kprx-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2024


o			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.)

332 Encinitas Blvd.

Suite 102

Encinitas, CA 92024

(Address of Principal Executive Offices, including zip code)

(858) 224-9600

(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. x Yes o 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). x Yes o 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

o Yes x No

On August 7, 2024, there were 2,970,545 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 June 30, 2024

INDEX


		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	4

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) for the Three and Six Months Ended June 30, 2024 and 2023	5

	Condensed Consolidated Statement s of Stockholders’ Equity (unaudited) for the Three and Six Months Ended June 30, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2024 and 2023	10

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	35

SIGNATURES		36

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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,” “expect,” “plan,” “anticipate,” “believe,” “goal,” "foreseeable," “see,” “estimate,” “project,” “intends,” “think,” “potential,” “objective,” “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

•our ability to assess the probability of achievement of milestones and other advances in our product candidates.

We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 18 of our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, or the SEC, on March 25, 2024, or the Annual Report. You should carefully review all these factors, as well as other risks described in

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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


	June 30, 2024 (unaudited)		December 31, 2023
ASSETS
Current Assets:
Cash and Cash Equivalents	$	6,575,394	$	2,454,684
Short-Term Investments	21,242,671		—
Prepaid Expenses and Other Current Assets	339,646		233,382
Collaboration Receivables	1,341,297		—
Tax and Other Receivables	2,331,797		2,049,965
Total Current Assets	31,830,805		4,738,031
Non-Current Assets:
Property and Equipment, Net	63,487		8,065
Restricted Cash	4,179		4,267
Intangible Assets and In-Process R&D, Net	8,801,350		8,813,850
Operating Lease Assets with Right-of-Use	82,322		106,890
Other Assets	32,122		40,767
Total Assets	$	40,814,265	$	13,711,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	268,638	$	206,260
Accrued Expenses	1,345,192		1,380,666
Operating Lease Liabilities	42,126		47,069
Total Current Liabilities	1,655,956		1,633,995
Non-Current Liabilities:
Contingent Consideration	5,236,999		5,128,959
Deferred Tax Liability	779,440		779,440
Operating Lease Liabilities	40,197		59,822
Total Non-Current Liabilities	6,056,636		5,968,221
Total Liabilities	7,712,592		7,602,216
Commitments and Contingencies (Note 8)
Stockholders’ Equity:
Preferred Stock, $0.01 Par Value: 10,000,000 shares authorized; 3,750 designated Series A, 0 shares issued and outstanding; 10,000 designated Series B, 0 shares issued and outstanding; 10,000 shares designated Series C, 0 shares issued and outstanding; 20,000 shares designated Series D, 7 shares issued and outstanding; 1,280 shares designated Series E, 0 shares issued and outstanding; 3,908 shares designated Series F, 420 issued and outstanding at June 30, 2024 and December 31, 2023, respectively	4		4
Common Stock, $0.01 Par Value: 150,000,000 and 50,000,000 shares authorized; 2,970,545 and 856,182 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	267,373		77,078
Additional Paid-In Capital	168,825,325		153,192,228
Accumulated Deficit	(135,745,294)		(146,976,855)
Accumulated Other Comprehensive Loss	(245,735)		(182,801)
Total Stockholders’ Equity	33,101,673		6,109,654
Total Liabilities and Stockholders’ Equity	$	40,814,265	$	13,711,870

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended June 30,				Six Months Ended, June 30,
	2024		2023		2024		2023
Revenue:
Collaboration Revenue	$	—	$	—	$	16,000,000	$	—
Grant Revenue	20,000		—		20,000		—
Total Revenue	20,000		—		16,020,000		—
Operating Expenses:
General and Administrative	1,537,973		1,097,294		2,834,414		2,366,752
Research and Development	906,680		1,392,099		2,400,339		1,830,382

Change in Fair Value of Contingent Consideration	120,234		143,619		108,040		352,545
Total Operating Expenses	2,564,887		2,633,012		5,342,793		4,549,679
Operating Income (Loss)	(2,544,887)		(2,633,012)		10,677,207		(4,549,679)
Other Income, Net:


Interest Income, Net	342,102		45,087		565,149		78,552
Other Income, Net	(18,861)		(25,888)		(10,795)		(11,222)
Total Other Income, Net	323,241		19,199		554,354		67,330
Net Income (Loss)	$	(2,221,646)	$	(2,613,813)	$	11,231,561	$	(4,482,349)
Net Income (Loss) per Common Share - Basic	$	(0.53)	$	(7.15)	$	3.19	$	(15.63)
Weighted Average Shares Outstanding - Basic	4,170,627		365,530		3,526,211		286,729
Net Income (Loss) per Common Share - Diluted	$	(0.53)	$	(7.15)	$	2.79	$	(15.63)
Weighted Average Shares Outstanding - Diluted	4,170,627		365,530		4,031,174		286,729

Other Comprehensive Income (Loss):
Net Income (Loss)	$	(2,221,646)	$	(2,613,813)	$	11,231,561	$	(4,482,349)
Unrealized Loss on Marketable Securities	(2,828)		—		(2,828)		—
Foreign Currency Translation Adjustments	21,467		(10,449)		(60,106)		(43,120)
Comprehensive Income (Loss)	$	(2,203,007)	$	(2,624,262)	$	11,168,627	$	(4,525,469)

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2024 and 2023

(unaudited)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2024	427	$	4	2,917,355	$	262,584	$	168,429,797	$	(133,523,648)	$	(264,374)	$	34,904,363

Stock-Based Compensation	—	—		—	—		149,795		—		—		149,795



Issuance of Common Stock from Warrant Exercises	—	—		53,213	4,789		245,733		—		—		250,522

Adjustments Due to the Rounding Impact from the Reverse Stock Split for Fractional Shares	—	—		(23)	—		—		—		—		—

Unrealized Loss in Marketable Securities	—	—		—	—		—		—		(2,828)		(2,828)

Foreign Currency Translation Adjustment	—	—		—	—		—		—		21,467		21,467

Net Loss	—	—		—	—		—		(2,221,646)		—		(2,221,646)

Balance at June 30, 2024	427	$	4	2,970,545	$	267,373	$	168,825,325	$	(135,745,294)	$	(245,735)	$	33,101,673

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

Three Months Ended June 30, 2024 and 2023

(unaudited)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at March 31, 2023	7	$	—	213,252	$	19,214	$	146,683,202	$	(136,331,495)	$	(215,412)	$	10,155,509

Stock-Based Compensation	—	—		—	—		171,795		—		—		171,795

Issuance of Common Stock from Public Offering, Net of Offering Costs of $729,038	3,908	39		244,181	21,976		5,573,947		—		—		5,595,962

Issuance of Common Stock from ELOC Purchases	—	—		11,667	1,050		342,300		—		—		343,350

Conversion of Series F Preferred Stock into Common Stock	(2,958)	(29)		298,758	26,889		(26,859)		—		—		—



Foreign Currency Translation Adjustment	—	—		—	—		—		—		(10,449)		(10,449)

Net Loss	—	—		—	—		—		(2,613,813)		—		(2,613,813)

Balance at June 30, 2023	957	$	10	767,858	$	69,129	$	152,744,385	$	(138,945,308)	$	(225,861)	$	13,642,355

See Accompanying Notes to Condensed Consolidated Financial Statements.

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KIORA PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2024 and 2023

(unaudited)


	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	427	$	4	856,182	$	77,078	$	153,192,228	$	(146,976,855)	$	(182,801)	$

SEC Form 10-Q filed by Kiora Pharmaceuticals Inc.