Zynerba Pharmaceuticals, Inc.
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K(Mark One)[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017.OR[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to ___________. Commission file number: 001-37526 Zynerba Pharmaceuticals, Inc.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization) 26-0389433(I.R.S. Employer Identification Number) 80 W. Lancaster Avenue, Suite 300, Devon, PA(Address of principal executive offices) 19333(Zip Code)(484) 581-7505(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Stock, par value $0.001 per share The NASDAQ Global Market Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No 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 thepreceding 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 past90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requirement to besubmitted and posted 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 registrantwas required to submit and post such files).☒ Yes ☐ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not becontained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large Accelerated filer ☐Accelerated filer ☒ Smaller reporting company ☐Non-accelerated filer ☐Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2017, the last day of the registrant’ssecond fiscal quarter, was approximately $191.5 million, based upon the closing price on the NASDAQ Global Market reported for such date. The market value ofvoting stock and non-voting common equity by non-affiliates excludes the value of those shares held by executive officers and directors of the registrant (suchexclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the Registrant.) There were 13,561,373 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of March 8, 2018. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant’s proxy statement for the 2018 annual meeting ofstockholders to be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2017. Table of Contents TABLE OF CONTENTS PART I Item 1. Business5Item 1A. Risk Factors37Item 1B. Unresolved Staff Comments70Item 2. Properties70Item 3. Legal Proceedings70Item 4. Mine Safety Disclosures70 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities71Item 6. Selected Financial Data73Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations75Item 7A. Quantitative and Qualitative Disclosures About Market Risk86Item 8. Financial Statements and Supplementary Data87Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure106Item 9A. Controls and Procedures106Item 9B. Other Information107 PART III Item 10. Directors, Executive Officers and Corporate Governance107Item 11. Executive Compensation.107Item 12. Security Ownership of Certain Beneficial Owners and management and Related Stockholder Matters107Item 13. Certain Relationships and Related Transactions, and Director Independence108Item 14. Principal Accounting Fees and Services108 PART IV Item 15. Exhibits, Financial Statement Schedules108Item 16. Form 10-K Summary111 2 Table of Contents FORWARD-LOOKING STATEMENTS Statements made in this Annual Report on Form 10-K, or this Report, that are not statements of historical or current facts are“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-lookingstatements discuss our current expectations and projections relating to our financial condition, results of operations, plans,objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,”“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “potential,” “project,” “projection,”“seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words andterms of similar meaning. Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees ofperformance. You should not place undue reliance on these statements. We have based these forward-looking statements onour current expectations and projections about future events. Although we believe that our assumptions made in connectionwith the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will proveto be correct. You should understand that the following important factors could affect our future results and could cause those results orother outcomes to differ materially from those expressed or implied in our forward-looking statements: ·our estimates regarding expenses, future revenue, capital requirements and timing and availability of and the needfor additional financing;·the success and timing of our preclinical studies and clinical trials;·the potential results of preclinical studies and clinical trials for ZYN002 and ZYN001;·our dependence on third parties in the conduct of our preclinical studies and clinical trials;·the difficulties and expenses associated with obtaining and maintaining regulatory approval of ZYN002 andZYN001;·our plans and ability to develop and commercialize ZYN002 and ZYN001;·the successful development of our commercialization capabilities, including sales and marketing capabilities;·the size and growth of the potential markets for ZYN002 and ZYN001, the rate and degree of market acceptance ofZYN002 and ZYN001 and our ability to serve those markets;·legal and regulatory developments in the United States and foreign countries; ·the success of competing therapies and products that are or become available;·our ability to limit our exposure under product liability lawsuits;·our ability to obtain and maintain intellectual property protection for ZYN002 and ZYN001;·recently enacted and future legislation regarding the healthcare system, including changes to the Affordable CareAct;·our ability to obtain and maintain third-party manufacturing for our product candidates on commercially reasonableterms;·the performance of third parties upon which we depend, including third-party contract research organizations, orCROs, and third-party manufacturers; and·our ability to recruit or retain key scientific, commercial or management personnel or to retain our executive officers. In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this Report(including the exhibits hereto) might not occur. We undertake no obligation, and specifically decline any obligation, topublicly update or revise any forward-looking statements, even if experience or future developments make it clear thatprojected results expressed or implied in such statements will not be realized, except as may be required by law. See Item 1A, “Risk Factors,” in this Report for a more complete discussion of these risks and uncertainties and for other risksand uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors thatcould cause actual results or developments to differ materially from those expressed in any of our forward-3 Table of Contents looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be noassurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that theywill have the expected consequences to, or effects on, us. Given these uncertainties, you are cautioned not to place unduereliance on such forward-looking statements. 4 Table of Contents PART I Item 1. Business Unless the context indicates otherwise, the terms “Zynerba,” “Zynerba Pharmaceuticals,” “we,” “us,” “our,” “our company”and “our business” refer to Zynerba Pharmaceuticals, Inc. Company Overview We are a clinical stage specialty pharmaceutical company dedicated to the development and commercialization ofinnovative transdermal pharmaceutically-produced cannabinoid treatments for rare (meeting the U.S. Food and DrugAdministration’s, or FDA’s, designation of an orphan disease, affecting fewer than 200,000 people in the United States) andnear-rare (affecting fewer than one million people in the United States) neurological and psychiatric, or neuropsychiatric,disorders in patients with high unmet medical needs. We are currently evaluating two patent protected product candidates,ZYN002 and ZYN001, in four neuropsychiatric indications. In 2017, we completed three Phase 2 clinical trials for ZYN002and two of those studies have open-label extensions that are ongoing. In 2018 we plan to initiate additional clinical trialsevaluating ZYN002 for the treatment of behavioral symptoms of Fragile X syndrome, or FXS, in pediatric and adolescentpatients, Developmental and Epileptic Encephalopathies, or DEE, in pediatric and adolescent patients, and refractory focalseizures in adults with epilepsy. We intend to study ZYN001 in patients with Tourette Syndrome, or TS, and anticipateinitiating a Phase 2 clinical trial in late 2018. We believe these product candidates will provide new treatment options forpatients. In 2017 we were also developing ZYN002 and ZYN001 for the treatment of certain pain indications. We havedecided to discontinue our development programs in the capital-intensive pain spaces. Cannabinoids are a class of compounds derived from Cannabis plants. The two primary cannabinoids contained in Cannabisare cannabidiol, or CBD, and ∆9-tetrahydrocannabinol, or THC. Clinical and preclinical data suggest that CBD has positiveeffects on treating behavioral symptoms of FXS and epilepsy, and THC may have positive effects on treating TS. We believeZYN002 may potentially offer first‑line therapies to patients suffering from FXS, DEE and focal seizures in adults withepilepsy, and ZYN001 may potentially offer first-line therapies to patients suffering from TS. ZYN002 is the first and only pharmaceutically-produced CBD formulated as a permeation‑enhanced gel for transdermaldelivery, and is patent protected through 2030. CBD is the primary non‑psychoactive component of Cannabis. In preclinicalanimal studies, ZYN002’s permeation enhancer increased delivery of CBD through the layers of the skin and into thecirculatory system. These preclinical studies suggest increased bioavailability, consistent plasma levels and the avoidance offirst‑pass liver metabolism of CBD when delivered transdermally. In addition, an in vitro study published in Cannabis andCannabinoid Research in April 2016 demonstrated that CBD is degraded to THC in an acidic environment such as thestomach. We believe such degradation may lead to increased psychoactive effects if CBD is delivered orally and may beavoided with the transdermal delivery of ZYN002, which maintains CBD in a neutral pH. ZYN002, which is being developedas a clear gel with once- or twice-daily dosing, is targeting treatment of behavioral symptoms of FXS and DEE in pediatricand adolescent patients and refractory focal seizures in adults with epilepsy. We have been granted orphan drug designationfrom the FDA for the use of CBD for the treatment of FXS. ZYN001 is a pro‑drug of THC that enables effective transdermal delivery of THC via a patch and is patent protected through2031. A pro‑drug is a drug administered in an inactive or less active form and designed to enable more effective delivery,which is then converted into an active form through a normal enzymatic process. In addition, we expect that ZYN001 will beclassified by the FDA as a new chemical entity, or NCE. We are working with a development partner, LTS LOHMANNTherapie-Systeme AG, or LTS, to optimize the formulation of ZYN001 into a state of the art drug-adhesive matrixtransdermal patch to be used in clinical studies. In our preclinical animal studies, ZYN001 demonstrated effective skin permeation with sustained delivery and rapidconversion of ZYN001 to THC. These preclinical studies suggest increased bioavailability, consistent plasma levels and theavoidance of first‑pass liver metabolism of ZYN001. In addition, preclinical testing has shown no genotoxicity findings andsafety pharmacology findings consistent with those seen with THC. ZYN001 is targeting treatment of TS.5 Table of Contents Clinical Development Timelines Our key development programs and expected timelines for the development of ZYN002 and ZYN001 are shown in the chartbelow: Cannabinoid Science Overview Of the over 100 cannabinoid compounds currently identified, THC and CBD are the primary cannabinoids used forpharmaceutical purposes. THC was identified as the major psychoactive cannabinoid and subsequently found to be a partialagonist of the CB1 and CB2 receptors, suggesting a role for THC in the treatment of TS. CBD is believed to modulate a number of systems, channels and receptors. These include channels linked to anxiety controlincluding 5-HT1A; anti-inflammatory pathways including adenosine reuptake and modulation of TNFa release; neuronalinhibition-linked GABA channels; the endocannabinoid system by inhibition of metabolism of 2-AG and anandamide; andantiepileptic mechanisms through the equilibrative nucleoside transporter, modulation of α3 and α1 glycine receptors, andantagonism of G protein-coupled receptor 55 or GRP-55. CBD inhibits the metabolism (breakdown) of two endocannabinoids (anandamide and 2-arachidonoylglycerol, or 2-AG).Inhibition of the metabolism of these endocannabinoids is thought to result in increased anandamide and 2-AG availabilityand greater CB1 and CB2 activation. Therefore, CBD acts as a facilitator of the endogenous endocannabinoid system, whichmodifies release of other neurotransmitters from presynaptic terminals. This modulation of neurotransmitter release frompresynaptic neurons of various classes is the scientific basis for the use of CBD in the treatment of FXS. Clinical and preclinical data suggest that THC has positive effects on treating TS and CBD has positive effects on treatingFXS and epilepsy. Clinical data suggest that THC and CBD have a very high therapeutic index. Interest in cannabinoidtherapeutics has increased significantly over the past several years as preclinical and clinical data has emerged highlightingthe potential efficacy and safety benefits of cannabinoid therapeutics. Dronabinol and nabilone, oral formulations of THC,have been approved by the FDA. Many patients have received CBD‑enriched Cannabis and Epidiolex, a liquid formulationof highly concentrated CBD which is currently in development by a third party. The cannabinoid therapeutics market isexpected to grow significantly due to the potential benefits these products may provide over existing therapies.6 ®Table of Contents Product Candidates ZYN002 – CBD Transdermal Gel ZYN002 is the first and only pharmaceutically-produced CBD formulated as a permeation‑enhanced gel for transdermaldelivery (see Figure 1), and is patent protected through 2030. Figure 1 — Chemical structure and transdermal gel delivery of CBD. ZYN002 is being developed as a clear gel that is designed to provide consistent, controlled drug delivery with convenientonce‑ or twice‑daily dosing. Because CBD is virtually insoluble in water, we use ethanol and propylene glycol assolubilizing agents and Transcutol HP as a permeation enhancer. All excipients in the gel have been classified as GenerallyRecognized As Safe, or GRAS, and have been used in transdermal products previously approved by the FDA. The permeation enhancer in ZYN002 increases the delivery of CBD through the layers of the skin and into the circulatorysystem. Transdermal delivery allows the CBD in ZYN002 to avoid stomach acid degradation and the first‑pass liver metabolism thatoccurs with oral or oral mucosal delivery methods. Drugs applied transdermally are absorbed across the skin into the systemiccirculation, enabling the potential to have a consistent absorption with increased bioavailability. Development of ZYN002 for the Treatment of Behavioral Symptoms of Fragile X Syndrome FXS Overview FXS is a genetic condition that causes intellectual disability, anxiety disorders, behavioral and learning challenges andvarious physical characteristics. The impairment can range from learning disabilities to more severe cognitive or intellectualdisabilities. FXS is the most common genetic cause of autism spectrum disorder. Patients with FXS may exhibit autism‑likesymptoms including social avoidance, anxiety and withdrawal, social impairment (gaze avoidance, social escape behaviors)and restricted/repetitive behaviors. Currently, there are no known cures or approved therapies indicated for the treatment ofFXS or its symptoms. Special education and symptomatic treatments for anxiety and irritability are employed to lessen theburden of illness. Based on the 2012 U.S. Census and the National Fragile X Foundation, FXS prevalence rates are estimatedat approximately 71,000 patients in the United States. According to the7 ® Table of Contents National Fragile X Foundation, FXS affects 1 in 3,600 to 4,000 males and 1 in 4,000 to 6,000 females of all races and ethnicgroups. We believe ZYN002 may provide an effective treatment for FXS based on its capacity to interact with the endocannabinoidsystem, which is compromised in patients with FXS. Specifically, CBD indirectly increases the concentration of thecannabinoids 2‑AG and anandamide, which are endogenous ligands at the CB 1 and CB 2 receptors. Furthermore, the FragileX mental retardation protein 1 that is diminished in patients with FXS, is required for the production of 2‑AG. Therefore, FXSresults in the reduction of endogenous stimulation of endocannabinoid receptors while CBD facilitates the availability ofendogenous endocannabinoids, potentially attenuating the pathophysiology of the disease. We anticipate ZYN002 may beused as first line therapy to treat patients suffering from behavioral symptoms of FXS. Phase 2 Clinical Trials In September 2017, we released the results for our open-label exploratory Phase 2 clinical trial designed to evaluate thesafety and efficacy of ZYN002 in children with FXS, which we refer to as the FAB-C (Treatment of Fragile X SyndromeAnxiety and Behavioral Challenges with CBD) trial. The primary endpoint for the trial was the change in the total score ofthe Anxiety, Depression, and Mood Scale, or ADAMS, from baseline to week 12. The ADAMS is a 28-item scale designed toassess general anxiety, social avoidance, compulsive behavior, manic/hyperactive behavior, and depressed mood. It has beenvalidated in patients with FXS. Twenty patients (3:1 males) aged 6 to 17 years of age (mean = 10.7) with FXS, as confirmedby molecular documentation of FMR1 full mutation, were enrolled in the open-label FAB-C study. ZYN002 was added on toother medications being administered. The first six weeks of the study were designed to titrate dosing in patients. Dosing wasinitiated at 50 mg daily and could be increased to 250 mg daily. Weeks 7 through 12 of the study were a maintenance periodwhere patients were treated at the dose established at week six. At the completion of the study, patients could enter an open-label extension study for up to 12 months. The FAB-C trial successfully met its primary endpoint, achieving a 46% improvement (p<0.0001) in the total score ofADAMS at week twelve compared to baseline. Results for the ADAMS are summarized as follows: ADAMS Baseline Week 12Change inScore% Improvement p ValueTotal Score (primary endpoint)33.418.1-14.146%<0.0001General Anxiety Subscale*10.04.6-4.854%<0.0001Social Avoidance Subscale*10.24.8-5.153%0.0002Compulsive Behavior Subscale*2.81.4-1.250%0.0262Manic / Hyperactive BehaviorSubscale*9.46.1-2.735%0.0003Depressed Mood Subscale*2.82.0-0.929%0.1417 *Secondary endpoint ZYN002 also achieved clinically meaningful improvements in all measures of the Aberrant Behavior Checklist for Fragile X,or ABC-FXS, which addresses the key behavioral symptoms of FXS including social avoidance, repetitive movements, andsocially unresponsive behaviors. The study achieved statistical significance across all ABC-FXS subscales compared tobaseline. 8 Table of Contents Results from the ABC-FXS are summarized as follows: Aberrant Behavior Checklist (ABC) Baseline Week 12Change inScore%Improvement p ValueSocial Avoidance - "Seeks Isolation"5.12.3-2.855%0.0005Stereotypy - "Repetitive Movements"7.93.2-4.959%0.0006Socially Unresponsive/Lethargic -"Does Not Pay Attention"8.74.1-5.153%0.0034Irritability - "Has Temper Tantrums"18.210.6-7.142%0.0096Hyperactivity - "Disrupts GroupActivities"14.59.7-4.133%0.0194Inappropriate Speech - "Repeats Wordsor Phrases"6.13.5-2.443%0.0018 We evaluated multiple other secondary endpoints including a Clinical Global Impression of Improvement, or CGI-I, thePediatric Anxiety Rating Scale, or PARS-R, Visual Analog Scales for Anxiety, Hyperactivity and Tantrum/Mood Lability,the Vineland Adaptive Behavior III, a Quality of Sleep measurement and the Pediatric Quality of Life, or PedsQL™. Theresults of the ABC-FXS and other secondary endpoints reinforce the results demonstrated in the ADAMS. ZYN002 was shown to be very well tolerated, and the safety profile was consistent with data from earlier clinical trials andour other Phase 2 clinical trials for ZYN002. All adverse events were considered mild to moderate and no serious adverseevents were reported. No patient experienced drug-related GI events during the 12-week treatment period, and no THC wasdetected in the plasma. Thirteen of the 18 patients who completed the study have enrolled in the open-label extension and12 patients are still in the study as of March 5, 2018. In March 2018, we announced the results of a positive meeting held with the FDA regarding our planned developmentstrategy for ZYN002 in FXS. Based on our dialogue with the FDA, we expect to initiate a single pivotal study mid-year 2018to support a New Drug Application, or NDA, for ZYN002 in FXS. We are in agreement with the FDA that the primary and keysecondary endpoints for the study should assess observable behaviors in patients with FXS as reported by the caregiver usingthe validated ABC-FXS. If the pivotal trial meets its endpoints, approval for an indication encompassing the treatment ofbehavioral symptoms associated with FXS may be granted. We plan to initiate a pivotal 14-week randomized, double blind, placebo controlled clinical trial in approximately 200pediatric and adolescent patients in the United States, Australia and New Zealand. Patients will be randomized 1:1 to receiveeither one of two weight based doses of ZYN002, or one of two matching administrations of placebo. We anticipate initiationof this pivotal clinical trial mid-year 2018. All patients will be eligible to enroll in a 12-month open-label extension aftercompleting dosing in the pivotal study. Development of ZYN002 for Treatment of Refractory Epileptic Seizures (Developmental and Epileptic Encephalopathiesand Adult Refractory Focal Epilepsy) Overview Epilepsy is a disease characterized by an enduring predisposition to generate epileptic seizures (transient symptoms due toabnormal neuronal activity in the brain) and by the neurobiological, cognitive, psychological, and social consequences ofthe condition. Focal seizures usually start in a small area of the temporal lobe or frontal lobe of the brain and quickly involveother areas of the brain that affect alertness and awareness. We believe that ZYN002 may provide an effective treatment for epilepsy based on the anticonvulsant effects of CBD due toits ability to reduce neuronal hyperexcitability shown in multiple in vivo models of epilepsy and clinical trials9 Table of Contents conducted by third parties. Epilepsy specialists and patient organizations have shown considerable interest in the potentialtherapeutic role of CBD in adults with epilepsy and, especially, children with DEE. Two companies have active CBDdevelopment programs for the treatment of patients with Dravet syndrome, or DS, Lenox-Gastaut syndrome, or LGS, infantilespasms and tuberous sclerosis complex, all of which are rare and severe forms of pediatric epilepsy. In third party clinicaltrials, Epidiolex has demonstrated statistically significant reductions in seizures compared to placebo in patients with DS andLGS. In an open-label interventionist trial conducted by a third party, an oral CBD solution demonstrated a statisticallysignificant reduction in frequency of motor seizures, with the greatest reduction in patients with focal seizures (55%). DEE is a category of rare and ultra-rare severe brain disorders that manifest with seizures or EEG abnormalities that areassociated with delay or regression in cognition and/or behavior. This category includes DS, LGS, Doose syndrome, earlymyoclonic encephalopathy and West syndrome, among others. DS is a severe form of epilepsy that appears during the firstyear of life as frequent fever-related seizures. As the condition progresses, other types of seizures typically occur, includingmyoclonus and status epilepticus. LGS is a severe form of epilepsy that typically becomes apparent during infancy or earlychildhood. Affected children experience several different types of seizures, most commonly atonic, or drop, tonic andatypical absence seizures. We believe, based on analysis and a recent publication (Aaberg et. al, Epilepsia, 2017; 58: 1880-1891) which incorporates new classification systems from the International League Against Epilepsy, or ILAE, that there areapproximately 45,000 DEE patients in the United States, with the majority of those patients having DS or LGS. We expect toinitiate an open-label Phase 2 clinical trial in children aged 3 to less than 18 with DEE in the first half of 2018.Approximately 50% of the patients enrolled are expected to have DS or LGS while the other 50% will have some other typeof DEE. According to Decision Resources, in 2017 there were expected to be approximately 2.4 million epilepsy patients in theUnited States, of which approximately 60% suffer from focal seizures, and approximately one third of those patients (~500,000) are refractory to two or more anti-epileptic drugs, or AEDs. Phase 2 Clinical Trials in Adults with Refractory Focal Epilepsy In August 2017, we released the results for our Phase 2 randomized, double-blind, multi-center, multi-dose clinical trialdesigned to evaluate the efficacy and safety of ZYN002 in adult patients with refractory epileptic focal seizures (formerlyknown as complex partial seizures), which we refer to as the STAR 1 (Synthetic Transdermal Cannabidiol for the Treatmentof Epilepsy) trial. In this trial, 188 patients were randomized to receive (i)195 mg of ZYN002 4.2% CBD gel every 12 hours,(ii) 97.5 mg of ZYN002 4.2% CBD gel every 12 hours or (iii) placebo gel every 12 hours for 12 weeks. Patients aged 18 to 71years old with confirmed refractory epilepsy with focal seizures with or without secondary generalization were enrolled inthis study. Enrolled patients had a median monthly seizure frequency of 10.6, and were on an average of 2.5 AEDs. Theprimary endpoint assessed the median percentage change in seizure frequency over the 12-week treatment period comparedto the 8-week baseline period. Secondary endpoints included proportion of patients with ≥50% reduction from baseline inseizure frequency, percent change from baseline in seizure frequency, seizure-free days, and 100% seizure free. Safety andtolerability were also evaluated. The study was conducted at 14 sites in Australia and New Zealand. Patients on the low dose of ZYN002 (n=63) achieved an 18.4% median reduction in focal seizures during the treatmentperiod compared to baseline; patients on the high dose of ZYN002 (n=62) achieved a 14.0% median reduction in focalseizures during the treatment period compared to baseline; and patients on placebo (n=63) achieved an 8.7% medianreduction in focal seizures during the treatment period compared to baseline. These results were not statistically significant. ZYN002 was shown to be very well tolerated and the safety profile was consistent with previously released data from ourPhase 1 clinical trials. Of the 188 patients in the safety database, 50% of the patients on ZYN002 (n=63) had at least onetreatment emergent adverse event, compared to 41% (n=26) of patients on placebo. Two treatment emergent adverse eventsoccurred in greater than 5% of the patients on ZYN002: fatigue (5.6%, placebo, 1.6%) and headache (5.6%, placebo, 3.2%).There were no treatment related serious adverse events reported. The discontinuation rate in the trial for ZYN002 was 10.4%compared to 1.6% in placebo. 10 Table of Contents In November 2016, we initiated a 12-month open-label extension clinical trial, which we refer to as the STAR 2 trial, forpatients who successfully completed the STAR 1 trial. Of the 175 patients who completed the STAR 1 trial, 171 patientselected to enter the STAR 2 trial and as of March 5, 2018, 87 patients remain in the trial. Of the 171 patients who elected toparticipate in the STAR 2 trial, 112 patients have completed at least six months of treatment, 89 patients have completed atleast nine months of treatment and 52 have completed at least twelve months of treatment within the STAR 2 trial. In December 2017, we presented data on the long term use of ZYN002 from the STAR 1 and STAR 2 trials. This data wascollected through the middle of August 2017 in patients who reported seizure frequency data during the respective timeperiods in the STAR 1 and STAR 2 trial. In Figure 2 below we grouped the data from the three dosing cohorts across thehorizontal axis and the median percent change in seizures vs baseline on the vertical axis. The 195mg – 390 mg cohortrepresents patients who were initially randomized to the low dose (195 mg daily dose) arm in STAR 1 and then converted tothe 390 mg daily dose in the STAR 2 extension study. At three, six and nine months of dosing with ZYN002 these patientshad a median reduction of 18.4%, 32.7% and 65.2%, respectively. The 390mg – 390 mg cohort represents patients who wereinitially randomized to the high dose (390 mg daily dose) arm in STAR 1 and continued on the 390 mg daily dose in theSTAR 2 extension study. At three, six and nine months of dosing with ZYN002 these patients had a median reduction of14.0%, 30.0% and 48.5%, respectively. The Placebo – 390 mg cohort represents patients who were initially randomized tothe placebo arm in STAR 1 and then received the 390 mg daily dose in the STAR 2 extension study. At three and six monthsof dosing with ZYN002 (in the STAR 2 trial) these patients had a median reduction of 13.4% and 26.5%, respectively.Because the data cutoff for this analysis was mid-August 2017, patients originally randomized to placebo had not yetreached the nine month treatment timeframe. We believe that these data show a consistent pattern of seizure reduction acrossall cohorts once treated with ZYN002 and they also suggest that clinically meaningful responses can be achieved with longerterm use of ZYN002. 11 Table of Contents Figure 2 – STAR 1 and STAR 2 Efficacy Data. We will update this analysis with data through December 2017 and intend to present the analysis with the updated data at ascientific meeting in 2018. After analyzing the data from the STAR 1 and STAR 2 trials, we believe that we have identified an appropriate study designfor a Phase 2b trial of ZYN002 in adult patients with refractory epileptic focal seizures, which may lead to statisticallysignificant differences between ZYN002 and placebo. Modifications to the trial design from the STAR 1 and STAR 2 trialsare likely to include a larger number of patients to improve the power of the study, increasing the baseline seizure frequencyof patients entering the trial, increasing the trial duration and stratifying our randomization across gender and seizure rates.Finally, we may increase the daily dose for patients randomized into a high dose arm. We expect to initiate this trial in thesecond half of 2018. Early Clinical Trials We have completed three Phase 1 studies for ZYN002. In June 2016, we completed two Phase 1 clinical trials for ZYN002 inhealthy volunteers and patients with epilepsy. The first Phase 1 single rising dose clinical trial for ZYN002 in healthy humansubjects and in patients with epilepsy evaluated the tolerability and pharmacokinetics, or PK, profile of ZYN002. Resultsfrom this clinical trial demonstrated that ZYN002 was safe and well-tolerated at all tested dose levels and the incidence ofadverse events associated with ZYN002 was similar to placebo for both healthy subjects and epilepsy patients. The secondPhase 1 clinical trial was a randomized, double-blind, placebo controlled multiple rising dose clinical trial for ZYN002 intwenty-four healthy volunteers and twelve patients with epilepsy to evaluate the PK profile, pharmacodynamics, or PD, andtolerability of multiple doses (200, 250, and 500 mg) of ZYN002. Each volunteer and patient received seven days of eitherZYN002 or placebo. Results from this clinical trial demonstrated that12 Table of Contents ZYN002 was safe and well-tolerated at all dose levels. The twice daily dosing provided a more favorable PK profile withcomparable results between healthy volunteers and epilepsy patients. Transdermal application of ZYN002 was very well tolerated with minimal skin erythema. Skin dryness at the application sitewas common for both ZYN002 and placebo gel. Overall, the incidence of adverse events associated with ZYN002 was similarto placebo in both healthy volunteers and adult epilepsy patients. There were no reports of somnolence or fatigue and a verylow incidence of gastrointestinal events was observed. There were no serious adverse events or discontinuations for healthyvolunteers and epilepsy patients receiving ZYN002. One healthy volunteer receiving placebo gel developed a seriousadverse event suspected to be a catheter infection and was discontinued from the study. In addition, healthy volunteers andepilepsy patients had no drug related changes in performance on the Trail Making Test, a test of visual attention,psychomotor ability, and task switching; a divided attention task; and the Paced Auditory Serial Addition Task, or PASAT, atest that measures working memory and focused attention. These results indicate that ZYN002 did not produce impairment incritical areas of cognitive functioning often impacted by central nervous system drugs. No changes in mood symptoms asassessed by the Inventory of Depression and Anxiety Symptoms, or IDAS, and the Positive and Negative Affect Schedule, orPANAS were observed for ZYN002 suggesting that ZYN002 is not associated with declines in psychological health. In July 2016, we completed a third Phase 1 clinical trial for ZYN002 which was a randomized, double-blind, placebocontrolled trial in 42 healthy volunteers. The volunteers received a range of CBD doses from 395 mg to 504 mg daily in2.5% and 4.2% ZYN002 formulations for fourteen days. Results from this clinical trial demonstrated that ZYN002 was verywell tolerated with minimal skin erythema. CBD plasma concentrations were dose dependent and did not fluctuate at steadystate. The 4.2% formulation demonstrated a comparable PK and tolerability profile to the 2.5% concentration and was easierto use due to the lower volume. There were no serious adverse events or discontinuations from this clinical trial. Overall, in the Phase 1 program, ZYN002 was demonstrated to be safe and well tolerated, provided a favorable CBD PKprofile, and no THC was detected in plasma or urine. ZYN001 – THC Pro-Drug Patch ZYN001 is a pro‑drug of THC that is designed to enable effective transdermal delivery of THC via a patch and is patentprotected through 2031. A pro‑drug is a drug administered in an inactive or less active form and designed to enable moreeffective delivery, which is then converted into an active form through a normal metabolic process. In addition, we expectthat ZYN001 will be classified by the FDA as an NCE. Figure 3. Hydrolysis of ZYN001 into glyceric acid and THC. 13 Table of Contents We are working with LTS to optimize the formulation of ZYN001 into a state of the art drug-adhesive matrix transdermalpatch. We intend to test the ZYN001 patch for application to the arm, back and thigh. The drug substance is producedsynthetically and is not derived or extracted from botanicals. The excipients in the patch have been classified as GRAS, andhave been used in transdermal products previously approved by the FDA. As illustrated below in Figure 4, transdermal delivery often provides more consistent plasma levels without the peaks andvalleys often associated with an oral dosage form. Figure 4. Illustration of transdermal delivery. Development of ZYN001 for the Treatment of Tourette Syndrome (TS) TS Overview TS is a neurological disorder characterized by repetitive, stereotyped, involuntary movements and vocalizations called tics.The early symptoms of TS are typically noticed first in childhood, with the average onset between the ages of 3 and 9 years.Tics are classified as either simple or complex. Simple motor tics are sudden, brief, repetitive movements that involve alimited number of muscle groups, including repetitive throat-clearing, sniffling, eye blinking and facial grimacing. Complextics are distinct, coordinated patterns of movements involving several muscle groups, including bending, twisting orshrugging. According to the National Institute of Neurological Disorders and Stroke, approximately 200,000 US patientshave the most severe form of TS. While the cause of TS is unknown, the involvement of the basal ganglia and fronto-cortical circuits is supported byneurophysiological, brain imaging, and postmortem studies. Given overlap between the location of endocannabinoidreceptors (i.e., CB1R and CB2R) and those areas hypothesized to be involved in TS, there has been increasing attentionfocused on the potential role of cannabinoids in reducing movement and behavioral symptoms of TS. In addition toanecdotal reports that cannabis may be effective in the suppression of tics, two small controlled, third-party clinical trialshave investigated the effect of THC, specifically, in the treatment of TS. Both controlled studies demonstrated a significantreduction in tics with THC compared to placebo.14 Table of Contents Recent Clinical Trials and Pre-clinical Studies In our preclinical animal studies, ZYN001 demonstrated effective skin permeation with sustained delivery and rapidconversion of ZYN001 to THC. These preclinical studies suggest increased bioavailability, consistent plasma levels and theavoidance of first‑pass liver metabolism of ZYN001. In addition, preclinical testing has shown no genotoxicity findings andsafety pharmacology findings consistent with those seen with THC. We initiated Phase 1 clinical trials for ZYN001 in June2017 and results from this study are expected in the first half of 2018. These data will inform the planned Phase 2 program forZYN001, now expected to initiate in late 2018. Intellectual Property The success of our product candidates will depend in large part on our ability to: · obtain and maintain patent and other legal protections for the proprietary compounds, technology, inventionsand improvements we consider important to our business; · prosecute our patent applications and defend our issued patents; · preserve the confidentiality of our trade secrets; and · operate without infringing the patents and proprietary rights of third parties. We internally developed our intellectual property related to ZYN002 and ZYN001. We have sought and intend to continueto seek appropriate patent protection for our product candidates, as well as other proprietary technologies and their uses, byfiling patent applications in the United States and selected other countries. As of March 8, 2018, we owned a total of nine issued U.S. utility patents, and one allowed U.S. utility patent application.These U.S. patents and patent applications will expire between 2029 through 2031. We have already obtained additionalpatent term for some of the issued patents to compensate us for delays at the United States Patent and Trademark Office, orPTO, under the patent term adjustment laws. These patents, and any pending applications that ultimately issue as patents,may also be eligible for patent term extension for delay caused by FDA regulatory review, thereby further extending theirpatent terms. In addition to our U.S. intellectual property, we own 115 corresponding foreign issued patents and five correspondingforeign applications, which will expire between 2026 and 2031. ZYN002 Our ZYN002 patent portfolio currently consists of two issued patents in the United States, six issued patents in France,Germany, Ireland, Japan, Switzerland, and the United Kingdom and one pending patent application in Canada. The issuedpatents claim the permeation enhanced formulation of ZYN002 and methods of use relating to ZYN002. The issued patentswill expire between 2026 and 2030. Any patents that issue from our currently pending patent applications will expire in2030. ZYN001 Our ZYN001 patent portfolio currently consists of three issued patents in the United States, one issued patent in Japan, oneissued patent in Canada, issued patents in 34 countries in Europe, including France, Germany, Ireland, Italy, Spain and theUnited Kingdom, one allowed patent application in the United States and patent applications pending in Europe, Canadaand Japan. The issued patents are composition of matter patents, which cover the chemical structure of the pro‑drug ZYN001,the D‑glyceric acid ester of THC, and other THC pro‑drugs. The issued patents will expire between 2028 and 2031. Anypatents that issue from our currently pending patent applications will expire in 2028.15 Table of Contents Other The rest of our patent portfolio relates to patents and applications owned by us and directed to other potential productcandidates. Trade Secrets and Proprietary Information We seek to protect our proprietary information, including our trade secrets and proprietary know‑how, by requiring ouremployees, consultants and other advisors to execute confidentiality agreements upon the commencement of theiremployment or engagement. These agreements generally provide that all confidential information developed or made knownduring the course of the relationship with us be kept confidential and not be disclosed to third parties except in specificcircumstances. In the case of our employees, the agreements also typically provide that all inventions resulting from workperformed for us, utilizing our property or relating to our business and conceived or completed during employment shall beour exclusive property to the extent permitted by law. Where appropriate, agreements we obtain with our consultants alsotypically contain similar assignment of invention obligations. Further, we require confidentiality agreements from entitiesthat receive our confidential data or materials. Research and Development We incurred research and development expense of $22.8 million, $16.8 million and $7.4 million for the years endedDecember 31, 2017, 2016 and 2015, respectively. Manufacturing The active pharmaceutical ingredients, or APIs, used in ZYN002 and ZYN001 are synthesized by contract manufacturers. Webelieve these contract manufacturers have sufficient capabilities to meet our projected product requirements through ourplanned Phase 2/3 clinical trials. The ZYN002 gel is manufactured and filled into unit of use sachets by a contract manufacturer. The ZYN001 transdermalpatch is manufactured by a contract manufacturer. We selected our contract manufacturers for their specific competencies in manufacturing, product design, and materials. FDAregulations require that products be produced under current Good Manufacturing Practices, or cGMPs. Our key supplierscurrently meet cGMPs and we believe have sufficient capacities to meet our projected product requirements through Phase 3clinical trials. Commercial Operations Our Vice President of Commercial is responsible for pre-commercialization activities, including global market analysis,strategic optimization and value development associated with ZYN002 and ZYN001, as well as business developmentactivities as we evaluate partnering options. However, we do not currently have a fully integrated organization for the sales,marketing and distribution of pharmaceutical products. We may rely on licensing and co‑promotion agreements withstrategic collaborators for the commercialization of our products in the United States and other territories. If we choose tobuild a commercial infrastructure to support marketing in the United States, such commercial infrastructure could beexpected to include a sales force supported by sales management, internal sales support, an internal marketing group anddistribution support. To develop the appropriate commercial infrastructure internally, we would have to invest financial andmanagement resources, some of which would have to be deployed prior to any confirmation that ZYN002 or ZYN001 will beapproved. 16 Table of Contents Competition The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition,and a strong emphasis on proprietary products. We believe our scientific knowledge, technology, and developmentcapabilities provide us with substantial competitive advantages, but we face potential competition from multiple sources,including major pharmaceutical, specialty pharmaceutical, and biotechnology companies; academic institutions;governmental agencies; and public and private research institutions. Successfully developed and commercialized productcandidates must compete not only with existing therapies, but also with agents that may become available in the future. ZYN002 We are studying ZYN002 in pediatric and adolescent patients with FXS, in pediatric and adolescent patients with DEE andadult patients with refractory epileptic focal seizures. There are no drugs approved for the treatment of FXS or its most common symptoms, although various classes of medicationsare used off‑label for the treatment of behavioral and mental health conditions associated with FXS. Some patients with FXSbenefit from medications that treat attention deficit disorders and other patients who experience general anxiety, socialanxiety and other chronic conditions may benefit from different types of anti‑anxiety medications. We are aware that NeurenPharmaceuticals, Ovid Therapeutics and Marinus Pharmaceuticals are developing compounds for the treatment of FXS. Within epilepsy, we intend to treat pediatric and adolescent patients with DEE and adult epilepsy patients with refractoryfocal seizures. Second and third generation AEDs continue to improve upon first generation therapies, but experts contendthat a better understanding of the disorder accompanied by fundamentally innovative treatments will be required toeffectively improve treatment outcomes for the high percentage of patients who remain unresponsive to AEDs. The majorityof AEDs have frequent safety concerns including serious CNS adverse events and drug‑drug interactions. No CBD products or combination THC/CBD products have been approved in the United States. GW Pharmaceuticals, PLC,or GW, is currently investigating Epidiolex, a liquid formulation of highly concentrated plant extracted CBD, in the UnitedStates for the treatment of DS, LGS and other childhood epilepsy syndromes. GW is also studying additional cannabinoids,including cannabidivarin or CBDV, for adult patients with focal seizures and for autism spectrum disorders. InsysTherapeutics Inc., or Insys, is also developing a synthetic CBD oral solution compound for the treatment of childhoodabsence epilepsy, infantile spasms and Prader-Willi syndrome. ZYN001 We intend to study ZYN001 in patients with TS. There are no currently approved cannabinoid treatments for TS, and we arenot aware of any in development. Generic neuroleptic medications (pimozide and haloperidol) as well as Abilify®(apriprizole) are approved by the FDA to control the tics associated with TS. However, because all three medications have thepotential to cause unwanted side effects, many physicians start with off-label use of other alpha-adrenergic agonistmedications. Numerous companies, including, Teva Pharmaceutical Industries Ltd. and Neurocrine Biosciences Inc., aredeveloping products for the treatment of tics caused by TS. Government Regulation and Product Approval As a development stage pharmaceutical company that operates in the United States, we are subject to extensive regulation bythe FDA, and other federal, state, and local regulatory agencies. The Federal Food, Drug, and Cosmetic Act, or the FDC Act,and its implementing regulations set forth, among other things, requirements for the research, testing, development,manufacture, quality control, safety, effectiveness, approval, labeling, storage, record keeping, reporting, distribution, import,export, advertising and promotion of our products. Although the discussion below focuses on regulation in the United States,we anticipate seeking approval for, and marketing of, our products in other countries. Generally, our activities in othercountries will be subject to regulation that is similar in nature and scope as that imposed17 Table of Contents in the United States, although there can be important differences. Additionally, some significant aspects of regulation in theEuropean Union are addressed in a centralized way through the European Medicines Agency, or EMA, and the EuropeanCommission but country‑specific regulation remains essential in many respects. The process of obtaining regulatorymarketing approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulationsrequire the expenditure of substantial time and financial resources and may not be successful. U.S. Government Regulation The FDA is the primary body that regulates pharmaceuticals in the United States, and its regulatory authority is based in theFDC Act. Pharmaceutical products are also subject to other federal, state and local statutes and regulations. In particular,controlled substances, like CBD and THC, are regulated by the U.S. Drug Enforcement Administration, or DEA. A failure tocomply with any requirements during the product development, approval, or post‑approval periods, may lead toadministrative or judicial sanctions, which could include the imposition of a hold on clinical trials, refusal to approvepending marketing applications or supplements, withdrawal of approval, warning letters, product recalls, product seizures,total or partial suspension of production or distribution, injunctions, fines, civil penalties or criminal prosecution. The steps required to obtain approval for commercialization of a new drug in the United States are lengthy, complex andexpensive, and the outcome is far from certain. These steps generally include: ·completion of preclinical studies, animal studies and formulation studies in compliance with the FDA’s goodlaboratory practices, or GLP, regulations; ·submission to the FDA of an IND to support human clinical testing in the United States; ·approval by an Institutional Review Board, or IRB, before each trial may be initiated; ·performance of adequate and well‑controlled clinical trials in accordance with federal regulations and withcurrent Good Clinical Practices, or GCPs, to establish the safety and efficacy of the investigational productcandidate for each target indication; ·submission of a NDA to the FDA; ·satisfactory completion of an FDA Advisory Committee review, if applicable; ·satisfactory completion of an FDA inspection of the manufacturing facilities at which the investigationalproduct candidate is produced to assess compliance with cGMP, and to assure that the facilities, methods andcontrols are adequate; and ·FDA review and approval of the NDA. In certain cases, a drug may require scheduling by DEA prior to commercialization. This step is required if the drug has apotential for abuse and is not currently controlled (scheduled) by DEA or is controlled in Schedule I. Pre-clinical Testing Before testing any compound in humans in the United States, a company must develop pre-clinical data, generally includinglaboratory evaluation of product chemistry and formulation, as well as toxicological and pharmacological studies in animalspecies to assess safety and quality. Certain types of animal studies must be conducted in compliance with the FDA’s GLPregulations and the Animal Welfare Act, which is enforced by the Department of Agriculture. 18 Table of Contents Clinical Trials FDA regulations require that the person or entity sponsoring or conducting a clinical study in the United States for thepurpose of investigating a drug candidate’s safety and effectiveness submit to the FDA an IND application, which containspre-clinical testing results and provides a basis for the FDA to conclude that there is an adequate basis for testing the drug inhumans. A 30‑day waiting period after the submission of each IND is required prior to the commencement of clinical testingin humans. If the FDA does not place the proposed clinical trial in the IND application on clinical hold within this 30‑dayperiod, the clinical trial may begin. Clinical trials involve the administration of the investigational product candidate tohealthy volunteers or patients under the supervision of qualified investigators. Clinical trials are conducted under protocolsthat detail, among other things, the parameters to be used in monitoring safety and the efficacy criteria to be evaluated. Eachprotocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of theIND. Clinical trials must be reviewed, approved and conducted under the auspices of an IRB. The sponsor, investigators, andIRB must, as applicable, obtain the informed written consent of each participating subject, comply with the protocol andinvestigational plan, adequately monitor the clinical trial, and timely report adverse events. We are currently conducting aPhase 1 clinical trial in the United States for ZYN002 and prior to commencing that clinical trial we filed an IND with theFDA. We are currently conducting a Phase 1 clinical trial for ZYN001 in Australia and have not yet filed an IND with theFDA for ZYN001. In addition to filing an IND with the FDA, we must receive approval from the DEA prior to commencement of any clinicaltrials in the United States that involve the use of Schedule I controlled substances. We plan to submit NDAs for ZYN002 andZYN001 to the FDA upon completion of all requisite clinical trials. The clinical investigation of an investigational productcandidate is generally divided into three phases. Although the phases are usually conducted sequentially, they may overlapor be combined. The three phases of an investigation are as follows: ·Phase 1. Phase 1 involves the initial introduction of a product candidate into humans. Phase 1 clinical trialsmay be conducted in patients with the target disease or condition or healthy volunteers. These studies aredesigned to evaluate the safety, metabolism, PK and pharmacologic actions of the product candidate in humans,the side effects associated with increasing doses, and if possible, to gain early evidence on effectiveness. DuringPhase 1 clinical trials, sufficient information about the product candidate’s safety, PK and pharmacologicaleffects may be obtained to permit the design of Phase 2 clinical trials. The total number of participants includedin Phase 1 clinical trials varies, but is generally in the range of 20 to 80. ·Phase 2. Phase 2 clinical trials are conducted to develop initial data regarding the effectiveness of the productcandidate in the target disease or condition, to determine dosage tolerance and optimal dosage, and to identifypossible adverse side effects and additional safety risks associated with the product candidate. Phase 2 clinicaltrials are typically controlled and conducted in a limited patient population, usually involving no more thanseveral hundred participants. ·Phase 3. Phase 3 clinical trials are controlled clinical trials conducted in an expanded subject population atgeographically dispersed clinical trial sites. They are performed after preliminary evidence suggestingeffectiveness of the investigational product candidate has been obtained, and are intended to further evaluatedosage, clinical effectiveness and safety, to establish the overall benefit‑risk profile of the product candidate,and to provide an adequate basis for labeling. Phase 3 clinical trials usually involve several hundred to severalthousand participants. In most (though not all) cases, the FDA requires two adequate and well controlledPhase 3 clinical trials to support approval of a drug. The decision to terminate development of an investigational product candidate may be made by either a health authoritybody, such as the FDA, or IRB/ethics committees, or by a company for various reasons. The FDA may issue a “clinical hold,”ordering the temporary or permanent discontinuation of a clinical trial, or impose other sanctions, if it believes that theclinical trial is not being conducted in accordance with FDA requirements, presents an unacceptable risk to the clinical trialpatients, or for other reasons. In some cases, clinical trials are overseen by an independent group of qualified expertsorganized by the trial sponsor called a data safety monitoring board, or DSMB, or data monitoring committee, or DMC. ADSMB or DMC may provide recommendations on whether or not a trial may move forward at19 Table of Contents designated check points, based on access to data from the ongoing trial. The suspension or termination of development canoccur during any phase of clinical trials if it is determined that the participants or patients are being exposed to anunacceptable health risk. In addition, there are requirements for the registration of ongoing clinical trials of productcandidates on public registries and the disclosure of certain information pertaining to the trials as well as clinical trial resultsafter completion. A sponsor may request a special protocol assessment, or SPA, the purpose of which is to reach agreement with the FDA on thedesign and size of certain clinical trials (including Phase 3 clinical trials), clinical studies, or animal studies to addressapplicable scientific and regulatory requirements. An SPA request must be made before the proposed trial begins, and if areasof agreement are reached, they will be documented in a letter. The agreement generally may not be changed by the sponsor orthe FDA after the trial begins, except with the written agreement of the sponsor and the FDA or if the FDA determines that asubstantial scientific issue essential to determining the safety or efficacy of the product candidate was identified after thetesting began. An SPA is not binding if new circumstances arise, and there is no guarantee that a study will ultimately beadequate to support an approval even if the study is subject to an SPA. We expect to test ZYN002 and ZYN001 in severaladvanced stage clinical trials, and we may request an SPA from the FDA. Having an SPA does not guarantee that a productwill receive FDA approval. We have completed several Phase 1 and Phase 2 clinical trials and have two ongoing Phase 2 clinical trials for ZYN002 inAustralia and New Zealand and one ongoing Phase 1 clinical trial in Australia for ZYN001. In Australia, the approval process for commencing Phase 1 and 2 clinical trials resides with the Human Research EthicsCommittee, or HREC. Prior to commencing a clinical trial, a sponsor must submit to the HREC a study protocol, aninvestigator brochure and a template informed consent for such clinical trial. The HREC approval process generally takesfour to eight weeks. Once a study is approved by the HREC, a Clinical Trial Notification, or CTN, is submitted to the Australian GovernmentDepartment of Health, Therapeutic Goods Administration, or TGA. The CTN is a notification that the HREC has approvedthe safety, efficacy and ethical acceptability of the trial, approved the trial protocol and evaluated the scientific merit of thetrial. The TGA sends the clinical trial site a written acknowledgement of the clinical trial, allowing the clinical trial to begin.TGA response time to acknowledge a clinical trial is approximately two weeks from receipt of the CTN from the clinical trialsite. New Drug Applications In order to obtain approval to market a drug in the United States, a marketing application must be submitted to the FDA thatprovides data establishing the safety and effectiveness of the product candidate for the proposed indication. The applicationincludes all relevant data available from pertinent preclinical studies and clinical trials, including negative or ambiguousresults as well as positive findings, together with detailed information relating to the product’s chemistry, manufacturing,controls and proposed packaging and labeling, among other things. Data can come from company‑sponsored clinical trialsintended to test the safety and effectiveness of a product, or from a number of alternative sources, including studies initiatedby investigators. To support marketing approval, the data submitted must be sufficient in quality and quantity to establishthe safety and effectiveness of the product candidate to the satisfaction of the FDA. Data from clinical trials conductedoutside the United States may be accepted by the FDA subject to certain conditions. For example, the clinical trial must beconducted in accordance with GCP requirements and the FDA must be able to validate the data from the clinical trial throughan onsite inspection if it deems such inspection necessary. Where data from foreign clinical trials are intended to serve as thesole basis for marketing approval in the United States, the FDA will not approve the application on the basis of foreign dataalone unless those data are considered applicable to the U.S. patient population and U.S. medical practice, the clinical trialswere performed by clinical investigators of recognized competence, and the data is considered valid without the need for anon‑site inspection by the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate thedata through an on‑site inspection or other appropriate means. If the drug has a potential for abuse, the NDA must include adescription and analysis of studies or information related to abuse of the drug, including a proposal for scheduling under thefederal Controlled20 Table of Contents Substances Act, or CSA. A description of any studies related to overdosage is also required, including information ondialysis, antidotes, or other treatments, if known. In most cases, the NDA must be accompanied by a substantial user fee; there may be some instances in which the user fee iswaived. The FDA will initially review the NDA for completeness before it accepts the NDA for filing. The FDA has 60 daysfrom its receipt of an NDA to determine whether the application will be accepted for filing based on the agency’s thresholddetermination that it is sufficiently complete to permit substantive review. If the application is not sufficiently complete, theFDA may refuse to accept the NDA for filing and request additional information. A refusal to file, which requiresresubmission of the NDA with the requested additional information, delays review of the application. If the NDA submissionis accepted for filing, the FDA begins an in‑depth review. The FDA has agreed to certain performance goals in the review ofNDAs. Most NDAs for standard review product candidates are reviewed within twelve months of submission. The FDA canextend this review to consider certain late‑submitted information or information intended to clarify information alreadyprovided in the submission. The FDA reviews the NDA to determine, among other things, whether the proposed product issafe and effective for its intended use, and whether the product is being manufactured in accordance with cGMP. The FDAmay refer applications for novel product candidates that present challenging questions of safety or efficacy to an advisorycommittee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as towhether the application should be approved and under what conditions. The FDA is not bound by the recommendations ofan advisory committee, but it considers such recommendations carefully when making decisions. Before approving an NDA, the FDA will inspect the facilities at which the product is manufactured. The FDA will notapprove the product unless it determines that the manufacturing processes and facilities are in compliance with cGMPrequirements and adequate to assure consistent production of the product within required specifications. Additionally, beforeapproving an NDA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. After the FDAevaluates the NDA and the manufacturing facilities, it issues either an approval letter or, if the FDA concludes that an NDAdoes not meet the regulatory standards for approval, a complete response letter. A complete response letter generally outlinesthe deficiencies in the submission and may require substantial additional testing or information in order for the FDA toreconsider the application. If, or when, those deficiencies have been addressed to the FDA’s satisfaction in a resubmission ofthe NDA, the FDA will issue an approval letter. Notwithstanding the submission of any requested additional information, theFDA ultimately may decide that the application does not satisfy the regulatory criteria for approval. Data from clinical trialsare not always conclusive, and the FDA’s interpretation of data may differ from the sponsor’s. Obtaining approval can takeyears, requires substantial resources and depends on a number of factors, including the severity of the targeted disease orcondition, the availability of alternative treatments, and the risks and benefits demonstrated in clinical trials. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications.As a condition of NDA approval, the FDA may require risk evaluation and mitigation strategies, or REMS, to help ensure thatthe benefits of the drug outweigh the potential risks. REMS can include medication guides, communication plans forhealthcare professionals, and elements to assure safe use, or ETASU. ETASU can include, but are not limited to, specialtraining or certification for prescribing or dispensing, dispensing only under certain circumstances, special monitoring, andthe use of patient registries. The requirement for a REMS can materially affect the potential market and profitability of thedrug. Moreover, product approval may require substantial post‑approval testing and surveillance to monitor the drug’s safetyor efficacy. Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained orproblems are identified following initial marketing. Changes to some of the conditions established in an approved application, including certain changes in indications,labeling, or manufacturing processes or facilities, may require submission and FDA approval of a new NDA or NDAsupplement before the change can be implemented. An NDA supplement for a new indication typically requires clinical datasimilar to that in the original application, and the FDA generally applies the same procedures and standards in reviewingNDA supplements as it does in reviewing NDAs. 21 Table of Contents Disclosure of Clinical Trial Information Some countries require sponsors of clinical trials of certain regulated products, including prescription drugs to register anddisclose certain clinical trial information on a public website. For example, in the United States, sponsors are required toregister this information on a website maintained by the U.S. National Institutes of Health, or NIH, at www.clinicaltrials.gov.In Australia and New Zealand sponsors register clinical trial information on a website maintained by the Australian NewZealand Clinical Trials Registry at www.anzctr.org.au. When a clinical trial is registered on these websites, certaininformation regarding the product, patient population, phase of investigation, study sites and investigator, and other aspectsof the clinical trial must be posted. Sponsors are also obligated to disclose the results of many of these trials after completion,although under certain circumstances disclosure of the results of these trials can be delayed until the product or newindication being studied has been approved. Competitors may use this publicly‑available information to gain knowledgeregarding the design and progress of our development programs. Advertising and Promotion The FDA and other federal agencies closely regulate the marketing and promotion of drugs through, among other things,standards and regulations for direct‑to‑consumer advertising, promotion to healthcare practitioners, communicationsregarding unapproved uses, industry‑sponsored scientific and educational activities, and promotional activities involvingthe Internet. A product cannot be commercially promoted before it is approved. After approval, product promotion caninclude only those claims relating to safety and effectiveness that are consistent with the labeling approved by the FDA.Healthcare providers are permitted to prescribe drugs for “off‑label” uses — that is, uses not approved by the FDA andtherefore not described in the drug’s labeling — because the FDA does not regulate the practice of medicine. However, FDAhistorically has restricted manufacturers’ communications regarding off‑label uses. Broadly speaking, a manufacturer maynot promote a drug for off‑label use, but may engage in non‑promotional, balanced communication regarding off‑label useunder specified conditions. Failure to comply with applicable FDA requirements and restrictions in this area may subject acompany to adverse publicity and enforcement action by the FDA, the U.S. Department of Justice, or the DOJ, or the Office ofthe Inspector General of the U.S. Department of Health and Human Services, or HHS, as well as state authorities. Thisenforcement activity could subject a company to a range of penalties that could have a significant commercial impact,including civil and criminal fines and agreements that materially restrict the manner in which a company promotes ordistributes drug products. In addition to FDA restrictions on marketing of pharmaceutical products, state and federal fraudand abuse and consumer protection laws have been applied to restrict certain marketing practices in the pharmaceuticalindustry in recent years. Some of the pertinent laws have not been definitively interpreted by the regulatory authorities or thecourts, and their provisions are open to a variety of interpretations. In addition, these laws and their interpretations aresubject to change. Other Post-Approval Regulations After a drug receives regulatory approval, its sponsor is required to comply with a number of post‑approval requirements. Forexample, as a condition of approval of an NDA, the FDA may require post‑marketing testing, including Phase 4 clinical trials,and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization. In addition, as aholder of an approved NDA, a company is required to report adverse reactions and production problems to the FDA, toprovide updated safety and efficacy information, and to comply with requirements concerning advertising and promotionallabeling for any of its products. Also, quality control and manufacturing procedures must continue to conform to cGMP afterapproval, and the FDA periodically inspects manufacturing facilities to assess compliance with cGMP. cGMP includesrequirements regarding organization and training of personnel, building and facilities, equipment, control of componentsand drug product containers, closures, production and process controls, packaging and labeling controls, holding anddistribution, laboratory controls and records and reports. In addition, changes to the manufacturing process are strictlyregulated, and, depending on the significance of the change, may require prior FDA approval before it can be implemented.FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting anddocumentation requirements upon a sponsor and any third‑party manufacturers that a sponsor may decide to use.Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control tomaintain compliance with cGMP and other aspects of regulatory compliance. Failure to comply with applicable cGMPrequirements or the conditions of the22 Table of Contents product’s approval may lead the FDA to take enforcement action, which could result in fines, civil penalties, injunctions,suspension of manufacturing operations, operating restrictions, withdrawal of FDA approval, seizure or recall of products,and criminal prosecution. Although we periodically monitor the compliance of our third-party manufacturers, we cannot becertain that our present or future third-party manufacturers will consistently comply with cGMP or other applicable FDAregulatory requirements. Controlled Substances The CSA and its implementing regulations establish a “closed system” of distribution for controlled substances. The CSAimposes registration, security, recordkeeping and reporting, storage, manufacturing, distribution, labeling, importation,exportation, disposal and other requirements under the oversight of the DEA. The DEA is the federal agency responsible forregulating controlled substances, and requires those individuals or entities that manufacture, import, export, distribute,research, or dispense controlled substances to comply with the regulatory requirements to prevent the diversion of controlledsubstances to illicit channels of commerce. Facilities that research, manufacture, distribute, import or export any controlled substance must register annually with theDEA. The DEA registration is specific to the particular location, activity(ies) and controlled substances utilized. For example,separate registrations are required for importation and manufacturing activities, and each registration authorizes whichschedules of controlled substances the registrant may handle. However, certain coincident activities are permitted withoutobtaining a separate DEA registration, such as distribution of controlled substances by the manufacturer that produces them. The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV, or V — with varyingqualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have nocurrently “accepted medical use” in treatment in the United States and lack accepted safety for use under medicalsupervision. They may be used only in federally‑approved research programs and may not be marketed or sold for dispensingto patients in the United States. Pharmaceutical products having a currently accepted medical use may be listed asSchedule II, III, IV or V substances, with Schedule II substances presenting the highest potential for abuse and physical orpsychological dependence, and Schedule V substances presenting the lowest relative potential for abuse and dependence.The regulatory requirements are more restrictive for Schedule II substances than Schedule III-V substances. For example, allSchedule II drug prescriptions must be signed by a physician, physically presented to a pharmacist in most situations, andcannot be refilled. While Cannabis and THC are Schedule I controlled substances, products approved for medical use in theUnited States that contain Cannabis, THC or Cannabis/THC extracts must be placed in Schedules II‑V, since approval by theFDA satisfies the “acceptable medical use” requirement. The DEA inspects all manufacturing facilities to review security, record keeping, reporting and compliance with other DEAregulatory requirements prior to issuing a controlled substance registration. The specific security requirements vary by thetype of business activity and the schedule and quantity of controlled substances handled. The most stringent requirementsapply to manufacturers of Schedule I and Schedule II substances. Required security measures commonly include backgroundchecks on employees and physical control of controlled substances through storage in approved vaults, safes and cages, andthrough use of alarm systems and surveillance cameras. An application for a manufacturing registration as a bulkmanufacturer (not a dosage form manufacturer or a repacker/relabeler) for a Schedule I or II substance must be published inthe Federal Register, and is open for 30 days to permit interested persons to submit comments, objections, or requests for ahearing. A copy of the notice of the Federal Register publication is forwarded by the DEA to all those registered, orapplicants for registration, as bulk manufacturers of that substance. Once registered, manufacturing facilities must maintainrecords documenting the manufacture, receipt and distribution of all controlled substances. Manufacturers must submitperiodic reports to the DEA of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances,and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and mustadhere to certain requirements to dispose of controlled substances. As with applications for registration as a bulkmanufacturer, an application for an importer registration for a Schedule I or II substance must also be published in the FederalRegister, which remains open for 30 days for comments. Imports of Schedule I and II controlled substances for commercialpurposes are generally restricted to substances not already available from a domestic supplier or where there is not adequatecompetition among domestic suppliers. In23 Table of Contents addition to an importer or exporter registration, importers and exporters must obtain a permit for every import or export of aSchedule I and II substance, Schedule III, IV and V narcotic, specially designated Schedule III non-narcotics, or Schedule IVor V narcotic controlled in Schedule I or II by the Convention on Psychotropic Substances and submit import or exportdeclarations for Schedule III, IV and V non‑narcotics. For drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substanceswithin Schedules I and II that may be manufactured or produced in the United States based on the DEA’s estimate of thequantity needed to meet legitimate medical, scientific, research and industrial needs. This limited aggregate amount ofCannabis that the DEA allows to be produced in the United States each year is allocated among individual companies,which, in turn, must annually apply to the DEA for individual manufacturing and procurement quotas. The quotas applyequally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjustaggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to timeduring the year, although the DEA has substantial discretion in whether or not to make such adjustments for individualcompanies. The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security,distribution, and dispensing requirements. State Authorities, including Boards of Pharmacy, regulate use of controlledsubstances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the lossor diversion of controlled substances, can result in enforcement action that could have a material adverse effect on ourbusiness, operations and financial condition. The DEA may seek civil penalties, refuse to renew necessary registrations, orinitiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution. We currently manufacture the API for ZYN002 and ZYN001 in the United States and Canada. For ZYN002, we areconducting a Phase 1 clinical trial in the United States and anticipate conducting Phase 2/3 clinical trials for ZYN002 in theUnited States, Australia and New Zealand, and are currently conducting a Phase 1 clinical trial for ZYN001 in Australia. Wemay also choose to conduct clinical trials for ZYN001 outside the United States subject to regulatory approval. We maydecide to develop, manufacture or commercialize our product candidates in additional countries. As a result, we will also besubject to controlled substance laws and regulations from the Therapeutic Goods Administration in Australia, HealthCanada’s Office of Controlled Substances in Canada, the New Zealand Medicines and Medical Device Safety Authority inNew Zealand, and from other regulatory agencies in other countries where we develop, manufacture or commercializeZYN002 or ZYN001 in the future. The Hatch‑Waxman Act Generic Competition Any drug candidates approved for commercial marketing under an NDA would be subject to the provisions of the Drug PriceCompetition and Patent Term Restoration Act of 1984, known as the Hatch-Waxman Act. Among other things, the Hatch-Waxman Act establishes two abbreviated approval pathways for drug products that are in some way follow-on versions ofalready approved NDA products. The first provides that generic versions of an approved product may be approved under anAbbreviated New Drug Application, or ANDA, by a showing that the generic product is the “same as” the approved productin key respects. An ANDA provides for marketing of a drug product that has the same active ingredient(s), same strength,route of administration and dosage form as a previously approved NDA product (the “reference listed drug” or RLD) and hasbeen shown through PK testing to be bioequivalent to the listed drug. Other than the requirement for bioequivalence testing,ANDA applicants are generally not required to conduct, or submit results of, preclinical studies or clinical tests to prove thesafety or effectiveness of their drug product. Drugs approved in this way are commonly referred to as “therapeuticequivalents” to the RLD, and can often be substituted by pharmacists under prescriptions written for the RLD. 505(b)(2)applications are the second approval pathway for follow-on drug products. 505(b)(2) applications are NDAs and musttherefore contain full reports of safety and effectiveness data; however, in a 505(b)(2) application at least some of therequired data is derived from studies not conducted by or for the applicant. In this regard, a 505(b)(2) application may rely onscientific literature or on the FDA’s previous findings of safety and24 Table of Contents effectiveness of an approved RLD. Unlike an ANDA, a 505(b)(2) may be submitted for a product that differs in activeingredient, strength, route of administration, dosage form, or other conditions of use. The approval of drug products submitted under these abbreviated approval pathways may be prevented by certain periods ofregulatory exclusivity and/or extended patent protection provided by the Hatch-Waxman Act. Impact of Listed Patents An ANDA or 505(b)(2) applicant is required to certify to the FDA concerning any patents listed with the approved RLD inthe FDA’s publication, Approved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the OrangeBook. Specifically, the applicant must certify: (i) that the required patent information has not been filed; (ii) that the listedpatent has expired; (iii) the date that the listed patent will expire; or (iv) that the listed patent is invalid or will not beinfringed by the new product. The ANDA or 505(b)(2) applicant may also elect to submit a statement certifying that itsproposed ANDA label does not contain (or carves out) any language regarding a patented method of use rather than certify tosuch listed method of use patent. If the applicant does not challenge the listed patents by filing a certification that the listedpatent is invalid or will not be infringed by the new product, the ANDA or 505(b)(2) application will not be approved untilall the listed patents claiming the referenced product have expired. A certification that the new product will not infringe the RLD’s listed patents, or that such patents are invalid, is called aParagraph IV certification. If the ANDA or 505(b)(2) applicant has provided a Paragraph IV certification to the FDA, theapplicant must also send notice of the Paragraph IV certification to the NDA holder and patent owner once the ANDA or505(b)(2) application has been accepted for filing by the FDA. The NDA holder and/or patent owner may then initiate apatent infringement lawsuit in response to the notice of the Paragraph IV certification. If the patent was listed in the OrangeBook before submission of the ANDA or 505(b)(2) NDA, the filing of a patent infringement lawsuit within 45 days of thereceipt of a Paragraph IV certification automatically prevents the FDA from approving the ANDA or 505(b)(2) applicationuntil the earliest of 30 months, expiration of the patent, settlement of the lawsuit, or a decision in the infringement case thatis favorable to the ANDA or 505(b)(2) applicant. This regulatory stay is commonly referred to as a “30-month stay.” Marketing Exclusivity An ANDA or 505(b)(2) application cannot be approved until the expiration of any applicable non‑patent exclusivity listed inthe Orange Book for the RLD. The Hatch-Waxman Act provides certain periods of regulatory exclusivity. These include (1) five years of regulatoryexclusivity for a drug product that contains a new chemical entity (NCE), which generally means an active ingredient thatcontains a novel active moiety; and (2) three years of exclusivity for the approval of an NDA or supplemental NDA thatcontains data from new clinical investigations that were necessary for approval. Three-year exclusivity prevents FDA fromapproving a follow-on product with the same conditions of approval for three years. By contrast, NCE exclusivity preventsFDA from accepting for review an application for a follow-on product that contains the protected active moiety during thefive-year period dating from the product’s approval. However, if the ANDA or 505(b)(2) application contains a Paragraph IVcertification, that application may be submitted four years after approval of the listed drug protected by NCE exclusivity. Inthat case, if timely patent litigation is filed, the regulatory stay will expire seven and a half years after the approval of theRLD, unless it terminates early based on expiration of the patent, a settlement of the patent litigation, or a decision in thelitigation favorable to the ANDA or 505(b)(2) applicant. If there is no patent listed in the Orange Book with the RLD, there can be no Paragraph IV certification; in thesecircumstances, no ANDA or 505(b)(2) may be filed before the expiration of the NCE exclusivity period. Additionally, six months of marketing exclusivity in the United States is available under Section 505A of the FDC Act if, inresponse to a written request from the FDA, a sponsor timely submits and the agency accepts reports of requested studiesrelating to the use of the approved drug in the pediatric population. This six month pediatric exclusivity period is not astandalone exclusivity period, but rather is added to any existing patent or regulatory exclusivity period for which25 Table of Contents the drug product is eligible. Pediatric exclusivity does not extend the term of the patent; instead, it extends by six months thepreclusive effect of the patent on FDA’s authority to approve an ANDA or 505(b)(2) application. Whether pediatricexclusivity will extend a listed patent depends on the type of patent certification provided by the follow-on applicant andthe outcome of any associated litigation arising from that certification. Patent Term Extension The term of a patent that covers an FDA approved drug that contains an active ingredient not previously approved may beeligible for patent term extension, which provides patent term restoration as compensation for the patent term lost during thedevelopment and FDA regulatory review process. The Hatch‑Waxman Act permits a patent term extension of up to five yearsbeyond the expiration of the patent. The length of the patent term extension is related to the length of time the drug is underregulatory review. Patent extension cannot extend the remaining term of a patent beyond a total of 14 years from the date ofproduct approval and only one patent applicable to an approved drug may be extended. Similar provisions are available inthe European Union and other foreign jurisdictions to extend the term of a patent that covers an approved drug. In the future,if our pharmaceutical products receive FDA approval, we expect to apply for patent term extensions on patents coveringthose products. The Foreign Corrupt Practices Act The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering, or authorizingpayment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for thepurpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining orretaining business. The FCPA also obligates companies whose securities are listed in the United States to comply withaccounting provisions requiring such companies to maintain books and records that accurately and fairly reflect alltransactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system ofinternal accounting controls for international operations. European and Other International Government Regulation In addition to regulations in the United States, we will be subject to a variety of regulations in other jurisdictions governing,among other things, clinical trials and any commercial sales and distribution of our products. Whether or not we obtain FDAapproval for a product, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to thecommencement of clinical trials or marketing of the product in those countries. Some countries outside of the United Stateshave a similar process that requires the submission of a clinical trial application, or CTA, much like the IND prior to thecommencement of human clinical trials. In the European Union, for example, a CTA must be submitted to the national healthauthority of each EU Member State in which the clinical trial is to be conducted and an independent ethics committee, muchlike the FDA and IRB, respectively. Once the CTA is approved in accordance with a country’s requirements, clinical trialdevelopment may proceed. To obtain regulatory approval to commercialize a new drug under European Union regulatory systems, we must submit amarketing authorization application, or MAA. In the European Union, marketing authorization for a medicinal product canbe obtained through a centralized, mutual recognition, decentralized procedure, or the national procedure of an individualEU Member State. In accordance with the centralized procedure, the applicant can submit a single application for marketingauthorization to the EMA. The agency will provide a positive opinion regarding the application if it meets certain quality,safety, and efficacy requirements. Following the opinion of the EMA, the European Commission makes a final decision togrant a centralized marketing authorization that permits the marketing of a product in all 28 EU Member States and three ofthe four European Free Trade Association, or EFTA, States, Iceland, Liechtenstein and Norway. The centralized procedure ismandatory for certain medicinal products, including orphan medicinal products, medicinal products derived from certainbiotechnological processes, advanced therapy medicinal products and certain other medicinal products containing a newactive substance for the treatment of certain diseases. This route is optional for certain other products, including medicinalproducts that are a significant therapeutic, scientific or technical innovation, or whose authorization would be in the interestof public or animal health. 26 Table of Contents Unlike the centralized authorization procedure, the decentralized marketing authorization procedure requires a separateapplication to, and leads to separate approval by, the competent authorities of each EU Member State in which the product isto be marketed. This application process is identical to the application that would be submitted to the EMA for authorizationthrough the centralized procedure. The reference EU Member State prepares a draft assessment and drafts of the relatedmaterials within 120 days after receipt of a valid application. The resulting assessment report is submitted to the concernedEU Member States who, within 90 days of receipt, must decide whether to approve the assessment report and relatedmaterials. If a concerned EU Member State cannot approve the assessment report and related materials due to concernsrelating to a potential serious risk to public health, disputed elements may be referred to the European Commission, whosedecision is binding on all EU Member States. The mutual recognition procedure is similarly based on the acceptance by the competent authorities of the EU MemberStates of the marketing authorization of a medicinal product by the competent authorities of other EU Member States. Theholder of a national marketing authorization may submit an application to the competent authority of an EU Member Staterequesting that this authority recognize the marketing authorization delivered by the competent authority of another EUMember State. For other countries outside of the European Union, such as countries in Eastern Europe, Latin America or Asia, therequirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country tocountry. Internationally, clinical trials are generally required to be conducted in accordance with GCP, applicable regulatoryrequirements of each jurisdiction and the medical ethics principles that have their origin in the Declaration of Helsinki. Compliance During all phases of development (pre‑ and post‑marketing), failure to comply with applicable regulatory requirements mayresult in administrative or judicial sanctions. These sanctions could include the FDA’s imposition of a clinical hold on trials,refusal to approve pending applications, refusal to accept clinical data from outside the United States, withdrawal of anapproval, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, productdetention or refusal to permit the import or export of products, injunctions, fines, civil penalties or criminal prosecution.Third country authorities can impose equivalent penalties. Any agency or judicial enforcement action could have a materialadverse effect on us. Data Exclusivity In the European Union if a marketing authorization is granted for a medicinal product containing a new active substance,that product benefits from eight years of data exclusivity, during which generic marketing authorization applicationsreferring to the data of that product may not be accepted by the regulatory authorities, and a further two years of marketexclusivity, during which such generic products may not be placed on the market. The two-year period may be extended tothree years if during the first eight years a new therapeutic indication with significant clinical benefit over existing therapiesis approved. Orphan Drug Designation Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease orcondition, which is a disease or condition that affects fewer than 200,000 individuals in the United States. If the disease orcondition affects more than 200,000 individuals in the United States, orphan drug designation may nevertheless be availableif there is no reasonable expectation that the cost of developing and making the drug would be recovered from sales in theUnited States. In the United States, a drug that has received orphan drug designation is eligible for financial incentives, suchas opportunities for grant funding towards clinical trial costs, tax credits for certain research and user fee waivers undercertain circumstances. The Orphan Drug Act provides that, if a designated drug is approved for the rare disease or conditionfor which it was designated, the approved product will be granted seven years of orphan drug exclusivity, which means theFDA generally may not approve any other application for a product containing the same active moiety for the sameindication for a period of seven years, except in limited circumstances, such as a showing of27 Table of Contents clinical superiority over the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent the FDA fromapproving a different drug for the same disease or condition, or the same drug for a different disease or condition. In theEuropean Union, orphan drug designation also entitles a party to financial incentives such as reduction of fees or fee waiversand ten years of market exclusivity following drug approval. This period may be reduced to six years if the orphan drugdesignation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justifymaintenance of market exclusivity. In the European Union, the EMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote thedevelopment of products that are intended for the diagnosis, prevention or treatment of life‑threatening or chronicallydebilitating conditions affecting not more than five in 10,000 persons in the European Union. Additionally, orphan drugdesignation is granted for products intended for the diagnosis, prevention or treatment of a life‑threatening, seriouslydebilitating or serious and chronic condition and when, without incentives, it is unlikely that sales of the drug in theEuropean Union would be sufficient to justify the necessary investment in developing the drug. The application for orphandesignation must be submitted to the EMA and approved before an application is made for marketing authorization for theproduct. Once authorized, orphan medicinal products are entitled to ten years of market exclusivity. During this ten-yearperiod, with a limited number of exceptions, neither the competent authorities of the EU Member States, the EMA, or theEuropean Commission are permitted to accept applications or grant marketing authorization for other similar medicinalproducts with the same therapeutic indication. However, marketing authorization may be granted to a similar medicinalproduct with the same orphan indication during the ten-year period with the consent of the marketing authorization holderfor the original orphan medicinal product or if the manufacturer of the original orphan medicinal product is unable to supplysufficient quantities. Marketing authorization may also be granted to a similar medicinal product with the same orphanindication if this latter product is safer, more effective or otherwise clinically superior to the original orphan medicinalproduct. The period of market exclusivity may, in addition, be reduced to six years if it can be demonstrated on the basis ofavailable evidence that the original orphan medicinal product is sufficiently profitable not to justify maintenance of marketexclusivity Orphan drug designation must be requested before submission of an application for marketing approval. Products thatqualify for orphan designation may also qualify for other FDA programs that are intended to expedite the development andapproval process and, as a practical matter, clinical trials for orphan products may be smaller, simply because of the smallerpatient population. Nonetheless, the same approval standards apply to orphan-designated products as for other drugs. Orphandrug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. In August 2017, President Trump signed into law the Food & Drug Administration Reauthorization Act. This legislationimposes significant new requirements for clinical trial sponsors which will affect, among other things, obtaining orphan drugdesignation, and the development of drugs and biological products for pediatric use. Priority Review, Fast Track, Breakthrough Therapy, and Accelerated Approval (United States) The FDA has programs to expedite submission and consideration of certain drug products that address serious or life-threatening diseases or conditions. An application for a drug will receive priority review designation if it is for a drug thattreats a serious condition and, if approved, would provide a significant improvement in safety or effectiveness. Priorityreview means that FDA will seek to complete its first-cycle review and take action on the application within six monthsrather than the customary 10-month standard review period. An applicant may request priority review at the time it submitsits application. Priority review designation does not change the scientific/medical standard for approval or the quality ofevidence necessary to support approval. Additionally, the fast track program is intended to expedite or facilitate the process for reviewing new drugs that demonstratethe potential to address unmet medical needs involving serious or life-threatening diseases or conditions. If a drug receivesfast track designation, the FDA may consider reviewing sections of the NDA on a rolling basis, rather than requiring theentire application to be submitted to begin the review. Products with fast track designation also may be eligible for morefrequent meetings and correspondence with the FDA about the product’s development. Other FDA programs intended toexpedite development and review include accelerated approval (i.e., approval on the basis of a28 Table of Contents surrogate endpoint that is reasonably likely to predict clinical benefit) and breakthrough therapy designation, which isavailable for drugs under development for serious or life-threatening conditions and where preliminary clinical evidenceshows that the drug may have substantial improvement on at least one clinically significant endpoint over available therapy.If a drug receives breakthrough therapy designation, it will be eligible for all of the benefits of fast track designation, as wellas for more intensive guidance from the FDA on an efficient drug development program and a commitment from the agencyto involve senior FDA managers in such guidance. Even if a product qualifies for fast track designation or breakthroughtherapy designation, the FDA may later decide that the product no longer meets the conditions for these designations, and/ormay determine that the product does not meet the standards for approval. Accelerated Review (European Union) Under the Centralized Procedure in the European Union, the maximum timeframe for the evaluation of a MAA is 210 days(excluding “clock stops,” when additional written or oral information is to be provided by the applicant in response toquestions asked by the Committee for Medicinal Products for Human Use, or CHMP). Accelerated evaluation might begranted by the CHMP in exceptional cases, when a medicinal product is expected to be of a major public health interest.Three cumulative criteria must be fulfilled in such circumstances: the seriousness of the disease (e.g., heavy disabling orlife‑threatening diseases) to be treated; the absence or insufficiency of an appropriate alternative therapeutic approach; andanticipation of high therapeutic benefit. In this circumstance, EMA ensures that the opinion of the CHMP is given within150 days. Healthcare Reform The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability ReconciliationAct, or collectively the Affordable Care Act, was intended to broaden access to health insurance, reduce or constrain thegrowth of healthcare spending, enhance remedies against fraud and abuse, add transparency requirements for the healthcareand health insurance industries, impose new taxes and fees on the health industry and impose additional health policyreforms. Among the provisions of the Affordable Care Act that have been implemented since enactment and are ofimportance to the pharmaceutical industry are the following:·an annual, nondeductible fee on any entity that manufactures or imports specified branded prescriptiondrugs or biologic agents;·an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug RebateProgram;·expansion of healthcare fraud and abuse laws, including the U.S. civil False Claims Act and the Anti-Kickback Statute, new government investigative powers, and enhanced penalties for noncompliance;·a Medicare Part D coverage gap discount program, in which manufacturers must agree to offer 50% point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during theircoverage gap period, as a condition for a manufacturer’s outpatient drugs to be covered under MedicarePart D;·extension of manufacturers’ Medicaid rebate liability to covered drugs dispensed to individuals who areenrolled in Medicaid managed care organizations;·expansion of eligibility criteria for Medicaid programs;·expansion of the entities eligible for discounts under the Public Health Service pharmaceutical pricingprogram;·requirements to report certain financial arrangements with physicians and teaching hospitals;29 Table of Contents ·a requirement to annually report certain information regarding drug samples that manufacturers anddistributors provide to physicians; and·a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conductcomparative clinical effectiveness research, along with funding for such research.In addition, other legislative changes have been proposed and adopted since passage of the Affordable Care Act. The BudgetControl Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend proposalsin spending reductions to Congress. The Joint Select Committee did not achieve its targeted deficit reduction of an amountgreater than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s automatic reductions to severalgovernment programs. These reductions included aggregate reductions to Medicare payments to healthcare providers of upto 2.0% per fiscal year, which went into effect in April 2013. Subsequent litigation extended the 2% reduction, on average, to2025. There have been significant ongoing efforts to modify or eliminate the Affordable Care Act. For example, the Tax Cuts andJobs Act enacted on December 22, 2017 repealed the shared responsibility payment for individuals who fail to maintainminimum essential coverage under section 5000A of the Internal Revenue Code, commonly referred to as the individualmandate, beginning in 2019. The Joint Committee on Taxation estimates that the repeal will result in over 13 million fewerAmericans maintaining their health insurance coverage over the next ten years and is likely to lead to increases in insurancepremiums. We expect that further changes to the Affordable Care Act, as well as other healthcare reform measures that havebeen and may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure onthe price that we receive for any approved product, and could seriously harm our future revenue. Any reduction inreimbursement from Medicare or other government programs may result in a similar reduction in payments from privatepayors. The implementation of cost containment measures or other healthcare reforms may compromise our ability togenerate revenue, attain profitability or commercialize our product candidates. Coverage and Reimbursement Significant uncertainty exists as to the coverage and reimbursement status of any drug products for which we obtainregulatory approval. In the United States and markets in other countries, sales of any products for which we receiveregulatory approval for commercial sale will depend in part on the availability of reimbursement from third‑party payors.Third‑party payors include government health administrative authorities, managed care providers, private health insurers andother organizations. The process for determining whether a payor will provide coverage for a drug product may be separatefrom the process for setting the price or reimbursement rate that the payor will pay for the drug product. Third‑party payorsmay limit coverage to specific drug products on an approved list, or formulary, which might not include all of the FDAapproved drugs for a particular indication. Third‑party payors are increasingly challenging the price and examining themedical necessity and cost‑effectiveness of medical products and services, in addition to their safety and efficacy. We mayneed to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost‑effectivenessof our products, in addition to the costs required to obtain FDA approvals. Our product candidates, if approved, may not beconsidered medically necessary or cost‑effective. A payor’s decision to provide coverage for a drug product does not implythat an adequate reimbursement rate will be approved. Adequate third‑party reimbursement may not be available to enable usto maintain price levels sufficient to realize an appropriate return on our investment in product development. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the Medicare Modernization Act, enactedby the U.S. Congress in 2003, changed the way Medicare covers and pays for pharmaceutical products, including creatingthe Medicare Part D prescription drug benefit, which became effective at the beginning of 2006. Government payment forsome of the costs of prescription drugs may increase demand for any products for which we receive marketing approval.However, to obtain payments under this program, we would be required to sell products to Medicare recipients throughprescription drug plans operating pursuant to this legislation. These plans will likely negotiate discounted prices for ourproducts. 30 Table of Contents Existing federal law requires pharmaceutical manufacturers to pay rebates to state governments, based on a statutory formula,on covered outpatient drugs reimbursed by the Medicaid program as a condition of having their drugs paid for by Medicaid.Rebate amounts for a product are determined by a statutory formula that is based on prices defined in the statute: AMP,which must be calculated for all products that are covered outpatient drugs under the Medicaid program, and best price,which must be calculated only for those covered outpatient drugs that are a single source drug or innovator multiple sourcedrug, such as biologic products. Manufacturers are required to report AMP and best price for each of their covered outpatientdrugs to the government on a regular basis. Additionally, some state Medicaid programs have imposed a requirement forsupplemental rebates over and above the formula set forth in federal law, as a condition for coverage. In addition to theMedicaid rebate program, federal law also requires that if a pharmaceutical manufacturer wishes to have its outpatient drugscovered under Medicaid as well as under Medicare Part B, it must sign a “Master Agreement” obligating it to provide aformulaic discount of approximately 24% known as the federal ceiling price for drugs sold to the U.S. Departments ofDefense (including the TRICARE retail pharmacy program), Veterans Affairs, the Public Health Service and the Coast Guard,and also provide discounts through a drug pricing agreement meeting the requirements of Section 340B of the Public HealthService Act, for outpatient drugs sold to certain specified eligible healthcare organizations. The formula for determining thediscounted purchase price under the 340B drug pricing program is defined by statute and is based on the AMP and rebateamount for a particular product as calculated under the Medicaid drug rebate program, discussed above. Different pricing and reimbursement schemes exist in other countries. In the European Union, each EU Member States canrestrict the range of medicinal products for which its national health insurance system provides reimbursement and cancontrol the prices of medicinal products for human use marketed on its territory. As a result, following receipt of marketingauthorization in an EU Member State, through any application route, the applicant is required to engage in pricingdiscussions and negotiations with the competent pricing authority in the individual EU Member State. The governments ofthe EU Member States influence the price of pharmaceutical products through their pricing and reimbursement rules andcontrol of national healthcare systems that fund a large part of the cost of those products to consumers. Some EU MemberStates operate positive and negative list systems under which products may only be marketed once a reimbursement price hasbeen agreed upon. To obtain reimbursement or pricing approval, some of these countries may require the completion ofclinical trials that compare the cost‑effectiveness of a particular product candidate to currently available therapies. Other EUMember States allow companies to fix their own prices for medicines, but monitor and control company profits. Others adopta system of reference pricing, basing the price or reimbursement level in their territories either on the pricing andreimbursement levels in other countries or on the pricing and reimbursement levels of medicinal products intended for thesame therapeutic indication. Further, some EU Member States approve a specific price for the medicinal product or mayinstead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on themarket. The downward pressure on healthcare costs in general, particularly prescription drugs, has become more intense. As aresult, increasingly high barriers are being erected to the entry of new products. In addition, we may face competition for ourproduct candidates from lower‑priced products in foreign countries that have placed price controls on pharmaceuticalproducts. In addition, in some countries, cross‑border imports from low‑priced markets exert a commercial pressure on pricingwithin a country. Health Technology Assessment, or HTA, of medicinal products, however, is becoming an increasingly common part of thepricing and reimbursement procedures in some EU Member States. These EU Member States include the United Kingdom,France, Germany, Ireland, Italy and Sweden. HTA is the procedure according to which the assessment of the public healthimpact, therapeutic impact and the economic and societal impact of use of a given medicinal product in the nationalhealthcare systems of the individual country is conducted. HTA generally focuses on the clinical efficacy and effectiveness,safety, cost, and cost-effectiveness of individual medicinal products as well as their potential implications for the healthcaresystem. Those elements of medicinal products are compared with other treatment options available on the market. The outcome of HTA regarding specific medicinal products will often influence the pricing and reimbursement status grantedto these medicinal products by the competent authorities of individual EU Member States. The extent to which pricing andreimbursement decisions are influenced by the HTA of the specific medicinal product varies between EU Member States. 31 Table of Contents In addition, pursuant to Directive 2011/24/EU on the application of patients’ rights in cross-border healthcare, a voluntarynetwork of national authorities or bodies responsible for HTA in the individual EU Member States was established. Thepurpose of the network is to facilitate and support the exchange of scientific information concerning HTAs. This may lead toharmonization of the criteria taken into account in the conduct of HTAs between EU Member States and in pricing andreimbursement decisions and may negatively affect price in at least some EU Member States. The marketability of any products for which we receive regulatory approval for commercial sale may suffer if the governmentand third‑party payors fail to provide adequate coverage and reimbursement. In addition, an increasing emphasis on managedcare in the United States has increased and will continue to increase the pressure on pharmaceutical pricing. With fewexceptions (e.g., limitations on Medicare Part D sponsors concerning certain formulary changes), coverage policies andthird‑party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatoryapproval, less favorable coverage policies and reimbursement rates may be implemented in the future. Other Healthcare Laws and Compliance Requirements In the United States, our activities are potentially subject to additional regulation, particularly once third-partyreimbursement becomes available for one or more of our products, by various federal, state and local authorities in additionto the FDA, including the Centers for Medicare and Medicaid Services, other divisions of HHS (for example, the Office ofInspector General), the DOJ and individual U.S. Attorney offices within the DOJ, and state and local governments. The federal Anti‑Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting orreceiving remuneration to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order ofany healthcare item or service reimbursable under Medicare, Medicaid or other federally financed healthcare programs. Thisstatute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and prescribers,purchasers, and formulary managers on the other. Although there are a number of statutory exemptions and regulatory safeharbors protecting some business arrangements from prosecution, the exemptions and safe harbors are drawn narrowly andpractices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutinyif they do not qualify for an exemption or safe harbor. Our practices may not in all cases meet all of the criteria for safe harborprotection from federal Anti‑Kickback Statute liability. The reach of the Anti‑Kickback Statute was broadened by theAffordable Care Act, which, among other things, amends the intent requirement of the federal Anti‑Kickback Statute.Pursuant to the statutory amendment, a person or entity no longer needs to have actual knowledge of this statute or specificintent to violate it in order to have committed a violation. In addition, the Affordable Care Act provides that the governmentmay assert that a claim including items or services resulting from a violation of the federal Anti‑Kickback Statute constitutesa false or fraudulent claim for purposes of the civil False Claims Act or the civil monetary penalties statute, which imposespenalties against any person who is determined to have presented or caused to be presented a claim to a federal healthprogram that the person knows or should know is for an item or service that was not provided as claimed or is false orfraudulent. The federal False Claims Act prohibits any person from knowingly presenting, or causing to be presented, a false orfraudulent claim for payment of government funds or knowingly making, using or causing to be made or used, a false recordor statement material to an obligation to pay money to the government, or knowingly and improperly avoiding, decreasingor concealing an obligation to pay money to the federal government. Pharmaceutical and other healthcare companies havebeen investigated and reached substantial financial settlements under these laws for, among other things, allegedly providingfree product to customers with the expectation that the customers would bill federal programs for the product. Othercompanies have been prosecuted for causing false claims to be submitted because of the companies’ marketing of the productfor unapproved, and thus non‑reimbursable, uses. Pharmaceutical and other healthcare companies also are subject to otherfederal false claims laws, including, among others, federal criminal healthcare fraud and false statement statutes that extendto non-government health benefit programs. 32 Table of Contents The Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health InformationTechnology for Economic and Clinical Health Act, or HITECH, imposes criminal and civil liability for executing a schemeto defraud any healthcare benefit program, including private third‑party payors and knowingly and willfully falsifying,concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation,or making or using any false writing or document knowing the same to contain any materially false, fictitious or fraudulentstatement or entry in connection with the delivery of or payment for healthcare benefits, items or services. The federal Physician Payment Sunshine Act, being implemented as the Open Payments Program, requires certainpharmaceutical and biological manufacturers to engage in extensive tracking of payments or transfers of value to physiciansand teaching hospitals and public reporting of the payment data. Pharmaceutical and biological manufacturers with productsfor which payment is available under Medicare, Medicaid or the State Children’s Health Insurance Program are required totrack such payments, and must submit a report on or before the 90th day of each calendar year disclosing reportablepayments made in the previous calendar year. Also, many states have similar fraud and abuse statutes or regulations that apply to items and services reimbursed underMedicaid and other state programs, or, in several states, apply regardless of the payor. Some state laws also requirepharmaceutical companies to report expenses relating to the marketing and promotion of pharmaceutical products and toreport gifts and payments to certain health care providers in those states. Some of these states also prohibit certain marketing-related activities including the provision of gifts, meals, or other items to certain health care providers. In addition,California, Connecticut, Nevada and Massachusetts require pharmaceutical companies to implement compliance programs ormarketing codes of conduct. In addition, we are subject to data protection laws and regulations (i.e., laws and regulations that address privacy and datasecurity). In the U.S., numerous federal and state laws and regulations, including state data breach notification laws, statehealth information privacy laws, and federal and state consumer protection laws (e.g., Section 5 of the FTC Act), govern thecollection, use, disclosure and protection of health-related and other personal information. Failure to comply with dataprotection laws and regulations could result in government enforcement actions and create liability for us (which couldinclude civil and/or criminal penalties), private litigation and/or adverse publicity that could negatively affect our operatingresults and business. HIPAA, as amended by HITECH, and its implementing regulations, among other things, imposescriminal and civil liability for executing a scheme to defraud any healthcare benefit program and also imposes obligations,including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individuallyidentifiable health information. HIPAA also prohibits knowingly and willfully falsifying, concealing or covering up amaterial fact or making any materially false, fictitious or fraudulent statement or representation, or making or using any falsewriting or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry inconnection with the delivery of or payment for healthcare benefits, items or services. Although we are not directly subject toHIPAA other than with respect to providing certain employee benefits, we potentially could be subject to criminal penaltiesif we knowingly obtain or disclose individually identifiable health information maintained by a HIPAA-covered entity (e.g.,a healthcare provider or a health plan) in a manner that is not authorized or permitted by HIPAA. To the extent that we continue to conduct clinical trials or seek to commercialize our products outside of the United States,we will also be subject to a variety of foreign data protection laws and regulations. For example, in the European Union, theEU Data Protection Directive imposes strict obligations and restrictions on the ability to collect, analyze and transferpersonal data, including health data from clinical trials and adverse event reporting. Data protection authorities from thedifferent European Union member states may interpret the applicable laws differently, and guidance on implementation andcompliance practices are often updated or otherwise revised, which adds to the complexity of processing personal data in theEuropean Union. For our clinical trials in Australia, to the extent that the sites for our trials include certain university,company or government agencies, we may be subject to restrictions and data protection obligations under the Privacy Act1988 (Cth). We may, otherwise, be subject to additional data protection laws in Australia in the states and territories inwhich we conduct our trials, which have similar restrictions on our ability to collect, analyze and transfer medical records andother patient data. 33 Table of Contents Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible thatsome of our business activities could be subject to challenge under one or more of such laws. If our operations are found to bein violation of any of the federal and state laws described above or any other governmental regulations that apply to us, wemay be subject to penalties, including criminal and significant civil monetary penalties, damages, fines, imprisonment,exclusion from participation in government programs, injunctions, recall or seizure of products, total or partial suspension ofproduction, denial or withdrawal of pre‑marketing product approvals, private “qui tam” actions brought by individualwhistleblowers in the name of the government or refusal to allow us to enter into supply contracts, including governmentcontracts, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operateour business and our results of operations. To the extent that any of our products are sold in a foreign country, we may besubject to similar foreign laws and regulations, which may include, for instance, applicable post‑marketing requirements,including safety surveillance, anti‑fraud and abuse laws, and implementation of corporate compliance programs andreporting of payments or transfers of value to healthcare professionals. In addition, at the federal level, the Drug Supply Chain Security Act, or DSCA, regulates the distribution and tracing ofprescription drugs. The DSCA imposes requirements to ensure accountability in prescription drug distribution, for example,it requires manufacturers to affix a product identifier to each package and case of a prescription drug product intended forsale by November 27, 2017. A product identifier is an electronically-readable graphic that contains information includingthe product’s unique numerical identifier, lot number, and expiration date. The DSCA also requires relevant parties and toidentify and remove illegitimate products from the market, including products that are counterfeit, stolen, intentionallycontaminated, or otherwise harmful. The Prescription Drug Marketing Act, its implementing regulations and state laws alsoregulate the distribution of prescription drug product samples. In order to distribute products commercially, we must also comply with state law requirements for registration ofmanufacturers and wholesale distributors of pharmaceutical products, including, in some states, manufacturers anddistributors who ship products into the state even if such manufacturers or distributors have no place of business within thestate. Several states have enacted legislation requiring pharmaceutical companies to, among other things, establish marketingcompliance programs, file periodic reports with the state, register their sales representatives, and/or limit other specified salesand marketing practices. All of our activities are potentially subject to federal and state consumer protection and unfaircompetition laws. Government Contracts and Grants To date we have been awarded approximately $7.9 million in state and federal grants which have provided us with fundingand resources to continue the development of our product candidates and contributed to research and development effortsoutside of our primary therapeutic focus. Approximately $6.0 million of our grant funds have been received from the NIH,and some of these funds support research related to ZYN001. Scientific Advisors We have established a clinical advisory board and we regularly seek advice and input from these experienced clinical leaderson matters related to our research and development programs. The members of our clinical advisory board consist of expertsacross a range of key disciplines relevant to our programs. We intend to continue to leverage the broad expertise of ouradvisors by seeking their counsel on important topics relating to our product development and clinical developmentprograms. Our scientific advisors are not our employees and may have commitments to, or consulting or advisory contractswith, other entities that may limit their availability to us. In addition, our clinical advisors may have arrangements with othercompanies to assist those companies in developing products or technologies that may compete with ours. All of our clinicaladvisors are affiliated with other entities and devote only a small portion of their time to us.34 Table of Contents Our current clinical advisors are set forth in the table below: Name Title Elizabeth Berry-Kravis, MD,PhD† Professor of Pediatrics, Neurological Sciences, BiochemistryRush University Medical Center Craig Erickson, MD† Associate Professor of Psychiatry, Director, Fragile X Research and Treatment Center,Medical Director, P3SW Developmental Disabilities Inpatient Unit, Director of Research,The Kelly O'Leary Center for Autism Spectrum Disorders, Cincinnati Children's HospitalMedical Center Randi J. Hagerman, MD† Medical Director, UC Davis MIND Institute; Distinguished Professor, Endowed Chair inFragile X Research, Department of Pediatrics, UC Davis School of Medicine Steven J. Siegel, MD, PhD† Chair, Department of Psychiatry and Behavioral Sciences, Keck School of Medicine,University of Southern California Nicole Tartaglia, MD† Associate Professor, Pediatrics-Developmental Pediatrics, University of Colorado DenverSchool of Medicine/Children’s Hospital of Colorado Dennis Dlugos, MD, MSCE* Professor of Neurology and Pediatrics at Children’s Hospital of Philadelphia (CHOP) andthe University of Pennsylvania School of Medicine Jacqueline French, MD* Professor of Neurology, NYU Langone Medical Center Daniel Friedman, MD* Clinical Assistant Professor, Department of Psychiatry, NYU Langone Medical Center John Messenheimer, MD* Consultant, Neurologist/Epileptologist, John Messenheimer PLLC Michael Rogawski, MD, PhD* Professor of Neurology, UC Davis Center for Neuroscience Rodney Radtke, MD* Professor of Neurology, Duke University Medical Center * Epilepsy † FXS Corporate Information We were incorporated in Delaware in January 2007. Our primary executive offices are located at 80 W. Lancaster Avenue, Suite 300, Devon, PA 19333 and our telephone numberis (484) 581‑7505. Our website address is www.zynerba.com. The information contained in, or that can be accessed through,our website is not part of this Report. Zynerba is a registered U.S. trademark. All other trademarks, trade names or service marks referred to in this Report are theproperty of their respective owners. Employees As of March 8, 2018, we had 22 full-time employees. In addition to our full‑time employees, we contract with third‑parties forthe conduct of certain preclinical, manufacturing, accounting and administrative activities. We have no collectivebargaining agreements with our employees and none are represented by labor unions. Implications of Being an Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the SecuritiesAct, as modified by the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an “emerging growthcompany” until the earliest of (1) the beginning of the first fiscal year following the fifth anniversary of our initial publicoffering, or January 1, 2021, (2) the beginning of the first fiscal year after our annual gross revenue is $1.07 billion or more,(3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debtsecurities and (4) as of the end of any fiscal year in which the market value of our35 Table of Contents common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. For as longas we remain an “emerging growth company”, we may take advantage of certain exemptions from various disclosure andreporting requirements that are applicable to other public companies that are not “emerging growth companies” including,but not limited to: ·an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes‑Oxley Act of 2002; ·reduced disclosure obligations regarding executive compensation, including no Compensation Disclosure andAnalysis; ·an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Boardregarding mandatory audit firm rotation or a supplement to the auditor’s report providing additionalinformation about the audit and the financial statements; and ·an exemption from the requirements of holding a nonbinding advisory vote on executive compensation andstockholder approval of any golden parachute payments not previously approved. We may rely on these provisions until December 31, 2020. However, if certain events occur prior to the end of such period,including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than$1.0 billion of non‑convertible debt in any three‑year period, we will cease to be an “emerging growth company” prior to theend of such period. We have elected to take advantage of certain of the reduced disclosure obligations in this Report and may elect to takeadvantage of other reduced reporting requirements in future filings. As a result, the information that we provide to ourstockholders may be different than you might receive from other public reporting companies in which you hold equityinterests. The JOBS Act provides that an “emerging growth company” can take advantage of an extended transition period forcomplying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemptionand, therefore, we are subject to the same new or revised accounting standards as other public companies that are not“emerging growth companies.” Available information Our internet website address is http://www.zynerba.com. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K, any amendments to those reports, proxy and registration statements filed or furnished with theSecurities and Exchange Commission, or SEC, are available free of charge through our website. We make these materialsavailable through our website as soon as reasonably practicable after we electronically file such materials with, or furnishsuch materials to, the SEC. The reports filed with the SEC by our executive officers and directors pursuant to Section 16under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable after copiesof those filings are provided to us by those persons. These materials can be accessed through the “Investor Relations” sectionof our website. The information contained on, or that can be accessed through, our website is not a part of or incorporated byreference in this Report.36 Table of Contents Item 1A. Risk Factors You should consider carefully the following risks and uncertainties when reading this Annual Report. If any of thefollowing risks actually occurs, our business, financial condition and results of operations could be materially andadversely affected. In that event, the trading price of our common stock could decline. Although we believe that we haveidentified and discussed below the key risk factors affecting our business, there may be additional risks and uncertaintiesthat are not presently known or that are not currently believed to be significant that may adversely affect our performanceor financial condition. Risks Related to Our Financial Position and Capital Needs We have incurred significant losses since our inception and anticipate that we will continue to incur losses in the future. We are a clinical stage specialty pharmaceutical company dedicated to the development and commercialization ofinnovative transdermal pharmaceutically-produced cannabinoid treatments for rare and near-rare neuropsychiatric disordersin patients with high unmet medical needs. Since our inception in January 2007, we have devoted substantially all of ourresources to the development of our product candidates, ZYN002 and ZYN001. We have generated significant operatinglosses since our inception. Our net losses for the years ended December 31, 2017, 2016, and 2015 were approximately $32.0million, $23.4 million and $12.6 million, respectively. As of December 31, 2017, we had an accumulated deficit of$78.0 million. Substantially all of our losses have resulted from expenses incurred in connection with our research anddevelopment programs and from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate theselosses will increase as we continue the research and development of, and clinical trials for, our product candidates. Inaddition to budgeted expenses, we may encounter unforeseen expenses, difficulties, complications, delays and otherunknown factors that may adversely affect our business. If either of our product candidates fails in clinical trials or does notgain regulatory approval, or even if approved, fails to achieve market acceptance, we may never become profitable. Even ifwe achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Due to our limited operating history and history of losses, any predictions about our future success, performance or viabilitymay not be accurate. We currently have no commercial revenue and may never become profitable. To date, the only revenue we have generated has been from the receipt of research grants and payments for research services.Our ability to generate revenue and become profitable depends upon our ability to obtain regulatory approval for, andsuccessfully commercialize, ZYN002, ZYN001 or other product candidates that we may develop, in‑license or acquire in thefuture. Even if we are able to successfully achieve regulatory approval for these product candidates, we do not know what thereimbursement status of our product candidates will be or when any of these products will generate revenue for us, if at all.We have not generated, and do not expect to generate, any product revenue for the foreseeable future, and we expect tocontinue to incur significant operating losses for the foreseeable future due to the cost of research and development,preclinical studies and clinical trials and the regulatory approval process for our product candidates. The amount of futurelosses is uncertain and will depend, in part, on the rate of growth of our expenses. Our ability to generate revenue from our product candidates also depends on a number of additional factors, including ourability to: ·successfully complete development activities, including the remaining preclinical studies and ongoing andplanned clinical trials for our product candidates;37 Table of Contents ·complete and submit NDAs to the FDA and MAAs to the EMA, and obtain regulatory approval forindications for which there is a commercial market; ·complete and submit applications to, and obtain regulatory approval from, other foreign regulatoryauthorities; ·manufacture any approved products in commercial quantities and on commercially reasonable terms; ·develop a commercial organization, or find suitable partners, to market, sell and distribute approvedproducts in the markets in which we have retained commercialization rights; ·achieve acceptance among patients, clinicians and advocacy groups for any products we develop; ·obtain coverage and adequate reimbursement from third parties, including government payors; and ·set a commercially viable price for any products for which we may receive approval. We are unable to predict the timing or amount of increased expenses, or when or if we will be able to achieve or maintainprofitability. Even if we are able to complete the processes described above, we anticipate incurring significant costsassociated with commercializing our product candidates. We will require additional capital to fund our operations and if we fail to obtain necessary financing, we will not be ableto complete the development and commercialization of ZYN002 or ZYN001. Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial andincreasing amounts to conduct further research and development, preclinical testing and clinical trials of our productcandidates, to seek regulatory approvals and reimbursement for our product candidates and to launch and commercialize anyproduct candidates for which we receive regulatory approval. As of December 31, 2017, we had approximately $62.5 millionin cash and cash equivalents. We believe that current cash and cash equivalents are sufficient to initiate our planned clinicaltrials for ZYN002 for the treatment of FXS and DEE, our proposed clinical trial for ZYN002 for the treatment of refractoryfocal seizures in adults with epilepsy and our anticipated clinical trial for ZYN001 for the treatment of TS and fundoperations and capital requirements well into 2019. The progress of ZYN002 and ZYN001 for each target indication isuncertain because it is difficult to predict our spending for our product candidates prior to obtaining FDA approval due tonumerous factors, including, without limitation, the rate of progress of clinical trials, the results of preclinical studies andclinical trials for such indication, the costs and timing of seeking and obtaining FDA and other regulatory approvals forclinical trials and FDA guidance regarding clinical trials for such indication. Moreover, changing circumstances may causeus to expend cash significantly faster than we currently anticipate, and we may need to spend more cash than currentlyexpected because of circumstances beyond our control. For these reasons, we are unable to estimate the actual funds we willrequire for development and any approved marketing and commercialization activities. Our future funding requirements,both near and long‑term, will depend on many factors, including, but not limited to: ·the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our productcandidates; ·any change in the clinical development plans or target indications for these product candidates; ·the number and characteristics of product candidates that we develop or may in‑license; ·the terms of any collaboration agreements we may choose to execute; 38 Table of Contents ·the outcome, timing and cost of meeting regulatory requirements established by the DEA, the FDA, theEMA or other comparable foreign regulatory authorities; ·the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual propertyrights; ·the cost of defending intellectual property disputes, including patent infringement actions brought by thirdparties against us; ·the effect of competing product and market developments; ·the costs and timing of the implementation of commercial scale manufacturing activities; and ·the cost of establishing, or outsourcing, sales, marketing and distribution capabilities for any productcandidates for which we may receive regulatory approval in regions where we choose to commercialize ourproducts on our own. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unable to raiseadditional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back ordiscontinue the development or commercialization of one or more of our product candidates or one or more of our otherresearch and development initiatives. Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us torelinquish rights to our technologies or product candidates. We may seek additional capital through a combination of private and public equity offerings, debt financings, strategicpartnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale ofequity or convertible debt securities, existing ownership interests will be diluted and the terms of such financings mayinclude liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financings may becoupled with an equity component, such as warrants to purchase shares, which could also result in dilution of our existingstockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could alsoresult in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability toacquire or license intellectual property rights and other operating restrictions that could adversely impact our ability toconduct our business and may result in liens being placed on our assets and intellectual property. If we were to default onsuch indebtedness, we could lose such assets and intellectual property. If we raise additional funds through strategicpartnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to ourproduct candidates, or grant licenses on terms that are not favorable to us. We receive Australian government research and development income tax concession refunds. If our research anddevelopment expenditures are not deemed to be eligible for the refund or the tax concession program is modified ordiscontinued by the Australian government, it could have a negative effect on our future cash flows and the funding offuture research and development projects. Our subsidiary, Zynerba Pharmaceuticals Pty Ltd., is incorporated in Australia where we are currently engaged in researchand development activities for ZYN002 and ZYN001. Our subsidiary is eligible to participate in the Australian FederalGovernment’s Research and Development Tax Incentive program, under which the government provides a cash refund for aportion of eligible research and development expenditures (45% for fiscal years beginning prior to July 1, 2016 and 43.5%for fiscal years beginning on or after July 1, 2016) by small Australian entities, which are defined as Australian entities withless than A$20 million in revenue, having a tax loss. The Research and Development Tax Incentive refund is offered by theAustralian federal government for eligible research and development purposes based on the filing of an annual application.As part of this program, our subsidiary applied for and received cash refunds from the Australian Taxation Office for apercentage of the research and development costs expended by our subsidiary in Australia.39 Table of Contents Since the fiscal year ended December 31, 2015, we have been receiving Research and Development Tax Incentive refundsrelated to research and development expenditures we make, and we expect to continue to receive refunds under this programfor eligible research and development expenditures in Australia. However, to the extent that some or all of our research anddevelopment expenditures are deemed to be “ineligible,” then our refunds may decrease or be eliminated. In addition, theAustralian government may in the future modify the requirements of, reduce the amounts of the refunds available under, ordiscontinue the Research and Development Tax Incentive program. Any such change in the Research and Development TaxIncentive program would have a negative effect on our future cash flows. The recently passed comprehensive tax reform bill could adversely affect our business and financial condition. On December 22, 2017, President Trump signed into law new tax legislation, the Tax Cuts and Jobs Act of 2017, whichsignificantly changes the Internal Revenue Code of 1986, as amended. This new legislation contains, among other things,significant changes to corporate taxation, including a permanent reduction to the corporate income tax rate from a topmarginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings(except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxableincome and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless ofwhether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciationexpense over time, and modifying or repealing many business deductions and credits (including reducing the business taxcredit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generallyreferred to as “orphan drugs”). Any federal net operating loss carryovers created in 2018 and thereafter will be carried forwardindefinitely. We continue to examine the impact this tax legislation may have on our business. Any estimates we have madeor will make regarding the impact of the recent tax legislation reflect certain assumptions based upon our currentinterpretation and analysis to date of the law. These assumptions may be subject to further refinement due to any futurechanges in interpretations or additional guidance that may be issued as a result of the new legislation. Notwithstanding thereduction in the corporate income tax rate, the overall impact of this tax legislation is uncertain, and our business andfinancial condition could be adversely affected. Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability toachieve profitability. We are subject to income taxes in the United States and Australia. Our effective income tax rate in thefuture could be adversely affected by a number of factors including changes in the mix of earnings incountries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities andchanges in tax laws. We regularly assess all of these matters to determine the adequacy of our tax provisionwhich is subject to discretion. If our assessments are incorrect, it could have an adverse effect on ourbusiness and financial condition. There can be no assurance that income tax laws and administrativepolicies with respect to the income tax consequences generally applicable to us or to our subsidiaries willnot be changed in a manner which adversely affects our shareholders. Our ability to use our net operating loss carryforwards and other tax attributes may be limited. As of December 31, 2017, we had U.S. net operating loss, or NOL, carryforwards of approximately $56.8 million for U.S.federal income tax and state tax purposes available to offset future taxable income, prior to consideration of annuallimitations that may be imposed under Section 382 of the Internal Revenue Code of 1986, as amended, or Section 382. OurNOL carryforwards begin to expire in 2028 if not utilized. Our NOL carryforwards could expire unused and be unavailable to offset future income tax liabilities. Under Section 382,and corresponding provisions of U.S. state law, if a corporation undergoes an "ownership change," generally defined as agreater than 50% change, by value, in its equity ownership over a three-year period, the corporation's ability to use its pre-change U.S. NOLs and other pre-change tax attributes, such as research and development tax credits, to offset its post-changeincome may be limited. We have not performed any analyses under Section 382 and cannot forecast or otherwise determineour ability to derive benefit from our various federal or state tax attribute carryforwards. As a result, if we earn net taxableincome, our ability to use our pre-change NOL carryforwards to offset U.S. federal40 Table of Contents taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. Inaddition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, whichcould accelerate or permanently increase state taxes owed. In addition, we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership,including in any future offerings, some of which may be outside of our control. If we determine that an ownership change hasoccurred and our ability to use our NOL carryforwards is materially limited, it would harm our future operating results byeffectively increasing our future tax obligations. Our federal and state government grants could subject us to audits and could require us to repay funds previously awardedto us. Prior to our initial public offering, or IPO, most of our revenue was from the receipt of state and federal research grants. As ofDecember 31, 2017 we have been granted approximately $7.9 million in federal and state research grants (all of which wasgranted prior to 2016). In connection with these grants, we may be subject to routine audits by government agencies. As partof an audit, these agencies may review our performance, cost structures and compliance with applicable laws, regulations,policies and standards and the terms and conditions of the grant. If any of our expenditures are found to be unallowable orallocated improperly or if we have otherwise violated terms of the grant, the expenditures may not be reimbursed and/or wemay be required to repay funds already disbursed. Accordingly, an audit could result in a material adjustment to our results ofoperations and financial condition. Risks Related to our Business and Industry We are largely dependent on the success of our product candidates, ZYN002 and ZYN001, which are still in clinicaldevelopment, and will require significant capital resources and years of clinical development effort. We currently have no marketed products. Our most advanced product candidate, ZYN002, has recently completed threePhase 2 clinical trials and there are two Phase 2 trials and one Phase 1 trial ongoing. A Phase 1 clinical trial for ZYN001 isalso in progress. We currently anticipate initiating our planned clinical trials for ZYN002 for the treatment of FXS and DEE,our proposed clinical trial for ZYN002 for the treatment of refractory focal seizures in adults with epilepsy and ouranticipated clinical trial for ZYN001 for the treatment of TS. Our business depends almost entirely on the successful clinicaldevelopment, regulatory approval and commercialization of ZYN002 and ZYN001, and substantial additional clinicaldevelopment and regulatory approval efforts will be required before we are permitted to commence commercialization, ifever. The clinical trials and manufacturing and marketing of ZYN002 and ZYN001 will be subject to extensive and rigorousreview and regulation by numerous government authorities in the United States, Australia, the European Union, Canada, andother jurisdictions where we intend to test and, if approved, market our product candidates. Before obtaining regulatoryapprovals for the commercial sale of any product candidate, we must demonstrate through preclinical testing and clinicaltrials that the product candidate is safe and effective for use in each target indication, and potentially in specific patientpopulations. This process can take many years and may include post‑marketing studies and surveillance, which wouldrequire the expenditure of substantial resources beyond our existing funds. Of the large number of drugs in development forapproval in the United States and the European Union, only a small percentage successfully complete the FDA regulatoryapproval process or are granted a marketing authorisation by the European Commission or the other competent authorities inthe EU Member States, as applicable, and are commercialized. Accordingly, even if we are able to obtain the requisitefinancing to continue to fund our research, development and clinical programs, we cannot assure you that any of our productcandidates will be successfully developed or commercialized. Because the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, ZYN002and ZYN001 may not have favorable results in our planned clinical trials. Any positive results from our preclinical testing of ZYN002 and ZYN001 and Phase 1 and Phase 2 clinical trials of ZYN002may not necessarily be predictive of the results from our anticipated clinical trials for ZYN002 in patients with FXS, DEE andrefractory epileptic focal seizures, and any planned or proposed additional clinical trials. In addition, our41 Table of Contents interpretation of clinical data or our conclusions based on our preclinical in vitro and in vivo models may prove inaccurate.Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials afterachieving positive results in preclinical and early clinical development, and we cannot be certain that we will not facesimilar setbacks. These setbacks have been caused by, among other things, preclinical findings while clinical trials wereunderway or safety or efficacy observations in clinical trials, including adverse events. Moreover, preclinical and clinicaldata can be susceptible to varying interpretations and analyses, and many companies that believed their product candidatesperformed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA approval or a marketingauthorization granted by the European Commission. If we fail to produce positive results in our planned or proposed clinicaltrials of ZYN002 for the treatment of behavioral symptoms of FXS, DEE or refractory focal seizures in adults with epilepsyand ZYN001 for the treatment of TS, the development timeline and regulatory approval and commercialization prospects forZYN002 and ZYN001, and, correspondingly, our business and financial prospects, would be materially adversely affected. Even if ZYN002 and ZYN001 advance through pre-clinical studies and clinical trials, we may experience difficulties inmanaging our growth and expanding our operations. We have limited resources to carry out objectives for our current and future pre-clinical studies and clinical trials. SinceOctober 2015, we have conducted numerous clinical trials and plan to conduct clinical trials in the future, which is atime‑consuming, expensive and uncertain process. In addition, while we have experienced management and expect tocontract out many of the activities related to conducting these programs, we are a small company with only 22 employeesand therefore have limited internal resources both to conduct pre-clinical studies and clinical trials and to monitor third‑partyproviders. As our product candidates advance through pre-clinical studies and clinical trials, we will need to expand ourdevelopment, regulatory and manufacturing operations, either by expanding our internal capabilities or contracting withother organizations to provide these capabilities for us. In the future, we expect to have to manage additional relationshipswith collaborators or partners, suppliers and other organizations. Our ability to manage our operations and future growth willrequire us to continue to improve our operational, financial and management controls, reporting systems and procedures. Failures or delays in our clinical trials of ZYN002 or ZYN001 could result in increased costs to us and could delay, preventor limit our ability to generate revenue and continue our business. ZYN002, our most advanced product candidate, has recently completed three Phase 2 clinical trials, and we have initiated aPhase 1 clinical trial for ZYN001. Successful completion of clinical trials is a prerequisite to submitting an NDA to the FDAor an MAA to the EMA. Clinical trials are expensive, difficult to design and implement, can take many years to complete andare uncertain as to outcome. A product candidate can unexpectedly fail at any stage of clinical development. The historicfailure rate for product candidates is high due to scientific feasibility, findings related to safety and efficacy, changingregulatory standards and standards of medical care and other variables. In addition, inconclusive results or results that are notdeemed statistically significant may cause delays in clinical development or lead us to reevaluate and redesign our clinicaldevelopment programs. We do not know whether our clinical trials will begin or be completed on schedule, if at all, as thecommencement and completion of clinical trials can be delayed or prevented for a number of reasons, including, amongothers: ·delays in reaching or failing to reach agreement on acceptable terms with prospective clinical trial sites, theterms of which can be subject to extensive negotiation and may vary significantly among different clinicaltrial sites; ·clinical sites or investigators deviating from trial protocol, failing to conduct the trial in accordance withapplicable regulatory requirements, or dropping out of a trial or failure of third-party clinical trial managersto meet their contractual obligations or deadlines; ·delays or inability in manufacturing or obtaining sufficient quantity or quality of a product candidate orother materials necessary to conduct clinical trials due to regulatory and manufacturing constraints; 42 Table of Contents ·delay or failure in reaching agreement with the FDA or a foreign regulatory authority on the design of agiven trial, or in obtaining authorization to commence a trial; ·difficulties obtaining IRB, DEA or comparable foreign regulatory authority, or ethics committee approvalto conduct a clinical trial; ·challenges in recruiting and enrolling patients to participate in clinical trials, including the size and natureof the patient population, the proximity of patients to clinical trial sites, eligibility criteria for the clinicaltrial, the nature of the clinical trial protocol, the availability of approved effective treatments for therelevant indication and competition from other clinical trial programs for similar indications; ·severe or unexpected toxicities or drug‑related side effects experienced by patients in our clinical trials orby individuals using drugs similar to our product candidates; ·DEA or comparable foreign regulatory authority‑related recordkeeping, reporting or security violations at aclinical trial site, leading the DEA, state authorities or comparable foreign regulatory authorities to suspendor revoke the site’s controlled substance registration and causing a delay or termination of planned orongoing clinical trials; ·regulatory concerns with cannabinoid products generally and the potential for abuse of those products; ·difficulties retaining patients who have enrolled in a clinical trial who may withdraw due to lack ofefficacy, side effects, personal issues or loss of interest and difficulties having subjects return for post-treatment follow-up; ·ambiguous or negative interim results; or ·lack of adequate funding to continue the clinical trial. In addition, a clinical trial may be suspended or terminated by us, the FDA, an IRB, an ethics committee, a data safetymonitoring board or other foreign regulatory authorities overseeing the clinical trial at issue due to a number of factors,including, among others: ·failure to conduct the clinical trial in accordance with regulatory requirements or our clinical trialprotocols; ·inspection of the clinical trial operations or clinical trial sites by the FDA, the DEA, the EMA or otherforeign regulatory authorities that reveals deficiencies or violations that require us to undertake correctiveaction, including the imposition of a clinical hold; ·unforeseen safety issues, including any safety issues that could be identified in our ongoing toxicologystudies; ·adverse side effects or lack of effectiveness; and ·changes in government regulations or administrative actions. If our clinical trials fail or are delayed for any of the above reasons, our development costs may increase, our approval processcould be delayed and our ability to commercialize our product candidates could be materially harmed, which could have amaterial adverse effect on our business, financial condition or results of operations. 43 Table of Contents We intend to expend our limited resources to pursue ZYN002 and ZYN001 for certain indications, and may fail tocapitalize on other product candidates or other indications for ZYN002 or ZYN001 that may be more profitable or forwhich there is a greater likelihood of success. Because we have limited financial and managerial resources, we are focusing on research programs relating to ZYN002 andZYN001 for certain indications, which concentrates the risk of product failure in the event ZYN002 or ZYN001 proves to beunsafe or ineffective or inadequate for clinical development or commercialization. In particular, we are studying ZYN002 inpatients with FXS, DEE and refractory epileptic focal seizures, and we intend to study ZYN001 in patients with TS. As aresult, we may forego or delay pursuit of opportunities with other product candidates or for other indications for ZYN002 orZYN001 that could later prove to have greater commercial potential. We may also deem it advisable to refocus our clinicaldevelopment programs based on clinical trial results. For example, based on our intention to concentrate our focus on rareand near-rare neuropsychiatric disorders, we have decided to discontinue our development programs in the capital-intensivepain space, including ZYN002 for the treatment of OA and for ZYN001 for the treatment of fibromyalgia and peripheralneuropathic pain. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products orprofitable market opportunities. Our spending on proprietary research and development programs relating to ZYN002 andZYN001 may not yield any commercially viable products. If we do not accurately evaluate the commercial potential or targetmarket for ZYN002 and ZYN001, we may relinquish valuable rights to ZYN002 or ZYN001 through collaboration, licensingor other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development andcommercialization rights to ZYN002 or ZYN001. The regulatory approval processes of the FDA, the EMA and other comparable foreign regulatory authorities are lengthy,time‑consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for ourproduct candidates, our business will be substantially harmed. We are not permitted to market our product candidates in the United States or the European Union until we receive approvalof an NDA from the FDA or an MAA from the European Commission, respectively, or in any foreign countries until wereceive the requisite approval from such countries. Prior to submitting an NDA to the FDA or an MAA to the EMA forapproval of our product candidates we will need to complete our preclinical studies and clinical trials. Successfullycompleting our clinical program and obtaining approval of an NDA or MAA is a complex, lengthy, expensive and uncertainprocess, and the FDA or EMA may delay, limit or deny approval of our product candidates for many reasons, including,among others, because: ·we may not be able to demonstrate that our product candidates are safe and effective in treating patients to thesatisfaction of the FDA or EMA; ·the results of our clinical trials may not meet the level of statistical or clinical significance required by the FDAor EMA for marketing approval; ·the FDA or EMA may disagree with the number, design, size, conduct or implementation of our clinical trials; ·the FDA or EMA may require that we conduct additional clinical trials; ·the FDA or EMA or other applicable foreign regulatory authorities may not approve the formulation, labeling orspecifications of our product candidates; ·the CROs and other contractors that we may retain to conduct our clinical trials may take actions outside of ourcontrol that materially adversely impact our clinical trials; ·the FDA or EMA may find the data from preclinical studies and clinical trials insufficient to demonstrate thatZYN002 or ZYN001 are safe and effective for their proposed indications; 44 Table of Contents ·the FDA or EMA may disagree with our interpretation of data from our preclinical studies and clinical trials; ·the FDA or EMA may not accept data generated at our clinical trial sites or may disagree with us over whether toaccept efficacy results from clinical trial sites outside the United States or outside the European Union, asapplicable, where the standard of care is potentially different from that in the United States or in the EuropeanUnion, as applicable; ·if our NDAs or MAAs are submitted to the FDA or EMA, as applicable, the regulatory authorities may havedifficulties scheduling the necessary review meetings in a timely manner, may recommend against approval ofour application or may recommend or require, as a condition of approval, additional preclinical studies orclinical trials, limitations on approved labeling or distribution and use restrictions; ·the FDA may require development of a REMS, which would use risk minimization strategies to ensure that thebenefits of certain prescription drugs outweigh their risks, as a condition of approval or post‑approval, and theEuropean Commission may grant only conditional marketing authorization or impose specific obligations as acondition for marketing authorization, or may require us to conduct post‑authorization safety studies; ·the FDA, DEA, European Commission or other applicable foreign regulatory agencies may not approve themanufacturing processes or facilities of third‑party manufacturers with which we contract or DEA or otherapplicable foreign regulatory agency quotas may limit the quantities of controlled substances available to ourmanufacturers; or ·the FDA, European Commission or other applicable foreign regulatory agencies may change their approvalpolicies or adopt new regulations. Any of these factors, many of which are beyond our control, could increase development costs, jeopardize our ability toobtain regulatory approval for and successfully market ZYN002 or ZYN001 and generate product revenue. Moreover,because our business is almost entirely dependent upon these two product candidates, any such setback in our pursuit ofregulatory approval would have a material adverse effect on our business and prospects. We have conducted and are conducting clinical trials for ZYN002 and ZYN001 outside the United States and anticipateconducting additional clinical trials for ZYN002 and ZYN001 outside the United States, and the FDA may not accept datafrom such trials. For ZYN002, we have completed three Phase 2 clinical trials, of which two extension studies are continuing, and weanticipate conducting Phase 2/3 clinical trials for ZYN002 in Australia and New Zealand. For ZYN001, we are currentlyconducting a Phase 1 clinical trial for ZYN001 in Australia. We may choose to conduct additional clinical trials for ZYN002and ZYN001 in countries outside the United States, including Australia and New Zealand, subject to applicable regulatoryapproval. We plan to submit NDAs for ZYN002 and ZYN001 to the FDA upon completion of all requisite clinical trials.Although the FDA may accept data from clinical trials conducted outside the United States, acceptance of such study data bythe FDA is subject to certain conditions. For example, the clinical trial must be conducted in accordance with GCPrequirements and the FDA must be able to validate the data from the clinical trial through an onsite inspection if it deemssuch inspection necessary. Where data from foreign clinical trials are intended to serve as the sole basis for marketingapproval in the United States, the FDA will not approve the application on the basis of foreign data alone unless those dataare considered applicable to the U.S. patient population and U.S. medical practice, the clinical trials were performed byclinical investigators of recognized competence, and the data is considered valid without the need for an on‑site inspectionby the FDA or, if the FDA considers such an inspection to be necessary, the FDA is able to validate the data through anon‑site inspection or other appropriate means. In addition, such clinical trials would be subject to the applicable local laws ofthe foreign jurisdictions where the clinical trials are conducted. If the drug has a potential for abuse, the NDA must include adescription and analysis of studies or information related to abuse of the drug, including a proposal for scheduling under thefederal Controlled Substances Act, or CSA. A45 Table of Contents description of any studies related to overdosage is also required, including information on dialysis, antidotes, or othertreatments, if known. There can be no assurance the FDA will accept data from clinical trials conducted outside of the UnitedStates. If the FDA does not accept any such data, it would likely result in the need for additional clinical trials, which wouldbe costly and time‑consuming and delay aspects of our development plan. In addition, the conduct of clinical trials outside the United States could have a significant impact on us. Risks inherent inconducting international clinical trials include: ·foreign regulatory requirements that could burden or limit our ability to conduct our clinical trials; ·administrative burdens of conducting clinical trials under multiple foreign regulatory schema; ·foreign currency fluctuations which could negatively impact our financial condition since certain payments arepaid in local currencies; ·manufacturing, customs, shipment and storage requirements; ·cultural differences in medical practice and clinical research; and ·diminished protection of intellectual property in some countries. Even if ZYN002 or ZYN001 receives regulatory approval, they may still face future development and regulatorydifficulties. If we obtain regulatory approval for ZYN002 or ZYN001, such approval would be subject to extensive ongoing requirementsby the DEA, FDA, EMA and other foreign regulatory authorities, including requirements related to the manufacture, qualitycontrol, further development, labeling, packaging, storage, distribution, safety surveillance, import, export, advertising,promotion, recordkeeping and reporting of safety and other post‑market information. The safety profile of any product willcontinue to be closely monitored by the FDA, EMA and other comparable foreign regulatory authorities. If the FDA, EMA,DEA or any other comparable foreign regulatory authority becomes aware of new safety information after approval of any ofour product candidates, these regulatory authorities may require labeling changes or establishment of a REMS, imposesignificant restrictions on a product’s indicated uses or marketing, initiate a change in the drug’s controlled substanceschedule, impose ongoing requirements for potentially costly post‑approval studies or post‑market surveillance, impose arecall or seek to withdraw marketing approval altogether. In addition, manufacturers of therapeutic products and their facilities are subject to continual review and periodic inspectionsby the FDA, the EMA and other comparable foreign regulatory authorities for compliance with cGMP. Further, manufacturersof controlled substances must obtain and maintain necessary DEA and state registrations and registrations with applicableforeign regulatory authorities, and must establish and maintain processes to ensure compliance with DEA and staterequirements and requirements of applicable foreign regulatory authorities governing, among other things, the storage,handling, security, recordkeeping and reporting for controlled substances. If we or a regulatory agency discover previouslyunknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with thefacility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturingfacility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. If we,our product candidates or the manufacturing facilities for our product candidates fail to comply with applicable regulatoryrequirements, a regulatory agency may, among other things: ·issue untitled letters, letters of administration or warning letters; ·mandate modifications to promotional materials or require us to provide corrective information to healthcarepractitioners; 46 Table of Contents ·require us to enter into a consent decree, which can include imposition of various fines, reimbursements forinspection costs, required due dates for specific actions and penalties for noncompliance; ·seek an injunction or impose civil or criminal penalties or monetary fines; ·suspend or withdraw regulatory approval or suspend or revoke the facility’s controlled substance registration; ·suspend any ongoing clinical trials; ·require us to enter into a Memorandum of Agreement settling administrative or civil claims which can requirethe implementation of costly compliance programs; ·refuse to approve pending applications or supplements to applications filed by us; or ·seize or detain products or require us to initiate a product recall. The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates andmay otherwise have a material adverse effect on our business, financial condition and results of operations. Non-compliancewith requirements regarding safety monitoring or pharmacovigilance, and with requirements related to the development ofproducts for the pediatric population, can also result in significant financial penalties. Similarly, failure to comply with theEU’s requirements regarding the protection of personal information, which are scheduled to be enforced beginning May 25,2018, can also lead to significant penalties and sanctions. ZYN002 and ZYN001 will be subject to controlled substance laws and regulations; failure to receive necessary approvalsmay delay the launch of our products and failure to comply with these laws and regulations may adversely affect the resultsof our business operations. ZYN002 and ZYN001 contain controlled substances as defined in the CSA. Controlled substances that are pharmaceuticalproducts are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration,manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA.The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances bydefinition have a high potential for abuse, have no currently “accepted medical use” in the United States, lack acceptedsafety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceuticalproducts approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substancesconsidered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk ofabuse among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, includingmanufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing ofSchedule II drugs is further restricted. For example, they may not be refilled without a new prescription. While Cannabis and certain of its derivatives are Schedule I controlled substances, products approved for medical use in theUnited States that contain Cannabis or Cannabis extracts must be placed in Schedules II ‑ V, since approval by the FDAsatisfies the “accepted medical use” requirement. If ZYN002 or ZYN001 receives FDA approval, the DEA will make ascheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in theUnited States. If approved by the FDA, we expect the finished dosage forms of ZYN002 and ZYN001 to be listed by the DEAas a Schedule II or III controlled substance. Consequently, their manufacture, importation, exportation, domestic distribution,storage, sale and legitimate use will be subject to a significant degree of regulation by the DEA. The scheduling process maytake one or more years beyond FDA approval, thereby significantly delaying the launch of ZYN002 or ZYN001. However,DEA must issue a temporary order scheduling the drug within 90 days after FDA approves the drug and DEA receives ascientific and medical evaluation and scheduling recommendation from the Department of Health and Human Services.Furthermore, if the FDA, DEA or any foreign regulatory authority47 Table of Contents determines that ZYN002 or ZYN001 may have potential for abuse, it may require us to generate more clinical data than thatwhich is currently anticipated, which could increase the cost and/or delay the launch of ZYN002 or ZYN001. Because ZYN002 and ZYN001 contain active ingredients of Cannabis, which are Schedule I substances, to conductpreclinical studies and clinical trials with ZYN002 and ZYN001 in the United States prior to approval, each of our researchsites must submit a research protocol to the DEA and obtain and maintain a DEA researcher registration that will allow thosesites to handle and dispense ZYN002 and ZYN001 and to obtain the product from our manufacturer. If the DEA delays ordenies the grant of a research registration to one or more research sites, the preclinical studies or clinical trials could besignificantly delayed, and we could lose and be required to replace clinical trial sites, resulting in additional costs. We expect that ZYN002 and ZYN001 will be scheduled as Schedule II or III, as a result of which we will also need to identifywholesale distributors with the appropriate DEA registrations and authority to distribute the products to pharmacies andother healthcare providers, and these distributors would need to obtain Schedule II or III distribution registrations. The failureto obtain, or delay in obtaining, or the loss of any of those registrations could result in increased costs to us. If ZYN002 orZYN001 is a Schedule II drug, pharmacies would have to maintain enhanced security with alarms and monitoring systemsand they must adhere to additional recordkeeping and inventory requirements. This may discourage some pharmacies fromcarrying the product. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended toreduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program,may make physicians less willing to prescribe, and pharmacies to dispense, Schedule II products. Further, if ZYN002 orZYN001 is a Schedule II drug, DEA must establish an annual aggregate quota for the amount that may be manufactured orproduced in the United States based on the DEA’s estimate of the quantity needed to meet legitimate medical, scientific,research and industrial needs. This limited aggregate amount that the DEA allows to be produced in the United States eachyear is allocated among individual companies, which, in turn, must annually apply to the DEA for individual manufacturingand procurement quotas. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient andproduction of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individualmanufacturing or procurement quotas from time to time during the year, although the DEA has substantial discretion inwhether or not to make such adjustments for individual companies. A failure by us to obtain adequate quota could have amaterial adverse effect on our business, financial condition, results of operations and cash flows. We may manufacture the commercial supply of ZYN002 and ZYN001 outside of the United States. If ZYN002 or ZYN001 isapproved by the FDA and classified as a Schedule II or III substance, an importer can import for commercial purposes if itobtains from the DEA an importer registration and files an application with the DEA for an import permit for each import. Thefailure to identify an importer or obtain the necessary import authority, including specific quantities, could affect theavailability of ZYN002 or ZYN001 and have a material adverse effect on our business, results of operations and financialcondition. In addition, an application for a Schedule II importer registration must be published in the Federal Register, andthere is a waiting period for third party comments to be submitted. Individual states have also established controlled substance laws and regulations. Though state‑controlled substance lawsoften mirror federal law, because the states are separate jurisdictions, they may separately schedule our product candidates aswell. While some states automatically schedule a drug based on federal action, other states schedule drugs throughrulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federalregulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of suchproduct. We or our partners must also obtain separate state registrations, permits or licenses in order to be able to obtain,handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatoryrequirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arisingunder federal law. We currently manufacture the API for ZYN002 and ZYN001 in the United States and Canada. For ZYN002, we areconducting a Phase 1 clinical trial in the United States, have completed several Phase 1 and Phase 2 clinical trials inAustralia and New Zealand and have two ongoing Phase 2 clinical trials in Australia and New Zealand. We anticipateconducting additional clinical trials for ZYN002in patients with FXS, DEE and refractory epileptic focal seizures in the48 Table of Contents United States, Australia and New Zealand, and are currently conducting Phase 1 clinical trials for ZYN001 in Australia andfor ZYN002 in the United States. In addition, we may decide to develop, manufacture or commercialize our productcandidates in additional countries. As a result, we will also be subject to controlled substance laws and regulations from theTherapeutic Goods Administration in Australia, Health Canada’s Office of Controlled Substances in Canada, the NewZealand Medicines and Medical Device Safety Authority in New Zealand and from other regulatory agencies in othercountries where we develop, manufacture or commercialize ZYN002 or ZYN001 in the future. We plan to submit NDAs forZYN002 and ZYN001 to the FDA upon completion of all requisite clinical trials and will require additional DEA approvalsat such time as well. Product shipment delays could have a material adverse effect on our business, results of operations and financialcondition. The shipment, import and export of ZYN002 and ZYN001 and the API used to manufacture ZYN002 and ZYN001 willrequire import and export licenses. In the United States, the FDA, U.S. Customs and Border Protection, and the DEA; inCanada, the Canada Border Services Agency, Health Canada; in Europe, the EMA and the European Commission; inAustralia and New Zealand, where we are currently conducting clinical trials, the Australian Customs and Board ProtectionService the Therapeutic Goods Administration, the New Zealand Medicines and Medical Device Safety Authority and theNew Zealand Customs Service; and in other countries, similar regulatory authorities, regulate the import and export ofpharmaceutical products that contain controlled substances. Specifically, the import and export process requires the issuanceof import and export licenses by the relevant controlled substance authority in both the importing and exporting country. Wemay not be granted, or if granted, maintain, such licenses from the authorities in certain countries. Even if we obtain therelevant licenses, shipments of API and our product candidates may be held up in transit, which could cause significantdelays and may lead to product batches being stored outside required temperature ranges. Inappropriate storage may damagethe product shipment resulting in delays in clinical trials or, upon commercialization, a partial or total loss of revenue fromone or more shipments of API or ZYN002 or ZYN001. A delay in a clinical trial or, upon commercialization, a partial or totalloss of revenue from one or more shipments of API or ZYN002 or ZYN001 could have a material adverse effect on ourbusiness, results of operations and financial condition. Failure to obtain regulatory approval in jurisdictions outside the United States and the European Union would prevent ourproduct candidates from being marketed in those jurisdictions. In order to market and sell our products in jurisdictions other than the United States and the European Union, we must obtainseparate marketing approvals and comply with numerous and varying regulatory requirements. The regulatory approvalprocess outside the United States and the European Union generally includes all of the risks associated with obtaining FDAapproval or the approval from the European Commission, but can involve additional testing. We may need to partner withthird parties in order to obtain approvals outside the United States and the European Union. In addition, in many countriesworldwide, it is required that the product be approved for reimbursement before the product can be approved for sale in thatcountry. We may not obtain approvals from regulatory authorities outside the United States and the European Union on atimely basis, if at all. Even if we were to receive approval in the United States or the European Union, approval by the FDA orthe European Commission does not ensure approval by regulatory authorities in other countries or jurisdictions. Similarly,approval by one regulatory authority outside the United States and the European Union would not ensure approval byregulatory authorities in other countries or jurisdictions or by the FDA or the European Commission. We may not be able tofile for marketing approvals and may not receive necessary approvals to commercialize our products in any market. If we areunable to obtain approval of our product candidates by regulatory authorities in other foreign jurisdictions, the commercialprospects of those product candidates may be significantly diminished and our business prospects could decline. 49 Table of Contents Healthcare legislation, including potentially unfavorable pricing regulations or other healthcare reform initiatives, mayincrease the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates. In the United States there have been a number of legislative and regulatory changes and proposed changes regarding thehealthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulatepost‑approval activities or affect our ability to profitably sell any product candidates for which we obtain marketingapproval. The Affordable Care Act, among other things, imposes a significant annual fee on companies that manufacture or importbranded prescription drug products. It also contains substantial provisions intended to broaden access to health insurance,reduce or constrain the growth of healthcare spending, enhance remedies against healthcare fraud and abuse, add newtransparency requirements for the healthcare and health insurance industries, impose new taxes and fees on pharmaceuticaland medical device manufacturers, and impose additional health policy reforms, any of which could negatively impact ourbusiness. The Affordable Care Act also closes the Medicare coverage gap for drugs, also known as the donut hole, byrequiring pharmaceutical manufacturers to pay a higher percentage of drug costs for Medicare patients while they are in thecoverage gap. These payments were scheduled to increase each year up to 2020, when the amount beneficiaries would beexpected to pay for prescriptions while they were in the gap was reduced to 25 percent of the cost. The two year budget dealsigned into law in February 2018 by President Trump accelerated the closure by one year. Rather than accelerating theplanned increase in insurers’ liability, the legislation instead increases the required manufacturer discount from 50 percent to70 percent indefinitely. In addition, other legislative changes have been proposed and adopted since passage of the Affordable Care Act. The BudgetControl Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend toCongress proposals in spending reductions. The Joint Select Committee did not achieve a targeted deficit reduction of anamount greater than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s automatic reduction toseveral government programs. This included aggregate reductions to Medicare payments to healthcare providers of up to2.0% per fiscal year, which went into effect in April 2013. Subsequent legislation extended the 2% reduction, on average, to2025. We expect that the Affordable Care Act, as well as other healthcare reform measures that have been and may be adopted inthe future, may result in more rigorous coverage criteria, new payment methodologies and in additional downward pressureon the price that we receive for any approved product, and could seriously harm our future revenue. Any reduction inreimbursement from Medicare or other government programs may result in a similar reduction in payments from privatepayors. The implementation of cost containment measures or other healthcare reforms may compromise our ability togenerate revenue, attain profitability or commercialize our products. Finally, there have been significant ongoing efforts tomodify or eliminate the Affordable Care Act. For example, the Tax Cuts and Jobs Act enacted on December 22, 2017,repealed the shared responsibility payment for individuals who fail to maintain minimum essential coverage under section5000A of the Internal Revenue Code, commonly referred to as the individual mandate, beginning in 2019. The JointCommittee on Taxation estimates that the repeal will result in over 13 million fewer Americans maintaining their healthinsurance coverage over the next ten years and is likely to lead to increases in insurance premiums. Further legislativechanges to and regulatory changes under the Affordable Care Act remain possible. It is unknown what form any such changesor any law proposed to replace the Affordable Care Act would take, and how or whether it may affect our business in thefuture. Increased scrutiny on drug pricing or changes in pricing regulations could restrict the amount that we are able to chargefor our product candidates, which could adversely affect our revenue and results of operations. Drug pricing by pharmaceutical companies is currently under increased scrutiny and is expected to continue to be the subjectof intense political and public debate in the United States. Specifically, there have been several recent U.S. Congressionalinquiries and hearings with respect to pharmaceutical drug pricing practices, including in connection with the investigationof specific price increase by several pharmaceutical companies. Additionally, several states have recently passed lawsdesigned to, among other things, bring more transparency to drug pricing, and other states may50 Table of Contents pursue similar initiatives in the future. We cannot predict the extent to which our business may be affected by these or otherpotential future legislative or regulatory developments. However, increased scrutiny on drug pricing, negative publicityrelated to the pricing of pharmaceutical drugs generally, or changes in pricing regulations could restrict the amount that weare able to charge for our product candidates, which could have a material adverse effect on our revenue and results ofoperations. We have been granted orphan drug status by the FDA for the use of CBD for the treatment of FXS, but we may be unable tomaintain the benefits associated orphan drug status, including market exclusivity, which may cause our revenue, if any, tobe reduced. Regulatory authorities in some jurisdictions, including the United States and European Union, may designate drugs forrelatively small patient populations as orphan drugs. The FDA may grant orphan drug designation to drugs intended to treata rare disease or condition that affects fewer than 200,000 individuals annually in the United States, or, if the disease orcondition affects more than 200,000 individuals annually in the United States, if there is no reasonable expectation that thecost of developing and making the drug would be recovered from sales in the United States. In the European Union, theEMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote the development of productsthat are intended for the diagnosis, prevention or treatment of life‑threatening or chronically debilitating conditions affectingnot more than five in 10,000 persons in the European Union. Additionally, designation is granted for products intended forthe diagnosis, prevention or treatment of a life‑threatening, seriously debilitating or serious and chronic condition and when,without incentives, it is unlikely that sales of the drug in the European Union would be sufficient to justify the necessaryinvestment in developing the drug. In the United States, orphan drug designation entitles a party to financial incentives, such as opportunities for grant fundingtowards clinical trial costs, tax credits for certain research and user fee waivers under certain circumstances. In addition, if aproduct receives the first FDA approval for the drug and indication for which it has orphan drug designation, the product isentitled to seven years of market exclusivity, which means the FDA may not approve any other application for the same drugfor the same indication for a period of seven years, except in limited circumstances, such as a showing of clinical superiorityover the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent the FDA from approving a differentdrug for the same disease or condition, or the same drug for a different disease or condition. In the European Union, orphandrug designation also entitles a party to financial incentives such as reduction of fees or fee waivers and ten years of marketexclusivity following drug approval. This period may be reduced to six years if the orphan drug designation criteria are nolonger met, including where it is shown that the product is sufficiently profitable so that market exclusivity is no longerjustified. As a result, even though we have received orphan drug exclusivity for CBD for the treatment of FXS in the United States, theFDA can still approve other drugs that have a different active ingredient for use in treating the same indication. If ZYN002receives orphan drug exclusivity in the European Union, the European Commission could also, in defined circumstances,approve a competing product. Furthermore, the FDA can waive orphan drug exclusivity if we are unable to manufacturesufficient supply of ZYN002 or if the FDA finds that a subsequent applicant for FXS demonstrates clinical superiority toZYN002. In addition, the European Commission could reduce the term of exclusivity if ZYN002 is sufficiently profitable. We have received orphan drug designation for the use of CBD in FXS from the FDA and may seek orphan drug designationin the future in FXS with the EMA and for ZYN002 in DEE with the FDA and EMA, but exclusive marketing rights in theUnited States may be limited if we seek approval for an indication broader than the orphan designated indication and may belost if the FDA or EMA later determines that the request for designation was materially defective or if the manufacturer isunable to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition. Inaddition, in August 2017, President Trump signed into law the Food & Drug Administration Reauthorization Act. Thislegislation imposes significant new requirements for clinical trial sponsors which will affect, among other things, obtainingorphan drug designation, and the development of drugs for pediatric use. While we have obtained orphan drug status by theFDA for the use of CBD for the treatment of FXS, this legislation may result in new regulations which might materiallyimpact our business. 51 Table of Contents Even if we are able to commercialize ZYN002 or ZYN001, the products may not receive coverage and adequatereimbursement from third‑party payors, which could harm our business. The availability of reimbursement by governmental and private payors is essential for most patients to be able to affordexpensive treatments. Sales of our product candidates, if approved, will depend substantially on the extent to which the costsof these product candidates will be paid by health maintenance, managed care, pharmacy benefit and similar healthcaremanagement organizations, or reimbursed by government health administration authorities, private health coverage insurersand other third‑party payors. If reimbursement is not available, or is available only to limited levels, we may not be able tosuccessfully commercialize ZYN002 or ZYN001. Even if coverage is provided, the approved reimbursement amount may notbe high enough to allow us to establish or maintain pricing sufficient to realize a sufficient return on our investment. In the United States, the Medicare Modernization Act, established the Medicare Part D program and provided authority forlimiting the number of drugs that will be covered in any therapeutic class thereunder. The Medicare Modernization Act,including its cost reduction initiatives, could decrease the coverage available for any of our approved products. Furthermore,private payors often follow Medicare in setting their own coverage policies. Therefore, any reduction in coverage that resultsfrom the Medicare Modernization Act may result in a similar reduction from private payors. There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In theUnited States, the principal decisions about reimbursement for new medicines are typically made by the Centers forMedicare & Medicaid Services, or CMS, an agency within HHS, as CMS decides whether and to what extent a new medicinewill be covered and reimbursed under Medicare. Private payors tend to follow CMS to a substantial degree. The intended use of a drug product by a physician can also affect pricing. For example, CMS could initiate a NationalCoverage Determination administrative procedure, by which the agency determines which uses of a therapeutic productwould and would not be reimbursable under Medicare. This determination process can be lengthy, thereby creating a longperiod during which the future reimbursement for a particular product may be uncertain. Outside the United States, particularly in EU Member States, the pricing of prescription drugs is subject to governmentalcontrol. In these countries, pricing negotiations or the successful completion of HTA procedures with governmentalauthorities can take considerable time after receipt of marketing authorization for a product. In addition, there can beconsiderable pressure by governments and other stakeholders on prices and reimbursement levels, including as part of costcontainment measures. Certain countries allow companies to fix their own prices for medicines, but monitor and controlcompany profits. Political, economic and regulatory developments may further complicate pricing negotiations, and pricingnegotiations may continue after reimbursement has been obtained. Reference pricing used by various EU Member States andparallel distribution, or arbitrage between low‑priced and high‑priced EU member states, can further reduce prices. In somecountries, we or our collaborators may be required to conduct a clinical trial or other studies that compare thecost‑effectiveness of our product candidates to other available therapies in order to obtain or maintain reimbursement orpricing approval. Publication of discounts by third‑party payors or authorities may lead to further pressure on the prices orreimbursement levels within the country of publication and other countries. If reimbursement of any product candidateapproved for marketing is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, our business,financial condition, results of operations or prospects could be adversely affected. Our relationships with customers and third‑party payors will be subject to applicable anti‑kickback, fraud and abuse andother healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages,reputational harm and diminished profits and future earnings. Healthcare providers, physicians and third‑party payors play a primary role in the recommendation and prescription of anyproduct candidates for which we obtain marketing approval. Our future arrangements with third‑party payors and customersmay expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain thebusiness or financial arrangements and relationships through which we market, sell and distribute our products for which weobtain marketing approval. As a pharmaceutical company, even though we do not and will not control referrals of healthcareservices or bill directly to Medicare, Medicaid or other third‑party payors, certain federal52 Table of Contents and state healthcare laws and regulations pertaining to fraud and abuse and patients’ rights are and will be applicable to ourbusiness. Restrictions under applicable federal and state healthcare laws and regulations that may affect our ability to operateinclude the following: ·the U.S. federal healthcare Anti‑Kickback Statute impacts our marketing practices, educational programs,pricing policies and relationships with healthcare providers or other entities, by prohibiting, among otherthings, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directlyor indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or thepurchase, order or recommendation of, any good or service, for which payment may be made under a federalhealthcare program such as Medicare and Medicaid; ·federal civil and criminal false claims laws and civil monetary penalty laws impose criminal and civil penalties,including through civil whistleblower or qui tam actions, against individuals or entities for, among other things,knowingly presenting, or causing to be presented, false or fraudulent claims for payment of government funds(including through reimbursement by Medicare or Medicaid or other federal health care programs), which hasbeen applied to impermissible promotion of pharmaceutical products for off‑label uses, or making a falsestatement or record to avoid, decrease or conceal an obligation to pay money to the federal government; ·HIPAA, as amended by HITECH, among other things, imposes criminal and civil liability for executing ascheme to defraud any healthcare benefit program and also prohibits knowingly and willfully falsifying,concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement orrepresentation, or making or using any false writing or document knowing the same to contain any materiallyfalse, fictitious or fraudulent statement or entry in connection with the delivery of or payment for healthcarebenefits, items or services; ·HIPAA, as amended by HITECH, among other things, also imposes obligations, including mandatorycontractual terms, with respect to safeguarding the privacy, security and transmission of individuallyidentifiable health information, and imposes notification obligations in the event of a breach of the privacy orsecurity individually identifiable health information; ·the federal Physician Payment Sunshine Act, being implemented as the Open Payments Program, requiresapplicable manufacturers of covered drugs, devices, biologics and medical supplies to report annually to HHSinformation related to payments and other transfers of value to physicians and teaching hospitals, andownership and investment interests held by physicians and their immediate family members; ·numerous federal and state laws and regulations that address privacy and data security, including state databreach notification laws, state health information privacy laws, and federal and state consumer protection laws(e.g., Section 5 of the FTC Act), govern the collection, use, disclosure and protection of health-related and otherpersonal information; ·analogous state laws and regulations, such as state anti‑kickback laws, false claims laws and privacy andsecurity of health information laws, may apply to sales or marketing arrangements, claims involving healthcareitems or services reimbursed by non‑governmental third‑party payors, including private insurers, or healthinformation; and ·certain state laws require pharmaceutical companies to adopt codes of conduct consistent with thepharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgatedby the federal government; restrict certain marketing-related activities including the provision of gifts, meals, orother items to certain health care providers; and/or require drug manufacturers to report information related topayments and other transfers of value to physicians and certain other healthcare providers or marketingexpenditures. 53 Table of Contents Comparable laws and regulations exist in the countries within the European Economic Area, or EEA. Although such laws arepartially based upon European Union law, they may vary from country to country. Healthcare specific, as well as generalEuropean Union and national laws, regulations and industry codes constrain, for example, our interactions with governmentofficials and healthcare professionals, and the collection and processing of personal health data. Non‑compliance with any ofthese laws or regulations could lead to criminal or civil liability. Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws andregulations will involve substantial costs. It is possible that governmental authorities will conclude that our businesspractices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse orother healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any othergovernmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties,damages, fines, imprisonment, exclusion from government funded healthcare programs, such as Medicare and Medicaid, andthe curtailment or restructuring of our operations. If any physicians or other healthcare providers or entities with whom weexpect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil oradministrative sanctions, including exclusions from government funded healthcare programs. Also, the U.S. Foreign Corrupt Practices Act and similar worldwide anti‑bribery laws generally prohibit companies and theirintermediaries from making improper payments to non‑U.S. officials for the purpose of obtaining or retaining business. Ourinternal control policies and procedures may not protect us from reckless or negligent acts committed by our employees,future distributors, licensees or agents. Violations of these laws, or allegations of such violations, could result in fines,penalties or prosecution and have a negative impact on our business, results of operations and reputation. Recent federal legislation and actions by state and local governments may permit reimportation of drugs from foreigncountries into the United States, including foreign countries where the drugs are sold at lower prices than in the UnitedStates, which could materially adversely affect our business and financial condition. We may face competition for ZYN002 and ZYN001, if approved, from cheaper cannabinoid therapies sourced from foreigncountries that have placed price controls on pharmaceutical products. The Medicare Modernization Act contains provisionsthat may change U.S. importation laws and expand pharmacists' and wholesalers' ability to import cheaper versions of anapproved drug and competing products from Canada, where there are government price controls. These changes to U.S.importation laws will not take effect unless and until the Secretary of Health and Human Services certifies that the changeswill pose no additional risk to the public's health and safety and will result in a significant reduction in the cost of productsto consumers. The Secretary of Health and Human Services has so far declined to approve a reimportation plan. Proponents ofdrug reimportation, including certain state legislatures, may attempt to pass legislation that would directly allowreimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, coulddecrease the price we receive for any products that we may develop, including ZYN002 and ZYN001, and adversely affectour future revenues and prospects for profitability. Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standardsand requirements, which could subject us to significant liability and harm our reputation. We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentionalfailures to comply with DEA, FDA or EMA regulations or similar regulations of other foreign regulatory authorities or toprovide accurate information to the DEA, FDA, EMA or other foreign regulatory authorities. In addition, misconduct byemployees could include intentional failures to comply with certain manufacturing standards, to comply with U.S. federaland state healthcare fraud and abuse laws and regulations and similar laws and regulations established and enforced bycomparable foreign regulatory authorities, to report financial information or data accurately or to disclose unauthorizedactivities to us. Employee misconduct could also involve the improper use of information obtained in the course of clinicaltrials, which could result in regulatory sanctions and serious harm to our reputation. We have implemented, and will enforce,a Code of Business Conduct and Ethics, but it is not always possible to identify and deter employee misconduct, and theprecautions we take to detect and prevent this activity, such as employee training on enforcement of the Code of BusinessConduct and Ethics, may not be effective in controlling unknown or unmanaged risks or losses or in protecting us fromgovernmental investigations or other actions or lawsuits stemming from a failure54 Table of Contents to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful indefending ourselves or asserting our rights, those actions could have a significant impact on our business and results ofoperations, including the imposition of significant fines or other sanctions. If we are unable to develop sales, marketing and distribution capabilities or enter into agreements with third parties toperform these functions on acceptable terms, we may be unable to generate revenue. We do not currently have any sales, marketing or distribution capabilities. If ZYN002 or ZYN001 is approved, we will needto develop internal sales, marketing and distribution capabilities to commercialize such products, which would be expensiveand time‑consuming, or enter into collaborations with third parties to perform these services. If we decide to market ourproducts directly, we will need to commit significant financial and managerial resources to develop a marketing and salesforce with technical expertise and supporting distribution, administration and compliance capabilities. If we rely on thirdparties with such capabilities to market our products or decide to co‑promote products with collaborators, we will need toestablish and maintain marketing and distribution arrangements with third parties, and there can be no assurance that we willbe able to enter into such arrangements on acceptable terms or at all. In entering into third‑party marketing or distributionarrangements, any revenue we receive will depend upon the efforts of the third parties and there can be no assurance that suchthird parties will establish adequate sales and distribution capabilities or be successful in gaining market acceptance of anyapproved product. If we are not successful in commercializing any product approved in the future, either on our own orthrough third parties, our business, financial condition and results of operations could be materially adversely affected. Our product candidates, if approved, may be unable to achieve broad market acceptance and, consequently, limit ourability to generate revenue from new products. Even when product development is successful and regulatory approval has been obtained, our ability to generate significantrevenue depends on the acceptance of our products by physicians and patients. The market acceptance of any productdepends on a number of factors, including but not limited to awareness of a product’s availability and benefits, the indicationstatement and warnings approved by regulatory authorities in the product label, continued demonstration of efficacy andsafety in commercial use, perceptions by members of the health care community, including physicians, about the safety andeffectiveness of our drugs, physicians’ willingness to prescribe the product, reimbursement from third‑party payors such asgovernment healthcare systems and insurance companies, the price of the product, pharmacological benefit and cost-effectiveness of our products relative to competing products; the nature of any post‑approval risk management plansmandated by regulatory authorities, competition, and the effectiveness of marketing and distribution efforts. Any factorspreventing or limiting the market acceptance of our product candidates could have a material adverse effect on our business,results of operations and financial condition. If we receive regulatory approvals, we intend to market ZYN002 and ZYN001 in multiple jurisdictions where we havelimited or no operating experience and may be subject to increased business and economic risks that could affect ourfinancial results. If we receive regulatory approvals, we plan to market ZYN002 and ZYN001 in jurisdictions where we have limited or noexperience in marketing, developing and distributing our products. Certain markets have substantial legal and regulatorycomplexities that we may not have experience navigating. We are subject to a variety of risks inherent in doing businessinternationally, including risks related to the legal and regulatory environment in non‑U.S. jurisdictions, including withrespect to privacy and data security, trade control laws and unexpected changes in laws, regulatory requirements andenforcement, as well as risks related to fluctuations in currency exchange rates and political, social and economic instabilityin foreign countries. If we are unable to manage our international operations successfully, our financial results could beadversely affected. In addition, controlled substance legislation may differ in other jurisdictions and could restrict our ability to market ourproducts internationally. Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governsinternational trade and domestic control of narcotic substances, including Cannabis extracts. Countries may interpret andimplement their treaty obligations in a way that creates a legal obstacle to us obtaining marketing approval for ZYN00255 Table of Contents or ZYN001 in those countries. These countries may not be willing or able to amend or otherwise modify their laws andregulations to permit ZYN002 or ZYN001 to be marketed, or achieving such amendments to the laws and regulations maytake a prolonged period of time. We would be unable to market ZYN002 or ZYN001 in countries with such obstacles in thenear future or perhaps at all without modification to laws and regulations. ZYN002 and ZYN001 contain controlled substances, the use of which may generate public controversy. Since our product candidates contain controlled substances, their regulatory approval may generate public controversy.Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for, ourproduct candidates. These pressures could also limit or restrict the introduction and marketing of our product candidates.Adverse publicity from Cannabis misuse or adverse side effects from Cannabis or other cannabinoid products may adverselyaffect the commercial success or market penetration achievable by our product candidates. The nature of our business attractsa high level of public and media interest, and in the event of any resultant adverse publicity, our reputation may be harmed. Any inability to attract and retain qualified key management and technical personnel would impair our ability toimplement our business plan. Our success largely depends on the continued service of key management and other specialized personnel. The loss of one ormore members of our senior management team or other key employees could delay our research and development programsand materially harm our business, financial condition, results of operations and prospects. The relationships that our team hascultivated within the life sciences industry makes us particularly dependent upon their continued employment with us.Because our management team is not obligated to provide us with continued service, they could terminate their employmentor services with us at any time without penalty, subject to providing any required advance notice. We do not maintain keyperson life insurance policies for any members of our management team. Our future success and growth will depend in largepart on our continued ability to attract and retain other highly qualified scientific, technical and management personnel, aswell as personnel with expertise in clinical testing, manufacturing, governmental regulation and commercialization. We facecompetition for personnel from other companies, universities, public and private research institutions, government entitiesand other organizations. We face substantial competition, which may result in others discovering, developing or commercializing products before ormore successfully than we do. The development and commercialization of drugs is highly competitive. We compete with a variety of multinationalpharmaceutical companies and specialized biotechnology companies, as well as products and processes being developed atuniversities and other research institutions. Our competitors have developed, are developing or will develop productcandidates and processes competitive with our product candidates. Competitive therapeutic treatments include those thathave already been approved and accepted by the medical community and any new treatments that may enter the market. Webelieve that a significant number of products are currently available, under development, and may become commerciallyavailable in the future, for the treatment of indications for which we may try to develop product candidates. If either of ourproduct candidates, ZYN002 or ZYN001, is approved for the indications we are currently pursuing, it will compete with arange of therapeutic treatments that are either in development or currently marketed. We are aware of multiple companies that are working in the Cannabis therapeutic area, including pharmaceutical companiessuch as GW, which markets Sativex, a botanical cannabinoid oral mucosal for the treatment of spasticity due to multiplesclerosis and which is also in development in neuropathic pain in several foreign countries and is seeking FDA approval inthe United States, and is developing Epidiolex, a liquid formulation of highly purified CBD extract, as a treatment for DS,LGS and other various childhood epilepsy syndromes; Insys, which is seeking FDA approval for an orally‑administeredliquid formulation of its synthetic CBD compound as a treatment for childhood absence epilepsy, infantile spasms andPrader-Willi syndrome; and Therapix Biosciences which is developing a dronabinol based product for Tourette Syndrome,along with several other companies in early stage discovery, preclinical and clinical development utilizing CBD, THCand/or other cannabinoids. 56 Table of Contents More established companies may have a competitive advantage over us due to their greater size, cash flows and institutionalexperience. Compared to us, many of our competitors may have significantly greater financial, technical and humanresources. As a result of these factors, our competitors may have an advantage in marketing their approved products and mayobtain regulatory approval of their product candidates before we are able to, which may limit our ability to develop orcommercialize our product candidates. Our competitors may also develop drugs that are safer, more effective, more widelyused and less expensive than ours, and may also be more successful than us in manufacturing and marketing their products.These advantages could materially impact our ability to develop and, if approved, commercialize ZYN002 or ZYN001successfully. Our product candidates may compete with non‑synthetic cannabinoid drugs, including therapies such as GW’s Sativex orEpidiolex. Our product candidates may also compete with medical and recreational marijuana, in markets where therecreational and/or medical use of marijuana is legal. There is support in the United States for further legalization ofmarijuana. In markets where recreational and/or medical marijuana is not legal, our product candidates may compete withmarijuana purchased in the illegal drug market. We cannot assess the extent to which patients may utilize marijuana obtainedillegally for the treatment of the indications for which we are developing ZYN002 and ZYN001. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources beingconcentrated among a smaller number of our competitors. Smaller and other early‑stage companies may also prove to besignificant competitors, particularly through collaborative arrangements with large and established companies. Thesecompanies compete with us in recruiting and retaining qualified scientific, management and commercial personnel,establishing clinical trial sites and subject registration for clinical trials, as well as in acquiring technologies complementaryto, or necessary for, our programs. Product liability lawsuits against us could cause us to incur substantial liabilities. Our use of ZYN002 and ZYN001 in clinical trials and the sale of ZYN002 and ZYN001, if approved, exposes us to the risk ofproduct liability claims. Product liability claims might be brought against us by patients, healthcare providers or othersselling or otherwise coming into contact with ZYN002 or ZYN001. For example, we may be sued if any product we developallegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Anysuch product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn ofdangers inherent in the product, including as a result of interactions with alcohol or other drugs, negligence, strict liability,and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we become subject toproduct liability claims and cannot successfully defend ourselves against them, we could incur substantial liabilities. Inaddition, regardless of merit or eventual outcome, product liability claims may result in, among other things: ·withdrawal of patients from our clinical trials; ·substantial monetary awards to patients or other claimants; ·decreased demand for ZYN002 or ZYN001 following marketing approval, if obtained; ·damage to our reputation and exposure to adverse publicity; ·increased FDA warnings on product labels or increased warnings imposed by the European Commission; ·litigation costs; ·distraction of management’s attention from our primary business; ·loss of revenue; and ·the inability to successfully commercialize ZYN002 or ZYN001, if approved.57 Table of Contents Our current product liability insurance coverage may not be sufficient to reimburse us for any expenses or losses we maysuffer. Moreover, insurance coverage is becoming increasingly expensive and, in the future, we may not be able to maintaininsurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If we obtainmarketing approval for our product candidates, we intend to expand our insurance coverage to include the sale ofcommercial products; however, we may be unable to obtain product liability insurance on commercially reasonable terms orin adequate amounts. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated sideeffects. The cost of any product liability litigation or other proceedings, even if resolved in our favor, could be substantial,particularly in light of the size of our business and financial resources. A product liability claim or series of claims broughtagainst us could cause our share price to decline and, if we are unsuccessful in defending such a claim or claims and theresulting judgments exceed our insurance coverage, our financial condition, results of operations, business and prospectscould be materially adversely affected. Failure to protect our information technology infrastructure against cyber-based attacks, network security breaches,service interruptions, or data corruption could significantly disrupt our operations and adversely affect our business andoperating results. We rely on information technology, telephone networks and systems, including the internet, to process and transmit sensitiveelectronic information and to manage or support a variety of business processes and activities. We use enterprise informationtechnology systems to record, process, and summarize financial information and results of operations for internal reportingpurposes and to comply with regulatory, financial reporting, legal, and tax requirements. Despite the implementation ofsecurity measures, our information technology systems, and those of our third-party contractors and consultants, arevulnerable to a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy or other significant disruption.Any such successful attacks could result in the theft of intellectual property or other misappropriation of assets, or otherwisecompromise our confidential or proprietary information and disrupt our operations. Cyber-attacks are becoming moresophisticated and frequent, and our systems could be the target of malware and other cyber-attacks. We have invested in oursystems and the protection of our data to reduce the risk of an intrusion or interruption, and we monitor our systems on anongoing basis for any current or potential threats. We can give no assurances that these measures and efforts will preventinterruptions or breakdowns. If we are unable to detect or prevent a security breach or cyber-attack or other disruption fromoccurring, then we could incur losses or damage to our data, or inappropriate disclosure of our confidential information orthat of others; and we could sustain damage to our reputation, suffer disruptions to our research and development and incurincreased operating costs including costs to mitigate any damage caused and protect against future damage, and be exposedto additional regulatory scrutiny or penalties and to civil litigation and possible financial liability. For instance, the loss ofpreclinical or clinical data could result in delays in our development and regulatory filing efforts and significantly increaseour costs. Our failure to comply with data protection laws and regulations could lead to government enforcement actions andsignificant penalties against us, and adversely impact our operating results. We are subject to U.S. data protection laws and regulations (i.e., laws and regulations that address privacy and data security)at both the federal and state levels. The legislative and regulatory landscape for data protection continues to evolve, and inrecent years there has been an increasing focus on privacy and data security issues. Numerous federal and state laws,including state data breach notification laws, state health information privacy laws, and federal and state consumerprotection laws, govern the collection, use, and disclosure of health-related and other personal information. In addition, wemay obtain health information from third parties (e.g., healthcare providers who prescribe our products) that are subject toprivacy and security requirements under HIPAA. EU Member States, Australia and other countries have also adopted data protection laws and regulations, which imposesignificant compliance obligations. For example, the collection and use of personal health data in the European Union isgoverned by the provisions of the EU Data Protection Directive, or the Directive. The Directive and the nationalimplementing legislation of the EU Member States impose strict obligations and restrictions on the ability to collect, analyzeand transfer personal data, including health data from clinical trials and adverse event reporting. In particular, theseobligations and restrictions concern the consent of the individuals to whom the personal data relates, the58 Table of Contents information provided to the individuals, notification of data processing obligations to the competent national dataprotection authorities and the security and confidentiality of the personal data. Data protection authorities from the differentEU Member States may interpret the Directive and national laws differently and impose additional requirements, which addto the complexity of processing personal data in the EU. In addition, the Privacy Act 1988 (Cth), and other laws in the statesand territories in Australia where we conduct certain of our clinical trials, apply similar restrictions on our ability to collect,analyze and transfer medical records and other patient data. Our failure to comply with these laws, or changes in the way in which these laws are implemented, could lead to governmentenforcement actions and significant penalties against us, and adversely impact our operating results. Risks Related to Our Dependence on Third Parties We rely on third parties to conduct our preclinical studies and clinical trials. If these third parties do not successfully carryout their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for orcommercialize our product candidates. We rely on CROs, clinical data management organizations and consultants to design, conduct, supervise and monitor ourpreclinical studies and clinical trials. We and our CROs are required to comply with various regulations, including GCP,which are enforced by regulatory agencies, including the FDA, and guidelines of the Competent Authorities of MemberStates of the EEA and comparable foreign regulatory authorities to ensure that the health, safety and rights of patients areprotected in clinical development and clinical trials, and that trial data integrity is assured. Regulatory authorities ensurecompliance with these requirements through periodic inspections of trial sponsors, principal investigators and trial sites. Ourreliance on third parties that we do not control does not relieve us of these responsibilities and requirements. If we or any ofour CROs fail to comply with applicable requirements, the clinical data generated in our clinical trials may be deemedunreliable and the FDA, the European Commission or other comparable foreign regulatory authorities may require us toperform additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection bya given regulatory authority, such regulatory authority will determine that any of our clinical trials comply with suchrequirements. In addition, our clinical trials must be conducted with products produced under cGMP requirements, whichmandate, among other things, the methods, facilities and controls used in manufacturing, processing and packaging of a drugproduct to ensure its safety and identity. Failure to comply with these regulations may require us to repeat preclinical studiesand clinical trials, which would delay the regulatory approval process. Our CROs are not our employees, and except for remedies available to us under our agreements with such CROs, we cannotcontrol whether or not they devote sufficient time and resources to our ongoing clinical and preclinical programs. If CROs donot successfully carry out their contractual duties or obligations or meet expected deadlines or if the quality or accuracy ofthe clinical data they obtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements orfor other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatoryapproval for or successfully commercialize our product candidates. As a result, our operations and the commercial prospectsfor our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed orreduced. In addition, operations of our CROs could be affected by earthquakes, power shortages, telecommunicationsfailures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other naturalor man‑made disasters or business interruptions. If their facilities are unable to operate because of an accident or incident,even for a short period of time, some or all of our research and development programs may be harmed or delayed and ouroperations and financial condition could suffer. Because we have relied on third parties, our internal capacity to perform these functions is limited. Outsourcing thesefunctions involves risk that third parties may not perform to our standards, may not produce results in a timely manner or mayfail to perform at all. In addition, the use of third‑party service providers requires us to disclose our proprietary information tothese parties, which could increase the risk that this information will be misappropriated. We currently have a small numberof employees, which limits the internal resources we have available to identify and monitor our third‑party providers. To theextent we are unable to identify and successfully manage the performance of third‑party service providers in the future, ourbusiness may be adversely affected. Though we carefully manage our relationships59 Table of Contents with our CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that thesedelays or challenges will not have a material adverse impact on our business, financial condition and prospects. We rely on third‑party manufacturers and suppliers to produce preclinical and clinical supplies, and intend to rely onthird-party manufacturers for commercial supplies, of APIs and final dosage forms for ZYN002 and ZYN001, if approved. We rely on third parties to supply the materials for, and manufacture, our research and development, and preclinical andclinical trial APIs. We do not own manufacturing facilities or supply sources for such components and materials. There can beno assurance that our supply of research and development, preclinical and clinical development drugs and other materialswill not be limited, interrupted, restricted in certain geographic regions or of satisfactory quality or continue to be availableat acceptable prices. In particular, any replacement of our API manufacturer could require significant effort and expertisebecause there may be a limited number of qualified manufacturers. The manufacturing process for our product candidates is subject to review by the FDA, EMA, DEA and other foreignregulatory authorities. Suppliers and manufacturers must meet applicable manufacturing requirements and undergo rigorousfacility and process validation tests required by regulatory authorities in order to comply with regulatory standards such ascGMP. In addition, our manufacturers must ensure consistency among batches, including preclinical, clinical and, ifapproved, marketing batches. Demonstrating such consistency may require typical manufacturing controls as well as clinicaldata. Our manufacturers must also ensure that our batches conform to complex release specifications. Further, manufacturersof controlled substances must obtain and maintain necessary DEA and state registrations and registrations with applicableforeign regulatory authorities, and must establish and maintain processes to ensure compliance with DEA and staterequirements and requirements of applicable foreign regulatory authorities governing, among other things, the storage,handling, security, recordkeeping and reporting for controlled substances. In the event that any of our suppliers ormanufacturers fails to comply with such requirements or to perform its obligations to us in relation to quality, timing orotherwise, or if our supply of components or other materials becomes limited or interrupted for other reasons, we may beforced to manufacture the materials ourselves, for which we currently do not have the capabilities or resources, or enter intoan agreement with another third party, which we may not be able to do on reasonable terms, if at all. In some cases, thetechnical skills or technology required to manufacture our product candidates may be unique or proprietary to the originalmanufacturer and we may have difficulty, or there may be contractual restrictions prohibiting us from, transferring such skillsor technology to another third party and a feasible alternative may not exist. These factors would increase our reliance onsuch manufacturer or require us to obtain a license from such manufacturer in order to have another third party manufactureour product candidates. If we are required to change manufacturers for any reason, we will be required to verify that the newmanufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations andguidelines. The delays associated with the verification of a new manufacturer could negatively affect our ability to developproduct candidates in a timely manner or within budget. We expect to continue to rely on third‑party manufacturers if we receive regulatory approval for any product candidate. Tothe extent that we have existing, or enter into future, manufacturing arrangements with third parties, we will depend on thesethird parties to perform their obligations in a timely manner consistent with contractual and regulatory requirements,including those related to quality control and assurance. If we are unable to obtain or maintain third‑party manufacturing forproduct candidates, or to do so on commercially reasonable terms, we may not be able to develop and commercialize ourproduct candidates successfully. Our or a third party’s failure to execute on our manufacturing requirements could adverselyaffect our business in a number of ways, including: ·an inability to initiate or continue preclinical studies or clinical trials of product candidates underdevelopment; ·delay in submitting regulatory applications, or receiving regulatory approvals, for product candidates; ·loss of the cooperation of a collaborator; 60 Table of Contents ·subjecting our product candidates to additional inspections by regulatory authorities; and ·in the event of approval to market and commercialize a product candidate, the withdrawal of such approvaland/or an inability to meet commercial demands for our products. In addition, our ability to obtain materials from these suppliers could be disrupted if the operations of these manufacturers areaffected by earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires,extreme weather conditions, medical epidemics and other natural or man‑made disasters or business interruptions. If theirfacilities are unable to operate because of an accident or incident, even for a short period of time, some or all of our researchand development programs may be harmed or delayed and our operations and financial condition could suffer. Ourthird‑party manufacturers also may use hazardous materials, including chemicals and compounds that could be dangerous tohuman health and safety or the environment, and their operations may also produce hazardous waste products. In the event ofcontamination or injury, our third‑party manufacturers could be held liable for damages or be penalized with fines in anamount exceeding their resources, which could result in our clinical trials or regulatory approvals being delayed orsuspended. If a collaborative partner terminates or fails to perform its obligations under an agreement with us, the commercializationof ZYN002 or ZYN001, if approved, could be delayed or terminated. We are not currently party to any collaborative arrangements for the commercialization of ZYN002 or ZYN001, if approved,or similar arrangements, although we may pursue such arrangements before any commercialization of ZYN002 or ZYN001, ifapproved. If we enter into future collaborative arrangements for the commercialization of any product candidate or similararrangements and any of our collaborative partners does not devote sufficient time and resources to a collaborationarrangement with us, we may not realize the potential commercial benefits of the arrangement, and our results of operationsmay be materially adversely affected. In addition, if any such future collaboration partner were to breach or terminate itsarrangements with us, the commercialization of any product candidate could be delayed, curtailed or terminated. Much of the potential revenue from future collaborations may consist of contingent payments, such as payments forachieving regulatory milestones or royalties payable on sales of drugs. The milestone and royalty revenue that we mayreceive under these collaborations will depend upon our collaborators’ ability to successfully develop, introduce, market andsell new products. In addition, collaborators may decide to enter into arrangements with third parties to commercializeproducts developed under collaborations using our technologies, which could reduce the milestone and royalty revenue thatwe may receive, if any. Future collaboration partners may fail to develop or effectively commercialize products using ourproducts or technologies, which could have a material adverse effect on our operating results and financial condition. Risks Related to Our Intellectual Property If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate for ourtechnology and product candidates, our competitive position could be harmed. Our commercial success will depend in large part on our ability to obtain and maintain patent and other intellectual propertyprotection in the U.S. and other countries with respect to our proprietary technology and products. We rely on trade secret,patent, copyright and trademark laws, and confidentiality and other agreements with employees and third parties, all ofwhich offer only limited protection. We seek to protect our proprietary position by filing and prosecuting patent applicationsin the United States and abroad related to our novel technologies and products that are important to our business. The patent positions of biotechnology and pharmaceutical companies generally are highly uncertain, involve complex legaland factual questions and have in recent years been the subject of much litigation. As a result, the issuance, scope, validity,enforceability and commercial value of our patents are highly uncertain. The steps we have taken to protect our proprietaryrights may not be adequate to preclude misappropriation of our proprietary information or infringement of61 Table of Contents our intellectual property rights, both inside and outside the United States. Our pending applications cannot be enforcedagainst third parties practicing the technology claimed in such applications unless and until a patent issues from suchapplications. Further, the examination process may require us to narrow the claims for our pending patent applications, whichmay limit the scope of patent protection that may be obtained if these applications issue. We do not know whether any of thepending patent applications for any of our product candidates will result in the issuance of patents that protect ourtechnology or products, or if any of our issued patents will effectively prevent others from commercializing competitivetechnologies and products. The rights already granted under any of our currently issued patents and those that may begranted under future issued patents may not provide us with the proprietary protection or competitive advantages we areseeking. If we are unable to obtain and maintain patent protection for our technology and products, or if the scope of thepatent protection obtained is not sufficient, our competitors could develop and commercialize technology and productssimilar or superior to ours, and our ability to successfully commercialize our technology and products may be adverselyaffected. It is also possible that we will fail to identify patentable aspects of inventions made in the course of ourdevelopment and commercialization activities before it is too late to obtain patent protection on them. Because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, our issued patentsmay be challenged in the courts or patent offices in the U.S. and abroad. Such challenges may result in the loss of patentprotection, the narrowing of claims in such patents or the invalidity or unenforceability of such patents, which could limitour ability to stop others from using or commercializing similar or identical technology and products, or limit the duration ofthe patent protection for our technology and products. Publications of discoveries in the scientific literature often lag behindthe actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until18 months after filing. Therefore, we cannot be certain that we were the first to make the inventions claimed in our ownedpatents or pending patent applications, or that we were the first to file for patent protection of such inventions. Protecting against the unauthorized use of our patented technology, trademarks and other intellectual property rights isexpensive, difficult and may in some cases not be possible. In some cases, it may be difficult or impossible to detectthird‑party infringement or misappropriation of our intellectual property rights, even in relation to issued patent claims, andproving any such infringement may be even more difficult. Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission,fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reducedor eliminated for non‑compliance with these requirements. The U.S. PTO and various foreign national or international patent agencies require compliance with a number of procedural,documentary, fee payment and other similar provisions during the patent application process. Periodic maintenance fees onany issued patent are due to be paid to the U.S. PTO and various foreign national or international patent agencies in severalstages over the lifetime of the patent. While an inadvertent lapse can in many cases be cured by payment of a late fee or byother means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonmentor lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.Non‑compliance events that could result in abandonment or lapse of patent rights include, but are not limited to, failure totimely file national and regional stage patent applications based on our international patent application, failure to respond toofficial actions within prescribed time limits, non‑payment of fees and failure to properly legalize and submit formaldocuments. If we fail to maintain the patents and patent applications covering our product candidates, our competitors mightbe able to enter the market, which would have a material adverse effect on our business. We may become subject to claims by third parties asserting that we or our employees have misappropriated theirintellectual property, or claiming ownership of what we regard as our own intellectual property. Our commercial success depends upon our ability to develop, manufacture, market and sell our product candidates, and touse our related proprietary technologies without violating the intellectual property rights of others. We may become party to,or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect62 Table of Contents to our product candidates, including interference or derivation proceedings before the U.S. PTO. Third parties may assertinfringement claims against us based on existing patents or patents that may be granted in the future. If we are found toinfringe a third party’s intellectual property rights, we could be required to obtain a license from such third party to continuecommercializing our product candidates. However, we may not be able to obtain any required license on commerciallyreasonable terms or at all. Under certain circumstances, we could be forced, including by court order, to ceasecommercializing the applicable product candidate. In addition, in any such proceeding or litigation, we could be foundliable for monetary damages. A finding of infringement could prevent us from commercializing our product candidates orforce us to cease some of our business operations, which could materially harm our business. Any claims by third parties thatwe have misappropriated their confidential information or trade secrets could have a similar negative impact on our business. While our preclinical studies and clinical trials are ongoing, we believe that the use of ZYN002 and ZYN001 in thesepreclinical studies and clinical trials falls within the scope of the exemptions provided by 35 U.S.C. Section 271(e) in theUnited States, which exempts from patent infringement liability activities reasonably related to the development andsubmission of information to the FDA, or the Clinical Development Exemption. As ZYN002 and ZYN001 progress towardcommercialization, the possibility of a patent infringement claim against us increases. We attempt to ensure that our productcandidates and the methods we employ to manufacture them, as well as the methods for their uses we intend to promote, donot infringe other parties’ patents and other proprietary rights. There can be no assurance they do not, however, andcompetitors or other parties may assert that we infringe their proprietary rights in any event. We are aware of two issued U.S. patents and corresponding foreign patents owned by a third party with claims that aredirected to a method of treating partial seizures and complex partial seizures by administering CBD to a patient where theCBD is present in an amount to provide a daily dose of at least 400mg. This patent could be construed to cover ZYN002 forour refractory epilepsy development program if the therapeutic dose for CBD contained in ZYN002 is determined to be at orabove 400mg. If ZYN002 is approved by the FDA for treatment of refractory epileptic focal seizures, if it has a label thatcontains dosing of ZYN002 with CBD at or above 400mg, such third party may then seek to enforce its patent by filing apatent infringement lawsuit against us. In such lawsuit, we may incur substantial expenses defending our rights tocommercialize ZYN002 for refractory epilepsy, and in connection with such lawsuit and under certain circumstances, it ispossible that we could be required to cease or delay the commercialization of ZYN002 for refractory epilepsy and/or berequired to pay monetary damages or other amounts, including royalties on the sales of ZYN002 for refractory epilepsy.Moreover, such lawsuit may also consume substantial time and resources of our management team and board of directors.The threat or consequences of such a lawsuit may also result in royalty and other monetary obligations, which may adverselyaffect our results of operations and financial condition. We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, timeconsuming and unsuccessful and have a material adverse effect on the success of our business. Competitors may infringe our patents or misappropriate or otherwise violate our intellectual property rights. To counterinfringement or unauthorized use, litigation may be necessary in the future to enforce or defend our intellectual propertyrights, to protect our trade secrets or to determine the validity and scope of our own intellectual property rights or theproprietary rights of others. Also, third parties may initiate legal proceedings against us to challenge the validity or scope ofintellectual property rights we own. These proceedings can be expensive and time consuming. Many of our current andpotential competitors have the ability to dedicate substantially greater resources to defend their intellectual property rightsthan we can. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon ormisappropriating our intellectual property. Litigation could result in substantial costs and diversion of managementresources, which could harm our business and financial results. In addition, in an infringement proceeding, a court maydecide that a patent owned by us is invalid or unenforceable, or may refuse to stop the other party from using the technologyat issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigationproceeding could put one or more of our patents at risk of being invalidated, held unenforceable or interpreted narrowly.Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation,there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.There could also be public announcements of the results of hearings, motions or other interim proceedings63 Table of Contents or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverseeffect on the price of shares of our common stock. If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of ourtechnology and products could be significantly diminished. We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection isappropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements withour current and former employees, consultants, outside scientific collaborators, sponsored researchers, contractmanufacturers, vendors and other advisors to protect our trade secrets and other proprietary information. These agreementsmay not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event ofunauthorized disclosure of confidential information. In addition, we cannot guarantee that we have executed theseagreements with each party that may have or have had access to our trade secrets. Any party with whom we or they haveexecuted such an agreement may breach that agreement and disclose our proprietary information, including our trade secrets,and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive andtime‑consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are lesswilling or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independentlydeveloped by a competitor, we would have no right to prevent them, or those to whom they disclose such trade secrets, fromusing that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independentlydeveloped by a competitor or other third‑party, our competitive position would be harmed. We may not be able to protect our intellectual property rights throughout the world. Filing, prosecuting and defending patents on all of our product candidates throughout the world would be prohibitivelyexpensive. Therefore, we have filed applications and/or obtained patents only in key markets such as the United States,Canada, Japan and Europe. Competitors may use our technologies in jurisdictions where we have not obtained patentprotection to develop their own products and, further, may be able to export otherwise infringing products to territories wherewe have patent protection but where enforcement is not as strong as that in the United States. These products may competewith our products in jurisdictions where we do not have any issued patents and our patent claims or other intellectualproperty rights may not be effective or sufficient to prevent them from so competing. Many companies have encountered significant problems in protecting and defending intellectual property rights in certainforeign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor theenforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which couldmake it difficult for us to stop the infringement of our patents or marketing of competing products in violation of ourproprietary rights generally. For example, an April 2016 report from the Office of the United States Trade Representativeidentified a number of countries, including India and China, where challenges to the procurement and enforcement of patentrights have been reported. Several countries, including India and China, have been listed in the report every year since 1989.As a result, proceedings to enforce our patent rights in certain foreign jurisdictions could result in substantial cost and divertour efforts and attention from other aspects of our business and could be unsuccessful. Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount oftime. Given the amount of time required for the development, testing and regulatory review of new product candidates, patentsprotecting such candidates might expire before or shortly after such candidates are commercialized. We expect to seekextensions of patent terms in the United States and, if available, in other countries where we are prosecuting patents. In theUnited States, the Drug Price Competition and Patent Term Restoration Act of 1984 permits a patent term extension of up tofive years beyond the normal expiration of the patent, which is limited to the approved indication (or any additionalindications approved during the period of extension). However, the applicable authorities, including the FDA64 Table of Contents and the U.S. PTO, and any equivalent regulatory authorities in other countries, may not agree with our assessment of whethersuch extensions are available, and may refuse to grant extensions to our patents, or may grant more limited extensions thanwe request. If this occurs, our competitors may be able to take advantage of our investment in development and clinical trialsby referencing our clinical and preclinical data and launch their product earlier than might otherwise be the case. Intellectual property rights do not necessarily address all potential threats to our competitive advantage. The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rightshave limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. Thefollowing examples are illustrative: ·others may be able to make compounds that are the same as or similar to our product candidates but that are notcovered by the claims of the patents that we own; ·we might not have been the first to make the inventions covered by the issued patents or pending patentapplications that we own; ·we might not have been the first to file patent applications covering certain of our inventions; ·others may independently develop similar or alternative technologies or duplicate any of our technologieswithout infringing our intellectual property rights; ·it is possible that our pending patent applications will not lead to issued patents; ·issued patents that we own may not provide us with any competitive advantages, or may be held invalid orunenforceable as a result of legal challenges; ·our competitors might conduct research and development activities in the United States and other countries thatprovide a safe harbor from patent infringement claims for certain research and development activities, as well asin countries where we do not have patent rights and then use the information learned from such activities todevelop competitive products for sale in our major commercial markets; ·we may not develop additional proprietary technologies that are patentable; and ·the patents of others may have an adverse effect on our business. Risks Related to Ownership of Our Common Stock The market price and trading volume of our stock may be volatile. The trading price of our common stock has been, and may continue to be, volatile and could be subject to wide fluctuationsin response to various factors, some of which are beyond our control. In addition, the trading volume of our common stockmay fluctuate and cause significant price variations to occur. In addition to the factors discussed in this “Risk Factors”section and elsewhere in this Report, these factors include: ·the success of competitive products; ·regulatory actions with respect to our product candidates or our competitors’ products and product candidates; ·actual or anticipated changes in our growth rate relative to our competitors; 65 Table of Contents ·announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures,collaborations or capital commitments; ·results of clinical trials of ZYN002, ZYN001 or product candidates of our competitors; ·regulatory or legal developments in the United States and other countries; ·developments or disputes concerning patent applications, issued patents or other proprietary rights; ·the recruitment or departure of key personnel; ·the level of expenses related to our preclinical and clinical development programs; ·the results of our efforts to in‑license or acquire additional product candidates or products; ·actual or anticipated changes in estimates as to financial results, development timelines or recommendations bysecurities analysts; ·variations in our financial results or those of companies that are perceived to be similar to us; ·fluctuations in the valuation of companies perceived by investors to be comparable to us; ·share price and volume fluctuations attributable to inconsistent trading volume levels of our common stock; ·announcement or expectation of additional financing efforts; ·sales of our common stock by us, our insiders or our other stockholders; ·changes in the structure of healthcare payment systems; ·market conditions in the pharmaceutical sector; and ·general economic, industry and market conditions. These broad market and industry factors may decrease the market price of our common stock, regardless of our actualoperating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations, including in recentmonths. In addition, in the past, following periods of volatility in the overall market and decreases in the market price of acompany’s securities, securities class action litigation has often been instituted against these companies. This litigation, ifinstituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Insiders have substantial influence over us and could delay or prevent a change in corporate control. Our executive officers, directors, and holders of 5.0% or more of our capital stock collectively beneficially ownapproximately 26% of our voting stock at March 8, 2018. This concentration of ownership could harm the market price ofour common stock by: ·delaying, deferring or preventing a change in control of our company; ·impeding a merger, consolidation, takeover or other business combination involving our company; or66 Table of Contents ·discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of ourcompany. The interests of this group of stockholders may not always coincide with the interests of our other stockholders and they mayact in a manner that advances their best interests and not necessarily those of other stockholders, including by seeking apremium value for their common stock, and might negatively affect the prevailing market price for our common stock. For as long as we are an “emerging growth company” we intend to take advantage of reduced disclosure and governancerequirements applicable to emerging growth companies, which could result in our common stock being less attractive toinvestors and could make it more difficult for us to raise capital as and when we need it. We are an “emerging growth company,” as defined in the JOBS Act, and we have taken advantage, and intend to continue totake advantage, of certain exemptions from various reporting requirements that are applicable to other public companies thatare not emerging growth companies including, but not limited to, not being required to comply with the auditor attestationrequirements of Section 404 of the Sarbanes‑Oxley Act of 2002, as amended, or the Sarbanes‑Oxley Act, reduced disclosureobligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from therequirements of holding a non‑binding advisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved. Investors may find our common stock less attractive because we rely on these exemptions, which could contribute to a lessactive trading market for our common stock or volatility in our stock price. In addition, we may be less attractive to investorsand it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare ourbusiness with other companies in our industry if they believe that our financial accounting is not as transparent as othercompanies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition andresults of operations may be materially and adversely affected. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which could beuntil December 31, 2020. See “Item 1. Business — Corporate Information — Implications of Being an Emerging GrowthCompany” above. If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able toaccurately report our financial condition, results of operations or cash flows, which may adversely affect investorconfidence in us and, as a result, the value of our common stock. The Sarbanes‑Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting anddisclosure controls and procedures. We are required, under Section 404 of the Sarbanes‑Oxley Act, to furnish a report bymanagement on, among other things, the effectiveness of our internal control over financial reporting. This assessmentincludes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results inmore than a reasonable possibility that a material misstatement of annual or interim financial statements will not beprevented or detected on a timely basis. Section 404 of the Sarbanes‑Oxley Act also generally requires an attestation from ourindependent registered public accounting firm on the effectiveness of our internal control over financial reporting. However,for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of theexemption permitting us not to comply with the independent registered public accounting firm attestation requirement. Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant managementefforts. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During theevaluation and testing process, if we identify one or more material weaknesses in our internal control over financialreporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you thatthere will not be material weaknesses or significant deficiencies in our internal control over67 Table of Contents financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit ourability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that ourinternal control over financial reporting is effective, or if our independent registered public accounting firm determines wehave a material weakness or significant deficiency in our internal control over financial reporting once that firm begins itsSection 404 reviews, we could lose investor confidence in the accuracy and completeness of our financial reports, the marketprice of our common stock could decline, and we could be subject to sanctions or investigations by the NASDAQ StockMarket, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control overfinancial reporting, or to implement or maintain other effective control systems required of public companies, could alsorestrict our future access to the capital markets. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us inreports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed,summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosurecontrols and procedures or internal controls and procedures, no matter how well conceived and operated, can provide onlyreasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision‑making can be faulty, and that breakdowns canoccur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherentlimitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not bedetected. We have incurred, and will continue to incur, increased costs as a result of operating as a public company, and ourmanagement has been required, and will continue to be required, to devote substantial time to new compliance initiatives. As a public company, we have incurred and are continuing to incur significant legal, accounting and other expenses that wedid not incur as a private company, and these expenses may increase even more after we are no longer an “emerging growthcompany.” We are subject to the reporting requirements of the Exchange Act, the Sarbanes‑Oxley Act, the Dodd‑Frank WallStreet Reform and Protection Act, as well as rules adopted, and to be adopted, by the SEC and NASDAQ Stock Market. Ourmanagement and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have substantially increased our legal and financial compliance costs and made someactivities more time‑consuming and costly. The increased costs have increased our net loss. These rules and regulations maymake it more difficult and more expensive for us to maintain sufficient directors and officers liability insurance coverage. Wecannot predict or estimate the amount or timing of additional costs we may continue to incur to respond to theserequirements. The ongoing impact of these requirements could also make it more difficult for us to attract and retain qualifiedpersons to serve on our board of directors, our board committees or as executive officers. Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capitalappreciation, if any, will be our stockholders’ sole source of gain. We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, ifany, to finance the growth and development of our business. In addition, the terms of any future debt agreements maypreclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be our stockholders’sole source of gain for the foreseeable future. 68 Table of Contents Future sales and issuances of our common stock or rights to purchase common stock pursuant to our equity incentive plancould result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall. We expect that significant additional capital will be needed in the future to continue our planned operations. To raisecapital, we may sell substantial amounts of common stock or securities convertible into or exchangeable for common stock,including under our current Open Market Sales Agreement with Jefferies LLC, or Jefferies. These future issuances of commonstock or common stock-related securities, together with the exercise of outstanding options and any additional shares issuedin connection with acquisitions, if any, may result in material dilution to our investors. Such sales may also result in materialdilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to those ofholders of our common stock. Pursuant to our equity incentive plan, our compensation committee is authorized to grant equity‑based incentive awards toour directors, executive officers and other employees and service providers. As of March 8, 2018, there were 1,300,168 sharesof our common stock available for future grant under our Amended and Restated 2014 Omnibus Incentive CompensationPlan, as amended, or 2014 Equity Plan. Future equity incentive grants and issuances of common stock under the 2014 EquityPlan may result in material dilution to our stockholders and may have an adverse effect on the market price of our commonstock. Some provisions of our charter documents and Delaware law may have anti‑takeover effects that could discourage anacquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by ourstockholders to replace or remove our current management. Provisions in our sixth amended and restated certificate of incorporation and amended and restated bylaws, as well asprovisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us,even if doing so would benefit our stockholders, or remove our current management. These include provisions that: ·permit our board of directors to issue up to 10 million shares of preferred stock, with any rights, preferences andprivileges as it may designate; ·provide that all vacancies on our board of directors, including as a result of newly created directorships, may,except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office,even if less than a quorum; ·require that any action to be taken by our stockholders must be effected at a duly called annual or specialmeeting of stockholders and not be taken by written consent; ·provide that stockholders seeking to present proposals before a meeting of stockholders or to nominatecandidates for election as directors at a meeting of stockholders must provide advance notice in writing, andalso specify requirements as to the form and content of a stockholder’s notice; ·require that the amendment of certain provisions of our certificate of incorporation and bylaws relating toanti‑takeover measures may only be approved by a vote of 66 2/3% of our outstanding capital stock; ·do not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of commonstock entitled to vote in any election of directors to elect all of the directors standing for election; and ·provide that special meetings of our stockholders may be called only by the board of directors or by such personor persons designated by a majority of the board of directors to call such meetings. These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management bymaking it more difficult for stockholders to replace members of our board of directors, who are69 Table of Contents responsible for appointing the members of our management. Because we are incorporated in Delaware, we are governed bythe provisions of Section 203 of the Delaware General Corporation Law, which may discourage, delay or prevent someonefrom acquiring us or merging with us whether or not it is desired by or beneficial to our stockholders. Under Delaware law, acorporation may not, in general, engage in a business combination with any holder of 15.0% or more of its capital stockunless the holder has held the stock for three years or, among other things, the board of directors has approved thetransaction. Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying ordeterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of ourcommon stock, and could also affect the price that some investors are willing to pay for our common stock. Our certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusiveforum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtaina favorable judicial forum for disputes with us or our directors, officers or employees. Our sixth amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware isthe exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciaryduty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our sixth amendedand restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that isgoverned by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim ina judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which maydiscourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find thechoice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, wemay incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect ourbusiness and financial condition. If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price andtrading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analystspublish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate orunfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverageof our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stockprice and trading volume to decline. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our company headquarters are located in Devon, Pennsylvania where we occupy 7,345 square feet of office space pursuant toa five‑year lease which expires on May 31, 2020. On February 9, 2018, we entered into a lease amendment for an additional3,532 square feet of office space which we plan to occupy in the second quarter of 2018. The lease amendment expires onMay 31, 2020. Item 3. Legal Proceedings We are not currently a party to any legal proceedings. Item 4. Mine Safety Disclosure None.70 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities Market Information Our common stock has been traded on the NASDAQ Global Market since August 5, 2015 under the symbol “ZYNE.” Thefollowing table sets forth the high and low sales price of our common stock, as reported by the NASDAQ Global Market, forthe period indicated: High Low2017 Fourth Quarter $15.14 $8.39Third Quarter $20.00 $5.42Second Quarter $25.95 $16.27First Quarter $23.75 $15.802016 Fourth Quarter $16.91 $10.56Third Quarter $14.44 $6.62Second Quarter $11.68 $6.02First Quarter $21.56 $4.64 Holders of Common Stock As of March 8, 2018, there were 35 holders of record of our common stock. Dividend Policy We have never declared or paid any cash dividends on our capital stock. We do not anticipate declaring or paying, in theforeseeable future, any cash dividends on our capital stock. We expect to continue to incur significant expenses andoperating losses for the foreseeable future. We intend to retain all available funds and any future earnings, to support ouroperations and finance the growth and development of our business. Any future determination related to our dividend policywill be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations,financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directorsmay deem relevant. Issuer Repurchases of Equity Securities None. Securities Authorized for Issuance Under Equity Compensation Plans Other information about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this AnnualReport on Form 10-K. Recent Sales of Unregistered Securities None. 71 Table of Contents Use of Proceeds Our IPO was effected through a Registration Statement on Form S-1 (File No. 333-205355) that was declared effective by theSEC on August 4, 2015, which registered an aggregate of 3,450,000 shares of our common stock. On August 10, 2015, wereceived net proceeds from the IPO of $42.1 million. As of December 31, 2017, we have used all $42.1 million of the net offering proceeds from our IPO to fund the developmentefforts of ZYN002 (including funding of our Phase 1 and Phase 2 clinical trials), development efforts of ZYN001, workingcapital, research and development and general corporate purposes. None of the net proceeds have been paid directly orindirectly to (i) our directors, officers or any of their associates; (ii) persons owning 10% or more of our common stock; or (iii)our affiliates, other than payments in the ordinary course of business to our wholly-owned subsidiary, to officers for salariesand bonuses and to non-employee directors as compensation for board service. Our use of net proceeds was consistent with the use and proceeds described in our prospectus filed with the SEC pursuant toRule 424(b)(4) on August 5, 2015. Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 ofthe Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under thatSection, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or theExchange Act. The following graph illustrates a comparison of the total cumulative stockholder return for our common stock since August5, 2015, which is the first trading day for our stock, to two indices: the NASDAQ Composite Index and the NASDAQBiotechnology Index. The graph assumes an initial investment of $100 on August 5, 2015, in our common stock, the stockscomprising the NASDAQ Composite Index, and the stocks comprising the NASDAQ Biotechnology Index. Historicalstockholder return is not necessarily indicative of the performance to be expected for any future periods. 72 Table of Contents Item 6. Selected Financial Data This section should be read together with our consolidated financial statements and accompanying notes and“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in thisReport. We derived the selected consolidated statements of operations data for the years ended December 31, 2017, 2016 and2015 and the selected consolidated balance sheet data as of December 31, 2017 and 2016 from our audited consolidatedfinancial statements and accompanying notes appearing elsewhere in this Annual Report on Form 10-K. The selectedconsolidated statements of operations data for the years ended December 31, 2014 and 2013 and the selected consolidatedbalance sheet data as of December 31, 2015, 2014 and 2013 have been derived from financial statements not included in thisAnnual Report on Form 10-K. The selected consolidated financial data in this section are not intended to replace ourconsolidated financial statements and the related notes. Our historical consolidated results are not necessarily indicative ofthe results that may be expected in the future. Statements of Operation Data: Year Ended December 31, 2017 2016 2015 2014 2013 Revenue $ — $7,250 $278,900 $810,012 $943,904 Operating expenses: Research and development 22,806,107 16,784,626 7,445,669 2,401,406 1,134,041 General and administrative10,016,9026,430,2525,364,3904,076,339444,302Total operating expenses 32,823,009 23,214,878 12,810,059 6,477,745 1,578,343 Loss from operations (32,823,009) (23,207,628) (12,531,159) (5,667,733) (634,439) Other income (expense): Interest income (expense), net 519,554 80,222 7,352 (1,844) (2,351) Foreign exchange gain (loss) 291,151 (189,497) — — — Loss on disposal of equipment — (99,147) — — — Total other income (expense) 810,705 (208,422) 7,352 (1,844) (2,351) Loss before income taxes (32,012,304) (23,416,050) (12,523,807) (5,669,577) (636,790) Income tax (benefit) expense — (27,543) 27,543 — — Net loss (32,012,304) (23,388,507) (12,551,350) (5,669,577) (636,790) Accretion of redeemable convertiblepreferred stock — — — (87,954) (161,834) Net loss applicable to commonstockholders $(32,012,304) $(23,388,507) $(12,551,350) $(5,757,531) $(798,624) Per share information: Net loss per share basic and diluted $(2.48) $(2.58) $(2.82) $(6.44) $(1.63) Basic and diluted weighted averageshares outstanding 12,914,814 9,070,232 4,457,719 894,575 490,760 (1)Refer to note 2(l) of our audited financial statements for a description of the method used to calculate net loss pershare, basic and diluted, and the basic and diluted weighted average shares outstanding. 73 (1)Table of Contents As of December 31, 2017 2016 2015 2014 2013 BALANCE SHEET DATA: Cash and cash equivalents $62,510,277 $30,965,791 $41,513,060 $9,330,681 $154,695 Total assets 69,054,309 36,554,274 43,643,541 11,616,671 1,860,840 Total liabilities 8,104,721 6,966,966 3,937,617 3,145,535 3,057,546 Convertible preferred stock — — — 16,522,811 3,162,373 Total stockholders’ equity (deficit) 60,949,588 29,587,308 39,705,924 (8,051,675) (4,359,079) 74 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidityand cash flows of our company as of and for the periods presented below. The following discussion and analysis should beread in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. Thestatements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity andcapital resources and all other non‑historical statements in this discussion are forward‑looking statements and are basedon the beliefs of our management, as well as assumptions made by, and information currently available to, our management.Actual results could differ materially from those discussed in or implied by forward‑looking statements as a result of variousfactors, including those discussed below and elsewhere in this Report, particularly in the section entitled “Risk Factors.” Overview Company Overview We are a clinical stage specialty pharmaceutical company dedicated to the development and commercialization ofinnovative transdermal pharmaceutically-produced cannabinoid treatments for rare (meeting the U.S. Food and DrugAdministration’s, or FDA’s, designation of an orphan disease, affecting fewer than 200,000 people in the United States) andnear-rare (affecting fewer than one million people in the United States) neurological and psychiatric, or neuropsychiatric,disorders in patients with high unmet medical needs. We are currently evaluating two patent protected product candidates,ZYN002 and ZYN001, in four neuropsychiatric indications. In 2017, we completed three Phase 2 clinical trials for ZYN002and two of those studies have open-label extensions that are ongoing. In 2018 we plan to initiate additional clinical trialsevaluating ZYN002 for the treatment of behavioral symptoms of Fragile X syndrome, or FXS, in pediatric and adolescentpatients, Developmental and Epileptic Encephalopathies, or DEE, in pediatric and adolescent patients, and refractory focalseizures in adults with epilepsy. We intend to study ZYN001 in patients with Tourette Syndrome, or TS, and anticipateinitiating a Phase 2 clinical trial in late 2018. We believe these product candidates will provide new treatment options forpatients. In 2017 we were also developing ZYN002 and ZYN001 for the treatment of certain pain indications. We havedecided to discontinue our development programs in the capital-intensive pain spaces. Cannabinoids are a class of compounds derived from Cannabis plants. The two primary cannabinoids contained in Cannabisare cannabidiol, or CBD, and ∆9-tetrahydrocannabinol, or THC. Clinical and preclinical data suggest that CBD has positiveeffects on treating behavioral symptoms of FXS and epilepsy, and THC may have positive effects on treating TS. We believeZYN002 may potentially offer first‑line therapies to patients suffering from FXS, DEE and focal seizures in adults withepilepsy, and ZYN001 may potentially offer first-line therapies to patients suffering from TS. ZYN002 is the first and only pharmaceutically-produced CBD formulated as a permeation‑enhanced gel for transdermaldelivery, and is patent protected through 2030. CBD is the primary non‑psychoactive component of Cannabis. In preclinicalanimal studies, ZYN002’s permeation enhancer increased delivery of CBD through the layers of the skin and into thecirculatory system. These preclinical studies suggest increased bioavailability, consistent plasma levels and the avoidance offirst‑pass liver metabolism of CBD when delivered transdermally. In addition, an in vitro study published in Cannabis andCannabinoid Research in April 2016 demonstrated that CBD is degraded to THC in an acidic environment such as thestomach. We believe such degradation may lead to increased psychoactive effects if CBD is delivered orally and may beavoided with the transdermal delivery of ZYN002, which maintains CBD in a neutral pH. ZYN002, which is being developedas a clear gel with once- or twice-daily dosing, is targeting treatment of behavioral symptoms of FXS and DEE in pediatricand adolescent patients and refractory focal seizures in adults with epilepsy. We have been granted orphan drug designationfrom the FDA for the use of CBD for the treatment of FXS. ZYN001 is a pro‑drug of THC that enables effective transdermal delivery of THC via a patch and is patent protected through2031. A pro‑drug is a drug administered in an inactive or less active form and designed to enable more effective delivery,which is then converted into an active form through a normal enzymatic process. In addition, we expect that ZYN001 will beclassified by the FDA as a new chemical entity, or NCE. We are working with a development partner,75 Table of Contents LTS LOHMANN Therapie-Systeme AG, or LTS, to optimize the formulation of ZYN001 into a state of the art drug-adhesivematrix transdermal patch to be used in clinical studies. In our preclinical animal studies, ZYN001 demonstrated effective skin permeation with sustained delivery and rapidconversion of ZYN001 to THC. These preclinical studies suggest increased bioavailability, consistent plasma levels and theavoidance of first‑pass liver metabolism of ZYN001. In addition, preclinical testing has shown no genotoxicity findings andsafety pharmacology findings consistent with those seen with THC. ZYN001 is targeting treatment of TS. Our key development programs and expected timelines for the development of ZYN002 and ZYN001 are shown in the chartbelow: We have never been profitable and have incurred net losses since inception. Our net losses were $32.0 million, $23.4 millionand $12.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, ouraccumulated deficit was $78.0 million. We expect to incur losses for the foreseeable future, and we expect these losses toincrease as we continue our development of, and seek regulatory approvals for, our product candidates. Because of thenumerous risks and uncertainties associated with product development, we are unable to predict the timing or amount ofincreased expenses or when, or if, we will be able to achieve or maintain profitability. Financial Operations Overview The following discussion sets forth certain components of our statements of operations as well as factors that impact thoseitems. Revenue — Historically, our revenue consisted of state and federal research grants and fees received from research services forthird‑party product development. Revenue is recognized when persuasive evidence of an arrangement exists, delivery hasoccurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Research and Development Expenses — Our research and development expenses relating to our product candidates consist ofthe following: ·expenses associated with preclinical development and clinical trials; 76 Table of Contents ·personnel‑related expenses, such as salaries, benefits, travel and other related expenses, including stock‑basedcompensation; ·payments to third‑party CROs, contract manufacturing organizations, or CMO’s, contractor laboratories andindependent contractors; and ·depreciation, maintenance and other facility‑related expenses. We expense all research and development costs as incurred. Clinical development expenses for our product candidates are asignificant component of our current research and development expenses. Expenses associated with clinical trials willincrease as our clinical trials progress. Product candidates in later stage clinical development generally have higher researchand development expenses than those in earlier stages of development, primarily due to increased size and duration of theclinical trials. We track and record information regarding external research and development expenses for each grant, studyor trial that we conduct. We use third‑party CROs, CMO’s, contractor laboratories and independent contractors in preclinicalstudies and clinical trials. We recognize the expenses associated with third parties performing these services for us in ourpreclinical studies and clinical trials based on the percentage of each study completed at the end of each reporting period. We incurred research and development expenses of $22.8 million, $16.8 million and $7.4 million for the years endedDecember 31, 2017, 2016 and 2015, respectively, which were net of $3.8 million, $3.4 million, and $0.4 million,respectively, associated with the Australian research and development tax incentive program. As part of this program, we areeligible to receive a cash refund from the Australian Taxation Office for a percentage of our research and development costsexpended by Zynerba Pharmaceuticals Pty Ltd., our Australian subsidiary. We expect research and development expenses in future years to continue to increase as we continue our clinical trials andbegin new phases for each of our product candidates. These expenditures are subject to numerous uncertainties regardingtiming and cost to completion. Completion of our preclinical development and clinical trials may take several years or moreand the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate.The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinicaldevelopment, including, among others: ·the number of sites included in the clinical trials; ·the length of time required to enroll suitable patients; ·the size of patient populations participating in the clinical trials; ·the duration of patient follow‑ups; ·the development stage of the product candidates; and ·the efficacy and safety profile of the product candidates. Due to the early stages of our research and development, we are unable to determine the duration or completion costs of ourdevelopment of ZYN002 and ZYN001. As a result of the difficulties of forecasting research and development costs ofZYN002 and ZYN001 as well as the other uncertainties discussed above, we are unable to determine when and to what extentwe will generate revenue from the commercialization and sale of an approved product candidate. General and Administrative Expenses — General and administrative expenses consist primarily of salaries, benefits and otherrelated costs, including stock‑based compensation, for personnel serving in our executive, finance, legal, human resource,investor relations and commercial functions. Our general and administrative expenses also include facility and related costsnot included in research and development expenses, professional fees for legal services, including patent‑related expenses,consulting, tax and accounting services, insurance, market research and general corporate77 Table of Contents expenses. We expect that our general and administrative expenses will increase for the next several years as we increase ourheadcount with the continued development and potential commercialization of our product candidates. Interest Income — Interest income primarily consists of interest earned on balances maintained in our money market bankaccount. Income Taxes — The 2017 Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, has resulted insignificant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from34% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility ofinterest expense and executive compensation. The 2017 Tax Cuts and Jobs Act also transitions international taxation from aworldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings,which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low-taxedincome (GILTI). These changes are effective beginning in 2018. The 2017 Tax Cuts and Jobs Act also includes a one-timemandatory deemed repatriation tax on accumulated foreign subsidiaries' previously untaxed foreign earnings. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin, or SAB, No. 118 to address the application of U.S.GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (includingcomputations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act.We have recognized the provisional tax impacts related to the revaluation of the deferred tax assets and liabilities andincluded these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impactmay differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations andassumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TaxCuts and Jobs Act. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in2018. In regard to the change in the federal tax rate as it relates to our deferred tax assets and liabilities, we have decreasedour related deferred tax assets by $8.7 million along with a corresponding offset against the valuation allowance for thesedeferred tax assets. As of December 31, 2017, we had $56.8 million of federal operating loss carryforwards and $1.7 million of research tax creditcarryforwards available to offset future taxable income. These operating loss and research tax credit carryforwards will beginto expire in 2028 and 2027, respectively. At December 31, 2017 and 2016, we concluded that a full valuation allowance isnecessary for our deferred tax assets. The closing of our IPO in August 2015, together with our follow-on equity offerings, private placements and othertransactions that have occurred since our inception, may trigger, or may have already triggered, an “ownership change”pursuant to Section 382 of the Internal Revenue Code of 1986. If an ownership change is triggered, it will limit our ability touse some of our net operating loss carryforwards. In addition, since we will need to raise substantial additional funding tofinance our operations, we may undergo further ownership changes in the future, which could further limit our ability to usenet operating loss carryforwards. As a result, if we generate taxable income, our ability to use some of our net operating losscarryforwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future taxliability to us. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against futuretaxes; therefore, we may not be able to take full advantage of these carryforwards for federal income tax purposes. Critical Accounting Policies and Use of Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidatedfinancial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP.The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts ofassets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reportedamounts of revenues and expenses during the reported period. In accordance with GAAP, we base our estimates on historicalexperience, known trends and events and various other factors that we believe to be reasonable under the circumstances, theresults of which form the basis for making judgments about the78 Table of Contents carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from theseestimates under different assumptions or conditions. We define our critical accounting policies as those that require us to make subjective estimates and judgments about mattersthat are uncertain and are likely to have a material impact on our financial condition and results of operations. While oursignificant accounting policies are more fully discussed in note 2 to our audited consolidated financial statements appearingelsewhere in this Report, we believe that the following accounting policies are critical to the process of making significantjudgments and estimates in the preparation of our financial statements. Research and Development Expenses We rely on third parties to conduct our preclinical studies and clinical trials, and to provide services, including datamanagement, statistical analysis and electronic compilation. At the end of each reporting period, we compare the paymentsmade to each service provider to the estimated progress towards completion of the related project. Factors that we willconsider in preparing these estimates include the number of patients enrolled in studies, milestones achieved and othercriteria related to the efforts of our vendors. These estimates will be subject to change as additional information becomesavailable. Depending on the timing of payments to vendors and estimated services provided, we will record net prepaid oraccrued expenses related to these costs. Stock‑Based Compensation We account for grants of stock options and restricted stock to employees based on their grant date fair value and recognizecompensation expense over each grant’s requisite service period. We estimate the fair value of stock options as of the date ofgrant using the Black‑Scholes option pricing model, which requires management to apply judgment and make estimatesincluding the volatility of our common stock, the expected term of our stock options, the expected dividend yield and thefair value of our common stock on the date of grant. We estimate the fair value of restricted stock based on the closing priceof our common stock on the date of grant. Prior to our IPO in August 2015, in the absence of a public trading market for our common stock, on each grant date, wedeveloped an estimate of the fair value of our common stock for the option and restricted stock grants based in part on inputfrom an independent third‑party valuation firm. We determined the fair value of our common stock using methodologies,approaches and assumptions consistent with the AICPA Practice Guide, Valuation of Privately‑Held Company EquitySecurities Issued as Compensation. In addition, our board of directors considered various objective and subjective factors,along with input from management and an independent third‑party valuation firm, to estimate the fair value of our commonstock, including external market conditions affecting the pharmaceutical industry, trends within the pharmaceutical industry,the prices at which we sold shares of our different series of preferred stock, the superior rights and preferences of each series ofpreferred stock relative to our common stock at the time of each grant, our results of operations and financial position, thestatus of our research and development efforts and progress of our preclinical programs, our stage of development andbusiness strategy, the lack of an active public market for our common and our preferred stock, and the likelihood ofachieving a liquidity event. 79 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2017 and December 31, 2016 Year Ended Increase December 31, (Decrease) 2017 2016 $ % Revenue $ — $7,250 $(7,250) (100)%Operating expenses: Research and development 22,806,107 16,784,626 6,021,481 36%General and administrative 10,016,902 6,430,252 3,586,650 56%Total operating expenses 32,823,009 23,214,878 9,608,131 41%Loss from operations (32,823,009) (23,207,628) (9,615,381) 41%Other income (expense) 810,705 (208,422) 1,019,127 (489)%Income tax (benefit) expense — (27,543) 27,543 (100)%Net loss $(32,012,304) $(23,388,507) $(8,623,797) 37% Revenue Revenue in 2016 was related to work performed in connection with grants received prior to 2016. Grants received wererecorded as deferred revenue and recognized as revenue as the designated preclinical study progressed and amounts wereearned. Research and Development Expenses Research and development expenses increased by $6.0 million, or 36%, to $22.8 million for the year ended December 31,2017 from $16.8 million for the year ended December 31, 2016. The increase was primarily related to increases in the numberand size of our non-clinical studies and clinical trials for ZYN002 and ZYN001 and personnel costs, including stock-basedcompensation expense. General and Administrative Expenses General and administrative expenses increased by $3.6 million, or 56%, to $10.0 million for the year ended December 31,2017 from $6.4 million for the year ended December 31, 2016. The increase primarily related to increases in expensesassociated with the development of commercialization plans for our product candidates, if approved, intellectual property-related expenses, public company reporting and compliance expenses and personnel costs, including stock-basedcompensation expense. Other Income (Expense) During the years ended December 31, 2017 and 2016, we recognized $0.5 million and $0.1 million, respectively, in interestincome. The increase in interest income was primarily related to a higher amount of invested cash resulting from the receiptof $54.2 million from our public follow-on offering in the first quarter of 2017. During the years ended December 31, 2017and 2016, we recognized a foreign currency gain of $0.3 million and a foreign currency loss of $0.2 million, respectively.Foreign currency gains and losses are due primarily to the remeasurement of our Australian subsidiary’s assets and liabilities,which are denominated in the local currency, to the subsidiary’s functional currency, which is the U.S. dollar. During the yearended December 31, 2016, we recognized a loss on the disposal of research and development equipment of $0.1 million. 80 Table of Contents Comparison of the Years Ended December 31, 2016 and December 31, 2015 Year Ended Increase December 31, (Decrease) 2016 2015 $ % Revenue $7,250 $278,900 $(271,650) (97)%Operating expenses: Research and development 16,784,626 7,445,669 9,338,957 125%General and administrative 6,430,252 5,364,390 1,065,862 20%Total operating expenses 23,214,878 12,810,059 10,404,819 81%Loss from operations (23,207,628) (12,531,159) (10,676,469) 85%Other income (expense) (208,422) 7,352 (215,774) (2,935)%Income tax (benefit) expense (27,543) 27,543 (55,086) 100%Net loss $(23,388,507) $(12,551,350) $(10,837,157) 86% Revenue Revenue in 2016 and 2015 was related to work performed in connection with grants received prior to 2015. Grants receivedwere recorded as deferred revenue and recognized as revenue as the designated preclinical study progressed and amountswere earned. Revenue decreased $271,650, or 97%, to $7,250 for the year ended December 31, 2016 from $278,900 for theyear ended December 31, 2015. The decrease from 2015 reflected reduced research activities associated with our remaininggrants. Research and Development Expenses Research and development expenses increased by $9.3 million, or 125%, to $16.8 million for the year ended December 31,2016 from $7.4 million for the year ended December 31, 2015. The increase was primarily related to an increase in thenumber and size of our non-clinical studies and clinical trials for ZYN002 and ZYN001. Additionally, personnel costs,including stock-based compensation expense, also increased from the prior-year period. No stock-based compensationexpense was recorded prior to our IPO in August 2015 since the vesting of the stock-based awards prior to the IPO wascontingent on the closing of the IPO. Stock-based compensation expense was recorded for the full year ended December 31,2016. General and Administrative Expenses General and administrative expenses increased by $1.1 million, or 20%, to $6.4 million for the year ended December 31,2016 from $5.4 million for the year ended December 31, 2015. The increase primarily was due to higher personnel costs,including stock-based compensation expense, related to increased headcount. No stock-based compensation expense wasrecorded prior to our IPO in August 2015 since the vesting of the stock-based awards prior to the IPO was contingent on theclosing of the IPO. Stock-based compensation expense was recorded for the full year ended December 31, 2016. Other Income (Expense) During the years ended December 31, 2016 and 2015, we recognized $80,222 and $7,352, respectively, in interest income.During the year ended December 31, 2016, we recognized foreign currency losses totaling $189,497 and a loss on thedisposal of research and development equipment of $99,147. There were no losses or gains related foreign currency orequipment disposals in 2015. Foreign currency losses were primarily due to the remeasurement of our Australian subsidiary’sassets and liabilities, which are denominated in the local currency, to the subsidiary’s functional currency, which is the U.S.dollar. 81 Table of Contents Liquidity and Capital Resources Since our inception in 2007, we have devoted most of our cash resources to research and development and general andadministrative activities. We have financed our operations primarily with the proceeds from the sale of equity securities(most notably our IPO in 2015, sales under our “at-the-market” offering in 2016 and 2017, and our follow-on offering in thefirst quarter of 2017, which are described below) and convertible promissory notes, state and federal grants and researchservices. To date, we have not generated any revenue from the sale of products, and we do not anticipate generating any revenue fromthe sales of products for the foreseeable future. We have incurred losses and generated negative cash flows from operationssince inception. As of December 31, 2017, our principal sources of liquidity were our cash and cash equivalents, whichtotaled $62.5 million. Our working capital was $60.8 million as of December 31, 2017. Management believes that cash and cash equivalents as of December 31, 2017 is sufficient to initiate ourplanned clinical trials for ZYN002 for the treatment of FXS and DEE, our proposed clinical trial forZYN002 for the treatment of refractory focal seizures in adults with epilepsy and our anticipated clinicaltrial for ZYN001 for the treatment of TS and fund operations and capital requirements well into 2019.Substantial additional financings will be needed to fund our operations and to complete clinicaldevelopment of and to commercially develop our product candidates. There is no assurance that suchfinancing will be available when needed or on acceptable terms. Equity Financings In August 2015, we completed our IPO, selling 3,450,000 shares at an offering price of $14.00 per share resulting in grossproceeds of $48.3 million. Net proceeds received after deducting underwriting and commissions and offering expenses were$42.1 million. In connection with the closing of the IPO, all outstanding shares of our Series 1 convertible preferred stockwere converted into an aggregate of 3,704,215 shares of common stock. During the year ended December 31, 2016, we entered into an Open Market Sales Agreement, or the 2016 Sales Agreement,with Jefferies, pursuant to which we sold and issued 794,906 shares of our common stock in the open market at a weightedaverage selling price of $13.39 per share, for gross proceeds of $10.6 million. Net proceeds received after deductingcommissions and offering expenses were $10.0 million. In the first quarter of 2017, we completed a follow-on public offering, selling 3,220,000 shares of our common stock at anoffering price of $18.00 per share, resulting in gross proceeds of $58.0 million. Net proceeds received after deductingunderwriting and commissions and offering expenses were $54.2 million. In June 2017, we terminated the 2016 Sales Agreement and entered into a new Open Market Sales Agreement, or SalesAgreement, with Jefferies, pursuant to which we may sell, from time to time, up to $50 million of our common stock. During2017, we sold and issued 296,594 shares of common stock in the open market at a weighted average selling price of $10.74per share, for gross proceeds of $3.2 million. Net proceeds after deducting underwriting and commissions and offeringexpenses were $3.0 million. Debt We had no debt outstanding as of December 31, 2017 or 2016. Future Capital Requirements During the year ended December 31, 2017, net cash used in operating activities was $25.8 million, and our accumulateddeficit as of December 31, 2017 was $78.0 million. Our expectations regarding future cash requirements do not reflect thepotential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make in thefuture. To the extent that we enter into any of those types of transactions, we may need to raise substantial additional capital.82 Table of Contents We expect to continue to incur substantial additional operating losses for at least the next several years as we continue todevelop our product candidates and seek marketing approval and, subject to obtaining such approval, the eventualcommercialization of our product candidates. If we obtain marketing approval for either of our product candidates, we willincur significant sales, marketing and manufacturing expenses. In addition, we expect to incur additional expenses to addoperational, financial and information systems and personnel, including personnel to support our planned productcommercialization efforts. We also expect to incur significant costs to comply with corporate governance, internal controlsand similar requirements associated with operating as a public reporting company. Our future use of operating cash and capital requirements will depend on many forward‑looking factors, including thefollowing: ·the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our productcandidates; ·the clinical development plans we establish for these product candidates; ·the number and characteristics of product candidates that we develop or may in‑license; ·the terms of any collaboration agreements we may choose to execute; ·the outcome, timing and cost of meeting regulatory requirements established by the DEA, the FDA, the EMA orother comparable foreign regulatory authorities; ·the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights; ·the cost of defending intellectual property disputes, including patent infringement actions brought by thirdparties against us; ·costs and timing of the implementation of commercial scale manufacturing activities; and ·the cost of establishing, or outsourcing, sales, marketing and distribution capabilities for any productcandidates for which we may receive regulatory approval in regions where we choose to commercialize ourproducts on our own. To the extent that our capital resources are insufficient to meet our future operating and capital requirements, we will need tofinance our cash needs through public or private equity offerings, debt financings, collaboration and licensing arrangementsor other financing alternatives. We have no committed external sources of funds. Additional equity or debt financing orcollaboration and licensing arrangements may not be available on acceptable terms, if at all. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. 83 Table of Contents Cash Flows Years Ended December 31, 2017 and December 31, 2016 — The following table summarizes our cash flows from operating,investing and financing activities for the years ended December 31, 2017 and December 31, 2016. Year Ended December 31, 2017 2016 Statement of Cash Flows Data: Total net cash (used in) provided by: Operating activities $(25,842,451) $(20,438,166) Investing activities (115,356) (109,628) Financing activities 57,502,293 10,000,525 Net increase (decrease) in cash and cash equivalents $31,544,486 $(10,547,269) Operating Activities For the year ended December 31, 2017, cash used in operating activities was $25.8 million, compared to $20.4 million for theyear ended December 31, 2016. The increase from the comparable 2016 period was primarily the result of increased researchand development activities related to the non-clinical studies and clinical trials of ZYN002 and ZYN001, as well as anincrease in the number of employees hired to support our research and development and general and administrativeactivities. We expect cash used in operating activities to continue to increase in 2018 as compared to 2017 due to an expected increasein our operating losses associated with ongoing development of our product candidates. Investing Activities For the years ended December 31, 2017 and 2016, cash used in investing activities primarily consisted of expenditures madefor computer equipment and furniture and fixtures associated with our corporate headquarters. Financing Activities Cash provided by financing activities for the year ended December 31, 2017 primarily consisted of $54.2 million in netproceeds from sales of our common stock under a follow-on public offering, $3.0 million in net proceeds from sales of ourcommon stock under the Sales Agreement with Jefferies, and $0.4 million in proceeds from the exercise of employee stockoptions. Cash provided by financing activities for the year ended December 31, 2016 was comprised of proceeds from salesof our shares of common stock under our prior Open Market Sales Agreement, net of related offering costs. Years Ended December 31, 2016 and December 31, 2015 — The following table summarizes our cash flows from operating,investing and financing activities for the years ended December 31, 2016 and December 31, 2015. Year ended December 31, 2016 2015 Statement of Cash Flows Data: Total net cash provided by (used in): Operating activities $(20,438,166) $(9,786,799) Investing activities (109,628) (216,335) Financing activities 10,000,525 42,185,513 Increase (decrease) in cash and cash equivalents $(10,547,269) $32,182,379 84 Table of Contents Operating Activities For the year ended December 31, 2016, cash used in operations was $20.4 million compared to $9.8 million for the yearended December 31, 2015. The increase from the comparable 2015 period was primarily related to an increase in project andresearch and development costs associated with our preclinical studies and clinical trials that both increased our vendorpayments during the year and increased our incentive and tax receivables associated with research and development costsexpended in Australia and GST paid to Australian vendors. Additionally, higher public company administrative costs wereincurred in 2016 as compared to 2015. Investing Activities For the year ended December 31, 2016, cash used in investing activities was $0.1 million which primarily consisted ofexpenditures made for computer equipment and furniture and fixtures associated with our corporate headquarters. For theyear ended December 31, 2015, cash used in investing activities was $0.2 million representing the cost of certain fabricationequipment, computer equipment, and furniture and fixtures associated with the establishment of our corporate headquarters. Financing Activities Cash provided by financing activities was $10.0 million for the year ended December 31, 2016 was comprised of proceedsfrom sales of our shares of common stock under our prior Open Market Sales Agreement, net of related offering costs. Cashprovided by financing activities was $42.2 million for the year ended December 31, 2015, primarily representing the netproceeds from our IPO. Off‑Balance Sheet Arrangements We do not have any off‑balance sheet arrangements, except for operating leases, or relationships with unconsolidated entitiesor financial partnerships, such as entities often referred to as structured finance or special purpose entities. Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2017: Payments Due by Period Total 2018 2019 and 2020 2021 and 2022 2023 and Thereafter Operating lease obligations $489,372 $200,082 $289,290 - $ - On February 9, 2018, we entered into a lease amendment for an additional 3,532 square feet of office space which we plan tooccupy in the second quarter of 2018. The lease amendment expires on May 31, 2020. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and aliability. The pronouncement is effective for interim and annual periods beginning after December 15, 2018 with earlyadoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financialstatements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which isintended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement iseffective for interim and annual periods beginning after December 31, 2016. Our adoption of the85 Table of Contents guidance in ASU No. 2016-09 in the first quarter of 2017 did not have a material impact on our consolidated financialstatements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, whichprovides specific guidance related to eight cash flow classification issues. The pronouncement is effective for interim andannual periods beginning after December 15, 2017 with early adoption permitted. The adoption of this guidance is notexpected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which requires changes in restricted cash andrestricted cash equivalents to be explained in the statement of cash flows by including restricted cash and restricted cashequivalents in the beginning-of-period and end-of-period total cash and cash equivalents shown in the statement of cashflows. The pronouncement is effective for interim and annual periods beginning after December 15, 2017 with early adoptionpermitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, which may result in potential losses arising from adverse changes in market rates,such as interest rates and foreign exchange rates. We do not enter into derivatives or other financial instruments for trading orspeculative purposes nor do we engage in any hedging activities. As of December 31, 2017, we had cash and cashequivalents of $62.5 million consisting primarily of cash and money market account balances. Because of the short-termmaturities of our cash and cash equivalents, we do not believe that an immediate 10% increase in interest rates would haveany significant impact on the realized value of our investments. Accordingly, we do not believe we are exposed to materialmarket risk with respect to our cash and cash equivalents. We have engaged third parties to manufacture our product candidates in Australia, Canada and Europe and to conductclinical trials for our product candidates in Australia and New Zealand. Manufacturing and research costs related to theseoperations are paid for in a combination of U.S. dollars and local currencies, limiting our foreign currency exchange rate risk.Accordingly, we do not believe our foreign currency exchange rate risk is significant due to the limited extent of ouroperations in foreign currencies; however, if we conduct clinical trials and seek to manufacture a more significant portion ofour product candidates outside of the United States in the future, we could incur significant foreign currency exchange raterisk. 86 Table of Contents Item 8. Financial Statements and Supplementary Data The following financial statements are filed as a part of this Annual Report on Form 10-K:Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm 88Consolidated Balance Sheets as of December 31, 2017 and 2016 89Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015 90Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years endedDecember 31, 2017, 2016 and 2015 91Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 92Notes to Consolidated Financial Statements 93 87 Table of Contents Report of Independent Registered Public Accounting FirmTo the Stockholders and Board of DirectorsZynerba Pharmaceuticals, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Zynerba Pharmaceuticals, Inc. and subsidiary (theCompany) as of December 31, 2017 and 2016, the related consolidated statements of operations, convertible preferred stockand stockholders’ equity (deficit), and cash flows for each of the years in the three‑year period ended December 31, 2017, andthe related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and theresults of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, inconformity with U.S. generally accepted accounting principles.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these consolidated financial statements based on our audits. We are a public accounting firmregistered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the consolidated financial statements are free of materialmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an auditof its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internalcontrol over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sinternal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Ouraudits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonablebasis for our opinion./s/ KPMG LLP We have served as the Company’s auditor since 2014.Philadelphia, PennsylvaniaMarch 12, 2018 88 Table of Contents ZYNERBA PHARMACEUTICALS, INC.CONSOLIDATED BALANCE SHEETS December 31, December 31, 2017 2016 Assets Current assets: Cash and cash equivalents $62,510,277 $30,965,791 Incentive and tax receivables 3,983,604 3,613,943 Prepaid expenses and other current assets 1,733,701 1,830,958 Total current assets 68,227,582 36,410,692 Property and equipment, net 164,527 143,382 Other assets 662,200 200 Total assets $69,054,309 $36,554,274 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $3,355,255 $1,848,084 Accrued expenses 3,915,491 4,284,907 Deferred grant revenue 171,975 833,975 Total current liabilities 7,442,721 6,966,966 Deferred grant revenue, long-term 662,000 — Total liabilities 8,104,721 6,966,966 Stockholders' equity: Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued oroutstanding — — Common stock, $0.001 par value; 200,000,000 shares authorized; 13,553,873 sharesissued and outstanding at December 31, 2017 and 9,994,825 shares issued andoutstanding at December 31, 2016 13,554 9,995 Additional paid-in capital 138,916,900 75,545,875 Accumulated deficit (77,980,866) (45,968,562) Total stockholders' equity 60,949,588 29,587,308 Total liabilities and stockholders' equity $69,054,309 $36,554,274 See accompanying notes to consolidated financial statements.89 Table of Contents ZYNERBA PHARMACEUTICALS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, 2017 2016 2015 Revenue $ — $7,250 $278,900 Operating expenses: Research and development 22,806,107 16,784,626 7,445,669 General and administrative 10,016,902 6,430,252 5,364,390 Total operating expenses 32,823,009 23,214,878 12,810,059 Loss from operations (32,823,009) (23,207,628) (12,531,159) Other income (expense): Interest income 519,554 80,222 7,352 Foreign exchange gain (loss) 291,151 (189,497) — Loss on disposal of equipment — (99,147) — Total other income (expense) 810,705 (208,422) 7,352 Loss before income taxes (32,012,304) (23,416,050) (12,523,807) Income tax (benefit) expense — (27,543) 27,543 Net loss $(32,012,304) $(23,388,507) (12,551,350) Net loss per share basic and diluted $(2.48) $(2.58) $(2.82) Basic and diluted weighted average shares outstanding 12,914,814 9,070,232 4,457,719 See accompanying notes to consolidated financial statements. 90 Table of Contents ZYNERBA PHARMACEUTICALS, INC.CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)YEARS ENDED DECEMBER 31, 2015, 2016 and 2017 Convertible preferred stock Total Series 1 Common stock Additional Accumulated stockholders' Shares Amount Shares Amount paid-capital deficit equityBalance at December 31, 2014 6,964,053 $16,522,811 2,029,747 $2,030 $1,975,000 $(10,028,705) $(8,051,675)Conversion of Series 1 convertible preferred stock (6,964,053) (16,522,811) 3,704,215 3,704 16,519,107 — 16,522,811Issuance of common stock, net of issuance costs — — 3,450,000 3,450 42,118,554 — 42,122,004Exercise of stock options — — 15,957 16 63,493 — 63,509Stock-based compensation expense — — — — 1,600,625 — 1,600,625Net loss — — — — — (12,551,350) (12,551,350)Balance at December 31, 2015 — — 9,199,919 9,200 62,276,779 (22,580,055) 39,705,924Issuance of common stock, net of issuance costs — — 794,906 795 9,999,730 — 10,000,525Stock-based compensation expense — — — — 3,269,366 — 3,269,366Net loss — — — — — (23,388,507) (23,388,507)Balance at December 31, 2016 — — 9,994,825 $9,995 $75,545,875 $(45,968,562) $29,587,308Issuance of common stock, net of issuance costs — — 3,516,594 3,517 57,289,524 — 57,293,041Exercise of stock options — — 42,454 42 434,649 — 434,691Stock-based compensation expense — — — — 5,646,852 — 5,646,852Net loss — — — — — (32,012,304) (32,012,304)Balance at December 31, 2017 — $ — 13,553,873 $13,554 $138,916,900 $(77,980,866) $60,949,588 See accompanying notes to consolidated financial statements. 91 Table of Contents ZYNERBA PHARMACEUTICALS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2017 2016 2015 Cash flows from operating activities: Net loss $(32,012,304) $(23,388,507) $(12,551,350) Adjustments to reconcile net loss to net cash used in operatingactivities: Depreciation 94,211 75,301 26,027 Stock-based compensation 5,646,852 3,269,366 1,600,625 Loss on disposal of equipment — 99,147 — Changes in operating assets and liabilities: Incentive and tax receivables (369,661) (3,257,225) (356,718) Prepaid expenses and other assets (324,304) (285,041) (359,968) Deferred grant revenue — (7,250) (278,900) Accounts payable 1,492,171 1,044,127 536,354 Accrued expenses (369,416) 2,011,916 1,597,131 Net cash used in operating activities (25,842,451) (20,438,166) (9,786,799) Cash flows from investing activities: Purchases of property and equipment (115,356) (109,628) (216,335) Net cash used in investing activities (115,356) (109,628) (216,335) Cash flows from financing activities: Proceeds from the issuance of common stock, net of offering costs 57,293,041 10,000,525 42,122,004 Payment of financing costs (225,439) — — Proceeds from the exercise of stock options 434,691 — 63,509 Net cash provided by financing activities 57,502,293 10,000,525 42,185,513 Net increase (decrease) in cash and cash equivalents 31,544,486 (10,547,269) 32,182,379 Cash and cash equivalents at beginning of period 30,965,791 41,513,060 9,330,681 Cash and cash equivalents at end of period $62,510,277 $30,965,791 $41,513,060 Supplemental disclosures of cash flow information: Deferred financing costs included in accounts payable $15,000 $ — $ — Changes in property and equipment acquired but not paid — (19,444) 17,696 See accompanying notes to unaudited consolidated financial statements 92 Table of Contents ZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1)Nature of Business and Liquidity Zynerba Pharmaceuticals, Inc., together with its subsidiary, Zynerba Pharmaceuticals Pty Ltd (the “Company”, “we”), is aclinical stage specialty pharmaceutical company dedicated to the development and commercialization of innovativetransdermal pharmaceutically-produced cannabinoid treatments for rare and near-rare neuropsychiatric disorders in patientswith high unmet medical needs. The Company was incorporated on January 31, 2007 under the laws of the State of Delawareas AllTranz, Inc. and changed its name to Zynerba Pharmaceuticals, Inc. in August 2014. The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit of$78.0 million as of December 31, 2017. The Company anticipates incurring additional losses until such time, if ever, that itcan generate significant revenue from its product candidates currently in development. The Company's primary source ofliquidity has been the issuance of equity securities and convertible promissory notes. In August 2015, the Company completed its Initial Public Offering (“IPO”) of common stock selling 3,450,000 shares at anoffering price of $14.00 per share, resulting in gross proceeds of $48.3 million. Net proceeds received after underwriting feesand offering expenses were $42.1 million. In connection with the IPO, all outstanding shares of Series 1 convertible preferredstock converted into 3,704,215 shares of common stock. During the year ended December 31, 2016, the Company entered into an Open Market Sales Agreement (the “2016 SalesAgreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company sold and issued 794,906 shares of commonstock in the open market at a weighted average selling price of $13.39 per share, for gross proceeds of $10.6 million. Netproceeds received after deducting commissions and offering expenses were $10.0 million. In the first quarter of 2017, the Company completed a follow-on public offering, selling 3,220,000 shares at an offering priceof $18.00 per share resulting in gross proceeds of $58.0 million. Net proceeds received after deducting underwriting andcommissions and offering expenses were $54.2 million. On June 9, 2017, the Company terminated the 2016 Sales Agreement and entered into a new Open Market Sales Agreement(the “Sales Agreement”) with Jefferies pursuant to which the Company may sell, from time to time, up to $50 million of itscommon stock. During 2017, the Company sold and issued 296,594 shares of common stock in the open market at aweighted average selling price of $10.74 per share, for gross proceeds of $3.2 million. Net proceeds after deductingunderwriting and commissions and offering expenses were $3.0 million. Management believes that the cash and cash equivalents as of December 31, 2017 is sufficient to fund operations and capitalrequirements well into 2019. Substantial additional financings will be needed by the Company to fund its operations, tocomplete clinical development of and to commercially develop its product candidates. There is no assurance that suchfinancing will be available when needed or on acceptable terms. The Company is subject to those risks associated with any clinical stage pharmaceutical company that has substantialexpenditures for research and development. There can be no assurance that the Company's research and development projectswill be successful, that products developed will obtain necessary regulatory approval, or that any approved product will becommercially viable. In addition, the Company operates in an environment of rapid technological change and is largelydependent on the services of its employees and consultants. 93 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED (2) Summary of Significant Accounting Policies a.Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generallyaccepted accounting principles (“GAAP”) and with the instructions to Form 10-K and Article 10 of Regulation S-X. b. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of thefinancial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differfrom such estimates. c. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts payable and accruedexpenses approximate fair value given their short‑term nature. d. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cashequivalents. As of December 31, 2017 and 2016, the Company invested a portion of its cash balances in money market fundsthat seek to maintain a stable net asset value. These investments have been included as cash equivalents on the consolidatedbalance sheets. e. Incentive and Tax Receivable The Company’s subsidiary, Zynerba Pharmaceuticals Pty Ltd (the “Subsidiary”), is incorporated in Australia. The Subsidiaryis eligible to participate in an Australian research and development tax incentive program. As part of this program, theSubsidiary is eligible to receive a cash refund from the Australian Taxation Office for a percentage of the research anddevelopment costs expended by the Subsidiary in Australia. The cash refund is available to companies with an annualaggregate revenue of less than $20.0 million (Australian) during the reimbursable period. The Company’s estimate of theamount of cash refund it expects to receive related to the Australian research and development tax incentive program isincluded in “Incentive and tax receivables” in the accompanying consolidated balance sheets. The Company’s estimate ofthe amount of cash refund it expects to receive as part of this incentive program for 2017 eligible spending throughDecember 31, 2017 was $3.8 million and was recorded as a current asset. During the year ended December 31, 2017, theCompany received $3.6 million in research and development tax incentive refunds related to qualified Australian expensesincurred during the year ended December 31, 2016. During the year ended December 31, 2016, the Company received $0.4million from the Australian Taxation Office related to 2015 eligible spending under this incentive program. In addition, the Subsidiary incurs Goods and Services Tax (“GST”) on services provided by Australian vendors. As anAustralian entity, the Subsidiary is entitled to a refund of the GST paid. The Company’s estimate of the amount of cashrefund it expects to receive related to GST incurred is included in “Incentive and tax receivables” in the accompanyingconsolidated balance sheets. As of December 31, 2017, the incentive and tax receivables included $0.2 million forrefundable GST on expenses incurred with Australian vendors during the three months ended December 31, 2017. . 94 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED f. Property and Equipment Property and equipment are recorded at cost and are depreciated on a straight‑line basis over their estimated useful lives. TheCompany estimates a life of three years for computer equipment and five years for furniture and fixtures and lab equipment,unless circumstances dictate otherwise. Leasehold improvements are amortized over the estimated useful life of the assets orthe remaining lease term at the time the asset is placed into service, whichever is shorter. Repairs and maintenance costs areexpensed as incurred. When property and equipment are sold or otherwise disposed of, the cost and related accumulateddepreciation are removed from the accounts and the resulting gain or loss is included in other expenses. During the yearended December 31, 2016, the Company recognized a loss on the disposal of equipment of $99,147, which is reflected in“Loss on disposal of equipment” on the accompanying consolidated statements of operations. g. Impairment of Long‑Lived Assets The Company assesses the recoverability of its long‑lived assets, which include property and equipment, wheneversignificant events or changes in circumstances indicate an impairment may have occurred. If indicators of an impairmentexist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determinewhether the asset’s value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of therelated asset in excess of fair value and a charge to operating results. For the years ended December 31, 2017, 2016 and 2015,the Company determined that there was no impairment of its long‑lived assets. h. Research and Development Research and development costs are expensed as incurred and are primarily comprised of external research and developmentexpenses incurred under arrangements with third parties, such as contract research organizations (“CROs”), contractmanufacturing organizations (“CMO’s”), consultants and employee related expenses including salaries and benefits. At theend of each reporting period, the Company compares the payments made to each service provider to the estimated progresstowards completion of the related project. Factors that the Company considers in preparing these estimates include thenumber of patients enrolled in studies, milestones achieved and other criteria related to the efforts of its vendors. Theseestimates will be subject to change as additional information becomes available. Depending on the timing of payments tovendors and estimated services provided, the Company will record net prepaid or accrued expenses related to these costs.Research and development expenses are recorded net of expected refunds of eligible research and development costs paid toAustralian vendors pursuant to the Australian research and development tax incentive program and GST incurred on servicesprovided by Australian vendors. i. Stock‑Based Compensation The Company measures employee and nonemployee stock‑based awards at grant‑date fair value and records compensationexpense on a straight‑line basis over the requisite service period of the award. Stock‑based awards issued to non‑employees,if any, are revalued until the award vests. The Company estimates the fair value of restricted stock based on the closing price of the Company’s common stock on thedate of grant. The Company uses the Black‑Scholes option pricing model to value its stock option awards. Estimating the fairvalue of stock option awards requires management to apply judgment and make estimates, including the volatility of theCompany’s common stock, the expected term of the Company’s stock options, the expected dividend yield and the fair valueof the Company’s common stock on the date of grant. As a result, if factors change and management uses differentassumptions, stock‑based compensation expense could be materially different for future awards. The expected term of stock options was estimated using the “simplified method,” as the Company has no historicalinformation to develop reasonable expectations about future exercise patterns and post vesting employment termination95 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED behavior for its stock option grants. The simplified method is based on the average of the vesting tranches and thecontractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for itsexpected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes witha term approximating the expected term of the option. j. Revenue Recognition Revenue related to research grants and research services for third party product development are recognized when persuasiveevidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed and determinable,and collectability is reasonably assured. Grant revenue received is deferred until the related expenditures are incurred.Revenue in 2016 and 2015 was entirely related to work performed in connection with grants received prior to 2015. k. Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basisand the tax basis of the Company’s assets and liabilities and the expected benefits of net operating loss carryforwards. Theimpact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences areexpected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred taxassets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferredtax assets will not be realized. As of December 31, 2017 and 2016, the Company has concluded that a full valuationallowance is necessary for their net deferred tax assets. The Company has no liability for unrecognized tax benefits or tax-related penalties or interest at December 31, 2017 and does not expect a significant change in the balance of unrecognizedtax benefits within the next 12 months. l. Net Loss Per Share Basic net loss per share is determined using the weighted average number of shares of common stock outstanding duringeach period. Diluted net income per share includes the effect, if any, from the potential exercise or conversion of securities,such as convertible preferred stock, restricted stock, and stock options, which would result in the issuance of incrementalshares of common stock. Basic and dilutive computations of net loss per share are the same in periods in which a net lossexists as the dilutive effects of restricted stock and stock options would be anti-dilutive. The following potentially dilutive securities outstanding as of December 31, 2017, 2016 and 2015 have been excluded fromthe computation of diluted weighted average shares outstanding, as their effects on net loss per share for the periodspresented would be anti‑dilutive: December 31, 2017 2016 2015 Stock options 2,386,538 1,808,493 1,637,399 Unvested restricted stock 108,730 253,702 398,671 2,495,268 2,062,195 2,036,070 m. Foreign Currency The Company has determined the functional currency of its Australian subsidiary to be the U.S. dollar. The Companytranslates assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date. The Companyrecords remeasurement gains and losses on monetary assets and liabilities, such as incentive and tax receivables and accountspayables, which are not in the functional currency of the operation. These remeasurement gains and losses are recorded in theconsolidated statement of operations as they occur. 96 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED n. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available forevaluation by the chief operating decision maker, or decision‑making group, in deciding how to allocate resources and inassessing performance. The Company views its operations and manages its business in one segment. o. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2016-02, Leases, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset andliability. The pronouncement is effective for interim and annual periods beginning after December 15, 2018 with earlyadoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidatedfinancial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which isintended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement iseffective for interim and annual periods beginning after December 31, 2016. The adoption of the guidance in ASU No. 2016-09 in the first quarter of 2017 did not have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, whichprovides specific guidance related to eight cash flow classification issues. The pronouncement is effective for interim andannual periods beginning after December 15, 2017 with early adoption permitted. The adoption of this guidance is notexpected to have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which requires changes in restricted cash andrestricted cash equivalents to be explained on the statement of cash flows by including restricted cash and restricted cashequivalents in the beginning-of-period and end-of-period total cash and cash equivalents shown on the statement of cashflows. The pronouncement is effective for interim and annual periods beginning after December 15, 2017 with early adoptionpermitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financialstatements. (3) Fair Value Measurements The Company measures certain assets and liabilities at fair value in accordance with Accounting StandardsCodification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would bereceived to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants atthe measurement date. The guidance in ASC 820 outlines a valuation framework and creates a fair value hierarchy that servesto increase the consistency and comparability of fair value measurements and the related disclosures. In determining fairvalue, the Company maximizes the use of quoted prices and observable inputs. Observable inputs are inputs that marketparticipants would use in pricing the asset or liability based on market data obtained from independent sources. The fairvalue hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3 — Valuations based on unobservable inputs and models that are supported by little or no market activity. 97 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED In accordance with the fair value hierarchy described above, the following table sets forth the Company's financial assetsmeasured at fair value on a recurring basis: Fair Value Measurement Carrying amount as of December 31, 2017 as of December 31,2017 Level 1 Level 2 Level 3 Cash equivalents (money marketaccounts) $61,133,457 $61,133,457 $ — $ — Certificate of deposit (included inprepaid expenses and other currentassets) 20,171 20,171 — — $61,153,628 $61,153,628 $ — $ — Fair Value Measurement Carrying amount as of December 31, 2016 as of December 31,2016 Level 1 Level 2 Level 3 Cash equivalents (money marketaccounts) $30,485,212 $30,485,212 $ — $ — Certificate of deposit (included inprepaid expenses and other currentassets) 20,000 20,000 — — $30,505,212 $30,505,212 $ — $ — (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2017 and 2016: December 31, December 31, 2017 2016 Prepaid development expenses $907,028 $1,473,402 Prepaid insurance 355,838 321,463 Deferred financing costs 240,439 — Other current assets 230,396 36,093 Total prepaid expenses and other current assets $1,733,701 $1,830,958 (5) Property and Equipment Property and equipment consisted of the following as of December 31, 2017 and 2016: Estimated useful life December 31, December 31, (in years) 2017 2016 Equipment 2-5 $85,417 $85,417 Computer equipment 3-5 30,319 27,111 Furniture and fixtures 3-5 199,016 99,731 Leasehold improvements various 12,863 — Total cost 327,615 212,259 Less accumulated depreciation (163,088) (68,877) Property and equipment, net $164,527 $143,382 98 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED Depreciation expense was $94,211, $75,301 and $26,027 for the years ended December 31, 2017, 2016 and 2015respectively. (6) Accrued Expenses Accrued expenses consisted of the following as of December 31, 2017 and 2016: December 31, December 31, 2017 2016 Accrued compensation $1,503,615 $1,349,108 Accrued research and development 2,059,536 2,628,681 Other 352,340 307,118 Total accrued expenses $3,915,491 $4,284,907 (7) Stockholders’ Equity (Deficit) Preferred Stock The Company’s board of directors are authorized to issue up to 10.0 million shares of preferred stock, with any rights,preferences and privileges as it may designate. As of December 31, 2017, no shares of preferred stock were issued. Common Stock Transactions In August 2015, the Company completed its IPO, selling 3,450,000 shares at an offering price of $14.00 per share, resultingin gross proceeds of $48.3 million. Net proceeds received after underwriting fees and offering expenses were approximately$42.1 million. During the year ended December 31, 2016, the Company entered into the 2016 Sales Agreement with Jefferies pursuant towhich the Company sold and issued 794,906 shares of common stock in the open market at a weighted average selling priceof $13.39 per share, for gross proceeds of $10.6 million. Net proceeds received after deducting commissions and offeringexpenses were $10.0 million. In the first quarter of 2017, the Company completed an additional follow-on public offering, selling 3,220,000 shares at anoffering price of $18.00 per share resulting in gross proceeds of $58.0 million. Net proceeds received after deductingunderwriting and commissions and offering expenses were $54.2 million. On June 9, 2017, the Company terminated the 2016 Sales Agreement and entered into the Sales Agreement with Jefferiespursuant to which the Company may sell, from time to time, up to $50.0 million of its common stock. During 2017, theCompany sold and issued 296,594 shares of common stock in the open market at a weighted average selling price of $10.74per share, for gross proceeds of $3.2 million. Net proceeds after deducting commissions and offering expenses were $3.0million. Series 1 Convertible Preferred Stock During 2014, the Company issued an aggregate of 6,244,051 shares of Series 1 convertible preferred stock for net proceeds of$12,925,034. All Series 1 preferred shares were converted into 3,704,215 shares of common stock in connection with theCompany’s August 2015 IPO. 99 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED (8) Stock-Based Compensation The Company maintains the Amended and Restated 2014 Omnibus Incentive Compensation Plan, as amended (the “2014Plan”), which allows for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, stockawards, stock units, performance units and other stock‑based awards to employees, officers, non-employee directors,consultants, and advisors. In addition, the 2014 Plan provides selected executive employees with the opportunity to receivebonus awards that are considered qualified performance‑based compensation. Beginning on January 1, 2017, the 2014 Planis subject to automatic annual increases in the number of shares authorized for issuance under the 2014 Plan on the firsttrading day of January each year equal to the lesser of 1.5 million shares or 10% of the number of shares of common stockoutstanding on the last trading day of December of the preceding year. As of January 1, 2018, the number of shares ofcommon stock that may be issued under the 2014 Plan was automatically increased by 1,355,387 shares, increasing thenumber of shares of common stock available for issuance under the 2014 Plan to 4,804,869 shares. As of December 31, 2017,574,651 shares were available for issuance under the 2014 Plan. Options issued under the 2014 Plan have a contractual life of 10 years and may be exercisable in cash or as otherwisedetermined by the board of directors. The Company has granted options to employees and non‑employee directors. After theCompany’s IPO, stock options granted to employees vest 25% upon the first anniversary of the grant date and the balance ofunvested options vests in quarterly installments over the remaining three years. Stock options granted annually to non-employee directors vest on the earlier of the one-year anniversary of the grant date, or the date of the Company’s next annualstockholders’ meeting that occurs after the grant date. Effective April 1, 2017, the Company revised its non-employeedirector compensation policy to enable directors to receive stock options in lieu of quarterly cash payments. Any optiongranted to the directors in lieu of cash compensation vests in full on the date of grant. During the years ended December 31, 2017, 2016 and 2015, the Company recorded $5,646,852, $3,269,366 and $1,600,625,respectively, in stock-based compensation expense related to its stock option grants and restricted stock awards, as follows: Stock Option Grants Restricted stock awards Year Ended December 31, Year Ended December 31, 2017 2016 2015 2017 2016 2015Research and development $2,127,386 $1,137,639 $403,395 $157,480 $143,469 $142,506General and administrative 3,279,626 1,891,887 860,281 82,360 96,371 194,443 $5,407,012 $3,029,526 $1,263,676 $ 239,840 $239,840 $336,949 The following table summarizes the Company’s stock option activity: Weighted- Weighted- Average Average Aggregate Number Exercise Contractual Intrinsic of Shares Price Life (inYears) ValueOutstanding, December 31, 2015 1,637,399 $10.49 Granted under the 2014 Plan 135,000 $8.99 Granted as an inducement grant (1) 150,000 $10.23 Forfeited (113,906) $12.67 Outstanding as of December 31, 2016 1,808,493 $10.22 Granted 639,599 $19.01 Exercised (42,454) $10.24 Forfeited (19,100) $15.48 Outstanding as of December 31, 2017 2,386,538 $12.53 7.94 $5,495,139Exercisable as of December 31, 2017 1,173,507 $9.64 7.44 $4,337,541Vested and expected to vest as of December 31, 2017 2,386,538 $12.53 100 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED (1)Stock options were granted as an inducement grant pursuant to NASDAQ Listing Rule 5635(c)(4) and are outside ofthe 2014 Plan. The weighted-average grant date fair value of options granted during the years ended December 31, 2017, 2016 and 2015was $12.95, $6.48 and $9.13, respectively. The fair values of stock options granted were calculated using the Black-Scholes option pricing model with the followingweighted-average assumptions: Year ended December 31, 2017 2016 2015Weighted-average risk-free interest rate 2.11% 1.54% 1.83%Expected term of options (in years) 6.12 6.01 6.19Expected stock price volatility 77.00% 77.00% 76.93%Expected dividend yield 0% 0% 0% Due to the stage of the Company and its IPO in August 2015, the Company currently computes volatility using a basket ofpeer companies rather than its own historical experience. As of December 31, 2017, there was $9.9 million of unrecognized stock-based compensation expense related to stockoptions, which is expected to be recognized over a weighted-average period of 2.47 years. The following table summarizes the restricted stock award activity under the 2014 Plan: Weighted Average GrantDate Shares Fair Value Unvested as of December 31, 2015 398,671 $1.65 Vested (144,969) $1.65 Unvested as of December 31, 2016 253,702 $1.65 Vested (144,972) $1.65 Unvested as of December 31, 2017 108,730 $1.65 As of December 31, 2017, there was $0.1 million of unrecognized stock-based compensation expense related to unvestedrestricted stock awards as of December 31, 2017, which is expected to be recognized over a weighted-average period of 0.59years, and the Company expects all 108,730 unvested restricted stock awards to vest. 101 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED (9) Income Taxes The Company’s U.S. and foreign loss before income taxes are set forth below: Year ended December 31, 2017 2016 2015 United States $(27,051,148) $(18,803,227) $(12,145,964) Foreign (4,961,156) (4,612,823) (377,843) Total$(32,012,304)$(23,416,050)$(12,523,807) The Company had $56.8 million and $36.5 million of federal net operating loss carryforwards and $1.7 million and $1.3million of research tax credit carryforwards as of December 31, 2017 and 2016, respectively. The U.S. federal net operatingloss carryforwards and research tax credit carryforwards begin to expire in 2028 and 2027, respectively. The Company has$57.1 million and $34.4 million of state net operating loss carryforwards as of December 31, 2017 and 2016, respectively.The state net operating loss carryforwards begin to expire in 2028 and 2027, respectively. As of December 31, 2017, theCompany had $0.4 million of Australia net operating loss carryforwards, which have an indefinite life. The Tax Reform Act of 1986 (the Act) provides for limitation on the use of net operating loss and research and developmenttax credit carryforwards following certain ownership changes (as defined by the Act) that could limit the Company’s abilityto utilize these carryforwards. The Company may have experienced various ownership changes, as defined by the Act, as aresult of past financings. Accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited.Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes; therefore, theCompany may not be able to take full advantage of these carryforwards for federal income tax purposes. The components of the net deferred income tax asset as of December 31, 2017 and 2016 are as follows: December 31,2017 December 31,2016 Deferred tax assets: Net operating loss carry-forwards $16,130,487 $14,877,358 Research and development credit carry-forwards 1,739,824 1,337,748 Stock-based compensation 2,675,304 1,576,280 Other 259,241 43,004 Gross deferred tax assets 20,804,856 17,834,390 Deferred tax liabilities: Accumulated depreciation (29,060) (21,632) Gross deferred tax liabilities (29,060) (21,632) Less valuation allowance (20,775,796) (17,812,758) Net deferred tax asset $ — $ — The 2017 Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, has resulted in significant changes to theU.S. corporate income tax system. These changes include a federal statutory rate reduction from 34% to 21%, the eliminationor reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executivecompensation. The 2017 Tax Cuts and Jobs Act also transitions international taxation from a worldwide system to a modifiedterritorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjectingcertain earnings of our foreign subsidiaries to U.S. taxation as global intangible low-taxed income (GILTI). These changes areeffective beginning in 2018. The 2017 Tax Cuts and Jobs Act also includes a one-time mandatory deemed repatriation tax onaccumulated foreign subsidiaries' previously untaxed foreign earnings. 102 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED On December 22, 2017, the SEC staff issued Staff Accounting Bulletin, or SAB, No. 118 to address the application of U.S.GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (includingcomputations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and JobsAct. The Company has recognized the provisional tax impacts related to the revaluation of the deferred tax assets andliabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. Theultimate impact may differ from these provisional amounts due to, among other things, additional analysis, changes ininterpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions theCompany may take as a result of the Tax Cuts and Jobs Act. The accounting is expected to be complete when the 2017 U.S.corporate income tax return is filed in 2018. In regard to the change in the federal tax rate as it relates to the Company’sdeferred tax assets and liabilities, the Company decreased deferred tax assets by $8.7 million along with a correspondingoffset against the valuation allowance for these deferred tax assets. In assessing the realizability of deferred tax assets, the Company considers whether it is more‑likely‑than‑not that someportion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent uponthe generation of future taxable income during the periods in which the temporary differences representing net futuredeductible amounts become deductible. After consideration of all the evidence, both positive and negative, the Companyhas recorded a full valuation allowance against its net deferred tax assets as of December 31, 2017 and 2016, respectively,because the Company has determined that is it more likely than not that these assets will not be fully realized due to historicnet operating losses incurred. The valuation allowance increased by $3.0 million and $9.5 million during the years endedDecember 31, 2017 and 2016, respectively, due primarily to the generation of net operating loss carryforwards during thoseyears. The Company does not have unrecognized tax benefits as of December 31, 2017 and 2016, respectively. The Companyrecognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in thefinancial statements is as follows: Year ended December 31, 2017 2016 2015 Federal income tax benefit at statutory rate 34.0% 34.0% 34.0%State income tax, net of federal benefit 6.5% 7.8% 2.9%Foreign tax rate differential —%(0.2)%(0.1)%Nondeductible research and development expenses (5.1)%(4.7)%(1.1)%Other permanent differences (0.1)% —% (0.1)%Research and development credit benefit 1.3% 3.9% 2.0%Rate change from 2017 Tax Cuts and Jobs Act (27.3)% —% —%Change in valuation allowance (9.3)% (40.7)% (37.8)%Effective income tax rate —% 0.1% (0.2)% The Company and its subsidiaries are subject to income taxes in the U.S. federal jurisdiction, various state jurisdictions andAustralia. The Company’s 2012 to 2017 tax years remain open and subject to examination. (10) Commitments and Contingencies a.Federal Grants There was no grant revenue received during the years ended December 31, 2017, 2016 and 2015. Previous grants receivedwere recorded as deferred revenue and recognized as revenue as the designated preclinical study progressed and amountswere earned. 103 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED As of December 31, 2017 and 2016, there was $0.2 million and $0.8 million, respectively, included in deferred grant revenueand prepaid expenses and other current assets, and, as of December 31, 2017, there was $0.7 million included in deferredgrant revenue, long-term and other assets for prepaid research and development contracts related to the federal grant“ARRA — Transdermal Cannabinoid Prodrug Treatment for Cannabis Withdrawal and Dependence.” b.Employee Retirement Plan The Company has established a retirement plan authorized by section 401(k) of the Internal Revenue Code. In accordancewith the plan, all full-time employees age 21 or older are eligible to participate in the plan. Each employee can contribute apercentage of compensation up to a maximum of the statutory limits per year. The Company has the option to makediscretionary matching contributions and profit sharing contributions. The Company made no contributions during 2017,2016 or 2015. c.Leases The Company has entered into lease agreements for office space in Pennsylvania and Kentucky. In February 2015, theCompany entered into the current lease for its Pennsylvania headquarters, which commenced in June 2015. In December2016, the Company entered into a lease amendment that provided for the expansion of its Pennsylvania headquarters, whichcommenced in February 2017. The lease, as amended, expires in 2020 and provides for minimum lease commitments of$200,082, $203,755 and $85,535 for the years ended December 31, 2018, 2019 and 2020, respectively. Total lease expense during the years ended December 31, 2017, 2016 and 2015 was $189,775, $101,609 and $77,192,respectively. On February 9, 2018, we entered into an additional lease amendment for 3,532 square feet of office space which we plan tooccupy in the second quarter of 2018. The lease amendment expires on May 31, 2020. d.Employment Agreements The Company has entered into employment contracts with its officers and certain employees that provide for severance andcontinuation of benefits in the event of termination of employment either by the Company without cause or by the employeefor good reason, both as defined in the agreements. In addition, in the event of termination of employment following achange in control, as defined in the employment contracts, either by the Company without cause or by the employee forgood reason, any unvested portion of the employee’s stock options become immediately vested. e.Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recordedwhen it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company believesthere are no matters pending or threatened that will have a material impact to the Company’s financial position or results ofoperations. (11) Related Party Transactions Pursuant to a termination agreement with an investor, the Company paid the investor $500,000 prior to the closing of theCompany’s August 2015 IPO, and thereby terminated certain existing agreements with the investor. 104 Table of ContentsZYNERBA PHARMACEUTICALS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–CONTINUED (12) Quarterly Financial Data (unaudited) The following information has been derived from unaudited consolidated financial statements that, in the opinion ofmanagement, include all recurring adjustments necessary for a fair statement of such information. 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ — $ — $ — $ — Operating expenses: Research and development 5,491,455 5,732,797 5,753,764 5,828,091 General and administrative 2,211,793 2,632,857 2,795,839 2,376,413 Total operating expenses 7,703,248 8,365,654 8,549,603 8,204,504 Loss from operations (7,703,248) (8,365,654) (8,549,603) (8,204,504) Other income (expense): Interest income (expense), net 76,885 124,535 161,930 156,204 Foreign exchange gain (loss) 367,342 (82,360) 76,468 (70,299) Total other income (expense) 444,227 42,175 238,398 85,905 Net loss $(7,259,021) $(8,323,479) $(8,311,205) $(8,118,599) Net loss per share basic and diluted $(0.60) $(0.64) $(0.63) $(0.60) Basic and diluted weighted average shares outstanding 12,067,453 13,052,294 13,098,914 13,423,669 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $7,250 $ — $ — $ — Operating expenses: Research and development 2,568,989 4,807,177 4,504,097 4,904,363 General and administrative 1,680,130 1,476,357 1,493,461 1,780,304 Total operating expenses 4,249,119 6,283,534 5,997,558 6,684,667 Loss from operations (4,241,869) (6,283,534) (5,997,558) (6,684,667) Other income (expense): Interest income (expense), net 12,377 18,118 22,747 26,980 Foreign exchange loss (23,148) (20,250) (6,270) (139,829) Loss on disposal of equipment — — — (99,147) Total other income (expense) (10,771) (2,132) 16,477 (211,996) Loss before income taxes (4,252,640) (6,285,666) (5,981,081) (6,896,663) Income tax expense (benefit) 28,734 (56,277) — — Net loss $(4,281,374) $(6,229,389) $(5,981,081) $(6,896,663) Net loss per share basic and diluted $(0.49) $(0.70) $(0.67) $(0.71) Basic and diluted weighted average shares outstanding 8,823,951 8,860,592 8,912,508 9,678,924 The sum of the quarterly per share amounts may not equal per share amounts reported for the year due to rounding. 105 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated theeffectiveness of our disclosure controls and procedures as of December 31, 2017. The term “disclosure controls andprocedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of acompany that are designed to ensure that information required to be disclosed by a company in the reports that it files orsubmits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in therules and forms, promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information required to be disclosed by a company in the reports that it files or submitsunder the Exchange Act is accumulated and communicated to the company’s management, including its principal executiveand principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Managementrecognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonableassurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefitrelationship of possible controls and procedures. Based on the evaluation of the effectiveness of the design and operation ofour disclosure controls and procedures as of December 31, 2017, our Chief Executive Officer and Chief Financial Officerconcluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s annual report on internal control over financial reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internalcontrol over financial reporting is a process designed to provide reasonable assurance of the reliability of financial reportingand of the preparation of financial statements for external reporting purposes, in accordance with U.S. generally acceptedaccounting principles. Internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflect transactions and disposition of assets; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generallyaccepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorizationof its management and directors; and (3) provide reasonable assurance regarding the prevention or timely detection ofunauthorized acquisition, use, or disposition of our assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree of compliance with the policies and procedures included insuch controls may deteriorate. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. Inmaking this assessment, management used the criteria established by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) in Internal Control – Integrated Framework (2013). These criteria are in the areas of controlenvironment, risk assessment, control activities, information and communication, and monitoring. Management’s assessmentincluded extensive documentation, evaluating and testing the design and operating effectiveness of its internal controls overfinancial reporting. Based on the Management’s processes and assessment, as described above, management has concluded that, as of December31, 2017, our internal control over financial reporting was effective. 106 Table of ContentsChanges in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that hasmaterially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to the material under the captions “Board ofDirectors, Executive Officers and Corporate Governance,” and “Security Ownership of Certain Beneficial Owners andManagement – Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for the 2018 annualmeeting of stockholders to be filed no later than 120 days after the end of our fiscal year ended December 31, 2017 (the“2018 Proxy Statement”). Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the material under the captions “Board ofDirectors, Executive Officers and Corporate Governance,” “Director Compensation” and “Executive Compensation” in our2018 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table contains information about our equity compensation plans as of December 31, 2017. Equity Compensation Plan Information Number ofsecurities Number of Weighted- remainingavailable securities to average for future issuance be issuedupon exercise under equity exercise of price of compensationplans outstanding outstanding (excludingsecurities Plan Category options options reflected incolumn (a)) Equity compensation plans approved by security holders 2,236,538 12.69 574,651 Equity compensation plans not approved by security holders 150,000(1)10.23 —(2) Total 2,386,538 12.53 574,651 (1)Reflects option grants that were “inducement grants” as defined in NASDAQ Listing Rule 5635(c)(4).(2)Our board of directors has not established any specific number of shares that could be issued without shareholderapproval. Inducement grants to new key employees are determined on a case-by-case basis. Other than possibleinducement grants, we expect that all equity awards will be made under stockholder-approved plan. Please see note (8) to our audited financial statements for a description of our Amended and Restated 2014 OmnibusIncentive Compensation Plan. The other information required by this item is incorporated herein by reference to the material under the caption “SecurityOwnership of Certain Beneficial Owners and Management” in our 2018 Proxy Statement. 107 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the material under the captions “CertainRelationships and Related Party Transactions,” “Board of Directors, Executive Officers and Corporate Governance – Policiesand Procedures for Related Party Transactions” and “Board of Directors, Executive Officers and Corporate Governance – OurBoard” in our 2018 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference to the material under the captions “IndependentAuditors and Related Fees” in our 2018 Proxy Statement. PART IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements. The Consolidated Financial Statements and related Notes thereto as set forth under Item 8 of this Report areincorporated herein by reference. (a)(2) Financial Statement Schedules. No financial statement schedules are provided because the information called for is not required or is shown either inthe financial statements or the notes thereto. (a)(3) Exhibits: The following exhibits are filed with this report or incorporated by reference: 108 Table of ContentsExhibitNo.Exhibit Description3.1Sixth Amended and Restated Certificate of Incorporation of Zynerba Pharmaceuticals, Inc., effective August 10,2015. Incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No.001-37526) filed on August 10, 2015.3.2Amended and Restated By-laws of Zynerba Pharmaceuticals, Inc., effective August 10, 2015. Incorporatedherein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K (File No. 001-37526) filed onAugust 10, 2015.4.1Form of Common Stock Certificate. Incorporated herein by reference to Exhibit 4.1 to the registrant’sRegistration Statement on Form S-1/A (File No. 333-205355) filed on July 31, 2015.10.1(A)+Employment Agreement, dated September 4, 2014, by and between the registrant and Armando Anido.Incorporated herein by reference to Exhibit 10.2(A) to the registrant’s Registration Statement on Form S-1 (FileNo. 333-205355) filed on June 30, 2015.10.1(B)+Amendment to the Employment Agreement, dated October 2, 2014, by and between the registrant and ArmandoAnido. Incorporated herein by reference to Exhibit 10.2(B) to the registrant’s Registration Statement on Form S-1 (File No. 333-205355) filed on June 30, 2015.10.2+Employment Agreement, dated October 2, 2014, by and between the registrant and Terri B. Sebree.Incorporated herein by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1 (File No.333-205355) filed on June 30, 2015.10.3+Employment Agreement, dated October 2, 2014, by and between the registrant and Suzanne M. Hanlon.Incorporated herein by reference to Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 (File No.333-205355) filed on June 30, 2015.10.4+Separation Agreement, dated August 10, 2016, between and among the registrant and Richard A. Baron.Incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2016 (File No. 001-37526) filed on November 14, 2016.10.5+Employment Agreement, dated August 11, 2016, by and between the registrant and James E. Fickenscher.Incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2016 (File No. 001-37526) filed on November 14, 2016.10.6+Employment Agreement, dated January 18, 2017, by and between the registrant and Brian Rosenberger.Incorporated herein by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-K for the yearended December 31, 2016 (File No. 001-3756) filed on March 27, 2017.10.7Grant no. 5RC2DA028984-02 dated September 17, 2010, from the National Institutes of Health to theregistrant. Incorporated herein by reference to Exhibit 10.13 to the registrant’s Registration Statement on FormS-1 (File No. 333-205355) filed on June 30, 2015.10.8Grant no. 1R43DA032161-01 dated July 14, 2011, from the National Institutes of Health to the registrant.Incorporated herein by reference to Exhibit 10.14 to the registrant’s Registration Statement on Form S-1 (FileNo. 333-205355) filed on June 30, 2015.10.9Grant no. 1RC2DA028984-01 dated September 30, 2009, from the National Institutes of Health to theregistrant. Incorporated herein by reference to Exhibit 10.15 to the registrant’s Registration Statement on FormS-1 (File No. 333-205355) filed on June 30, 2015.10.10Grant no. 1RC2DA028984-01, revised award letter dated June 9, 2011, from the National Institutes of Health tothe registrant. Incorporated herein by reference to Exhibit 10.16 to the registrant’s Registration Statement onForm S-1 (File No. 333-205355) filed on June 30, 2015.10.11(A)+Amended and Restated 2014 Omnibus Incentive Compensation Plan. Incorporated herein by reference toExhibit 10.19(A) to the registrant’s Registration Statement on Form S-1 (File No. 333-205355) filed on June 30,2015.10.11(B)+Form of Amendment to Amended and Restated 2014 Omnibus Incentive Compensation Plan. Incorporatedherein by reference to Exhibit 10.19(B) to the registrant’s Registration Statement on Form S-1/A (File No. 333-205355) filed on July 23, 2015.109 Table of Contents10.11(C)+Form of Incentive Stock Option Grant under Amended and Restated 2014 Omnibus Incentive CompensationPlan. Incorporated herein by reference to Exhibit 10.19(C) to the registrant’s Registration Statement on Form S-1 (File No. 333-205355) filed on June 30, 2015.10.11(D)+Form of Nonqualified Stock Option Grant under Amended and Restated 2014 Omnibus IncentiveCompensation Plan. Incorporated herein by reference to Exhibit 10.19(D) to the registrant’s RegistrationStatement on Form S-1 (File No. 333-205355) filed on June 30, 2015.10.11(E)+Form of Restricted Stock Grant Agreement under Amended and Restated 2014 Omnibus IncentiveCompensation Plan. Incorporated herein by reference to Exhibit 10.19(E) to the registrant’s RegistrationStatement on Form S-1 (File No. 333-205355) filed on June 30, 2015.10.12+Form of Award Agreement for Inducement Awards. Incorporated herein by reference to Exhibit 10.17 to theregistrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-3756) filed onMarch 27, 2017.10.13+Zynerba Pharmaceuticals, Inc. Non-Employee Director Compensation Policy. Incorporated herein by referenceto Exhibit 10.18 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (FileNo. 001-3756) filed on March 27, 2017.10.14+Form of Indemnification Agreement for directors and officers. Incorporated herein by reference to Exhibit 10.20to the registrant’s Registration Statement on Form S-1/A (File No. 333-205355) filed on July 23, 2015.10.15Grant no. 5RC2DA028984-02, revised award letter dated May 9, 2012, from the National Institutes of Health tothe registrant. Incorporated herein by reference to Exhibit 10.24 to the registrant’s Registration Statement onForm S-1 (File No. 333-205355) filed on June 30, 2015.10.16Lease Agreement dated February 12, 2015 by and between Provco Devon, L.L.C. and the registrant.Incorporated herein by reference to Exhibit 10.26 to the registrant’s Registration Statement on Form S-1 (FileNo. 333-205355) filed on June 30, 2015.10.17Lease Amendment dated December 1, 2016, by and between Provco Devon, L.L.C. and the registrant.Incorporated herein by reference to Exhibit 10.26 to the registrant’s Annual Report on Form 10-K for the yearended December 31, 2016 (File No. 001-3756) filed on March 27, 2017.10.18Open Market Sale Agreement, dated June 9, 2017, by and between Jefferies LLC and the registrant.Incorporated herein by reference to Exhibit 1.2 to the registrant’s Registration Statement on Form S-3 (File No.333-218638) filed on June 9, 2017.10.19Lease amendment dated February 9, 2018, by and between Provco Devon, L.L.C. and the registrant (filedherewith)21.1List of subsidiaries of the registrant (filed herewith).23.1Consent of independent registered public accounting firm (filed herewith).31.1Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith).31.2Certifying Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith).32.1Certifying Statement of the Chief Executive Officer pursuant to Section 1350 of Title 18 of the United StatesCode (furnished herewith).32.2Certifying Statement of the Chief Financial Officer pursuant to Section 1350 of Title 18 of the United StatesCode (furnished herewith).101 INSXBRL Instance Document (filed herewith).101 SCHXBRL Taxonomy Extension Schema Document (filed herewith).101 CALXBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).101 DEFXBRL Taxonomy Extension Definition Linkbase Document (filed herewith). 101 LABXBRL Taxonomy Extension Label Linkbase Document (filed herewith).101 PREXBRL Taxonomy Extension Presentation Linkbase Document (filed herewith). 110 Table of ContentsItem 16. Form 10-K Summary None. 111 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 12, 2018 ZYNERBA PHARMACEUTICALS, INC. By: /s/ Armando Anido Armando Anido Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Armando Anido Armando AnidoChairman and Chief Executive Officer(Principal Executive Officer)March 12, 2018/s/ James E. Fickenscher James E. FickenscherChief Financial Officer(Principal Financial and Accounting Officer)March 12, 2018/s/ Warren D. Cooper, MB, BS, BSc, MFPM Warren D. Cooper, MB, BS, BSc, MFPMDirectorMarch 12, 2018/s/ William J. Federici William J. FedericiDirectorMarch 12, 2018/s/ Thomas L. Harrison, LH.D Thomas L. Harrison, LH.DDirectorMarch 12, 2018/s/ Daniel L. Kisner, MD Daniel L. Kisner, MDDirectorMarch 12, 2018 /s/ Kenneth I. Moch Kenneth I. MochDirectorMarch 12, 2018 112Exhibit 10.19LEASE AMENDMENT #2THIS LEASE AMENDMENT #2 (“Amendment #2”) is entered into as of the 9th day of February 2018, by and betweenPROVCO DEVON, L.L.C., a Pennsylvania limited liability company (hereinafter called the “Landlord”), and ZYNERBAPHARMACEUTICALS, INC. a Delaware corporation (hereinafter referred to as “Tenant”). The following statements are a materialpart of the Amendment:WITNESSETH:WHEREAS, Landlord and Tenant entered into a written Lease Agreement (the “Lease”) dated February 12, 2015 for thatcertain premises in known as Suite 300, The World Activity Building, 80 West Lancaster Avenue, Devon, PA 19333 (the “OriginalPremises”);WHEREAS, on or about December 1, 2016, the parties amended the Lease (“Amendment #1”) expanding the size of thePremises;WHEREAS, Landlord and Tenant desire to further expand the Premises and seek to amend the Lease as hereinafterprovided;NOW, THEREFORE, in consideration of the mutual agreements, covenants and representations herein contained and thosecontained in the Lease and in reliance thereon, the parties intending to be legally bound hereby mutually agree as follows:1.   Tenant hereby agrees to lease 3,532 additional rentable square feet (hereinafter the “Additional ExpansionSpace”) as depicted in Exhibit “A”.2.   This Additional Expansion Space shall increase the total leased premises from 7,345 rentable square feet (6,387usable square feet) (the “Original Premises”) to 10,877 rentable square feet (9,458 usable square feet).3.   The first sentence of Paragraph #1 of the Lease (previously amended in Amendment #1) shall be deleted and in itsplace inserted:Premises. The Landlord does hereby lease to the Tenant and the Tenant does hereby lease from the Landlord,the following described premises (collectively, the “Premises”): that portion of the third floor of the building known as,Suite 300, The World Activity Building at 80 West Lancaster Avenue, Devon, Chester County, PA (the “Building”), asdepicted on the plan prepared by 3GHC Architects, attached hereto as Exhibit “A” and incorporated herein (the “SpacePlan”), consisting of approximately 10,877 rentable square feet (including the floor load factor of 15%) and approximately9,458 usable square feet (excluding the floor load factor of 15%), together with the right of free and uninterrupted access incommon with other tenants in the Building and their employees and invitees within the Building and the grounds adjacentthereto (collectively, the “Property”). An exhibit to this Amendment #2 is attached hereto, made a part hereof, and markedas Exhibit “A”.4.   A paragraph 2(b) shall be inserted after Paragraph 2(a) as follows:2(b)   Additional Expansion Space Term. This term of the Additional Expansion Space shall commenceon the date Landlord tenders possession of the Additional Expansion Space to Tenant following the completion ofLandlord’s Additional Expansion Work (as hereinafter defined) (the “Additional Expansion Space Commencement Date”),and shall end at the end of the Term defined in Paragraph 2 of the Lease. Tenant shall have the right of access to theAdditional Expansion Space in a manner coordinated by Landlord to the greatest extent reasonably possible prior to theAdditional Expansion Space Commencement Date, such access to be limited to access which does not interfere withLandlord’s Additional Expansion Work for Tenant’s construction, wiring and installation of furniture, fixtures, furnishingsand equipment, provided, that all terms of the Lease shall apply to Tenant’s access, except for the payment of theAdditional Expansion Space Rent (as defined below) or additional rent. A supplement to this Amendment #2 is attachedhereto, made a part hereof, and marked as Exhibit “B”, containing blanks for the Additional Expansion SpaceCommencement Date. The parties hereto agree that after the Additional Expansion Space Commencement Date becomescertain, as provided herein, they will complete and execute said supplement to reflect the date. 5.   A Paragraph 4(c) shall be inserted after Paragraph 4(b) as follows:4(c).   Additional Expansion Space Rent. In addition to the rent to be paid in Paragraph 4(a) and 4(b) ofthe Lease, the Tenant agrees to pay rent on the Additional Expansion Space beginning on the Additional Expansion SpaceCommencement Date, in the amount of $8,241.33 per month (equal to $28.00 per rentable square foot) in advance, andthereafter due on the 1 day of each month, provided the Additional Expansion Space Rent for any initial partial monthperiod shall be apportioned on a per diem basis and shall be due five (5) days after the Additional Expansion SpaceCommencement Date. On the following dates, the Additional Expansion Space Rent shall be increased as follows:Lease Year Base Rent PerRentable Square Foot Annual Base Rent Monthly Payment June 1, 2018-May 31, 2019 $28.50 $100,662.00 $8,388.50June 1, 2019-May 31, 2020 $29.00 $102,428.00 $8,535.676.   The Rent for the Original Premises and the first expansion shall remain as set forth in the Lease and Amendment#1.7.   Landlord shall complete the alterations and improvements (the “Landlord’s Additional Expansion Work”) asdescribed in the Work Letter attached hereto as Exhibit “C” and incorporated herein and shall use its best efforts to SubstantiallyComplete (as defined below) Landlord’s Additional Expansion Work on or before April 15, 2018 (the “Target Date”). The cost ofLandlord’s Additional Expansion Work shall be divided as set forth in the Exhibit “D”. Tenant shall pay its portion of Landlord’sAdditional Expansion Work within fifteen (15) days of the Additional Expansion Space Commencement Date. Any additional costsrelated solely to Tenant’s request for change orders outside the scope of Landlord’s Additional Expansion Work as described inExhibit C shall be paid solely by Tenant. Additional costs arising in connection with the alterations and improvements set forth inthe Work Letter shall be apportioned between Landlord and Tenant on the same basis as each of such alterations and improvementsare set forth in Exhibit “D”. In no instance shall Landlord be responsible to perform any voice/data cabling, or IT security work.The Landlord shall tender the Additional Expansion Space to Tenant following the Substantial Completion of Landlord’sAdditional Expansion Work. Landlord’s Additional Expansion Work shall be considered substantially completewhen all improvements described on Exhibit “C” have been completed except for (i) minor items of finishing and construction that do not materially interfere with Tenant’s use of theAdditional Expansion Space and (ii) items not then completed because of delays by Tenant or because of requestsby Tenant for changes or additions to the plans and specifications attached hereto as Exhibit “C” (“Substantially Complete”).8.   Exhibit “C” to the Lease, Paragraph 4 shall be changed to the following”4.   “Tenant’s Proportionate Share” shall equal the total rentable square feet in the Premises (which is10,877) divided by the total rentable square feet in the World Activity Building (which is 54,405) at thepresent time.9.   Except as modified herein, the parties hereto agree that all the terms and conditions of the Lease, and Amendmentshall remain in full force and effect and are hereby ratified and confirmed including that the Landlord May Confess Judgment asfollows:CONFESSION OF JUDGMENT.THE FOLLOWING PARAGRAPHS SET FORTH WARRANTS OF AUTHORITY FOR AN ATTORNEY TO CONFESSJUDGMENT AGAINST TENANT, IN GRANTING THIS RIGHT TO CONFESS JUDGMENT AGAINST TENANT, TENANTHEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY AND, ON THE ADVICE OF THESEPARATE COUNSEL OF TENANT, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAD OR MAYHAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS ANDLAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.2 st(i)   CONFESSIONS OF JUDGMENT/EJECTMENT. TENANT HEREBY KNOWINGLY,INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY AGREES THAT, IN THE EVENT THAT, AND WHEN THISLEASE SHALL BE DETERMINED BY TERM, COVENANT, LIMITATION OR CONDITION BROKEN, AS AFORESAID,DURING THE TERM, AND ALSO WHEN AND AS SOON AS THE TERM, AS SAME MAY HAVE BEEN EXTENDED FROMTIME TO TIME, HEREBY CREATED SHALL HAVE EXPIRED OR BE TERMINATED, IT SHALL BE LAWFUL FORANY ATTORNEY, AS ATTORNEY FOR TENANT TO CONFESS JUDGMENT IN EJECTMENT IN ANY COMPETENTCOURT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT FOR THE RECOVERY BY LANDLORDOF POSSESSION OF THE LEASED PREMISES, WITHOUT ANY LIABILITY ON THE PART OF THE SAID ATTORNEY,FOR WHICH THIS LEASE SHALL BE A SUFFICIENT WARRANT; WHEREUPON, IF LANDLORD SO DESIRES, A WRITOF POSSESSION WITH CLAUSES FOR COSTS MAY ISSUE FORTHWITH WITH OR WITHOUT ANY PRIOR WRIT ORPROCEEDING WHATSOEVER. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED, THE SAMESHALL BE DETERMINED AND THE POSSESSION OF THE LEASED PREMISES REMAINS IN OR IS RESTORED TOTENANT, THE LANDLORD SHALL HAVE THE RIGHT IN THE EVENT OF ANY SUBSEQUENT DEFAULT ORDEFAULTS TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT IN THE MANNER AND FORMHEREINBEFORE SET FORTH, TO RECOVER POSSESSION OF THE LEASED PREMISES FOR SUCH SUBSEQUENTDEFAULT, NO SUCH DETERMINATION OF THIS LEASE NOR RECOVERING POSSESSION OF THE LEASEDPREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES OR ACTION AGAINST TENANT FOR RENT OR FORDAMAGES DUE OR TO BECOME DUE FOR THE BREACH OF ANY CONDITION OR COVENANT; NOR THE RESORTTO ANY WAIVER OF THE RIGHT TO INSIST UPON THE FORFEITURE, AND TO OBTAIN POSSESSION IN THEMANNER PROVIDED HEREIN.(ii)   AFFIDAVIT OF DEFAULT. In any action to confess judgment in ejectment, Landlord shall firstcause to be filed in such action an affidavit made by Landlord or someone acting for Landlord setting forth the facts necessaryto authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence and if a true copy of the Lease (andof the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file theoriginal as a warrant of attorney, any rule of Court, custom or practice to the contrary notwithstanding.(iii)   TENANT WAIVER. TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HASKNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVED CERTAIN DUE PROCESS RIGHTSTO A PREJUDGMENT HEARING RELATING SOLELY TO THE POSSESSION OF THE LEASED PREMSIES BYAGREEING TO THE TERMS OF THIS PARAGRAPH REGARDING CONFESSION OF JUDGMENT, TENANT FURTHERSPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIESINCLUDING OBTAINING POSSESSION OF THE LEASED PREMISES PURSUANT TO A JUDGMENT BY CONFESSIONAND ALSO OBTAINING A MONEY JUDGMENT FOR PAST DUE AND ACCELERATED AMOUNTS AND EXECUTINGUPON SUCH JUDGMENT. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORDAND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S CONSTITUTIONAL RIGHTS IN THE EVENT THATJUDGMENT IS CONFESSED PURSUANT TO THIS PARAGRAPH.(iv)   In view of the commercial nature of the relationship between the parties hereto and the fact that theparties hereto may have adverse interests, the parties agree that there is no expectation that Landlord shall have any dutyunder any provision of Chapter 56 of the Pennsylvania Decedents, Estates and Fiduciaries Code (20 Pa. C.S.A. § 5601, et seq.)(including, without limitation, 20 Pa. C.S.A. § 5601.3(a)(1)) to act in the best interest of Tenant hereunder, and it is agreed thatLandlord shall have no such duty. Further, Landlord and Tenant hereby agree that all duties owed by an agent as specifiedunder 20 Pa.C.S.A. § 5601.3(b) (as the term “agent” is used therein) are irrevocably waived.10.   This Amendment #2 shall be governed by and construed in accordance with the laws of the Commonwealth ofPennsylvania.11.   This Amendment #2 can be executed in any number of counterparts, each of which shall be deemed an original.12.   To the extent there are any conflicts or inconsistencies between the Lease, Amendment #1 and this Amendment#2, this Amendment #2 and the rights and obligations herein shall govern. All other terms and provisions of the previousagreements between the parties shall remain unaffected by this Amendment #2.3 IN WITNESS WHEREOF, the Landlord and Tenant hereto have executed this Amendment #2 as of the date first writtenabove. LANDLORD: WITNESS Provco Devon, L.L.C. By:/s/ Gerald N. Holtz Its:Vice President TENANT: WITNESS Zynerba Pharmaceuticals, Inc. By:/s/ James E. Fickenscher Its:Chief Financial OfficerCOMMONWEALTH OF PENNSYLVANIACOUNTY OFOn this the 9th day of February, 2018, before me, a Notary Public in and for the Commonwealth of Pennsylvania, theundersigned officer, personally appeared James E. Fickenscher who acknowledged himself to be the CFO of ZynerbaPharmaceuticals, Inc., and who, being authorized to do so, executed the foregoing instrument for the purposes therein contained, bysigning their names thereto.IN WITNESS WHEREOF, I hereunto set my hand and official seal.[ SEAL ]/s/ Lauren Fiore Notary Public COMMONWEALTH OF PENNSYLVANIACOUNTY OF DELAWAREOn this the 12th day of February 2018, before me, a Notary Public in and for the Commonwealth of Pennsylvania, theundersigned officer, personally appeared Gerald N. Holtz who acknowledged himself to be the Vice President of Provco Devon,L.L.C. and who, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing theirnames thereto.IN WITNESS WHEREOF, I hereunto set my hand and official seal.[ SEAL ]/s/ Willys K. Silvers, Jr. Notary Public 4  EXHIBIT “A”Additional Expansion Space  EXHIBIT “B”ADDITIONAL EXPANSION SPACE COMMENCEMENT AGREEMENTThis Commencement Agreement is entered into this _____ day of _________, 2018 between Provco Devon, L.L.C.(“Landlord”) and Zynerba Pharmaceuticals, Inc. (“Tenant”)WHEREAS, Landlord and Tenant entered into a Lease dated February 12, 2015 for the Leased Premises (the “Lease”);WHEREAS, Landlord and Tenant amended that Lease on December 1, 2016 (the “Amendment”);WHEREAS, pursuant to the provisions of Paragraph 4 of the Amendment, Landlord and Tenant desire to confirm theExpansion Space Commencement date as defined in the Amendment;NOW THEREFORE, Landlord and Tenant agree and acknowledge that the information set forth below is true and accurate.1.   The Additional Expansion Space Commencement Date shall be the _____ day of __________, 2018.2.   The Rent for the Additional Expansion Space shall commence on ______________, 2018.IN WITNESS WHEREOF, the parties have hereunto duly executed this Commencement Agreement on the date first setforth above. LANDLORD: ATTEST: PROVCO DEVON, L.L.C. By: Its:Vice President TENANT: ZYNERBA PHARMACEUTICALS, INC. By: Its:  EXHIBIT “C”Landlord’s Additional Expansion Work  EXHIBIT “D”Landlord’s Additional Expansion Work Cost Split Exhibit 21.1 Subsidiaries of Zynerba Pharmaceuticals, Inc. SubsidiaryJurisdiction of IncorporationZynerba Pharmaceuticals Pty LtdAustralia Exhibit 23.1Consent of Independent Registered Public Accounting Firm The Board of DirectorsZynerba Pharmaceuticals, Inc.: We consent to the incorporation by reference in the registration statements on Form S-3 (Nos. 333-218638and 333-213430) and Form S-8 (Nos. 333-216968, 333-216967, and 333-207973) of ZynerbaPharmaceuticals, Inc. of our report dated March 12, 2018, with respect to the consolidated balance sheetsof Zynerba Pharmaceuticals, Inc. as of December 31, 2017 and 2016, and the related consolidatedstatements of operations, convertible preferred stock and stockholders’ equity (deficit), and cash flows foreach of the years in the three-year period ended December 31, 2017, and the related notes (collectively, theconsolidated financial statements), which report appears in the December 31, 2017 annual report on Form10-K of Zynerba Pharmaceuticals, Inc.. /s/ KPMG LLPPhiladelphia, PennsylvaniaMarch 12, 2018  Exhibit 31.1CERTIFICATIONI, Armando Anido, certify that:1. I have reviewed this annual report on Form 10-K of Zynerba Pharmaceuticals, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.By: /s/ Armando AnidoName: Armando AnidoTitle: Chairman and Chief Executive OfficerDated: March 12, 2018 Exhibit 31.2CERTIFICATIONI, James E. Fickenscher, certify that:1. I have reviewed this annual report on Form 10-K of Zynerba Pharmaceuticals, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.By: /s/ James E. FickenscherName: James E. FickenscherTitle: Chief Financial Officer and TreasurerDated: March 12, 2018 Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report of Zynerba Pharmaceuticals, Inc. (the “Company”) on Form 10-K for the fiscal yearended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,Armando Anido, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Actof 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company./s/ Armando AnidoArmando AnidoChairman and Chief Executive OfficerDated: March 12, 2018 Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report of Zynerba Pharmaceuticals, Inc. (the “Company”) on Form 10-K for the fiscal yearended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, JamesE. Fickenscher, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Actof 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial conditionand results of operations of the Company./s/ James E. FickenscherJames E. FickenscherChief Financial OfficerDated: March 12, 2018 

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