nmtr-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


☐			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 001-37797

9 METERS BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)


Delaware						27-3948465
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

4509 Creedmoor Road, Suite 600

Raleigh, North Carolina 27612

(Address of principal executive offices, including zip code)

(919) 275-1933

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.0001 Par Value	NMTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 12, 2023, the registrant had 14,459,690 shares of common stock, par value $0.0001 per share, issued and outstanding. On October 17, 2022, the Company effected a 1-for-20 reverse stock split. All share amounts and references to stock prices, except par value, have been retroactively restated to reflect the reverse split.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3

	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	3

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022	4

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2023 and 2022	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34

ITEM 4.	CONTROLS AND PROCEDURES	34

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	36

ITEM 1A.	RISK FACTORS	36

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36

ITEM 4.	MINE SAFETY DISCLOSURES	36

ITEM 5.	OTHER INFORMATION	36

ITEM 6.	EXHIBITS	37

	SIGNATURES	38

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

9 METERS BIOPHARMA, INC.

Condensed Consolidated Balance Sheets


	March 31, 2023		December 31, 2022
Assets	(Unaudited)

Current assets:
Cash and cash equivalents	$	6,938,991	$	12,646,282
Prepaid expenses and other current assets	1,573,725		3,358,917
Restricted cash	684,587		17,012,650


Total current assets	9,197,303		33,017,849


Property and equipment, net	9,084		10,413
Right-of-use asset	97,670		112,302
Other assets	8,980		7,280
Total assets	$	9,313,037	$	33,147,844

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable	$	4,231,034	$	5,053,073
Accrued expenses	5,757,675		4,379,773
Convertible note payable, net	5,071,143		19,616,313
Derivative liability	454,000		1,585,000


Lease liability, current portion	63,617		61,746
Total current liabilities	15,577,469		30,695,905
Lease liability, net of current portion	34,773		51,396

Total liabilities	15,612,242		30,747,301
Commitments and contingencies (Note 8)

Stockholders’ equity (deficit):
Preferred stock $0.0001 par value per share, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2023 (unaudited) and December 31, 2022	—		—
Common stock $0.0001 par value per share, 550,000,000 shares authorized as of March 31, 2023 (unaudited) and December 31, 2022; 14,336,356 and 13,036,356 shares issued and outstanding as of March 31, 2023 (unaudited) and December 31, 2022, respectively	1,434		1,304
Additional paid-in capital	220,174,900		215,006,321
Accumulated deficit	(226,475,539)		(212,607,082)
Total stockholders’ equity (deficit)	(6,299,205)		2,400,543
Total liabilities and stockholders’ equity (deficit)	$	9,313,037	$	33,147,844

See accompanying notes to these condensed consolidated financial statements.

9 METERS BIOPHARMA, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,
	2023		2022
Operating expenses:
Research and development	$	9,799,291	$	8,368,478

General and administrative	2,988,200		2,995,771

Total operating expenses	12,787,491		11,364,249

Loss from operations	(12,787,491)		(11,364,249)

Other income (expense):
Interest income, net	164,787		12,814
Interest expense	(752,820)		(304)
Loss on extinguishment of convertible note payable	(414,291)		—
Change in fair value of derivative liability	(78,642)		—

Total other income (expense), net	(1,080,966)		12,510

Loss before income taxes	(13,868,457)		(11,351,739)
Income tax benefit	—		—

Net loss	$	(13,868,457)	$	(11,351,739)

Net loss per common share, basic and diluted1	$	(1.02)	$	(0.88)

Weighted-average common shares, basic and diluted1	13,591,912		12,911,776

1 Amounts have been retroactively restated to reflect the 1-for-20 reverse stock split

effected on October 17, 2022 (see Note 1)

See accompanying notes to these condensed consolidated financial statements.

9 METERS BIOPHARMA, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)


Three Months Ended March 31, 2023
	Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit		Total
Balance as of December 31, 2022	13,036,356	$	1,304	$	215,006,321	$	(212,607,082)	$	2,400,543

Share-based compensation	—	—		737,000		—		737,000
Stock issuance costs	—	—		(568,291)		—		(568,291)
Issuance of common stock and warrants	1,300,000	130		4,999,870		—		5,000,000

Net loss	—	—		—		(13,868,457)		(13,868,457)





















Balance as of March 31, 2023	14,336,356	$	1,434	$	220,174,900	$	(226,475,539)	$	(6,299,205)


Three Months Ended March 31, 2022
	Common Stock Shares1	Common Stock Amount1		Additional Paid-in Capital1		Accumulated Deficit		Total
Balance as of December 31, 2021	12,911,776	$	1,291	$	210,442,689	$	(168,840,667)	$	41,603,313
Share-based compensation	—	—		690,000		—		690,000




Net loss	—	—		—		(11,351,739)		(11,351,739)



















Balance as of March 31, 2022	12,911,776	$	1,291	$	211,132,689	$	(180,192,406)	$	30,941,574

1 Amounts have been retroactively restated to reflect the 1-for-20 reverse stock split

effected on October 17, 2022 (see Note 1)

See accompanying notes to these condensed consolidated financial statements.

9 METERS BIOPHARMA, INC.

Unaudited Condensed Consolidated Statements of Cash Flows


	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(13,868,457)		$	(11,351,739)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	737,000			690,000


Amortization of debt discount	578,898			—

Depreciation	1,329			1,627

Change in fair value of derivative liabilities	78,642			—




Loss on extinguishment of convertible note payable	414,291			—
Changes in operating assets and liabilities, net of acquisitions:
Prepaid expenses and other assets	1,783,492			1,146,448
Accounts payable	(822,039)			(522,659)
Accrued expenses and other liabilities	1,347,168			287,992

Net cash used in operating activities	(9,749,676)			(9,748,331)
Cash flows from investing activities
Purchase of property and equipment	—			(2,842)


Net cash used in investing activities	—			(2,842)
Cash flows from financing activities

Payments of convertible notes with restricted cash	(16,748,001)		<

SEC Form 10-Q filed by 9 Meters Biopharma Inc.