|
FORM 10-Q
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended December 31, 2013
|
||
OR
|
||
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
Commission file number: 000-51563
|
|
ANTRIABIO, INC
|
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
|
|
27-3440894
|
(State of other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
890 Santa Cruz Avenue, Menlo Park CA
|
|
94025
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(650)-241-9330
|
(Registrant’s Telephone Number, including Area Code)
|
|
(Former name, former address and former fiscal year, if changed since last report)
|
|
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. x Yes ¨ No
|
Indicate by check mark whether the Registrant is ¨ a large accelerated filer, ¨ an accelerated file, ¨ a non-accelerated filer, or x a smaller reporting company (as defined in Rule 12b-2 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 x No
|
Number of shares of issuer’s common stock outstanding as of February 12, 2014: 40,000,000
|
|
Page
|
|
|
PART I - FINANCIAL INFORMATION
|
2
|
|
|
ITEM 1. FINANCIAL STATEMENTS (unaudited)
|
2
|
|
|
Consolidated Balance Sheets December 31, 2013 and June 30, 2013
|
2
|
|
|
Consolidated Statements of Operations - Three and six months ended December 31, 2013 and 2012, and from March 24, 2010 (inception) to December 31, 2013
|
3
|
|
|
Consolidated Statements of Stockholders’ Deficit - From March 24, 2010 (inception) to December 31, 2013
|
4
|
|
|
Consolidated Statements of Cash Flows - Six months ended December 31, 2013 and 2012, and from March 24, 2010 (inception) to December 31, 2013
|
5
|
|
|
Notes to Consolidated Financial Statements
|
6
|
|
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
17
|
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCUSSION ABOUT MARKET RISK
|
20
|
ITEM 4. CONTROLS AND PROCEDURES
|
20
|
|
|
PART II OTHER INFORMATION
|
21
|
|
|
ITEM 1. LEGAL PROCEEDINGS
|
21
|
ITEM 1A. RISK FACTORS
|
21
|
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
21
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|
21
|
ITEM 4. MINE SAFETY DISCLOSURE
|
21
|
ITEM 5. OTHER INFORMATION
|
21
|
ITEM 6. EXHIBITS
|
21
|
i | ||
|
·
|
projected operating or financial results, including anticipated cash flows used in operations;
|
|
|
|
|
·
|
expectations regarding capital expenditures, research and development expense and other payments;
|
|
|
|
|
·
|
our beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing;
|
|
|
|
|
·
|
our ability to obtain regulatory approvals for our pharmaceutical drugs and diagnostics; and
|
|
|
|
|
·
|
our future dependence on third party manufacturers or strategic partners to manufacture any of our pharmaceutical drugs and diagnostics that receive regulatory approval, and our ability to identify strategic partners and enter into license, co-development, collaboration or similar arrangements.
|
|
·
|
the loss of key management personnel or sponsored research partners on whom we depend;
|
|
|
|
|
·
|
the progress and results of clinical trials for our product candidates;
|
|
|
|
|
·
|
our ability to navigate the regulatory approval process in the U.S. and other countries, and our success in obtaining required regulatory approvals for our product candidates;
|
|
|
|
|
·
|
commercial developments for products that compete with our product candidates;
|
|
|
|
|
·
|
the actual and perceived effectiveness of our product candidates, and how those product candidates compare to competitive products;
|
|
|
|
|
·
|
the strength of our intellectual property protection, and our success in avoiding infringing the intellectual property rights of others;
|
|
|
|
|
·
|
adverse developments in our research and development activities;
|
|
|
|
|
·
|
potential liability if our product candidates cause illness, injury or death, or adverse publicity from any such events;
|
|
|
|
|
·
|
our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) and obtain financing when required;
|
|
|
|
|
·
|
our expectations with respect to our acquisition activity.
|
1 | ||
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||
|
|
(Unaudited)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,144,792
|
|
$
|
527
|
|
Note receivable - related party
|
|
|
163,829
|
|
|
163,829
|
|
Interest receivable - related party
|
|
|
10,174
|
|
|
3,341
|
|
Inventory
|
|
|
223,000
|
|
|
223,000
|
|
Due from related party
|
|
|
165,023
|
|
|
183,346
|
|
Deferred financing, net
|
|
|
138,393
|
|
|
146,037
|
|
Other current assets
|
|
|
13,969
|
|
|
95,469
|
|
Total current assets
|
|
|
1,859,180
|
|
|
815,549
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Fixed assets, idle
|
|
|
275,717
|
|
|
275,717
|
|
Intangibile assets, net
|
|
|
10,933
|
|
|
12,705
|
|
Total non-current assets
|
|
|
286,650
|
|
|
288,422
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
2,145,830
|
|
$
|
1,103,971
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
477,496
|
|
$
|
188,346
|
|
Accounts payable and accrued expenses - related party
|
|
|
1,068,206
|
|
|
807,001
|
|
Convertible notes payable
|
|
|
3,497,136
|
|
|
3,732,500
|
|
Note payable - related party
|
|
|
234,700
|
|
|
-
|
|
Interest payable
|
|
|
601,459
|
|
|
380,575
|
|
Warrant derivative liability
|
|
|
663,582
|
|
|
157,761
|
|
Total current liabilities
|
|
|
6,542,579
|
|
|
5,266,183
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit:
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
none issued and outstanding |
|
|
-
|
|
|
-
|
|
Common stock, $0.001 par value, 200,000,000
shares authorized; 40,000,000 shares issued and outstanding, December 31, 2013 and June 30, 2013 |
|
|
40,000
|
|
|
40,000
|
|
Additional paid-in capital
|
|
|
6,217,894
|
|
|
3,814,258
|
|
Deficit accumulated during the development stage
|
|
|
(10,654,643)
|
|
|
(8,016,470)
|
|
Total stockholders' deficit
|
|
|
(4,396,749)
|
|
|
(4,162,212)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
2,145,830
|
|
$
|
1,103,971
|
|
2 | ||
|
|
Three Months
|
|
Six Months
|
|
From March 24, 2010
|
|
|||||||||
|
|
Ended December 31,
|
|
Ended December 31,
|
|
(Inception) to
|
|
|||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
December 31, 2013
|
|
|||||
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
(Unaudited)
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
80,751
|
|
$
|
110,514
|
|
$
|
162,025
|
|
$
|
228,155
|
|
$
|
1,062,529
|
|
Compensation and benefits
|
|
|
411,879
|
|
|
193,306
|
|
|
770,332
|
|
|
393,872
|
|
|
5,406,209
|
|
Research and development
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,494
|
|
Insurance
|
|
|
44,264
|
|
|
4,375
|
|
|
89,077
|
|
|
8,616
|
|
|
207,947
|
|
Professional fees
|
|
|
76,968
|
|
|
138,471
|
|
|
242,617
|
|
|
292,879
|
|
|
1,045,560
|
|
Rent
|
|
|
25,887
|
|
|
18,531
|
|
|
38,749
|
|
|
34,323
|
|
|
170,701
|
|
Travel
|
|
|
1,941
|
|
|
11,630
|
|
|
7,396
|
|
|
55,211
|
|
|
246,529
|
|
Amortization
|
|
|
886
|
|
|
-
|
|
|
1,772
|
|
|
-
|
|
|
2,067
|
|
General and administrative
|
|
|
7,542
|
|
|
23,238
|
|
|
39,053
|
|
|
29,892
|
|
|
172,121
|
|
Total operating expenses
|
|
|
650,118
|
|
|
500,065
|
|
|
1,351,021
|
|
|
1,042,948
|
|
|
8,317,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(650,118)
|
|
|
(500,065)
|
|
|
(1,351,021)
|
|
|
(1,042,948)
|
|
|
(8,317,157)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
3,379
|
|
|
71,972
|
|
|
6,833
|
|
|
88,902
|
|
|
144,424
|
|
Interest expense
|
|
|
(623,347)
|
|
|
(109,421)
|
|
|
(788,164)
|
|
|
(214,319)
|
|
|
(1,818,328)
|
|
Derivative expense
|
|
|
(548,556)
|
|
|
-
|
|
|
(505,821)
|
|
|
-
|
|
|
(663,582)
|
|
Total other income (expense)
|
|
|
(1,168,524)
|
|
|
(37,449)
|
|
|
(1,287,152)
|
|
|
(125,417)
|
|
|
(2,337,486)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,818,642)
|
|
$
|
(537,514)
|
|
$
|
(2,638,173)
|
|
$
|
(1,168,365)
|
|
$
|
(10,654,643)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted
|
|
$
|
(0.05)
|
|
$
|
(0.02)
|
|
$
|
(0.07)
|
|
$
|
(0.03)
|
|
$
|
(0.29)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares outstanding - basic and diluted |
|
|
40,000,000
|
|
|
35,284,000
|
|
|
40,000,000
|
|
|
35,284,000
|
|
|
36,415,569
|
|
3 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Additional
|
|
During the
|
|
Total
|
|
||||
|
|
Common Stock, $0.001 Par Value
|
|
Stock
|
|
Paid-in
|
|
Development
|
|
Stockholders'
|
|
||||||||
|
|
Shares
|
|
Amount
|
|
Subscribed
|
|
Capital
|
|
Stage
|
|
Equity (Deficit)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 10, 2010 (Inception)
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
100
|
|
$
|
-
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
35,284,000
|
|
|
35,284
|
|
|
(35,284)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period from March 24, 2010 (Inception) to June 30, 2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(505,630)
|
|
|
(505,630)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011
|
|
|
35,284,000
|
|
|
35,284
|
|
|
(35,284)
|
|
|
100
|
|
|
(505,630)
|
|
|
(505,530)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(783,383)
|
|
|
(783,383)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2012
|
|
|
35,284,000
|
|
|
35,284
|
|
|
(35,284)
|
|
|
100
|
|
|
(1,289,013)
|
|
|
(1,288,913)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,687,502
|
|
|
-
|
|
|
3,687,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant expense
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
191,126
|
|
|
-
|
|
|
191,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of equity in reverse merger acquisition
|
|
|
4,716,000
|
|
|
4,716
|
|
|
35,284
|
|
|
(64,470)
|
|
|
-
|
|
|
(24,470)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2013
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(6,727,457)
|
|
|
(6,727,457)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2013
|
|
|
40,000,000
|
|
|
40,000
|
|
|
-
|
|
|
3,814,258
|
|
|
(8,016,470)
|
|
|
(4,162,212)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation (Unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
330,636
|
|
|
-
|
|
|
330,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature (Unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,883,708
|
|
|
-
|
|
|
1,883,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant expense (Unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
189,292
|
|
|
-
|
|
|
189,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months ended December 31, 2013 (Unaudited)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,638,173)
|
|
|
(2,638,173)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013 (Unaudited)
|
|
|
40,000,000
|
|
$
|
40,000
|
|
$
|
-
|
|
$
|
6,217,894
|
|
$
|
(10,654,643)
|
|
$
|
(4,396,749)
|
|
4 | ||
|
|
Six Months
|
|
From March 24, 2010
|
|
|||||
|
|
Ended December 31,
|
|
(Inception) to
|
|
|||||
|
|
2013
|
|
2012
|
|
December 31, 2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(2,638,173)
|
|
$
|
(1,168,365)
|
|
$
|
(10,654,643)
|
|
Amortization of notes payable discount
|
|
|
417,636
|
|
|
17,029
|
|
|
705,136
|
|
Amortization of deferred financing costs
|
|
|
149,644
|
|
|
87,429
|
|
|
511,733
|
|
Amortization of intangible asset
|
|
|
1,772
|
|
|
-
|
|
|
2,067
|
|
Stock-based compensation expense
|
|
|
330,636
|
|
|
-
|
|
|
4,018,138
|
|
Derivative expense
|
|
|
505,821
|
|
|
-
|
|
|
663,582
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in other assets
|
|
|
81,500
|
|
|
(120,000)
|
|
|
(88,969)
|
|
(Increase) decrease in due from related parties
|
|
|
18,323
|
|
|
(15,868)
|
|
|
(188,286)
|
|
Increase in accounts payable and accrued expenses
|
|
|
289,150
|
|
|
346,366
|
|
|
478,529
|
|
Increase in accounts payable and accrued expenses - related party
|
|
|
261,205
|
|
|
-
|
|
|
1,066,066
|
|
Increase in interest payable
|
|
|
220,884
|
|
|
109,861
|
|
|
601,459
|
|
Net Cash Used In Operating Activities
|
|
|
(361,602)
|
|
|
(743,548)
|
|
|
(2,885,188)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
-
|
|
|
-
|
|
|
(11,717)
|
|
Acquisition of assets
|
|
|
-
|
|
|
-
|
|
|
(500,000)
|
|
(Increase) decrease in interest receivable - related party
|
|
|
(6,833)
|
|
|
723
|
|
|
(10,174)
|
|
Issuance of note receivable - related party
|
|
|
-
|
|
|
(283,128)
|
|
|
(1,138,057)
|
|
Payments on note receivable - related party
|
|
|
-
|
|
|
23,378
|
|
|
974,228
|
|
Net Cash Used In Investing Activities
|
|
|
(6,833)
|
|
|
(259,027)
|
|
|
(685,720)
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Payments of financing costs
|
|
|
(142,000)
|
|
|
(145,000)
|
|
|
(384,000)
|
|
Proceeds from issuance of convertible notes payable
|
|
|
1,420,000
|
|
|
1,450,000
|
|
|
4,900,500
|
|
Repayments of convertible notes payable
|
|
|
-
|
|
|
-
|
|
|
(35,500)
|
|
Proceeds from issuance of notes payable - related party
|
|
|
234,700
|
|
|
-
|
|
|
234,700
|
|
Net Cash Provided By Financing Activities
|
|
|
1,512,700
|
|
|
1,305,000
|
|
|
4,715,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
1,144,265
|
|
|
302,425
|
|
|
1,144,792
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period
|
|
|
527
|
|
|
25,878
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - End of Period
|
|
$
|
1,144,792
|
|
$
|
328,303
|
|
$
|
1,144,792
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
Cash Paid During the Period for:
|
|
|
|
|
|
|
|
|
|
|
Taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Transactions:
|
|
|
|
|
|
|
|
|
|
|
Assumption of accrued expenses in reverse merger
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,207
|
|
Assumption of due to/from related party in reverse merger
|
|
$
|
-
|
|
$
|
-
|
|
$
|
23,263
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired in asset acquisition:
|
|
|
|
|
|
|
|
|
|
|
Inventory
|
|
$
|
-
|
|
$
|
-
|
|
$
|
223,000
|
|
Fixed assets
|
|
|
-
|
|
|
-
|
|
|
264,000
|
|
Intangible assets
|
|
|
-
|
|
|
-
|
|
|
13,000
|
|
Cash paid for asset acquisition
|
|
$
|
-
|
|
$
|
-
|
|
$
|
500,000
|
|
5 | ||
6 | ||
7 | ||
|
·
|
Level 1: Quoted prices for identical assets and liabilities in active markets;
|
|
·
|
Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
|
|
·
|
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
Balance as of June 30, 2013
|
|
$
|
(157,761)
|
|
Total unrealized gains (losses):
|
|
|
|
|
Included in earnings
|
|
|
(505,821)
|
|
Balance as of December 31, 2013
|
|
$
|
(663,582)
|
|
8 | ||
Material inventory
|
|
$
|
223,000
|
|
Fixed assets
|
|
|
264,000
|
|
Intangible assets
|
|
|
13,000
|
|
|
|
$
|
500,000
|
|
|
⋅
|
Two million dollars ($2,000,000) related to the initiation of Phase 2b clinical studies for a multi-day injectable insulin, payable 30 days after the first dosing of a patient in a formal Phase 2b clinical study;
|
|
⋅
|
Two million dollars ($2,000,000) to be paid within 30 days after the exclusive license of the multi-day injectable insulin in the United States to a commercial pharmaceutical company.
|
|
⋅
|
Five million dollars ($5,000,000) after the initiation of Phase 3 clinical studies for the multi-day injectable insulin by the Company or a licensee of the Company, payable 30 days after the first dosing of a patient in a formal Phase 3 clinical study.
|
|
⋅
|
Ten million dollars ($10,000,000) upon the approval by the FDA or EMEA to allow the marketing and sales of the multi-day injectable insulin by the Company or a licensee of the Company, payable 30 days after the receipt of the approval letter or notice from the FDA or EMEA.
|
|
⋅
|
Twenty five million dollars ($25,000,000) if the twelve month cumulative sales of the multi-day injectable insulin by the Company or a licensee of the Company reaches five hundred million dollars ($500,000,000) in any one given twelve consecutive month period, so long as such period occurs during the life of the patents included in the purchased assets, payable 90 days after the twelfth month in which sales equaled or exceeded five hundred million dollars.
|
9 | ||
10 | ||
11 | ||
|
|
December 31, 2013
|
|
June 30, 2013
|
|
||
|
|
|
|
|
|
|
|
2010 Notes (A)
|
|
$
|
562,500
|
|
$
|
562,500
|
|
2011 Notes (B)
|
|
|
645,000
|
|
|
645,000
|
|
2011 Notes (C)
|
|
|
1,700,000
|
|
|
1,700,000
|
|
2012 Notes (D)
|
|
|
825,000
|
|
|
825,000
|
|
2013 Notes (E)
|
|
|
1,420,000
|
|
|
-
|
|
|
|
|
5,152,500
|
|
|
3,732,500
|
|
Discount on 2013 Notes (E)
|
|
|
(1,655,364)
|
|
|
-
|
|
|
|
$
|
3,497,136
|
|
$
|
3,732,500
|
|
12 | ||
|
|
|
|
|
Weighted
|
|
Weighted Average
|
|
||
|
|
Number of
|
|
Average
|
|
Remaining
|
|
|||
|
|
Options
|
|
Exercise Price
|
|
Contractual Life
|
|
|||
Outstanding, June 30, 2012
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
Granted
|
|
|
9,050,000
|
|
$
|
0.75
|
|
|
|
|
Outstanding, June 30, 2013
|
|
|
9,050,000
|
|
$
|
0.75
|
|
|
4.6
|
|
Outstanding, December 31, 2013
|
|
|
9,050,000
|
|
$
|
0.75
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2013
|
|
|
6,768,058
|
|
$
|
0.75
|
|
|
4.1
|
|
13 | ||
|
|
|
|
|
Weighted
|
|
Weighted Average
|
|
||
|
|
Number of
|
|
Average
|
|
Remaining
|
|
|||
|
|
Warrants
|
|
Exercise Price
|
|
Contractual Life
|
|
|||
Outstanding, June 30, 2012
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
Warrants issued to placement agents
|
|
|
248,542
|
|
$
|
0.33
|
|
|
|
|
Warrants issued to placement agent
|
|
|
1,400,000
|
|
$
|
0.25
|
|
|
|
|
Warrants issued to placement agent
|
|
|
110,000
|
|
$
|
0.85
|
|
|
|
|
Outstanding, June 30, 2013
|
|
|
1,758,542
|
|
$
|
0.30
|
|
|
4.1
|
|
Warrants issued to note holders
|
|
|
710,000
|
|
$
|
0.32
|
|
|
|
|
Outstanding, December 31, 2013
|
|
|
2,468,542
|
|
$
|
0.30
|
|
|
3.4
|
|
14 | ||
Expected volatility
|
|
97% - 111%
|
|
Risk free interest rate
|
|
0.78% - 1.41%
|
|
Warrant term (years)
|
|
3 - 5
|
|
Dividend yield
|
|
0%
|
|
15 | ||
16 | ||
17 | ||
18 | ||
19 | ||
20 | ||
Exhibit Number
|
Description of Exhibits
|
|
|
10.1
|
Placement Agent Agreement dated December 13, 2013*
|
|
|
10.2
|
Form of Letter to Convertible Note Holders dated December 16, 2013*
|
|
|
31.1
|
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
32.2
|
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statements of Cash Flows, (iv) Statements of Stockholders Equity and (v) related notes to these financial statements, tagged as blocks of text.
|
*Filed herewith
|
21 | ||
|
|
ANTRIABIO, INC.
|
|
|
|
|
By:
|
/s/ Nevan Elam
|
|
|
Nevan Elam
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer
|
|
|
and Principal Financial and Accounting Officer)
|
|
|
|
|
Date:
|
February 13, 2014
|
22 | ||