UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 8, 2018
STELLAR BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 001-37619 | N/A | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
332 E. Scott Street
Port Hueneme, California 93041
(Address of principal executive offices) (Zip Code)
(805) 488-2800
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company þ
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. þ
| Item 2.02 | Results of Operations and Financial Condition. |
On August 8, 2018, Stellar Biotechnologies, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended June 30, 2018 (the “Earnings Release”). The full text of the Earnings Release is attached hereto as Exhibit 99.1. The information furnished herein and therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | ||
| 99.1 | Press release issued by Stellar Biotechnologies, Inc. dated August 8, 2018. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Stellar Biotechnologies, Inc. | ||
| Date: August 8, 2018 | By: | /s/ Kathi Niffenegger |
| Name: | Kathi Niffenegger | |
| Title: | Chief Financial Officer | |
Stellar Biotechnologies Reports Third Quarter Financial Results
LOS ANGELES, Aug. 8, 2018 /PRNewswire/ -- Stellar Biotechnologies, Inc. (Nasdaq: SBOT), a leading manufacturer of a key protein utilized in multiple immunotherapy development pipelines targeting Alzheimer's, lupus and cancer, among other diseases, today reported financial results for the three and nine months ended June 30, 2018 and provided an update on its business.
During the third fiscal quarter, Stellar reported positive research results from viral clearance and glycosylation studies associated with its manufacturing scale-up initiatives. The company also completed equity financings and warrant exercises resulting in net cash proceeds of approximately $8.8 million.
Stellar's President and Chief Executive Officer Frank R. Oakes said, "We are delivering on a number of initiatives. We achieved positive research results and a quality assurance milestone, advanced key operational programs designed to support our customers, and significantly strengthened our financial position. Additionally, with third-party clinical results now available, Stellar has the opportunity to support an anticipated pivotal Phase 3 clinical study of a KLH-conjugated vaccine candidate."
Stellar Chief Financial Officer Kathi Niffenegger said, "With a stronger balance sheet, which includes $11.2 million in working capital and no debt, we are well positioned to complete planned upgrades to our core aquaculture infrastructure, continue our optimization work, and advance our initiatives to develop additional market opportunities for our technology and products."
Financial Results
Three months ended June 30, 2018
Total revenues increased by $0.05 million to $0.07 million for the three months ended June 30, 2018 compared to $0.02 million for the same period last year due to an increase in product sales.
Total expenses decreased by $0.08 million to $1.23 million for the three months ended June 30, 2018 compared to $1.31 million for the same period last year:
- Cost of sales and contract services decreased by $0.03 million to $0.05 million for the three months ended June 30, 2018 compared to $0.08 million for the same period last year. The decrease was primarily due to reduced expenses related to sales of KLH that was produced as a byproduct of the company's research and development activities.
- Research and development expenses decreased by $0.07 million to $0.47 million for the three months ended June 30, 2018 compared to $0.54 million for the same period last year. The decrease was primarily due to a reduction in KLH product inventory utilized for internal research and development activities.
- General and administrative expenses increased by $0.02 million to $0.65 million for the three months ended June 30, 2018 compared to $0.64 million for the same period last year primarily due an increased noncash share-based compensation expenses, which were partially offset by reduced professional fees and travel expenses.
For the third quarter of fiscal year 2018, Stellar reported a net loss of $1.16 million, or $0.38 per basic share, compared to a net loss of $ 1.22 million, or $ 0.84 per basic share, for the third quarter of the prior year.
Nine months ended June 30, 2018
Total revenues decreased by $0.07 million to $0.16 million for the nine months ended June 30, 2018 compared to $0.23 million for the same period last year due to a decrease in product sales.
Total expenses decreased by $0.03 million to $4.05 million for the nine months ended June 30, 2018 compared to $4.08 million for the same period last year:
- Cost of sales and contract services decreased by $0.12 million to $0.11 million for the nine months ended June 30, 2018 compared to $0.23 million for the same period last year primarily due to decreased product sales volume as well as reduced expenses related to sales of KLH that was produced as a byproduct of the company's research and development activities.
- Research and development expenses increased by $0.26 million to $1.59 million for the nine months ended June 30, 2018 compared to $1.33 million for the same period last year. The increase was primarily due to an increase in research and development activities intended to increase the scalability and throughput capacity of existing manufacturing systems, including engineering lots of KLH produced under the company's optimization initiative.
- General and administrative expenses decreased by $0.21 million to $2.10 million for the nine months ended June 30, 2018 compared to $2.31 million for the same period last year primarily due to reduced professional fees and travel expenses.
For the nine months ended June 30, 2018, Stellar reported a net loss of $3.91 million, or $1.93 per basic share, compared to a net loss of $3.81 million, or $2.63 per basic share, for the nine months ended June 30, 2017.
Working Capital
At June 30, 2018, the company had working capital of $11.2 million. Cash, cash equivalents and short-term investments totaled $11.3 million.
Stellar will file its Form 10-Q for the quarter ended June 30, 2018 with the Securities and Exchange Commission on or about August 8, 2018. To view the company's filings with the Canadian Securities Administrators (CSA), visit the CSA's SEDAR website.
About Stellar Biotechnologies
Based north of Los Angeles at the Port of Hueneme, Stellar Biotechnologies, Inc. (Nasdaq: SBOT) is the leader in sustainable manufacture of Keyhole Limpet Hemocyanin (KLH), an immune-stimulating protein utilized as a carrier molecule in therapeutic vaccine pipelines (targeting cancers, immune disorders, Alzheimer's and inflammatory diseases) and for assessing immune system function. KLH can also be used in immunotoxicology studies for monitoring the immunomodulatory effects of drug candidates. Stellar is committed to meeting the growing demand for commercial-scale supplies of GMP grade KLH, ensuring environmentally sound KLH production, and supporting the development of KLH-based active immunotherapies. Stellar KLH is a trademark of Stellar Biotechnologies.
Follow Stellar: LinkedIn | Twitter | Facebook | Google+
Stellar Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause actual results or future events to differ materially from the forward-looking statements. Such risks include, but may not be limited to: general economic and business conditions; technology changes; competition; changes in strategy or development plans; availability of funds and resources; anticipated requirements for operating capital; governmental regulations and the ability or failure to comply with governmental regulations; changes in trade policy and international law; the timing of Stellar's or its partners' anticipated results, including in connection with clinical trials; the ability to meet the goals of Stellar's joint ventures and strategic partnerships; and other factors referenced in Stellar's filings with securities regulators. For a discussion of further risks and uncertainties related to the Stellar's business, please refer to Stellar's
public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Stellar assumes no obligation to update such statements. This press release does not constitute an offer or solicitation of an offer for sale of any securities in any jurisdiction, including the United States.
Condensed Interim Consolidated Statements of Operations | |||||
(Unaudited - Prepared by Management) | |||||
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| Three Months Ended | Nine Months Ended | ||
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| June 30, | June 30, | June 30, | June 30, |
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| 2018 | 2017 | 2018 | 2017 |
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Total Revenues | $ 73,053 | $ 20,532 | $ 157,592 | $ 225,407 | |
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Expenses: |
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| Cost of sales and contract services | 45,615 | 77,555 | 114,039 | 227,563 |
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| Costs of aquaculture | 69,493 | 64,708 | 241,967 | 212,945 |
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| Research and development | 465,180 | 536,169 | 1,590,087 | 1,326,405 |
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| General and administrative | 651,166 | 635,716 | 2,103,636 | 2,314,143 |
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| Total Expenses | 1,231,454 | 1,314,148 | 4,049,729 | 4,081,056 |
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Loss from Operations | (1,158,401) | (1,293,616) | (3,892,137) | (3,855,649) | |
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Other Income (Loss): |
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| Foreign exchange gain (loss) | (13,608) | 64,135 | (47,755) | 21,972 |
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| Other income | 15,337 | 9,120 | 30,747 | 24,767 |
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Income tax expense | - | - | 800 | 800 | |
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Net Loss | $ (1,156,672) | $ (1,220,361) | $ (3,909,945) | $ (3,809,710) | |
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Loss per common share: |
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| Basic and diluted | $ (0.38) | $ (0.84) | $ (1.93) | $ (2.63) |
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Weighted average number of common shares outstanding: |
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| Basic and diluted | 3,082,546 | 1,450,447 | 2,029,431 | 1,448,840 |
Condensed Interim Consolidated Balance Sheets | |||
(Unaudited - Prepared by Management) | |||
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| June 30, | September 30, |
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| 2018 | 2017 |
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Assets: |
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| Cash, cash equivalents and short-term investments | $ 11,284,136 | $ 6,565,352 |
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| Other current assets | 349,554 | 193,095 |
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| Noncurrent assets | 1,167,610 | 961,558 |
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| Total Assets | $ 12,801,300 | $ 7,720,005 |
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Liabilities and Shareholders' Equity: |
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| Accounts payable and accrued liabilities | $ 414,610 | $ 320,947 |
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| Shareholders' equity | 12,386,690 | 7,399,058 |
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| Total Liabilities and Shareholders' Equity | $ 12,801,300 | $ 7,720,005 |
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Condensed Interim Consolidated Statements of Cash Flows | |||
(Unaudited - Prepared by Management) | |||
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| Nine Months Ended | |
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| June 30, | June 30, |
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| 2018 | 2017 |
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Cash Flows Used In Operating Activities: |
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| Net loss | $ (3,909,945) | $ (3,809,710) |
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| Items not affecting cash | 328,226 | 206,023 |
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| Changes in working capital items | (62,553) | 21,153 |
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Net cash used in operating activities | (3,644,272) | (3,582,534) | |
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Cash Flows From Investing Activities: |
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| Purchase of property, plant and equipment | (361,400) | (200,365) |
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| Purchase of short-term investments | (5,969,153) | (3,008,853) |
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| Proceeds on sales and maturities of short-term investments | 2,500,000 | 3,000,000 |
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Net cash used in investing activities | (3,830,553) | (209,218) | |
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Cash Flows From Financing Activities: |
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| Proceeds from issuance of common shares, net | 4,520,319 | - |
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| Payments for issuance costs | (398,811) | - |
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| Proceeds from exercise of warrants | 4,650,659 | - |
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Net cash provided by financing activities | 8,772,167 | - | |
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Effect of exchange rate changes on cash and cash equivalents | (47,711) | 22,211 | |
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Net change in cash and cash equivalents | 1,249,631 | (3,769,541) | |
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Cash and cash equivalents - beginning of period | 4,570,951 | 7,416,904 | |
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Cash and cash equivalents - end of period | $ 5,820,582 | $ 3,647,363 | |
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CONTACT: Gary Koppenjan, Stellar Biotechnologies, Inc., (805) 488-2800, ir@stellarbiotech.com