UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2022


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

For the transition period from to

Commission File No. 001-36672

KIORA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		98-0443284
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

1371 East 2100 South

Suite 200

Salt Lake City, UT 84105

(Address of Principal Executive Offices, including zip code)

(781) 788-8869

(Registrant’s telephone number, including area code)

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, $0.01 par value		KPRX		The Nasdaq Capital 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit). ⌧ Yes ☐ No

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

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

At July 7, 2022, there were 13,067,426 shares of the registrant’s common stock outstanding.

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KIORA PHARMACEUTICALS, INC.

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QUARTERLY REPORT ON FORM 10-Q

For the Period Ended March 31, 2022

INDEX

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	4

	Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the Three Months Ended March 31, 2022 and 2021	5

	Condensed Consolidated Statement of Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2022 and 2021	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended 31, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	21

Item 4.	Controls and Procedures.	21

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	23

Item 1A.	Risk Factors.	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23

Item 3.	Defaults Upon Senior Securities.	23

Item 4.	Mine Safety Disclosures.	23

Item 5.	Other Information.	23

Item 6.	Exhibits.	23

SIGNATURES		24

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The forward-looking statements are principally, but not exclusively, contained in “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, and our plans, objectives, expectations, and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “goals,” “sees,” “estimates,” “projects,” “predicts,” “intends,” “think,” “potential,” “objectives,” “optimistic,” “strategy,” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

the timing and success of preclinical studies and clinical trials conducted by us and our development partners;

●

the ability to obtain and maintain regulatory approval of our product candidates, and the labeling for any approved products;

●

the scope, progress, expansion, and costs of developing and commercializing our product candidates;

●

the size and growth of the potential markets for our product candidates and the ability to serve those markets;

●

our expectations regarding our expenses and revenue, the sufficiency of our cash resources and needs for additional financing;

●

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

●

our expectations regarding competition;

●

our anticipated growth strategies;

●

our ability to attract or retain key personnel;

●

our ability to establish and maintain development partnerships;

●

our expectations regarding federal, state and foreign regulatory requirements;

●

regulatory developments in the U.S. and foreign countries;

●

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

●

the anticipated trends and challenges in our business and the market in which we operate; and

●

the impact of the evolving COVID-19 pandemic and the global response thereto.

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We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 23 of our Annual Report on Form 10-K/A, as filed with the Securities and Exchange Commission, or the SEC, on July 7, 2022, or the Annual Report. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences.

Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Kiora Pharmaceuticals, Inc. is referred to herein as “we,” “our,” “us,” and “the Company.”

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2022
	(unaudited)		December 31, 2021
ASSETS
Current Assets:
Cash and Cash Equivalents	$	5,067,354	$	7,854,690
Prepaid Expenses		930,345		606,520
Tax Receivables		552,237		529,560
Total Current Assets		6,549,936		8,990,770
Non-Current Assets:
Property and Equipment, Net		67,297		73,999
Restricted Cash		45,000		45,000
Intangible Assets and In-Process R&D, Net		10,761,914		10,768,164
Operating Lease Assets		158,309		209,411
Other Assets		53,820		42,964
Total Assets	$	17,636,276	$	20,130,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	302,263	$	160,621
Accrued Expenses		1,832,934		1,330,141
Operating Lease Liabilities		92,317		118,846
Contingent Consideration		293,947		—
Total Current Liabilities		2,521,461		1,609,608
Non-Current Liabilities:
Contingent Consideration, Non-Current		2,988,898		3,048,955
Deferred Tax Liability		802,131		802,131
Operating Lease Liabilities, Non-Current		65,992		90,566
Total Non-Current Liabilities		3,857,021		3,941,652
Total Liabilities		6,378,482		5,551,260
Commitments and Contingencies (Note 10)
Stockholders’ Equity:
Preferred Stock, $0.01 Par Value: 10,000,000 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 10,000 designated Series B, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 10,000 shares designated Series C, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021; 20,000 shares designated Series D, 7 shares issued and outstanding at March 31, 2022 and December 31, 2021		—		—
Common Stock, $0.01 Par Value: 50,000,000 shares authorized and 12,663,965 and shares issued and outstanding at March 31, 2022 and December 31, 2021		126,640		126,640
Additional Paid-In Capital		135,634,109		135,418,188
Accumulated Deficit		(124,444,363)		(120,879,349)
Accumulated Other Comprehensive Loss		(58,592)		(86,431)
Total Stockholders’ Equity		11,257,794		14,579,048
Total Liabilities and Stockholders’ Equity	$	17,636,276	$	20,130,308

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)


	Three Months Ended
	March 31,		March 31,
	2022		2021
Operating Expenses:
General and Administrative	$	1,664,791	$	1,300,143
Research and Development		707,928		1,280,242
Executive Severance		962,833		—
Change in Fair Value of Contingent Consideration		233,890		(570,203)
Total Operating Expenses		3,569,442		2,010,182
Operating Loss Before Other Income (Expense)		(3,569,442)		(2,010,182)
Other Expense, Net:
Gain on Disposal		4,211		—
Interest Income		217		250
Interest Expense		—		(686)
Total Other Expense, Net		4,428		(436)
Net Loss	$	(3,565,014)	$	(2,010,618)
Net Loss per Common Share - Basic and Diluted	$	(0.27)	$	(0.27)
Weighted Average Shares Outstanding - Basic and Diluted		13,058,629		7,357,899

Other Comprehensive Loss:
Net Loss	$	(3,565,014)	$	(2,010,618)
Foreign Currency Translation Adjustments		27,839		10,473
Comprehensive Loss	$	(3,571,175)	$	(2,000,145)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2022 and 2021

(unaudited)


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Loss		Deficit		Equity
Balance at December 31, 2021	7	$	—	12,663,965	$	126,640	$	135,418,188	$	(86,431)	$	(120,879,349)	$	14,579,048

Stock-Based Compensation	—		—	—		—		215,921		—		—		215,921

Foreign Currency Translation Adjustment	—		—	—		—		—		27,839		—		27,839

Net Loss	—		—	—		—		—		—		(3,565,014)		(3,565,014)

Balance at March 31, 2022	7	$	—	12,663,965	$	126,640	$	135,634,109	$	(58,592)	$	(124,444,363)	$	11,257,794


									Accumulated
							Additional		Other				Total
	Preferred Stock			Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Loss		Deficit		Equity
Balance at December 31, 2020	4,138	$	41	5,556,394	$	55,564	$	116,783,602	$	(802)	$	(107,108,664)	$	9,729,741

Stock-Based Compensation	—		—	—		—		216,945		—		—		216,945

Issuance of Common Stock from Warrants, Net	—		—	10,417		104		49,897

SEC Form 10-Q filed by Kiora Pharmaceuticals Inc.