abio-10q_20220331.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 000-22873

ARCA BIOPHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		36-3855489
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

10170 Church Ranch Way, Suite 100, Westminster, CO		80021
(Address of Principal Executive Offices)		(Zip Code)

(720) 940-2200

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ABIO	Nasdaq Capital Market

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. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Number of Shares Outstanding
Common Stock, par value $0.001 per share		On April 29, 2022: 14,410,143

ARCA BIOPHARMA, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2022

		PAGE
Part I Financial Information
Item 1. Financial Statements (unaudited)		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures about Market Risk		22
Item 4. Controls and Procedures		22
Part II Other Information
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3. Defaults Upon Senior Securities		48
Item 4. Mine Safety Disclosures		48
Item 5. Other Information		48
Item 6. Exhibits		49
Signature		51

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCA BIOPHARMA, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2022			2021
	(in thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	49,059		$	53,359
Other current assets		1,480			1,062
Total current assets		50,539			54,421
Right-of-use asset - operating		414			437
Property and equipment, net		43			48
Other assets		18			18
Total assets	$	51,014		$	54,924

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,014		$	1,117
Accrued compensation and employee benefits		168			925
Accrued expenses and other liabilities		1,537			1,456
Total current liabilities		2,719			3,498
Operating lease liability, net of current portion		357			383
Total liabilities		3,076			3,881
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 100 million shares authorized at March 31, 2022 and December 31, 2021; 14,410,143 shares issued and outstanding at March 31, 2022 and December 31, 2021		14			14
Additional paid-in capital		224,672			224,505
Accumulated deficit		(176,748	)		(173,476	)
Total stockholders’ equity		47,938			51,043
Total liabilities and stockholders’ equity	$	51,014		$	54,924

See accompanying Notes to Financial Statements

ARCA BIOPHARMA, INC.

STATEMENTS OF OPERATIONS

(unaudited)




	Three Months Ended
	March 31,
	2022			2021
	(in thousands, except share and per share amounts)
Costs and expenses:
Research and development	$	2,179		$	2,876
General and administrative		1,098			1,226
Total costs and expenses		3,277			4,102
Loss from operations		(3,277	)		(4,102	)

Interest and other income		7			2
Other loss		(2	)		—
Net loss	$	(3,272	)	$	(4,100	)

Net loss per share:
Basic and diluted	$	(0.23	)	$	(0.33	)
Weighted average shares outstanding:
Basic and diluted		14,410,143			12,356,928

See accompanying Notes to Financial Statements

ARCA BIOPHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

	Stockholders’ Equity
					Additional
	Common stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
	(in thousands, except share amounts)

Balance, December 31, 2020		9,548,150	$	10	$	200,665	$	(154,154	)	$	46,521
Issuance of common stock for cash, net of offering costs		4,861,993		4		23,343		—			23,347
Share-based compensation		—		—		141		—			141
Net loss		—		—		—		(4,100	)		(4,100	)
Balance, March 31, 2021		14,410,143		14		224,149		(158,254	)		65,909
Share-based compensation		—		—		133		—			133
Net loss		—		—		—		(4,834	)		(4,834	)
Balance, June 30, 2021		14,410,143		14		224,282		(163,088	)		61,208
Share-based compensation		—		—		104		—			104
Net loss

SEC Form 10-Q filed by ARCA biopharma Inc.