Vincerx Pharma(VINC) - 2020 Q1 - Quarterly Report

PART 1 – FINANCIAL INFORMATION This section presents unaudited condensed financial statements, management's discussion, market risk, and control procedures Item 1. Condensed Financial Statements This section presents unaudited condensed financial statements, including balance sheets, operations, equity, cash flows, and notes Condensed Balance Sheets | Metric | March 31, 2020 (unaudited) | June 30, 2019 | | :------------------------------------- | :--------------------------- | :------------ | | ASSETS | | | | Cash | $749,211 | $25,000 | | Prepaid expenses | $95,450 | — | | Total Current Assets | $844,661 | $25,000 | | Investments held in Trust Account | $65,665,310 | — | | Total Assets | $66,509,971 | $25,000 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Accrued expenses | $35,200 | $1,450 | | Income taxes payable | $512 | — | | Total Current Liabilities | $35,712 | $1,450 | | Promissory note – related party | $1,000,000 | — | | Deferred underwriting fee payable | $2,297,319 | — | | Total Liabilities | $3,333,031 | $1,450 | | Common stock subject to possible redemption | $58,176,930 | — | | Total Stockholders' Equity | $5,000,010 | $23,550 | | Total Liabilities and Stockholders' Equity | $66,509,971 | $25,000 | Condensed Statements of Operations | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Nine Months Ended March 31, 2020 | Period from Dec 19, 2018 (inception) Through March 31, 2019 | | :-------------------------------------------------- | :-------------------------------- | :-------------------------------- | :------------------------------- | :------------------------------------------------------------------- | | Operating costs | $38,589 | — | $39,124 | $1,450 | | Loss from operations | $(38,589) | — | $(39,124) | $(1,450) | | Interest income | $27,640 | — | $27,640 | — | | Loss before provision for income taxes | $(10,949) | — | $(11,484) | $(1,450) | | Provision for income taxes | $(512) | — | $(512) | — | | Net loss | $(11,461) | — | $(11,996) | $(1,450) | | Basic and diluted net loss per common share, non-redeemable common stock | $(0.01) | $(0.00) | $(0.01) | $(0.00) | Condensed Statements of Changes in Stockholders' Equity | Metric | Balance – July 1, 2019 | Balance – March 31, 2020 | | :-------------------------------------------------- | :--------------------- | :----------------------- | | Common Stock Shares | 1,725,000 | 2,387,016 | | Common Stock Amount | $173 | $239 | | Additional Paid-in Capital | $24,827 | $5,013,217 | | Accumulated Deficit | $(1,450) | $(13,446) | | Total Stockholders' Equity | $23,550 | $5,000,010 | - The company issued 6,563,767 Units, generating $61,880,386 in equity, and sold 2,570,000 Private Warrants for $1,285,000 in additional paid-in capital during the nine months ended March 31, 2020. This was partially offset by 5,817,693 common shares becoming subject to possible redemption, reducing equity by $58,176,930[16] Condensed Statements of Cash Flows | Cash Flow Activity | Nine Months Ended March 31, 2020 | Period from Dec 19, 2018 (inception) Through March 31, 2019 | | :------------------------------------ | :------------------------------- | :------------------------------------------------------------------- | | Net cash used in operating activities | $(100,824) | — | | Net cash used in investing activities | $(65,637,670) | — | | Net cash provided by financing activities | $66,462,705 | $25,000 | | Net Change in Cash | $724,211 | $25,000 | | Cash – Beginning | $25,000 | — | | Cash – Ending | $749,211 | $25,000 | - Non-cash investing and financing activities for the nine months ended March 31, 2020, included an initial classification of $58,188,310 for common stock subject to possible redemption, a change in its value of $(11,380), and a deferred underwriting fee payable of $2,297,319[19] Notes to Condensed Financial Statements This section details accounting policies, offerings, related party transactions, commitments, equity, and fair value measurements NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS This note details the company's SPAC formation, IPO, Trust Account, and business combination timeline - LifeSci Acquisition Corp. was incorporated on December 19, 2018, as a blank check company (SPAC) to effect a business combination, primarily targeting the North American healthcare industry[22] - The company consummated its Initial Public Offering (IPO) on March 10, 2020, selling 6,000,000 units at $10.00 per unit, generating $60,000,000 in gross proceeds. An additional 563,767 units were sold on March 20, 2020, through an over-allotment option, adding $5,637,670[24][27] - A total of $65,637,670 from the IPO and private placement was placed in a Trust Account, to be invested in U.S. government securities or money market funds, pending a Business Combination or distribution[26][27] - The company has until March 10, 2022, to complete a Business Combination. If unsuccessful, it will redeem 100% of outstanding Public Shares at a pro rata portion of the Trust Account funds[35] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines accounting policies, including emerging growth status, redeemable stock, and net loss per share - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[41][42] - Common stock subject to possible redemption is classified as temporary equity, outside of stockholders' equity, due to redemption rights being outside the company's control and subject to uncertain future events[48] - Net income (loss) per common share is computed using the two-class method, distinguishing between redeemable and non-redeemable common stock, with redeemable shares participating only in Trust Account interest income[55] NOTE 3. PUBLIC OFFERING This note details the IPO, units sold, gross proceeds, and unit composition - The company sold 6,563,767 Units in its Initial Public Offering, including the partial exercise of the over-allotment option, at $10.00 per Unit, generating gross proceeds of $65,637,760. Each Unit consists of one share of common stock and one Public Warrant[59] NOTE 4. PRIVATE PLACEMENT This note describes private warrant sales, proceeds, and their addition to the Trust Account - Simultaneously with the IPO, 2,570,000 Private Warrants were sold to affiliated entities for $0.50 per warrant, generating $1,285,000. These proceeds were added to the Trust Account[60] NOTE 5. RELATED PARTY TRANSACTIONS This note outlines transactions with related parties, including Founder Shares, promissory notes, and administrative fees - The Sponsor initially purchased 1,437,500 Founder Shares for $25,000, which increased to 1,725,000 shares after a stock dividend. Due to partial exercise of the over-allotment option, 84,058 Founder Shares were forfeited, leaving 1,640,942 outstanding[62] - The company had two promissory notes with the Sponsor: an unsecured note for up to $175,000 (repaid upon IPO) and a $1,000,000 note issued on March 10, 2020, to pay underwriting discounts, due upon Business Combination[64][65] - An administrative support agreement requires the company to pay an affiliate of the Sponsor $10,000 per month for office space and support, commencing March 5, 2020[66] NOTE 6. COMMITMENTS This note details commitments, including COVID-19 impact and deferred underwriting fees - Management is evaluating the potential negative impact of the COVID-19 pandemic on the company's financial position and search for a target company, though the specific impact is not yet determinable[70] - Underwriters were paid a cash underwriting discount of $1,312,753 and are entitled to a deferred fee of $2,297,319, payable only upon completion of a Business Combination[73] NOTE 7. STOCKHOLDERS' EQUITY This note describes authorized stock, outstanding shares, and terms of Public and Private Warrants - The company is authorized to issue 1,000,000 shares of preferred stock and 30,000,000 shares of common stock. As of March 31, 2020, 2,387,016 common shares were issued and outstanding (excluding 5,817,693 shares subject to possible redemption)[75][76] - Public Warrants become exercisable on the later of one year after IPO closing or Business Combination consummation, at an exercise price of $11.50 per half share. The company may redeem Public Warrants under specific conditions, including a common stock price exceeding $16.50 for 20 trading days[78][81] - Private Warrants are identical to Public Warrants but are exercisable for cash or on a cashless basis and are non-redeemable as long as held by initial purchasers or permitted transferees[79] NOTE 8. FAIR VALUE MEASUREMENTS This note explains the fair value hierarchy and Trust Account investment classification - The company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities. As of March 31, 2020, investments held in the Trust Account, totaling $65,665,310, were classified as Level 1, consisting of money market funds invested in U.S. Treasury Securities[83][84][86] NOTE 9. SUBSEQUENT EVENTS This note confirms no subsequent events requiring adjustment or disclosure were identified - The company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[85] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes financial condition and operations, covering forward-looking statements, SPAC overview, results, liquidity, and policies Special Note Regarding Forward-Looking Statements This note advises on forward-looking statements, risks, and refers to the IPO prospectus - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations. Readers are advised to refer to the Risk Factors section of the IPO prospectus[88] Overview This section overviews LifeSci Acquisition Corp. as a SPAC for business combination - LifeSci Acquisition Corp. is a blank check company formed on December 19, 2018, to effect a Business Combination using proceeds from its IPO, over-allotment option, and private warrants, or a combination of cash, stock, and debt[89] - Issuing additional shares for a Business Combination could significantly reduce existing stockholders' equity, subordinate common stock rights, cause a change in control, and adversely affect market prices. Issuing debt could lead to default, acceleration of obligations, and inability to obtain additional financing[90] Results of Operations This section details operational results, noting no operating revenues and interest income from Trust Account - The company has not generated operating revenues to date, with activities focused on formation, IPO preparation, and identifying a Business Combination target. Non-operating income is derived from interest on Trust Account investments[91] | Metric | Three Months Ended March 31, 2020 | Nine Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | Period from Dec 19, 2018 (inception) Through March 31, 2019 | | :----------------------- | :-------------------------------- | :------------------------------- | :-------------------------------- | :------------------------------------------------------------------- | | Net Loss | $(11,461) | $(11,996) | $0 | $(1,450) | | Operating Costs | $38,589 | $39,124 | $0 | $1,450 | | Interest Income | $27,640 | $27,640 | $0 | $0 | Liquidity and Capital Resources This section discusses liquidity, capital resources, Trust Account funds, and cash usage - Following the IPO, over-allotment exercise, and private warrant sale, $65,637,670 was placed in the Trust Account. Transaction costs totaled $3,757,284, including $1,062,753 in underwriting fees and $2,297,319 in deferred underwriting fees[97] | Metric | As of March 31, 2020 | | :------------------------------------ | :------------------- | | Investments held in Trust Account | $65,665,310 | | Cash outside Trust Account | $749,211 | | Net cash used in operating activities (9 months) | $(100,824) | - Funds outside the Trust Account are primarily for identifying and evaluating target businesses, due diligence, and negotiating a Business Combination. The Sponsor or affiliates may provide Working Capital Loans, repayable upon Business Combination without interest[100][101] Off-balance sheet financing arrangements This section confirms no off-balance sheet arrangements as of March 31, 2020 - As of March 31, 2020, the company had no off-balance sheet arrangements, such as obligations, assets, or liabilities with unconsolidated entities or financial partnerships[104] Contractual obligations This section outlines contractual obligations, including administrative fees and deferred underwriting fees - The company has an agreement to pay an affiliate of the Sponsor $10,000 monthly for office space and administrative support, commencing March 5, 2020, until a Business Combination or liquidation[105] - A deferred underwriting fee of $2,297,319 is payable to the underwriters only upon the completion of a Business Combination[106] Critical Accounting Policies This section highlights critical accounting policies for redeemable stock and net loss per share - The company classifies common stock subject to possible redemption as temporary equity, outside of stockholders' equity, due to redemption rights being outside its control[108] - Net loss per common share is calculated using the two-class method, excluding redeemable common stock from basic net loss per share as they only participate in Trust Account earnings[109] Recent Accounting Pronouncements This section states no material effect from recent accounting pronouncements is expected - Management believes that no recently issued, but not yet effective, accounting pronouncements would have a material effect on the condensed financial statements if currently adopted[110] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states no material market or interest rate risk due to Trust Account investments - As of March 31, 2020, the company was not subject to any material market or interest rate risk[111] - Net proceeds in the Trust Account are invested in U.S. government treasury bills, notes, or bonds with maturities of 180 days or less, or in money market funds investing solely in U.S. treasuries, minimizing interest rate risk[111] Item 4. Control and Procedures This section details disclosure controls evaluation and reports no material changes in internal control Evaluation of Disclosure Controls and Procedures This section confirms effective disclosure controls and procedures as of March 31, 2020 - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2020, and concluded they were effective[113] Changes in Internal Control Over Financial Reporting This section reports no material changes in internal control over financial reporting - There have been no changes in the company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[114] PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits Item 1. Legal Proceedings This section states the company is not currently involved in any legal proceedings - The company has no legal proceedings[115] Item 1A. Risk Factors This section highlights COVID-19's potential adverse impact on business combination search - The company's search for a business combination and any target business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets[117] - The COVID-19 outbreak could restrict travel, limit meetings with investors, make target company personnel unavailable, or cause a prolonged economic downturn, hindering the ability to consummate a business combination[118] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details IPO, over-allotment, private warrants, gross proceeds, and allocation - The company consummated its IPO on March 10, 2020, selling 6,000,000 Units, and an additional 563,767 Units on March 20, 2020, through an over-allotment option, totaling $65,637,670 in gross proceeds[120] - Simultaneously, 2,570,000 Private Warrants were sold to LifeSci Holding, LLC for $0.50 each, generating $1,285,000. These warrants are non-transferable, non-assignable, and non-redeemable under certain conditions[121][122] - Of the gross proceeds, $65,637,670 was placed in the Trust Account. The company paid $1,062,753 in underwriting discounts and commissions and $397,212 for other offering costs, with an additional $2,297,319 in deferred underwriting discounts and commissions[123] Item 3. Defaults Upon Senior Securities This section confirms no defaults upon senior securities - There have been no defaults upon senior securities[125] Item 4. Mine Safety Disclosures This section indicates mine safety disclosures are not applicable - Mine safety disclosures are not applicable to the company[126] Item 5. Other Information This section states there is no other information to report - There is no other information to report[127] Item 6. Exhibits This section lists all exhibits filed, including key agreements and certifications - Key exhibits include the Underwriting Agreement, Amended and Restated Certificate of Incorporation, Warrant Agreement, Letter Agreements, Investment Management Trust Agreement, Stock Escrow Agreement, Registration and Stockholder Rights Agreement, Administrative Services Agreement, and Subscription Agreements[130] - The report also includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act[130] SIGNATURES This section provides the signatures of the CEO and CFO, confirming the report's submission - The report is signed by Andrew McDonald, Chief Executive Officer, and David Dobkin, Chief Financial Officer, on May 6, 2020[135]