UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___ to ___
Commission file number
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Shares of Common Stock outstanding as of February 7, 2023:
iBio, Inc.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
iBio, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, except share and per share amounts)
December 31, | June 30, | |||||
2022 | 2022 | |||||
(Unaudited) | (See Note 2) | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Investments in debt securities |
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Accounts receivable - trade |
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Settlement receivable - current portion | | | ||||
Convertible promissory note receivable and accrued interest | | — | ||||
Prepaid expenses and other current assets |
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Current assets held for sale | | | ||||
Total Current Assets |
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Restricted cash | | | ||||
Convertible promissory note receivable and accrued interest | — | | ||||
Finance lease right-of-use assets, net of accumulated amortization |
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Operating lease right-of-use asset | | | ||||
Fixed assets, net of accumulated depreciation |
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Intangible assets, net of accumulated amortization | | | ||||
Security deposits | | | ||||
Prepaid expenses - noncurrent | — | | ||||
Noncurrent assets held for sale | — | | ||||
Total Assets | $ | | $ | | ||
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Liabilities and Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses |
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Finance lease obligations - current portion | | — | ||||
Operating lease obligation - current portion | | | ||||
Equipment financing payable - current portion | | — | ||||
Term note payable - net of deferred financing costs | | | ||||
Contract liabilities | | | ||||
Current liabilities related to assets held for sale |
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Total Current Liabilities |
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Finance lease obligations - net of current portion | | — | ||||
Operating lease obligation - net of current portion | | | ||||
Equipment financing payable - net of current portion | | — | ||||
Accrued expenses - noncurrent | | — | ||||
Noncurrent liabilities related to assets held for sale | — | | ||||
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Total Liabilities |
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Equity |
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iBio, Inc. Stockholders’ Equity: |
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Series 2022 Convertible Preferred Stock – $ |
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Common stock - $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit | ( | ( | ||||
Total iBio, Inc. Stockholders’ Equity |
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Total Liabilities and Equity | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited; in Thousands, except per share amounts)
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| Three Months Ended | Six Months Ended | |||||||||
| December 31, | December 31, | ||||||||||
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| 2022 |
| 2021 | 2022 |
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Revenues | $ | | $ | | $ | — | $ | | ||||
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Operating loss |
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Other income (expense): |
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Interest expense | ( | | ( | — | ||||||||
Interest income |
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Royalty income |
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Total other income (expense) |
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Consolidated net loss from continuing operations |
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Net loss attributable to noncontrolling interest |
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Net loss attributable to iBio, Inc. from continuing operations |
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Preferred stock dividends - iBio CDMO Tracking Stock |
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Net loss available to iBio, Inc. stockholders from continuing operations | ( | ( | ( | ( | ||||||||
Loss from discontinued operations | ( | ( | ( | ( | ||||||||
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Net loss available to iBio, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Comprehensive loss: |
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Consolidated net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive loss - unrealized gain (loss) on debt securities |
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Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - continuing operations | ( | ( | ( | ( | ||||||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - discontinued operations | ( | ( | ( | ( | ||||||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted - total | ( | ( | ( | ( | ||||||||
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Weighted-average common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited; in thousands)
Six Months Ended December 31, 2022
| Accumulated | ||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Comprehensive | Accumulated | ||||||||||||||||||
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| Shares |
| Amount |
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| Capital |
| Loss |
| Deficit |
| Total | |||||||
Balance as of July 1, 2022 | | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||||
Capital raise | — | — | | — | | — | — | | |||||||||||||||
Conversion of preferred stock to common stock | ( |
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Common stock issued - RubrYc transaction | — | — | | — | | — | — | | |||||||||||||||
Vesting of RSUs | — | — | | — | — | — | — | — | |||||||||||||||
Share-based compensation | — | — | — | — | | — | — | | |||||||||||||||
Unrealized loss on available-for-sale debt securities | — | — | — |
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Net loss | — | — | — |
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Balance as of September 30, 2022 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||||
Capital raise | — | — | |
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Cost to raise capital | — | — | — | — | ( | — | — | ( | |||||||||||||||
Payment for fractional shares after reverse stock split | — | — | ( | — | ( | — | — | ( | |||||||||||||||
Vesting of RSUs | — | — | | — | — | — | — | — | |||||||||||||||
Share-based compensation | — | — | — |
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Unrealized gain on available-for-sale debt securities | — | — | — | — | — | | — | | |||||||||||||||
Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||
Balance as of December 31, 2022 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | |
Six Months Ended December 31, 2021
| Accumulated | |||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Comprehensive | Accumulated | Noncontrolling | ||||||||||||||||||||
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| Amount |
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| Capital |
| Loss |
| Deficit |
| Interest |
| Total | ||||||||
Balance as of July 1, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||||
Exercise of stock options | — | — | | — | | — | — | — | | |||||||||||||||||
Share-based compensation |
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Unrealized loss on debt securities | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||
Net loss | — | — | — |
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Balance as of September 30, 2021 |
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Vesting of RSUs | — | — | |
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Warrant issued for Transaction | — | — | — | — | | — | — | — | | |||||||||||||||||
Acquisition of remaining portion of iBio CDMO | — | — | — |
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Share-based compensation | — | — | — | — | | — | — | — | | |||||||||||||||||
Unrealized loss on debt securities | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||
Net loss | — | — | — |
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Balance as of December 31, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | — | $ | | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited; in Thousands)
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Cash flows from operating activities: | |||||||
Consolidated net loss | $ | ( | $ | ( | |||
Adjustments to reconcile consolidated net loss to net cash used in operating activities: |
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Share-based compensation |
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Amortization of intangible assets |
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Amortization of finance lease right-of-use assets | | | |||||
Amortization of operating lease right-of-use assets | | | |||||
Depreciation of fixed assets |
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Accrued interest receivable on convertible promissory note receivable | ( | ( | |||||
Amortization of premiums on debt securities | | | |||||
Amortization of deferred financing costs | | | |||||
Inventory reserve | | | |||||
Impairment of fixed assets | | | |||||
Impairment of intangible assets | | | |||||
Gain on disposition of finance lease ROU assets | ( | | |||||
Forgiveness of note payable and accrued interest - SBA loan | — | ( | |||||
Settlement of revenue contract | — | ( | |||||
Changes in operating assets and liabilities: |
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Accounts receivable – trade |
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Inventory |
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Prepaid expenses and other current assets |
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Prepaid expenses - noncurrent | | ( | |||||
Security deposit |
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Accounts payable |
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Accrued expenses |
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Accrued expenses - noncurrent | | | |||||
Operating lease obligations |
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Contract liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of debt securities | — | ( | |||||
Redemption of debt securities | | | |||||
Purchase of equity security | — | ( | |||||
Additions to intangible assets |
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Purchases of fixed assets |
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Payment for RubrYc asset acquisition | ( | | |||||
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from sales of common stock | | | |||||
Payments for fractional shares after reverse stock split | ( | | |||||
Acquisition of noncontrolling interest | — | ( | |||||
Proceeds from equipment financing loan | | | |||||
Payment of equipment financing loan | ( | | |||||
Payment of term note payable | ( | | |||||
Proceeds from exercise of stock options | — | | |||||
Costs to attain term note | ( | ( | |||||
Payment of finance lease obligation |
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Net cash used in financing activities |
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Net decrease in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash - beginning |
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Cash, cash equivalents and restricted cash - end | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
iBio, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited; in Thousands)
| Six Months Ended | ||||||
December 31, | |||||||
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| 2022 |
| 2021 | |||
Schedule of non-cash activities: |
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Unpaid fixed assets included in accounts payable | $ | | $ | | |||
Fixed assets included in accounts payable in prior period, paid in current period | $ | | $ | | |||
Increase in finance lease ROU assets for new leases | $ | | $ | | |||
Increase in finance lease obligation for new leases | $ | | $ | | |||
RubrYc asset acquisition by issuance of common stock | $ | | $ | | |||
Costs to raise capital paid directly from gross proceeds | $ | | $ | | |||
Termination of finance ROU assets including issuance of warrant | $ | | $ | | |||
Note payable to acquire Facility | $ | | $ | | |||
Increase in operating lease ROU assets for new leas |