reimbursement to Board member for occupancy costs | 17,778 | | | 17,235 | |
Total | 84,474 | | | 47,221 | |
Transactions with related parties are in the normal course of operations and have been measured at their agreed upon exchange amount.
During the three-month periods ended March 31, 2022 and 2021, the Company received consulting services for research and development from a Board member. As of March 31, 2022, $90,109 is recorded within accrued liabilities in relation to this consulting arrangement.
The Company currently has a lease arrangement in place with a Board member for the use of office space. The arrangement does not have a defined contractual lease term and is payable monthly. The Company has applied the short-term lease exemption under ASC Topic 842, Leases to this arrangement and is recording the lease payments of approximately $6,000 monthly as rent expense.
15. Subsequent events
License agreements
On May 6, 2022, POINT Biopharma Inc. entered into a fourth amendment (the “Fourth Amendment”) to that certain Exclusive Sublicense Agreement, dated April 2, 2020, between POINT Biopharma Inc. and Bach Biosciences, LLC, (“Bach Biosciences”). Pursuant to the Fourth Amendment, the Company and Bach Biosciences agreed to remove all regulatory and sales milestones which would have been payable from the Company to Bach Biosciences, as well as to reduce the royalty rate payable by Company to Bach Biosciences by fifty percent (one-half). In signing the Fourth Amendment, the Company agreed to pay a one-time amendment fee to Bach Biosciences of $2,000,000, and to extend the duration of the Company’s sponsored research relationship relating to the generation of new FAPi-targeting drugs with Bach Biosciences and Tufts Medical School by an additional two (2) years at the current sponsorship rate.
On May 6, 2022, POINT Biopharma Inc. entered into a first amendment (the “First Amendment”) to that second certain Exclusive Sublicense Agreement, dated December 31, 2020, between POINT Biopharma Inc. and Bach Biosciences. Pursuant to the First Amendment, the Company agreed to extend the duration of the Company’s sponsored research relationship by an additional one (1) year at the current sponsorship rate.
For additional details of the Company’s license agreements, see Note 13 in the 2021 Financial Statements.
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and notes thereto for the three months ended March 31, 2022 and 2021 (the “Q1 2022 Financial Statements”) appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto for the periods ended December 31, 2021 and 2020 (the “2021 Financial Statements”) contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 25, 2022 (the "2021 Form 10-K"). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”