ptis Therapeutics (COEP) - 2020 Q4 - Annual Report

Part I Business Bull Horn Holdings Corp. is a blank check company (SPAC) seeking an initial business combination in the sports, entertainment, and brands sectors by May 2022 - The company is a blank check company targeting an initial business combination in the sports, entertainment, and brands sectors[18][23] Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | November 3, 2020 | | Units Offered | 7,500,000 | | Price per Unit | $10.00 | | Gross Proceeds from Units | $75,000,000 | | Gross Proceeds from Private Warrants | $3,750,000 | | Amount Placed in Trust Account | $75,750,000 | | Business Combination Deadline | May 3, 2022 (18 months from IPO) | - Acquisition criteria include target enterprise values between $300 million and $900 million, identifiable revenue over $100 million, and global expansion potential[37] - Public shareholders can redeem shares upon a business combination, with redemptions limited to maintain at least $5,000,001 in net tangible assets[67][72] - Failure to complete a business combination by the deadline will result in liquidation and distribution of trust account funds to public shareholders[90] Risk Factors The company faces material risks including its blank check nature, uncertainty of business combination completion, conflicts of interest, and trust account fund vulnerability - The company's nature as a blank check company with no revenue makes target evaluation difficult[116] - Operational risks include the inability to complete a business combination within the timeframe, retaining key personnel, and conflicts of interest among management[116] - Financial and market risks include inability to obtain additional financing, lack of a developed securities market, and vulnerability of trust account funds to third-party claims[116] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[118] Properties The company's executive offices in Miami Beach, Florida, are provided at no cost by its sponsor - Executive offices are located at 801 S. Pointe Drive, Suite TH-1, Miami Beach, Florida 33139[119] - Office space and administrative services are provided at no cost by the company's sponsor[119] Legal Proceedings No litigation is currently pending or contemplated against the company or its officers and directors - To the knowledge of management, there is no pending or contemplated litigation against the company[120] Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable[121] Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's securities trade on Nasdaq, with $75.75 million from IPO proceeds held in trust, and no cash dividends are intended prior to a business combination - The company's securities, including units (BHSEU), ordinary shares (BHSE), and warrants (BHSEW), trade on the Nasdaq Capital Market since late 2020[124] - The company has not paid and does not intend to pay cash dividends prior to completing its initial business combination[126] - Proceeds of $75,750,000 from the IPO and private warrant sale were placed in a U.S.-based trust account[132] Selected Financial Data This section is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations As a pre-revenue blank check company, the firm reported a $67,226 net loss in 2020, with liquidity from $75.75 million in trust and a $2.25 million deferred underwriting fee obligation - The company is a pre-revenue blank check company focused on organizational activities and its IPO[137][140] Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Year ended Dec 31, 2020 | $67,226 | Operating costs of $68,430 offset by interest income of $1,204 | | Year ended Dec 31, 2019 | $2,234 | Consisted of operating costs | - As of December 31, 2020, $75,751,204 in marketable securities were held in the trust account, with other funds for target evaluation[147][148] - The company has a contractual obligation for a $2,250,000 deferred underwriting fee, payable from the trust account upon business combination closing[153] Quantitative and Qualitative Disclosures About Market Risk The company's market risk is minimal, as trust account funds are invested in short-term U.S. government securities or money market funds, limiting interest rate exposure - Funds in the trust account are invested in U.S. government treasury bills or money market funds, minimizing interest rate risk[158] Financial Statements and Supplementary Data This section refers to the company's financial statements and supplementary data, included after Item 15 of the report - The company's financial statements are included at the end of the report, starting on page F-1[159][220] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[161] Controls and Procedures Management concluded the company's disclosure controls and procedures were effective as of December 31, 2020, with no internal control report required yet for a newly public company - Management concluded the company's disclosure controls and procedures were effective as of December 31, 2020[163] - A report on internal control over financial reporting is not included due to the transition period for newly public companies[165] Other Information The company reports no other information - None[167] Part III Directors, Executive Officers and Corporate Governance This section details the company's directors and executive officers, board committees (audit and compensation), and the adopted Code of Conduct and Ethics - The executive officers are Robert Striar (CEO) and Christopher Calise (CFO), both serving as directors[170] - The board has an audit committee and a compensation committee, both with independent directors, and Mr. Wattenberg is the audit committee financial expert[179][180][181] - The company has adopted a Code of Conduct and Ethics[191] Executive Compensation No compensation is paid to the sponsor, officers, or directors prior to a business combination, though expenses are reimbursed, with post-combination fees determined by the compensation committee - No compensation will be paid to the sponsor, officers, or directors before the initial business combination is consummated[193] - Individuals will be reimbursed for out-of-pocket expenses incurred for company activities, including target due diligence[193] - Post-business combination, remaining management may receive fees as determined by the new compensation committee[194] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership of ordinary shares as of March 30, 2021, with the sponsor owning 20% and other significant stockholders listed - As of March 30, 2021, the company had 9,375,000 ordinary shares outstanding[198] Beneficial Ownership | Beneficial Owner | Shares Owned | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Bull Horn Holdings Sponsor LLC | 1,875,000 | 20% | | All directors and executive officers as a group | 1,875,000 | 20% | | Glazer Capital, LLC | 1,066,500 | 11.4% | | Kenneth Griffin | 623,209 | 6.6% | | Mark Carhart | 600,000 | 6.4% | | Lighthouse Investment Partners | 575,000 | 6.1% | | Shaolin Capital Management LLC | 500,000 | 5.3% | Certain Relationships and Related Transactions, and Director Independence This section discloses related party transactions, including the sponsor's purchase of founder shares, repayment of a $300,000 promissory note, potential $1.5 million working capital loans, and expense reimbursements - The sponsor purchased 2,156,250 founder shares for $25,000, with 281,250 shares forfeited due to non-exercise of the over-allotment option[204][205] - The company had an unsecured promissory note with the sponsor for up to $300,000 for offering costs, with $194,830 repaid at IPO closing[207] - The sponsor or affiliates may loan the company up to $1,500,000 for transaction costs, convertible into warrants at $1.00 per warrant upon a business combination[208] Principal Accountant Fees and Services This section summarizes Marcum LLP's fees for FY 2020, totaling approximately $43,000 for audit and $38,000 for IPO-related services, all pre-approved Accountant Fees (Marcum LLP) for FY 2020 | Fee Category | Amount | | :--- | :--- | | Audit Fees (Annual/Quarterly) | ~$43,000 | | Audit Fees (IPO-related) | ~$38,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee pre-approves all auditing and permitted non-audit services performed by the auditors[217] Part IV Exhibits, Financial Statement Schedules This section lists the financial statements and an index of exhibits filed as part of the Form 10-K report - This section provides an index of the financial statements and all exhibits filed with the report[220][221] Form 10-K Summary This item is not applicable - Not applicable[222] Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Marcum LLP issued an unqualified opinion on the company's financial statements for FY 2020 and 2019, confirming fair presentation in conformity with U.S. GAAP - Marcum LLP expressed an unqualified audit opinion on the company's financial statements for the fiscal years 2020 and 2019[225] Financial Statements As of December 31, 2020, the company reported $76.7 million in total assets, $2.26 million in liabilities, and a $67,226 net loss for the year, reflecting its pre-operational SPAC status Balance Sheet Highlights (as of Dec 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Cash | $907,184 | $505 | | Marketable securities held in Trust Account | $75,751,204 | $0 | | Total Assets | $76,710,203 | $171,545 | | Total Liabilities | $2,255,000 | $155,852 | | Ordinary shares subject to possible redemption | $69,455,198 | $0 | | Total Shareholders' Equity | $5,000,005 | $15,693 | Statement of Operations Highlights (Year ended Dec 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Operating Costs | $68,430 | $2,234 | | Interest Income on Trust Account | $1,204 | $0 | | Net Loss | ($67,226) | ($2,234) | | Basic and diluted net loss per share | ($0.03) | ($0.00) | Notes to Financial Statements The notes detail the company's SPAC organization, accounting policies, IPO and private placement specifics, related party transactions, commitments, and share capital structure - The company is a blank check company formed to complete a Business Combination by May 3, 2022, focusing on the sports, entertainment, and brands sectors[244][257] - The company has elected the extended transition period for new accounting standards available to emerging growth companies[263] - The Sponsor paid $25,000 for founder shares, repaid a promissory note for offering costs at IPO, and may provide up to $1.5 million in Working Capital Loans[286][290][292] - The underwriters are entitled to a $2,250,000 deferred fee, payable from the Trust Account upon the closing of a Business Combination[297]