Edesa Biotech(EDSA) - 2019 Q2 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Unaudited financial statements for March 31, 2019, show decreased assets and a widened net loss, with a significant pending merger impacting future structure Condensed Interim Consolidated Balance Sheets Condensed Consolidated Balance Sheet Data (Unaudited) | Account | March 31, 2019 ($) | September 30, 2018 ($) | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $7,684,120 | $4,225,521 | | Short-term investments | $0 | $6,078,031 | | Total current assets | $8,138,930 | $10,655,984 | | Total Assets | $9,151,015 | $11,779,975 | | Liabilities & Equity | | | | Total Current Liabilities | $881,407 | $493,385 | | Total Shareholders' Equity | $8,269,608 | $11,286,590 | | Accumulated deficit | $(53,493,173) | $(50,430,992) | - Total assets decreased from $11.8 million to $9.15 million, largely driven by the maturation of all short-term investments, which were converted to cash. Total shareholders' equity declined from $11.3 million to $8.3 million[10] Condensed Interim Consolidated Statements of Operations Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2019 ($) | Three Months Ended Mar 31, 2018 ($) | Six Months Ended Mar 31, 2019 ($) | Six Months Ended Mar 31, 2018 ($) | | :--- | :--- | :--- | :--- | :--- | | Product sales | $117,755 | $64,052 | $170,788 | $84,539 | | Total Expenses | $1,801,213 | $1,407,909 | $3,260,567 | $2,818,275 | | Loss from Operations | $(1,683,458) | $(1,343,857) | $(3,089,779) | $(2,733,736) | | Net Loss | $(1,656,477) | $(1,352,527) | $(3,062,181) | $(2,753,273) | | Loss per share (basic & diluted) | $(0.31) | $(0.90) | $(0.57) | $(1.83) | - For the six months ended March 31, 2019, product sales more than doubled to $170,788 from $84,539 in the prior-year period. However, net loss widened to $3.06 million from $2.75 million, driven by higher general and administrative expenses[12] Condensed Interim Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended March 31, 2019 ($) | Six Months Ended March 31, 2018 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,534,249) | $(2,532,868) | | Net cash provided by investing activities | $6,011,996 | $1,288,887 | | Net change in cash and cash equivalents | $3,458,599 | $(1,277,941) | | Cash and cash equivalents - end of period | $7,684,120 | $3,293,010 | - Net cash used in operating activities remained stable at approximately $2.5 million for the six-month periods in both 2019 and 2018. A significant inflow from investing activities of $6.0 million in 2019 was due to proceeds from sales and maturities of short-term investments, leading to a substantial increase in the end-of-period cash balance[16] Notes to Condensed Interim Consolidated Financial Statements - The company entered into a Share Exchange Agreement with Edesa Biotech Inc. on March 7, 2019. Post-transaction, current Stellar shareholders are expected to own approximately 10% of the combined company[23] - As of March 31, 2019, the company had an accumulated deficit of $53.49 million and working capital of $7.26 million. Management plans to fund operations for the next twelve months with cash on hand and product sales, and has taken steps to conserve working capital in light of the proposed merger[24][25] - For the six months ended March 31, 2019, 80% of product sales came from a single customer. Geographically, 88% of revenue was from North America[72] - On May 4, 2018, the company effected a 1-for-7 reverse share split. All historical share and per-share data have been adjusted to reflect this split[50] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's KLH manufacturing business, recent strategic divestitures, and the pending Edesa Biotech merger, noting increased revenues but a widened net loss due to transaction-related expenses - On March 7, 2019, Stellar entered into a Share Exchange Agreement with Edesa Biotech Inc. Upon closing, Stellar will acquire Edesa, with current Stellar shareholders owning approximately 10% of the combined entity. The company's name will change to "Edesa Biotech Inc."[83] Comparison of Operations for the Six Months Ended March 31 | Metric | 2019 ($) | 2018 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Total Revenues | $0.17 million | $0.08 million | +$0.09 million | | Total Operating Expenses | $3.26 million | $2.82 million | +$0.44 million | | General & Administrative | $2.21 million | $1.45 million | +$0.76 million | | Research & Development | $0.85 million | $1.12 million | -$0.27 million | | Net Loss | $3.06 million | $2.75 million | +$0.31 million | - The increase in net loss was primarily due to a $0.76 million rise in general and administrative expenses, largely from legal and professional fees associated with the proposed Edesa share exchange transaction[93] - The company sold its Mexican subsidiary, BioEstelar, S.A. de C.V., on March 29, 2019, for a nominal consideration to avoid more costly wind-down procedures, resulting in a loss on disposition of $0.02 million[85] Quantitative and Qualitative Disclosures About Market Risk The company reports no material changes in market risk exposure from its prior Annual Report, with key risks including foreign exchange, credit concentration, and liquidity - There are no material changes in market risk from the disclosure provided in the Annual Report on Form 10-K for the fiscal year ended September 30, 2018[114] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2019[116] - No changes occurred in the company's internal control over financial reporting during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[117] PART II — OTHER INFORMATION Legal Proceedings The company is not currently involved in any material legal proceedings or claims beyond its ordinary course of business - The company is not currently a party to any material legal proceedings or claims outside the ordinary course of business[120] Risk Factors This section details significant risks associated with the pending Edesa Biotech acquisition, including shareholder dilution, potential deal failure, and the need for substantial future funding - Current shareholders will face immediate and substantial dilution if the Exchange is completed, as they are expected to own only approximately 10% of the combined company[128] - Failure to complete the Exchange could require the company to pay Edesa a termination fee of $1.0 million and reimburse other transaction expenses[136] - If the Exchange is not completed, the company will require substantial additional funding to continue operations, as its available cash of approximately $7.7 million as of March 31, 2019, may prove insufficient for an increased level of operations[149][150][151] - The announcement and pendency of the Exchange could disrupt business, divert management's attention, and have an adverse effect on the company's stock price[122][124] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None[158] Defaults Upon Senior Securities The company reported no defaults upon senior securities - None[160] Mine Safety Disclosures This item is not applicable to the company - Not applicable[162] Other Information The company reported no other information - None[164] Exhibits This section lists exhibits filed with the Quarterly Report, including SOX certifications and XBRL data files - Exhibits filed include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, as well as XBRL instance and taxonomy documents[172][173][174]