bbi-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2022


☐			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: 000-21088

BRICKELL BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0948554

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

5777 Central Avenue,

Boulder,

80301

(Address of principal executive offices)

(Zip Code)

(720) 505-4755

(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, $0.01 par value per share	BBI	The Nasdaq Stock Market LLC

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, 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 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 ☒

As of May 10, 2022, there were 119,377,286 shares of the registrant’s common stock outstanding.

BRICKELL BIOTECH, INC.

FORM 10-Q

INDEX


FORWARD-LOOKING STATEMENTS		3
RISK FACTORS SUMMARY		4
PART I. FINANCIAL INFORMATION		6
	ITEM 1. Financial Statements	6






	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	36
	ITEM 4. Controls and Procedures	36
PART II. OTHER INFORMATION		38
	ITEM 1. Legal Proceedings	38
	ITEM 1A. Risk Factors	38
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	68
	ITEM 3. Defaults Upon Senior Securities	68
	ITEM 4. Mine Safety Disclosures	68
	ITEM 5. Other Information	68
	ITEM 6. Exhibits	69




	March 31, 2022		December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	17,289	$	26,884

Prepaid expenses and other current assets	3,404		2,716
Total current assets	20,693		29,600
Property and equipment, net	51		58
Operating lease right-of-use asset	45		59

Total assets	$	20,789	$	29,717
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,982	$	1,605
Accrued liabilities	1,706		3,136
Lease liability, current portion	53		69





Total current liabilities	4,741		4,810








Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $0.01 par value, 300,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 119,377,286 shares issued and outstanding as of March 31, 2022 and December 31, 2021	1,194		1,194
Additional paid-in capital	169,631		169,080

Accumulated deficit	(154,777)		(145,367)
Total stockholders’ equity	16,048		24,907
Total liabilities and stockholders’ equity	$	20,789	$	29,717


	Three Months Ended March 31,
		2022		2021



Revenue		$	92	$	17

Operating expenses:
Research and development		6,013		6,052
General and administrative		3,486		2,967
Total operating expenses		9,499		9,019
Loss from operations		(9,407)		(9,002)
Other income		1		31

Interest expense		(4)		(34)




Net loss		$	(9,410)	$	(9,005)




Net loss per share, basic and diluted		$	(0.08)	$	(0.15)

Weighted-average shares used to compute net loss per share, basic and diluted		119,377,286		61,163,581


	Common Stock		Additional Paid-In-Capital					Accumulated Deficit	Total Stockholders’ Equity
		Shares			Par Value



















Balance, December 31, 2021		119,377,286	$	1,194		$	169,080		$	(145,367)	$	24,907






Stock-based compensation		—	—			551			—		551

Net loss		—	—			—			(9,410)		(9,410)
Balance, March 31, 2022		119,377,286	$	1,194		$	169,631		$	(154,777)	$	16,048

Balance, December 31, 2020		53,551,461	$	536		$	132,492		$	(105,893)	$	27,135

Issuance of common stock upon exercise of warrants		12,444,887	124			8,845			—		8,969
Issuance of common stock, net of issuance costs of $50		1,083,548	11			1,617			—		1,628
Issuance of common stock upon restricted stock unit settlement, net of shares withheld for taxes		96,350	1			(53)			—		(52)
Stock-based compensation		—	—			469			—		469

Net loss		—	—			—			(9,005)		(9,005)
Balance, March 31, 2021		67,176,246	$	672		$	143,370		$	(114,898)	$	29,144


	Level 1 (1)



	March 31, 2022		December 31, 2021
Assets:
Money market funds	$	15,345	$	25,875


	March 31, 2022		December 31, 2021
Prepaid clinical trial costs	$	2,280	$	1,443
Prepaid insurance	837		921
Other prepaid expenses	187		168
Accounts receivable	92		125
Other short-term assets	8		59
Total	$	3,404	$	2,716




	March 31, 2022		December 31, 2021
Accrued compensation	$	775	$	1,861
Accrued contracted research and development services	446		823

Accrued professional fees	485		452



Total	$	1,706	$	3,136





Total maturities, through December 31, 2022	$	55
Less imputed interest	(2)
Present value of lease liability	$	53


			March 31, 2022
Common stock warrants			27,944,544
Common stock options outstanding			6,914,539
Shares available for grant under the Omnibus Plan			3,790,186
Shares available for grant under the Employee Stock Purchase Plan			2,450,715



Total			41,099,984

SEC Form 10-Q filed by Brickell Biotech Inc.