Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION
Quarterly report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the SecuritiesExchange Act of 1934

For the quarterly period ended March 31, 2021

OR

2022
or
¨TRANSITION REPORT PURSUANT TO SECTION
Transition report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the SecuritiesExchange Act of 1934

Therapeutics Acquisition Corp.

For the transition period from ______to ______.

Commission file number: 001-39311

POINT BIOPHARMA GLOBAL INC.
(Exact name of registrant as specified in its charter)

Delaware001-3937385-0800493
Delaware85-0800493
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
incorporation or organization)
4850 West 78th Street
IndianapolisIN46268
(Address of principal executive offices)(Zip Code)

200 Berkeley Street

18th Floor

Boston, MA 02116

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (617) 778.2500

Not Applicable
(Former name or former address, if changed since last report)

(317) 543-9957

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


Title of each classTrading Symbol(s)Trading
Symbol(s)

Name of each exchange on
which

registered

Common StockPNTTheNasdaq
Class A common stock, par value $0.0001
per share  
RACAThe Nasdaq StockCapital Market LLC


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. Yesx No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x 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 filerxSmaller reporting companyx
Emerging growth companyx

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 x No ¨

As

Indicate the number of April 29, 2021, 14,041,400 Class Ashares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, par value $0.0001 and 3,392,500 Class B common stock, par value $0.0001, were issued and outstanding.

per share – 90,124,283
shares outstanding as of May 9, 2022.
1


Therapeutics Acquisition Corp.

d/b/a Research Alliance Corp. I

Quarterly Report on Form 10-Q

Table of Contents


INDEX
    Page No.    

UnauditedInterim Condensed Financial Statements1
CondensedConsolidated Balance Sheets as of March 31, 20212022 (unaudited) and December 31, 20202021
Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 20214
Management’s Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures Aboutabout Market Risk
Controls and Procedures
Legal Proceedings
Item 1A.Risk Factors25
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
27
Item 6.Exhibits
SIGNATURES

2


PART I -I. FINANCIAL INFORMATION

Item 1.

ITEM 1 – FINANCIAL STATEMENTS
POINT Biopharma Global Inc.
Interim Condensed Consolidated Balance Sheets
(In U.S. dollars)
March 31, 2022
(Unaudited)December 31, 2021
$$
ASSETS  
Current assets  
Cash and cash equivalents227,385,398 238,815,991 
Prepaid expenses and other current assets5,228,394 5,030,565 
Total current assets232,613,792 243,846,556 
Property, plant and equipment, net20,368,465 19,412,086 
Total assets252,982,257 263,258,642 
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable6,119,722 1,738,470 
Accrued liabilities7,194,136 5,990,516 
Income taxes payable328,903 250,978 
Total current liabilities13,642,761 7,979,964 
Deferred tax liability65,592 65,592 
Total liabilities13,708,353 8,045,556 
Commitments and contingencies (note 11)
00
Stockholders’ equity
Common Stock, par value $0.0001 per share, 430,000,000 authorized, 90,122,472 and 90,121,794 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively9,012 9,012 
Additional paid-in capital314,930,174 314,488,782 
Accumulated deficit(75,665,282)(59,284,708)
Total stockholders’ equity239,273,904 255,213,086 
Total liabilities and stockholders’ equity252,982,257 263,258,642 
See accompanying Notes to the Unaudited Interim Condensed Consolidated Financial Statements

THERAPEUTICS ACQUISITION CORP.

d/b/a RESEARCH ALLIANCE CORP. I

1

Table of ContentsCONDENSED BALANCE SHEETS

  March 31, 2021  December 31, 2020 
  (unaudited)    
ASSETS        
Cash $699,534  $1,094,556 
Prepaid expenses  88,817   106,316 
Total Current Assets  788,351   1,200,872 
Cash and marketable securities held in Trust Account  135,709,741   135,706,395 
Total Assets $136,498,092  $136,907,267 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Accounts payable $352,744  $5,109 
Accrued expenses  754,809   112,579 
Deferred Underwriting Commissions, current  4,749,500   - 
Total Current Liabilities  5,857,053   117,688 
Deferred Underwriting Commissions, non-current  -   4,749,500 
Total Liabilities  5,857,053   4,867,188 
         
Commitments and Contingencies        
         
Class A Common stock subject to possible redemption, 12,564,103 and 12,704,007 shares at $10.00 per share at March 31, 2021 and December 31, 2020, respectively  125,641,030   127,040,070 
         
Stockholders' Equity        
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,477,297 and 1,337,393 issued and outstanding (excluding 12,564,103 and 12,704,007 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively  148   134 
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,392,500 issued and outstanding at March 31, 2021 and December 31, 2020  339   339 
Additional paid-in capital  6,710,075   5,311,049 
Accumulated deficit  (1,710,553)  (311,513)
Total Stockholders' Equity  5,000,009   5,000,009 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $136,498,092  $136,907,267 

The

POINT Biopharma Global Inc.
Unaudited Interim Condensed Consolidated Statements of Operations
(In U.S. dollars)
For the three months ended
March 31,
2022
March 31,
2021
$ $
Operating expenses 
Research and development12,500,848 4,269,298 
General and administrative3,807,942 1,464,692 
Total operating expenses16,308,790 5,733,990 
Loss from operations(16,308,790)(5,733,990)
Other income (expenses)
Finance income (costs)47,973 (2,799)
Foreign currency loss(31,641)(7,207)
Total other income (expenses)16,332 (10,006)
Loss before provision for income taxes(16,292,458)(5,743,996)
Provision for income taxes(88,116)(40,425)
Net loss(16,380,574)(5,784,421)
Net loss per basic and diluted common share:
Basic and diluted net loss per common share$(0.18)$(0.10)
Basic and diluted weighted average common shares outstanding90,122,269 56,673,734 
See accompanying notes are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements
2

Table of these unaudited condensed financial statements.

Contents

POINT Biopharma Global Inc.

THERAPEUTICS ACQUISITION CORP.

d/b/a RESEARCH ALLIANCE CORP. I

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Formation and operating costs$1,402,386
Loss from operations(1,402,386)
Other income:
Interest earned on marketable securities held in Trust Account3,346
Net loss$(1,399,040)
Weighted average shares outstanding of Class A redeemable common stock13,570,000
Basic and diluted income per share, Class A$0.00
Weighted average shares outstanding of Class B non-redeemable common stock3,863,900
Basic and diluted net loss per share, Class B$(0.36)

The

Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity
(In U.S. dollars, except share amounts)

POINT Biopharma Inc.
common shares
Common StockAdditional
Paid-in Capital
Accumulated
Deficit
Total
Equity
 Number AmountNumber 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 sharesCommon StockAdditional
Paid-in
Capital
Accumulated
Deficit
Total Equity
 Number AmountNumber 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— — 64,570 449,994 — 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 are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements











3

Table of these unaudited condensed financial statements.

POINT Biopharma Global Inc.

THERAPEUTICS ACQUISITION CORP.

d/b/a RESEARCH ALLIANCE CORP. I

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021

  Common Stock  Additional     Total 
  Class A  Class B  Paid-In  Accumulated  Stockholders' 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance – December 31, 2020  1,337,393  $134   3,392,500  $339  $5,311,049  $(311,513) $5,000,009 
Shares subject to possible redemption  139,904   14   -   -   1,399,026   -   1,399,040 
Net loss  -   -   -   -   -   (1,399,040)  (1,399,040)
Balance – March 31, 2021  1,477,297  $148   3,392,500  $339  $6,710,075  $(1,710,553) $5,000,009 

The

Unaudited Interim Condensed Consolidated Statements of Cash Flows
(In U.S. dollars)
For the three months ended
March 31, 2022March 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 equipment224,234 — 
Stock-based compensation expense440,450 477,245 
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 payable3,920,227 (2,914,505)
Accrued liabilities1,407,823 1,469,950 
Income taxes payable77,925 40,425 
Amount due to related party within accrued liabilities17,140 — 
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 exercises942 450,000 
Net cash provided by financing activities942 20,450,000 
Net (decrease) increase in cash and cash equivalents(11,430,593)9,296,303 
Cash and cash equivalents, beginning of period238,815,991 10,546,749 
Cash and cash equivalents, end of period227,385,398 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 liabilities1,052,186 2,713,921 
See accompanying notes are an integral partNotes to the Unaudited Interim Condensed Consolidated Financial Statements
4



THERAPEUTICS ACQUISITION CORP.

d/b/a RESEARCH ALLIANCE CORP. I

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Cash Flows from Operating Activities    
Net loss $(1,399,040)
Interest earned on marketable securities held in Trust Account  (3,346)
Changes in operating assets and liabilities:    
Prepaid expense  17,499 
Accounts payable  347,635 
Accrued expenses  642,230 
Net cash used in operating activities  (395,022)
     
Net Change in Cash  (395,022)
Cash – beginning of the period  1,094,556 
Cash – end of the period $699,534 
     
Supplemental disclosure of noncash activities    
Initial classification of Class A common stock subject to possible redeption $127,365,550 
Change in value of Class A common stock subject to possible redeption $1,724,520

The accompanying notes are an integral part

1. Nature of these unaudited condensed financial statements.

business

THERAPEUTICS ACQUISITION CORP.

d/b/a RESEARCH ALLIANCE CORP. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

1. Organization, Business OperationsFormation and Basis of Presentation

Therapeutics Acquisition Corp.organization

POINT Biopharma Global Inc., together with its consolidated subsidiaries (the "Company"“Company”), is a newly organized blank checkglobally focused radiopharmaceutical company incorporated on April 15, 2020 (inception) asbuilding a Delaware corporationplatform for the purposeclinical development and commercialization of effectingradioligands 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 merger, capitalwholly-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, exchange, asset acquisition,par value $0.0001 per share, purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). Whileof the Company may pursue an acquisition opportunity(“Common Stock”) in any business, industry, sector or geographical location, it intends to focus on industries that complement its management team's background, and to capitalize on the abilityexchange for each common share of its management team to identify and acquire a business, focusing on the healthcare industry. In particular, the Company will target companiesPOINT Biopharma Inc. Also in the biotechnology sector where its management has extensive investment experience. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from April 15, 2020 (inception) through March 31, 2021 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company's sponsor is Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2020. On July 10, 2020, the Company consummated the Initial Public Offering, and sold 13,570,000 shares of Class A common stock for $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions (Note 5).

Concurrentlyconnection with the closing of the Initial Public Offering, the Company completed the private sale of 471,400 shares of Class A Common Stock (the "Private Placement Shares") at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of approximately $4.7 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) subsequent to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that resultsRACA (as defined in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of the Company’s initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock sold in the Company’s Initial Public Offering if the Company has notNote 3 below) consummated a Business Combination within 24 months of the closing of its Initial Public Offering or with respect to any other material provisions relating to our stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the Company fails to consummate a Business Combination within 24 months of the closing of the Initial Public Offering).


The Company's management has broad discretion with respect to the specific application of the net proceeds of the Company’s Initial Public Offering and the sale of the Private Placement shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering, $135,700,000 ($10 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement Shares were placed in a trust account ("Trust Account"), located in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

The Company will provide the holders of its outstanding16,500,000 shares of Class A common stock, par value $0.0001 (the "Classper share, of RACA (“Class A common stock"Common Stock”), sold in the Initial Public Offering (the "Stockholders"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 opportunity to redeem all or a portionterms of their Public Shares (as defined in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by meansAgreement, upon the closing of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination, or conduct a tender offer will be made by the Company, solely in its discretion. The Stockholders will be entitled to redeem their Public Shares for a pro rata portioneach 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 amount thenCompany. 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 4 wholly-owned subsidiaries, POINT Biopharma Inc., POINT Biopharma USA Inc. and West 78th Street, LLC, each located in the Trust Account (initially anticipated to be $10.00 per Public Share).USA, and POINT Biopharma Corp., located in Canada. The per-share amount to be distributed to Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recordedCompany’s headquarters is located at a redemption value and classified as temporary equity upon the completion4850 West 78th Street, Indianapolis, Indiana, 46268.
2. Summary of the Initial Public Offeringsignificant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board's ("FASB"Board (“FASB”) Accounting Standards Codification ("ASC"(“ASC”) Topic 480 "Distinguishing Liabilities from Equity." In such case,270, Interim Reporting and include the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, directors and executive officers have agreed to vote their Founder Shares (as defined below in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Company’s Sponsor, directors and executive officers have agreed to waive its redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares owned by it in connection with the completion of a Business Combination.


Notwithstanding the foregoing, the Company's second amended and restated certificate of incorporation provides that a Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the shares of Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor, directors and executive officers have agreed not to propose an amendment to the second amended and restated certificate of incorporation to modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other material provisions relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides the stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to the Company's obligations to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, directors and executive officers have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, directors or executive officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company's Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.


On March 15, 2020, the Company, entered into a Business Combination Agreement (“Business Combination Agreement”), by and among the Company, Bodhi Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiaryaccounts of the Company and its wholly-owned subsidiaries, POINT Biopharma Inc., a Delaware corporation (“POINT”)POINT Biopharma Corp., which providesPOINT Biopharma USA, Inc. and West 78th Street, LLC, for among other things, that the parties to the Business Combination Agreement will cause a certification of merger to be executed and filed with the Secretary of State of the State of Delaware, pursuant to which Merger Sub will merge with and into POINT, with POINT as the surviving company in the merger and, after giving effect to such merger, POINT shall be a wholly-owned subsidiary of the Company (see Note 8).

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim 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 U.S. GAAP.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. TheExcept as described below, the accounting policies and methods of computation applied in the unaudited interim results forcondensed consolidated financial statements and related notes contained therein are consistent with those applied by the three months ended March 31, 2021 are not necessarily indicativeCompany in its audited consolidated financial statements as of the results that may be expectedand for the year endingended December 31, 2021 or any future interim periods.

The accompanying unaudited financial statements should be readcontained in conjunction with the Company’sour 2021 Annual Report on Form 10-K for the year ended December 31, 20202021, as filed with the SEC on March 4,25, 2022 (the “2021 Financial Statements”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2021 which contains the auditedFinancial Statements.

These unaudited interim condensed consolidated financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Emerging Growth Company

The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Liquidity and Capital Resources

The accompanying financial statementsnotes have been prepared assumingin 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 among other things, the realization of assets and satisfactionthe settlement of liabilities an commitments in the normal course of business. As

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 31, 2021,2020 and has spread worldwide, has caused many governments to implement measures to slow the Company had approximately $0.7 millionspread 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 operating bank account, approximately $10,000 in investment income held ineffects on the Trust Account availableCompany’s business and operations are uncertain.
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In response to pay franchise tax,public health directives and a working capital deficitorders and to help minimize the risk of approximately $5.1 million. Further,the virus to employees, the Company has incurredtaken precautionary measures, including implementing work-from-home policies, mandatory vaccination, masking and expects to continue to incur significant costs in pursuit of its acquisition plans.

Prior to the completionweekly testing for certain employees. The impact of the Initial Public Offering through receiptvirus, 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 a $25,000 capital contribution fromwhich will depend, in part, on the Sponsor in exchange for the issuancelength and severity of the Founder Shares to the Sponsorrestrictions and a commitment from the Sponsor to loan the Company up to $300,000 to cover expenses in connection with the Initial Public Offering.

The net proceeds from (i) the sale of the shares of Class A common stock in the Initial Public Offering, after deducting offering expenses of $0.6 million,underwriting commissions of $2.7 million (excluding deferred underwriting commissions of $4.8 million), and (ii) the sale of the Private Placement Shares for a purchase price of $4.7 million generated net proceeds of $137.1 million. $135.7 million was placed within the Trust Account, which includes the deferred underwriting commissions described above. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

As of March 31, 2021, the Company had cash and cash equivalents of $0.7 million outside of the Trust Account. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligenceother limitations on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business prior to the initial Business Combination. However, if the Company's estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company would repay such loaned amounts. In the event that the Company's initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into private placement shares at a price of $10.00 per share at the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, we do not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern throughconduct its business in the Combination Period, which is the dateordinary course. Specifically, the Company is required cease all operations except for the purpose of winding up if it hasmay not completed a business combination. These financial statements do not include any adjustments relatingbe able to enroll additional patient cohorts on its planned timeline due to disruptions at its clinical trial sites. Other impacts to the recoveryCompany’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 recorded assets orCOVID-19 pandemic and the classificationpotential impact of the liabilities that might be necessary should the Company be unable to continue as a going concern.


This may make comparison of the Company’sRusso-Ukrainian conflict on its business and consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Net Income (Loss) Per Share of Common Stock

The Company’s condensed statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $3,346 for the three months ended March 31, 2021, by the weighted average number of Class A redeemable common stock of 13,570,000 shares outstanding since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock for the three months ended March 31, 2021 is calculated by dividing the net loss of approximately $1.4 million, less income attributable to Class A redeemable common stock of $3,346, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 12,564,103 and 12,704,007 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2021,statements. To date, the Company has not experienced any material business disruptions or incurred any impairment losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and


Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2021, the carrying values of cash, accounts payable, accrued expenses,its assets as a result of these events and advances fromit is not aware of any specific related party approximate their fair values dueevent 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 short-term nature ofBusiness Combination, has funded operations through equity financings. Operating losses and negative cash flows are expected to continue for the instruments. The Company’s portfolio of marketable securities heldforeseeable future. As losses continue to be incurred, the Company is subject to risks and uncertainties common to early-stage companies in the Trust Accountbiotechnology 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 comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets.

uncertain when, if ever, the Company will realize significant revenue from product sales.

Use of Estimates

estimates

The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires the Company's management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, andrelated disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements, and the reported amounts of expenses duringfor the reporting period.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 couldmay differ from those estimates.

Risksestimates or assumptions.

Recently adopted accounting standards
Debt with Conversion and Uncertainties

Management continuesOther 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
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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 COVID-19 pandemic onterms 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 industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or searchoriginal instrument for a target company,new instrument. The standard also provides guidance on how an entity should measure and recognize the specific impact is not readily determinable aseffect 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 date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and Cash Equivalents

Company for fiscal years beginning after December 15, 2021. The Company considers all short-term investmentsadopted 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 an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $0.7 million and $1.1 million in cash as of March 31, 2021 and December 31, 2020, respectively. The Company did not have any cash equivalents, outside of funds held in the Trust Account, as of March 31, 2021 or December 31, 2020.

Cash and Marketable Securities Held in Trust Account

At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were invested in money market funds.


Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognizedTherapeutics 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 estimated future tax consequences attributable to differences between the financial statements carrying amountspurpose of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities ofeffecting a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

The Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.

Note 3 — Initial Public Offering

On July 10, 2020, pursuant to the Initial Public Offering, the Company sold 13,570,000 shares of Class A common stock (the “Public Shares”), including the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $135.7 million.

Note 4 — Related Party Transactions

Founder Shares

On April 30, 2020, the Sponsor paid $25,000 in consideration for 3,392,500 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock").

The Company filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that the Company is authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock.

The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company's initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Company’s Sponsor had agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture.


The Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar transaction that results in allbusiness 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 Company's stockholders having the right to exchange their common stock for cash, securities or other property.

Private Placement Shares

Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1.

A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Sponsor and the Company's officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

Related Party Loans

On April 30, 2020, the Sponsor agreed to loan the Company an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). In May 2020, the Company borrowed $0.3 million under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $0.3 million were repaid in full in July 2020.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share.

Private Placement of Common Stock

The Sponsor has indicated an interest to purchase $25 million of the Company's common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.


Note 5 — Commitments and Contingencies

Registration Rights

Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and "piggyback" registration and stockholder rights. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,770,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on July 10, 2020.

The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 6 — Stockholders' Equity

Class A common stock – The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there was 14,041,400 Class A shares issued and outstanding, including 12,564,103 and 12,704,007 shares subject to possible redemption at March 31, 2021 and December 31, 2020, respectively.

Class B common stock – The Company is authorized to issue 10,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. In connection with the filing of the Amended and Restated Certificate of Incorporation, the 3,392,500 shares of common stock that were outstanding became shares of Class B common stock, of which 442,500 shares were subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Company’s Sponsor would collectively own 20.0% of the Company's issued and outstanding shares of common stock after the Public Offering. The underwriters exercised this option in full on July 10, 2020; thus these Founder Shares are no longer subject to forfeiture.


The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all shares of common stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (after giving effect to any redemptions of shares of Class A common stock by public stockholders) (excluding any shares or equity-linked securities issued, or to be issued, to any sellersurviving company in the Business Combination and, any private placement shares). The Company’s Sponsor may also electafter giving effect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Preferred stock – The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At March 31, 2021 and December 31, 2020, there was no preferred stock outstanding.

Note 7 – Fair Value Measurements

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Description March 31, 2021  Quoted Prices in Active Markets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Other Unobservable Inputs (Level 3) 
Assets held in Trust Account:                
Cash equivalents - money market funds $135,709,741  $135,709,741  $-  $- 
Total $135,709,741  $135,709,741  $-  $- 

Description December 31, 2020  Quoted Prices in Active Markets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Other Unobservable Inputs (Level 3) 
Assets held in Trust Account:                
Cash equivalents - money market funds $135,706,395  $135,706,395  $-  $- 
Total $135,706,395  $135,706,395  $-  $- 

Transfers to/from Levels 1,2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2021 and for the year ended December 31, 2020.

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.


Note 8 – Business Combination, Agreement

On March 15, 2021, the Company entered into the Business Combination Agreement with the Company and Bohdi Merger Sub, pursuant to which Bohdi Merger Sub will merge with and into the Company with the POINT as the surviving entity andBiopharma Inc. became a wholly-owned subsidiary of the Company. UnderRACA. RACA was then renamed “POINT Biopharma Global Inc.”

In accordance with the terms of the Business Combination Agreement, shareholdersupon 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 would be entitled to receive approximately 3.59 commonor comparable vested equity awards that are exercisable for shares of Common Stock of the Company, in exchangebased 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 common share of POINT. 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 1 share of Common Stock of the Company.
In connection with the Business Combination, the Company has commitments forconsummated the PIPE financing ofFinancing, pursuant to which it received $165.0 million which will be received in exchange for 16,500,000 Class A common shares of Common Stock of the Company. The PIPE financing is conditioned upon and will close concurrently with
After giving effect to the Business Combination. TheCombination, there were 90,121,794 shares of Common Stock issued and outstanding.
We accounted for the Business Combination Agreement andas a reverse recapitalization, in accordance with U.S. GAAP. POINT Biopharma Inc. is treated as the transactions were approved byaccounting acquirer (legal acquiree), while RACA is the boardaccounting 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 directors of eachthe voting power of the Company and POINT. Thecomprise 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 conditional upon, amongtreated 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 things, approvals by eachintangible assets is recorded.
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In connection with the Company’s and POINT’s shareholders. 

The Business Combination

The Business Combination, Agreement provides for, among other things, that Merger Sub will merge with and into POINT, with POINT as the surviving company in the merger and, after giving effect to such merger, POINT shall be a wholly-owned subsidiary of the Company (the “Merger”). In accordanceincurred underwriting fees and other costs considered to be direct or incremental to the proceeds raised in connection with the termsBusiness Combination and subjectPIPE Financing totaling approximately $21.9 million, consisting of costs incurred by RACA prior to the conditionscompletion of the Business Combination Agreement, atas well as investment banker, legal, audit, tax, accounting and listing fees. These amounts are reflected within additional paid-in capital in the effective time, (i) each share and vested equity award of POINT outstandinginterim condensed consolidated balance sheets as of immediately priorMarch 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 Financing165,000,000 
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 flows264,882,682

The net proceeds noted above exclude approximately $4.7 million in transaction costs that were not considered direct and incremental to the effective time will be exchanged forraising 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 Company’s common stock or comparable vested equity awards that are settled or are exercisable fornumber of shares of the Company’s common stock, as applicable, based on an implied POINT vested equity value of $585,000,000; (ii) all unvested equity awards of POINT will be exchanged for comparable unvested equity awards that are settled or exercisable for shares of the Company’s common stock, as applicable, determined based on the same implied POINT vested equity value described in clause (i); and (iii) each share of the Company’s Class A common stock and each share of the Company’s Class B common stock that is issued andCommon Stock outstanding immediately prior to the Effective Time shall become one share of the common stock of the Company following the consummation of the Business Combination:
Number of
Shares
RACA Class A and Class B shares outstanding prior to the Business Combination16,039,769 
Class A shares issued pursuant to the PIPE Financing16,500,000 
Business Combination and PIPE Financing shares as converted into Common Stock32,539,769 
Conversion of POINT Biopharma Inc. common shares into Common Stock57,582,025 
Total shares of POINT Biopharma Global Inc. Common Stock outstanding immediately following the Business Combination90,121,794
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
$ $
Insurance1,301,003 2,175,379 
Clinical trial expenses2,059,566 1,973,609 
Deposit on production equipment1,505,890 703,461 
Canadian harmonized sales tax receivable90,026 72,666 
Other271,909 105,450 
Total5,228,394 5,030,565 
6. Property, plant and equipment, net
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Property, plant and equipment, net consisted of the following:
As of March 31, 2022 As of December 31, 2021
$ $
Land and building16,745,615 — 
Property in development— 16,561,032 
Machinery and equipment3,096,412 2,132,768 
Furniture and fixtures600,781 590,545 
Computer equipment149,891 127,741 
20,592,699 19,412,086 
Less: Accumulated depreciation(224,234) 
Property, plant and equipment, net20,368,465 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 CategoryEstimated Useful Life
Computer equipment5 years
Machinery and equipment7 years
Furniture and fixtures7 years
Building20 years
7. Accrued expenses
Accrued liabilities consisted of the following:
As of March 31, 2022As of December 31, 2021
$$
Accrued personnel costs4,789,580 3,440,558 
Accrued research and development costs1,302,147 1,142,056 
Accrued corporate legal fees and other professional services531,480 654,945 
Accrued costs for purchases of property, plant and equipment423,170 648,196 
Other accrued costs147,759 104,761 
Total7,194,136 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.
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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. In addition,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 willat 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 1 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 renameddeclared 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.

The Business Combination is expected 2021 Equity Incentive Plan (the “2021 EIP”) to close in May 2021.

Representationsreplace the 2020 EIP and Warranties; Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of POINT and its subsidiaries during the period between execution of the Business Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.

Conditions to Each Party’s Obligations

Under the Business Combination Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having been expired or been terminated; (ii) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination being in effect; (iii) the registration statement/proxy statement to be filed by the Company relating to the Business Combination Agreement and the Merger becoming effective in accordance with the provisions of the Securities Act of 1933, as amended, no stop order being issued by Securities and Exchange Commission (the “SEC”) and remaining in effect with respect to the registration statement/proxy statement to be filed by the Company relating to the Business Combination Agreement and the Merger, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders (the “Required RACA Stockholder Vote”); (v) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (vi) the Company has not redeemed Class A common stock in an amount that would causeallow the Company to have net tangible assets in its trust account of less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1)grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) immediately after the Effective Time of the Business Combination; and (vii) the New POINT Board consisting of the number of directors, and comprising the individuals, determined pursuant to the Business Combination Agreement.


Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation (i) by the mutual written consent of the Company and POINT; (ii) by the Company, subject to certain exceptions, if any of the representations or warranties made by POINT are not true and correct or if POINT fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of the Company, could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) September 15, 2021 (the “Termination Date”); (iii) by POINT, subject to certain exceptions, if any of the representations or warranties made by the the Company Parties are not true and correct or if any the Company Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of POINT, as could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date; (iv) by either the Company or POINT, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; (v) by either the Company or POINT, if (A) any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or (B) if the Required Company Stockholder Vote is not obtained; and (vi) by the Company, if POINT does not deliver, or cause to be delivered to the Company, the POINT stockholder written consent or the POINT Stockholder Transaction Support Agreements when required under the Business Combination Agreement.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Business Combination Agreement or Fraud.

Other Agreements

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, certain affiliates of the Sponsor and POINT entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which such affiliates of the Sponsor have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the shares of Class B common stock (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior toCompany. Upon the closing of the Business Combination, inthe Company assumed the outstanding equity awards under the 2020 EIP and each case,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 terms and subject to conditions set forthconversion ratio for the POINT Biopharma Inc. common shares in the Sponsor Letter Agreement.

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.


PIPE Financing (Private Placement)

Concurrently

The Company concluded that the replacement stock options issued in connection with the executionBusiness 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
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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 Agreement,which resulted in a replacement of the previous POINT Biopharma Inc. stock options with stock options of the Company, hasas 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, 20213,825,7514.78
Granted1,705,1978.02
Exercised(678)1.39
Forfeited(7,200)7.03
Outstanding as of March 31, 20225,523,0705.775.30
Vested and expected to vest as of March 31, 20225,523,0705.775.30
Options exercisable as of March 31, 20221,452,3893.645.20
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, 2022Three months ended March 31, 2021
Risk-free interest rate1.24% - 2.51%0.72%
Expected term (in years)4.255.37
Expected volatility72% - 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
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During the three months ended March 31, 2022, the Company entered into agreements for the Subscription Agreements (the “Subscription Agreements”) with eachcontinuing expansion of the PIPE Investors, pursuant to whichmanufacturing capabilities of the PIPE Investors have agreed to subscribe for and purchase, andIndianapolis 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 agreedbeen 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 issueensure the supply of certain product and sell toproduct lines during the PIPE Investors, an aggregate of 16,500,000 sharesCompany’s clinical phase. These agreements often have minimal purchase commitments and generally terminate upon the termination of the Company’s Class A common stock atclinical 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 price of $10.00 per share,supply agreement with a third party to purchase certain products for aggregate gross proceeds of $165,000,000 (the “PIPE Financing”). Affiliates of RA Capital Management, L.P., will fund $40,000,000use in the PIPE Financing.Company’s full scale production process. The sharesCompany is committed to purchase a minimum quantity of product in the Company’s Class A common stock to be issued pursuant toamount of approximately $50.2 million ($62.9 million CAD) over the Subscription Agreements will not be registered under the Securities Act when issued. Such shares of the Company’s Class A common stock to be issued pursuant to the Subscription Agreements will be issued in reliancecontract term. The purchase commitments are contingent upon the exemption provided in Section 4(a)(2)completion of certain milestones by the Securities Act.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 granted the PIPE Investorsan agreement with a third party to provide certain registration rightsservices in connection with the PIPE Financing.Company’s SPLASH clinical phase study. The consummationagreement expires on the date of the PIPE Financing is contingent upon, among other things, the closingcompletion or termination of the Business Combination.

POINT Stockholder Transaction Support Agreements

Promptly after signingclinical 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 Agreement, each “Company Stockholder” listed shall duly execute and deliver to the Companywhich resulted in a transaction support agreement (collectively, the “POINT Stockholder Transaction Support Agreements”), pursuant to which, among other things, each such Supporting POINT Stockholder would agree to, (a) support and vote in favorconversion of the Business Combination Agreement, the ancillary documentsprevious POINT Biopharma Inc. common shares to which POINT is or will be a party and the transactions contemplated hereby and thereby (including the Merger), and (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective asshares of the Closing (as defined in the Business Combination Agreement).

Amended and Restated Registration and Stockholder Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, the Company, the Sponsor, certain former directorsCommon 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 diluted90,122,269 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 certain POINT stockholders will enter into an Amended and Restated Registration and Stockholder Rights Agreement (the “Registration Rights Agreement”), pursuantwarrants, have been excluded from the computation of diluted net loss per share as the effect would be to which New POINT will agree to register for resale, pursuant to Rule 415 underreduce the Securities Act, certainnet loss per share. Therefore, the weighted-
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average number of shares of New POINT Common Stock outstanding used to calculate both basic and other equity securities of New POINT that are held bydiluted net loss per share attributable to common stockholders is the parties thereto from time to time. The parties will also agree not to effect any sale or distribution of New POINT equity securities during the 180-day lock-up period described therein.

Note 9 — Subsequent Events

same.

13. Income Taxes
The Company evaluated subsequent eventshas operations in both the United States and transactions that occurred throughCanada, as such it is subject to tax in both countries. The income tax expense for the date thatthree 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 financial statements were available to be issued. Company had no uncertain tax positions (December 31, 2021 — $nil).
The Company didfiles income tax returns in the U.S. federal, certain state, and Canada with varying statutes of limitations. The Company is not identifycurrently subject to tax examinations by any subsequent eventstaxing 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 required adjustmenta significant impact on its financial position or disclosureresults 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 financial statements.

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 member66,696 29,986 
Reimbursement to Board member for occupancy costs17,778 17,235 
Total84,474 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 50 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.

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

References to the “Company,” “our,” “us” or “we” refer to Therapeutics Acquisition Corp.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunctiontogether with theour unaudited condensed consolidated financial statements and the notes thereto containedfor the three months ended March 31, 2022 and 2021 (the “Q1 2022 Financial Statements”) appearing elsewhere in this report. Certain informationQuarterly 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 discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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.”

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements withincontains “forward-looking statements” which are made pursuant to the meaningsafe harbor provisions of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based theseOur forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible business combinations,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negative of any of the foregoing) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These factors include, but are not limited to, the following:
the success, cost and timing of our product development activities and clinical trials, our plans for clinical development of our product candidates and the financing thereof,initiation and completion of any other clinical trials and related matters,preparatory work and the expected timing of the availability of results of the clinical trials;
our ability to recruit and enroll suitable patients in our clinical trials;
the potential attributes and benefits of our product candidates;
our ability to obtain and maintain regulatory approval for our product candidates, and any related restrictions, limitations or warnings in the label of an approved product candidate;
our ability to obtain funding for our operations, including funding necessary to complete further development, approval and, if approved, commercialization of our product candidates;
the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;
the potential for our business development efforts to maximize the potential value of our portfolio;
our ability to identify, in-license or acquire additional product candidates;
our ability to maintain the license agreements underlying our product candidates;
our ability to compete with other companies currently marketing or engaged in the development of treatments for the indications that we are pursuing for our product candidates;
our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates and the duration of such protection;
our ability to contract with and rely on third parties to assist in conducting our clinical trials and manufacture our product candidates;
the development of our own manufacturing facility in Indianapolis, Indiana and the ability of this facility to provide adequate production capacity to meet future commercial demands for our product candidates;
the size and growth potential of the markets for our product candidates, and our ability to serve those markets, either alone or in partnership with others;
the rate and degree of market acceptance of our product candidates, if approved;
the pricing and reimbursement of our product candidates, if approved;
regulatory developments in the United States and foreign countries;
the impact of laws and regulations;
our ability to attract and retain key scientific, medical, commercial or management personnel;
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
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our financial performance;
the ability to recognize the anticipated benefits of the Business Combination, as well as alldefined below. which may be affected by, among other things, competition and our ability to grow and manage growth profitably;
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
the level of activity in the trading market for our Common Stock and the volatility of the market price of our Common Stock;
the effect of the COVID-19 coronavirus (“COVID-19”) pandemic and Russo-Ukrainian conflict on the foregoing; and
other factors detailed under the section entitled “Risk Factors” in the 2021 Form 10-K.
These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other than statements of historical fact included in this Form 10-Q. Factorsassumptions that mightmay cause actual results or contributeperformance to such a discrepancybe materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in the 2021 Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our other Securitiesassumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and Exchange Commission (“SEC”) filings.

uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

Introduction
We are a blank checkglobally focused radiopharmaceutical company building a platform for the clinical development and commercialization of radioligands that fight cancer. We have a pipeline of product candidates and early-stage development programs, in-house manufacturing capabilities, and a secured supply for rare medical isotopes like Actinium-225 ("225Ac") and Lutetium-177 ("177Lu").

Our team brings decades of combined experience in radiopharmaceutical clinical development and manufacturing. In a space where supply chain is often overlooked, the Company has carved out a unique advantage for itself: a 100% company-owned facility, located in Indianapolis, Indiana, which includes an office space occupying 10,500 square feet and a manufacturing facility occupying 70,200 square feet, and which we believe has the capacity for expansion to commercially supply both North America and Europe with large volumes. Furthermore, management has leveraged their prior relationships to assemble resilient radioisotope supply chains for the Company, which even includes manufacturing the Company's own n.c.a. 177Lu isotope in-house.

Our predecessor was incorporated on April 15, 2020September 18, 2019 (“Inception”) as a Delaware corporation forPOINT Theranostics Inc. under the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). We have selected aDGCL and subsequently amended its name to “POINT Biopharma Inc.” on November 22, 2019. Subsequent to the Business Combination, target. We intend to effectuate our initial POINT Biopharma Inc. became a wholly-owned subsidiary of POINT Biopharma Global Inc. on June 30, 2021.

Business Combination using cash from the proceeds of our Initial Public Offering and the shares, our shares, debt or a combination of cash, equity, and debt.

The registration statement for our Initial Public Offering was declared effective on July 7, 2020. 

On July 10, 2020,June 30, 2021, we consummated the Initial Public Offering of 13,570,000 shares of Class A common stock at $10.00 per share, generating gross proceeds of $135.7 million, and incurring offering costs of approximately $8.1 million, inclusive of approximately $4.8 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private sale of 471,400 shares of Class A Common Stock (the “Private Placement” or “Private Placement Shares”) at a price of $10.00 per Private Placement Share to our sponsor, Therapeutics Acquisition Holdings LLC (our “Sponsor”), generating gross proceeds of approximately $4.7 million.

Upon the closing of the Initial Public Offering and Private Placement, $135.7 million ($10.00 per share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States, at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to us to pay our taxes, if any, the proceeds from the Initial Public Offering will not be released from the trust account until the earliest to occur of: (a) the completion of our initial Business Combination (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to shareholders' rights or pre-initial Business Combination activity and (c) the redemption of all of our public shares if we have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offer, subject to applicable law.


If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 10, 2022 (the "Combination Period")POINT Biopharma Inc., we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations to provide for claims of creditors and the requirements of other applicable law.

The issuance of additional shares in a Business Combination:

§may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of Class B common stock resulted in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the shares of Class B common stock;

§may subordinate the rights of holders of shares of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our shares of Class A common stock;

§could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

§may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

§may adversely affect prevailing market prices for our shares of Class A common stock. Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:
§default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

§acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves (in the absence of a waiver or renegotiation of that covenant);

§our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

§our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

§our inability to pay dividends on our shares of Class A common stock;


§using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

§limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

§increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

§limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

On March 15, 2021, the Company entered into the Business Combination Agreement with the Company and Bohdi Merger Sub, pursuant to which Bohdi Merger Sub will merge with and into the Company with the POINT as the surviving entity and wholly-owned subsidiary of the Company. Under the terms of the Business Combination Agreement, shareholdersdated as of March 15, 2021, by and among RACA, Bodhi Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of RACA ("Merger Sub"), and POINT Biopharma Inc. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into POINT Biopharma Inc., with POINT Biopharma Inc. as the surviving company in the Merger as a wholly-owned subsidiary of RACA and (ii) RACA changed its name to “POINT Biopharma Global Inc.”

In accordance with the terms and subject to the conditions of the Company would be entitledBusiness Combination Agreement, at the Effective Time of the Merger, (i) each share and vested equity award of POINT Biopharma Inc. outstanding as of immediately prior to receive approximately 3.59 commonthe Effective Time was exchanged for shares of the CompanyCommon Stock of POINT or comparable vested equity awards that are exercisable for shares of Common Stock, as applicable, based on an implied POINT Biopharma Inc. vested equity value of $585,000,000 (which results in a conversion ratio of approximately 3.59:1); (ii) all unvested equity awards of POINT
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Biopharma Inc. were exchanged for comparable unvested equity awards that are exercisable for shares of Common Stock, determined based on the same exchange ratio at which the vested equity awards were exchanged for shares of Common Stock; and (iii) each common share of POINT. Class A Common Stock of RACA and each share of Class B common stock, par value $0.0001 per share, of RACA that was issued and outstanding immediately prior to the Effective Time became one share of Common Stock following the consummation of the Business Combination.
In connectionaddition, concurrently with the execution of the Business Combination Agreement, on March 15, 2021, RACA entered into Subscription Agreements with the Company has commitmentsPIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and RACA agreed to issue and sell to the PIPE financingInvestors, an aggregate of $165.0 million which will be received in exchange for 16,500,000 shares of Class A common sharesCommon Stock at a price of the Company.$10.00 per share, for aggregate gross proceeds of $165,000,000. The PIPE financing is conditioned upon and will closeFinancing was consummated concurrently with the closing of the Business Combination. The Business Combination is conditional upon, among other things, approvals by eachWe received net proceeds of approximately $260.0 million consisting of proceeds of the Company’sPIPE Financing and POINT’s shareholders.

As indicatedthe proceeds remaining in RACA’s trust account. Transaction costs of approximately $27.0 million consisted of investment banker, legal, audit, tax, accounting, consulting, insurance, board retainer fees and listing fees.

Recent Developments
Manufacturing & Supply Chain Updates:

The Company's Indianapolis manufacturing facility began supplying n.c.a. 177Lu PNT2002 to its SPLASH clinical trial in January 2022. The approximately 81,000 sq ft facility is licensed for alpha and beta emitting isotopes, and contains dedicated space for commercial-scale manufacturing.

In January 2022, the Company announced that it will receive 225Ac in 2022 from the U.S. Department of Energy Isotope Program to support its early-stage pipeline. The Company remains on track to launch its in-house n.c.a. 177Lu manufacturing program in 2023.

PNT2002: 177Lu-based PSMA-targeted radiopharmaceutical

In February 2022, the Company announced publication of the dosimetry results from the lead-in cohort of the Phase III SPLASH trial evaluating PNT2002 for the treatment of mCRPC at the 2022 Society of Nuclear Medicine and Molecular Imaging (SNMMI) Mid-Winter & American College of Nuclear Medicine (ACNM) Annual Meeting. The findings presented by Dr. Jean-Mathieu Beauregard concluded that “PNT2002 has a favorable and safe dosimetry profile in the accompanying financial statements, aspatient population and dose regimen being studied."

In March 2022, the Company hosted a virtual education event titled “Introduction to Dosimetry for Radiopharmaceuticals” led by a key opinion leader in the field, Dr. Ana Kiess, M.D., Ph.D.

In April 2022, the Company dosed its first European Union patient in the SPLASH trial. The SPLASH trial is currently enrolling patients across 42 sites in North America and Europe, and site activations all in jurisdictions remain ongoing to expedite accrual. The Company continues to expect to report top line data from SPLASH mid-2023.

PNT2004:fibroblast activation protein-alpha (FAP-alpha) inhibitor

The Company filed a clinical trial application (CTA) with Health Canada at the end of March 31, 2021,the first quarter of 2022 for PNT6555, the lead of the pan-cancer PNT2004 fibroblast activation protein-alpha (FAP-alpha) targeted program. The clinical trial for PNT2004 is expected to first initiate in Canada in summer 2022.

Risks & Liquidity
Drug research and development is very expensive and involves a high degree of risk. Only a small number of research and development programs result in the commercialization of a product. We will not generate revenue from product sales unless and until we had $0.7 million in cash. Further,successfully complete clinical development and are able to obtain regulatory approval for and successfully commercialize the product candidates we are currently developing or may develop. We currently do not have any product candidates approved for commercial sale.
Our product candidates, currently under development or that we may develop, will require significant additional research and development efforts, including extensive clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting capabilities. There can be no assurance that our research and development activities will be successfully
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completed, that adequate protection for our licensed or developed technology will be obtained and maintained, that products developed will obtain necessary regulatory approval or that any approved products will be commercially viable.
If we obtain regulatory approval for one or more of our product candidates, we expect to incur significant expenses related to developing our commercialization capabilities to support product sales, marketing, and distribution activities, either alone or in collaboration with others. Further, with the completion of the Business Combination, we expect to incur additional costs inassociated with operating as a public company. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy.
We have incurred significant net losses since our Inception and have relied on the pursuitability to fund operations through equity financings. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete clinical trials for our products and prepare for potential future regulatory approvals and commercialization of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Results of Operations and Known Trends or Future Events

products, if approved. We have neither engaged in any operations nornot generated any revenuesrevenue to date. Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offeringdate and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenuesproduct revenue unless and until after completionwe successfully complete development and obtain regulatory approval for at least one of our Initialproduct candidates.

We believe that the net proceeds from the Business Combination. We generate non-operating income in the form of interest income onCombination and PIPE Financing, together with our available resources and existing cash and cash equivalents heldare sufficient to fund our operating expenses and capital expenditure requirements into the first quarter of 2024.
As losses continue to be incurred, we are subject to risks and uncertainties common to early-stage companies in the Trust Account. biotechnology industry, including, but not limited to, successful discovery and development of our 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 pandemic and the Russo-Ukrainian conflict, the ability to secure additional capital to fund operations and commercial success of our 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 our drug development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales.
We incuranticipate that our expenses will increase significantly in connection with our ongoing activities, as we:
advance our clinical-stage product candidates: 177Lu-PNT2003 and 177Lu-PNT2002 through clinical development;
advance our preclinical stage product candidates: 177Lu-PNT2004, 177Lu-PNT2001, along with candidates developed with our CanSEEKTM Prodrug Platform into clinical development;
seek to identify, acquire, and develop additional product candidates, including through business development efforts to invest in or in-license other technologies or product candidates;
hire additional clinical, quality control, medical, scientific, and other technical personnel to support our clinical operations;
expand our operational, financial and management systems and increase personnel to support our operations;
meet the requirements and demands of being a public company;
maintain, expand, and protect our intellectual property portfolio;
make milestone, royalty, or other payments due under various in-license or collaboration agreements;
seek regulatory approvals for any product candidates that successfully complete clinical trials; and
undertake any pre-commercialization activities to establish sales, marketing, and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on our own or jointly with third parties.
COVID-19 Pandemic and other geopolitical events
The COVID-19 pandemic, which was declared by the World Health Organization as a pandemic in March 2020 and has since 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 our business and operations are uncertain.
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In response to public health directives and orders and to help minimize the risk of the virus to employees, we have 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 our business, and delay our preclinical research and clinical trial activities and our development program timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. Specifically, we may not be able to fulfill enrollment expectations on our planned timeline or visit clinics to conduct on-site monitoring due to disruptions at our clinical trial sites. We are currently unable to predict when potential disruptions to our clinical programs resulting from the pandemic will resolve. Other impacts to our business may include temporary closures of our suppliers and disruptions or restrictions on our employees’ ability to travel. Any prolonged material disruption to our employees or suppliers could adversely impact our preclinical research and clinical trial activities, financial condition and results of operations, including our 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.
We are monitoring the continuing impact of the COVID-19 pandemic and the potential impact of the Russo-Ukrainian conflict on our business and consolidated financial statements. To date, we have not experienced any material business disruptions or incurred any impairment losses in the carrying values of our assets as a result of beingthese events and we are not aware of any specific related event or circumstance that would require us to revise our estimates reflected in the Q1 2022 Financial Statements.
Components of Operating Results
See Item 7.“Management's Discussion and Analysis of Financial Condition and Results of Operations - Components of Operating Results” in our 2021 Form 10-K, for a public company (for legal, financial reporting, accountingdiscussion of the nature of our revenue and auditing compliance),operating expense line items within our accompanying Condensed Consolidated Statements of Operations.
Results of Operations
The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:
For the three
months
Ended
March 31,
2022
For the three
months
Ended
March 31,
2021
Change
(In U.S. dollars)$$$%
Operating expenses:    
Research and development12,500,848 4,269,298 8,231,550 192.8 %
General and administrative3,807,942 1,464,692 2,343,250 160.0 %
Total operating expenses16,308,790 5,733,990 10,574,800 184.4 %
Loss from operations(16,308,790)(5,733,990)(10,574,800)184.4 %
Other income (expenses):  
Finance income (costs)47,973 (2,799)50,772 (1813.9)%
Foreign currency loss(31,641)(7,207)(24,434)339.0 %
Total other income (expenses)16,332 (10,006)26,338 (263.2)%
Loss before provision for income taxes(16,292,458)(5,743,996)(10,548,462)183.6 %
Provision for income taxes(88,116)(40,425)(47,691)118.0 %
Net loss(16,380,574)(5,784,421)(10,596,153)183.2 %
Research and Development
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The following table summarizes the components of research and development expense for the three months ended March 31, 2022 and 2021:
For the three
months
Ended
March 31,
2022
For the three
months
Ended
March 31,
2021
Change
(In U.S. dollars)$$$%
Salaries and benefits3,738,530 1,018,370 2,720,160 267.1 %
Sponsored research & product licenses750,000 922,287 (172,287)(18.7)%
Clinical trials4,729,141 1,793,779 2,935,362 163.6 %
Contract manufacturing2,709,583 363,093 2,346,490 646.3 %
Regulatory consulting65,373 171,769 (106,396)(61.9)%
Depreciation and overhead508,221  508,221 100.0 %
Total12,500,848 4,269,298 8,231,550 192.8 %

For the three months ended March 31, 2022 as well as expensescompared to the three months ended March 31, 2021, the increase in research and development expense was primarily due to increases in (a) costs incurred in clinical trials and contract manufacturing as we conductcontinue to increase the scale of our trials and operations, and (b) increased personnel costs as the Company continues to expand its research and development headcount. Although the Company does not currently track its research and development expenditures by product, it intends to begin tracking such expenditures by product in the near future.

General and administrative
For the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, the increase in general and administrative expenses was primarily due diligenceto increased (a) personnel costs as the Company continues to expand its finance, information technology, human resources and other administrative headcount, and (b) insurance, legal, professional and consulting services, as the Company continues to increase the scale of its operations.
Other Income (Expenses)
For the three months ended March 31, 2022, other income (expenses) consist primarily of (a) interest income earned on prospective Business Combination candidates.

the Company's cash and cash equivalents, partially offset by (b) a foreign exchange loss associated with foreign currency transactions primarily occurring within the Company’s Canadian subsidiary. For the three months ended March 31, 2021, we hadother expenses primarily consisted of (i) a netforeign exchange loss associated with foreign currency transactions primarily occurring within the Company’s Canadian subsidiary, and (ii) accretion expense related to the amortization of $1.4 million, which consists of operatingcapitalized transaction costs of $1.4 million, offset by interest income on marketable securities held in the Trust Account of $3,347.

connection with our previous mortgage payable.

Income Tax Expense
For the period from April 15, 2020 (inception)three months ended March 31, 2022 and 2021, income tax expense consisted primarily of taxes owing in Canada in relation to taxable income generated through December 31, 2020, we had a net lossmanagement and research and development services performed by the Canadian subsidiary of $0.3 million, which consists of formation and operating costs of $0.3 million, offset by interest income on marketable securities held in the Trust Account of $6,395.

Company.

Liquidity and Capital Resources

The accompanying financial statements

Sources of Liquidity and Capital
We have been prepared assumingincurred significant net losses since the Company’s inception and currently rely on the proceeds for the Business Combination to fund our operations. Operating losses and negative cash flows from operations and investing activities are expected to continue for the foreseeable future. As losses continue to be incurred, we are 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, 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 COVID-19, 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
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if our drug development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales.
Net losses totaled $16.4 million and $5.8 million for the three months ended March 31, 2022 and 2021, respectively.
On January 28, 2021, warrants for the purchase of common shares of POINT Biopharma Inc. were exercised resulting in net proceeds of $20.0 million. On March 8, 2021, we received cash proceeds of $0.5 million for a non-employee consultant’s exercise of stock options. On June 30, 2021, we received net proceeds of approximately $260.0 million in connection with the Business Combination consisting of proceeds of the PIPE Financing and the proceeds remaining in RACA’s trust account. We intend to use the net proceeds from these transactions for general corporate purposes, funding of development programs, payment of milestones pursuant to our license agreements, general and administrative expenses, licensing of additional product candidates and to support our working capital needs.
Future Funding Requirements
Our primary use of cash is to fund operating expenses, primarily related to our research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable, accrued expenses and prepaid expenses.
We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future. We will require additional capital to meet operational needs and capital requirements for clinical trials, other research and development expenditures, and business development activities. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical trials and preclinical studies.
Our future funding requirements will depend on many factors, including, but not limited to:
the scope, progress, results and costs of researching and developing our current product candidates, as well as other additional product candidates we may develop and pursue in the future;
the timing of, and the costs involved in, obtaining marketing approvals for our product candidates and any other additional product candidates we may develop and pursue in the future;
the number of future product candidates that we may pursue and their development requirements;
subject to receipt of regulatory approval, the costs of commercialization activities for our product candidates, to the extent such costs are not the responsibility of any future collaborators, including the costs and timing of establishing product sales, marketing, distribution, and manufacturing capabilities;
subject to receipt of regulatory approval, revenue, if any, received from commercial sales of our product candidates or any other additional product candidates we may develop and pursue in the future;
the achievement of milestones that trigger payments under our various license agreements;
the extent to which we in-license or acquire rights to other products, product candidates or technologies;
our ability to establish collaboration arrangements for the development of our product candidates on favorable terms, if at all;
our headcount growth and associated costs as we expand our research and development and establish a commercial infrastructure;
the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights, including enforcing and defending intellectual property related claims; and
the costs of operating as a public company.
As of March 31, 2022, we had cash and cash equivalents of approximately $227.4 million. We expect that our cash and equivalents are sufficient to fund our operating expenses and capital expenditure requirements into the first quarter of 2024. We have based this estimate on current assumptions that may change or prove to be wrong, and we could utilize our available capital resources sooner than we expect.
Until such time as we can generate substantial product revenue, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders' ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect rights of our stockholders. Debt financing and preferred equity financing, if available, may
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involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Going Concern
We assess and determine our ability to continue as a going concern in accordance with the provisions of ASC Topic 205-40, Presentation of Financial Statements—Going Concern. We have determined that the Company will continue as a going concern, which contemplates among other things, the realization of assets and satisfactionthe settlement of liabilities and commitments in the normal course of business. As
Working Capital
Working capital is defined as current assets less current liabilities.
The following table summarizes our total working capital and current assets and liabilities as of March 31, 2021, the Company had approximately $0.7 million2022 and December 31, 2021:
As of
March 31,
2022
As of
December 31,
2021
Change
(In U.S. dollars)$$$%
Current assets232,613,792 243,846,556 (11,232,764)(4.6)%
Current liabilities13,642,761 7,979,964 5,662,797 71.0 %
Total working capital218,971,031 235,866,592 (16,895,561)(7.2)%
The decrease in its operating bank account, approximately $10,000 in investment income held in the Trust Account available to pay franchise tax, and a working capital deficitas of approximately $5.1 million. Further,March 31, 2022, primarily reflects the Company has incurredoccurrence of (a) operating expenses, including, personnel costs and expects toresearch and development costs as we advance our clinical trials and continue to incur significant costsexpand our pipeline, and (b) cash used for capital expenditures for equipment and machinery used in pursuitour manufacturing facility in Indiana.
Cash Flows
The following table summarizes our sources and uses of its acquisition plans. 

Our liquiditycash for the three months ended March 31, 2022 and 2021:

For the three
months
Ended
March 31,
2022
For the three
months
Ended
March 31,
2021
Change
(In U.S. dollars)$$$%
Net cash flows used in operating activities(10,490,604)(10,966,896)476,292 (4.3)%
Net cash flows used in investing activities(940,931)(186,801)(754,130)403.7 %
Net cash flows provided by financing activities942 20,450,000 (20,449,058)(100.0)%
Net increase in cash and cash equivalents(11,430,593)9,296,303 (20,726,896)(223.0)%
Cash flows used in operating activities
Net cash flows used in operating activities represent the cash receipts and disbursements related to all of our activities other than investing and financing activities. We expect cash provided by financing activities will continue to be our primary source of funds to finance operating needs have been satisfied priorand capital expenditures for the foreseeable future.
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Cash used in operating activities was relatively flat for the three months ended March 31, 2022 compared to the completion ofthree months ended March 31, 2021 as we continue our Initial Public Offering through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to our Sponsor and a commitment from our Sponsor to loan us up to $300,000 to cover our expensesoperations in connection with our Initial Public Offering.

clinical trials and further the development of our pipeline, as described above.

Cash flows used in Investing Activities
For the three months ended March 31, 2022 and 2021, cash used in investing activities reflected $0.9 million and $0.2 million, respectively. The increase in cash used in investing activities relates to the increased capital expenditures for purchases in connection with our Indiana manufacturing facility.
Cash flows provided by Financing Activities
For the three months ended March 31, 2022, net cash provided by financing activities totaled $942, which consisted of the proceeds from (i) the saleexercise of stock options issued to a non-employee consultant. For the shares of Class A common stock in our Initial Public Offering, after deducting offering expenses of $0.6 million, underwriting commissions of $2.7 million (excluding deferred underwriting commissions of $4.8 million), and (ii) the sale of the Private Placement Shares for a purchase price of $4.7 million generated net proceeds of $137.1 million. $135.7 million was placed within the Trust Account, which includes the deferred underwriting commissions described above. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

As ofthree months ended March 31, 2021, we hadnet cash and cash equivalents of $0.7provided by financing activities totaled $20.5 million, outsidewhich consisted of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to andproceeds from the offices, plants or similar locationsexercise of prospective target businesses or their representatives or owners, review corporate documentswarrants and materialstock options, each as discussed above.

Contractual Obligations and Other Commitments
The Company in the normal course of business enters into various services and supply agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliateits clinical trials to ensure the supply of our Sponsor or certain of our officersproduct and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. Inproduct lines during the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1.5 million of such loans may be convertible into private placement shares at a price of $10.00 per share at the option of the lender. The terms of such loans, if any,Company’s clinical phase. These agreements often have not been determinedminimum purchase commitments and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Related Party Transactions

Founder Shares

On April 30, 2020, our Sponsor paid $25,000 in consideration for 2,875,000 shares (the "Founder Shares") of the Company's common stock, par value $0.0001 per share (the "common stock"). In June 2020, our Sponsor transferred 30,000 founder shares to each of Messrs. Grau, Gray and Lubner.

We filed an Amended and Restated Certificate of Incorporation on June 15, 2020, such that we are authorized to issue shares of Class B common stock. Pursuant to the amendment, the Founder Shares were converted into shares of Class B common stock. On July 8, 2020, we effected a 1:1.18 stock split of our Class B common stock, resulting in our sponsor holding an aggregate of 3,286,300 founder shares and there being an aggregate of 3,392,500 founder shares outstanding.


The Founder Shares will automatically convert into shares of Class A common stock at the time of our initial Business Combination and are subject to certain transfer restrictions, as described in Note 6 of our unaudited financial statements. Our Sponsor has agreed to forfeit up to 442,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 10, 2020, the underwriters exercised the over-allotment option in full; thus, these Founder Shares are no longer subject to forfeiture.

Our Sponsor, directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or Private Placement Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property.

Private Placement Shares

Concurrently with the closing of the Initial Public Offering, our Sponsor purchased 471,400 Private Placement Shares, at a price of $10.00 per share in a private placement for an aggregate purchase price of $4.7 million. The Private Placement Shares are identical to the shares of Class A common stock sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 1 of our unaudited financial statements.

The Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the Initial Business Combination.

Related Party Loans

On April 30, 2020, the Sponsor agreed to loan us an aggregate of up to $0.3 million to cover expenses related to the Initial Public Offering pursuant to a promissory note (the "Note"). In May 2020, we borrowed $0.3 million under the Note. The loan was non-interest bearing and the borrowings outstanding under the Note of $0.3 million were repaid in full in July 2020.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required ("Working Capital Loans"). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, we may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaidgenerally terminate upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Shares at a price of $10.00 per share.

Private Placement of Common Stock

The Sponsor has indicated an interest to purchase $25,000,000 of our common stock in a private placement that would occur concurrently with the consummation of the initial Business Combination. The funds from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess funds from such private placement would be used for working capital in the post-transaction company. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares.


Commitments and Contingencies

Registration Rights

Holders of the Founder Shares will be entitled to registration rights with respect to the Founder Shares and Private Placement Shares (in the case of the Founder Shares, only after conversion of such shares into shares of Class A common stock) pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial Public Offering. Holders of the Founder Shares and Private Placement Shares are entitled to certain demand and "piggyback" registration and stockholder rights. However, the registration and stockholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of the final prospectus relatingclinical trial. For additional information, see Note 11 to the Initial Public OfferingQ1 2022 Financial Statements.

For additional information related to purchase up to 1,770,000 additional shares of Class A common stock to cover over-allotments, if any, at $10.00 per share, less underwriting discounts and commissions. The underwriters exercised this option in full on July 10, 2020.

The underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $2.7 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per share, or approximately $4.8 million in the aggregate, will be payableour license agreements, please also see Note 11 to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payableQ1 2022 Financial Statements and Notes 12 and 13 to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements2021 Financial Statements.

Off-balance sheet arrangements
We do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements as definedor holdings in Item 303(a)(4)(ii) of Regulation S-K. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to asany variable interest entities,entities.

Critical Accounting Policies and Estimates
This management’s discussion and analysis of our financial condition and results of operations is based on our Q1 2022 Financial Statements, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.


Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to a deferred fee of $4.8 millionprepared in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformityaccordance with generally accepted accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Americathe 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.

The preparation of the Q1 2022 Financial Statements in conformity with GAAP requires managementus to make estimates, judgments and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,Q1 2022 Financial Statements and income andthe reported amounts of expenses during the periods reported.reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are 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 could materiallymay differ from those estimates. Wethese estimates under different assumptions or conditions.
There have identified the followingbeen no significant changes to our critical accounting policies:

Common Stock Subjectpolicies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2021 Form 10-K.

ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to Possible Redemption

We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilitiesoperations result primarily from Equity.” Common stock subject to mandatory redemption is classified as a liability instrumentinterest rate risk and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

Net Loss Per Common Share

We apply the two-class method in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the periods. Net loss per common share, basic and diluted for Class B non-redeemable common stock is calculated by dividing net loss less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class B non-redeemable common stock outstanding for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.


Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

foreign exchange risk. As of March 31, 2022, there were no material changes to our market risks from the information provided in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our 2021 we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares are held in the Trust Account invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ItemForm 10-K.

ITEM 4.Controls and Procedures.

– CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

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Table of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of ourContents
We maintain disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms,forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of March 31, 2022, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Chief Executive Officer and Chief Financial Officer have concluded that, based on the evaluation described above, as of March 31, 2022, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting

There

During the fiscal quarter ended March 31, 2022 we continued to (i) adopt, improve and maintain policies, processes and documentation procedures to improve the overall efficiency and accuracy of our financial reporting; and (ii) engage third-party consultants to review the design of our systems of internal control over financial reporting and to recommend improvements. As part of this process, during the fiscal quarter ended March 31, 2022, we successfully migrated to a new general ledger system to improve our internal control framework.
Except as disclosed above, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2021 covered by this Quarterly Report on Form 10-Q2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

24

PART II - OTHER INFORMATION

Item

ITEM 1.Legal Proceedings.

None.

Item – LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
ITEM 1A. Risk Factors.

– RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks and uncertainties described in our 2021 Form 10-K. If any of these risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operation.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factorsrisks and uncertainties disclosed in our Annual Report onthe 2021 Form 10-K for the year ended December 31, 2020 filed with the SEC on March 4, 2021, except we10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.


Item

ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities and Use
We did not have any unregistered sales of Proceeds from Registeredequity securities during the quarter ended March 31, 2022.

Issuer Purchases of Equity Securities

On July 10, 2020, we consummated the Initial Public Offering of 13,570,000 shares of Class A common stock, including the issuance of 1,770,000 shares as a result of the underwriters’ exercise in full of their over-allotment option. The Class A common stock was sold at a price of $10.00 per share, generating total gross proceeds of $135.7 million. Jefferies LLC acted as the sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-239196). The Securities and Exchange Commission declared the registration statements effective on July 7, 2020. Our shares of Class A common stock began trading on The Nasdaq Capital Market under the ticker symbol “RACA” on July 8, 2020.

Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 471,400 shares of Class A common stock at a purchase price of $10.00 per Private Placement Share, to our Sponsor, generating gross proceeds to us of approximately $4.7 million. The Private Placement Shares are identical to the Class A Common Stock sold in the Initial Public Offering, except that, so long as they are held by the Sponsor and their permitted transferees: (i) they may

We did not subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until the earlier of (A) one year after the completionrepurchase any of our initial Business Combination or (B) subsequent to our initial Business Combination,equity securities during the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, and (ii) they are entitled to registration rights. Additionally, if the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, the Private Placement Shares will be released from the lock-up. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with (i) the consummation of our initial Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of the shares of Class A common stock sold in our Initial Public Offering if we have not consummated a Business Combination within 24 months of the closing of our Initial Public Offering or with respect to any other material provisions relating to our stockholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by us to purchase the Initial Public Offering shares (although the Sponsor, shall be entitled to redemption and liquidation rights with respect to any Initial Public Offering shares it holds if the we fail to consummate a Business Combination within 24 months of the closing of the IPO).

A total of $135.7 million, comprised of the proceeds from the Initial Public Offering and the sale of the Private Placement Shares, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

We paid a total of $2.7 million in underwriting discounts and commissions and $0.6 million for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $4.7 million in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Itemquarter ended March 31, 2022.

ITEM 3.Defaults Upon Senior Securities.

– DEFAULTS UPON SENIOR SECURITIES

None.


Item

ITEM 4. Mine Safety Disclosures.

    MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.    OTHER INFORMATION.
None.
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Table of ContentsItem 5. Other Information.

None.

Item

ITEM 6. Exhibits.

    EXHIBITS.
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Index

Exhibit

Number

Description
Exhibit
Number
Description
1.13.1
3.12nd Amended and Restated Certificate of Incorporation (Incorporatedof POINT Biopharma Global Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed by the Company on July 10, 2020)1, 2021).
3.2
Investment Management Trust Agreement, dated July 7, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (IncorporatedBy-laws of POINT Biopharma Global Inc. (incorporated by reference to Exhibit 10.13.2 to the Registrant’s Current Report on Form 8-K filed by the Company on July 10, 2020)1, 2021).
31.1*
10.2Registration and Stockholder Rights Agreement, dated July 7, 2020, by and among the Company, Therapeutics Acquisition Holdings, LLC and the other holders party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 10, 2020).
10.3Private Placement Class A Common Stock Purchase Agreement, dated July 7, 2020 by and among the Company and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 10, 2020).
10.4Private Placement Class A Common Stock Purchase Agreement, dated July 8, 2020 by and among the Company and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 10, 2020).
10.5Letter Agreement, dated July 7, 2020, by and among the Company, its officers, its directors and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 10, 2020).
31.1
31.2*
31.2
32*
32.1
32.2Certification ofand Chief Financial Officer Pursuantpursuant to 18 U.S.C. Section  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Rule 13a-14(b) or Rule 15d-14(b).
101.INS*
101.INSXBRL Instance Document
101.SCH*
101.SCHXBRL Taxonomy Extension Schema Document
101.CAL*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PRE*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*    Filed herewith.

#    Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
26

Table of ContentsSIGNATURE

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereuntothereunto duly authorized on this 29th day of April, 2021.

authorized.
THERAPEUTICS ACQUISITION CORP.
POINT BIOPHARMA GLOBAL INC.
Date: May 13, 2022By:/s/ Matthew Hammond
Name: Matthew Hammond
Title:By:/s/Joe McCann.
Dr. Joe McCann, Ph.D.
Chief Executive Officer
(Principal Executive Officer)
By:/s/Bill Demers
Bill Demers
Chief Financial Officer
(Principal Financial Officer)


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