pnt-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 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: 001-39311

POINT BIOPHARMA GLOBAL INC.

(Exact name of registrant as specified in its charter)


Delaware		85-0800493
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

4850 West 78th Street
Indianapolis,	IN	46268
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 543-9957

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

PNT

The

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, a smaller reporting company, or an emerging growth company. See 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 ☒

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

Common Stock, par value $0.0001 per share – 106,569,231 shares outstanding as of November 8, 2023.

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INDEX


INTRODUCTORY NOTE
PART I. FINANCIAL INFORMATION			1
Item 1. Unaudited Interim Condensed Consolidated Financial Statements:			1
Interim Condensed Consolidated Balance Sheets – September 30, 2023 (unaudited) and December 31, 2022			1
Unaudited Interim Condensed Consolidated Statements of Operations – Three and Nine Months ended September 30, 2023 and September 30, 2022			2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss – Three and Nine Months ended September 30, 2023 and September 30, 2022			3
Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity - Three and Nine Months ended September 30, 2023 and Septemb er 30, 2022			4
Unaudited Interim Condensed Consolidated Statements of Cash Flows – Nine Months ended September 30, 2023 and September 30, 2022			5
Notes to Unaudited Interim Condensed Consolidated Financial Statements			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			33
Item 4. Controls and Procedures			33
PART II. OTHER INFORMATION			34
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			38
Item 5. Other Information			38
Item 6. Exhibits			38
SIGNATURES			39

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Introductory Note

On October 2, 2023, Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and POINT Biopharma Global Inc., a Delaware corporation (the “Company” or “POINT”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Merger Sub commenced a cash tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s common stock, par value of $0.0001 per share (the “Shares”), at a price of $12.50 per share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement.

Consummation of the Offer is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including (a) there shall have been validly tendered in the Offer (and not properly withdrawn) prior to the expiration of the Offer that number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”)) that, when added to the Shares then owned by Parent, Merger Sub or any subsidiary of Parent, would represent at least a majority of the Shares outstanding as of immediately following the consummation of the Offer, (b) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”), (c) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (except, generally, for any inaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)), (d) the Company’s performance in all material respects of its obligations under the Merger Agreement, (e) consent by the U.S. Nuclear Regulatory Commission of the indirect transfer of control with respect to the Company and (f) the other conditions set forth in Exhibit A to the Merger Agreement. The consummation of the Offer and the Merger is not subject to a financing condition. For more information on the Offer and the Merger, refer to the Company's Current Report on Form 8-K filed October 3, 2023.

The Offer commenced on October 13, 2023. The Offer was initially scheduled to expire at one minute after 11:59 p.m., Eastern time, on November 9, 2023. On October 23, 2023, Parent and the Company filed their respective Premerger Notification and Report Forms pursuant to the HSR Act with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, initiating a 15-day waiting period. The 15-day waiting period under the HSR Act expired on November 7, 2023 at 11:59 p.m., Eastern time. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On November 8, 2023, Parent extended the expiration of the Offer until 5:00 p.m., Eastern time, on November 16, 2023, unless further extended or earlier terminated in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the SEC.

Following consummation of the Offer, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) that is not tendered and accepted pursuant to the Offer (other than the Shares owned by the Company or any subsidiary of the Company, Shares held by Parent, Merger Sub or any other subsidiary of Parent, and Shares as to which appraisal rights have been perfected in accordance with applicable law) will be canceled and converted into the right to receive the Offer Price in cash and without interest, less any applicable tax withholding. Prior to the Effective Time, each Company stock option that is then outstanding but not then vested or exercisable shall become immediately vested and exercisable in full. At the Effective Time, each Company stock option that has an exercise price less than the Offer Price will be canceled and converted into the right to receive, for each Share underlying such Company stock option, an amount in cash without interest equal to the difference between the Offer Price and the applicable per share exercise price, less any applicable tax withholding. At the Effective Time, each Company stock option that has an exercise price equal to or greater than the Offer Price will be canceled for no consideration. At the Effective Time, each Company performance stock unit will be canceled and converted into the right to receive, for each Share underlying such Company performance stock unit, an amount in cash without interest equal to the Offer Price, less any applicable tax withholding, which replacement cash award will vest and be payable at the same time as the Company performance stock unit would have vested pursuant to its terms.

In connection with the Merger Agreement, each of Joe A. McCann, Allan Charles Silber and Neil E. Fleshner (collectively, the “Supporting Stockholders”), in each case, in his capacity as a stockholder of the Company and who, collectively, beneficially own approximately 15% of the outstanding Shares, entered into a Tender and Support Agreement (together, the “Tender and Support Agreements”) with Parent and Merger Sub. The Tender and Support Agreements provide, among other things, that each of the Supporting Stockholders will tender all of the Shares held by such Supporting Stockholder, as applicable, in the Offer. The foregoing description of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Tender and Support Agreements, which were filed as Exhibits 99.1, 99.2 and 99.3 to our Current Report on Form 8-K filed on October 3, 2023.

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The Offer and the Merger are subject to customary closing conditions and are expected to be completed near the end of 2023. The description of the Merger Agreement herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on October 3, 2023.

Unless stated otherwise, any forward-looking information contained in this report does not take into account or give any effect to the consummation of the proposed Offer and Merger.

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PART I. FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

POINT Biopharma Global Inc.

Interim Condensed Consolidated Balance Sheets

(In U.S. dollars)


	September 30, 2023
	(Unaudited)	December 31, 2022
	$	$
ASSETS
Current assets
Cash and cash equivalents	21,607,412	286,428,371
Short-term investments	317,555,936	238,783,470
Prepaid expenses and other current assets	9,901,729	5,610,889
Income taxes receivable	4,181,469	—
Total current assets	353,246,546	530,822,730

Non-current assets
Long-term investments	59,793,161	16,119,430
Note receivable	5,116,667	—
Property, plant and equipment, net	54,042,353	31,380,576
Operating lease right-of-use asset	5,505,693	—
Total non-current assets	124,457,874	47,500,006

Total assets	477,704,420	578,322,736

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	8,886,750	7,703,150
Accrued liabilities	14,529,354	19,094,454
Deferred revenue	12,586,443	23,242,290
Income taxes payable	736,729	29,698,546
Finance lease current liability	987,018	—
Operating lease current liability	939,983	—
Total current liabilities	38,666,277	79,738,440

Deferred revenue, net of current portion	3,720,881	10,178,147
Long-term income taxes payable	2,389,109	1,452,356
Finance lease liability, net of current portion	4,093,202	—
Operating lease liability, net of current portion	4,642,565	—
Total liabilities	53,512,034	91,368,943

Commitments and contingencies (Note 12)

Stockholders’ equity
Common Stock, par value $0.0001 per share, 430,000,000 authorized, 105,765,954 and 105,649,741 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	10,576	10,565
Additional paid-in capital	453,319,762	448,391,574
(Accumulated deficit) Retained earnings	(27,707,358)	39,008,505
Accumulated other comprehensive loss	(1,430,594)	(456,851)
Total stockholders’ equity	424,192,386	486,953,793

Total liabilities and stockholders’ equity	477,704,420	578,322,736

See accompanying notes to the unaudited interim condensed consolidated financial statements

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POINT Biopharma Global Inc.

Unaudited Interim Condensed Consolidated Statements of Operations

(In U.S. dollars, except share amounts)


	For the three months ended				For the nine months ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
	$		$		$		$
Revenue

Service revenue	2,789,993		—		17,113,113		—
Total revenue	2,789,993		—		17,113,113		—

Operating expenses
Research and development	26,910,286		20,797,406		85,097,331		54,112,136
General and administrative	5,505,869		3,839,626		15,604,401		11,727,969
Total operating expenses	32,416,155		24,637,032		100,701,732		65,840,105
Loss from operations	(29,626,162)		(24,637,032)		(83,588,619)		(65,840,105)

Other income (expenses)
Investment income	5,617,736		1,048,254		16,717,703		1,605,927
Foreign currency gain (loss)	105,522		(243,791)		(133,438)		(287,691)
Total other income (expenses)	5,723,258		804,463		16,584,265		1,318,236

Loss before income taxes	(23,902,904)		(23,832,569)		(67,004,354)		(64,521,869)
Income tax (provision) benefit	(871,449)		(180,500)		288,491		(452,021)
Net loss	(24,774,353)		(24,013,069)		(66,715,863)		(64,973,890)

Net loss per basic and diluted common share:
Basic and diluted net loss per common share	$	(0.23)	$	(0.26)	$	(0.63)	$	(0.71)
Basic and diluted weighted average common shares outstanding	105,765,954		92,401,484		105,717,330		90,891,031

See accompanying notes to the unaudited interim condensed consolidated financial statements

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POINT Biopharma Global Inc.

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss

(In U.S. dollars)


	For the three months ended		For the nine months ended
	September 30, 2023	September 30, 2022	September 30, 2023	September 30, 2022
	$	$	$	$
Net loss	(24,774,353)	(24,013,069)	(66,715,863)	(64,973,890)
Other comprehensive loss, net of tax
Net unrealized loss on available-for-sale debt securities	(361,611)	(266,320)	(973,743)	(608,698)
Total comprehensive loss	(25,135,964)	(24,279,389)	(67,689,606)	(65,582,588)

See accompanying notes to the unaudited interim condensed consolidated financial statements

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POINT Biopharma Global Inc.

Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity

(In U.S. dollars, except share amounts)


	Common Stock		Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Loss	Total Equity
	Number	Amount
	#	$	$	$	$	$
Balance at December 31, 2022	105,649,741	10,565	448,391,574	39,008,505	(456,851)	486,953,793
Issuance of shares of Common Stock in connection with stock option exercises	32,936	3	145,861	—	—	145,864

SEC Form 10-Q filed by POINT Biopharma Global Inc.