UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2020
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-37823
Kintara Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada |
|
99-0360497 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
12707 High Bluff Dr., Suite 200 |
|
92130 |
|
(Address of principal executive offices) |
|
(zip code) |
(858) 350-4364
(Registrant’s telephone number, including area code)
N/A
(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 |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
|
Common Stock |
|
KTRA |
|
The Nasdaq Capital Market |
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. Yes ☑ No ☐
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). Yes ☑ No ☐
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 |
☐ |
|
Non-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 ☐ No ☑
Number of shares of common stock outstanding as of February 10, 2021 was 30,626,018.
TABLE OF CONTENTS
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Page No. |
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Item 1. |
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1 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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21 |
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Item 3. |
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45 |
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Item 4 |
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45 |
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Item 1. |
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46 |
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Item 1A. |
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46 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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46 |
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Item 3. |
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46 |
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Item 4. |
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46 |
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Item 5. |
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46 |
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Item 6. |
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47 |
i
PART 1. - FINANCIAL INFORMATION
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Financial Statements
(Unaudited)
For the six months ended December 31, 2020
(expressed in US dollars unless otherwise noted)
1
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Balance Sheet
(In thousands, except par value amounts)
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December 31, 2020 |
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June 30, 2020 |
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||
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Note |
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$ |
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$ |
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(unaudited) |
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Assets |
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Current assets |
|
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Cash and cash equivalents |
|
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17,158 |
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2,392 |
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Prepaid expenses and deposits |
|
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551 |
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356 |
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Interest, taxes and other receivables |
|
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|
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8 |
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|
|
9 |
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Deferred loan costs |
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6 |
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|
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— |
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94 |
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|
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|
|
|
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17,717 |
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2,851 |
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Clinical trial deposit |
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4 |
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2,600 |
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|
|
— |
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Intangible assets - net |
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|
|
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|
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— |
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2 |
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Property and equipment |
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3 |
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172 |
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|
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— |
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Deferred financing costs |
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7 |
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|
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— |
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85 |
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Total assets |
|
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20,489 |
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2,938 |
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Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities |
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1,965 |
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2,011 |
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Loan payable, net of deferred loan costs |
|
|
6 |
|
|
|
473 |
|
|
|
— |
|
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Related party payables |
|
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5 |
|
|
|
289 |
|
|
|
664 |
|
|
|
|
|
|
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2,727 |
|
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|
2,675 |
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Milestone payment liability |
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3 |
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|
177 |
|
|
|
— |
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Total liabilities |
|
|
|
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2,904 |
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2,675 |
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Stockholders’ equity |
|
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|
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Preferred stock |
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Authorized |
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5,000 shares, $0.001 par value |
|
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Issued and outstanding |
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279 Series A shares at December 31, 2020 (June 30, 2020 – 279) |
|
5,7 |
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279 |
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279 |
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610 Series B shares at December 31, 2020 (June 30, 2020 – 649) |
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|
7 |
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4,257 |
|
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4,525 |
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24 Series C shares at December 31, 2020 (June 30, 2020 – 0) |
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|
7 |
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17,298 |
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|
— |
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Common stock |
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Authorized |
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95,000 shares at December 31, 2020 and June 30, 2020, $0.001 par value |
|
|
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25,868 issued at December 31, 2020 (June 30, 2020 – 11,458) |
|
|
7 |
|
|
|
25 |
|
|
|
11 |
|
|
Additional paid-in capital |
|
|
7 |
|
|
|
93,551 |
|
|
|
65,148 |
|
|
Accumulated deficit |
|
|
|
|
|
|
(97,846 |
) |
|
|
(69,721 |
) |
|
Accumulated other comprehensive income |
|
|
|
|
|
|
21 |
|
|
|
21 |
|
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Total stockholders’ equity |
|
|
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|
|
|
17,585 |
|
|
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263 |
|
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Total liabilities and stockholders’ equity |
|
|
|
|
|
|
20,489 |
|
|
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2,938 |
|
|
Nature of operations, corporate history, going concern and management plans (note 1) |
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Subsequent events (note 10) |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
|
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Three months ended December 31, |
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Six months ended December 31, |
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||||||||||
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Note |
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2020 |
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2019 |
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2020 |
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2019 |
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|||||
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$ |
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$ |
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$ |
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$ |
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||||
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Expenses |
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|
|
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|
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Research and development |
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2,584 |
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712 |
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3,941 |
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1,434 |
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General and administrative |
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2,794 |
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1,054 |
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4,329 |
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1,967 |
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Merger costs |
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3 |
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— |
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|
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— |
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500 |
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— |
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In-process research and development |
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3 |
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— |
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|
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— |
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16,094 |
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— |
|
|
|
|
|
|
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|
5,378 |
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1,766 |
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|
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24,864 |
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3,401 |
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Other (income) loss |
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|
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Foreign exchange loss |
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3 |
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2 |
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2 |
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2 |
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Amortization of deferred loan costs |
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6 |
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|
25 |
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— |
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51 |
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|
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— |
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Interest expense |
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6 |
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8 |
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— |
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16 |
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— |
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Interest income |
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(1 |
) |
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(28 |
) |
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(2 |
) |
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(57 |
) |
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35 |
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|
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(26 |
) |
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|
67 |
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|
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(55 |
) |
|
Net loss for the period |
|
|
|
|
|
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5,413 |
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|
1,740 |
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24,931 |
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3,346 |
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Computation of basic loss per share |
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Net loss for the period |
|
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|
|
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5,413 |
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1,740 |
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|
24,931 |
|
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3,346 |
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|
Deemed dividend recognized on beneficial conversion features of Series C Preferred stock issuance |
|
|
7 |
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|
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— |
|
|
|
— |
|
|
|
3,181 |
|
|
|
— |
|
|
Series A Preferred cash dividend |
|
|
7 |
|
|
|
2 |
|
|
|
2 |
|
|
|
4 |
|
|
|
4 |
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|
Series B Preferred stock dividend |
|
|
7 |
|
|
|
4 |
|
|
|
3 |
|
|
|
9 |
|
|
|
5 |
|
|
Net loss for the period attributable to common stockholders |
|
|
|
|
|
|
5,419 |
|
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1,745 |
|
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|
28,125 |
|
|
|
3,355 |
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|
Basic and fully diluted loss per share |
|
|
|
|
|
|
0.22 |
|
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|
0.15 |
|
|
|
1.34 |
|
|
|
0.35 |
|
|
Basic and fully diluted weighted average number of shares |
|
|
|
|
|
|
24,845 |
|
|
|
11,408 |
|
|
|
20,976 |
|
|
|
9,473 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
For the three and six months ended December 31, 2020
|
|
|
Number of shares |
|
|
Common stock $ |
|
|
Additional paid-in capital $ |
|
|
Accumulated other comprehensive income $ |
|
|
Preferred stock $ |
|
|
Accumulated deficit $ |
|
|
Stockholders' equity $ |
|
|||||||
|
Balance - June 30, 2020 |
|
|
11,458 |
|
|
|
11 |
|
|
|
65,148 |
|
|
|
21 |
|
|
|
4,804 |
|
|
|
(69,721 |
) |
|
|
263 |
|
|
Adgero merger (note 3) |
|
|
12,011 |
|
|
|
12 |
|
|
|
16,713 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,725 |
|
|
Issuance of Series C Preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,028 |
|
|
|
— |
|
|
|
25,028 |
|
|
Series C placement agent warrants |
|
|
— |
|
|
|
— |
|
|
|
3,287 |
|
|
|
— |
|
|
|
(3,287 |
) |
|
|
— |
|
|
|
— |
|
|
Series C Preferred stock share issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,386 |
) |
|
|
— |
|
|
|
(3,386 |
) |
|
Deemed dividend recognized on beneficial conversion features of Series C Preferred stock issuance |
|
|
— |
|
|
|
— |
|
|
|
3,181 |
|
|
|
— |
|
|
|
— |
|
|
|
(3,181 |
) |
|
|
— |
|
|
Exercise of warrants for cash |
|
|
993 |
|
|
|
1 |
|
|
|
993 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
994 |
|
|
Warrants issued for services |
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
Stock option expense |
|
|
— |
|
|
|
— |
|
|
|
405 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
405 |
|
|
Series A Preferred cash dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
Series B Preferred stock dividend |
|
|
4 |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,518 |
) |
|
|
(19,518 |
) |
|
Balance - September 30, 2020 |
|
|
24,466 |
|
|
|
24 |
|
|
|
89,777 |
|
|
|
21 |
|
|
|
23,159 |
|
|
|
(92,427 |
) |
|
|
20,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series C Preferred stock share issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(69 |
) |
|
|
— |
|
|
|
(69 |
) |
|
Conversion of Series B Preferred stock to common stock |
|
|
10 |
|
|
|
— |
|
|
|
268 |
|
|
|
— |
|
|
|
(268 |
) |
|
|
— |
|
|
|
— |
|
|
Conversion of Series C Preferred stock to common stock |
|
|
1,168 |
|
|
|
1 |
|
|
|
987 |
|
|
|
— |
|
|
|
(988 |
) |
|
|
— |
|
|
|
— |
|
|
Exercise of warrants for cash |
|
|
186 |
|
|
|
— |
|
|
|
186 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
186 |
|
|
Warrants issued for services |
|
|
— |
|
|
|
— |
|
|
|
183 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
183 |
|
|
Exercise of stock options for cash |
|
|
35 |
|
|
|
— |
|
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
|
Stock option expense |
|
|
— |
|
|
|
— |
|
|
|
2,125 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,125 |
|
|
Series A Preferred cash dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
Series B Preferred stock dividend |
|
|
3 |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,413 |
) |
|
|
(5,413 |
) |
|
Balance - December 31, 2020 |
|
|
25,868 |
|
|
|
25 |
|
|
|
93,551 |
|
|
|
21 |
|
|
|
21,834 |
|
|
|
(97,846 |
) |
|
|
17,585 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Stockholders’ Equity
(Unaudited)
(In thousands)
For the three and six months ended December 31, 2019
|
|
|
Number of shares |
|
|
Common stock $ |
|
|
Additional paid-in capital $ |
|
|
Accumulated other comprehensive income $ |
|
|
Preferred stock $ |
|
|
Accumulated deficit $ |
|
|
Stockholders' equity $ |
|
|||||||
|
Balance - June 30, 2019 |
|
|
3,839 |
|
|
|
4 |
|
|
|
57,543 |
|
|
|
21 |
|
|
|
4,978 |
|
|
|
(60,578 |
) |
|
|
1,968 |
|
|
Issuance of shares and warrants - net of issue costs |
|
|
4,895 |
|
|
|
5 |
|
|
|
6,578 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,583 |
|
|
Exercise of pre-funded warrants for cash |
|
|
2,655 |
|
|
|
2 |
|
|
|
24 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26 |
|
|
Conversion of Series B Preferred stock to common stock |
|
|
6 |
|
|
|
— |
|
|
|
174 |
|
|
|
— |
|
|
|
(174 |
) |
|
|
— |
|
|
|
— |
|
|
Shares issued for services |
|
|
7 |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
Stock option expense |
|
|
— |
|
|
|
— |
|
|
|
51 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
51 |
|
|
Series A Preferred cash dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
Series B Preferred stock dividend |
|
|
4 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,606 |
) |
|
|
(1,606 |
) |
|
Balance - September 30, 2019 |
|
|
11,406 |
|
|
|
11 |
|
|
|
64,377 |
|
|
|
21 |
|
|
|
4,804 |
|
|
|
(62,188 |
) |
|
|
7,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for services |
|
|
— |
|
|
|
— |
|
|
|
35 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
35 |
|
|
Shares issued for services |
|
|
5 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
Stock option expense |
|
|
— |
|
|
|
— |
|
|
|
160 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
160 |
|
|
Series A Preferred cash dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
Series B Preferred stock dividend |
|
|
4 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,740 |
) |
|
|
(1,740 |
) |
|
Balance - December 31, 2019 |
|
|
11,415 |
|
|
|
11 |
|
|
|
64,578 |
|
|
|
21 |
|
|
|
4,804 |
|
|
|
(63,933 |
) |
|
|
5,481 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
Kintara Therapeutics, Inc.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
Six months ended December 31, |
|
|||||
|
|
|
|
|
|
|
2020 |
|
|
2019 |
|
||
|
|
|
Note |
|
|
$ |
|
|
$ |
|
|||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
|
(24,931 |
) |
|
|
(3,346 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
2 |
|
|
|
6 |
|
|
In-process research and development |
|
|
3 |
|
|
|
16,094 |
|
|
|
— |
|
|
Change in fair value of milestone liability |
|
|
|
|
|
|
(11 |
) |
|
|
— |
|
|
Amortization of deferred loan costs |
|
|
|
|
|
|
51 |
|
|
|
— |
|
|
Interest expense |
|
|
6 |
|
|
|
16 |
|
|
|
— |
|
|
Shares issued for services |
|
|
7 |
|
|
|
— |
|
|
|
8 |
|
|
Warrants issued for services |
|
|
7 |
|
|
|
228 |
|
|
|
35 |
|
|
Stock option expense |
|
|
7 |
|
|
|
2,530 |
|
|
|
211 |
|
|
Changes in operating assets and liabilities |
|
|
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