siga20200331

siga20200331_10q.htm

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, 2021
	Or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ________ to ___________

Commission File No. 0-23047

SIGA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3864870
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification. No.)

31 East 62nd Street	10065
New York, NY	(zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 672-9100

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, $.0001 par value	SIGA	The Nasdaq Global 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, 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 April 19, 2021, the registrant had outstanding 76,065,078 shares of common stock, par value $.0001, per share.

		Page No.
PART I-FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21

PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
SIGNATURES		24

	*March 31, 2021*			*December 31, 2020*
ASSETS
Current assets
Cash and cash equivalents	$	106,527,495		$	117,890,240
Accounts receivable		4,001,259			3,340,263
Inventory		20,410,371			20,265,519
Prepaid expenses and other current assets		1,950,149			2,112,069
Total current assets		132,889,274			143,608,091

Property, plant and equipment, net		1,986,888			2,103,990
Deferred tax assets, net		2,572,594			2,544,053
Goodwill		898,334			898,334
Other assets		419,448			676,923
Total assets	$	138,766,538		$	149,831,391
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	446,795		$	1,278,217
Accrued expenses and other current liabilities		7,064,722			9,205,293
Total current liabilities		7,511,517			10,483,510
Warrant liability		5,720,410			6,639,211
Other liabilities		2,849,744			2,915,401
Total liabilities		16,081,671			20,038,122
Commitments and contingencies
Stockholders’ equity
Common stock ($.0001 par value, 600,000,000 shares authorized, 76,240,439 and 77,195,704, issued and outstanding at March 31, 2021 and December 31, 2020, respectively)		7,625			7,720
Additional paid-in capital		225,211,481			224,978,430
Accumulated deficit		(102,534,239	)		(95,192,881	)
Total stockholders’ equity		122,684,867			129,793,269
Total liabilities and stockholders’ equity	$	138,766,538		$	149,831,391

	*Three Months Ended March 31,*
	*2021*			*2020*
Revenues
Product sales and supportive services	$	3,523,343		$	113,009
Research and development		1,290,401			2,506,756
Total revenues		4,813,744			2,619,765

Operating expenses
Cost of sales and supportive services		250,848			109,094
Selling, general and administrative		4,056,184			3,176,024
Research and development		2,302,785			3,150,105
Patent expenses		193,334			182,597
Total operating expenses		6,803,151			6,617,820
Operating loss		(1,989,407	)		(3,998,055	)
Gain/(loss) from change in fair value of warrant liability		918,801			(16,065	)
Loss on extinguishment of Term Loan		-			(4,981,461	)
Interest expense		-			(3,016,817	)
Other income, net		25,568			412,363
Loss before income taxes		(1,045,038	)		(11,600,035	)
Benefit for income taxes		232,933			2,702,506
Net and comprehensive loss	$	(812,105	)	$	(8,897,529	)
Basic loss per share	$	(0.01	)	$	(0.11	)
Diluted loss per share	$	(0.02	)	$	(0.11	)
Weighted average shares outstanding: basic		76,757,010			81,240,105
Weighted average shares outstanding: diluted		77,572,587			81,240,105

	*As of*
	*March 31, 2021*		*December 31, 2020*
Raw materials	$	2,625,928	$	2,628,153
Work in-process		15,700,529		15,415,425
Finished goods		2,083,914		2,221,941
Inventory	$	20,410,371	$	20,265,519

	*Fair Value Measurements of Level 3 liability-classified warrant*
Warrant liability at December 31, 2020	$	6,639,211
Decrease in fair value of warrant liability		(918,801	)
Exercise of warrants		—
Warrant liability at March 31, 2021	$	5,720,410

	*Common Stock*						*Additional Paid-in*			*Accumulated*			*Other Comprehensive*		*Total Stockholders'*
	*Shares*			*Amount*			*Capital*			*Deficit*			*Income*		*Equity*
Balances at December 31, 2020		77,195,704		$	7,720		$	224,978,430		$	(95,192,881	)	$	—	$	129,793,269
Net loss					—			—			(812,105	)		—		(812,105	)
Repurchase of common stock		(957,905	)		(95	)		—			(6,529,253	)		—		(6,529,348	)
Payment of common stock tendered for employee stock-based compensation tax obligations		(1,902	)		—			(13,361	)		—			—		(13,361	)
Issuance of common stock upon vesting of RSUs		4,542			—			—			—			—		—
Stock-based compensation		—			—			246,412			—			—		246,412
Balances at March 31, 2021		76,240,439		$	7,625		$	225,211,481		$	(102,534,239	)	$	—	$	122,684,867

2021	$	401,915
2022		368,467
2023		402,078
2024		404,258
2025		406,994
Thereafter		575,887
Total undiscounted cash flows under leases		2,559,599
Less: Imputed interest		(332,140	)
Present value of lease liabilities	$	2,227,459

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Dollar Value of Shares That May Yet Be Purchased Under the Program
January 1, 2021 to January 31, 2021		268,316	$	7.22		268,316	$	19,560,186
February 1, 2021 to February 28, 2021		316,789		6.56		316,789		17,482,800
March 1, 2021 to March 31, 2021		372,800		6.75		372,800		14,967,706
		957,905	$	6.82		957,905

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of SIGA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed on April 14, 2016).
3.2	Amended and Restated Bylaws of SIGA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of the Company filed on April 14, 2016).
3.3	Amendment to Amended and Restated Bylaws of SIGA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company filed on December 13, 2016).
10.1	Third Amended and Restated Employment Agreement, dated January 20, 2021, between SIGA Technologies, Inc. and Robin E. Abrams (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on January 22, 2021).
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

		SIGA TECHNOLOGIES, INC.
		(Registrant)

Date:	May 6, 2021	By:	/s/ Daniel J. Luckshire
			Daniel J. Luckshire
			Executive Vice President and Chief Financial Officer
			(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

	*As of*
	*March 31, 2021*			*December 31, 2020*
Leasehold improvements	$	2,420,028		$	2,420,028
Computer equipment		474,166			532,125
Furniture and fixtures		377,859			377,859
Operating lease right-of-use assets		2,944,932			2,944,932
		6,216,985			6,274,944
Less - accumulated depreciation and amortization		(4,230,097	)		(4,170,954	)
Property, plant and equipment, net	$	1,986,888		$	2,103,990

	*As of*
	*March 31, 2021*		*December 31, 2020*
Deferred revenue	$	3,573,538	$	3,280,947
Compensation		853,833		2,933,738
Income tax payable		697,843		919,555
Vacation		476,991		405,176
Lease liability, current portion		393,936		449,940
Professional fees		336,197		251,824
Other		286,476		486,158
Inventory		236,500		150,349
Research and development vendor costs		209,408		327,606
Accrued expenses and other current liabilities	$	7,064,722	$	9,205,293

	*Three Months Ended March 31,*
	*2021*		*2020*
Stock options		186,191		280,835
Restricted stock units		163,946		236,848
Warrants		—		1,547,296

SEC Form 10-Q filed by SIGA Technologies Inc.