Kadmon Holdings, Inc.

Form 10-Q

Table of Contents


		Page
PART I – Financial Information
Item 1	Consolidated financial statements:	45
	Consolidated balance sheets as of ~~March, 31,~~June 30, 2019 (unaudited) and December 31, 2018	45
	Consolidated statements of operations for the three and six months ended ~~March 31,~~June 30, 2019 and 2018 (unaudited)	56
	Consolidated statements of stockholders’ equity for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~(unaudited)~~ and the year ended December 31, 2018 (unaudited)	67
	Consolidated statements of cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018 (unaudited)	78
	Notes to consolidated financial statements (unaudited)	89
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3234
Item 4	Controls and Procedures	3234

PART II – Other Information
Item 1	Legal Proceedings	3235
Item 1A	Risk Factors	3235
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3335
Item 3	Defaults Upon Senior Securities	3335
Item 4	Mine Safety Disclosures	3335
Item 5	Other Information	3335
Item 6	Exhibits	3335

Signatures		3537

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

the initiation, timing, progress and results of our preclinical studies and clinical trials, and our research and development programs;

our ability to advance product candidates into, and successfully complete, clinical trials;

our reliance on the success of our product candidates;

the timing or likelihood of regulatory filings and approvals;

our ability to expand our sales and marketing capabilities;

the commercialization, ~~of our product candidates, if approved;~~

~~the~~ pricing and reimbursement of our product candidates, if approved;

the implementation of our business model, strategic plans for our business, product candidates and technology;

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights and proprietary technology of third parties;

cost associated with defending or enforcing, if any, intellectual property infringement, misappropriation or

other intellectual property violation, product liability and other claims;

regulatory and governmental policy developments in the United States, Europe and other jurisdictions;

estimates of our expenses, future revenues, capital requirements and our needs for additional financing;

the potential benefits of strategic collaboration agreements and our ability to enter into strategic arrangements;

our ability to maintain and establish collaborations or obtain additional grant funding;

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

developments relating to our competitors and our industry, including competing therapies;

our ability to effectively manage our anticipated growth;

our ability to attract and retain qualified employees and key personnel;

our ability to achieve cost savings and benefits from our efforts to streamline our operations and to not harm our business with such efforts;

our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups ~~Act (JOBS Act);~~Act;

statements regarding future revenue, hiring plans, expenses, capital expenditures, capital requirements and share performance;

litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes or settlements not covered by insurance;

our expected use of cash and cash equivalents and other sources of liquidity;

our ability to repay, amend or refinance our credit agreement with Perceptive Credit Opportunities Fund, L.P., as amended, due July 1, 2020 (“the 2015 Credit ~~Agreement due July 1, 2020;~~Agreement”);

the future trading price of ~~the~~ shares of our common stock and impact of securities analysts’ reports on these prices;

the future trading price of our investments and our potential inability to sell those securities;

our ability to apply unused federal and state net operating loss carryforwards against future taxable income; and

other risks and uncertainties, including those listed ~~under the caption “Risk Factors.”~~in this report and in our most recent Annual Report on Form 10-K.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions, and we may not actually achieve the plans, intentions or expectations included in our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

Table of Contents

PART I. FINANCIAL INFORMATION

Kadmon Holdings, Inc.

Consolidated balance sheets

(in thousands, except share amounts)



	March 31,		December 31,		June 30,		December 31,
	2019		2018		2019		2018
	(unaudited)				(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	99,358	$	94,740	$	86,182	$	94,740
Accounts receivable, net		1,501		1,690		699		1,690
Inventories, net		936		925		228		925
Prepaid expenses and other current assets		1,969		1,581		1,449		1,581
Total current assets		103,764		98,936		88,558		98,936
Fixed assets, net		3,566		3,654		3,160		3,654
Right of use lease asset		22,006		—		21,231		—
Goodwill		3,580		3,580		3,580		3,580
Restricted cash		2,116		2,116		2,116		2,116
Investment, equity securities		60,903		34,075		95,013		34,075
Investment, at cost		2,300		2,300		2,300		2,300
Total assets	$	198,235	$	144,661	$	215,958	$	144,661

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	8,657	$	9,986	$	6,892	$	9,986
Accrued expenses		11,280		13,508		13,967		13,508
Lease liability - current		3,742		—		3,825		—
Fair market value of financial instruments		748		524		468		524
Secured term debt – current		2,250		—		4,500		—
Total current liabilities		26,677		24,018		29,652		24,018
Lease liability - noncurrent		22,610		—		21,666		—
Deferred rent		—		4,290		—		4,290
Deferred tax liability		415		415		415		415
Other long term liabilities		—		47		—		47
Secured term debt – net of current portion and discount		25,325		27,480		23,168		27,480
Total liabilities		75,027		56,250		74,901		56,250
Commitments and contingencies (Note 15 and 16)
Commitments and contingencies (Notes 15 and 16)
Stockholders’ equity:
Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2019 and December 31, 2018; 30,000 shares issued and outstanding at March 31, 2019 and December 31, 2018		42,746		42,231
Common Stock, $0.001 par value; 200,000,000 shares authorized at March 31, 2019 and December 31, 2018; 126,909,522 and 113,130,817 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		127		113
Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2019 and December 31, 2018; 28,708 and 30,000 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively						41,398		42,231
Common stock, $0.001 par value; 400,000,000 and 200,000,000 shares authorized at June 30, 2019 and December 31, 2018, respectively; 129,634,540 and 113,130,817 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively						130		113
Additional paid-in capital		346,901		315,710		357,443		315,710
Accumulated deficit		(266,566)		(269,643)		(257,914)		(269,643)
Total stockholders’ equity		123,208		88,411		141,057		88,411
Total liabilities and stockholders’ equity	$	198,235	$	144,661	$	215,958	$	144,661



	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2019		2018		2019		2018		2019		2018
Revenues
Revenues:
Net sales	$	67	$	274	$	47	$	161	$	114	$	435
Other revenue		174		159		179		198		353		357
Total revenue		241		433		226		359		467		792
Cost of sales		31		199		45		103		76		302
Write-down of inventory		—		147		932		98		932		245
Gross profit		210		87		(751)		158		(541)		245
Operating expenses:
Research and development		14,991		9,780		15,108		10,178		30,099		19,958
Selling, general and administrative		7,946		8,250		8,981		8,812		16,927		17,062
Total operating expenses		22,937		18,030		24,089		18,990		47,026		37,020
Loss from operations		(22,727)		(17,943)		(24,840)		(18,832)		(47,567)		(36,775)
Other (income) expense:
Other income (expense):
Interest income		(656)		(69)		548		139		1,204		208
Interest expense		932		1,465		(936)		(1,338)		(1,868)		(2,803)
Change in fair value of financial instruments		224		(141)		280		463		56		604
Loss on equity method investment		—		1,242		—		—		—		(1,242)
Unrealized gain on equity securities		(26,828)		—		34,110		40,508		60,938		40,508
Other expense		9		1
Total other (income) expense		(26,319)		2,498
Income (loss) before income tax expense		3,592		(20,441)
Income tax expense		—		—
Net income (loss)	$	3,592	$	(20,441)
Other (expense) income						(2)		3		(11)		2
Total other income						34,000		39,775		60,319		37,277
Income before income tax benefit						9,160		20,943		12,752		502
Income tax benefit						—		562		—		562
Net income					$	9,160	$	21,505	$	12,752	$	1,064
Deemed dividend on convertible preferred stock		515		490		508		491		1,023		981
Net income (loss) attributable to common stockholders	$	3,077	$	(20,931)
Net income attributable to common stockholders					$	8,652	$	21,014	$	11,729	$	83

Basic net income (loss) per share of common stock	$	0.02	$	(0.27)
Diluted net income (loss) per share of common stock	$	0.02	$	(0.27)
Basic net income per share of common stock					$	0.07	$	0.25	$	0.09	$	0.00
Diluted net income per share of common stock					$	0.07	$	0.24	$	0.09	$	0.00
Weighted average basic shares of common stock outstanding		126,330,788		78,650,143		129,080,221		85,004,107		127,713,099		81,844,677
Weighted average diluted shares of common stock outstanding		126,406,039		78,650,143		129,090,983		90,164,248		127,750,765		82,216,399


	Preferred stock			Common stock			Additional paid-in		Accumulated				Preferred stock			Common stock			Additional paid-in		Accumulated
	Shares	Amount		Shares	Amount		capital		Deficit		Total		Shares	Amount		Shares	Amount		capital		Deficit		Total
Balance, December 31, 2017	30,000	$	40,220	78,643,954	$	79	$	198,856	$	(237,397)	$	1,758	30,000	$	40,220	78,643,954	$	79	$	198,856	$	(237,397)	$	1,758
Share-based compensation expense	—		—	—		—		2,572		—		2,572	—		—	—		—		2,572		—		2,572
Common stock issued for warrant exercises	—		—	8,195		—		26		—		26	—		—	8,195		—		26		—		26
Cumulative effect of change in accounting principle - ASC 606 adoption	—		—	—		—		—		24,017		24,017	—		—	—		—		—		24,017		24,017
Beneficial conversion feature on convertible preferred stock	—		98	—		—		—		(98)		—	—		98	—		—		—		(98)		—
Accretion of dividends on convertible preferred stock	—		392	—		—		—		(392)		—	—		392	—		—		—		(392)		—
Net loss	—		—	—		—		—		(20,441)		(20,441)	—		—	—		—		—		(20,441)		(20,441)
Balance, March 31, 2018	30,000	$	40,710	78,652,149	$	79	$	201,454	$	(234,311)	$	7,932	30,000	$	40,710	78,652,149	$	79	$	201,454	$	(234,311)	$	7,932
Share-based compensation expense	—		—	—		—		3,023		—		3,023	—		—	—		—		3,023		—		3,023
Common stock issued in public offering, net	—		—	34,303,030		34		105,727		—		105,761	—		—	34,303,030		34		105,727		—		105,761
Common stock issued for warrant exercises	—		—	123,639		—		562		—		562	—		—	123,639		—		562		—		562
Common stock issued under ESPP plan	—		—	22,958		—		65		—		65	—		—	22,958		—		65		—		65
Beneficial conversion feature on convertible preferred stock	—		98	—		—		—		(98)		—	—		98	—		—		—		(98)		—
Accretion of dividends on convertible preferred stock	—		393	—		—		—		(393)		—	—		393	—		—		—		(393)		—
Net income	—		—	—		—		—		21,505		21,505	—		—	—		—		—		21,505		21,505
Balance, June 30, 2018	30,000	$	41,201	113,101,776	$	113	$	310,831	$	(213,297)	$	138,848	30,000	$	41,201	113,101,776	$	113	$	310,831	$	(213,297)	$	138,848
Share-based compensation expense	—		—	—		—		2,833		—		2,833	—		—	—		—		2,833		—		2,833
Beneficial conversion feature on convertible preferred stock	—		103	—		—		—		(103)		—	—		103	—		—		—		(103)		—
Accretion of dividends on convertible preferred stock	—		412	—		—		—		(412)		—	—		412	—		—		—		(412)		—
Net loss	—		—	—		—		—		(13,799)		(13,799)	—		—	—		—		—		(13,799)		(13,799)
Balance, September 30, 2018	30,000	$	41,716	113,101,776	$	113	$	313,664	$	(227,611)	$	127,882	30,000	$	41,716	113,101,776	$	113	$	313,664	$	(227,611)	$	127,882
Share-based compensation expense	—		—	—		—		1,963		—		1,963	—		—	—		—		1,963		—		1,963
Common stock issued under ESPP plan	—		—	29,041		—		83		—		83	—		—	29,041		—		83		—		83
Beneficial conversion feature on convertible preferred stock	—		103	—		—		—		(103)		—	—		103	—		—		—		(103)		—
Accretion of dividends on convertible preferred stock	—		412	—		—		—		(412)		—	—		412	—		—		—		(412)		—
Net loss	—		—	—		—		—		(41,517)		(41,517)	—		—	—		—		—		(41,517)		(41,517)
Balance, December 31, 2018	30,000	$	42,231	113,130,817	$	113	$	315,710	$	(269,643)	$	88,411	30,000	$	42,231	113,130,817	$	113	$	315,710	$	(269,643)	$	88,411
Share-based compensation expense	—		—	—		—		2,156		—		2,156	—		—	—		—		2,156		—		2,156
Common stock issued in public offering, net	—		—	13,778,705		14		29,035		—		29,049	—		—	13,778,705		14		29,035		—		29,049
Beneficial conversion feature on convertible preferred stock	—		103	—		—		—		(103)		—	—		103	—		—		—		(103)		—
Accretion of dividends on convertible preferred stock	—		412	—		—		—		(412)		—	—		412	—		—		—		(412)		—
Net income	—		—	—		—		—		3,592		3,592	—		—	—		—		—		3,592		3,592
Balance, March 31, 2019	30,000	$	42,746	126,909,522	$	127	$	346,901	$	(266,566)	$	123,208	30,000	$	42,746	126,909,522	$	127	$	346,901	$	(266,566)	$	123,208
Share-based compensation expense													—		—	—		—		1,969		—		1,969
Common stock issued in public offering, net													—		—	2,538,100		3		6,644		—		6,647
Common stock issued under ESPP plan													—		—	32,273		—		73		—		73
Beneficial conversion feature on convertible preferred stock													—		102	—		—		—		(102)		—
Accretion of dividends on convertible preferred stock													—		406	—		—		—		(406)		—
Common stock issued upon conversion of convertible preferred stock													(1,292)		(1,856)	154,645		—		1,856		—		—
Net income													—		—	—		—		—		9,160		9,160
Balance, June 30, 2019													28,708	$	41,398	129,634,540	$	130	$	357,443	$	(257,914)	$	141,057


	Three Months Ended				Six Months Ended
	March 31,				June 30,
	2019		2018		2019		2018
Cash flows from operating activities:
Net income (loss)	$	3,592	$	(20,441)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net income					$	12,752	$	1,064
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets		467		349		907		702
Amortization of right of use lease asset		818		—		1,648		—
Write-down of inventory		—		147		932		245
Amortization of deferred financing costs		—		127		—		228
Amortization of debt discount		95		575		188		1,030
Amortization of debt premium		—		(188)		—		(345)
Share-based compensation		2,156		2,572		4,125		5,595
Change in fair value of financial instruments		224		(141)		(56)		(604)
Loss on equity method investment		—		1,242		—		1,242
Unrealized gain on equity securities		(26,828)		—		(60,938)		(40,508)
Deferred tax liability						—		(562)
Changes in operating assets and liabilities:
Accounts receivable, net		189		643		991		652
Inventories, net		(11)		(412)		(235)		(709)
Prepaid expenses and other assets		(388)		(424)		132		(499)
Accounts payable		(1,311)		285		(2,995)		(2,092)
Lease liability		(908)		—		(1,824)		—
Accrued expenses, other liabilities and deferred rent		(2,228)		(1,443)		459		(784)
Net cash used in operating activities		(24,133)		(17,109)		(43,914)		(35,345)

Cash flows from investing activities:
Purchases of fixed assets		(298)		(127)		(413)		(528)
Net cash used in investing activities		(298)		(127)		(413)		(528)

Cash flows from financing activities:
Proceeds from issuance of common stock, net		29,049		—		35,696		105,761
Principal payments on secured term debt		—		(1,140)		—		(6,574)
Proceeds from issuance of ESPP shares						73		65
Proceeds from exercise of warrants		—		26		—		574
Net cash provided by (used in) financing activities		29,049		(1,114)
Net cash provided by financing activities						35,769		99,826
Net increase (decrease) in cash, cash equivalents and restricted cash		4,618		(18,350)		(8,558)		63,953
Cash, cash equivalents and restricted cash, beginning of period		96,856		69,633		96,856		69,633
Cash, cash equivalents and restricted cash, end of period	$	101,474	$	51,283	$	88,298	$	133,586

Components of cash, cash equivalents, and restricted cash
Components of cash, cash equivalents and restricted cash
Cash and cash equivalents		99,358		49,167		86,182		131,470
Restricted cash		2,116		2,116		2,116		2,116
Total cash, cash equivalents, and restricted cash		101,474		51,283
Total cash, cash equivalents and restricted cash						88,298		133,586

Supplemental cash flow disclosures:
Cash paid for interest	$	836	$	961	$	1,678	$	1,899
Non-cash investing and financing activities:
Beneficial conversion feature on convertible preferred stock		103		98		205		196
Accretion of dividends on convertible preferred stock		412		392		818		785
Unpaid fixed asset additions		81		—		—		115
Operating lease liabilities arising from obtaining right-of-use assets		31		—		85		—
Cumulative effect of change in accounting principle - ASC 842 adoption		27,083		—		27,083		—
Cumulative effect of change in accounting principle - ASC 606 adoption		—		24,017		—		24,017
Common stock issued upon conversion of convertible preferred stock						1,856		—

Table of Contents

Kadmon Holdings, Inc.

Notes to consolidated financial statements (unaudited)

1. Organization

Nature of Business

Kadmon Holdings, Inc. (together with its subsidiaries, “Kadmon” or “Company”) is a fully integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address disease areas of significant unmet medical needs, with a near-term clinical focus on inflammatory and fibrotic diseases as well as immuno-oncology. The Company leverages its multi-disciplinary research and clinical development team members to identify and pursue a diverse portfolio of novel product candidates, both through in-licensing products and employing its small molecule and biologics platforms. By retaining global commercial rights to its lead product candidates, the Company believes that it has the ability to develop these candidates while maintaining flexibility for commercial and licensing arrangements. The Company expects to continue to progress its clinical candidates and have further clinical trial events ~~throughout 2019.~~in the second half of 2019 and in 2020.

Liquidity

The Company maintained cash and cash equivalents of ~~$99.4~~$86.2 million at ~~March 31,~~June 30, 2019. The Company had an accumulated deficit of ~~$266.6~~$257.9 million and working capital of ~~$77.1~~$58.9 million at ~~March 31,~~June 30, 2019. The Company entered into a Sales Agreement with Cantor Fitzgerald & Co. in August 2017 under which the Company may sell up to $40.0 million in shares of its common stock in one or more placements at prevailing market prices for its common stock (the “ATM Offering”). Any such sales would be effected pursuant to the Company’s registration statement on Form S-3 (File No. 333-222364), declared effective by the Securities Exchange Commission (“SEC”) on January 10, 2018. As of December 31, 2018, the Company had not sold any shares of common stock ~~under~~through the ATM Offering. In January 2019, the Company sold 13,778,705 shares of common stock at a weighted average price of $2.17 per share through the ATM Offering and received total gross proceeds of $29.9 million ($29.0 million net of $0.9 million of commissions payable by the Company). In April 2019, the Company sold 2,538,100 shares of common stock at a price of $2.70 per share through the ATM Offering and received total gross proceeds of $6.9 million ($6.7 million net of $0.2 million of commissions payable by the Company) ~~(Note 19)~~. The Company’s existing cash and cash equivalents are expected to enable it to advance its ~~planned~~ Phase 2 clinical studies ~~for~~of KD025 and advance certain of its other pipeline product candidates and provide for other working capital purposes.

Management’s plans include continuing to finance operations through the issuance of additional equity securities, monetization of assets and expanding the Company’s commercial portfolio through the development of ~~the~~its current pipeline or through strategic collaborations. Any transactions ~~which~~that occur may contain covenants that restrict the ability of management to operate the business or may have rights, preferences or privileges senior to the Company’s common stock and may dilute current stockholders of the Company.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has been dependent on funding operations through the issuance of debt and sale of equity securities. Since inception, the Company has experienced significant loses and incurred negative cash flows from operations. The Company expects to incur further losses over the next several years as it develops its business. The Company has spent, and expects to continue to spend, a substantial amount of funds in connection with implementing its business strategy, including its planned product development efforts, preparation for its planned clinical trials, performance of clinical trials and its research and discovery efforts.

The Company’s cash and cash equivalents are not expected to be sufficient to enable the Company to meet its long-term expected plans, including commercialization of clinical pipeline products, if approved, or initiation or completion of future registrational studies. The Company has no current commitments for ~~any~~ additional financing and may not be successful in its efforts to raise additional funds or achieve profitable operations, and there can be no assurance that additional financing will be available to the Company on commercially acceptable terms or at all. Any amounts raised will be used for further development of the Company’s product candidates, for marketing and promotion, to secure additional property and equipment and for other working capital purposes.

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If the Company is unable to obtain additional capital, its long-term business plan may not be accomplished and the Company may be forced to curtail or cease operations. Further, the 2015 Credit Agreement contains certain developmental milestones, ~~that must be achieved by December 31, 2019, which are considered to be outside of the Company’s control,~~ as well as a minimum liquidity covenant. ~~As such, if achievement of the developmental~~The Company’s failure to achieve these milestones ~~does not occur~~ as anticipated by December 31, 2019 or ~~the Company violates~~its violation of its minimum liquidity covenant would constitute an event of default under the 2015 Credit Agreement. Upon an event of default, the Lender may terminate the commitments under the 2015 Credit Agreement and declare the loans then outstanding under the 2015 Credit Agreement to be due and payable in whole or in part, together with any applicable fees and accrued interest thereon. The Company considers some of these developmental milestones to be outside of its control. As a result, if an event of default arises under the Credit Agreement, the Company may need to use cash and cash equivalents on hand to fund certain repayment commitments ~~as any such non-compliance could,~~ under ~~the remedies set forth in~~ the 2015 Credit Agreement, trigger a termination of the Commitments (as defined in the 2015 Credit Agreement) or a declaration by the Lender that the Loan (as defined in the 2015 Credit Agreement) be due and payable in whole or part, together with any applicable fees and/or interest thereon. Agreement.

These factors individually and collectively continue to raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company operates in one segment considering the nature of the Company’s products and services, class of customers, methods used to distribute ~~the~~its products and the regulatory environment in which the Company operates.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with GAAP. The consolidated financial statements include the accounts of Kadmon Holdings, Inc. and its domestic and international subsidiaries, all of which are wholly ~~owned.~~owned by Kadmon Holdings, Inc.

Interim Financial Statements

The accompanying financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by ~~generally accepted accounting principles~~GAAP for complete financial statements. In ~~our~~the Company’s opinion, the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and six months ended ~~March 31,~~June 30, 2019 are not necessarily indicative of the final results that may be expected for the year ~~ended~~ending December 31, 2019. These unaudited financial statements should be read in conjunction with the audited financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.

Critical Accounting Policies

The Company’s significant accounting policies are disclosed in the audited financial statements included in Item 8 of the Company’s Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, 2018. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies, other than those described below.

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Accounting for Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 02, “Leases” (“ASC 842”) to enhance the transparency and comparability of financial reporting related to leasing arrangements. Under this new lease standard, most leases are required to be recognized on the balance sheet as right-of-use (“ROU”) assets and lease liabilities. Disclosure requirements have been enhanced with the objective of enabling financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. Prior to January 1, 2019, GAAP did not require lessees to recognize assets and liabilities related to operating leases on the balance sheet. The new standard establishes a ~~right-of-use~~ROU model ~~(“ROU”)~~ that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the ~~income~~ statement of operations as well as the reduction of the right of use asset. The Company has adopted the standard effective January 1, 2019 and has chosen to use the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’, which allow usit to not reassess (i) whether existing or expired arrangements contain a lease, (ii) the lease classification of existing or expired leases, or (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply (i) the practical expedient, which allows usit to not separate lease and non-lease components, for new leases entered into after adoption and (ii) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. In preparation for adoption of the standard, the Company implemented internal controls to enable the preparation of financial information including the assessment of the impact of the standard. For the impact to the Company’s consolidated financial statement upon adoption of the new leasing standard, see Note 8 to ~~our~~the unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding ~~right-of-use~~ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As of the ASC 842 effective date, the Company’s incremental borrowing rate ~~ranges~~ranged from approximately 4.0%-5.6% based on the remaining lease term of the applicable leases.

The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis.

Revenue Recognition

The Company adopted FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption– i.e. by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of ~~stockholders~~stockholders’ equity at January 1, 2018. The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

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Disaggregation of Revenue

The following table summarizes revenue from contracts with customers for the three and six months ended ~~March 31,~~June 30, 2019 and 2018:



					Three Months Ended				Six Months Ended
	Three Months Ended		Three Months Ended		June 30,				June 30,
	March 31, 2019		March 31, 2018		2019		2018		2019		2018
Product sales	$	67	$	274	$	47	$	161	$	114	$	435
Other revenue		174		159		179		198		353		357
Total revenue	$	241	$	433	$	226	$	359	$	467	$	792

The Company markets and distributes a portfolio of products, including ribavirin and tetrabenazine. These contracts typically include a single promise to deliver a fixed amount of product to the customer with payment due within 30 days of shipment. Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods.

As is typical in the pharmaceutical industry, gross product sales are subject to a variety of deductions, primarily representing rebates, chargebacks, returns and discounts to government agencies, wholesalers and managed care organizations. These deductions represent management’s best estimates of the related reserves and, as such, judgment is required when estimating the impact of these sales deductions on gross sales for a reporting period. If estimates are not representative of the actual future settlement, results could be materially affected.

~~The other~~Other revenue generated by the Company is primarily related to a transition services agreement and sublease agreement with MeiraGTx Holdings plc (“MeiraGTx”) (Note 11). The Company performed various professional services under a transition services agreement ~~(“TSA”~~(the “TSA”) that supported MeiraGTx until the expiration of the ~~agreement~~TSA in April 2018. The Company continues to provide office space to MeiraGTx under a sublease agreement. The Company recognizes revenue related to transition services and sublease agreements as they are performed.

The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. A receivable is recognized in the period ~~we deliver~~the Company delivers goods or ~~provide~~provides services or when ~~our~~its right to consideration is unconditional. The Company has not recognized any assets for costs to obtain or fulfill a contract with a customer as of ~~March 31,~~June 30, 2019.

ASC 606 requires that the Company disclose the aggregate amount of a transaction price that is allocated to performance obligations that have not yet been satisfied as of ~~March 31,~~June 30, 2019. The guidance provides certain practical expedients that limit this requirement. The Company has various contracts that meet the following practical expedients provided by ASC 606:

1. The performance obligation is part of a contract that has an original expected duration of one year or less.

2. Revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer.

3. The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

The Company does not have any performance obligations that have not yet been satisfied as of ~~March 31,~~June 30, 2019 and therefore there is no transaction price allocated to future performance obligations under ASC 606.

In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606”, which requires transactions in collaborative arrangements to be accounted for under ASC 606 if the counterparty is a customer for a good or service (or bundle of goods and services) that is a distinct unit of account. The ~~amendments~~ASU also ~~preclude~~precludes entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The ASU is effective for annual or interim periods beginning after December 15, 2019. Early adoption is permitted for entities that have adopted ASC 606. The Company is evaluating the impact of adopting this standard.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)”, which requires customers in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to capitalize as assets. This ASU is effective for annual or any interim periods beginning after December 15, 2019. The Company does not expect the standard to have a significant impact on its consolidated financial statements, as the Company’s cloud computing contracts are not material.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation”, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from ~~nonemployees, except for~~non-employees, subject to specific exceptions. This ASU is effective for annual or any interim periods beginning after December 15, 2018. The Company adopted this standard on January 1, 2019, which did not have a significant impact on its consolidated financial statements as the fair value of the Company’s awards to ~~nonemployees~~non-employees is ~~immaterial.~~not material.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other”, which simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead of performing Step 2 to determine the amount of an impairment charge, the fair value of a reporting unit will be compared with its carrying amount and an impairment charge will be recognized for the value by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the standard to have a significant impact on its consolidated financial statements.

The Company had ~~30,000~~28,708 shares of 5% convertible preferred stock outstanding at ~~March 31,~~June 30, 2019, which ~~converts~~shares convert into shares of the Company’s common stock at a 20% discount to the initial public offering price per share of common stock in the Company’s initial public offering ~~(“IPO”~~(the “IPO”) of $12.00 per share. In May 2019, the holder of 1,292 shares of 5% convertible preferred stock exercised its right to convert such shares into 154,645 shares of the Company’s common stock. The Company accrued dividends on the 5% convertible preferred stock of $0.4 million and $0.8 million during ~~each of~~ the three and six months ended ~~March 31,~~June 30, 2019 and ~~2018.~~2018, respectively. The Company calculated a deemed dividend of $0.1 million on the $0.4 million of accrued dividends during each of the three months ended ~~March 31,~~June 30, 2019 and 2018, and $0.2 million on the $0.8 million of accrued dividends during each of the six months ended June 30, 2019 and 2018, which is a beneficial conversion feature. The stated liquidation preference amount on the 5% convertible preferred stock totaled ~~$33.0~~$33.1 million at ~~March 31,~~June 30, 2019.

The Company’s restated certificate of incorporation authorizes the issuance of up to ~~200,000,000~~400,000,000 shares of the Company’s common stock, par value $0.001 per share.

Basic net income ~~(loss)~~ attributable to common stockholders per share is computed by dividing the net income ~~(loss)~~ attributable to common stockholders by the ~~weighted-average~~weighted average number of common shares outstanding for the period. Shares issued during the period are weighted for the portion of the period ~~that~~during which they were outstanding. Because the Company has reported a net loss for the three months ended March 31, 2018, diluted net loss per common share is the same as basic net loss per common share for that period. For the three months ended March 31, 2019, dilutedDiluted net income per share is calculated in a manner consistent with ~~that of~~ basic net income per share while giving effect to all potentially dilutive common shares that were outstanding during the period. The following table summarizes the computation of basic and diluted net income ~~(loss)~~ per share attributable to common stockholders of the Company (in thousands, except share and per share amounts):

Three Months Ended

March 31,

2019

2018
Numerator – basic and diluted:

Net income (loss) available to common stockholders - basic and diluted

$
3,077

$
(20,931)

Denominator – basic and diluted:

Weighted average common shares outstanding used to compute basic net income (loss) per share

126,330,788

78,650,143
Effect of dilution:

Options to purchase common stock

75,251

—
Weighted average common shares outstanding used to compute diluted net income (loss) per share

126,406,039

78,650,143

Net income (loss) per share, basic

$
0.02

$
(0.27)
Net income (loss) per share, diluted

$
0.02

$
(0.27)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019			2018
Numerator – basic and diluted:
Net income available to common stockholders - basic	$	8,652	$	21,014	$	11,729		83
Effect of dilution:
Warrants to purchase common stock		—		(179)		—		—
Convertible preferred stock		—		491		—		—
Net income available to common stockholders - basic and diluted	$	8,652	$	21,326	$	11,729	$	83

Denominator – basic and diluted:
Weighted average common shares outstanding used to compute basic net income per share		129,080,221		85,004,107		127,713,099		81,844,677
Effect of dilution:
Options to purchase common stock		10,762		152,400		37,666		257,297
Stock appreciation rights		—		69,333		—		114,425
Warrants to purchase common stock		—		1,504,941		—		—
Convertible preferred stock		—		3,433,467		—		—
Weighted average common shares outstanding used to compute diluted net income per share		129,090,983		90,164,248		127,750,765		82,216,399

Net income per share, basic	$	0.07	$	0.25	$	0.09	$	0.00
Net income per share, diluted	$	0.07	$	0.24	$	0.09	$	0.00

The amounts in the table below were excluded from the calculation of diluted net income ~~(loss)~~ per share, due to their anti-dilutive effect:


	Three Months Ended			Three Months Ended		Six Months Ended
	March 31,			June 30,		June 30,
	2019		2018	2019	2018	2019	2018
Options to purchase common stock	8,816,778		8,374,489	11,468,920	7,395,342	10,574,947	5,795,842
Warrants to purchase common stock	11,999,852		14,713,790	11,999,852	1,328,452	11,999,852	11,999,852
Convertible preferred stock	3,562,221	��	3,392,592	3,285,596	—	3,285,596	3,433,467
Total shares of common stock equivalents	24,378,851		26,480,871	26,754,368	8,723,794	25,860,395	21,229,161

The Company is a party to one credit agreement (the 2015 Credit Agreement) with outstanding indebtedness in the following amount (in thousands):



	March 31,		December 31,		June 30,		December 31,
	2019		2018		2019		2018

Secured term debt due July 1, 2020	$	28,046	$	28,046	$	28,046	$	28,046
Total debt before debt discount		28,046		28,046		28,046		28,046
Less: Debt discount		(471)		(566)		(378)		(566)
Total debt payable	$	27,575	$	27,480	$	27,668	$	27,480

Debt payable, current portion	$	2,250	$	—	$	4,500	$	—
Debt payable, long-term	$	25,325	$	27,480	$	23,168	$	27,480

In August 2015, the Company entered into a secured term loan in the amount of $35.0 million with two lenders ~~(“2015~~(the “2015 Credit Agreement”). The interest rate on the loan is LIBOR plus 9.375% with a 1% floor. As of ~~March 31,~~June 30, 2019, there were five amendments to the 2015 Credit Agreement, which, among other things, have extended the maturity date and due date of principal payments under the 2015 Credit Agreement, repaid all amounts due to one of the lenders, revised terms of certain warrants issued in connection with the 2015 Credit Agreement (Note 6), and amended certain covenants, including ~~adding~~certain non-financial developmental milestones ~~which~~that must be met by December 31, 2019. As amended, the ~~basic~~key terms of the loan require monthly payments of interest only through December 31, 2019, with principal payments in the amount of $750,000 payable monthly beginning on January 31, 2020. Any outstanding balance of the loan and accrued interest is required to be repaid on July 1, 2020, the maturity date. The secured term loan is collateralized by a first priority perfected security interest in all the tangible and intangible property of the Company.

The Company entered into a sixth waiver agreement to the 2015 Credit Agreement in March 2019 under which the lenders under the 2015 Credit Agreement agreed to refrain from exercising certain rights under the 2015 Credit Agreement, including the declaration of a default and to forbear from acceleration of any repayment rights with respect to existing covenants. The report and opinion of our independent registered public accounting firm, BDO USA, LLP, for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern, which is an event of default under the 2015 Credit Agreement.

The 2015 Credit Agreement contains certain developmental milestones, as well as a minimum liquidity covenant. The Company’s failure to achieve these milestones as anticipated by December 31, 2019 or its violation of its minimum liquidity covenant would constitute an event of default under the 2015 Credit Agreement. Upon an event of default, the Lender may terminate the commitments under the 2015 Credit Agreement and declare the loans then outstanding under the 2015 Credit Agreement to be due and payable in whole or in part, together with any applicable fees and accrued interest thereon. The Company considers some of these developmental milestones to be outside of its control. As a result, if an event of default arises under the Credit Agreement, the Company may need to use cash and cash equivalents on hand to fund certain repayment commitments under the 2015 Credit Agreement.

The minimum payments required on the outstanding balances of the 2015 Credit Agreement at ~~March 31,~~June 30, 2019 are (in thousands):

The following table provides components of interest expense and other related financing costs (in thousands):



	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2019		2018		2019		2018		2019		2018
Interest expense and other financing costs	$	837	$	951	$	843	$	939	$	1,680	$	1,890
Amortization of deferred financing costs, debt discount and debt premium		95		514		93		399		188		913
Interest expense	$	932	$	1,465	$	936	$	1,338	$	1,868	$	2,803

In connection with the 2015 Credit Agreement (Note 5), as fees to the lenders thereunder, the Company issued warrants to purchase an aggregate of $6.3 million of the Company’s Class A units, which were exchanged for 617,651 warrants with a strike price of $10.20 per share to purchase the same number of shares of the Company’s common stock upon consummation of the Company’s IPO in August 2016 ~~(“2015~~(the “2015 Warrants”).

As of ~~March 31,~~June 30, 2019, the exercise price of a portion of the 2015 Warrants to purchase an aggregate of 529,413 shares of the Company’s common stock iswas $3.30 per warrant share and the exercise price of the remaining 2015 Warrants to purchase an aggregate of 88,238 shares of the Company’s common stock iswas $4.50 per warrant share. Since these warrants are exercisable and are redeemable at the option of the holder upon the occurrence of, and during the continuance of, an event of default, the fair value of the warrants is recorded as a short-term liability of ~~$0.7 million and~~approximately $0.5 million at ~~March 31,~~both June 30, 2019 and December 31, ~~2018, respectively.~~2018.

The Company used the Black-Scholes pricing model to value the warrant liability at ~~March 31,~~June 30, 2019 with the following assumptions: risk-free interest rate of ~~2.2%~~1.7%, expected term of ~~3.4~~3.2 years, expected volatility of ~~74.2%~~73.4% and a dividend rate of 0%. The change in fair value of the warrants was ~~$0.2~~approximately $(0.3) million and ~~$0.3~~$(0.1) million for three and six months ended June 30, 2019, respectively, and approximately $(0.2) million and $0.1 million for the three and six months ended ~~March 31, 2019 and~~June 30, 2018, respectively. None of these instruments have been exercised as of ~~March 31,~~June 30, 2019 and December 31, 2018.

In connection with ~~the~~a sale of common stock by the Company in March 2017, warrants to purchase 2,707,138 shares of common stock were issued at an exercise price of $4.50 per share. During April 2018, warrants to purchase 119,047 shares of common stock were exercised for which the Company received proceeds of $0.5 million. The remaining 2,588,091 warrants expired in April 2018. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. ~~During the three months ended March 31, 2018, the decline~~The change in the fair value of these warrants was ~~$(0.4) million.~~$(0.3) million and $(0.7) million for the three and six months ended June 30, 2018, respectively. As these warrants expired in April 2018, no change in fair value was recorded for these warrants in 2019.

The Company maintained a long-term secured debt balance of ~~$25.3~~$23.2 million and $27.5 million at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. As the secured debt becomes due on July 1, 2020 and monthly principal payments of $750,000 ~~are~~will become due starting January 31, 2020, it has been recorded as long-term secured debt at December 31, 2018. At ~~March 31,~~June 30, 2019, ~~$2.3~~$4.5 million of principal payments due in the first and second quarter of 2020 have been recorded as short-term secured debt and the remaining balance is recorded as long-term secured debt. The underlying agreements for these balances were negotiated with third parties on an arms-length basis, at an interest rate which is considered to be in line with ~~over-arching~~overall market conditions. Based on these factors, management considers the carrying value of the debt to approximate fair value at ~~March 31,~~June 30, 2019.

The Company held certain liabilities that are required to be measured at fair value on a recurring basis. Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These
tiers include:

The table below represents the values of the Company’s financial instruments at ~~March 31,~~June 30, 2019 and December 31, 2018 (in thousands):



	Fair Value Measurement Using Significant Other Observable Inputs (Level 2)				Fair Value Measurement Using Significant Other Observable Inputs (Level 2)
	March 31,		December 31,		June 30,		December 31,
Description	2019		2018		2019		2018
Warrants	$	748	$	524	$	468	$	524
Total	$	748	$	524	$	468	$	524

The table below represents a ~~rollforward~~roll-forward of ~~the~~ Level 2 financial instruments from January 1, 2018 to ~~March 31,~~June 30, 2019 (in thousands):

The Level 2 inputs used to value ~~our~~the Company’s financial instruments were determined using prices that can be directly observed or corroborated in active markets. Although the fair value of this obligation is calculated using the observable market price of ~~Kadmon Holdings Inc.~~the Company’s common stock, an active market for this financial instrument does not exist and therefore the Company has classified the fair value of this liability as a Level 2 liability in the table above.

The following table summarizes information about warrants outstanding at ~~March 31,~~June 30, 2019 and December 31, 2018:



	Warrants	Weighted Average Exercise Price		Warrants	Weighted Average Exercise Price
Balance, December 31, 2018	11,999,852	$	5.97	11,999,852	$	5.97
Granted	—		—	—		—
Exercised	—		—	—		—
Forfeited	—		—	—		—
Balance, March 31, 2019	11,999,852	$	5.97
Balance, June 30, 2019				11,999,852	$	5.97

Inventories are stated at the lower of cost or net realizable value (on a first-in, first-out basis) using standard costs. Standard costs include an allocation of overhead rates, which include those costs attributable to managing the supply chain and are evaluated regularly. Variances are expensed as incurred.

The Company regularly reviews the expiration dates of its inventories and maintains a reserve for inventories that are probable to expire before shipment. Inventories recorded on the Company’s consolidated balance sheets are net of a reserve for expirable inventory of ~~$2.1~~$3.0 million and $2.2 million at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. The Company expensed inventory that it believes will not be sold prior to reaching its expiration date totaling $0.9 million during each of the three and six months ended June 30, 2019, and $0.1 million and $0.2 million during ~~March 31,~~the three and six months ended June 30, 2018, ~~while no such expense was recorded for the March 31, 2019.~~respectively. If the amount and timing of future sales differ from management’s assumptions, adjustments to the estimated inventory reserves may be required.

The Company capitalizes inventories produced in preparation for product launches sufficient to support estimated initial market demand. Typically, capitalization of such inventory begins when positive results have been obtained for the clinical trials that the Company believes are necessary to support regulatory approval, uncertainties regarding ultimate regulatory approval have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The material factors considered by the Company in evaluating these uncertainties include the receipt and analysis of positive clinical trial results for the underlying product candidate, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications and the compilation of the regulatory application. The Company closely monitors the status of each ~~respective~~ product within the regulatory approval process, including all relevant communication with regulatory authorities. If the Company is aware of any specific material risks or contingencies other than the normal regulatory review and approval process or if there are any specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, the related inventory would generally not be capitalized.

For inventories that are capitalized in preparation of product launch, anticipated future sales, expected approval date and shelf lives are evaluated in assessing realizability. The shelf life of a product is determined as part of the regulatory approval process; however, in evaluating whether to capitalize pre-launch inventory production costs, the Company considers the product stability data of all of the pre-approval production to date to determine whether there is adequate expected shelf life for the capitalized pre-launch production costs.

The Company has concluded that KD034, its generic version of trientine hydrochloride, is commercially viable since it is the chemical equivalent of the original drug approved by the U.S. Food and Drug Administration (“FDA”). The Company has submitted two ~~ANDAs~~Abbreviated New Drug Applications with the FDA, and determined that receiving economic benefits of the pre-launch inventory recorded at ~~March 31,~~June 30, 2019 ~~are~~is probable. Accordingly, the pre-launch costs are realizable as the Company expects the inventory will be sold or used prior to expiration. An assessment of likelihood that regulatory approval will not be obtained will be made at each reporting period. If at any time regulatory approval is deemed to not be probable, the inventory will be written down to its net realizable value, which is presumably zero, as the product would have no alternative future use. During the three and six months ended June 30, 2019, the Company expensed inventory that it believes will not be sold prior to reaching its expiration date totaling $0.9 million. The Company maintained ~~$0.9~~$0.2 million and $0.9 million of work-in-process inventory related to KD034 at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively.



	March 31,		December 31,		June 30,		December 31,
	2019		2018		2019		2018
Raw materials	$	—	$	—	$	—	$	—
Work-in-process		892		886		183		886
Finished goods, net		44		39		45		39
Total inventories	$	936	$	925	$	228	$	925

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective transition approach allowed under ASU 2018-11, “Leases (Topic 842: Targeted Improvements”), which releases companies from presenting comparative periods and related disclosures under ASC 842 and requires a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (Note 2). The Company is party to six operating leases for office or laboratory space and three finance leases for office IT equipment. The Company’s finance leases are immaterial both individually and in the aggregate. The Company has elected to apply the short-term lease exception to all leases of one year or less. As of ~~March 31,~~June 30, 2019, this exception ~~applies~~applied to two operating leases for office space, which are each for a term of one year. Further, the Company has applied the guidance in ASC 842 to ~~our~~its corporate office and laboratory leases and ~~have~~has determined that these should be classified as operating leases. Consequently, as a result of the adoption of ASC 842, wethe Company recognized a ROU lease asset of approximately $22.7 million with a corresponding lease liability of approximately $27.0 million based on the present value of the minimum rental payments of such leases. In accordance with ASC 842, the beginning balance of the ROU lease asset was reduced by the existing deferred rent liability at inception of approximately $4.3 million. In the consolidated balance sheets at ~~March 31,~~June 30, 2019, the Company has a ROU asset balance of ~~$22.0~~$21.2 million and a current and non-current lease liability of ~~$3.7~~$3.8 million and ~~$22.6~~$21.7 million, respectively, relating to the ROU lease asset. The balance of both the ROU lease asset and the lease liabilities primarily consists of future payments under the Company’s office lease in New York, New York.

The Company is party to an operating lease in New York, New York for office and laboratory space for its headquarters. The lease commenced in October 2010, ~~with the~~its initial term is set to expire in February 2021,and the Company opened a secured letter of credit with a third party financial institution in lieu of providing a security deposit ~~for~~of $2.0 million, which letter of credit is included in restricted cash at ~~March 31,~~June 30, 2019. As of ~~March 31,~~June 30, 2019, there were six amendments to this lease agreement, which altered office and laboratory capacity and extended the lease term through October 2025, with total lease cost of ~~$1.2~~$1.1 million and $2.3 million for the three and six months ended ~~March 31, 2019.~~June 30, 2019, respectively. This office lease contains the ability to extend portions of the lease at fair market value but does not have any renewal options.

The Company is party to an operating lease in Warrendale, Pennsylvania ~~(the~~for the Company’s specialty-focused commercial ~~operation).~~operation. In March 2019, the Company entered into an amendment to this lease, which extended the lease term to September 30, 2022, with two five-year renewal options, which would extend the term to September 30, 2032, if exercised. Rental payments under the renewal period would be at market rates determined from the average rentals of similar tenants in the same industrial park. The option to renew this office lease was not considered when assessing the value of the ROU asset because the Company was not reasonably certain that it ~~will~~would assert its option to renew the lease. Total lease cost for this lease was ~~$0.2~~$0.1 million and $0.3 million for the three and six months ended ~~March 31, 2019.~~June 30, 2019, respectively.

In August 2015, the Company entered into an operating office lease agreement in Cambridge, Massachusetts ~~(the~~for the Company’s clinical ~~office)~~office effective January 2016 and expiring in April 2023. The Company opened a secured letter of credit with a third party financial institution in lieu of providing a security deposit ~~for~~of $0.1 million, which letter of credit is included in restricted cash at ~~March 31,~~June 30, 2019. The Company is also party to an operating lease for laboratory space in Princeton, ~~NJ,~~New Jersey, which expires in February 2021. Neither of these office leases contain any renewal options. Total lease cost for these leases was $0.1 million and $0.2 million for the three and six months ended ~~March 31, 2019.~~June 30, 2019, respectively.

Quantitative information regarding the Company’s leases for the three and six months ended ~~March 31,~~June 30, 2019 is as follows (in thousands):

Future lease payments under noncancellable leases are as follows (in thousands) at ~~March 31,~~June 30, 2019:


Future Lease Payments	Operating Leases		Finance Leases		Operating Leases		Finance Leases
2019	$	3,489	$	67	$	2,449	$	44
2020		4,753		48		4,798		48
2021		4,861		6		4,902		6
2022		4,823		—		4,832		—
2023		4,153		—		4,153		—
Thereafter		7,732		—		7,732		—
Total Lease Payments	$	29,811	$	121	$	28,866	$	98

Less: Imputed Interest		(3,567)		(13)		(3,463)		(10)
Total Lease Liabilities	$	26,244	$	108	$	25,403	$	88

Note: As most of the Company’s leases do not provide an implicit rate, ~~we use~~ the ~~Company’s~~Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date.

Future minimum rental payments under noncancellable leases are as follows (in thousands) at December 31, 2018:



	Useful Lives	March 31,		December 31,		Useful Lives	June 30,		December 31,
	(Years)	2019		2018		(Years)	2019		2018

Leasehold improvements	4-8	$	10,217	$	10,187	4-8	$	10,380	$	10,187
Office equipment and furniture	3-15		1,289		1,529	3-15		1,289		1,529
Machinery and laboratory equipment	3-15		3,438		3,247	3-15		3,446		3,247
Software	1-5		3,960		3,831	1-5		3,972		3,831
Construction-in-progress	̶̶̶̶		202		45	̶̶̶̶		54		45
			19,106		18,839			19,141		18,839
Less accumulated depreciation and amortization			(15,540)		(15,185)			(15,981)		(15,185)
Fixed assets, net		$	3,566	$	3,654		$	3,160	$	3,654

Depreciation and amortization of fixed assets totaled ~~$0.5~~$0.9 million and ~~$0.3~~$0.7 million for the six months ended June 30, 2019 and 2018, respectively, and $0.4 million for each of the three months ended ~~March 31,~~June 30, 2019 and ~~2018, respectively. The construction-in-progress balance is related to costs of leasehold improvements not yet placed in service and still under development.~~2018. Unamortized computer software costs were $~~0.6~~0.5 million and $0.7 million at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. The amortization of computer software costs amounted to $0.2 million and $0.1 million for the six months ended June 30, 2019 and 2018, respectively, and $0.1 million for each of the three months ended ~~March 31,~~June 30, 2019 and 2018.

The Company’s goodwill relates to the 2010 acquisition of Kadmon Pharmaceuticals, LLC, a Pennsylvania limited liability company that was formed in April 2000. There were no changes in the carrying amount of goodwill for ~~three~~the six months ended ~~March 31,~~June 30, 2019 ~~and~~or the year ended December 31, 2018.

On June 12, 2018, MeiraGTx completed its initial public offering (the “MeiraGTx IPO”) whereby it sold 5,000,000 shares of common stock at an initial public offering price of $15.00 per share. MeiraGTx, a limited company under the laws of the Cayman Islands, is a clinical-stage ~~biotech~~biotechnology company developing novel gene therapy treatments for a wide range of inherited and acquired disorders for which there are no effective treatments available. The shares began trading on the Nasdaq Global Select Market on June 7, 2018 under the symbol “MGTX.”

Prior to the MeiraGTx IPO, for the period beginning January 1, 2018 through June 12, 2018, the Company recorded its share of MeiraGTx’s net loss under the equity method of accounting of $1.2 million. The Company had no remaining basis in any of the investments held in MeiraGTx prior to the MeiraGTx IPO. Upon completion of the MeiraGTx IPO, the Company’s investment was diluted to a 13.0% ownership in MeiraGTx common stock and the Company no longer ~~has~~had the ability to exert significant influence over MeiraGTx. The Company discontinued the equity method of accounting for ~~the~~its investment in MeiraGTx on June 12, 2018 and determined that the remaining investment ~~to be~~was an equity security accounted for in accordance with ASC 321, Investments – Equity Securities, at the date the investment no longer ~~qualifies~~qualified for the equity method of accounting. ASC 321 requires the ~~investments~~investment to be recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. As the Company’s investment in MeiraGTx common stock had a readily determinable market value, the Company recorded an unrealized gain of $40.5 million infor the three and six months ended June 30, 2018 related to the fair value of its ownership of common stock of MeiraGTx. As of ~~March 31,~~June 30, 2019 and December 31, 2018, the Company maintained a ~~10.7%~~10.6% and 12.9% ownership, respectively, in the common stock of MeiraGTx with a fair value of ~~$60.9~~$95.0 million and $34.1 million, respectively, recorded as a noncurrent investment in equity securities assince depending on certain circumstances, the Company may, at times, be deemed to be an affiliate of MeiraGTx. The Company has recorded an unrealized gain on the MeiraGTx common stock investment of ~~$26.8~~$34.1 million and $60.9 million for the three and six months ended ~~March 31, 2019.~~June 30, 2019, respectively. The investment in MeiraGTx is valued using Level 1 inputs, which includes quoted prices in active markets for ~~identicial~~identical assets in accordance with the fair value hierarchy (Note 6). The Company has not realized any gains related to the investment in common stock of MeiraGTx.

The Company was party to a TSA with MeiraGTx, which expired in April 2018. Upon expiration of the TSA, the Company continued to provide office space to MeiraGTx. On October 1, 2018, the Company and MeiraGTx entered into a sublease agreement, which is effective from October 1, 2018 for a period of two months and ~~will~~is automatically be renewed on a monthly basis unless MeiraGTx provides 30 ~~days~~days’ prior written notice. The Company’s accounting for this sublease as a lessor was not impacted by the adoption of the new leasing standard ASC 842 (Note 2). As part of the TSA and sublease agreement with MeiraGTx, the Company recognized ~~$0.1~~$0.2 million and $0.3 million to other revenue during each of the three and six months ended ~~March 31,~~June 30, 2019 and 2018. The Company received cash payments of ~~$0.1~~$0.3 million and ~~$1.0~~$1.1 million, ~~million~~respectively, from MeiraGTx for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018. The Company ~~has~~had no amounts receivable from MeiraGTx at ~~March 31,~~June 30, 2019 or December 31, 2018.

The Company has entered into several license agreements for products currently under development. The Company’s license agreements are disclosed in the audited financial statements included in Item 8 of ~~the~~its Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, 2018. Since the date of such financial statements, there have been no significant changes to the Company’s license agreements.

The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory and approval milestones. The specific timing of such milestones cannot be predicted and depends upon future discretionary clinical developments as well as regulatory agency actions which cannot be predicted with certainty (including action which may never occur). These additional contingent milestone payments aggregate to $215.9 million at ~~March 31,~~June 30, 2019. Any payments made prior to FDA approval will be expensed as research and development. Payments made after FDA approval will be capitalized.

Further, under the terms of certain licensing agreements, the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long-range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not included in the additional contingent milestone payment amount.

A total of 11,668,905 shares of the Company’s common stock were authorized and reserved for issuance under the Company’s 2016 Equity Incentive Plan, as amended (the “2016 Equity Plan”) at December 31, 2018. This reserve automatically increased to 16,194,138 on January 1, 2019 and will automatically increase each subsequent anniversary through January 1, 2025, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company’s board of directors. At ~~March 31,~~June 30, 2019, there were options to purchase an aggregate of ~~9,881,148~~10,578,920 shares of common stock outstanding at a weighted average price of ~~$6.05~~$5.80 per share under the 2016 Equity Plan.

Total unrecognized compensation expense related to unvested options granted under the Company’s share-based compensation plan was ~~$6.2~~$5.7 million and $6.8 million at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. That expense is expected to be recognized over a weighted average period of ~~1.4~~1.3 years and 1.5 years as of ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. The Company recorded share-based compensation expense under the 2016 Equity Plan of ~~$2.2~~$4.1 million and ~~$2.6~~$5.6 million for the six months ended June 30, 2019 and 2018, respectively, and $1.9 million and $3.0 million for the three months ended ~~March 31,~~June 30, 2019 and 2018, respectively.

The following table summarizes information about stock options outstanding, not including performance stock options, at ~~March 31,~~June 30, 2019 and December 31, 2018:



	Options Outstanding						Options Outstanding
	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)		Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2018	9,764,539	$	6.24	7.84	$	—	9,764,539	$	6.24	7.84	$	—
Granted	529,870		2.19				1,293,973		2.25
Exercised	—		—				—		—
Forfeited	(413,261)		5.53				(479,592)		5.16
Balance, March 31, 2019	9,881,148	$	6.05	8.06	$	546
Options vested and exercisable, March 31, 2019	5,797,504	$	8.23	7.19	$	—
Balance, June 30, 2019							10,578,920	$	5.80	7.92	$	—
Options vested and exercisable, June 30, 2019							5,798,171	$	8.23	6.88	$	—

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value calculated as the difference between the fair value of the Company’s common stock at ~~March 31,~~June 30, 2019 ($~~2.64~~2.06 per share) and the exercise price, multiplied by the related in-the-money options that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the fair value of the Company’s common stock. There were no options exercised during the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018.

There were ~~529,870~~1,293,973 stock options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2019 with a weighted-average exercise price of ~~$2.19.~~$2.25. During the ~~three~~six months ended ~~March 31,~~June 30, 2018, ~~5,077~~80,924 stock options were granted with a weighted‑average exercise price of ~~$8.70.~~$7.75. The fair value of each stock option award, not including performance stock options, was estimated at the date of grant using the Black-Scholes option-pricing model and the assumptions noted in the following table:



	Three Months Ended	Three Months Ended	Six Months Ended	Six Months Ended
	March 31, 2019	March 31, 2018	June 30, 2019	June 30, 2018
Weighted average fair value of grants	$1.50	$2.20	$1.50	$2.30
Expected volatility	76.32% - 77.73%	72.94% - 74.54%	76.32% - 77.73%	72.94% - 75.14%
Risk-free interest rate	2.50% - 2.61%	2.44% - 2.72%	2.18% - 2.61%	2.44% - 2.75%
Expected life (years)	6.0	5.9 - 6.0	5.5 - 6.0	5.6 - 6.0
Expected dividend yield	0%	0%	0%	0%

On April 3, 2018, the Company granted 1,597,500 nonqualified performance-based stock options ~~(“Performance~~(the “Performance Options”) to certain executive officers (each, a “Grantee”) under the 2016 Equity Plan, which ~~represents~~represent the maximum number of Performance Options that may be earned if all three performance milestones (each, a “Performance Goal”) are achieved during the three-year period following the ~~Grant Date~~grant date (the “Performance Period”). The Performance Options may be earned based on the achievement of three separate Performance Goals related to the Company’s operating and research and development activities during the Performance Period, subject to the Grantee’s employment through the achievement date. If no Performance Goals are achieved during the Performance Period, the Performance Options will be forfeited. Each Performance Option was granted with an exercise price of $4.06 per share and does not contain any voting rights. No other Performance Options have been granted under the 2016 Equity Plan.

The weighted-average fair value of the Performance Options granted was $2.71 and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of 2.67%, expected term of 6.0 years, expected volatility of 74.50%, and a dividend rate of 0%.

Compensation expense for the Performance Options is recognized on a straight-line basis over the awards’ requisite service period. The Performance Options vest upon the satisfaction of both a service condition and the satisfaction of one or more performance conditions, therefore the Company initially determined which outcomes are probable of achievement. The Company believes that the three-year service condition (explicit service period) and all three performance conditions (implicit service periods) will be satisfied. The requisite service period would be three years as that is the longest period of both the explicit service period and the implicit service periods. The first two performance conditions were satisfied during 2018 and the ~~Company expects the~~ third performance condition is expected to be satisfied in the ~~second~~third quarter of 2019.

During the year ended December 31, 2018, 307,500 Performance Options were forfeited. A total of 1,290,000 Performance Options are outstanding at both ~~March 31,~~June 30, 2019 and December 31, 2018 with an exercise price of $4.06 per share and no ~~instrinsinc~~intrinsic value. The weighted average remaining contractual life of outstanding Performance Options at ~~March 31,~~June 30, 2019 ~~is 9.0~~was 8.8 years. At ~~March 31,~~June 30, 2019, there was ~~$1.2~~$0.9 million of total unrecognized compensation expense related to unvested Performance Options, which is expected to be recognized over a weighted-average period of ~~1.6~~1.5 years. NoAs of June 30, 2019, 430,002 Performance Options ~~have vested or been exercised as of March 31, 2019. In April 2019, 286,668 Performance Options~~had vested and became exercisable during the second quarter of 2019 in accordance with the terms of the awards.

A total of 835,000 stock appreciation rights (“SARs”) ~~are~~were outstanding at both ~~March 31,~~June 30, 2019 and December 31, 2018, with an exercise price of $3.64 per share and no intrinsic value. The weighted average remaining contractual life of outstanding SARs at ~~March 31,~~June 30, 2019 ~~is 8.7~~was 8.5 years. Compensation expense for SARs is recognized on a straight-line basis over the awards’ requisite service period. At ~~March 31,~~June 30, 2019, there was ~~$1.1~~$1.0 million of total unrecognized compensation cost related to unvested SARs which is expected to be recognized over a weighted-average period of ~~1.7~~1.4 years. At both ~~March 31,~~June 30, 2019 and December 31, 2018, 278,335 SARs ~~are~~had vested and no SARs ~~have~~had been exercised.

A total of 9,750 units have been granted under the LTIP as of ~~March 31,~~both June 30, 2019 and December 31, 2018. The LTIP is payable upon the fair market value of the Company’s common stock exceeding 333% of the $6.00 grant price ($20.00) per share prior to December 7, 2024. The holders of the LTIP awards have no right to demand a particular form of payment, and the Company reserves the right to make payment in the form of cash or common stock. No LTIP awards ~~are~~were exercisable or ~~have~~had been exercised at ~~March 31,~~June 30, 2019.

A total of 2,551,180 shares of the Company’s common stock were reserved for issuance under the 2016 Employee Stock Purchase Plan, as amended (the “2016 ESPP”) at December 31, 2018. The Board elected not to increase the shares reserved for issuance under the 2016 ESPP on January 1, 2019. The Company issued 32,273 and No22,958 shares ~~were issued~~ under the 2016 ESPP during the ~~three~~six months ended ~~March 31, 2019. 32,273 shares were issued under the 2016 ESPP in April 2019.~~June 30, 2019 and 2018, respectively. No meaningful compensation expense was recognized for the ESPP during the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018.

Short-term accrued expenses at ~~March 31,~~June 30, 2019 and December 31, 2018 include the following (in thousands):



	March 31,		December 31,		June 30,		December 31,
	2019		2018		2019		2018
Commission payable	$	2,395	$	2,395	$	2,395	$	2,395
Compensation, benefits and severance		1,616		3,848		2,541		3,848
Research and development		4,774		4,847		6,227		4,847
Other		2,495		2,418		2,804		2,418
Total Accrued Expenses	$	11,280	$	13,508
Total accrued expenses					$	13,967	$	13,508

~~During 2014 and 2015, the~~The Company raised $40.4 million in gross proceeds, $37.2 million net of $3.2 million in transaction costs, through the issuance of 3,514,859 Class E redeemable convertible units. Of the $3.2 million in transaction costs,recorded $2.4 million ~~remains~~ in accrued liabilities at ~~March 31,~~both June 30, 2019 and December 31, 2018 relating to commissions to third parties for Class E redeemable convertible unit raises during 2014 and 2015.

Compensation, benefits and severance represent earned and unpaid employee wages and bonuses, as well as contractual severance to be paid to former employees. At ~~March 31,~~June 30, 2019 and December 31, 2018, these accrued expenses totaled ~~$1.6~~$2.5 million and $3.8 million, respectively. A separation agreement with Dr. Samuel D. Waksal, which expired on February 8, 2019, contained severance payments and certain supplement conditional payments. The Company paid $0.1 million of severance payments during the ~~three~~six months ended ~~March 31,~~June 30, 2019 related to amounts accrued at December 31, 2018 and has not recorded any expense related to these conditional payments as of ~~March 31,~~June 30, 2019, as none of the conditional payments were met as of the expiration of the agreement on February 8, 2019.

The Company has contracts with third parties for the development of the Company’s product candidates. The timing of the expenses varies depending upon the timing of initiation of clinical trials and enrollment of patients in clinical trials. At ~~both March 31,~~June 30, 2019 and December 31, 2018, accrued research and development expenses for which the Company has not yet been invoiced totaled $6.2 million and $4.8 ~~million.~~million, respectively.

The Company’s commitments are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, 2018. Since the date of such financial statements, there have been no material changes to the Company’s commitments. Further, the Company’s commitments related to lease agreements are disclosed in Note 8 ~~to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.~~.

The Company has been subject to various legal proceedings that arise from time to time in the ordinary course of its business. Although the Company believes that the various proceedings brought against it have been without merit, and that it has adequate product liability and other insurance to cover any claims, litigation is subject to many factors which are difficult to predict and there can be no assurance that the Company will not incur material costs in the resolution of legal matters. Should the Company determine that any future obligations will exist, the Company will record expense equal to the amount which is deemed probable and estimable. The Company has no significant contingencies related to legal proceedings at ~~March 31,~~June 30, 2019.

The Company’s related party transactions are disclosed in the audited financial statements included in Item 8 of the Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, 2018. Since the date of such financial statements, there have been no changes to the Company’s related party transactions other than those related to MeiraGTx (Note 11) .

The Company files a consolidated tax return for Kadmon Holdings, Inc. and its domestic subsidiaries and the required information returns for its international subsidiaries, all of which are wholly owned. Where permitted, the Company files combined state returns, but in some instances separate company returns for certain subsidiaries on a stand-alone basis are required.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss (“NOL”) carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at ~~March 31,~~June 30, 2019 and December 31, 2018.

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted in December 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, creates new taxes on certain foreign earnings and reduces the orphan drug tax credit. In accordance with the Tax Act, the Company determined it necessary to reduce the recorded deferred tax liability by $0.6 million during the six months ended June 30, 2018 to allow naked credit deferred tax liabilities to be used as a source of taxable income in the future. This change in deferred tax liability was recognized as income tax benefit in the consolidated financial statements of operations for the three and six months ended June 30, 2018. There was no change in

deferred tax liability for the three and six months ended ~~March 31,~~June 30, 2019 and no income tax expense was recorded for the three and six months ended ~~March 31, 2019 and 2018.~~June 30, 2019.

At December 31, 2018, the Company had unused federal and state ~~net operating loss (“NOL”) carry-forwards~~NOL carryforwards of $460.3 million and $404.3 million, respectively, that may be applied against future taxable income. The Company has fully reserved the deferred tax asset related to these NOL ~~carry-forwards~~carryforwards as reflected in ~~our~~its consolidated financial statements. These ~~carry-forwards~~carryforwards expire at various dates through December 31, 2037, with the exception of approximately $44.0 million of federal ~~net operating loss carry-forwards which~~NOL carryforwards that will not expire. The 20-year limitation was eliminated for losses generated after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL ~~carry-forwards~~carryforwards arising after January 1, 2018, will now be limited to 80 percent of taxable income.

The use of the Company’s NOL ~~carry-forwards~~carryforwards may, however, be subject to limitations as a result of an ownership change. A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equity ownership by one or more five-percent stockholders (or certain groups of non-five-percent stockholders) over a three-year period occurs. After such an ownership change, the corporation’s use of its pre-change NOL ~~carry-forwards~~carryforwards and other pre-change tax attributes to offset its post-change income is subject to an annual limitation determined by the equity value of the corporation on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service. This rate for April 2019 equals 2.20 percent. The Company experienced ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended, in 2010, 2011 and 2016, but the Company did not reduce the gross deferred tax assets related to the NOL ~~carry-forwards~~carryforwards because the limitations do not hinder the Company’s ability to potentially utilize all of the NOL ~~carry-forwards.~~carryforwards.

The Company is likely to experience another ownership change in the future, possibly in 2019, as a result of shifts in stock ownership due to any future equity offerings. A renewed ownership change will likely materially and substantially reduce the Company’s ability to fully utilize the NOL ~~carry-forwards~~carryforwards and, consequently, will likely reduce the gross deferred tax assets related to the NOL ~~carry-forwards.~~carryforwards. If an ownership change occurred and if the Company earned net taxable income, ~~our~~its ability to use the pre-change NOLs to offset U.S. federal taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if the use of NOL ~~carry-forwards~~carryforwards were not so limited.

In April 2019, the Company sold 2,538,100 shares of common stock at a price of $2.70 per share through the ATM Offering and received total gross proceeds of $6.9 million ($6.7 million net of $0.2 million of commissions payable). As of March 31, 2019, the Company had sold 13,778,705 shares of common stock under the ATM Offering.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report on Form 10-Q and those in included in Item 8 of ~~the~~our Annual Report on Form 10-K ~~as of and~~ for the year ended December 31, 2018. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in ~~the “Risk Factors” section of~~ this ~~Quarterly~~report and our most recent Annual Report on Form ~~10-Q,~~10-K, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

We are a fully integrated biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics to address significant unmet medical needs, with a near-term clinical focus on autoimmune, inflammatory and fibrotic diseases. Our team, which has a proven track record of successful drug development and commercialization, identifies and develops novel candidates from our small molecule and biologics platforms as well as develops our in-licensed product candidates. By retaining global commercial rights to our lead product candidates, we believe that we have the ability to progress these candidates ourselves while maintaining flexibility for commercial and licensing arrangements. We expect to continue to progress our clinical candidates and have further clinical trial data to report ~~throughout 2019.~~in the second half of 2019 and in 2020.

Our operations to date have been focused on developing first-in-class innovative therapies for indications with significant unmet medical needs while leveraging our commercial infrastructure. We have never been profitable and had an accumulated deficit of ~~$266.6~~$257.9 million at ~~March 31,~~June 30, 2019. Our net income was ~~$3.6~~$9.2 million and $12.8 million for the three and six months ended ~~March 31,~~June 30, 2019, respectively, and ~~our net loss was $20.4~~$21.5 million and $1.1 million for the three and six months ended ~~March 31, 2018. The~~June 30, 2018, respectively. Our net income for ~~the three months ended March 31, 2019 is~~each of these periods was primarily driven by ~~a $26.8 million~~ non-cash unrealized ~~gain~~gains related to our investment in MeiraGTx common stock.

Although our commercial business generates revenue, the revenues generated for the three and six months ended ~~March 31,~~June 30, 2019 and 2018 ~~are~~were not significant, and we expect to incur significant losses for the foreseeable future and expect these losses to increase as we continue our development of, and seek regulatory approvals for, our additional product candidates, hire additional personnel and initiate commercialization of any products that receive regulatory approval. We anticipate that our expenses will increase substantially if, or as, we:

Our revenue is substantially derived from sales of our portfolio of products, including ribavirin and tetrabenazine. We also recognize service revenue from our TSA and sublease agreement with MeiraGTx.

Cost of sales consists of product costs, including ingredient costs and costs of contract manufacturers for production, and shipping and handling of the products. Also included are costs related to quality release testing and stability testing of the products. Other costs included in cost of sales are packaging costs, warehousing costs and certain allocated costs related to management, facilities and other expenses associated with supply chain logistics.

Research and development expenses consist primarily of costs incurred for the development of our product candidates, which include:

Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, including due to timing of initiation of clinical trials and enrollment of patients in clinical trials. We do not allocate personnel-related costs, including share-based compensation, costs associated with broad technology platform improvements and other indirect costs to specific product candidates. We do not allocate these costs to specific product candidates because they are deployed across multiple overlapping projects under development, making it difficult to specifically and accurately allocate such costs to a particular product candidate.

The successful development of our product candidates is highly uncertain and subject to numerous risks, including, but not limited to:

A change in the outcome of any of these variables could mean a significant change in the expenses and timing associated with the development of any product candidate.

Selling, general and administrative expenses consist primarily of salaries and related costs for non-research personnel, including stock-based compensation and travel expenses for our employees in executive, operational, finance, legal, commercial, regulatory, pharmacovigilance and human resource functions. Other selling, general and administrative expenses include facility-related costs, business insurance, director compensation, accounting and legal services, consulting costs and programs and marketing costs to support the commercial business.

Other income (expense) ~~is comprised of~~comprises interest income earned on cash and cash equivalents and restricted cash and interest expense on our outstanding indebtedness, including non-cash interest related to the amortization of debt discount, debt premium and deferred financing costs associated with our indebtedness. Our loss on equity method investment in MeiraGTx, as well as gains and losses arising from changes in fair value of our common stock ownership in MeiraGTx are recognized in other income (expense) in the consolidated statements of operations. Changes in the fair value of financial instruments, based upon the fair value of the underlying security at the end of each reporting period as calculated using the Black-Scholes option pricing model, are also recognized in other income (expense). Such financial instruments include warrant liabilities for which cash settlement features exist.

In addition, we operate in currencies other than the U.S. dollar to fund certain research and development and commercial activities performed by various third-party vendors. The translation of these currencies into U.S. dollars results in foreign currency gains or losses, depending on the change in value of these currencies against the U.S. dollar. These gains and losses are included in other income (expense).

We file a consolidated tax return for Kadmon Holdings, Inc. and its domestic subsidiaries and the required information returns for its international subsidiaries, all of which are wholly owned. Where permitted, we file combined state returns, but in some instances separate company returns for certain subsidiaries on a stand alone basis are required. At both ~~March 31,~~June 30, 2019 and December 31, 2018, we had a deferred tax liability of $0.4 million and a full valuation allowance for our deferred tax assets.

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reporting amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to investments, goodwill, fair value of financial instruments, share-based compensation and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed on March 7, 2019 with the Securities Exchange Commission (“SEC”) ~~pursuant to the Securities Act of 1933, as amended.~~. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies except for the change in lease accounting upon adoption of ASC 842 (See Note 2 and Note 8 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q).

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



	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2019		2018		2019		2018		2019		2018
	(unaudited)				(unaudited)				(unaudited)
	(in thousands)				(in thousands)				(in thousands)
Revenues
Net sales	$	67	$	274	$	47	$	161	$	114	$	435
Other revenue		174		159		179		198		353		357
Total revenue		241		433		226		359		467		792
Cost of sales		31		199		45		103		76		302
Write‑down of inventory		—		147		932		98		932		245
Gross profit		210		87		(751)		158		(541)		245
Operating expenses:
Research and development		14,991		9,780		15,108		10,178		30,099		19,958
Selling, general and administrative		7,946		8,250		8,981		8,812		16,927		17,062
Total operating expenses		22,937		18,030		24,089		18,990		47,026		37,020
Loss from operations		(22,727)		(17,943)		(24,840)		(18,832)		(47,567)		(36,775)
Other expense (income)		(26,319)		2,498
Income tax expense		—		—
Net income (loss)	$	3,592	$	(20,441)
Total other income						34,000		39,775		60,319		37,277
Income tax benefit						—		562		—		562
Net income					$	9,160	$	21,505	$	12,752	$	1,064
Deemed dividend on convertible preferred stock		515		490		508		491		1,023		981
Net income (loss) attributable to common stockholders	$	3,077	$	(20,931)
Net income attributable to common stockholders					$	8,652	$	21,014	$	11,729	$	83

Total revenue decreased by ~~44.3%~~37.0%, or approximately $0.2 million, from $0.4 million for the three months ended ~~March 31,~~June 30, 2018 to $0.2 million for the three months ended ~~March 31,~~June 30, 2019. The decrease in total revenue was primarily attributable to a decline in sales of tetrabenazine of $0.1 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2019. Total revenue also included service and sublease revenue from MeiraGTx of $0.2 million for each of the three months ended June 30, 2019 and 2018.

Total revenue decreased by 41.0%, or approximately $0.3 million, from $0.8 million for the six months ended June 30, 2018 to $0.5 million for the six months ended June 30, 2019. The decrease in total revenue was primarily attributable to the decline in sales of tetrabenazine from ~~$0.2~~$0.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2018 to ~~less than~~ $0.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2019. Total revenue also included service and sublease revenue from MeiraGTx of ~~$0.1~~$0.3 million for each of the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018.

Cost of sales was less than $0.1 million ~~and $0.2 million~~ for each of the three months ended ~~March 31,~~June 30, 2019 and 2018, and $0.1 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. We recognized $0.9 million of inventory write-downs during each of the three and six months ended June 30, 2019 of our pre-launch KD034 inventory based on our expectation that such inventory will not be sold prior to reaching its product expiration date. We recognized $0.1 million and $0.2 million of inventory write-downs during the three and six months ended ~~March 31,~~June 30, 2018, respectively, of our Ribasphere inventory based on our expectation that such inventory will not be sold prior to reaching its product expiration date. ~~There were no significant inventory write-downs recroded in the three months ended March 31, 2019.~~

Research and development expenses increased by ~~53.3%~~48.4%, or approximately ~~$5.2~~$4.9 million, to ~~$15.0~~$15.1 million for the three months ended ~~March 31,~~June 30, 2019 from ~~$9.8~~$10.2 million for the three months ended ~~March 31,~~June 30, 2018. The increase in research and development expense for the three months ended ~~March 31,~~June 30, 2019 as compared to the three months ended ~~March 31,~~June 30, 2018 was primarily related to development of the Company’s most advanced product candidate KD025, as well as the development of ~~KD045~~KD033 and ~~KD033.~~KD045.

Research and development expenses increased by 50.8%, or approximately $10.1 million, to $30.1 million for the six months ended June 30, 2019 from $20.0 million for the six months ended June 30, 2018. The increase in research and development expense for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 was primarily related to development of the Company’s most advanced product candidate, KD025, as well as the development of KD033 and KD045.

Selling, general and administrative expenses ~~decreased~~remained generally consistent for the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018. Selling, general and administrative expenses increased by ~~3.7%~~1.9%, or approximately ~~$0.3~~$0.2 million, to ~~$7.9~~$9.0 million for the three months ended ~~March 31,~~June 30, 2019 from ~~$8.3~~$8.8 million for the three months ended ~~March 31, 2018. The decrease in~~June 30, 2018, while selling, general and administrative ~~expense is primarily related~~expenses decreased by 0.8%, or approximately $0.1 million, to ~~a decrease in legal and marketing costs~~$16.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~as compared to~~from $17.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2018.



	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2019		2018		2019		2018		2019		2018
	(unaudited)				(unaudited)				(unaudited)
	(in thousands)				(in thousands)				(in thousands)
Interest expense	$	837	$	951	$	(843)	$	(939)	$	(1,680)	$	(1,890)
Amortization of deferred financing costs and debt discount and premium		95		514		(93)		(399)		(188)		(913)
Change in fair value of financial instruments		224		(141)		280		463		56		604
Loss on equity method investment		—		1,242		—		—		—		(1,242)
Unrealized gain on equity securities		(26,828)		—		34,110		40,508		60,938		40,508
Interest income		(656)		(69)		548		139		1,204		208
Other expense		9		1
Other (income) expense	$	(26,319)	$	2,498
Other (expense) income						(2)		3		(11)		2
Total other income					$	34,000	$	39,775	$	60,319	$	37,277

For the three and six months ended ~~March 31,~~June 30, 2019, other income consisted primarily of unrealized gains related to our investment in MeiraGTx common stock of ~~$26.8~~$34.1 million and $60.9 million, respectively, and interest income of ~~$0.7~~$0.5 million and $1.2 million, respectively, partially offset by a change in the fair value of financial instruments of ~~$0.2~~$0.3 million and $0.1 million, respectively, and interest expense and other costs related to our debt of $0.9 ~~million.~~million and $1.9 million, respectively.

For the three and six months ended ~~March 31,~~June 30, 2018, other ~~expense~~income consisted primarily of a change in the fair value of financial instruments of $0.5 million and $0.6 million, respectively, and unrealized gains related to our investment in MeiraGTx common stock of $40.5 million for each of the three and six months ended June 30, 2018, partially offset by interest expense and other costs related to our debt of ~~$1.5~~$1.3 million and ~~a loss on equity method investment in MeiraGTx of $1.2~~$2.8 million ~~partially offset by interest income of $0.1 million~~for the three and ~~a change in the fair value of financial instruments of $0.1 million.~~

No income tax expense was recorded for the three and six months ended ~~March 31, 2019~~June 30, 2019. The Tax Cuts and Jobs Act (the “Tax Act”) was enacted in December 2017. In accordance with the Tax Act, the Company determined it necessary to reduce the recorded deferred tax liability by $0.6 million during the second quarter of 2018 to allow naked credit deferred tax liabilities to be used as a source of taxable income in the future. The change in deferred tax liability has been recognized as income tax benefit in the consolidated financial statements of operations for the three and six months ended June 30, 2018.

We have ~~30,000~~28,708 shares of 5% convertible preferred stock outstanding, which accrue dividends at a rate of 5% and ~~converts~~convert into shares of our common stock at a 20% discount to the initial public offering price per share of common stock in the Company’s IPO of $12.00 per ~~share~~share. In May 2019, the holders of ~~our~~1,292 shares of 5% convertible preferred stock exercised their right to convert their convertible preferred shares into 154,645 shares of the Company’s common stock. WeThe Company accrued dividends on the 5% convertible preferred stock of $0.4 million ~~for each of~~and $0.8 million during the three and six months ended ~~March 31,~~June 30, 2019 and ~~2018.~~2018, respectively. The Company ~~also~~ calculated a deemed dividend of $0.1 million on the $0.4 million of accrued dividends ~~for~~during each of the three months ended ~~March 31,~~June 30, 2019 and 2018, and $0.2 million on the $0.8 million of accrued dividends during each of the six months ended June 30, 2019 and 2018, which is a beneficial conversion feature. The stated liquidation preference ofamount on the 5% convertible preferred stock totaled ~~$33.0~~$33.1 million at ~~March 31,~~June 30, 2019.

We maintained cash and cash equivalents of ~~$99.4~~$86.2 million at ~~March 31,~~June 30, 2019. We had an accumulated deficit of ~~$266.6~~$257.9 million and working capital of ~~$77.1~~$58.9 million at ~~March 31, 2019.We~~June 30, 2019. We entered into a Sales Agreement with Cantor Fitzgerald & Co. in August 2017 under which we may sell up to $40.0 million in shares of ~~its~~our common stock in one or more placements at prevailing market prices for ~~its~~our common stock (the “ATM Offering”). Any such sales would be effected pursuant to our registration statement on Form S-3 (File No. 333-222364), declared effective by the SEC on January 10, 2018. In January 2019, we sold 13,778,705 shares of common stock at a weighted average price of $2.17 per share through the ATM Offering ~~Program~~ and received total gross proceeds of $29.9 million ($29.0 million net of $0.9 million of commissions). In April, 2019, ~~the Company~~we sold 2,538,100 shares of common stock at a price of $2.70 per share through the ATM Offering and received total gross proceeds of $6.9 million ($6.7 million net of $0.2 million of commissions payable by us) ~~(see Note 19 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q)~~. Our existing cash and cash equivalents are expected to enable us to advance our ~~planned~~ Phase 2 clinical studies ~~for~~of KD025 and advance certain of our other pipeline product candidates and provide for other working capital purposes.

Our plans include continuing to finance operations through the issuance of additional equity securities, monetization of assets and increasing ~~the~~our commercial portfolio through the development of ~~the~~our current pipeline or through strategic collaborations. Any transactions which occur may contain covenants that restrict the ability of our management to operate the business or may have rights, preferences or privileges senior to the our common stock and may dilute our current stockholders.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. We have not established a source of revenues sufficient to cover our operating costs, and as such, have been dependent on funding operations through the issuance of debt and sale of equity securities. Since inception, we have experienced significant loses and incurred negative cash flows from operations. We expect to incur further losses over the next several years as we ~~develops~~develop our business. We have spent, and expect to continue to spend, a substantial amount of funds in connection with implementing our business strategy, including our planned product development efforts, preparation for our planned clinical trials, performance of clinical trials and our research and discovery efforts.

Our cash and cash equivalents are not expected to be sufficient to enable us to meet our long-term expected plans, including commercialization of clinical pipeline products, if approved, or initiation or completion of future registrational studies. We have no commitments for any additional financing and may not be successful in our efforts to raise additional funds or achieve profitable operations, and there can be no assurance that additional financing will be available to us on commercially acceptable terms or at all. Any amounts raised will be used for further development of our product candidates, for marketing and promotion, to secure additional property and equipment and for other working capital purposes.

If we are unable to obtain additional capital, our long-term business plan may not be accomplished and we may be forced to curtail or cease operations. ~~Further, the~~The 2015 Credit Agreement contains certain developmental milestones, ~~that must be achieved by December 31, 2019, which are considered to be outside of our control,~~ as well as a minimum ~~liquidty~~liquidity covenant. ~~As such, if achievement of the developmental~~The Company’s failure to achieve these milestones ~~does not occur as anticipated~~[as anticipated] by December 31, 2019 or ~~we violate our~~its violation of its minimum ~~liquidty~~liquidity covenant wewould constitute an event of default under the 2015 Credit Agreement. Upon an event of default, the Lender may terminate the commitments under the 2015 Credit Agreement and declare the loans then outstanding under the 2015 Credit Agreement to be due and payable in whole or in part, together with any applicable fees and accrued interest thereon. The Company considers some of these developmental milestones to be outside of its control. As a

result, if an event of default arises under the Credit Agreement, the Company may need to use cash and cash equivalents on hand to fund certain repayment commitments ~~as any such non-compliance could,~~ under ~~the remedies set forth in~~ the 2015 Credit Agreement, trigger a termination of the Commitments (as defined in the 2015 Credit Agreement) or a declaration by the Lender that the Loan (as defined in the 2015 Credit Agreement) be due and payable in whole or part, together with any applicable fees and/or interest thereon. Agreement.

These factors individually and collectively continue to raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of us to continue as a going ~~concern~~concern.

Since our inception through ~~March 31,~~June 30, 2019, we have raised net proceeds from the issuance of equity and debt. At ~~March 31,~~June 30, 2019, we had $28.0 million of outstanding loans under the 2015 Credit Agreement, ~~that~~which matures in July 2020. As of the date hereof, we are not in default under the terms of the 2015 Credit Agreement. ~~The Company~~We maintained cash and cash equivalents of ~~$99.4~~$86.2 million at ~~March 31,~~June 30, 2019.

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



	Three Months Ended				Six Months Ended
	March 31,				June 30,
	2019		2018		2019		2018
	(unaudited)				(unaudited)
	(in thousands)				(in thousands)

Net cash provided by (used in):
Operating activities	$	(24,133)	$	(17,109)	$	(43,914)	$	(35,345)
Investing activities		(298)		(127)		(413)		(528)
Financing activities		29,049		(1,114)		35,769		99,826
Net increase (decrease) in cash and cash equivalents	$	4,618	$	(18,350)	$	(8,558)	$	63,953

The net cash used in operating activities was ~~$24.1~~$43.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2019, and consisted primarily of a net income of ~~$3.6~~$12.8 million adjusted for ~~$23.0~~$53.2 million in net non-cash items, including unrealized gain on equity securities of ~~$26.8~~$60.9 million, offset by the depreciation and amortization of fixed assets and right-of-use lease assets of ~~$1.3~~$2.6 million, amortization of deferred financing costs and debt discount ~~and debt premium~~ of ~~$0.1~~$0.2 million, write-down of inventory of $0.9 million, change in fair value of financial instruments of ~~$0.2~~$(0.1) million and share-based compensation expense of ~~$2.2~~$4.1 million, as well as a net decrease in operating assets and liabilities of ~~$4.7~~$3.5 million. Once adjusted for the non-cash items above, the cash used in operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2019 was primarily driven by selling, general and administrative expenses of ~~$5.0 million and research and development expense related to the advancement of our clinical product candidates of $14.4 million and interest paid on our debt of $0.8 million.~~

The net cash used in operating activities was $17.1 million for the three months ended March 31, 2018, and consisted primarily of a net loss of $20.4 million adjusted for $4.6 million in non-cash items, including the depreciation and amortization of fixed assets of $0.3 million, amortization of deferred financing costs, debt discount and debt premium of $0.5 million, loss on equity method investment of $1.2 million and share-based compensation expense of $2.6 million, as well as, a net decrease in operating assets and liabilities of $1.4 million, primarily driven by a decrease of $1.1 million in accounts payable, accrued expenses and other liabilities due to timing of payments for certain services. The net loss was primarily driven by selling, general and administrative expenses of $8.3$11.4 million, research and development expense related to the advancement of our clinical product candidates of ~~$9.8~~$28.0 million and interest paid on our debt of ~~$1.0~~$1.7 million.

The net cash used in operating activities was $35.3 million for the six months ended June 30, 2018, and consisted primarily of a net income of $1.1 million adjusted for $33.1 million in net non‑cash items, including the depreciation and amortization of fixed assets of $0.7 million, amortization of deferred financing costs, debt discount and debt premium of $0.9 million, loss on equity method investment of $1.2 million and share‑based compensation expense of $5.6 million, offset by an unrealized gain on equity securities of $40.5 million, change in deferred tax liability of $0.6 million, as well as a net decrease in operating assets and liabilities of $3.4 million. The significant items in the change in operating assets and liabilities include a decrease of $2.9 million in accounts payable, accrued expenses and other liabilities, an increase in prepaid and other assets of $0.5 million due to timing of payments for certain services, and a decrease in inventories of $0.7 million, partially offset by a decrease in accounts receivable of $0.6 million due to timing of collections from our customers. The net income was primarily driven by an unrealized gain on equity securities related to our investment in MeiraGTx of $40.5 million, offset by selling, general and administrative expenses of $17.1 million, research and development expense related to the advancement of our clinical product candidates of $20.0 million and interest paid on our debt of $1.9 million.

Net cash used in investing activities was ~~$0.3~~$0.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2019 consisting of costs related to leasehold improvements at our clinical office in Cambridge, MAMassachusetts and the purchase of laboratory equipment. Net cash used in investing activities was ~~$0.1~~$0.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2018, consisting of costs related to the purchase of property and equipment, primarily related to in‑in‑house ~~software.~~software and laboratory equipment.

Net cash provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2019 was ~~$29.0~~$35.8 million, consisting primarily of net proceeds from the issuance of common stock ~~in our~~through the ATM Offering of ~~$29.0~~$35.7 million. Net cash ~~used in~~provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2018 was ~~$1.1~~$99.8 million, consisting primarily of ~~principal payments related to~~proceeds from the ~~2015 Credit Agreement.~~issuance of common stock in our June 2018 public offering of shares of our common stock.

We expect our expenses to increase compared to prior periods in connection with our ongoing activities, particularly as we continue research and development, continue and initiate clinical trials and seek regulatory approvals for our product candidates. In anticipation of regulatory approval for any of our product candidates, we expect to incur significant pre-commercialization expenses related to product sales, marketing, distribution and manufacturing.

The expected use of our cash and cash equivalents at ~~March 31,~~June 30, 2019 represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The ~~amounts~~amount and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of, and results from, clinical trials, the potential need to conduct additional clinical trials to obtain approval of our product candidates for all intended indications, as well as any additional collaborations that we may enter into with third parties for our product candidates and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of our existing cash and cash equivalents. In addition, we anticipate the need to raise additional funds from the issuance of additional equity securities and monetization of assets, and our management will retain broad discretion over the allocation of those funds as well.

There have been no material changes in our contractual obligations and commitments during the ~~three~~six months ended ~~March 31,~~June 30, 2019 from those set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

During the periods presented we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under ~~the~~ SEC rules.

Our market risks as of ~~March 31,~~June 30, 2019 have not changed materially from those discussed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2018.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

As of ~~March 31,~~June 30, 2019, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). 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 principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of ~~March 31,~~June 30, 2019, our disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange ~~Act)~~Act of 1934, as amended) occurred during the fiscal quarter ended ~~March 31,~~June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Please refer to Note 16 of the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion related to our legal proceedings.

Investing in our securities involves a high degree of risk. In addition to the other information contained elsewhere in this ~~report,~~Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our ~~most recent~~ Annual Report on Form 10-K for the year ended December 31, 2018, which could be materially and adversely affect our business, financial condition or future results. These risks and uncertainties are not the only ones we face. You should recognize that other significant risks and uncertainties may arise in the future, which we cannot foresee at this time. Also, the risks that we ~~now~~currently foresee might affect us to a greater or different degree than expected. Certain risks and uncertainties, including ones that we currently deem immaterial or that are similar to those faced by other companies in our industry or business in general, may also affect our business. If any of the risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. ~~There are~~As of June 30, 2019, there were no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which is incorporated herein by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delaware (State or other jurisdiction of incorporation or organization)		27‑3576929 (I.R.S. Employer Identification No.)

450 East 29th Street, New York, NY (Address of principal executive offices)		10016 (Zip Code)


Large accelerated filer ☐		Accelerated filer ☒		Non-accelerated filer ☐		Smaller reporting company ☒		Emerging growth company ☒

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	KDMN	The New York Stock Exchange



	Significant Other Observable Inputs
	(Level 2)
Balance at January 1, 2018	$	1,952
Change in fair value of financial instruments		(1,525)
Fair value of warrants modified in the Fifth Amendment		111
Exercise of warrants recorded as liability		(14)
Balance at December 31, 2018	$	524
Change in fair value of financial instruments		~~224~~ (56)
Balance at ~~March 31,~~June 30, 2019	$	~~748~~468


		~~Three Months Ended~~
~~Lease Cost~~	~~Classification~~	~~March 31, 2019~~
~~Operating lease cost~~ ~~(a)~~	~~SG&A Expenses~~	$	~~1,168~~
~~Variable lease cost~~	~~SG&A Expenses~~		~~369~~
~~Sublease income~~ ~~(b)~~	~~Other Revenue~~		~~(173)~~
~~Net Lease Cost~~		$	~~1,364~~

~~Other Information~~
~~Operating cash flows paid for amounts included in the measurement of lease liabilities~~		$	~~1,150~~
~~Operating lease liabilities arising from obtaining right-of-use assets~~			31

~~Weighted average remaining lease term (years)~~			~~6.2~~
~~Weighted average discount rate~~			~~4.1%~~


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


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


		Three Months Ended		Six Months Ended
Lease Cost	Classification	June 30, 2019		June 30, 2019
Operating lease cost (a)	SG&A expenses	$	1,154	$	2,322
Variable lease cost	SG&A expenses		262		631
Sublease income (b)	Other revenue		(177)		(350)
Net Lease Cost		$	1,239	$	2,603

Other Information
Operating cash flows paid for amounts included in the measurement of lease liabilities		$	1,150	$	2,317
Operating lease liabilities arising from obtaining ROU assets			54		85

Weighted average remaining lease term (years)			5.9		5.9
Weighted average discount rate			4.1%		4.1%



Year ending December 31,	Amount
2019	$	4,672
2020		4,204
2021		4,177
2022		4,286
2023		4,153
Thereafter		7,731
Total	$	29,223


Exhibit Number	Description of Exhibit
~~3.1~~ 3.1*	Restated Certificate of Incorporation of Kadmon Holdings, Inc. ~~(incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).~~
3.2	Certificate of Designations of Kadmon Holdings, Inc. creating the 5% Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).
3.3	Bylaws of Kadmon Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37841), filed with the SEC on August 1, 2016).
10.1*	~~Employment Agreement between Kadmon Corporation, LLC and Steven Meehan, dated effective as of February 8, 2019~~.
31.1*	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of ~~The~~the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of ~~The~~the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002..
101*	The following materials from the Kadmon Holdings, Inc. Form 10-Q for the quarter ended ~~March 31,~~June 30, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of ~~March 31,~~June 30, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2019 and 2018, (iii) Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018, and (iv) Notes to the Financial Statements.
*	Filed herewith.
**	Furnished herewith.



Date: ~~May 9,~~August 5, 2019	By:	/s/ Harlan W. Waksal Harlan W. Waksal President and Chief Executive Officer (Principal Executive Officer)

Date: ~~May 9,~~August 5, 2019	By:	/s/ Steven Meehan Steven Meehan Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Date: ~~May 9,~~August 5, 2019	By:	/s/ Kyle Carver
		Kyle Carver Principal Accounting Officer, Controller
		(Principal Accounting Officer)