10-Q/A: Alterola Biotech Reports Q3 2023 Results, Cites Ongoing Losses and Material Weaknesses in Internal Controls
Quarterly Report
Alterola Biotech's Q3 2023 report reveals continued operating losses, a significant working capital deficit, and material weaknesses in internal controls, raising concerns about the company's ability to continue as a going concern.
Summary
- Alterola Biotech reported a net loss of $2,010,322 for the three months ended December 31, 2023, and a net loss of $2,865,209 for the nine months ended December 31, 2023.
- The company's operating expenses were $1,108,947 for the three months and $1,825,671 for the nine months ended December 31, 2023.
- The company has a working capital deficit of $1,160,035 as of December 31, 2023.
- Alterola has incurred losses since inception of $11,946,656 and has not received revenues from sales of products or services.
- The company's financial statements have been prepared assuming it will continue as a going concern, but there is substantial doubt about its ability to do so.
- The company is dependent on raising capital through debt or equity financing to fund its operations.
- The company identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and insufficient written policies and procedures.
- The company plans to remediate these weaknesses by appointing additional qualified personnel and adopting sufficient written policies and procedures.
- The company issued 587,499,996 shares in exchange for forgiveness of debt of approximately $2.35 million.
- The company sold certain IP assets back to the original seller in exchange for 29,015,993 shares of ABTI common stock.
Sentiment
Score: 3
Explanation: The document reveals significant financial challenges, including substantial losses, a working capital deficit, and material weaknesses in internal controls. While the company is taking steps to address these issues, the overall sentiment is negative due to the high risk of the company not being able to continue as a going concern.
Positives
- The company is actively working to remediate material weaknesses in internal controls by appointing additional personnel and adopting new policies.
- The company has a fully operational US$ and a sterling bank account in the United Kingdom with the HSBC Group.
- The company has a strategic focus on developing cannabinoid-based pharmaceuticals and ingredients.
Negatives
- The company has incurred significant losses since inception and has not generated any revenue.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company has a significant working capital deficit.
- Material weaknesses in internal control over financial reporting were identified.
- The company is dependent on raising additional capital to fund its operations.
- The company has a history of issuing shares for services and debt settlement, which may dilute existing shareholders.
Risks
- The company's ability to continue as a going concern is dependent on securing additional financing.
- Failure to remediate material weaknesses in internal controls could lead to misstatements in financial reporting.
- The company's business plan is dependent on the successful development and commercialization of its product candidates, which is subject to regulatory approvals and market acceptance.
- The company faces competition from other pharmaceutical companies in the cannabinoid space.
- The company's reliance on related party loans and advances could pose a risk if these sources of funding become unavailable.
- The company's history of issuing shares for services and debt settlement could lead to further dilution of existing shareholders.
Future Outlook
The company expects that its operational expenses will increase significantly for the balance of the fiscal year ended March 31, 2024 and beyond, due to increased research and development expenses, regulatory compliance costs, and increased payroll. The company intends to fund operations through short-term or long-term debt and/or equity financing arrangements.
Management Comments
- Management plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations.
- Management has identified material weaknesses in internal control over financial reporting and plans to take steps to enhance and improve the design of internal controls.
- Management believes in harnessing the therapeutic potential of cannabinoids and cannabinoid-like compounds.
Industry Context
The company operates in the cannabinoid pharmaceutical sector, which is a rapidly growing industry with significant potential but also high risks. The company's focus on developing new medicines from various sources, including botanical, chemical synthesis, and biosynthetic methodologies, aligns with the industry's trend towards innovation and diversification. The company's challenges, such as the need for significant capital and regulatory approvals, are typical for companies in this sector.
Comparison to Industry Standards
- The company's lack of revenue and significant operating losses are not uncommon for early-stage biotech companies, particularly those focused on drug development.
- The company's reliance on equity and debt financing is typical for companies in this sector, as is the need for significant capital to fund research and development.
- The identification of material weaknesses in internal controls is a concern, as it indicates a lack of maturity in the company's financial reporting processes. This is not uncommon for smaller companies, but it needs to be addressed to ensure the reliability of financial statements.
- The company's focus on cannabinoid-based pharmaceuticals is in line with a growing trend in the industry, but it also faces competition from other companies in this space.
- The company's strategy of acquiring and licensing intellectual property is a common approach in the biotech industry to build a product pipeline.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Tim Rogers | Nathan Thompson | 2023-10-10 | Resignation of previous CFO |
| Company Secretary | David Hitchcock | Nathan Thompson | 2023-10-10 | Resignation of previous Company Secretary |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee Membership | Mr. Hunter Land appointed to serve on the audit committee of the company. | 2023-10-13 | Strengthens the audit committee with an additional independent director. |
| Independent Auditor | Gries and Associtaes dismissed and GreenGrowth CPAs appointed as the company's independent auditor. | 2023-10-20 | Change of auditor may indicate a desire for a fresh perspective on the company's financials. |
Related Party Transactions
- A shareholder made advances to the company to fund operating expenses in the amount of $244,061.
- An officer has provided office space as an arms length transaction with rental at commercial rates.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and potential dilution from future equity offerings.
- Employees may be impacted by the company's financial challenges and potential restructuring.
- Customers and suppliers may be affected by the company's ability to continue operations and fulfill its obligations.
- Creditors face the risk of non-payment due to the company's financial difficulties.
Next Steps
- The company plans to remediate material weaknesses in internal controls by appointing additional qualified personnel and adopting sufficient written policies and procedures.
- The company plans to seek additional financing in a private equity offering to secure funding for operations.
- The company will continue to develop its product candidates and work towards regulatory approvals.
Key Dates
| Date | Description |
|---|---|
| 2010-05-03 | Company sold its mineral exploration business and entered into an Intellectual Property Assignment Agreement. |
| 2021-01-29 | Shares issued in anticipation of the closing of the acquisition of ABTI Pharma Limited. |
| 2021-05-28 | Acquisition of ABTI Pharma Limited closed. |
| 2021-08-11 | Company issued 15,000,000 warrants to purchase common stock. |
| 2021-09-08 | Company and Seller entered into an Agreement to sell the assets back to the Seller. |
| 2023-06-13 | Warrants exercised and shares issued to EMC2 Capital LLC. |
| 2023-07-05 | Company acquired intellectual property from Alinova Biosciences Ltd. |
| 2023-10-10 | Mr. Tim Rogers resigned as Chief Financial Officer and Mr. David Hitchcock resigned as company Secretary. Mr. Nathan Thompson was appointed as Chief Financial Officer and Secretary. |
| 2023-10-13 | Audit Committee membership revised. |
| 2023-10-16 | Terry Raif was removed from the Board of Directors by shareholder vote. Company issued 587,499,996 shares in exchange of forgiveness of debt. |
| 2023-10-20 | Company dismissed Gries and Associtaes as the companys independent auditor and appointed GreenGrowth CPAs as the companys independent auditor. |
| 2023-12-21 | Company issued 17,131,001 shares in exchange for services. |
| 2023-12-31 | End of the reporting period for the quarterly report. |
| 2024-02-18 | Latest practicable date for share count: 1,382,662,952 shares. |
| 2024-02-20 | Date of filing of the amended quarterly report. |
Keywords
biotechnology, pharmaceutical, cannabinoid, internal controls, financial reporting, going concern, debt financing, equity financing, operating losses, working capital, research and development, intellectual property
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