VBIO 10-Q

Valion Bio, Inc. (VBIO)

10-Q 2023-05-15 For: 2023-03-31

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Added on April 10, 2026



☐ Large accelerated Filer	☐ Accelerated Filer
☒ Non-accelerated Filer	☒ Smaller reporting company
☒ Emerging Growth Company



PART I - FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

	Signatures	29


Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	2
Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited)	3
Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (unaudited)	4
Condensed Statements of Cash Flow for the three months ended March 31, 2023 and 2022 (unaudited)	5
Notes to Condensed Financial Statements (unaudited)	6


	March 31,			December 31,
	2023			2022
ASSETS
Current assets
Cash and cash equivalents	$	5,167		$	3,517
Accounts receivable, net		57			88
Inventory, net		943			863
Deferred offering costs		21			584
Prepaid expenses and other current assets		294			235
Total current assets		6,482			5,287
Property and equipment, net		104			12
Right-of-use assets, operating lease		481			523
Other assets		34			34
Total assets	$	7,101		$	5,856

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,094		$	1,323
Other accrued expenses		297			373
Operating lease liability, current		182			163
Total current liabilities		1,573			1,859
Operating lease liability		323			367
Total liabilities		1,896			2,226
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2023 and December 31, 2022		—			—
Common stock, $0.0001 par value, 200,000,000 shares authorized; 29,677,734 and 9,677,734 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		3			1
Additional paid in capital		36,960			33,271
Accumulated deficit		(31,758	)		(29,642	)
Total stockholders’ equity		5,205			3,630
Total liabilities and stockholders’ equity	$	7,101		$	5,856


	Three Months Ended
	March 31,
	2023			2022
Revenue	$	376		$	428
Cost of sales		263			358
Gross profit		113			70
Operating expenses:
Research and development		490			401
Sales and marketing		458			684
General and administrative		1,281			1,226
Total operating expenses		2,229			2,311
Loss from operations		(2,116	)		(2,241	)
Other income:
Interest income		—			1
Total other income		—			1
Net loss	$	(2,116	)	$	(2,240	)
Net loss per share - basic and diluted	$	(0.11	)	$	(0.23	)
Weighted-average number of shares - basic and diluted		20,122,178			9,715,234

VBIO 10-Q

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									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances at January 1, 2022		—	$	—		9,715,234	$	1	$	32,817	$	(19,546	)	$	13,272
Stock-based compensation expense		—		—		—		—		61		—			61
Net loss		—		—		—		—		—		(2,240	)		(2,240	)
Balances at March 31, 2022		—	$	—		9,715,234	$	1	$	32,878	$	(21,786	)	$	11,093


	Three Months Ended March 31,
Product Revenue by Sales Channel	2023			2022
Product Revenue
Direct-to-consumer	$	303		$	370
Reseller		98			106
Return Reserves		(25	)		(48	)
Revenue	$	376		$	428


	As of March 31, 2023 (unaudited)
					Quoted		Significant
					Priced in		other		Significant
					active		observable		unobservable
	Carrying		Fair		markets		inputs		inputs
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
Assets
Money market funds	$	4,993	$	4,993	$	4,993	$	—	$	—
Total assets	$	4,993	$	4,993	$	4,993	$	—	$	—


	As of December 31, 2022
					Quoted		Significant
					Priced in		other		Significant
					active		observable		unobservable
	Carrying		Fair		markets		inputs		inputs
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
Assets
Money market funds	$	3,074	$	3,074	$	3,074	$	—	$	—
Total assets	$	3,074	$	3,074	$	3,074	$	—	$	—


Fiscal Year
Remainder of 2023	$	155
2024		210
2025		178
Total minimum lease payments		543
Less imputed interest		(38	)
Present value of lease payments	$	505


		2023
Expected life (in years)		4.0
Expected volatility		123.9%
Risk-free interest rate		4.075%
Dividend yield		0%


Class of Shares	Number of Warrants		Exercise Price		Expiration Date
Common Stock		50,000	$	1.04	July 1, 2026
Common Stock		50,000	$	1.04	November 15, 2026
Common Stock		172,680	$	6.25	November 10, 2026
Common Stock		1,000,000	$	0.3125	August 9, 2027


	Outstanding			Exercisable
January 1, 2023		1,268,850			357,215
Granted		—			—
Vested		—			129,320
Canceled or expired		(45,000	)		(25,000	)
Exercised		—			—
March 31, 2023		1,223,850			461,535



Exhibit Number	Exhibit description	Incorporated by Reference (Form Type)	Filing Date	Filed herewith

3.1	Amended and Restated Certificate of Incorporation, dated November 12, 2021.	8‑K	11/15/21

3.2	Amended and Restated Bylaws, dated November 12, 2021.	8‑K	11/15/21

4.1	Specimen Stock Certificate.	S‑1/A	9/9/2021

4.2	Form of Representative’s Warrant (IPO).	S‑1/A	9/9/2021

4.3	Warrant to Purchase Common Stock issued to Hannover International, Inc., dated July 1, 2021.	S‑1/A	10/29/2021

4.4	Form of Representative's Warrant (February 2023 Offering).	8-K	2/13/2023

10.1	Underwriting Agreement, dated February 8, 2023.	8-K	10/25/2022

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	8-K	2/13/2023

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			*

101.INS	Inline XBRL Instance Document.			**

101.SCH	Inline XBRL Taxonomy Extension Schema Document.			**

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.			**

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.			**

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.			**

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.			**

104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.			**


*	Furnished herewith.
**	The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.


	Three Months Ended
	March 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(2,116	)	$	(2,240	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		84			61
Depreciation		2			2
Amortization of right-of-use asset		42			40
Accounts receivable allowances		—			5
Changes is operating assets and liabilities:
Accounts receivable		31			(30	)
Inventory		(80	)		(18	)
Prepaid expenses and other current assets		(59	)		175
Accounts payable		(229	)		(163	)
Accrued expenses		(76	)		36
Lease liabilities		(25	)		(36	)
Net cash used in operating activities		(2,426	)		(2,168	)
Cash flows from investing activities
Acquisition of property and equipment		(94	)		(6	)
Net cash used in investing activities		(94	)		(6	)
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		4,191			—
Offering costs in advance of sale of common stock		(21	)		—
Net cash provided by financing activities		4,170			—
Net increase (decrease) in cash and cash equivalents		1,650			(2,174	)
Cash and cash equivalents
Beginning of period		3,517			12,975
End of period	$	5,167		$	10,801

Supplemental disclosure on noncash financing activities
Issuance of common stock warrant	$	195		$	—
Deferred offering costs charged to additional paid-in-capital	$	584		$	—


Remaining lease term (in years)	2.50
Discount rate	6.0	%


	March 31,		December 31,
	2023		2022
Warrants to purchase common stock		1,272,680		272,680
Options issued and outstanding		1,223,850		1,268,850
Shares available for future stock option grants		960,268		456,381
Total		3,456,798		1,997,911



Date: May 15, 2023	By:	/s/ Jennifer Ernst
		Jennifer Ernst


		Title: Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Kimberly Bambach

		Title: Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)