Docoh
Loading...

Nexgel

Filed: 16 Nov 20, 2:56pm

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended: September 30, 2020

 

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 number: 001-36278

 

NexGel, Inc. 

(Exact name of registrant as specified in its charter)

 

Delaware 26-4042544
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   

2150 Cabot Blvd West, Suite B

Langhorne, PA

 19047
(Address of principal executive office) (Zip Code)

 

Registrant’s telephone number, including area code: (215) 702-8550

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 x

 

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 x   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 filerx  
    
Smaller reporting companyxEmerging growth companyx

 

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 by Rule 12b-2 of the Exchange Act). Yes ¨  No x

 

As of November 16, 2020, the registrant had 94,894,079 shares of common stock outstanding.

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

 

 

   

 

 

nEXGEL, INC.

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
   
ITEM 1.Condensed Financial Statements (Unaudited)3
 Condensed Balance Sheets as of September 30, 2020 and December 31, 20193
 Condensed Statements of Operations for the Three and Nine months Ended September 30, 2020 and 20194
 Condensed Statements of Stockholders’ Equity for the Three and Nine months Ended September 30, 2020 and 20195
 Condensed Statements of Cash Flows for the Nine months Ended September 30, 2020 and 20197
 Notes to Condensed Financial Statements8
   
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
ITEM 3.Quantitative and Qualitative Disclosures About Market Risk29
ITEM 4.Controls and Procedures29
   
PART II – OTHER INFORMATION
   
ITEM 1.Legal Proceedings29
ITEM 1A. Risk Factors30
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds30
ITEM 3.Defaults Upon Senior Securities30
ITEM 4.Mine Safety Disclosures30
ITEM 5. Other Information30
ITEM 6.Exhibits30
   
Signatures 32

 

2

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

NEXGEL, INC 

CONDENSED BALANCE SHEETS 

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 

(Unaudited)

(in thousands, except share and per share data)

 

  September 30,
2020
  December 31,
2019
 
ASSETS:        
Current Assets:        
Cash $157  $261 
Accounts receivable, net  118   102 
Inventory  157   113 
Prepaid expenses and other current assets  29   37 
Total current assets  461   513 
Property and equipment, net  403   282 
Intangibles  328   - 
Operating lease – right-of-use asset  834   917 
Other assets  178   178 
Total assets $2,204  $1,890 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Accounts payable $434  $510 
Accrued expenses and other current liabilities  94   27 
Note payable  147   - 
Warrant liability  57   56 
Operating lease liability, current portion  207   207 
Total current liabilities  939   800 
Notes payable  264   - 
Operating lease liability, net of current portion  627   710 
Total liabilities $1,830   1,510 
         
Commitments and Contingencies        
         
Preferred Stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding  -   - 
Common Stock, par value $0.001 per share, 3,000,000,000 shares authorized; 88,965,208 and 57,505,208 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively  89   57 
Additional paid-in capital  2,106   561 
Accumulated deficit  (1,821)  (238)
Total stockholders' equity  374   380 
Total liabilities and stockholders' equity $2,204  $1,890 

  

The accompanying notes are an integral part of these condensed financial statements.

 

3

 

NEXGEL, INC. 

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

(Unaudited)

(in thousands, except share and per share data)

 

  Three Months Ended
September 30,
  Nine months Ended
September 30,
 
  2020  2019  2020  2019 
Revenues, net $242  $287  $573  $541 
                 
Cost of revenues  210   213   559   641 
                 
Gross (loss)/profit  32   74   14   (100)
                 
Operating expenses                
  Selling, general and administrative  567   -   1,598   1,511 
  Total operating expenses  567   -   1,598   1,511 
                 
Net income (loss) from operations  (535)  74   (1,584)  (1,611)
                 
Other income (expense)                
Interest expense  (13)  -   (5)  - 
Other income  4   -   7   - 
Changes in fair value of warrant liability  (1)  -   (1)  - 
Total other income (expense)  (10)  -   1   - 
                 
Net income (loss) $(545) $74  $(1,583) $(1,611)
Net income (loss) per common share - basic $(0.01) $(0.01) $(0.02) $(0.31)
Net income (loss) per common share - diluted $(0.01) $(0.01) $(0.02) $(0.31)
Weighted average shares used in computing net income (loss) per common share - basic  86,939,054   5,751,510   75,987,278   5,256,711 
Weighted average shares used in computing net income (loss) per common share – diluted  86,939,054   5,751,510   75,987,278   5,256,711 

 

The accompanying notes are an integral part of these condensed financial statements.

 

4

 

NEXGEL, INC. 

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

(Unaudited) 

(in thousands, except share data)

 

  Common Stock  Additional
Paid-in
  Parent’s
Net
  Retained
Earnings (Accumulated
  Total
Stockholders'
 
  Shares  Amount  Capital  Investment  Deficit)  Equity (Deficit) 
Balance, January 1, 2020  57,505,208  $57  $561  $         -  $(238) $380 
                         
Stock compensation  -   -   64   -   -   64 
                         
Issuance of common stock  15,500,000   16   604   -   -   620 
                         
Net loss  -   -   -   -   (508)  (508)
                         
Balance, March 31, 2020  73,005,208  $73  $1,229  $-  $(746) $556 
                         
Stock compensation  -   -   40   -   -   40 
                         
Issuance of common stock for acquisition  9,375,000   9   366   -   -   375 
                         
Net loss  -   -   -   -   (530)  (530)
                         
Balance, June 30, 2020  82,380,208  $82  $1,635  $-  $(1,276) $441 
Stock compensation      -   83   -   --   83 
                         
Issuance of common stock  6,585,000   7   388   -   -   395 
                         
Net loss      -   -   -   (545)  (545)
                         
Balance, September 30, 2020  88,965,208  $89  $2,106  $   $(1,821) $374 

 

5

 

 

NEXGEL, INC. 

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

(Unaudited) 

(in thousands, except share data)

 

   Common Stock   Additional
Paid-in
   Parent’s
Net
   Retained
Earnings
(Accumulated
   Total
Stockholders'
 
   Shares   Amount   Capital   Investment   Deficit)   Equity (Deficit) 
Balance, January 1, 2019  -  $-  $-  $281  $-  $281 
                         
Net loss  -   -   -   (612)  -   (612)
                         
Net contributions from Former Parent  -   -   -   556   -   556 
                         
Balance, March 31, 2019  -  $-  $-  $225  $-  $225 
                         
Net loss  -   -   -   (1,073)  -   (1,073)
                         
Transfer from parent  -   -   -   789   -   789 
                         
Reclassification of net parent investment in connections with spin-off, June 21, 2019  -   -   (59)  59   -   - 
                         
Common stock distributed in connection with spin-off, June 21, 2019  5,005,211   5   (5)  -   -   - 
                         
Balance, June 30, 2019  5,005,211  $5  $(64) $-  $-  $(59)
                         
Share-based compensation  -   -   3   -   -   3 
                         
Issuance of common stock, net of issuance costs  3,269,500   3   167   -   -   170 
                         
Net income  -   -   -   -   74   74 
                         
Balance, September 30, 2019  8,274,711  $8  $106  $-  $74  $188 

 

The accompanying notes are an integral part of these condensed financial statements.

 

6

 

NEXGEL, INC. 

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

(Unaudited) 

(in thousands)

 

  Nine months Ended
September 30,
 
  2020  2019 
Operating Activities        
Net loss $(1,583) $(1,611)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  70   53 
Share-based compensation  187   3 
Changes in fair value of warrant liability  1   - 
         
Changes in operating assets and liabilities:        
Accounts receivable  (16)  (100)
Inventory  (23)  (12)
Prepaid expenses and other assets  8   200 
Accounts payable  (88)  322 
Accrued expenses and other liabilities  66   (282)
Net Cash Used in Operating Activities  (1,378)  (1,427)
         
Investing Activities        
   Purchase of equipment  (152)  - 
 Net Cash Used in Investing Activities  (152)  - 
         
Financing Activities        
Issuance of common stock, net of issuance costs  1,015   170 
Proceeds from notes payable  411   - 
Net contributions from Former Parent  -   1,345 
Net Cash Provided by Financing Activities  1,426   1,515 
Net Increase in Cash  (104)  88 
Cash – Beginning of period  261    
Cash – End of period $157  $88 
Supplemental Disclosure of Cash Flows Information        
Cash paid during the year for:        
Non-cash Investing and Financing Activities      - 
Common shares issued for acquisition $375  $- 
Inventory acquired from acquisition $21  $- 
Accounts payable acquired from acquisition $13  $- 

  

The accompanying notes are an integral part of these condensed financial statements.

 

7

 

 

NEXGEL, INC.

 

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

 

(in thousands, except share and per share data)

 

 1.Description of Business, the Spin-off and Basis of Presentation

 

Description of Business

 

NexGel, Inc. (the “Company” or “NexGel”) manufactures high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. The Company specializes in custom gels by capitalizing on proprietary manufacturing technologies. The Company has historically served as a contract manufacturer supplying its gels to third parties who incorporate them into their own products. NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019. The Company is implementing a new strategy to become a consumer products business focused on proprietary branded products and white label opportunities.

 

The Spin-Off

 

On June 21, 2019, AquaMed became an independent company through the pro rata distribution (“Spin-Off”) by Adynxx, Inc. (“Adynxx” and the “Parent”) in connection with the closing of a reverse merger between Adynxx, Inc. and Alliqua BioMedical, Inc., (“Alliqua”) of AquaMed’s common stock for common stock of Parent. Adynxx, Inc. was previously known as Alliqua BioMedical, Inc. and subsequently changed its name to Adynxx, Inc. on May 3, 2019. The terms and conditions of the Spin-Off provided that each record holder of Parent stock as of April 22, 2019, received one share of AquaMed common stock in book-entry form and resulted in the distribution of 5,005,211 shares of common stock of AquaMed. Following the distribution (“Capitalization”), all existing operations were distributed to AquaMed with the exception of a corporate lease for property in Yardley, Pennsylvania which was retained by Adynxx, Inc.

 

Pursuant to the Spin-Off and in exchange for the 5,005,211 shares of common stock, AquaMed assumed the following net liabilities from Parent as of June 21, 2019 ($ in thousands):

 

Assets:    
Cash $186 
Accounts receivable, net  72 
Inventory, net  140 
Prepaid expenses and other current assets  101 
Property and equipment, net  155 
Operating lease - right of use asset  976 
Other assets  178 
Total assets  1,808 
     
Liabilities:    
Accounts payable  (496)
Accrued expenses and other current liabilities  (395)
Operating lease liability - current  (207)
Long-term operating lease liability  (769)
Total liabilities  (1,867)
     
Net liabilities assumed in Spin-Off on June 21, 2019 $(59)

 

8

 

Basis of Presentation

 

The balance sheet as of September 30, 2020 and December 31, 2019 and the statements of operations, stockholders’ equity, and cash flows for the nine months ended September 30, 2020 consists of the balances of NexGel as prepared on a stand-alone basis. The statements of operations, stockholders’ equity, and cash flows for the nine months ending September 30, 2019 were prepared on a “carve-out” basis for the periods and dates prior to the Spin-Off. Prior to the separation, these financial statements were derived from the consolidated financial statements and accounting records of Adynxx, Inc.

 

Prior to the Spin-Off, Adynxx used a centralized approach to cash management and financing its operations, including the operations of the Company. Accordingly, none of the cash of Adynxx have been attributed to the Company in the financial statements. Transactions between Adynxx and the Company were accounted for through Parent’s Net Investment.

 

The expenses, including executive compensation, have been allocated by management based either on specific attribution of those expenses or, where necessary and appropriate, based on management’s best estimate of an appropriate proportional allocation.

 

These interim condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), which permit reduced disclosure for interim periods. The condensed balance sheet as of December 31, 2019 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required by generally accepted accounting principles in the United States of America ("GAAP") with respect to annual financial statements. In the opinion of management, the condensed financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2020 and results of operations and cash flows for the nine months ended September 30, 2020 and 2019. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto in the Company’s year-end financial statements for the years ended December 31, 2019 and 2018, which are included in the Company’s Form 10-K/A filed with SEC on April 3, 2020. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.

 

Significant Accounting Policies and Estimates

 

The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes.  These estimates and assumptions include allowance for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates.

 

Accounts receivable, net

 

Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered.

 

Inventory

 

Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence or shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value.

 

Property and equipment, net

 

Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. The Company reviews property and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred.

 

9

 

Goodwill and Intangible Assets

 

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value.

 

Acquired identifiable intangible assets are amortized over the following periods:

 

Acquired intangible Asset Amortization Basis 

Expected Life

(years)

 
Technology-Related Straight-line basis  3 
Marketing-Related Straight-line basis  4 

 

Fair value measurements

 

The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below:

 

Level 1 — Quoted prices for identical assets or liabilities in active markets.

 

Level 2 — Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable.

 

The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable) in the condensed balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments.

 

Revenue recognition

 

On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required.

 

The Company recognizes revenue predominately from one type of revenue, contract manufacturing. Revenue from contract manufacturing is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer.

 

The Company’s customers consist of other life sciences companies and revenues are concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment.

 

Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial.

 

As of September 30, 2020 the Company did not have any contract assets or contract liabilities from contracts with customers. As of September 30, 2020, there were no remaining performance obligations that the Company had not satisfied.

 

10

 

Share-based compensation

 

The Company’s 2019 Long-Term Incentive Plan provides certain employees, contractors and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the condensed statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation - Stock Compensation, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This new standard is effective for the Company on January 1, 2020. The Company early adopted this new standard in the third quarter of 2019 and it did not have material impact to its condensed financial statements.

 

Income taxes

 

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates.

 

Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the condensed financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the condensed financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed.

 

Segment reporting

 

The Company operates in one business segment as a contract manufacturer of aqueous polymer hydrogels. As a result, the Company’s operations are a single reportable segment, which is consistent with the Company’s internal management reporting.

 

11

 

Recently Adopted Accounting Standards

 

In February 2016, the Financial Accounting Standards Board (the “FASB”) established ASC Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required.

 

The Company adopted the new standard on leases on January 1, 2019. The Company currently recognizes an operating lease right-of-use asset and a corresponding lease liability on its condensed balance sheet. The Company also applies the following accounting policies related to this standard:

 

 The Company does  not recognize ROU assets and liabilities for leases with a term of 12 months or less; and
 The Company does not separate lease and non-lease components in the Company’s lease contracts.

 

Recently Issued Accounting Standards

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

Financial Instruments—Credit Losses

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In November 2019, the FASB issued ASU No. 2019-10 Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The update allows the extension of the initial effective date for entities which have not yet adopted ASU No. 2016-02. The standard is effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions by recording a cumulative effect adjustment to retained earnings. The Company has not yet adopted ASU 2016-13 and currently assessing the impact of this new standard on its financial statements.

 

Collaborative Arrangements

 

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808). This update clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers (“ASU 2018-18”). The update clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, the update precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. This update will be effective for the Company for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606 and early adoption is permitted. The adoption of this standard will not have a material impact on the Company’s financial statements as the Company does not have any collaborative agreements. However, there is a potential for the Company to enter into collaborative agreements in the future, as it expands into consumer markets.

 

Fair Value Measurement—Disclosure Framework

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which amends ASC Topic 820, Fair Value Measurements. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The effective date is the first quarter of fiscal year 2021, with early adoption permitted for the removed disclosures and delayed adoption permitted until fiscal year 2021 for the new disclosures. The removed and modified disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company has not yet adopted ASU 2018-13 and currently assessing the impact of this new standard on its financial statements.

 

12

 

 2.Going Concern

 

As of September 30, 2020, the Company had a cash balance of $157,000. For the nine months ended September 30, 2020, the Company incurred a net loss of $1,583,000 and had a net usage of cash in operating activities of $1,378,000. In addition, the Company had a working capital deficit of $479,000 as of September 30, 2020.

 

The Company expects to continue incurring losses for the foreseeable future and will need to raise additional capital to support ongoing operations. The ability of the Company to continue to operate as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve profitable operations. Management is evaluating various options to raise capital to fund the Company’s working capital requirements through equity offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtained on terms satisfactory to the Company. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 3.Net Loss Per Common Share

 

 a.Basic loss per share data is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share data is computed using the weighted-average number of common and dilutive common-equivalent shares outstanding during the period. Dilutive common-equivalent shares consist of shares that would be issued upon the exercise of stock options and other common stock equivalents, computed using the treasury stock method. The number of shares that may be issued for share-based payment awards under the Company’s 2019 Long-Term Incentive Plan are excluded from the calculation of weighted average dilutive common shares for the nine months ended September 30, 2020, to the extent they are issued and outstanding, because their effect would be anti-dilutive.

 

 b.On June 21, 2019, the date of consummation of the Spin-Off, 5,005,211 shares of the Company’s Common Stock, par value $0.001 per share, was distributed to Adynxx shareholders of record as of April 22, 2019. This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off as no common stock was outstanding prior to the date of the Spin-Off. For the nine months ended September 30, 2019 calculations, these shares are treated as issued and outstanding from January 1, 2019 for purposes of calculating historical basic and diluted earnings per share. The financial statements for 2019 were adjusted herein to reflect the subsequent consummation of the spinout and the inclusion of basic and diluted earnings per share, as described above, consistent with that of the year ended December 31, 2019.

 

13

 

 4.Acquisition

 

On May 29, 2020, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) whereby the Company purchased all of the outstanding equity securities of Sport Defense LLC, a Delaware limited liability company (“Sports Defense”), from the members of Sport Defense (the “Sellers”). Subsequent to the Closing Date, Sport Defense is a wholly-owned subsidiary of the Company.

 

Sport Defense is a marketing and distribution company that leverages the unique benefits of ultra-gentle, high-water content hydrogels, manufactured by the Company, to build brands that treat various ailments of the skin caused by athletic training, such as blisters, turf burns, scrapes and skin irritations.

 

Under the terms of the Purchase Agreement, the purchase price paid to the Sellers was an aggregate of $375 thousand (the “Purchase Price”) which was paid by the Company through the issuance of an aggregate of 9,375,000 shares of the Company’s common stock, par value $0.001 (the “Shares”), which equates to a per share purchase price of $0.04. The Shares are “restricted securities” as such term is defined by Rule 144 promulgated under the Securities Act of 1933, as amended.

 

Adam Levy, the Company’s Chief Executive Officer and Chief Financial Officer, and Nachum Stein, a member of the Company’s Board of Directors (the “Board”), were each members of Sport Defense and part of the Sellers. Mr. Levy received 1,546,875 of the Shares and Mr. Stein received 3,187,500 of the Shares. Due to the potential conflict of interest that existed because of Messrs. Levy and Stein’s partial ownership of Sport Defense, the Board obtained an independent investment bank to prepare a valuation report with respect to Sport Defense. This valuation report supported the Purchase Price. Also, Mr. Stein recused himself from the vote of the Board regarding the approval to purchase Sport Defense.

 

The Purchase Agreement and the Sport Defense acquisition were not subject to approval by the shareholders of the Company. The Purchase Agreement contained minimal representations and warranties regarding Sport Defense and certain limited representations and warranties regarding the Company and the Sellers.

 

The provisional fair value of the purchase consideration issued to the Seller was allocated to the net tangible assets acquired. The Company accounted for the Sports Defense acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $375 thousand. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill.

 

The Company is currently in the process of completing the preliminary purchase price allocation as an acquisition of certain assets. The final purchase price allocation for Sports Defense’s will be included in the Company’s financial statements in future periods. The table below shows preliminary analysis for the Sports Defense acquisition:

 

Provisional Purchase Consideration at preliminary fair value:   
Purchase price $375 
Amount of consideration $375 
Assets acquired and liabilities assumed at preliminary fair value    
Inventories  21 
Technology related intangibles  294 
Marketing related intangibles  73 
Accounts payable and accrued expenses  (13)
Other liabilities  - 
Net tangible assets acquired $375 
     
Total net assets acquired $375 
Consideration paid  375 
Preliminary goodwill $- 

 

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Sports Defense acquisition been completed as of January 1, 2019 or to project potential operating results as of any future date or for any future periods.

 

  For the Nine months Ended
September 30,
 
  2020  2019 
Revenues, net $590  $569 
Net loss allocable to common shareholders $(1,535) $(1,601)
Net loss per share $(0.02) $(0.11)
Weighted average number of shares outstanding  83,799,778   14,631,711 

 

14

 

 

 

 5.Leases

 

The Company has one operating lease for a commercial manufacturing facility and administrative offices located in Langhorne, Pennsylvania that runs through January 2026.

 

The right-of-use asset and lease liability from this operating lease were recognized in the opening balance sheet as of January 1, 2019 and are based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rate.

 

The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of September 30, 2020 ($ in thousands):

 

Maturity of Lease Liability Operating Lease
Liability
 
2020 $52 
2021  207 
2022  207 
2023  207 
Thereafter  433 
Total undiscounted operating lease payments $1,106 
Less: Imputed interest  (272)
Present value of operating lease liability $834 
     
Weighted average remaining lease term  5.3 years 
Weighted average discount rate  11.0%

 

Total operating lease expense for the nine months ended September 30, 2020 and 2019 was $156 thousand and is recorded in cost of goods sold and selling, general and administrative expenses on the condensed statement of operations.

 

 6.Inventory

 

Inventory consists of the following ($ in thousands):

 

  September 30,  December 31, 
  2020  2019 
Raw materials $157  $113 
Less: Inventory reserve for excess and slow moving inventory  -   - 
Total $157  $113 

 

As a contract manufacturer, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. There was no work in progress or finished goods inventories as of September 30, 2020 and December 31, 2019.

 

15

 

7.Property and Equipment, Net

 

Property and equipment consist of the following ($ in thousands):

 

  Useful Life  September 30,  December 31, 
  (Years)  2020  2019 
Machinery and equipment  3 - 10  $2,894  $2,893 
Office furniture and equipment  3 - 10   49   49 
Leasehold improvements  6   228   228 
Construction in progress  N/A   301   150 
       3,472   3,320 
Less: accumulated depreciation and amortization      (3,069)  (3,038)
Property and equipment, net     $403  $282 

  

Depreciation and amortization expense for the nine months ended September 30, 2020 and 2019 was $31 thousand and $53 thousand, respectively.

 

8.Intangible Assets

 

The following provides a breakdown of identifiable intangible assets as of September 30, 2020:

 

  September 30, 2020 
Technology Related    
Identifiable intangible assets, gross $294 
Accumulated amortization  (33)
Technology Related identifiable intangible assets, net  261 
Marketing Related    
Identifiable intangible assets, gross  73 
Accumulated amortization  (6)
Marketing related identifiable intangible assets, net  67 
Total Identifiable intangible assets, net $328 

 

In connection with the acquisitions of Sports Defense, the Company identified intangible assets of $375 thousand representing technology related and customer related intangibles. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 3.1 years and amortization expense amounted to $39 thousand for the nine months ended September 30, 2020.

 

As of September 30, 2020, the estimated annual amortization expense for each of the next five fiscal years is as follows:

 

2020 (remainder) $29 
2021  116 
2022  116 
2023  59 
2024  8 
     
Total $328 

 

16

 

9.Accrued Expenses and Other Current Liabilities

 

Accrued expenses and other current liabilities consist of the following ($ in thousands):

 

  September 30,  December 31, 
  2020  2019 
Salaries, benefits and incentive compensation $90  $14 
Other  4   13 
Total accrued expenses and other current liabilities $94  $27 

 

10.Note Payable

 

PPP Loan

 

On April 22, 2020, the Company, entered into a promissory note (the “Promissory Note”) with PNC Bank, N.A. (the “Bank”), which provides for a loan in the amount of $147,300 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the proceeds from the PPP Loan for qualifying expenses and to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. However, the Company cannot completely assure at this time that such forgiveness of the PPP Loan will occur.

 

Economic Injury Disaster Loan

 

On May 28, 2020, the Company entered into the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $260,500, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning May 28, 2021 (twelve months from the date of the SBA Note in the amount of $1,270. The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company received an $8,000 advance, which does not have to be repaid.

 

17

 

 

11.Common Stock

 

On September 10, 2019, the Company entered into a Stock Purchase Agreement to issue and sell shares of the Company’s common stock, par value $0.001 per share, in a private placement offering to accredited investors for an aggregate of up to $175 thousand on the initial closing date, and an aggregate of up to $575 thousand of shares of common stock on a subsequent closing date at a price per share equal to $0.053525. On September 10, 2019, certain accredited investors purchased 3,269,500 shares of the Company’s common stock that resulted in cash proceeds of $175 thousand. For their commitment to invest the $175 thousand, the two shareholders who invested in the September 10, 2019 private placement each became a member of the Company’s Board of Directors and gained control of the Company. Their investments carried full ratchet protection on the purchase price per share of $0.053525 because the actual price of the shares in the September 10, 2019 private placement was undetermined at that time. The final price per share of the September 10, 2019 private placement, which was governed by a term sheet dated August 27, 2019, was ultimately determined to be $0.014. On November 6, 2019 and pursuant to the Stock Purchase Agreement, the Company issued an additional 39,999,998 shares of its common stock, par value $0.001 per share, in a private placement offering to accredited investors valued at $0.014 per share and raised $560 thousand. Proceeds from this offering are expected to be used for working capital and general business operations. Upon the completion of the secondary offering on November 6, 2019 that provided for the settlement of the ratchet protection, there was a reclassification from Additional paid-in capital to Common stock for the par value of the 9,230,500 additional shares that were issued to the two shareholders who invested in the September 10, 2019 private placement. Issuance costs related to the September 10, 2019 and November 6, 2019 private placements totaled $5 thousand dollars in legal fees and $56 thousand related to warrants issued as an equity issuance cost. See Note 13– Warrant Liability.

 

Share issuances

 

From February 6, 2020 through March 20, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 15,500,000 shares of our common stock at a price per share equal to $0.04 for an aggregate purchase price of $620,000. Proceeds from this offering are expected to be used for working capital, new product development and testing, and general business operations. The placement agent for the private placement and is entitled to receive a total fee equal to 6% of the total gross proceeds and warrants to purchase the number of shares of Common Stock equal to 10% of the number of shares of Common Stock issued to the Investors, for such services rendered. The warrants are exercisable for 3 years at an exercise price equal to $0.04.

 

From July 30, 2020 through August 14, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 6,585,000 shares of our common stock at a price per share equal to $0.06 for an aggregate purchase price of $395,100. Proceeds from this offering are expected to be used for working capital, new product development and testing, and general business operations. None of these shares have been issued as of the date of this filing but will be issued subsequently to the filing.

  

As of September 30, 2020, the Company has reserved common stock for issuance in relation to the following:

 

Share-based compensation plan  17,000,000 
Warrants to purchase common stock  5,250,000 

 

18

 

On February 10, 2020, a majority of our stockholder through a written consent approved the following: an amendment to our Restated Certificate of Incorporation which will increase the number of authorized shares of Common Stock from 100,000,000 shares of Common Stock to 3,000,000,000 shares of Common Stock and (ii) an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our Common Stock by a ratio of not less than one-for-thirty and not more than one-for-one hundred, with the exact number to be set at a whole number within this range to be determined by our board of directors in its sole discretion and to authorize our board of directors to implement the reverse stock split by filing an amendment to our Amended and Restated Certificate of Incorporation. On May 26, 2020, the Company filed an amendment to the certificate of incorporation to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares of common stock to 3,000,000,000 shares of common stock. The reverse stock split has not been effected as of date of the filing of this Form 10-Q. For more information on these amendments, please see the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on March 16, 2020.

 

12.Income Taxes

 

The Company has established a full valuation allowance for its deferred tax assets based on management’s belief that it is not more likely than not that the related deferred tax assets will be realized. For the nine months ended September 30, 2020 and 2019, there was no income tax expense or benefit.

 

At September 30, 2020 and December 31, 2019, the Company had no recorded tax liabilities for uncertain tax positions. The Company has not yet filed any federal or state income tax returns for its stand-alone operations for years that are open for examination. The Company does not expect any significant changes to the estimate amount of liabilities associated with uncertain tax positions in the next 12 months.

 

Pursuant to the Spin-off, the Company and Alliqua BioMedical, Inc. entered into a Tax Matters Agreement to provide for the payment of tax liabilities and entitlement of refunds; allocation of the responsibility for, and cooperation in, filing of tax returns; and other matters relating to taxes for the pre- and post-Spin-off periods.

 

13.Concentrations of Risk

 

The Company’s revenues are concentrated in a small group of customers with some individually having more than 10% of total revenues. Revenues from three customers that exceeded 10% of total revenues for the nine months ended September 30, 2020 were 13%, 26% and 45%. Accounts receivable from there same three customers were 0%, 42% and 37%, respectively, of the total accounts receivable as of September 30, 2020.

 

For the nine months ended September 30, 2019, the Company’s revenues were concentrated in a small group of customers with some individually having more that 10% of total revenues. Revenues from three customers that exceeded 10% of total revenues for the nine months ended September 30, 2019 were 41%, 19% and 16%. Accounts receivable from these same three customers were 34%, 46% and 0%, respectively, of the total accounts receivable as of September 30, 2019.

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. Cash balances are maintained principally at major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. From time to time, cash balances may exceed the FDIC insurance limit. The Company has not experienced any credit losses associated with its cash balances in the past.

 

14.Share-based Compensation

 

On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), restricted stock units, performance awards, dividend equivalent rights and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company. The Company reserved a total of 2,000,000 shares of the Company’s common stock for awards under the 2019 Plan. Effective as of May 26, 2020, the Board approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 2,000,000 shares of common stock to 17,000,000 shares of common stock all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock options or SARs may be granted to an executive officer during any calendar year is 500,000 shares of common stock.

 

19

 

Incentive stock options

 

In August 2019, pursuant to the terms of the 2019 Plan, the Company awarded options to purchase an aggregate of 1,000,000 shares of common stock to two of its employees and one contractor. Pursuant to the terms of the option agreements, 50% of such options vested on the date of grant, and the remaining 50% of such options will vest on the first anniversary of the date of grant. The term of the options is ten years.

 

On February 17, 2020, the Company granted certain equity awards to the members of the Company’s Board of Director with the following terms: each of Messrs. Stefansky and Stein received two annual awards of stock options equal to $40,000 of the Company’s common stock, granted under the Company 2019 Long-Term Incentive Plan (the “Incentive Plan”), with (i) the first grant being the right to purchase up to 2,857,141 shares of the Company’s common stock at a per share exercise price of $0.014 with one-half of such option vesting on March 31, 2020 and the remaining one-half vesting in equal installments on June 30, 2020 and September 30, 2020, respectively, and with an acceleration of any unvested options upon the departure of applicable Board member from the Board for any reason and (ii) the second grant being the right to purchase up to a number of shares of the Company’s common stock equal to $40,000 divided by the Fair Market Value (as defined in the Incentive Plan) of the Company’s common stock as of October 10, 2020 at a per share exercise price equal to Fair Market Value of the Company’s common stock as of October 10, 2020 with one-fourth of such option vesting on each of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021, respectively, and with an acceleration of any unvested options upon the departure of applicable Board member from the Board for any reason.

 

In July 2020, pursuant to the terms of the 2019 Plan, the Company awarded options to purchase an aggregate of 5,325,000 shares of common stock to two of its employees and one contractor. Pursuant to the terms of the option agreements, 325,000 of the options vested on the date of grant, and of the 5,000,000 options, 10% of such options vested on the date of grant, and the remaining of such options will vest upon meeting established criteria. The term of the options is ten years.

 

The following table contains information about the 2019 Plan as of September 30, 2020:

 

   Awards
Reserved for
Issuance
  Awards Issued  Awards
Available for
Grant
 
2019 Plan   17,000,000   12,467,853  4,532,147 

 

The following table summarizes the Company’s incentive stock option activity and related information for the nine months ended September 30, 2020 and the period from Spin-Off through December 31, 2019:

  

  Number of
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Contractual
Term in Years
 
Outstanding at June 21, 2019  -   -   - 
Granted  1,000,000  $0.053525   10.0 
Exercised  -   -   - 
Forfeited  -   -   - 
Cancelled  -   -   - 
Expired  -   -   - 
Outstanding at December 31, 2019  1,000,000  $0.053525   9.6 
             
Granted  11,039,282  $0.01   10.0 
Exercised  -   -   - 
Forfeited  -   -   - 
Cancelled  -   -   - 
Expired  -   -   - 
Outstanding at September 30, 2020  12,039,282  $0.017283   9.35 
Exercisable at September 30, 2020  6,876,782  $0.016874   9.35 

 

20

 

As of September 30, 2020, vested outstanding stock options had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock. As of September 30, 2020, there was approximately $0 thousand of total unrecognized share-based compensation related to unvested stock options.

 

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for the nine months ended September 30, 2020:

 

Volatility  152.92% -153.01%
Risk-free interest rate  0.31% - 1.39%
Dividend yield  0.0%
Expected term  5.0-6.0 years 

 

The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its stock-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

 

Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted-average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage.

 

Restrictive stock awards

 

On February 17, 2020, the Company granted a restricted stock award of 5,928,571 shares of the Company’s common stock to the Company’s Chief Executive Officer and Interim Chief Financial Officer, Adam Levy, with the following vesting terms: (i) 3/12th of such shares vested as of February 17, 2020; (ii) 1/12th of such shares vest on each of the eight months following February 17, 2020 and (iii) all remaining shares vest on September 10, 2020.

 

  Number of
Units
  Weighted
Average
Grant Date
Fair Value
 
Granted  5,928,571  $0.014 
Exercised and converted to common shares  -   - 
Forfeited  -   - 
Outstanding at September 30, 2020  5,928,571  $0.014 
Exercisable at September 30, 2020  5,928,571  $0.014 

 

Under ASC 718, Compensation-Stock Compensation (“ASC 718”), the Company has measured the value of its February 2020 award as if it were vested and issued on the grant date with a value of $83 thousand based on the closing price of the Company's stock at the grant date of the RSU Grant ($0.014 per share). As of September 30, 2020, there was approximately $0 thousand of total unrecognized share-based compensation related to restricted stock awards, which the Company expects to recognize over the next 3 months.

 

Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. Stock based compensation of $187 thousand has been recorded for the nine months ended September 30, 2020.

 

21

 

 

15.  Warrant Liability

 

On September 10, 2019 and November 6, 2019, the Company issued 1,250,000 and 4,000,000 warrants, respectively, as equity issuance consideration, in connection with a private placement of the Company’s common stock. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $0.014 per share at any time on or after their issuance date and on or prior to the close of business 3 years after the issuance date (the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. Management also determined that the warrants required classification as a liability pursuant to ASC 815. In accordance with the accounting guidance, the outstanding warrants are recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income in the statement of operations.

 

The fair value of the warrant liabilities was measured using a Black-Scholes model. Significant inputs into the model at the inception are as follows:

 

Black-Scholes Assumptions Period end
date(1)
September 30,
2020
  Period end
date(2)
September 30,
2020
 
Exercise Price(1)(2) $0.014  $0.014 
Warrant Expiration Date (1)(2)  September 10,
2022
   November 6,
2022
 
Stock Price (3) $0.014  $0.014 
Interest Rate (annual) (4)  0.13%  0.13%
Volatility (annual) (5)  171.53%  171.53%
Time to Maturity (Years)  1.95   2.10 
Calculated fair value per share $0.01076  $0.01101 
Future Estimated Quarterly Dividend per share(6) $  $ 

 

Significant inputs into the model at the reporting period measurement dates are as follows:

 

Black-Scholes Assumptions Year ending(1)
 December 31,
2019
  Year ending(2)
December 31,
2019
 
Exercise Price(1)(2) $0.014  $0.014 
Warrant Expiration Date (1)(2)  September 10,
2022
   November 6,
2022
 
Stock Price (3) $0.014  $0.014 
Interest Rate (annual) (4)  1.62%  1.62%
Volatility (annual) (5)  137.47%  137.47%
Time to Maturity (Years)  2.70   2.85 
Calculated fair value per share $0.01045  $0.01064 
Future Estimated Quarterly Dividend per share(6) $  $ 

 

(1) Based on the terms provided in the warrant agreement related to the issuance of common stock of on September 10th, 2019 

(2) Based on the terms provided in the warrant agreement related to the issuance of common stock of on November 6th, 2019 

(3) Based on the observable transaction value of common stock of per the most recent stock issuance financing agreements. 

(4) Interest rate for U.S. Treasury Bonds, as of the issuance dates and each presented period ending date, as published by the U.S. Federal Reserve. 

(5) Based on the historical daily volatility of Guideline Public Companies and each presented period ending date.

(6) Current estimated dividend payments beyond initial four quarters. At a future date, the company will review the working capital needs and make a final determination of any future dividend payments.

 

22

  

The warrants outstanding and fair values at each of the respective valuation dates are summarized below:

 

Warrant Liability Warrants
Outstanding
  Fair Value
per Share
  Fair Value 
Fair Value at initial measurement date of 9/10/2019  1,250,000  $0.01091  $14 
             
             
Fair Value at initial measurement date of 11/6/2019  4,000,000  $0.01085  $43 
             
Fair Value as of period ending 12/31/2019         $56 
Change in fair value of warrant liability          (1)
Fair Value as of period ending September 30, 2020  5,250,000   0.01095   $57 

  

The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs. As of September 30, 2020, none of the warrants have been exercised.

 

16.Related Party Transactions

 

While the Company was owned by Adynxx, the Company was included within the consolidation process of Adynxx. The Company’s operating losses of $612 thousand in the three months ending September 30, 2019 were included within Adynxx’s financial results.

 

All significant intercompany transactions and related party transactions between the Company and Adynxx have been included in these financial statements, as these statements were prepared on a “carve-out basis” prior to the Spin-Off. Net cash provided by Adynxx for operations during the nine months ended September 30, 2019 was $556 thousand of cash advances. The total net effect of the settlement of these transactions detailed above is reflected in the Statements of Cash Flows as a financing activity as parent’s net investment of $556 thousand as of September 30, 2019.

 

17.Subsequent Events

 

In November 2020, the Company issued 5,928,871 shares of our common stock to our Chief Executive Officer pursuant to the full vesting of the shares of common stock underlying that certain Restricted Stock Award Agreement dated February 17, 2020 and previously disclosed. All such shares of common stock shall  be “restricted securities” as such term is defined in the Securities Act of 1933, as amended.

 

23

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed financial statements and related notes above.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

 

 ·our ability to continue as a going concern;

 

 ·inadequate capital;

 

 ·inadequate or an inability to raise sufficient capital to execute our business plan;

 

 ·our ability to comply with current good manufacturing practices;

 

 ·loss or retirement of key executives;

 

 ·our plans to make significant additional outlays of working capital before we expect to generate significant revenues and the uncertainty regarding when we will begin to generate significant revenues, if we are able to do so;

 

 ·adverse economic conditions and/or intense competition;

 

 ·loss of a key customer or supplier;

 

 ·entry of new competitors;

 

 ·adverse federal, state and local government regulation;

 

 ·technological obsolescence of our manufacturing process and equipment;

 

 ·technical problems with our research and products;

 

 ·risks of mergers and acquisitions including the time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;

 

 ·price increases for supplies and components; and

 

 ·the inability to carry out our business plans.

 

For a discussion of these and other risks that relate to our business and investing in shares of our common stock, you should carefully review the risks and uncertainties described elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements contained in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

 

24

 

Overview

 

We manufacture a high-water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. We believe that we are one of the leading manufacturers of high-performance gels in the United States. We specialize in custom gels by capitalizing on proprietary manufacturing technologies. We have historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products. Our contract manufacturing business provides custom hydrogels to the OEM market. We have recently launched an initiative to produce and market consumer products based on our technology. We believe there will be significant interest for applications in beauty and cosmetics, foot care, and over the counter remedies.

 

The Spin-Off

 

On June 21, 2019, AquaMed became an independent company through the pro rata distribution (“Spin-Off”) by Adynxx, Inc. (“Adynxx” and the “Parent”) in connection with the closing of a reverse merger between Adynxx, Inc. and Alliqua BioMedical, Inc., of AquaMed’s common stock for common stock of Parent. Adynxx, Inc. was previously known as Alliqua BioMedical, Inc. and subsequently changed its name to Adynxx, Inc. on May 3, 2019. The terms and conditions of the Spin-Off provided that each record holder of Parent stock as of April 22, 2019, received one share of AquaMed common stock in book-entry form and resulted in the distribution of 5,005,211 shares of common stock of AquaMed. Following the distribution (“Capitalization”), all existing operations were distributed to AquaMed with the exception of a corporate lease for property in Yardley, Pennsylvania which was retained by Adynxx, Inc.

 

Pursuant to the Spin-Off and in exchange for the 5,005,211 shares of common stock, AquaMed assumed the following net liabilities from Parent as of June 21, 2019 ($ in thousands):

 

Assets:    
Cash $186 
Accounts receivable, net  72 
Inventory, net  140 
Prepaid expenses and other current assets  101 
Property and equipment, net  155 
Operating lease - right of use asset  976 
Other assets  178 
Total assets  1,808 
     
Liabilities:    
Accounts payable  (496)
Accrued expenses and other current liabilities  (395)
Operating lease liability - current  (207)
Long-term operating lease liability  (769)
Total liabilities  (1,867)
     
Net liabilities assumed in Spin-Off on June 21, 2019 $(59)

 

Basis of Presentation

 

The balance sheet as of September 30, 2020 and December 31, 2019 and the statements of operations, stockholders’ equity, and cash flows for the nine months ended September 30, 2020 consists of the balances of NexGel as prepared on a stand-alone basis. The statements of operations, stockholders’ equity, and cash flows for the nine months ending September 30, 2019 were prepared on a “carve-out” basis for the periods and dates prior to the Spin-Off. Prior to the separation, these financial statements were derived from the consolidated financial statements and accounting records of Adynxx, Inc.

 

Prior to the Spin-Off, Adynxx used a centralized approach to cash management and financing its operations, including the operations of the Company. Accordingly, none of the cash of Adynxx have been attributed to the Company in the financial statements. Transactions between Adynxx and the Company were accounted for through Parent’s Net Investment.

 

The expenses, including executive compensation, have been allocated by management based either on specific attribution of those expenses or, where necessary and appropriate, based on management’s best estimate of an appropriate proportional allocation.

 

These interim condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), which permit reduced disclosure for interim periods. The condensed balance sheet as of September 30, 2020 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required by generally accepted accounting principles in the United States of America ("GAAP") with respect to annual financial statements. In the opinion of management, the condensed financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2020 and results of operations and cash flows for the nine months ended September 30, 2020 and 2019. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto in the Company’s year-end financial statements for the years ended December 31, 2019 and 2018, which are included in the Company’s Form 10-K/A filed with SEC on April 3, 2020. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.

 

25

 

 

Liquidity and Capital Resources

 

As of September 30, 2020, we had $157,000 of cash, compared to $261,000 in cash at December 31, 2019.

 

Net cash used in operating activities was $1,378,000 and $1,427,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

Net cash used in investing activities was $152,000 for the nine months ended September 30, 2020. No cash was used in investing activities during the nine months ended September 30, 2019.

 

Net cash provided by financing activities for the nine months ended September 30, 2020 was $1,426,000 which is attributable to the issuance of common stock of $1,015,000 and proceeds of a notes payable of $411,000. For the nine months ended September 30, 2019 cash flows from financing activities were $1,515,000 which is composed of $170,000 from the issuance of common stock and $1,345,000 of advances from our former Parent.

 

At September 30, 2020, current assets totaled $461,000 and current liabilities totaled $940,000, as compared to current assets totaling $513,000 and current liabilities totaling $800,000 at December 31, 2019. As a result, we had working capital deficit of $479,000 at September 30, 2020, compared to a working capital deficit of $287,000 at December 31, 2019. The increase in the working capital deficit as of September 30, 2020 is primarily attributable to the increase in accounts receivable and inventory and increase in current PPP notes payable.

  

We expect to continue incurring losses for the foreseeable future and will need to raise additional capital to support ongoing operations. Our ability to continue to operate as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve profitable operations. Management is evaluating various options to raise capital to funds the Company’s working capital requirements through equity offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtained on terms satisfactory to us. These factors raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern.

 

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, to date, the Company has experienced declining revenue, labor and supply shortages as more fully discussed in the Results of Operations below and the Company could face difficulty in raising additional capital.

 

26

 

Results of Operations

 

Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

 

Revenues, net. For the three months ended September 30, 2020, revenues decreased by $45,000 to $242,000 when compared to $287,000 for the three months ended September 30, 2019. The decrease in our overall revenues was due to the impact of the Covid-19, however, sales have begun to return to higher levels.

 

Gross profit (loss). Our gross profit was $32,000 for the three months ended September 30, 2020, compared to a gross profit of $74,000 for the three months ended September 30, 2019.  The gross profit recorded for the three months ended September 30, 2020, as compared to a gross profit recorded for the three months ended September 30, 2019, was primarily due to the higher costs of materials and labor offset by a reduction in equipment, production and other expenses. On a percentage basis, our gross profit was approximately 13% for the three months ended September 30, 2020. Gross profit for the three months ended September 30, 2019 was approximately 26%.

 

The components of cost of revenues are as follows for the three months ended September 30, 2020 and 2019 ($ in thousands):

 

  Three Months Ended
September 30,
 
  2020  2019 
Cost of revenues      
Materials and finished products $83  $47 
Stock-based compensation  -   1 
Compensation and benefits  115   90 
Depreciation and amortization  7   5 
Equipment, production and other expenses  5   70 
Total cost of revenues $210  $213 

  

Selling, general and administrative expenses. The following table highlights selling, general and administrative expenses by type for the three months ended September 30, 2020 and 2019 ($ in thousands):

  

  Three Months Ended
September 30,
 
  2020  2019 
Selling, general and administrative expenses        
Compensation and benefits $132  $43 
Share-based compensation  83   2 
Depreciation and amortization  42   3 
Professional fees  310   138 
Accounts Payable – reductions and settlements  -   (186)
Total selling, general and administrative expenses $567  $- 

 

Selling, general and administrative expenses increased by $567,000 to $567,000 for the three months ended September 30, 2020, as compared to $0 for the three months ended September 30, 2019. The increase in selling, general and administrative expenses is primarily attributable to our lower costs for professional fees, executive compensation and other administrative expenses in the current period operating as a stand-alone entity. The costs of the prior year period were absorbed in conjunction with Spin-off.

 

Compensation and benefits increased by $89,000 to $132,000 for the three months ended September 30, 2020, as compared to $43,000 for the three months ended September 30, 2019. The number of employees increased compared to the prior period upon the spin-off as a stand-alone company.

 

Share-based compensation was $83,000 for the three months ended September 30, 2020, which is related to the issuance of 5,325,000 stock options and the issuance of restricted awards to our Chief Executive Officer. For the three months ended September 30, 2019, share-based compensation was $2,000.

 

Other Expenses and professional fees increased by $172,000 to $310,000 for the three months ended September 30, 2020 from $138,000 for the three months ended September 30, 2019. We continued to incur legal, accounting and consulting fees associated with public company governance requirements, however, without the impact of the prior year Spin-Off related costs.

 

27

 

Nine months Ended September 30, 2020 Compared to the Nine months Ended September 30, 2019

 

Revenues, net. For the nine months ended September 30, 2020 revenues were $573,000 and increased by $32,000 when compared to $541,000 for the nine months ended September 30, 2019. The increase in our overall revenue was due to an increase in sales efforts with existing customers in spite of the impact of Covid-19.

 

Gross profit (loss). Our gross profit was $14,000 for the nine months ended September 30, 2020 compared to a gross loss of $100,000 for the nine months ended September 30, 2019.  The profit recorded for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, was primarily due to the higher volume of contract manufacturing sales and lower manufacturing labor costs. Gross profit was approximately 2.6% for the nine months ended September 30, 2020. Gross loss was 18% for the nine months ended September 30, 2019.

 

The components of cost of revenues are as follows for the nine months ended September 30, 2020 and 2019 ($ in thousands):

 

  Nine months Ended
September 30,
 
  2020  2019 
Cost of revenues        
Materials and finished products $167  $91 
Share-based compensation  1   1 
Compensation and benefits  355   271 
Depreciation and amortization  21   38 
Equipment, production and other expenses  15   240 
Total cost of revenues $559  $641 

 

Selling, general and administrative expenses. The following table highlights selling, general and administrative expenses by type for the nine months ended September 30, 2020 and 2019 ($ in thousands):

 

  Nine months Ended
September 30,
 
  2020  2019 
Selling, general and administrative expenses        
Compensation and benefits $350  $285 
Share-based compensation  186   2 
Depreciation and amortization  49   15 
Professional Fees  1,013   1,395 
Accounts Payable – reduction and settlements  -   (186)
Total selling, general and administrative expenses $1,598  $1,511 

 

Selling, general and administrative expenses increased by $87,000 to $1,598,000 for the nine months ended September 30, 2020, as compared to $1,511,000 for the nine months ended September 30, 2019. The increase in selling, general and administrative expenses is primarily attributable to our costs for professional fees, executive compensation, share-based compensation and other administrative expenses in the current period operating as a stand-alone entity.

 

Compensation and benefits increased by $65,000 to $350,000 for the nine months ended September 30, 2020, as compared to $285,000 for the nine months ended September 30, 2019. The number of employees increased compared to the prior period upon the spin-off as a stand-alone company.

 

Share-based compensation increased by $184,000 for the nine months ended September 30, 2020, which is related to the issuance of 11,039,282 stock options and the issuance of restricted awards to our officers, employees and advisors.

 

Other Expenses and Professional fees decreased by $382,000 to $1,013,000 for the nine months ended September 30, 2020 from $1,395,000 for the nine months ended September 30, 2019. Other selling, general and administrative expenses generally consist of costs associated with our selling efforts and general management, including information technology, travel, training and recruiting. We continued to incur legal, accounting and consulting fees associated with public company governance requirements, however, the decrease in professional fees compared to the prior year period was the primary result in the cost reduction.

 

28

 

Off Balance Sheet Arrangements

 

As of September 30, 2020, we had no off-balance sheet arrangements in the nature of guarantee contracts, retained or contingent interests in assets transferred to entities (or similar arrangements serving as credit, liquidity or market risk support to entities for any such assets), or obligations (including contingent obligations) arising out of variable interests in entities providing financing, liquidity, market risk or credit risk support to us, or that engage in leasing, hedging or research and development services with us.

 

Critical Accounting Policies and Estimates

 

Other than the changes noted below for share-based compensation, there have been no significant changes to our critical accounting policies and estimates described in the notes to our condensed financial statements for the year ended December 31, 2019, and incorporated by reference in the Form 10-K/A filed April 3, 2020.

 

Share-based compensation – We utilize share-based compensation in the form of incentive stock options. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the condensed statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting.

 

The fair value of each stock option award granted was estimated on the date of grant using a Black-Scholes option-valuation model, which requires management to make certain assumptions regarding: (i) fair value of the common stock that underlies the stock option; (ii) the expected volatility in the market price of our common stock; (iii) dividend yield; (iv) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected term). Under the Black-Scholes option-valuation model, entities typically estimate the expected volatility based on historical volatilities of the entity’s own common stock. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. The fair value of the common stock that underlies the stock option is estimated by the Company considering the price of the most recent issuance of the Company’s common stock. The dividend yield is based upon the assumption that the Company will not declare a dividend over the life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the expected term of the related award. The expected term of the awards granted is estimated using the simplified method which computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two.

 

Recent Accounting Pronouncements

 

Recently issued accounting pronouncements are described in Note 1 to Condensed Financial Statements and described in the notes to our annual financial statements for the year ended December 31, 2019 incorporated by reference in the Form 10-K/A.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

As of September 30, 2020, we conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and interim chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and interim chief financial officer have concluded that our Disclosure Controls and Procedures were effective as of September 30, 2020.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

From time to time, the Company may become involved in lawsuits, investigations and claims that arise in the ordinary course of business. The Company believes it has meritorious defenses against all pending claims and intends to vigorously pursue them. While it is not possible to predict or determine the outcomes of any pending actions, the Company believes the amount of liability, if any, with respect to such actions, would not materially affect its financial position, results of operations or cash flows.

 

29

 

ITEM 1A.  RISK FACTORS

 

Not required.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a)Unregistered Sales of Equity Securities

 

From July 30, 2020 through August 14, 2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 6,585,000 shares of our common stock at a price per share equal to $0.06 for an aggregate purchase price of $395,100. Proceeds from this private placement are expected to be used for working capital, new product development and testing, and general business operations. All of the shares issued and sold described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. Each investor represented that it was an accredited investor (as defined by Rule 501 under the Securities Act).

 

(b)Issuer Purchases of Equity Securities

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Not applicable.

 

ITEM 6. EXHIBITS

 

See “Index to Exhibits” for a description of our exhibits.

 

30

 

Index to Exhibits

 

Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc.  (incorporated by reference to Exhibit 3.1 to AquaMed Technologies, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on September 9, 2019)
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc.  (incorporated by reference to Exhibit 3.1 to AquaMed Technologies, Inc.’s Current Report on Form 8-K, filed with the SEC on November 14, 2019)
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc.  (incorporated by reference to Exhibit 3.1 to NexGel, Inc.’s Current Report on Form 8-K, filed with the SEC on May 29, 2020)
3.4 Bylaws of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.4 AquaMed Technologies, Inc.’s Registration Statement on Form S-1, filed with the SEC on January 9, 2019)
31.1* Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101* The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter September 30, 2020, formatted in XBRL (eXtensible Business Reporting Language), (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements.

 

 *Filed herewith.

 

 **Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

 

31

 

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 thereunto duly authorized.

 

 NEXGEL, INC.
   
Date: November 16, 2020By:/s/ Adam Levy
 Name:Adam Levy
 Title:Chief Executive Officer
  (Principal Executive Officer)
   
 By:/s/ Adam Levy
 Name:Adam Levy
 Title:Interim Chief Financial Officer
  (Interim Principal Financial Officer)

 

32