abio-10q_20210331.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 abio-10q_20210331.htm 10-Q abio-10q_20210331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 000-22873

ARCA BIOPHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

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

(720) 940-2200

(Registrant’s Telephone Number, including Area Code)

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


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

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

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

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

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

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

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

Class		Number of Shares Outstanding
Common Stock, par value $0.001 per share		On May 10, 2021: 14,410,143

ARCA BIOPHARMA, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2021

		PAGE
Part I Financial Information
Item 1. Financial Statements (unaudited)		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures about Market Risk		21
Item 4. Controls and Procedures		21
Part II Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 3. Defaults Upon Senior Securities		47
Item 4. Mine Safety Disclosures		47
Item 5. Other Information		47
Item 6. Exhibits		49
Signature		51

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCA BIOPHARMA, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2021			2020
	(in thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	66,933		$	49,071
Other current assets		1,797			897
Total current assets		68,730			49,968
Right-of-use asset - operating		414			428
Property and equipment, net		27			21
Other assets		12			12
Total assets	$	69,183		$	50,429

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,578		$	1,773
Accrued compensation and employee benefits		255			815
Accrued expenses and other liabilities		1,047			911
Total current liabilities		2,880			3,499
Operating lease liability, net of current portion		394			409
Total liabilities		3,274			3,908
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 100 million shares authorized at March 31, 2021 and December 31, 2020; 14,410,143 and 9,548,150 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		14			10
Additional paid-in capital		224,149			200,665
Accumulated deficit		(158,254	)		(154,154	)
Total stockholders’ equity		65,909			46,521
Total liabilities and stockholders’ equity	$	69,183		$	50,429

See accompanying Notes to Financial Statements

ARCA BIOPHARMA, INC.

STATEMENTS OF OPERATIONS

(unaudited)




	Three Months Ended
	March 31,
	2021			2020
	(in thousands, except share and per share amounts)
Costs and expenses:
Research and development	$	2,876		$	365
General and administrative		1,226			975
Total costs and expenses		4,102			1,340
Loss from operations		(4,102	)		(1,340	)

Interest and other income		2			24
Interest expense		—			(4	)
Net loss	$	(4,100	)	$	(1,320	)

Net loss per share:
Basic and diluted	$	(0.33	)	$	(0.83	)
Weighted average shares outstanding:
Basic and diluted		12,356,928			1,594,070

See accompanying Notes to Financial Statements

ARCA BIOPHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

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

Balance, December 31, 2019		1,594,070	$	2	$	152,024	$	(144,416	)	$	7,610
Share-based compensation		—		—		16		—			16
Net loss		—		—		—		(1,320	)		(1,320	)
Balance, March 31, 2020		1,594,070		2		152,040		(145,736	)		6,306
Issuance of common stock and exercise of prefunded warrants for cash, net of offering costs		673,500		—		5,297		—			5,297
Share-based compensation		—		—		4		—			4
Net loss		—		—		—		(1,302	)		(1,302	)
Balance, June 30, 2020		2,267,570		2		157,341		(147,038	)		10,305
Issuance of common stock for cash, net of offering costs		7,018,054		7		42,129		—			42,136
Share-based compensation		—		—		5		—			5
Net loss		—		—		—		(1,991	)		(1,991	)
Balance, September 30, 2020		9,285,624		9		199,475		(149,029	)		50,455
Issuance of common stock for cash, net of offering costs		262,526		1		1,172		—			1,173
Share-based compensation		—		—		18		—			18
Net loss		—		—		—		(5,125	)		(5,125	)
Balance, December 31, 2020		9,548,150		10		200,665		(154,154	)		46,521
Issuance of common stock for cash, net of offering costs		4,861,993		4		23,343		—			23,347
Share-based compensation		—		—		141		—			141
Net loss		—		—		—		(4,100	)		(4,100	)
Balance, March 31, 2021		14,410,143	$	14	$	224,149	$	(158,254	)	$	65,909

See accompanying Notes to Financial Statements

ARCA BIOPHARMA, INC.

STATEMENTS OF CASH FLOWS

(unaudited)




	Three Months Ended
	March 31,
	2021			2020
	(in thousands)
Cash flows from operating activities:
Net loss	$	(4,100	)	$	(1,320	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3			3
Amortization of right-of-use asset - operating		14			22
Share-based compensation		141			16
Change in operating assets and liabilities:
Other current assets		(840	)		(75	)
Accounts payable		56			(293	)
Accrued compensation and employee benefits		(560	)		60
Accrued expenses and other liabilities		61			(99	)
Net cash used in operating activities		(5,225	)		(1,686	)
Cash flows from investing activities:
Purchases of property and equipment		(6	)		(3	)
Net cash used in investing activities		(6	)		(3	)
Cash flows from financing activities:
Proceeds from the issuance of common stock		24,070			—
Common stock offering costs		(977	)		—
Net cash provided by financing activities		23,093			—
Net increase (decrease) in cash and cash equivalents		17,862

SEC Form 10-Q filed by ARCA biopharma, Inc.