HEMOBIOTECH, INC. - SB-2/A - 20050510 - LIQUIDITY
Liquidity and Capital Resources
In October 2004, we completed a private placement of units, with each unit consisting of one 10% convertible unsecured promissory note in the principal amount of $50,000, 58,824 shares of our common stock and a five-year warrant to purchase 117,648 shares of our common stock at an exercise price of $1.06 per share. We sold 45 units in the private placement at a price of $100,000 per unit, and we received gross proceeds of $4.5 million. Our net proceeds were $3.43 million, which includes the aggregate principal amount of our 10% unsecured convertible promissory notes outstanding. We intend to use the proceeds of the offering (of which there is approximately $2,800,00 remaining as of April 30, 2005) over the next eight to nine months to pay for the following costs and expenditures:
our general and administrative expenses (including salaries, legal and other professional fees, consulting
and advisory fees, the costs associated with making certain upgrades to the
HemoTech production facility,
and to pay for the costs associated with raising additional capital);
preparation of our U.S. IND application; and
payment of approximately $39,000, but possibly more, of liquidated damages to certain of the selling
stockholders named in this prospectus as a result of the fact that the registration
statement of which this
prospectus is a part was filed initially with the SEC after December 27, 2004 and not declared effective as
of February 24, 2005 or as of April 15,
2005.
Our uses of capital during the past two fiscal years have been for:
administrative expenses, including salaries of officers and other employees;
research and development of our human blood substitute product, including payments required to be made
to Texas Tech under the sponsored research agreement; and
expenses of professionals, including accountants and attorneys.
We believe our current
available cash of approximately $2,800,000 will be sufficient to complete
our immediate planned operations described above (including the repayment
of all of our outstanding 10% convertible unsecured promissory notes) through the next eight to nine months, based
on a current monthly cash burn rate of approximately $60,000 and based on current liquidated damages of approximately $39,000.
If our selling stockholders convert any portion of our 10% convertible unsecured
notes into shares of our common stock (of which there can be no guarantee),
however, we will not be required to use $2.25 million of our available
cash of approximately $2,800,000 to repay
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our notes and will be able to apply such unused
funds to make up any shortfall we may have in the foregoing operating costs
and to further develop HemoTech. On the other hand, if we are required to
pay significantly more than approximately $39,000
of liquidation damages (more than $180,000 in total liquidated damages),
our current available cash will not be sufficient to complete our immediate
planned operations over the next eight to nine months and repay all of our outstanding 10% convertible promissory notes. In such case,
we will be required to scale back significantly on the anticipated general
and administrative costs set forth above, use proceeds that we receive upon
exercise of our warrants, if any, or raise additional capital in the next
eight to nine months in order to maintain our operations through the next
eight to nine months. Assuming the excercise of all of the warrants, the
total amount of proceeds we would receive is approximately $5.6
million, although there can be no assurance that any of our warrants will be
exercised.
Following completion of our U.S. IND application, and regardless of whether we are required to raise additional financing to make up any shortfall caused by our payment of liquidated damages to
our selling stockholders and to repay our 10% convertible unsecured promissory notes, our planned operations will include submission of our U.S. IND application, commencement and completion of our Phase I U.S. clinical trials, continuation of our
research and development of HemoTech during Phase I clinical trials, and payment of our operational and overhead costs that we will incur during our Phase I clinical trials. In order to complete these additional planned operations, we will need to
raise an additional $10-15 million within the next eight to nine months. If we fail to generate enough working capital, either from future equity or debt sales or revenue from operations, there can be no assurance that we will be able to implement
our business plan, complete these planned operations, or continue our operations beyond the next 12 months.
We will have to fund our liquidity requirements through public or private equity offerings or debt financings. We may be unable to obtain any required additional financing on terms favorable to
us, if at all. If adequate funds are not available on acceptable terms, we will be unable to fund our expansion, successfully promote our brand, develop our products and respond to competitive pressures or take advantage of acquisition
opportunities, any of which would have a material adverse effect on our business. If we raise additional funds through the issuance of equity securities, our stockholders may experience dilution of their ownership interest, and the newly-issued
securities may have rights superior to those of our common stock. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, including limitations on the payment of dividends. There can be no assurances that we
will be able to secure additional financing, or obtain favorable terms on such financing if it is available. Continued negative cash flows create substantial doubt about our ability to fully implement our operating plan and we may have to reduce the
scope of our planned operations, which may jeopardize our ability to continue our business. If cash and cash equivalents, together with any cash generated from operations, are insufficient to satisfy our liquidity requirements, we will not have
sufficient resources to continue operations.