SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 7, 2018
STELLAR BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 001-37619 | N/A | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
332 E. Scott Street
Port Hueneme, California 93041
(Address of principal executive offices) (Zip Code)
(805) 488-2800
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company þ
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 Section 13(a) of the Exchange Act. þ
| Item 2.02 | Results of Operations and Financial Condition. |
On February 7, 2018, Stellar Biotechnologies, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 2017 (the Earnings Release). The full text of the Earnings Release is attached hereto as Exhibit 99.1. The information furnished herein and therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | ||
| 99.1 | Press release issued by Stellar Biotechnologies, Inc. dated February 7, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Stellar Biotechnologies, Inc. | ||
| Date: February 7, 2018 | By: | /s/ Kathi Niffenegger |
| Name: | Kathi Niffenegger | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | ||
| 99.1 | Press release issued by Stellar Biotechnologies, Inc. dated February 7, 2018. |
Stellar Biotechnologies Reports First Quarter 2018 Financial Results
LOS ANGELES, Feb. 7, 2018 /PRNewswire/ -- Stellar Biotechnologies, Inc. (Nasdaq: SBOT), a leading manufacturer of a key protein utilized in multiple immunotherapy development pipelines targeting Alzheimer's, diabetes, lupus and cancers, among other diseases, today reported financial results for the three months ended December 31, 2017 and provided an update on its business.
"Stellar today has multiple customers progressing in their clinical trials, and we are excited about the opportunities provided by our technology and market position," said Stellar President and Chief Executive Officer Frank Oakes. Results from the first of these third party clinical trials are expected as early as midyear. "While the outcomes of clinical trials cannot be predicted, we are focused operationally on rapidly preparing to meet the greater requirements of anticipated Phase 3 clinical studies," he said.
Stellar Chief Financial Officer Kathi Niffenegger said that during the first quarter, the company completed multiple engineering lots under its optimization initiative and continued to prioritize research and development. "These development projects are designed to support Stellar's commercial partnerships as well as advance our KLH production and manufacturing capabilities."
Financial Results
Total revenues for the quarter ended December 31, 2017 were $.02 million compared to $.14 million for the same period in 2016. The change was primarily due to a decrease in product sales volume. While the company's customer base has not changed significantly, product sales volumes are subject to variability associated with the rate of development and progression of clinical studies of third-party products that utilize Stellar KLH.
Total expenses decreased by $0.15 million to $1.41 million for the quarter ended December 31, 2017 compared to $1.56 million for the same period in 2016.
For the first quarter of fiscal year 2018, Stellar reported a net loss of $1.40 million, or $0.13 per basic share, compared to a net loss of $1.49 million, or $0.15 per basic share, for the first quarter of the prior year.
At December 31, 2017, the company had working capital of $5.1 million. Cash, cash equivalents and short-term investments totaled $5.4 million.
Stellar will file its Form 10-Q for the quarter ended December 31, 2017 with the Securities and Exchange Commission on or about February 7, 2018. To view the company's filings with the Canadian Securities Administrators (CSA), visit the CSA's SEDAR website.
About Stellar Biotechnologies
Based north of Los Angeles at the Port of Hueneme, Stellar Biotechnologies, Inc. (Nasdaq: SBOT) is the leader in sustainable manufacture of Keyhole Limpet Hemocyanin (KLH), an immune-stimulating protein utilized as a carrier molecule in therapeutic vaccines (targeting cancers, immune disorders, Alzheimer's and inflammatory diseases) and for assessing immune system function. KLH can also be used in immunotoxicology studies for monitoring the immunomodulatory effects of drug candidates. Stellar is committed to meeting the growing demand for commercial-scale supplies of GMP grade KLH, ensuring environmentally sound KLH production, and developing KLH-based active immunotherapies. Stellar KLH is a trademark of Stellar Biotechnologies.
Follow Stellar: LinkedIn | Twitter | Facebook | Google+
Stellar Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," "will," "would," "could," "should," "might," "potential," or "continue" and variations or similar expressions. Readers should not unduly rely on these forward-looking statements, which are not a guarantee of future performance. There can be no assurance that forward-looking statements will prove to be accurate, as all such forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause actual results or future events to differ materially from the forward-looking statements. Such risks include, but may not be limited to: general economic and business conditions; technology changes; competition; changes in strategy or development plans; availability of funds and resources; anticipated requirements for operating capital; governmental regulations and the ability or failure to comply with governmental regulations; changes in trade policy and international law; the timing of Stellar's or its partners' anticipated results, including in connection with clinical trials; the ability to meet the goals of Stellar's joint ventures and strategic partnerships; and other factors referenced in Stellar's filings with securities regulators. For a discussion of further risks and uncertainties related to the Stellar's business, please refer to Stellar's
public company reports filed with the U.S. Securities and Exchange Commission and the British Columbia Securities Commission. All forward-looking statements are made as of the date hereof and are subject to change. Except as required by law, Stellar assumes no obligation to update such statements. This press release does not constitute an offer or solicitation of an offer for sale of any securities in any jurisdiction, including the United States.
Condensed Interim Consolidated Statements of Operations | |||
(Unaudited - Prepared by Management) | |||
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| Three Months Ended | |
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| December 31, | December 31, |
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| 2017 | 2016 |
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Total Revenues | $ 20,487 | $ 141,856 | |
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Expenses: |
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| Cost of sales | 2,801 | 78,565 |
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| Costs of aquaculture | 98,050 | 84,835 |
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| Research and development | 631,034 | 460,865 |
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| General and administrative | 678,481 | 932,067 |
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| Total Expenses | 1,410,366 | 1,556,332 |
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Loss from Operations | (1,389,879) | (1,414,476) | |
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Other Income (Loss): |
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| Foreign exchange loss | (17,929) | (77,390) |
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| Other income | 7,862 | 6,994 |
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Income tax expense | 800 | 800 | |
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Net Loss | $ (1,400,746) | $ (1,485,672) | |
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Loss per common share: |
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| Basic and diluted | $ (0.13) | $ (0.15) |
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Weighted average number of common shares outstanding: |
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| Basic and diluted | 10,520,096 | 10,136,258 |
Condensed Interim Consolidated Balance Sheets | |||
(Unaudited - Prepared by Management) | |||
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| December 31, | September 30, |
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| 2017 | 2017 |
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Assets: |
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| Cash, cash equivalents and short-term investments | $ 5,368,246 | $ 6,565,352 |
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| Other current assets | 289,060 | 193,095 |
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| Noncurrent assets | 936,088 | 961,558 |
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| Total Assets | $ 6,593,394 | $ 7,720,005 |
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Liabilities and Shareholders' Equity: |
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| Accounts payable and accrued liabilities | $ 574,376 | $ 320,947 |
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| Shareholders' equity | 6,019,018 | 7,399,058 |
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| Total Liabilities and Shareholders' Equity | $ 6,593,394 | $ 7,720,005 |
Condensed Interim Consolidated Statements of Cash Flows | ||||
(Unaudited - Prepared by Management) | ||||
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| Three Months Ended | |
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| December 31, | December 31, |
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| 2017 | 2016 |
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Cash Flows Used In Operating Activities: |
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| Net loss | $ (1,400,746) | $ (1,485,672) | |
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| Items not affecting cash: |
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| Depreciation and amortization | 49,309 | 45,470 |
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| Share-based compensation | 20,706 | 36,442 |
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| Foreign exchange loss | 17,929 | 77,390 |
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| Transfer equipment to research and development | 10,835 | - |
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| Changes in working capital items | 157,504 | (38,664) | |
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Net cash used in operating activities | (1,144,463) | (1,365,034) | ||
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Cash Flows From Investing Activities: |
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| Acquisition of property, plant and equipment | (34,767) | (84,424) | |
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| Purchase of short-term investments | (4,174) | (4,804) | |
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| Proceeds on sales and maturities of short-term investments | 1,000,000 | - | |
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Net cash provided by (used in) investing activities | 961,059 | (89,228) | ||
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Effect of exchange rate changes on cash and cash equivalents | (17,876) | (77,233) | ||
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Net change in cash and cash equivalents | (201,280) | (1,531,495) | ||
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Cash and cash equivalents - beginning of period | 4,570,951 | 7,416,904 | ||
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Cash and cash equivalents - end of period | $ 4,369,671 | $ 5,885,409 | ||
CONTACT: Gary Koppenjan, Stellar Biotechnologies, Inc., (805) 488-2800, ir@stellarbiotech.com