UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

(Mark One)

For the quarterly period ended June 30, 20202021

or

For transition period from ___________to ___________.

Commission File Number: 001-37841

Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

(833) 900-5366

(Registrant’s telephone number, including area code)

_______________________________

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes x     No ¨

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨     No x

The number of shares of the registrant’s common stock outstanding as of August 3, 20202, 2021 was 171,137,067.172,350,363.

Kadmon Holdings, Inc.

Quarterly Report Form 10-Q

Table of Contents

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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 expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “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:

our ability to commercialize REZUROCK™ (belumosudil) and execute on our marketing plans for any other drugs or indications that may be approved in the initiation, timing, progressfuture;

risks that REZUROCK revenue, expenses and resultscosts may not be as expected;

risks relating to REZUROCK’s market acceptance, competition, reimbursement and regulatory actions;

our ability to obtain and maintain reimbursement for REZUROCK and any approved product and the extent to which patient assistance programs and copay programs are utilized;

our ability to manage our reliance on sole-source third parties such as our third party drug substance and drug product contract manufacturers;

the inherent uncertainty in estimates of our preclinical studiespatient populations and clinical trials,incidence and our research and development programs;prevalence estimates;

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

the impact of the COVID-19 pandemic on our business, workforce, patients, collaborators and suppliers, including delays in anticipated timelines and milestones of our clinical trials, and on various government agencies who we interact with and/or are governed by;

our reliance onby and commercial and clinical drug supply chain continuity and the successcommercial launch of our product candidates;REZUROCK;

the timing or likelihood of regulatory filings and approvals, especially in light of the COVID-19 pandemic;

our ability to expand our salesthe benefits of U.S. Food and marketing capabilities;

Drug Administration (“FDA”) designations such as the commercialization, pricing and reimbursement of our product candidates, if approved;Orphan Drug Designation;

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 and 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;

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

our ability to maintain and establish collaborations;

the ratestrategic agreements and degree of market acceptance, if any, of our product candidates, if approved;collaborations and their potential benefits;

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;

statements and estimates regarding future revenue, hiring plans, operating expenses, capital expenditures, capital requirements, needs for additional financing 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 marketable debt securities and other sources of liquidity;

our ability to manage our liquidity needs, including our ability to raise additional capital, to fund our operations or repay our debt obligations; 

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

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

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

other risks and uncertainties, including those listed under the caption “Risk Factors.”

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.

Except as required by law, we disclaim any duty to update any forward looking statements, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

Kadmon Holdings, Inc.

Consolidated balance sheetsBalance Sheets

(in thousands, except share and per share amounts)

Kadmon Holdings, Inc.

Consolidated statementsStatements of operationsOperations and Comprehensive Loss (unaudited)

(in thousands, except share and per share amounts)

Kadmon Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (unaudited)

(in thousands, except share amounts)

See accompanying notes to consolidated financial statements (unaudited)
‎

Kadmon Holdings, Inc.

Consolidated statementsStatements of stockholders’ equityStockholders’ Equity (unaudited)

(in thousands, except share amounts)