Oncotelic Therapeutics, Inc 8-K/A, filed Jan 17, 2020
Oncotelic Therapeutics, Inc. (OTLC)
About this 8-K/A
Oncotelic Therapeutics, Inc filed this 8-K/A on January 17, 2020, reporting on events of November 1, 2019.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 1, 2019
MATEON THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-21990 | 13-3679168 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
29397 Agoura Road Suite 107
Agoura Hills, CA 91301
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (605) 635-7000
N/A
(Former Name of Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
EXPLANATORY NOTE
On November 12, 2019, Mateon Therapeutics, Inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the Company’s acquisition of PointR Data, Inc. (“PointR”), a Delaware corporation, and related matters. This Amendment No. 1 on Form 8-K/A is being filed by the Company to supplement the original Form 8-K to include the financial statements and pro forma financial information required by Item 9.01 of form 8-K.
| 2 |
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. |
Audited financial statements for PointR as of and for the years ended December 31, 2018 and 2017, including any related notes thereto, are filed as Exhibit 99.1 to this Current Report and are incorporated by reference herein.
| (b) | Unaudited pro Forma Financial Information. |
The unaudited pro forma condensed combined balance sheet as of September 30, 2019 of the Company and PointR, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 and related notes thereto, are filed as Exhibit 99.2 to this Current Report and are incorporated by reference herein.
| (c) | Exhibits. |
| Exhibit Number | Description | Incorporated by Reference | ||
| 23.1 | Consent of Squar Milner LLP | Filed herewith | ||
| 23.2 | Consent of Chugh CPAs LLP | Filed herewith | ||
| 99.1 | Audited financial statements for PointR Data, Inc. as of and for the years ended December 31, 2018 and 2017 and related notes thereto | Filed herewith | ||
| 99.2 | Unaudited pro forma unaudited condensed combined balance sheet as of September 30, 2019 of the Company and PointR, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2018 and for the nine months ended September 30, 2019 and related notes thereto | Filed herewith |
| 3 |
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 hereunto duly authorized.
| Date: January 16, 2020 | MATEON THERAPEUTICS, INC. | |
| By: | /s/ Vuong Trieu | |
| Name: | Vuong Trieu | |
| Title: | Chief Executive Officer | |
| 4 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation in this Current Report on Form 8-K/A of Mateon Therapeutics, Inc., of our report dated July 5, 2019 relating to the financial statements of Oncotelic Inc. (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern), appearing in the financial statements of Oncotelic, Inc. for the years ended December 31, 2018 and 2017.
/s/ SQUAR MILNER LLP
Los Angeles, California
January 16, 2020
Exhibit 23.2
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
This following unaudited pro forma condensed combined balance sheet as of September 30, 2019 is based on the historical balance sheets of Mateon Therapeutics, Inc. (“Mateon”) and PointR Data, Inc. (“PointR”) and has been prepared to reflect the merger as if it had been completed on the balance sheet date of September 30, 2019. In April 2019, Mateon acquired Oncotelic, Inc (Oncotelic). That acquisition was treated as a recapitalization and reverse acquisition for financial accounting purposes. Oncotelic was considered the acquirer for accounting purposes, and Mateon’s historical financial statements before the acquisition have been since replaced with the historical financial statements of Oncotelic.
The following unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 are based on the pro forma statements of operations of Mateon, post the reverse acquisition of Oncotelic, filed with Mateon’s Current Report under Form 8-K/A filed on July 5, 2019 and incorporated by reference herewith, and PointR and have been prepared to reflect the merger as if it had been completed on January 1, 2018. The following unaudited pro forma condensed combined balance sheet as of September 30, 2019, and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and year ended December 31, 2018 have been prepared based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined financial statements, is allocated to the net tangible and intangible assets of PointR based on their estimated fair values.
The unaudited pro forma condensed combined financial statements are based on the estimates and assumptions which are preliminary and have been made solely for purposes of developing such pro forma information. In addition, the pro forma condensed combined financial statements do not include any potential operation efficiencies or cost savings from expected synergies. The unaudited pro forma condensed combined financial statements are not necessarily an indication of the results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future.
The unaudited pro forma balance sheet is presented as if the acquisition had occurred on September 30, 2019 and is derived from unaudited consolidated balance sheets of Mateon and PointR at September 30, 2019.
The unaudited pro forma statements of operations are derived from the historical statements of operations of Mateon and PointR and are presented as if the acquisition occurred on January 1, 2018 and give effect to certain pro forma adjustments, if any. The pro forma statement of operations includes any adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable.
The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages. The pro forma adjustments are based upon currently available information and assumptions that we believe to be reasonable.
The pro forma financial statements have been prepared by management for illustrative purposes only, in accordance with Article 8-05 of Regulation S-X and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Mateon and PointR been a combined company during the specified periods. The pro forma financial statements, including the notes thereto, should be read in conjunction with:
| ● | the accompanying notes to the pro forma financial statements; |
| ● | the audited financial statements of Oncotelic for the years ended December 31, 2018 and 2017 and the related notes thereto, filed as Exhibit 99.2 to the Current Report on Form 8-K/A filed on July 5, 2019. |
MATEON THERAPEUTICS, INC. AND SUBSIDIARY
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2019
(in thousands, except per share data)
| Proforma | Proforma | |||||||||||||||
| Mateon | PointR | Adjustment (a) | Combined | |||||||||||||
| (unaudited) | ||||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 16 | $ | 198 | $ | - | $ | 214 | ||||||||
| Accounts receivable | - | 10 | - | 10 | ||||||||||||
| Prepaid expenses | 55 | 7 | - | 62 | ||||||||||||
| Total current assets | 71 | 215 | - | 286 | ||||||||||||
| Net Property & Equipment | - | 57 | - | 57 | ||||||||||||
| Long-term investment | 1,769 | - | - | 1,769 | ||||||||||||
| Intangibles, net of accumulated amortization | 937 | - | 1,377 | (b) | 2,314 | |||||||||||
| Goodwill | 4,751 | - | 15,785 | (c) | 20,536 | |||||||||||
| Other Assets | - | 417 | (206 | )(d (i)) | 211 | |||||||||||
| Total assets | $ | 7,528 | $ | 689 | $ | 16,956 | $ | 25,173 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 1,630 | $ | 20 | $ | - | $ | 1,650 | ||||||||
| Accounts payable to related party | 610 | - | - | 610 | ||||||||||||
| Convertible debt, related party | 38 | - | - | 38 | ||||||||||||
| Convertible debt | 450 | 1,167 | (1,373 | )(d (ii)) | 244 | |||||||||||
| Total current liabilities | 2,728 | 1,187 | (1,373 | ) | 2,542 | |||||||||||
| Contingent consideration | - | - | 2,625 | (e) | 2,625 | |||||||||||
| Stockholders’ equity (deficit): | ||||||||||||||||
| Convertible Preferred stock | 2 | - | 8 | (f) | 10 | |||||||||||
| Common stock | 835 | 1 | (1 | )(g) | 835 | |||||||||||
| Additional paid-in capital | 12,609 | 5 | 15,193 | (f) | 27,807 | |||||||||||
| Accumulated deficit | (8,646 | ) | (504 | ) | 504 | (g) | (8,646 | ) | ||||||||
| Total stockholders’ equity (deficit) | 4,800 | (498 | ) | 15,704 | 20,006 | |||||||||||
| Total liabilities and stockholders’ equity (deficit)’ | $ | 7,528 | $ | 689 | $ | 16,956 | $ | 25,173 | ||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
MATEON THERAPEUTICS, INC. AND SUBSIDIARY
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(Unaudited)
(in thousands, except per share data)
| Proforma | Proforma | |||||||||||||||
| Mateon | PointR | Adjustment | Combined | |||||||||||||
| Revenues | - | 89 | - | 89 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 63 | - | 275 | (b) | 338 | |||||||||||
| Selling, general and administrative | 650 | 295 | - | 945 | ||||||||||||
| Total operating expenses | 713 | 295 | 275 | 1,283 | ||||||||||||
| Loss from operations | (713 | ) | (206 | ) | (275 | ) | (1,194 | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | - | (27 | ) | (27 | ) | |||||||||||
| Income tax benefit | - | 43 | - | 43 | ||||||||||||
| Total other expense | - | 16 | - | 16 | ||||||||||||
| Net Loss | (713 | ) | (190 | ) | (275 | ) | (1,178 | ) | ||||||||
| Basic and diluted net loss per share attributable to common stock | (0.00 | ) | ||||||||||||||
| Basic and diluted weighted average common stock outstanding | 276,133 | 276,133 | ||||||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
MATEON THERAPEUTICS, INC. AND SUBSIDIARY
PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019
(Unaudited)
(in thousands, except per share data)
| Proforma | Proforma | |||||||||||||||
| Mateon | PointR | Adjustment | Combined | |||||||||||||
| Revenues | $ | - | $ | 10 | $ | - | $ | 10 | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 1,109 | - | 207 | (b) | 1,316 | |||||||||||
| Selling, general and administrative | 1,959 | 479 | - | 2,438 | ||||||||||||
| Total operating expenses | 3,068 | 479 | 207 | 3,754 | ||||||||||||
| Loss from operations | (3,068 | ) | (469 | ) | (207 | ) | (3,744 | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (89 | ) | (25 | ) | - | (114 | ) | |||||||||
| Income tax benefit | - | 149 | - | 149 | ||||||||||||
| Total other expense | (89 | ) | 124 | - | 35 | |||||||||||
| Net Loss | $ | (3,157 | ) | $ | (345 | ) | $ | (207 | ) | $ | (3,709 | ) | ||||
| Basic and diluted net loss per share attributable to common stock | $ | (0.07 | ) | |||||||||||||
| Basic and diluted weighted average common stock outstanding | 52,131,543 | 52,131,543 | ||||||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Mateon Therapeutics, Inc. and Subsidiaries
Notes to the Pro Forma Condensed Combined Financial Statements (Unaudited)
Note 1 - Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information was prepared in accordance with GAAP and pursuant to the rules and regulations of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X, and present the pro forma financial position and the results of operations of the combined companies based upon the historical data of Mateon Therapeutics, Inc. (“Mateon”) and PointR Data, Inc (“PointR”). In April 2019, Mateon acquired Oncotelic, Inc (Oncotelic). That acquisition was treated as a recapitalization and reverse acquisition for financial accounting purposes. Oncotelic was considered the acquirer for accounting purposes, and Mateon’s historical financial statements before the acquisition have been since replaced with the historical financial statements of Oncotelic.
Description of Transaction
On August 17, 2019, the Company entered into an Agreement and Plan of Merger (the “PointR Merger Agreement”) with PointR. Upon the terms of, and subject to the satisfaction of the conditions described in, the PointR Merger Agreement, PointR would be merged with and into a newly formed subsidiary of the Company (the “PointR Merger Sub”), with PointR surviving the merger as a wholly-owned subsidiary of the Company. The merger is intended to create a publicly-traded artificial intelligence driven immuno-oncology company with a robust pipeline of first in class TGF-β immunotherapies for late stage cancers such as gliomas, pancreatic cancer and melanoma.
On November 1, 2019, the Company entered into Amendment No. 1 (the “Amendment”) to the PointR Merger Agreement with PointR. The Amendment revised certain terms of the PointR Merger Agreement to provide that holders of PointR common stock would receive shares of the Company’s Preferred Stock in lieu of the Company’s Common Stock in connection with the merger. The Amendment revised the terms of the milestones for earn-out payment as well.
On November 4, 2019, pursuant to the terms of the PointR Merger Agreement the Company completed the merger with PointR. On the effectiveness of the merger, the outstanding common stock of PointR immediately prior to the merger, including the conversion of a $200,000 note with accrued interest, excluding any shares of PointR held by stockholders exercising dissenters’ appraisal rights, was converted solely into the right to receive approximately 84,475 shares of the Company’s Preferred Stock.
Immediately following the closing of the Merger, the former PointR security holders own approximately 23.29% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon the conversion of the Company’s Preferred Stock), and the Company’s stockholders prior to the Merger own approximately 76.71% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon conversion of the Company’s Preferred Stock).
Basis of Presentation
Mateon has concluded that the transaction represents a business combination pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, wherein Mateon is the acquirer. Mateon has not yet completed a final valuation analysis of the fair market value of PointR’s assets to be acquired and liabilities to be assumed. The preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet and statements of operations. The final purchase price allocation will be determined when PointR has determined and completed the detailed valuations and other studies and necessary calculations. The final purchase price allocation could differ materially from the preliminary purchase price allocation used to prepare the pro forma adjustments. The final purchase price allocation may include (1) changes in allocations to intangible assets and goodwill based on the results of certain valuations and other studies that have yet to be completed, (2) other changes to assets and liabilities and (3) changes to the ultimate purchase consideration.
Note 2 – Preliminary Purchase Price
Pursuant to the Merger Agreement, at the closing of the transaction, Mateon issued to PointR stockholders a number of preferred shares of Mateon representing approximately 23.29% of the fully diluted shares of common stock of the combined company. The purchase price of approximately $17.8 million, includes $15.2 million represents the consideration transferred from Mateon at the time of the merger transaction and $2.6 million of contingent consideration issuable upon PointR achieving certain milestones, Mateon issued 84,475 shares of preferred stock of the Company, related to the $15 million of consideration and including $0.2 million of short term debt repaid by Mateon inclusive of accrued interest thereon, and convertible at a rate of 1,000 shares of common stock per preferred stock, and was calculated based on the purchase prices divided by the price of the common stock of Mateon and does not include the $2.6 million of contingent consideration.
The number of shares of common stock equivalents Mateon issued to PointR stockholders, for purposes of this unaudited pro forma condensed combined financial information, is calculated pursuant to the terms of the Merger Agreement based on Mateon common stock outstanding as of November 4, 2019, as follows:
| $15,205,473 divided by $0.18 = 84,474,854 shares of common stock | ||||
| 84,474,854 shares of common stock divided by 1000 = 84,475 shares of preferred stock | ||||
| Combined ownership of common stock equivalents = 360,638,491 shares | ||||
| PointR’s ownership of combined common stock equivalents = 23.29% |
The application of the acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed. The purchase price allocation will remain preliminary until Mateon’s management determines the fair values of assets acquired and liabilities assumed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable and will be based on the fair values of the assets acquired and liabilities assumed as of the transaction closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements for the reasons described in Note 1.
For purposes of this pro forma analysis, the purchase price as of September 30, 2019 has been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed (in thousands):
| Assets and Liabilities Acquired: | ||||
| Cash | $ | 198 | ||
| Fixed Assets | 57 | |||
| Other assets assumed (excluding cash and fixed assets) | 434 | |||
| Identifiable intangible assets | 1,377 | |||
| Liabilities assumed | (20 | ) | ||
| Net assets acquired | 2,046 | |||
| Goodwill | 15,785 | |||
| Purchase price | $ | 17,831 |
Note 3 – Pro Forma Adjustments
The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (i) directly attributable to the transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the results of operations of the combined company.
Based on Mateon management’s review of Mateon’s summary of significant accounting policies, the nature and amount of any adjustments to the historical financial statements of Mateon to conform to the accounting policies of PointR are not expected to be significant.
The pro forma adjustments, based on preliminary estimates that may change significantly as additional information is obtained, are as follows:
| (a) | Reflects the allocation of the purchase price to the assets, liabilities and equity in connection with the merger. | |
| (b) | Reflects adjustments to the intangible asset, as well as the annualized amortization thereof based on a useful life of 5 years, acquired by Mateon to the estimated fair value of PointR. As part of the preliminary valuation analysis, PointR identified the intangible asset. The fair value of the identifiable intangible asset is determined primarily using the “income approach,” which requires a forecast of all the expected future cash flows.
The following table summarizes the estimated fair value of the identifiable intangible asset acquired, their useful life, and method of amortization (in thousands): |
| Estimated Fair Value | Estimated Useful Life (Years) | Annual Amortization Expense | ||||||||||
| Intangible asset – IPR&D | $ | 1,377 | 5 | $ | 275 | |||||||
| Amortization of IPR&D for YE 2018 | $ | 275 | ||||||||||
| Amortization of IPR&D for 9 months ended September 30, 2019 | $ | 207 | ||||||||||
| (c) | To record the following adjustment to goodwill (in thousands): |
| Recording of goodwill | $ | 15,785 |
| (d) | (i) To record the elimination of the loan from PointR to Mateon upon consolidation: |
| Record elimination of loan upon consolidation | 206 | |||
| Total | $ | 206 |
(ii) To record the repayment of PointR debt in Mateon convertible Preferred Stock and elimination of loan from PointR to Mateon upon consolidation:
| Record repayment of PointR debt in Mateon Stock | $ | 1,167 | ||
| Record elimination of loan upon consolidation | 206 | |||
| Total | $ | 1,373 |
| (e) | To record the contingent consideration of potential issuance of Mateon stock upon achievement of certain milestones contained in the Merger Agreement: |
| Record contingent liability | $ | 2,625 | ||
| Total | $ | 2,625 |
| (f) | To record the issuance of Mateon’s convertible Preferred Stock at par and additional paid in capital to PointR: |
| Record Issuance of preferred stock and additional paid in capital | $ | 15,201 | ||
| Total | $ | 15,201 |
| (g) | To record adjustments to common stock and accumulated deficit for PointR: |
| Record elimination of common stock of PointR | $ | 1 | ||
| Total | $ | 1 |
| Record elimination of accumulated deficit of PointR | $ | 504 | ||
| Total | $ | 504 |