BTAX.OTC.PinkBiostax CORP

10-K: Biostax Corp Files 10-K, Outlines Strategy for Growth in Pharmaceutical and Biotech Sectors

Sentiment:

Annual Report


Biostax Corp's 2023 10-K filing details its strategic focus on acquiring, developing, and commercializing pharmaceutical and biotechnology products, leveraging a hub-and-spoke model.

Delay expectedThe company's payment of the required $500,000 up front license agreement fee to TaiwanJ was delayed, resulting in the issuance of additional shares.The company's promissory note issued to TaiwanJ in the amount of $250,000 matured on May 30, 2023 and is currently in default.The company's notes payable to shareholders are in default.
Capital raiseThe company states that it will likely need to seek outside sources of funding.The company believes it requires at least $5 million for its operations over the next 12 months.The company intends to raise capital for additional acquisitions primarily through debt financing, additional equity offerings, or a combination of both.The company may seek additional capital through arrangements with strategic partners or from other sources.
Worse than expectedThe company's financial results show a net loss of $1,650,557 in 2023, which is worse than the net loss of $3,536,076 in 2022.The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.The company has identified material weaknesses in its financial reporting process.

Summary

  • Biostax Corp is focused on acquiring, developing, and commercializing pharmaceutical and biotechnology products.
  • The company utilizes a biotech portfolio hub-and-spoke engine to advance small-scale programs through subsidiaries, investment vehicles, and partnerships.
  • Biostax aims to deploy products in targeted U.S. and international markets for initial commercialization.
  • The company is therapeutic and health tech agnostic, seeking assets with low acquisition costs and high growth potential.
  • Key programs include JKB-122 for autoimmune hepatitis, NAFLD, and NASH, and Lodonal for HIV/AIDS, with regulatory approval in Nigeria.
  • Biostax is pursuing low-cost, open-label trials in the U.S. while seeking regulatory approval in emerging markets for JKB-122.
  • The company intends to relaunch Lodonal in Africa for pain, cancer therapy, and autoimmune diseases.
  • Biostax has an inactive IND for Crohns Disease.
  • The company has licensed 28 patents from various countries, primarily from Statera Biopharma and TaiwanJ.
  • Biostax had no full-time employees as of December 31, 2023.
  • The company's market opportunity includes the growing global markets for HIV drugs, autoimmune hepatitis treatments, and substance use disorder treatments.
  • The global HIV drugs market is projected to reach $45.58 billion by 2028.
  • The autoimmune hepatitis market is projected to reach USD 210.61 million by 2029.
  • The substance use disorder market is projected to reach $60.18 billion by 2029.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While the company has a clear strategy and some promising assets, the financial situation is concerning, with significant losses, debt, and a going concern warning. The reliance on third parties and the lack of a direct sales force also add to the uncertainty. The company has a strong IP position and a clear strategy to target emerging markets, but the financial risks are significant.

Positives

  • The company's therapeutic and health technology agnostic approach allows for diversification and potentially lowers the overall risk profile.
  • Specialized subsidiaries enable greater expertise and efficiency.
  • Shared resources and synergies among partners provide operational efficiency to subsidiaries.
  • Flexible deal-structuring practices enable rapid engagement of time-sensitive opportunities.
  • The Biostax model provides flexibility for investors, who can invest in the parent company or directly in subsidiaries.
  • The diverse subsidiary structure mitigates risk, potentially insulating the parent from failures.
  • The company has a strong IP position with 28 granted, assigned, or licensed patents.
  • The company has a clear strategy to target emerging markets with high unmet needs and lower barriers to entry.

Negatives

  • The company has a limited operating history and is expected to incur significant operating losses.
  • Biostax relies on third parties for clinical trials and manufacturing.
  • The company has a limited distribution organization with no direct sales and marketing staff.
  • The company is dependent on market acceptance of compounding pharmacies and compounded formulations.
  • The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company has identified material weaknesses in its financial reporting process.
  • The company faces substantial competition from larger pharmaceutical and biotechnology companies.
  • The company may be subject to costly product liability claims.
  • The company is subject to risks associated with operations in emerging markets.
  • The company has not paid dividends in the past and does not expect to in the future.

Risks

  • The company has a limited operating history and is expected to incur significant operating losses during the early stage of its corporate development.
  • The company may never generate revenue, are not profitable and may never become profitable.
  • Clinical trials may be delayed or fail, affecting the value of the company's stock.
  • The company relies on third parties for clinical trials and manufacturing, which could lead to delays or failures.
  • The company has a limited distribution organization with no direct sales and marketing staff.
  • The company is dependent on market acceptance of compounding pharmacies and compounded formulations.
  • The company may need additional financing and may be unable to raise capital on acceptable terms.
  • The company faces substantial competition from larger pharmaceutical and biotechnology companies.
  • The company may be subject to costly product liability claims.
  • The company is subject to risks associated with operations in emerging markets.
  • The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company has identified material weaknesses in its financial reporting process.
  • The company's stock price may be volatile and an active trading market may not develop.
  • The company may be adversely affected by the current economic environment and the COVID-19 pandemic.
  • The company's internal computer systems may fail or suffer security breaches.
  • The company's operations depend on key personnel, and their loss could disrupt business.
  • The company may be subject to intellectual property suits.
  • The company may not obtain government approval for its products and/or uses.
  • The company may be adversely affected by healthcare policy changes.
  • The company may not register or qualify its securities with any state agency pursuant to blue sky regulations.

Future Outlook

The company intends to advance select and efficient small-scale biotechnology, pharmaceutical, and Med Tech programs through subsidiaries, investment vehicles, and partnerships by using a biotechnology portfolio hub-and-spoke business model. Such products are anticipated to be deployed from these programs in targeted United States and international markets for initial commercialization.

Management Comments

  • Biostax Corp. stands at the forefront of the pharmaceutical industry, dedicated to acquiring, developing, and commercializing pharmaceutical and biotechnology products with clear pathways to market success.
  • Our approach is characterized by innovation and efficiency, driven by a unique biotech portfolio hub-and-spoke engine.
  • We recognize the global demand for effective pharmaceutical solutions, and we are committed to addressing healthcare needs on a broad scale.
  • At Biostax Corp., we are driven by a passion for innovation and a commitment to improving global health outcomes.

Industry Context

The pharmaceutical landscape is poised for significant growth and innovation across various therapeutic areas, as evidenced by recent developments and inactive status for adjunct treatment to the standard of care. This suggests an opportunity for innovative approaches to enhance existing treatments with Lodonal and JKB-122. The company will seek approval for JKB-122 in West Africa as we did with Lodonal with NAFDAC. There are limited data from Africa, with variable prevalence reported using USS, from 9.5% to 68.8% in Nigeria, 50.3% in Sudan. The potential revenue and real-world data will provide funding for Phase 2b trial with the FDA for Autoimmune Hepatitis, where it is not a major market AIH has orphan drug status and can be fast-tracked. The global HIV drugs market is projected to grow from $30.46 billion in 2021 to $45.58 billion in 2028 at a CAGR of 5.9% in forecast period, 2021-2028. Autoimmune hepatitis, another area of focus, is expected to witness rapid growth, with the autoimmune hepatitis market projected to reach USD 210.61 million by 2029, registering a CAGR of 3.70%. Similarly, the Crohns disease treatment market is estimated to grow steadily, with a CAGR of 4.2% during the forecast period (2022-2030), reaching a value of US$ 10.92 billion in 2022. Partnerships with Attune and Sciencare for the Naltrexone 6-month implant signal strategic collaborations to address substance use disorders, a market projected to grow significantly from $37.24 billion in 2022 to $60.18 billion by 2029, at a CAGR of 7.1%. Overall, these trends underscore opportunities for innovation, collaboration, and market expansion in various therapeutic areas, promising significant growth and impact in the pharmaceutical industry.

Comparison to Industry Standards

  • Biostax's strategy of targeting emerging markets for initial commercialization is similar to other pharmaceutical companies seeking faster regulatory pathways and lower costs, such as those focusing on generic drug markets in developing countries.
  • The company's hub-and-spoke model is comparable to venture capital firms that incubate and spin out biotech startups, but Biostax aims to retain more control and ownership of the assets.
  • The company's focus on low-cost, open-label trials is a common strategy for early-stage biotech companies to generate data and seek regulatory approvals in less regulated markets.
  • The company's reliance on third-party manufacturing is typical for small biotech companies, but it introduces risks related to supply chain and quality control, similar to other companies that outsource manufacturing.
  • The company's lack of a direct sales force is a common challenge for early-stage companies, and they will need to establish partnerships or build their own sales teams, similar to other companies in the same stage.
  • The company's financial situation, with significant losses and reliance on debt financing, is typical for early-stage biotech companies, and they will need to secure additional funding to continue operations, similar to other companies in the same stage.
  • The company's intellectual property portfolio, with 28 patents, is comparable to other biotech companies in the same stage, but the strength and enforceability of these patents will be critical for their long-term success, similar to other companies in the same stage.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerGlen FarmerNoreen GriffinJuly 2023Strategic decision to bring in a CEO with more experience in the pharmaceutical industry.
Interim Chief Executive OfficerKelly WilsonNoreen GriffinJuly 2023Appointment of a permanent CEO.

Related Party Transactions

  • The company has entered into consulting agreements with its executive officers, including Noreen Griffin, Kelly Wilson, and Glen Farmer.
  • The company has issued promissory notes to related parties, including Noreen Griffin and H. Louis Salomonsky.
  • The company has entered into a licensing agreement with Forte Animal Health Inc., a related party.
  • The company has entered into a settlement agreement with Kelly Wilson, Robert Wilson, and Noreen Griffin.
  • The company has entered into a settlement agreement with Dr. Moore and Dr. Selsky.

Stakeholder Impact

  • Shareholders face the risk of dilution from future equity offerings and the potential loss of investment due to the company's financial challenges.
  • Employees may face uncertainty due to the company's financial instability and lack of full-time positions.
  • Customers in emerging markets may benefit from access to new treatments, but the company's ability to deliver these treatments is subject to regulatory and financial risks.
  • Suppliers and creditors face the risk of non-payment due to the company's financial challenges.
  • Collaborators and partners face the risk of delays or termination of agreements due to the company's financial instability.

Next Steps

  • The company will seek regulatory approval for JKB-122 in Ex-US markets, particularly in Africa.
  • The company intends to relaunch Lodonal in Africa for pain, cancer therapy, and autoimmune diseases.
  • The company will continue to seek assets with low acquisition costs and high growth opportunities.
  • The company will continue to seek and identify innovative technologies to incorporate into its intellectual property assets.
  • The company will continue to pursue new financing sources to support the business.

Key Dates

DateDescription
1993-12-02Resort Clubs International, Inc. was incorporated in Florida.
1998-05-27Galliano International Ltd. was incorporated in Delaware.
1999-11Galliano International Ltd. began trading.
2004-11-10Galliano merged with Resort Clubs International, Inc.
2010-08-23Resort Clubs changed its name to pH Environmental Inc.
2012-04-23pH Environmental completed a name change to TNI BioTech, Inc.
2012-04-24TNI BioTech, Inc. executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc.
2012-10TNI BioTech International, Ltd. was incorporated in Tortola, British Virgin Islands.
2013-08TNI BioTech, LTD was incorporated in the United Kingdom.
2013-12The Company formed Cytocom as a subsidiary.
2014-03Airmed Biopharma Limited was incorporated in Dublin, Ireland and Airmed Holdings Limited was incorporated in Bermuda.
2014-09-04Shareholders approved an amendment to change the name to Immune Therapeutics, Inc.
2018-05-01The Company entered into an amended and restated licensing agreement with Cytocom Inc.
2019-04-08The Company signed a second amendment to its licensing agreement with Cytocom.
2020-05-13The Company and Cytocom entered into an Amendment to the Second Amendment (Third Amendment).
2022-07-05The Company's board of directors approved the issuance of a $200,000 convertible promissory note to Noreen Griffin.
2022-09-30The Company entered into an Intellectual Property License Agreement with TaiwanJ Pharmaceuticals Co. Ltd.
2023-02-28The Company received written consent from a majority of shareholders to change the name to Biostax Corp.
2023-03-27The Company filed a definitive information statement on Schedule 14C.
2023-04-13The Company issued a note payable to TaiwanJ in the amount of $250,000.
2023-07Noreen Griffin was appointed as Chief Executive Officer.
2023-08-02The Company entered into a consulting agreement with Noreen Griffin.
2023-10-05The Company filed its name change amendment with the Secretary of State of Florida.
2023-10-20The Company's new name and trading symbol (BTAX) became effective.
2024-01-22The Company issued 81,086 shares of common stock to an investor as payment of accrued interest on Notes payable.

Keywords

Biotechnology, Pharmaceuticals, Drug Development, Autoimmune Hepatitis, NAFLD, NASH, HIV/AIDS, Lodonal, JKB-122, Emerging Markets, Clinical Trials, Intellectual Property, Regulatory Approval, Low Dose Naltrexone, MENK

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