Entry into a Material Definitive Agreement

On February 27, 2023 In connection with the note purchase agreement entered into by Kiromic BioPharma, Inc. (the "Company") on January 20, 2023, the Company pursuant to the Agreement issued a 25% Senior Secured Convertible Promissory Note (the "Note") to the Investor (as defined in the Agreement) (Filing, Kiromic, FEB 27, 2023, View Source [SID1234627761]). The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the "Stated Rate") and matures on February 21, 2024 (the "Maturity Date"), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

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The Note is convertible into shares (the "Conversion Shares") of the Company’s common stock, par value $0.001 per share (the "Common Stock"), at an initial conversion price of $0.25 per share (the "Conversion Price"), subject to a beneficial ownership limitation equivalent to 9.99% (the "Beneficial Ownership Limitation") and a share cap of 5,771,547 shares (the "Share Cap"), representing 19.9% of the total issued and outstanding shares of Common Stock as of February 21, 2023, in the event that the Conversion Price is lower than $0.1540 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date.

The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the "UCC") and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.

The foregoing description of the Note is qualified in its entirety by reference to the full text of such Note, a copy of which is attached hereto as exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of the Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Entry into a Material Definitive Agreement.

On February 27, 2023 Genprex, Inc. (the "Company") reported that it has entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited healthcare-focused institutional investor (the "Purchaser") pursuant to which the Company agreed to issue and sell to the Purchaser 3,809,524 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock") and common warrants to purchase an aggregate of 3,809,524 shares of Common Stock (the "Warrants"), in a registered direct offering (the "Offering") (Filing, 8-K, Genprex, FEB 27, 2023, View Source [SID1234627758]).

The Warrants are exercisable immediately upon issuance, expire 5 years from the date of issuance and have an exercise price of $1.10 per share. The combined offering price is $1.05 per share of common stock and accompanying Warrant. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $4.0 million, before deducting placement agent fees and other estimated Offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Warrants issued in the Offering. The closing of the Offering is expected to occur on or about March 1, 2023, subject to the satisfaction of customary closing conditions.

The Warrants may only be exercised on a cashless basis if, at the time of exercise, there is no registration statement registering, or the prospectus contained therein in not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth in the Warrant and payable in the form of consideration set forth in the Warrant.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Commission.

The Company engaged A.G.P./Alliance Global Partners to act as placement agent in the Offering. The Company has agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds generated from the Offering and to reimburse certain expenses of the placement agent in connection with the Offering in an amount not to exceed $20,000.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (No. 333-239134), as previously filed with the Securities and Exchange Commission on June 12, 2020, as amended on July 1, 2020 and declared effective on July 17, 2020, and a related base prospectus and prospectus supplement.

The foregoing descriptions of the material terms of the Warrant and the Securities Purchase Agreement do not purport to be complete and are qualified by the forms of the Warrant and the Securities Purchase Agreement, copies of which are filed herewith as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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Transactions in connection with share buy-back program

On February 27, 2023 Genmab A/S (Nasdaq: GMAB), reported the initiation of a share buy-back program to honor our commitments under our Restricted Stock Units program (Press release, Genmab, FEB 27, 2023, View Source [SID1234627757]).

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The share buy-back program is expected to be completed no later than March 31, 2023 and comprises up to 220,000 shares.

The following transactions were executed under the program from February 23, 2023, to February 24, 2023:

No. of shares Average price (DKK) Total value (DKK)
Accumulated through last announcement – –
February 23, 2023 12,000 2,645.86 31,750,320
February 24, 2023 10,000 2,648.18 26,481,800


Total 22,000 58,232,120
Accumulated under the program 22,000 58,232,120
Details of each transaction are included as an appendix to this announcement.

Following these transactions, Genmab holds 565,416 shares as treasury shares, corresponding to 0.86% of the total share capital and voting rights.

The share buy-back program is undertaken in accordance with Regulation (EU) No. 596/2014 (‘MAR’) and the Commission Delegated Regulation (EU) 2016/1052, also referred to as the "Safe Harbour Regulation." Further details on the terms of the share buy-back program can be found in our company announcement no. 06 dated February 22, 2023.

FibroGen Reports Fourth Quarter and Full Year 2022 Financial Results

On February 27, 2023 FibroGen, Inc. (NASDAQ: FGEN) reported financial results for the fourth quarter and full year 2022 and provided an update on the company’s recent developments (Press release, FibroGen, FEB 27, 2023, View Source [SID1234627756]).

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"We are proud of the significant progress advancing our clinical pipeline in 2022 and excited and well-prepared to deliver results from five pivotal phase 3 trials in 2023," said Enrique Conterno, Chief Executive Officer, FibroGen. "FibroGen represents a catalyst-rich opportunity with each of these trials representing an opportunity to provide a novel treatment to address a significant unmet medical need."

Upcoming Milestones:

Pamrevlumab


Topline data from the LELANTOS-1 Phase 3 study of pamrevlumab in non-ambulatory Duchenne muscular dystrophy (DMD) patients expected 2Q 2023.

Topline data from the ZEPHYRUS-1 Phase 3 study of pamrevlumab in idiopathic pulmonary fibrosis (IPF) expected mid-2023.

Topline data from the LELANTOS-2 Phase 3 study of pamrevlumab in ambulatory DMD patients expected 3Q 2023.

Topline data from the LAPIS Phase 3 study of pamrevlumab in locally advanced unresectable pancreatic cancer (LAPC) expected 1H 2024.

Topline data from the ZEPHYRUS-2 Phase 3 study of pamrevlumab in IPF expected mid-2024.
Roxadustat


Topline data from the MATTERHORN Phase 3 study of roxadustat in anemia of myelodysplastic syndromes (MDS) expected 2Q 2023.

Topline data from the China Phase 3 study of roxadustat for the treatment of chemotherapy-induced anemia (CIA) expected 2Q 2023.
Preclinical Pipeline


Expect to file up to two INDs: FG-3165 (anti-Gal9 antibody) and FG-3163 (anti-CCR8 antibody) in 2H 2023.

Recent Developments and Key Events of 2022:


Completed enrollment of the LELANTOS-1 Phase 3 clinical trial of pamrevlumab in non-ambulatory patients with DMD.

Completed enrollment of the ZEPHYRUS-1 Phase 3 clinical trial of pamrevlumab in patients with IPF.

Our partner Astellas received approval for roxadustat in Russia for the treatment of adult patients with symptomatic anemia associated with chronic kidney disease (CKD), which triggered a $25 million milestone which FibroGen recorded in 1Q 2022.

Completed enrollment of the LELANTOS-2 Phase 3 clinical trial of pamrevlumab in ambulatory patients with DMD.

Completed non-dilutive revenue interest monetization transaction providing $50 million with NovaQuest Capital Management to support our strategic priorities.

Completed enrollment of the MATTERHORN Phase 3 study of roxadustat in patients with anemia of MDS.

In 1Q 2023, completed enrollment of the China Phase 3 study of roxadustat in patients with chemotherapy-induced anemia (CIA).

In 1Q 2023, Partner Eluminex Biosciences implanted the first patient with a biosynthetic cornea in their pivotal clinical trial in China.

Continuation in the Pancreatic Cancer Action Network’s (PanCAN) Precision PromiseSM adaptive trial platform evaluating pamrevlumab [and standard of care] for patients with metastatic pancreatic cancer.

China:


Fourth quarter FibroGen’s net product revenue under U.S. GAAP from the sale of roxadustat in China was $23.4 million compared to $5.5 million in the fourth quarter of 2021, an increase of 328%.

Full year 2022 FibroGen’s net product revenue under U.S. GAAP from the sale of roxadustat in China was $82.9 million compared to $47.6 million in the full year 2021, an increase of 74%.

Fourth quarter total roxadustat net sales in China1 by FibroGen and the distribution entity jointly owned by FibroGen and AstraZeneca (JDE) was $53.1 million, compared to $32.0 million in the fourth quarter of 2021.

Full year 2022 total roxadustat net sales in China1 by FibroGen and the JDE was $208.8 million, compared to $186.1 million in the full year 2021, 12% growth in net sales driven by over 80% growth in volume.

Roxadustat continues to be the number one brand based on value share in the anemia of CKD market in China.

Financial:


Total revenue for the fourth quarter of 2022 was $34.4 million, as compared to $16.5 million for the fourth quarter of 2021.

Total revenue for 2022 was $140.7 million as compared to $235.3 million in 2021, which included $120 million of milestone payments from Astellas related to the EU approval of roxadustat.

Net loss for the fourth quarter of 2022 was $66.2 million, or $0.70 net loss per basic and diluted share, compared to a net loss of $134.1 million, or $1.45 net loss per basic and diluted share one year ago.

Net loss for the year was $293.7 million, or $3.14 net loss per basic and diluted share, compared to a net loss of $290.0 million, or $3.14 net loss per basic and diluted share one year ago.

At December 31, 2022, FibroGen had $442.7 million in cash – defined as cash, cash equivalents, investments, and accounts receivable.

Going forward, we believe we are funded through multiple key clinical milestones and we expect our cash, cash equivalents, investments, and accounts receivable to be sufficient to fund our operating plans into the second half of 2024 even without additional financing.

Conference Call and Webcast Details

FibroGen will host a conference call and webcast today, Monday, February 27, 2023, at 5:00 PM Eastern Time to discuss financial results and provide a business update. Interested parties may access a live audio webcast of the conference call via the "Investor Relations" page of the Company’s website at www.fibrogen.com. To access the call by phone, please go to this link (registration link), and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time at the following link (webcast replay).

1 Total roxadustat net sales in China includes sales made by the distribution entity as well as FibroGen China’s direct sales, each to its own distributors. The distribution entity jointly owned by AstraZeneca and FibroGen is not consolidated into FibroGen’s financial statements.

EMERGENT BIOSOLUTIONS REPORTS FINANCIAL RESULTS FOR FOURTH QUARTER 2022

On February 27, 2023 Emergent BioSolutions Inc. (NYSE: EBS) reported financial results for the fourth quarter and year ended December 31, 2022 (Press release, Emergent BioSolutions, FEB 27, 2023, View Source [SID1234627755]).

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"Our 2022 performance reflects the transition the company is undergoing and, together with our 2023 forecast, stands as a baseline from which we will grow post-pandemic," said Robert G. Kramer, president and CEO of Emergent BioSolutions. "Moving forward, our strategy will continue to put patients and customers first and support governments and their public health preparedness and response capabilities while returning Emergent to sustainable long-term growth and profitability."

FINANCIAL HIGHLIGHTS (1)
Q4 2022 vs. Q4 2021
($ in millions, except per share amounts) Q4 2022 Q4 2021 % Change
Total Revenues $330.7 $723.2 (54)%
Net Income (Loss) $(88.0) $189.3 *
Net Income (Loss) per Diluted Share $(1.76) $3.50 *
Adjusted Net Income (Loss) (2)
$(15.1) $243.4 *
Adjusted Net Income (Loss) (2) per Diluted Share
$(0.31) $4.50 *
Adjusted EBITDA (2)
$34.2 $191.5 (82)%
Gross Margin % 32% 67% NM
Adjusted Gross Margin % (2)
48% 67% NM
* % change is greater than +/- 100%
NM – Not Meaningful

Full Year 2022 vs. Full Year 2021
($ in millions, except per share amounts)
Full Year 2022
Full Year 2021
% Change
Total Revenues $1,120.9 $1,792.7 (37)%
Net Income (Loss) $(223.8) $230.9 *
Net Income (Loss) per Diluted Share $(4.47) $4.27 *
Adjusted Net Income (Loss) (2)
$(111.9) $325.7 *
Adjusted Net Income (Loss) (2) per Diluted Share
$(2.23) $6.02 *
Adjusted EBITDA (2)
$26.1 $517.6 (95)%
Gross Margin % 36% 54% NM
Adjusted Gross Margin % (2)
41% 55% NM
* % change is greater than +/- 100%
NM – Not Meaningful

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SELECT Q4 2022 AND OTHER RECENT BUSINESS UPDATES
•Announced U.S. Food and Drug Administration (FDA) acceptance and priority review of supplemental New Drug Application for NARCAN (naloxone HCl) Nasal Spray 4 mg as an over-the-counter (OTC) emergency treatment for known or suspected opioid overdose
•Announced unanimous vote by the FDA Nonprescription Drugs and Anesthetic and Analgesic Drug Products Advisory Committees in favor of NARCAN Nasal Spray for OTC use
•Announced agreement to sell travel health business to Bavarian Nordic for up to $380.0 million
•Awarded a five-year, indefinite-delivery, indefinite-quantity procurement contract to supply RSDL (Reactive Skin Decontamination Lotion Kit) to the U.S. Department of Defense (DoD) valued at up to $379.6 million
•Announced a research award by the DoD Congressionally Directed Medical Research Programs to evaluate efficacy of the Company’s single-dose chikungunya virus virus-like particle vaccine candidate in a post-approval field efficacy study in areas with active chikungunya virus transmission
•Announced organization changes as part of sharpened strategic focus comprising the formation of a newly created Science and Development function and the elimination of 132 positions with an anticipated annualized savings of over $60.0 million when fully implemented

Q4 2022 FINANCIAL PERFORMANCE (1)
Revenues
($ in millions) Q4 2022 Q4 2021 % Change
Product sales, net (3):
•Anthrax vaccines
$50.9 $137.7 (63)%
•ACAM2000
$— $125.8 (100)%
•Nasal naloxone products
$91.1 $120.6 (24)%
•TEMBEXA
$117.6 $— NM
•Other (4)
$46.1 $50.2 (8)%
Total product sales, net $305.7 $434.3 (30)%
Contract development and manufacturing (CDMO):
•Services
$17.7 $51.2 (65)%
•Leases
$0.2 $167.1 (100)%
Total CDMO $17.9 $218.3 (92)%
Contracts and grants $7.1 $70.6 (90)%
Total revenues $330.7 $723.2 (54)%
NM – Not Meaningful

Product Sales, net
Anthrax vaccines
For Q4 2022, revenues from anthrax vaccines decreased $86.8 million as compared with Q4 2021. The decrease was largely driven by a decrease in deliveries of AV7909 (Anthrax Vaccine Adsorbed, Adjuvanted) to the U.S. government (USG), specifically the Strategic National Stockpile (SNS).
ACAM2000
For Q4 2022, revenues from ACAM2000 (Smallpox (Vaccinia) Vaccine, Live) decreased $125.8 million to $0.0 as compared with Q4 2021. The decrease was driven by the timing of deliveries to the USG.
Nasal naloxone products
For Q4 2022, revenues from nasal naloxone products decreased $29.5 million as compared with Q4 2021. The decrease was primarily driven by a reduction in commercial retail sales and a decrease in the price per unit following
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the launch of a generic version of NARCAN Nasal Spray 4mg in December 2021, partially offset by an increase in U.S. public interest and Canadian sales.
TEMBEXA
TEMBEXA (brincidofovir) sales, following the Company’s September 2022 acquisition of worldwide rights to TEMBEXA, contributed $117.6 million in revenues for Q4 2022.
Other (4)
For Q4 2022, revenues from other product sales decreased $4.1 million as compared with Q4 2021. The decrease was primarily due to lower sales of two of the Company’s Government/Medical Countermeasure (MCM) products: i) BAT [Botulism Antitoxin Heptavalent (A, B, C, D, E, F, G) – (Equine)], driven by timing of deliveries to the SNS and to international customers; and, ii) VIGIV [Vaccinia Immune Globulin Intravenous (Human)], driven by timing of deliveries to the SNS and international customers. These were partially offset by an increase in sales of Vivotif (Typhoid Vaccine Live Oral Ty21a) and Anthrasil [Anthrax Immune Globulin Intravenous (human)].
CDMO
CDMO Services
For Q4 2022, revenues from contract development and manufacturing services decreased $33.5 million as compared with Q4 2021. This decrease was largely due to no revenues in the quarter from the AstraZeneca and Janssen contracts both of which contributed combined revenues of $31.8 million in Q4 2021. Specifically, there was a cessation of manufacturing activities under the AstraZeneca contract at the Company’s Bayview facility in 2021, and a pause and eventual cessation of manufacturing activities under the Janssen contract initiated in Q1 2022. The decrease also reflects reduced production at the Camden facility in the quarter driven by additional investments in strengthening quality and compliance that restricted the Company’s ability to optimally utilize the existing capacity at the site. These declines in revenues were partially offset by an increase in services revenues earned at the Company’s Winnipeg facility.
CDMO Leases
For Q4 2022, revenues from contract development and manufacturing leases decreased $166.9 million as compared with Q4 2021. This decrease was largely due to no revenues in the quarter from the lease components of the contracts with the Center for Innovation in Advanced Development and Manufacturing ("CIADM") and Janssen, which contributed a combined $167.1 million in revenues in Q4 2021.
Contracts and Grants
For Q4 2022, revenues from contracts and grants decreased $63.5 million as compared with Q4 2021. The decrease was a result of $59.7 million being recognized in Q4 2021, primarily deferred revenue, which was lower in Q4 2022 as a result of the termination of the base CIADM contract coupled with decreases in third party development activities.
Operating Expenses
($ in millions) Q4 2022 Q4 2021 % Change
Cost of product sales $167.3 $145.0 15%
Cost of CDMO $52.1 $67.9 (23)%
Research and development $57.6 $83.0 (31)%
Selling, general and administrative $94.2 $94.2 —%
Goodwill impairment $6.7 $41.7 (84)%
Amortization of intangible assets $17.9 $14.0 28%
Total operating expenses $395.8 $445.8 (11)%

Cost of Product Sales
For Q4 2022, cost of product sales increased $22.3 million as compared with Q4 2021. The increase was primarily due to an increase in product sales for TEMBEXA and inventory write offs related to AV7909, partially offset by decreases in product sales for ACAM2000 and generic and branded nasal naloxone products.
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Cost of CDMO
For Q4 2022, cost of CDMO decreased $15.8 million as compared with Q4 2021. The decrease is primarily due to reduced production activities across the Company’s CDMO network in Q4 2022 compared to Q4 2021. These decreases were partially offset by increased costs at the Company’s Camden facility due to additional investments in quality enhancement and improvement initiatives.
Research and Development (2)
For Q4 2022, research and development expenses decreased $25.4 million as compared with Q4 2021. The decrease is primarily due to the non-cash write-off of $38.0 million associated with a contract asset balance resulting from the 2021 CIADM contract termination, partially offset by an increase in costs associated with the Company’s Phase 3 R&D efforts in chikungunya. Net of contracts and grants revenue, which consists primarily of reimbursements against development investments, adjusted research and development expenses were $50.5 million for Q4 2022.
Selling, General and Administrative
For Q4 2022, selling, general and administrative expenses were consistent with Q4 2021.
Goodwill Impairment
During Q4 2022, as part of its annual goodwill impairment testing, the Company recognized a $6.7 million impairment charge to goodwill in the CDMO Services reporting unit reducing the reporting unit’s goodwill balance to zero as of December 31, 2022.
Capital Expenditures
($ in millions) Q4 2022 Q4 2021 % Change
Gross capital expenditures $23.6 $46.7 (49)%
Less: capital expenditures reimbursed $2.5 $60.5 (96)%
Net capital expenditures $21.1 $(13.8) *
Gross capital expenditures as a % of total revenues 7% 6% 100 bps
Net capital expenditures as a % of total revenues 6% (2)% 800 bps
* % change is greater than +/- 100%

For Q4 2022, gross capital expenditures decreased largely due to lower spending associated with the expansion project at the Company’s Rockville facility, which was completed in 2021.
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Segment Information
During Q1 2022, the Company began assessing its operating performance by focusing on two reportable segments: 1) a products segment (Products) consisting of the MCM and Commercial products and 2) a services segment (Services) consisting of CDMO business services. The Company evaluates the performance of these segments based on revenue and adjusted gross margin. Segment revenue includes external customer sales but does not include inter-segment services. The Company does not allocate contracts and grants, R&D, SG&A, amortization of intangible assets, interest and other income (expense) or taxes to its evaluation of the performance of these segments.
($ in millions) Products Services
Three Months Ended December 31, Three Months Ended December 31,
2022 2021 % Change 2022 2021 % Change
Revenues $305.7 $434.3 (30)% $17.9 $218.3 (92)%
Cost of sales $167.3 $145.0 15% $52.1 $67.9 (23)%
Less: Changes in fair value of contingent consideration $0.2 $0.3 (33)% $— $— NM
Less: Inventory step-up provision $51.4 $— NM $— $— NM
Adjusted cost of sales ** $115.7 $144.7 (20)% $52.1 $67.9 (23)%
Gross margin *** $138.4 $289.3 (52)% $(34.2) $150.4 *
Gross margin % *** 45% 67% NM (191)% 69% NM
Adjusted gross margin **** $190.0 $289.6 (34)% $(34.2) $150.4 *
Adjusted gross margin % **** 62% 67% NM (191)% 69% NM
* % change is greater than +/- 100%
** Adjusted cost of sales, which is a non-GAAP financial measure, is calculated as cost of sales less changes in fair value of contingent consideration and inventory step-up provision, both of which are non-cash items.
*** Gross margin is calculated as revenues less cost of sales. Gross margin % is calculated as gross margin divided by revenues.
**** Adjusted gross margin, which is a non-GAAP financial measure, is calculated as revenues less Adjusted cost of sales. Adjusted gross margin %, which is a non-GAAP financial measure, is calculated as Adjusted gross margin divided by revenues.
NM – Not Meaningful

For Q4 2022, Product gross margin and Product adjusted gross margin decreased $150.9 million and $99.6 million, respectively, as compared with Q4 2021. The decrease in Product gross margin and Product adjusted gross margin was primarily due to decreased sales volumes and inventory write-offs combined with a less favorable mix weighted more heavily to lower margin products.
For Q4 2022, Services gross margin and Services adjusted gross margin each decreased $184.6 million, as compared with Q4 2021. The decreases are primarily due to the decline in revenue at the Company’s Bayview facility as a result of the completion of the Company’s arrangement with BARDA, the cessation of manufacturing activities related to the AstraZeneca and Janssen contracts, and the decrease in margins at the Company’s Camden facility due to additional investments in quality enhancement and improvement initiatives, including an increase in professional services costs.
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SELECT FULL YEAR 2022 FINANCIAL INFORMATION
Revenues
($ in millions)
Full Year 2022
Full Year 2021
% Change
Product sales, net (3):
•Nasal naloxone products
$373.7 $434.3 (14)%
•ACAM2000
$63.4 $206.5 (69)%
•Anthrax vaccines
$274.3 $259.8 6%
•TEMBEXA
$117.6 $— NM
•Other (4)
$137.2 $123.3 11%
Total product sales, net $966.2 $1,023.9 (6)%
CDMO:
•Services
$108.4 $334.9 (68)%
•Leases
$4.9 $299.7 (98)%
Total CDMO $113.3 $634.6 (82)%
Contracts and grants $41.4 $134.2 (69)%
Total revenues $1,120.9 $1,792.7 (37)%
NM – Not Meaningful

Operating Expenses
($ in millions)
Full Year 2022
Full Year 2021
% Change
Cost of product sales $424.1 $382.0 11%
Cost of CDMO $269.6 $375.5 (28)%
Research and development $193.0 $234.0 (18)%
Selling, general and administrative $340.3 $348.4 (2)%
Goodwill impairment $6.7 $41.7 (84)%
Amortization of intangible assets $59.9 $58.5 2%
Total operating expenses $1,293.6 $1,440.1 (10)%

Net of contracts and grants revenue, which consists primarily of reimbursements against development investments, adjusted research and development expenses were $151.6 million for full year 2022. (2)
Capital Expenditures
($ in millions)
Full Year 2022
Full Year 2021
% Change
Gross capital expenditures $115.8 $225.0 (49)%
Less: capital expenditures reimbursed $2.5 $84.8 (97)%
Net capital expenditures $113.3 $140.2 (19)%
Gross capital expenditures as a % of total revenues 10% 13% (300) bps
Net capital expenditures as a % of total revenues 10% 8% 200 bps

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Segment Information
Full Year 2022 Segment Information
($ in millions) Products Services
Year Ended December 31, Year Ended December 31,
2022 2021 % Change 2022 2021 % Change
Revenues $966.2 $1,023.9 (6)% $113.3 $634.6 (82)%
Cost of sales $424.1 $382.0 11% $269.6 $375.5 (28)%
Less: Changes in fair value of contingent consideration $2.6 $2.9 (10)% $— $— NM
Less: Inventory step-up provision $51.4 $— NM $— $— NM
Adjusted cost of sales** $370.1 $379.1 (2)% $269.6 $375.5 (28)%
Gross margin *** $542.1 $641.9 (16)% $(156.3) $259.1 *
Gross margin % *** 56% 63% -700 (138)% 41% NM
Adjusted gross margin **** $596.1 $644.8 (8)% $(156.3) $259.1 *
Adjusted gross margin % **** 62% 63% -100 (138)% 41% NM
* % change is greater than +/- 100%
** Adjusted cost of sales, which is a non-GAAP financial measure, is calculated as cost of sales less changes in fair value of contingent consideration and inventory step-up provision, both of which are non-cash items.
*** Gross margin is calculated as revenues less cost of sales. Gross margin % is calculated as gross margin divided by revenues.
**** Adjusted gross margin, which is a non-GAAP financial measure, is calculated as revenues less Adjusted cost of sales. Adjusted gross margin %, which is a non-GAAP financial measure, is calculated as Adjusted gross margin divided by revenues.
NM – Not Meaningful

For 2022, Product gross margin and Product adjusted gross margin decreased $99.8 million and $48.7 million, respectively as compared with 2021. The decrease in Product gross margin and Product adjusted gross margin are primarily due to decreased sales volumes and inventory write-offs combined with a less favorable mix weighted more heavily to lower margin products.
For 2022, Services gross margin and Services adjusted gross margin each decreased $415.4 million as compared with 2021. The decrease was primarily due to the decline in revenue at the Company’s Bayview facility as a result of the completion of the Company’s arrangement with BARDA, the cessation of manufacturing activities related to the AstraZeneca and Janssen contracts, and the decrease in margins at the Company’s Camden facility due to additional investments in quality enhancement and improvement initiatives, including an increase in professional services costs.
2023 FINANCIAL FORECAST
The Company provides the following financial forecast for full year 2023 and Q1 2023, in both instances reflecting management’s expectations based on the most current information available.
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Full Year 2023
Beginning in 2023, the Company is revising the categories used in discussing product/service level revenues. The new categories will be as follows:
•Anthrax Medical Countermeasures (Anthrax MCM) — comprises potential contributions from AV7909, BioThrax, Anthrasil and raxibacumab
•NARCAN — comprises contributions from NARCAN Nasal Spray
•Smallpox Medical Countermeasures (Smallpox MCM) — comprises potential contributions from ACAM2000, VIGIV and TEMBEXA
•CDMO — comprises service and lease revenues from the contract development and manufacturing business
•Other Products — includes potential contributions from BAT, RSDL, Trobigard, Vaxchora and Vivotif
($ in millions) Full Year 2022 Actual
Full Year 2023 Forecast
Total Revenues $1,120.9 $1,100 – $1,200
Net Loss $(223.8) $(180) – $(130)
Adjusted Net Loss (2)
$(111.9) $(80) – $(30)
Adjusted EBITDA (2)
$26.1 $75 – $125
Adjusted Gross Margin % (2)
36% 41% – 44%
Product/Service Level Revenue
•Anthrax MCM
$290.1 $260 – $280
•NARCAN
$373.7 $290 – $310
•Smallpox MCM
$234.4 $235 – $255
•CDMO
$113.3 $115 – $135
•Other Products
$137.2 $165 – $185

The full year 2023 financial forecast reflects the following key considerations.
•Excludes the potential impact of the sale of the travel health business to Bavarian Nordic first announced on 02/15/2023; the Company will update the full year 2023 forecast to reflect the impact of this transaction once it has closed, which is anticipated in Q2 2023.
•Reflects an assumed approval for over-the-counter NARCAN Nasal Spray, subsequent launch by the end of the summer 2023 and continued strong demand in the U.S. public interest (PIP) channel and Canada.
•Reflects continued procurement and delivery of the Company’s anthrax, smallpox and other related medical countermeasures (MCM) products to the U.S. and allied governments.
•Reflects the continued re-baselining of the CDMO services business overall as well as the impact of reduced production output from the Camden facility.

Q1 2023
The Q1 2023 total revenue forecast reflects management’s expectation for revenues and profitability in 2023 to be weighted towards the second half of the year.
($ in millions)
Q1 2023 Forecast
Total Revenues $130 – $150

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FOOTNOTES
(1) All financial information incorporated within this release is unaudited.
(2) See "Reconciliation of Non-GAAP Measures" and the reconciliation tables for the definitions and reconciliations of these non-GAAP financial measures to the most closely related GAAP financial measures.
(3) Product sales, net are reported net of variable consideration including returns, rebates, wholesaler fees and prompt pay discounts in accordance with U.S. generally accepted accounting principles.
(4) Other can include a combination of sales of any of the following products: BAT, VIGIV, Anthrasil, raxibacumab, RSDL, Trobigard, Vivotif, and Vaxchora.
(5) Other income (expense), net item adjustments to reconcile Net Income (Loss) to Adjusted EBITDA are related to the expense of the release of an indemnified uncertain tax position, which was recorded to other income (expense), net during the year ended December 31, 2022.

CONFERENCE CALL, PRESENTATION SUPPLEMENT AND WEBCAST INFORMATION
Company management will host a conference call at 5:00 pm eastern time today, February 27, 2023, to discuss these financial results. The conference call and presentation supplement can be accessed from the Company’s website or through the following:
By phone
Advance registration is required. Visit https://register.vevent.com/register/BIf83fa739007e4d0fa961e56cb781b14f to register and receive an email with the dial-in number, passcode and registrant ID.
By webcast
Visit View Source
A replay of the call can be accessed from the Emergent website.