UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended:
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Exchange on Which Registered |
Securities registered pursuant to Section 12(g) of the Act:
None
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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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 Section13(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
As of November 2, 2021, there were
1
TABLE OF CONTENTS
Index
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Item 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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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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43 |
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44 |
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2
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would,” “could,” “should,” “potential,” “seek,” “evaluate,” “pursue,” “continue,” “design,” “impact,” “affect,” “forecast,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of such terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.
These forward-looking statements in this Quarterly Report include, among other things, statements about:
3
Any forward-looking statements that we make in this Quarterly Report speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should also read carefully the factors described in the “Risk Factors” included in Part II, Item 1A of this Quarterly Report and Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 16, 2021, or the 2020 Annual Report, to better understand significant risks and uncertainties inherent in our business and underlying any forward-looking statements. As a result of these factors, actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report and you should not place undue reliance on any forward-looking statements.
4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BAUDAX BIO, INC.
Consolidated Balance Sheets
(Unaudited)
(amounts in thousands, except share and per share data) |
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September 30, 2021 |
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December 31, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders' Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of long-term debt, net |
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Current portion of contingent consideration |
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Total current liabilities |
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Long-term debt, net |
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Long-term portion of contingent consideration |
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Other long-term liabilities |
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Total liabilities |
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Shareholders’ deficit: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total shareholders’ deficit |
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Total liabilities and shareholders’ deficit |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
5
BAUDAX BIO, INC.
Consolidated Statements of Operations
(Unaudited)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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(amounts in thousands, except share and per share data) |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenue, net |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Cost of sales |
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Research and development |
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Selling, general and administrative |
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Amortization of intangible assets |
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Change in warrant valuation |
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( |
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Change in contingent consideration valuation |
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Total operating expenses |
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Operating (loss) income |
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Other expense: |
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Other expense, net |
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Net (loss) income |
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$ |
( |
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$ |
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$ |
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$ |
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Per share information: |
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Net (loss) income per share of common stock, basic |
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$ |
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$ |
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$ |
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$ |
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Net (loss) income per share of common stock, diluted |
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$ |
( |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding, basic |
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Weighted average common shares outstanding, diluted |
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See accompanying notes to consolidated financial statements.
6
BAUDAX BIO, INC.
Consolidated Statements of Shareholders’ Deficit
(Unaudited)
For the Nine Months Ended September 30, 2021 |
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Common Stock |
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Additional |
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(amounts in thousands, except share data) |
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Shares |
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Amount |
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paid-in |
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Accumulated |
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Total |
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Balance, December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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Recro Pharma allocation - stock-based |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock and warrants for |
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— |
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Issuance of shares pursuant to vesting of |
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— |
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( |
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— |
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Exercise of warrants |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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Balance, March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock and warrants for |
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— |
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Issuance of shares pursuant to vesting of |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, June 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock and warrants for |
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— |
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— |
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( |
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— |
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Issuance of restricted stock units, net of |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, September 30, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
See accompanying notes to consolidated financial statements.
7
BAUDAX BIO, INC.
Consolidated Statements of Shareholders’ Deficit
(Unaudited)
For the Nine Months Ended September 30, 2020 |
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Common Stock |
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Additional |
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(amounts in thousands, except share data) |
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Shares |
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Amount |
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paid-in |
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Accumulated |
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Total |
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Balance, December 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Recro Pharma allocation - stock-based |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Issuance of common stock and warrants for |
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— |
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Sale of common stock under equity |
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— |
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Issuance of common stock upon Separation |
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— |
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Issuance of shares pursuant to vesting of |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance, March 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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Recro Pharma allocation - stock-based |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Stock issuance costs |
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— |
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— |
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( |
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— |
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( |
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Warrants issued in connection with financing |
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— |
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— |
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— |
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Exercise of warrants |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance, June 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Recro Pharma allocation - stock-based |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance, September 30, 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
See accompanying notes to consolidated financial statements.
8
BAUDAX BIO, INC.
Consolidated Statements of Cash Flows
(Unaudited)
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For the Nine Months Ended September 30, |
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(amounts in thousands) |
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2021 |
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2020 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation |
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Non-cash interest expense |
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Gain on extinguishment of debt |
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( |
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Depreciation expense |
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Amortization |
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Change in warrant valuation |