ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one Warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company | ||||||
Auditor Firm ID: |
Auditor Name: |
Auditor Location: | ||
Item 1 |
1 |
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Item 1A. |
23 |
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Item 1B. |
58 |
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Item 2. |
58 |
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Item 3. |
58 |
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Item 4. |
58 |
|||||
Item 5. |
59 |
|||||
Item 6. |
60 |
|||||
Item 7. |
60 |
|||||
Item 7A. |
63 |
|||||
Item 8. |
64 |
|||||
Item 9. |
65 |
|||||
Item 9A. |
65 |
|||||
Item 9B. |
65 |
|||||
Item 9C. |
65 |
|||||
Item 10. |
66 |
|||||
Item 11. |
72 |
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Item 12. |
73 |
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Item 13. |
75 |
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Item 14. |
79 |
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Item 15. |
80 |
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Item 16. |
100 |
• | references to “we,” “us,” “company” or “our company” refer to Phoenix Biotech Acquisition Corp.; |
• | References to “Cantor Fitzgerald” or “Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters of the initial public offering; |
• | references to “CCM” are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC whom we engaged to provide consulting and advisory services in connection with the initial public offering; |
• | references to “initial holders” or “initial stockholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering; |
• | references to “founder shares” are to 4,596,250 shares of our Class B common stock issued by us to our initial stockholders; |
• | references to our “initial public offering” means the initial public offering of 17,500,000 of our units, each unit consisting of one share of our Class A common stock and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of our Class A common stock, which was consummated on October 8, 2021; |
• | references to our “management” or our “management team” refer to our officers; |
• |
references to our “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
• | references to “public stockholders” refer to the holders of our public shares, which may include our initial holders and members of our management team if and to the extent they have purchased public shares, provided that any such holder’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | references to “private placement” refer to the private placement of 885,000 units purchased by our sponsor, Cantor Fitzgerald and CCM, which was consummated simultaneously with the completion of our initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $8.85 million; |
• | references to “placement units” are to the 885,000 units purchased by our sponsor, Cantor Fitzgerald and CCM in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant; |
• | references to “placement shares” are to an aggregate of 885,000 shares of our Class A common stock included within the placement units purchased by our sponsor, Cantor Fitzgerald and CCM in the private placement; |
• | references to “placement warrants” are to warrants to purchase an aggregate of 442,500 shares of our Class A common stock included within the placement units purchased by our sponsor, Cantor Fitzgerald and CCM in the private placement; |
• | references to our “sponsor” and to “Phoenix Biotech Sponsor” are to Phoenix Biotech Sponsor, LLC, a Delaware limited liability company. The manager of our sponsor is Chris Ehrlich; and |
• | references to “trust account” are to the trust account into which $178,500,000 of the net proceeds of the initial public offering and private placement were deposited for the benefit of the public stockholders. |
• | the ability of our officers and directors to generate potential investment opportunities; |
• | our ability to complete our initial business combination; |
• | our success in retaining or recruiting, or changes required in, officers, key employees or directors following our initial business combination; |
• | the allocation by our officers and directors of their time to other businesses and their potential conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | failure to maintain the listing on, or the delisting of our securities from, NASDAQ or an inability to have our securities listed on NASDAQ or another national securities exchange following our initial business combination; |
• | potential changes in control if we acquire one or more target businesses for stock; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
• | newly formed company without an operating history; |
• | delay in receiving distributions from the trust account; |
• | lack of opportunity to vote on our proposed business combination; |
• | lack of protections afforded to investors of blank check companies; |
• | deviation from acquisition criteria; |
• | issuance of equity and/or debt securities to complete a business combination; |
• | lack of working capital; |
• | third-party claims reducing the per-share redemption price; |
• | negative interest rate for securities in which we invest the funds held in the trust account; |
• | our stockholders being held liable for claims by third parties against us; |
• | failure to enforce our sponsor’s indemnification obligations; |
• | warrant holders limited to exercising warrants only on a “cashless basis;” |
• | the ability of warrant holders to obtain a favorable judicial forum for disputes with our company; |
• | dependence on key personnel; |
• | conflicts of interest of our sponsor, officers and directors; |
• | the delisting of our securities by NASDAQ; |
• | dependence on a single target business with a limited number of products or services; |
• | our stockholders’ inability to vote or redeem their shares in connection with our extensions; |
• | shares being redeemed and warrants becoming worthless; |
• | our competitors with advantages over us in seeking business combinations; |
• | ability to obtain additional financing; |
• | our initial stockholders controlling a substantial interest in us; |
• | warrants adverse effect on the market price of our common stock; |
• | disadvantageous timing for redeeming warrants; |
• | registration rights’ adverse effect on the market price of our common stock; |
• | impact of COVID-19 and related risks; |
• | business combination with a company located in a foreign jurisdiction; |
• | changes in laws or regulations; |
• | tax consequences to business combinations; and |
• | exclusive forum provisions in our amended and restated certificate of incorporation. |
Item 1. |
BUSINESS |
• | Potentially reduced management time and distraction: a two-step process. The significant commitment of time and resources can distract management teams from focusing on advancing a company’s product pipeline, a particularly challenging dynamic for high-growth biotechnology company executives. SPACs may offer a more streamlined and efficient path to becoming a publicly-held company. |
• | Improved access to more diverse capital: |
• | Improved price discovery: |
companies. As previously mentioned, IPO valuations are often closely related to private crossover valuations. This limited process of true price discovery can frustrate the ability of biotechnology companies to maximize proceeds at IPO and lead to outsized trading fluctuations post-IPO pricing. SPACs may offer greater price and valuation certainty to management teams. |
• | Risk of IPO Window Closing: |
• | are developing products, technologies, or services that are differentiated or will be differentiated from competitors based on scientific rationale, preclinical and/or clinical data, and address unmet needs, suggesting favorable growth opportunities in the markets in which they operate or intend to operate; |
• | have developed or are developing products, technologies, or services that have progressed sufficiently to evaluate and reduce risk in the investment while having a well-defined path toward value creating milestones; |
• | offer unrecognized or underrecognized value within the investment community; |
• | are led by exceptional management teams and have strong corporate governance and reporting policies in place; and |
• | can benefit from our industry expertise and relationships as well as access to the public capital markets and are expected to be well received by public investors. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial stockholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of the proposed business combination, and |
• | file tender offer documents with the SEC prior to consummating our initial business combination that will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
Item 1A. |
RISK FACTORS |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to meet our debt service obligations; |
• | acceleration of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand and the lender demands payment; |
• | our inability to obtain necessary additional financing if any debt we incur contains covenants restricting our ability to obtain additional financing while the debt is outstanding; |
• | prohibitions of, or limitations on, our ability to pay dividends on our common stock; |
• | use of a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, as well as for expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of growth strategies and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely depend upon the performance of a single business, property or asset, or |
• | depend upon the development or market acceptance of a single or limited number of products, processes or services. |
Public shares |
17,500,000 | |||
Founder shares |
4,596,250 | |||
Private placement shares |
885,000 | |||
|
|
|||
Total shares |
22,981,250 | |||
|
|
|||
Total funds in trust available for initial business combination (less deferred underwriting commissions) |
$ | 169,350,000 | ||
Initial implied value per public share |
$ | 10.20 | ||
Implied value per share upon consummation of initial business combination |
$ | 7.37 |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of, or no, news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in the initial public offering; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our units, common stock and/or warrants. |
Item 1B. |
UNRESOLVED STAFF COMMENTS. |
Item 2. |
PROPERTIES. |
Item 3. |
LEGAL PROCEEDINGS. |
Item 4. |
MINE SAFETY DISCLOSURES. |
Item 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Item 6. |
[RESERVED] |
Item 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Item 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Item 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Item 9A. |
CONTROLS AND PROCEDURES |
Item 9B. |
OTHER INFORMATION |
Item 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Item 10. |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. |
Name |
Age |
Title | ||||
Chris Ehrlich |
52 | Chief Executive Officer and Director | ||||
Daniel Geffken |
65 | Chief Financial Officer | ||||
Douglas Fisher |
46 | President | ||||
Brian G. Atwood |
69 | Director | ||||
Kathleen LaPorte |
60 | Director | ||||
Barbara Kosacz |
64 | Director | ||||
Caroline Loewy |
56 | Director |
• | reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; |
• | discussing with management and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
• | discussing with management major risk assessment and risk management policies; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | reviewing and approving all related-party transactions; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
• | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; |
• | reviewing and approving the compensation of all of our other executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and |
• | monitoring compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits. |
Item 11. |
EXECUTIVE COMPENSATION. |
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our named executive officers and directors that beneficially owns shares of our common stock; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owners |
Class A Common Stock |
Class B Common Stock |
Combined Voting Power (2) |
|||||||||||||||||||||
Number |
% of class |
Number |
% of class |
Number |
% of class |
|||||||||||||||||||
Directors and Executive Officers (1) |
||||||||||||||||||||||||
Chris Ehrlich (3) |
699,996 | 3.8 | % | 4,596,250 | 100.0 | % | 5,296,246 | 23.0 | % | |||||||||||||||
Daniel Geffken |
— | — | — | — | — | — | ||||||||||||||||||
Douglas Fisher |
— | — | — | — | — | — | ||||||||||||||||||
Brian G. Atwood |
— | — | — | — | — | — | ||||||||||||||||||
Kathleen LaPorte |
— | — | — | — | — | — | ||||||||||||||||||
Barbara Kosacz |
— | — | — | — | — | — | ||||||||||||||||||
Caroline Loewy |
— | — | — | — | — | — | ||||||||||||||||||
All directors and executive officers as a group (seven individuals) |
699,996 | 3.8 | % | 4,596,250 | 100.0 | % | 5,296,246 | 23.0 | % | |||||||||||||||
5% or Greater Beneficial Owners : |
||||||||||||||||||||||||
Highbridge Capital Management, LLC (4) |
1,037,794 | 5.6 | % | — | — | 1,037,794 | 4.5 | % | ||||||||||||||||
Beryl Capital Management LLC (5) |
1,230,264 | 6.7 | % | — | — | 1,230,264 | 5.4 | % | ||||||||||||||||
Phoenix Biotech Sponsor, LLC (3) |
699,996 | 3.8 | % | 4,596,250 | 100.0 | % | 5,296,246 | 23.0 | % |
* | Less than 1 percent. |
1. | Unless otherwise noted, the business address of each of the following individuals is c/o Phoenix Biotech Acquisition Corp., 2201 Broadway, Suite 705, Oakland, CA 94612. |
2. | Represents the percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one |
3. | Phoenix Biotech Sponsor, LLC, our sponsor, is the record holder of the shares reported herein. Chris Ehrlich, our Chief Executive Officer, is the manager of our sponsor and has voting and investment discretion with respect to the common stock held by our sponsor. Mr. Ehrlich may be deemed to have beneficial ownership of the common stock held directly by our sponsor, and he disclaims such beneficial ownership other than to the extent of his pecuniary interest therein. Each of our officers and directors is, directly or indirectly, a member of our sponsor. |
4. | Based on information contained in a Schedule 13G/A filed on February 3, 2022 by Highbridge Capital Management, LLC (“Highbridge Capital”). Highbridge Capital, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the “Highbridge Funds”), may be deemed to be the beneficial owner of the 1,037,142 shares of Class A common stock held by the Highbridge Funds. The business address of the reporting person is 277 Park Avenue, 23rd Floor, New York, NY 10172. |
5. | Based on information contained in a Schedule 13G/A filed on February 11, 2022 by Beryl Capital Management LLC (“Beryl”), Beryl Capital Management LP (“Beryl GP”), Beryl Capital Partners II LP (the “Partnership”) and David A. Witkin. Beryl is the investment adviser to the Partnership and other private investment funds (collectively, the “Funds”) and other accounts. Beryl is the general partner of Beryl GP, which is also the general partner of one or more of the Funds. Mr. Witkin is the control person of Beryl and Beryl GP. The Funds hold the shares of Class A common stock for the benefit of their investors, and the Funds and Beryl’s other clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A common stock. Other than the Partnership, no individual client’s holdings of the Class A common stock are more than five percent of the outstanding shares of Class A common stock. Each reporting person disclaims beneficial ownership of the shares of Class A common stock except to the extent of that person’s pecuniary interest therein. The business address of each reporting person is 1611 |
Item 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Affiliation | ||
Chris Erlich |
Prostate Management Diagnostics | Director | ||
Daniel Geffken |
Danforth Advisors Windtree Therapeutics Elicio Therapeutics ProMIS Neurosciences Prilenia Therapeutics Development Corp. Apic Bio Inc. Clear Creek Bio, Inc. Windgap Medical, Inc. Dermbiont, Inc. Vigeo Therapeutics, Inc. AnTolRx, Inc. Calcimedica Inc. OPY Acquisition Corp. Myeloid Therapeutics |
Founder and Managing Director Director Chief Financial Officer and Director Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer Chief Financial Officer | ||
Douglas Fisher |
InterWest Partners Revelation Partners Sera Prognostics Gynesonics Indi Molecular Precipio Diagnostics WeavR Health |
Executive in Residence Venture Partner Chief Business Officer Director Director Director Director | ||
Brian Atwood |
Versant Ventures Clovis Oncology, Inc. Atreca, Inc. |
Managing Director Director Chairman of the Board of Directors | ||
Kathleen LaPorte |
Bolt Biotherapeutics D2G Oncology Elysium Therapeutics Precipio Diagnostics Q32 BIO Inc. 89Bio Inc. |
Director Director Director Director Director Director | ||
Barbara Kosacz |
Kronos Bio XOMA Corp. ArsenalBio, Inc. |
Chief Operating Officer and General Counsel Director Director | ||
Caroline Loewy |
CymaBay Therapeutics, Inc. Aptose Biosciences Inc. PhaseBio Pharmaceuticals, Inc. |
Director Director Director |
Item 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES. |
Item 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) | The following documents are filed as part of this Annual Report: |
Page | ||||
81 | ||||
82 | ||||
83 | ||||
84 | ||||
85 | ||||
86 |
ASSETS |
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CURRENT ASSETS |
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Cash |
$ | |||
Prepaid expenses and other assets |
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Total current assets |
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OTHER ASSETS |
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Prepaid expenses-noncurrent |
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Deferred tax asset |
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Investments held in Trust Account |
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TOTAL ASSETS |
$ | |
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|
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LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT |
||||
Accounts payable and accrued expenses |
$ | |||
Franchise tax payable |
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Due to Affiliate |
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Total current liabilities |
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LONG TERM LIABILITIES |
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Deferred underwriting fee payable |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES |
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REDEEMABLE COMMON STOCK |
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Class A Common stock subject to possible redemption, $ |
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STOCKHOLDERS’ DEFICIT |
||||
Preferred stock, $ |
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Class A common stock; $ (excluding |
||||
Class B common stock; $ g |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
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|
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Total stockholders’ deficit |
( |
) | ||
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|
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | |||
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OPERATING EXPENSES |
||||
General and administrative |
||||
Franchise tax |
||||
|
|
|||
Total operating expenses |
||||
|
|
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OTHER INCOME (EXPENSE) |
||||
Unrealized loss on marketable securities held in Trust Account |
( |
) | ||
LOSS BEFORE PROVISION FOR INCOME TAXES |
( |
) | ||
Income tax expense (benefit) |
( |
) | ||
|
|
|||
NET LOSS |
( |
) | ||
|
|
|||
Weighted average shares outstanding of Class A common stock |
||||
|
|
|||
Basic and diluted net income per share, Class A |
$ | |||
|
|
|||
Weighted average shares outstanding of Class B common stock |
||||
|
|
|||
Basic and diluted net loss per share, Class B |
$ | ( |
) | |
|
|
Common stock |
Additional paid-in capital |
Accumulated deficit |
Total Stockholders’ deficit |
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, June 08, 2021 (inception) |
$ | |
$ | |
$ | $ | $ | |||||||||||||||||||||
Issuance of Common Stock to initial stockholder |
— | — | — | |||||||||||||||||||||||||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs) |
— | — | — | — | — | |||||||||||||||||||||||
Sale of private placement units |
— | — | — | |||||||||||||||||||||||||
Forfeiture of shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion for Class A Common Stock to redemption value |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net Loss |
— | — | — | — | — | $ | ( |
) | $ | ( |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Unrealized loss on marketable securities held in Trust Account |
||||
Income tax expense (benefit) |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses and other assets |
( |
) | ||
Due to Affiliates |
||||
Accounts payable and accrued expenses |
||||
Franchise tax payable |
||||
|
|
|||
Net cash flows used in operating activities |
( |
) | ||
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Cash deposited to Trust Account |
( |
) | ||
|
|
|||
Net cash flows used in investing activities |
( |
) | ||
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Proceeds from initial public offering |
||||
Proceeds from notes payable—related party |
|
|
|
|
Payments from notes payable—related party |
|
|
( |
) |
Proceeds from private placement units |
||||
Proceeds from the issuance of class B stock to sponsor |
||||
Payment of offering costs |
( |
) | ||
|
|
|
||
Net cash flows provided by financing activities |
||||
|
|
|||
NET CHANGE IN CASH |
||||
|
|
|||
CASH, BEGINNING OF PERIOD |
||||
|
|
|||
CASH, END OF PERIOD |
$ | |||
|
|
|||
Supplemental disclosure of noncash activities: |
||||
Deferred underwriting commissions payable charged to additional paid in capital |
$ | |||
Accretion for Class A common stock to redemption value |
|
$ |
|
|
December 31, 2021 |
||||
Current expense |
$ | |||
Deferred tax benefit |
||||
Change in valuation allowance |
( |
) | ||
|
|
|||
Total income tax benefit |
$ | |||
|
|
December 31, 2021 |
||||
Deferred tax assets |
$ | |||
Deferred tax liabilities |
||||
Valuation allowance for deferred tax assets |
( |
) | ||
|
|
|||
Net deferred tax assets |
$ | |||
|
|
December 31, 2021 |
||||
General and administration expenses before business combination |
$ | |||
Valuation allowance for deferred tax assets |
( |
) | ||
|
|
|||
Total |
$ | |||
|
|
December 31, 2021 |
||||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Valuation allowance |
( |
)% | ||
Income tax provision (benefit) |
( |
) % |
Gross proceeds |
$ | |||
Less: | ||||
Fair value of Public Warrants at issuance (net of offering costs) |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus: Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption |
$ |
For the period June 8, 2021 (inception) through December 31, 2021 |
||||||||
Net Income (loss) |
$ |
( |
) | |||||
Accretion for Class A Common Stock to redemption value |
( |
) | ||||||
Net loss including accretion of temporary equity to redemption value |
$ |
( |
) |
Class A |
Class B |
|||||||
NUMERATOR |
||||||||
Allocation of net loss before accretion income |
$ | ( |
) | $ | ( |
) | ||
Accretion for Class A Common Stock to redemption value |
||||||||
Net loss including accretion of temporary equity to redemption value |
$ |
$ |
( |
) | ||||
DENOMINATOR |
||||||||
Weighted Average Shares Outstanding including common stock subject to redemption |
||||||||
Basic and dilution net income (loss) per share |
$ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of Class A common stock equals or exceeds $ |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. |
Level |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
Assets: |
||||||||||||||||
U.S. Treasury Securities |
1 | $ | — | — |
Exhibit No. |
Description | |
1.1 |
||
3.1 |
||
3.2 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5* |
||
10.1 |
||
10.2 |
||
10.3 |
||
10.4 |
||
10.5 |
Exhibit No. |
Description | |
10.6 |
||
10.7 |
||
10.8 |
||
10.9 |
||
14.1 |
||
21.1* |
||
31.1* |
||
31.2* |
||
32.1* |
||
32.2* |
||
101.INS* |
XBRL Instance Document | |
101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* |
XBRL Taxonomy Extension Schema Document | |
101.DEF* |
XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* |
XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments |
* |
Filed herewith |
(1) |
Previously filed as an exhibit to our Current Report on Form 8-K filed on October 12, 2021 |
(2) |
Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-259491) |
Item 16. |
FORM 10-K SUMMARY. |
PHOENIX BIOTECH ACQUISITION CORP. | ||||||
Dated: March 24, 2022 |
/s/ Chris Ehrlich | |||||
Chris Ehrlich | ||||||
Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Chris Ehrlich Chris Ehrlich |
Chief Executive Officer and Director (Principal Executive Officer) |
March 24, 2022 | ||
/s/ Daniel Geffken Daniel Geffken |
Chief Financial Officer ( Principal Financial and Accounting Officer |
March 24, 2022 | ||
/s/ Douglas Fisher Douglas Fisher |
President |
March 24, 2022 | ||
/s/ Brian G. Atwood Brian G. Atwood |
Director |
March 24, 2022 | ||
/s/ Kathleen LaPorte Kathleen LaPorte |
Director |
March 24, 2022 | ||
/s/ Barbara A. Kosacz Barbara A. Kosacz |
Director |
March 24, 2022 | ||
/s/ Caroline M. Loewy Caroline M. Loewy |
Director |
March 24, 2022 |