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)
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(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:
Title of each class |
| Ticker symbol(s) |
| Name of each exchange on which registered |
|
|
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 ☐ |
|
|
| Accelerated Filer ☐ | ||
Smaller reporting company | ||||||
|
|
|
|
|
| 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 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 January 26, 2022:
iBio, Inc.
TABLE OF CONTENTS
3 | ||
|
| |
3 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 | |
44 | ||
44 | ||
|
|
|
45 | ||
|
| |
45 | ||
45 | ||
49 | ||
50 | ||
|
| |
52 |
2
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, | |||||
2021 | 2021 | |||||
| (Unaudited) | (See Note 2) | ||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable - trade |
| |
| | ||
Settlement receivable - current portion | | | ||||
Investments in debt securities |
| |
| | ||
Inventory | | | ||||
Prepaid expenses and other current assets |
| |
| | ||
Total Current Assets |
| |
| | ||
|
|
| ||||
Restricted cash | | | ||||
Convertible promissory note receivable and accrued interest | | | ||||
Settlement receivable - noncurrent portion | | | ||||
Finance lease right-of-use assets, net of accumulated amortization |
| |
| | ||
Operating lease right-of-use asset | | | ||||
Fixed assets, net of accumulated depreciation |
| |
| | ||
Intangible assets, net of accumulated amortization | | | ||||
Investment in equity security - at cost | | | ||||
Prepaid expenses - noncurrent | | | ||||
Security deposits | | | ||||
Total Assets | $ | | $ | | ||
|
|
|
| |||
Liabilities and Equity |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Accrued expenses (related party of $ |
| |
| | ||
Acquisition Payable | | | ||||
Finance lease obligations - current portion | | | ||||
Operating lease obligation - current portion | | | ||||
Note payable - PPP loan - current portion | | | ||||
Contract liabilities |
| |
| | ||
Total Current Liabilities |
| |
| | ||
|
|
|
| |||
Finance lease obligations - net of current portion | | | ||||
Operating lease obligation - net of current portion | | | ||||
Term note payable - net of deferred financing costs | | | ||||
|
|
|
| |||
Total Liabilities |
| |
| | ||
|
|
|
| |||
Equity |
|
|
|
| ||
iBio, Inc. Stockholders’ Equity: |
|
|
|
| ||
Common stock - $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Accumulated deficit | ( | ( | ||||
Total iBio, Inc. Stockholders’ Equity |
| |
| | ||
Noncontrolling interest |
| |
| ( | ||
Total Equity |
| |
| | ||
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)
|
| Three Months Ended | Six Months Ended | |||||||||
| December 31, | December 31, | ||||||||||
|
| 2021 |
| 2020 | 2021 |
| 2020 | |||||
| ||||||||||||
Revenues | $ | | $ | | $ | | $ | | ||||
|
|
|
|
|
|
| ||||||
Cost of goods sold | | | | | ||||||||
Gross profit | | | | | ||||||||
Operating expenses: |
|
|
|
|
|
| ||||||
Research and development |
| |
| |
| |
| | ||||
General and administrative (related party of $ |
| |
| |
| |
| | ||||
Total operating expenses |
| |
| |
| |
| | ||||
|
|
|
|
|
|
|
|
| ||||
Operating loss |
| ( |
| ( |
| ( |
| ( | ||||
|
|
|
|
|
|
| ||||||
Other income (expense): |
|
|
|
|
|
| ||||||
Interest expense (related party of $ | ( | ( | ( | ( | ||||||||
Interest income |
| |
| |
| |
| | ||||
Royalty income |
| |
| |
| |
| | ||||
Forgiveness of note payable and accrued interest - SBA loan | | | | | ||||||||
Other | | | | | ||||||||
Total other income (expense) |
| ( |
| ( |
| ( |
| ( | ||||
|
|
|
|
|
|
| ||||||
Consolidated net loss |
| ( |
| ( |
| ( |
| ( | ||||
Net loss attributable to noncontrolling interest |
| |
| |
| |
| | ||||
Net loss attributable to iBio, Inc. |
| ( |
| ( |
| ( |
| ( | ||||
Preferred stock dividends |
| ( |
| ( |
| ( |
| ( | ||||
Net loss attributable to iBio, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
|
|
|
|
|
|
| ||||||
Comprehensive loss: |
|
|
|
|
|
| ||||||
Consolidated net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive loss - unrealized loss on debt securities | ( | ( | ( | ( | ||||||||
|
|
|
|
|
|
|
|
| ||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
|
|
|
|
|
|
|
|
| ||||
Loss per common share attributable to iBio, Inc. stockholders - basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
|
|
|
|
|
|
|
|
| ||||
Weighted-average common shares outstanding - basic and diluted |
| |
| |
| |
| |
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, 2021
| Accumulated | |||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Comprehensive | Accumulated | Noncontrolling | ||||||||||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Loss |
| Deficit |
| Interest |
| Total | ||||||||
Balance as of July 1, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||||
Exercise of stock options | — | — | | — | | — | — | — | | |||||||||||||||||
Share-based compensation |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||||
Unrealized loss on debt securities | — | — | — |
| — |
| — |
| ( |
| — |
| — |
| ( | |||||||||||
Net loss | — | — | — |
| — |
| — |
| — |
| ( |
| ( |
| ( | |||||||||||
Balance as of September 30, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||||
Vesting of RSUs | — | — | |
| |
| ( |
| — |
| — |
| — |
| — | |||||||||||
Warrant issued for Transaction | — | — | — |
| — |
| |
| — |
| — |
| — |
| | |||||||||||
Acquisition of remaining portion of iBio CDMO | — | — | — |
| — |
| ( |
| — |
| — |
| |
| ( | |||||||||||
Share-based compensation | — | — | — |
| — |
| |
| — |
| — |
| — |
| | |||||||||||
Unrealized loss on debt securities | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||
Net loss | — | — | — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||||||
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 Equity
(Unaudited; in thousands)
Six Months Ended December 31, 2020
| Accumulated | |||||||||||||||||||||||||
| Additional | Other | ||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Comprehensive | Accumulated | Noncontrolling | ||||||||||||||||||||
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Loss |
| Deficit |
| Interest |
| Total | ||||||||
Balance as of July 1, 2020 | | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||||
Capital raises | — | — | | | | — | — | — | | |||||||||||||||||
Costs to raise capital | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Exercise of stock options | — | — | | — | | — | — | — | | |||||||||||||||||
Conversion of preferred stock to common stock | ( | — | | | ( | — | — | — | — | |||||||||||||||||
Share-based compensation |
|
| — |
| — |
| — |
|
| — |
|
| |
|
| — |
|
| — |
|
| — |
|
| | |
Unrealized loss on debt securities | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||
Net loss | — | — | — |
| — |
| — |
| — |
| ( |
| ( |
| ( | |||||||||||
Balance as of September 30, 2020 |
| — |
| $ | — |
| |
| $ | |
| $ | |
| $ | ( |
| $ | ( |
| $ | ( |
| $ | | |
Capital raise | — | — | |
| |
| |
| — |
| — |
| — |
| | |||||||||||
Cost to raise capital | — | — | — |
| — |
| ( |
| — |
| — |
| — |
| ( | |||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | |||||||||||||||||
Unrealized loss on debt securities | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||
Net loss | — | — | — |
| — |
| — |
| — |
| ( |
| ( |
| ( | |||||||||||
Balance as of December 31, 2020 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | |