x
|
Quarterly
Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of
1934 for the Quarterly Period ended September
30, 2008
|
¨
|
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 0-19437
|
SAFESTITCH
MEDICAL, INC.
|
|||
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
11-2962080
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
employer identification no.)
|
4400
Biscayne Blvd., Suite 670,
Miami, Florida
|
33137
|
(Address
of principal executive offices)
|
(Zip
code)
|
Large
accelerated filer o
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
|
|
|
|
PART
I. FINANCIAL INFORMATION
|
|
||
|
|
||
ITEM
1.
|
FINANCIAL
STATEMENTS
|
||
|
|
|
|
Condensed
Consolidated Balance Sheets as of September 30, 2008 (unaudited)
and
December 31, 2007
|
3
|
||
Unaudited
Condensed Consolidated Statements of Operations for the Three and
Nine
Months ended September 30, 2008 and 2007, and for the period from
September 15, 2005 (inception) to September 30, 2008
|
4
|
||
Condensed
Consolidated Statements of Stockholders’ Equity for the period from
September 15, 2005 (inception) through September 30, 2008
(unaudited)
|
5
|
||
Unaudited
Condensed Consolidated Statements of Cash Flows for the Nine Months
ended
September 30, 2008 and 2007, and for the period from September
15, 2005
(inception) to September 30, 2008
|
6
|
||
Notes
to unaudited condensed consolidated financial statements
|
7
|
||
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
16
|
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
20
|
|
ITEM
4T.
|
CONTROLS
AND PROCEDURES
|
20
|
|
|
|
|
|
PART
II. OTHER INFORMATION
|
|||
|
|
|
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
21
|
|
ITEM
1A.
|
RISK
FACTORS
|
21
|
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
21
|
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
21
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
21
|
|
ITEM
5.
|
OTHER
INFORMATION
|
21
|
|
ITEM
6.
|
EXHIBITS
|
21
|
|
SIGNATURES
|
22
|
September
30,
|
December
31,
|
||||||
2008
|
2007
|
||||||
ASSETS
|
(Unaudited)
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
1,467
|
$
|
631
|
|||
Accounts
receivable - related-party
|
20
|
-
|
|||||
Prepaid
expenses
|
46
|
99
|
|||||
Total
Current Assets
|
1,533
|
730
|
|||||
FIXED
ASSETS
|
|||||||
Property
and equipment, net
|
179
|
196
|
|||||
OTHER
ASSETS
|
|||||||
Security
deposits
|
36
|
56
|
|||||
Deferred
financing costs, net
|
1,064
|
1,702
|
|||||
Total
Other Assets
|
1,100
|
1,758
|
|||||
LONG-TERM
INVESTMENT, net of valuation adjustment of $1,754
|
-
|
-
|
|||||
TOTAL
ASSETS (Note
6)
|
$
|
2,812
|
$
|
2,684
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
154
|
$
|
253
|
|||
Total
Current Liabilities
|
154
|
253
|
|||||
Stockholder
loans
|
10
|
10
|
|||||
Commitments
and contingencies (Note 9)
|
-
|
-
|
|||||
STOCKHOLDERS’
EQUITY
|
|||||||
Preferred
stock, $.01 par value per share, 25,000,000 shares authorized,
|
|||||||
no
shares issued and outstanding
|
-
|
-
|
|||||
Common
stock, $.001 par value per share, 225,000,000 shares
authorized,
|
|||||||
17,954,521
and 16,093,016 shares
issued and outstanding, respectively
|
18
|
16
|
|||||
Additional
paid-in capital
|
10,772
|
6,582
|
|||||
Deficit
accumulated during the development stage
|
(8,142
|
)
|
(4,177
|
)
|
|||
Total
Stockholders’ Equity
|
2,648
|
2,421
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
2,812
|
$
|
2,684
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
September
15, 2005 (Inception) to September 30,
|
||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
||||||||||||
REVENUES
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
COSTS
AND EXPENSES
|
||||||||||||||||
Research
and development
|
494
|
382
|
2,111
|
1,299
|
5,017
|
|||||||||||
General
and administrative
|
405
|
305
|
1,211
|
468
|
2,231
|
|||||||||||
Total
Costs and Expenses
|
899
|
687
|
3,322
|
1,767
|
7,248
|
|||||||||||
LOSS
FROM OPERATIONS
|
(899
|
)
|
(687
|
)
|
(3,322
|
)
|
(1,767
|
)
|
(7,248
|
)
|
||||||
INTEREST
INCOME
|
7
|
7
|
19
|
13
|
72
|
|||||||||||
AMORTIZATION
OF DEBT ISSUANCE EXPENSE
|
(213
|
)
|
(71
|
)
|
(638
|
)
|
(71
|
)
|
(921
|
)
|
||||||
INTEREST
EXPENSE
|
-
|
(21
|
)
|
(24
|
)
|
(21
|
)
|
(45
|
)
|
|||||||
LOSS
BEFORE INCOME TAX
|
(1,105
|
)
|
(772
|
)
|
(3,965
|
)
|
(1,846
|
)
|
(8,142
|
)
|
||||||
PROVISION
FOR INCOME TAX
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
NET
LOSS
|
$
|
(1,105
|
)
|
$
|
(772
|
)
|
$
|
(3,965
|
)
|
$
|
(1,846
|
)
|
$
|
(8,142
|
)
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
|
17,955
|
12,466
|
16,967
|
11,646
|
||||||||||||
NET
LOSS PER BASIC AND DILUTED SHARE
|
$
|
(0.06
|
)
|
$
|
(0.06
|
)
|
$
|
(0.23
|
)
|
$
|
(0.16
|
)
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During
the
Development
|
|||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Inception
- September 15, 2005
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Capital
contributed
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(76
|
)
|
(76
|
)
|
|||||||||||||
Balance
at December 31, 2005
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
1
|
$
|
(76
|
)
|
$
|
(75
|
)
|
||||||||
Capital
contributed
|
-
|
-
|
11,256
|
11
|
1,493
|
-
|
1,504
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(1,060
|
)
|
(1,060
|
)
|
|||||||||||||
Balance
at December 31, 2006
|
-
|
$
|
-
|
11,256
|
$
|
11
|
$
|
1,494
|
$
|
(1,136
|
)
|
$
|
369
|
|||||||||
|
||||||||||||||||||||||
Exercise
of options (CTS) -
September
23, 2007 at $0.79 per share
|
-
|
-
|
42
|
-
|
35
|
-
|
35
|
|||||||||||||||
Stock-based
compensation-September 4, 2007
|
-
|
-
|
-
|
-
|
77
|
-
|
77
|
|||||||||||||||
Issuance
of common shares in recapitalization - September 4, 2007 at $0.64
per
share
|
-
|
-
|
4,795
|
5
|
3,078
|
-
|
3,083
|
|||||||||||||||
SafeStitch
expenses associated with recapitalization
|
-
|
-
|
-
|
-
|
(156
|
)
|
-
|
(156
|
)
|
|||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
65
|
-
|
65
|
|||||||||||||||
Warrants
issued in connection with credit facility-September 4, 2007 at $2.46
per
share
|
-
|
-
|
-
|
-
|
1,985
|
-
|
1,985
|
|||||||||||||||
Rule
16 payment received
|
-
|
-
|
-
|
-
|
4
|
-
|
4
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(3,041
|
)
|
(3,041
|
)
|
|||||||||||||
Balance
at December 31, 2007
|
-
|
$
|
-
|
16,093
|
$
|
16
|
$
|
6,582
|
$
|
(4,177
|
)
|
$
|
2,421
|
|||||||||
Issuance
of common shares in private offering - May 2008 at $2.15 per share,
net of
offering costs
|
-
|
-
|
1,862
|
2
|
3,986
|
-
|
3,988
|
|||||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
204
|
-
|
204
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(3,965
|
)
|
(3,965
|
)
|
|||||||||||||
Balance
at September 30, 2008 - Unaudited
|
-
|
$
|
-
|
17,955
|
$
|
18
|
$
|
10,772
|
$
|
(8,142
|
)
|
$
|
2,648
|
Nine
Months Ended
September
30,
|
September
15, 2005
(Inception)
|
|||||||||
2008
|
2007
|
to
September 30, 2008
|
||||||||
OPERATING
ACTIVITIES
|
||||||||||
Net
loss
|
$
|
(3,965
|
)
|
$
|
(1,846
|
)
|
$
|
(8,142
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Amortization
of deferred finance costs
|
638
|
71
|
921
|
|||||||
Stock-based
compensation expense
|
204
|
53
|
270
|
|||||||
Intrinsic
value of exercised options
|
-
|
77
|
77
|
|||||||
Depreciation
and amortization
|
42
|
-
|
46
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Decrease
(Increase) in receivables and other current assets
|
33
|
10
|
(46
|
)
|
||||||
Decrease
(Increase) in other assets
|
20
|
-
|
(37
|
)
|
||||||
Decrease
in accounts payable and accrued liabilities
|
(99
|
)
|
(47
|
)
|
(131
|
)
|
||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(3,127
|
)
|
(1,682
|
)
|
(7,042
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
Purchase
of equipment
|
(25
|
)
|
-
|
(225
|
)
|
|||||
Payment
received under Exchange Act Rule 16b
|
-
|
-
|
4
|
|||||||
NET
CASH USED IN INVESTING ACTIVITIES
|
(25
|
)
|
-
|
(221
|
)
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||
Net
cash provided in connection with the acquisition of SafeStitch
LLC
|
-
|
3,192
|
3,192
|
|||||||
Issuance
of 1,861,505 shares of common stock, net of offering costs
|
3,988
|
-
|
3,988
|
|||||||
Capital
contributions
|
-
|
-
|
1,431
|
|||||||
Proceeds
from stockholder loans
|
1,000
|
592
|
1,960
|
|||||||
Repayment
of stockholder loans
|
(1,000
|
)
|
(592
|
)
|
(1,876
|
)
|
||||
Exercise
of options
|
-
|
35
|
35
|
|||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
3,988
|
3,227
|
8,730
|
|||||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
836
|
1,545
|
1,467
|
|||||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
631
|
546
|
-
|
|||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
1,467
|
$
|
2,091
|
$
|
1,467
|
||||
Supplemental
disclosures:
|
||||||||||
Cash
paid for interest
|
$
|
24
|
$
|
-
|
$
|
45
|
||||
Non
cash activities:
|
||||||||||
Stockholder
loans contributed to capital
|
$
|
-
|
$
|
-
|
$
|
74
|
||||
Warrants
issued in connection with credit facility
|
$
|
-
|
$
|
1,985
|
$
|
1,985
|
September
30, 2008
|
Estimated
Useful lives
|
||||||
Machinery
and equipment
|
$
|
153,000
|
5
years
|
||||
Furniture
and fixtures
|
35,000
|
3-5
years
|
|||||
Software
|
37,000
|
3-5
years
|
|||||
225,000
|
|||||||
Accumulated
depreciation and amortization
|
(46,000
|
)
|
|||||
Property
and equipment, net
|
$
|
179,000
|
Three
months ended
September
30, 2008
|
Nine
months ended
September
30, 2008
|
||
Expected
volatility
|
63.05%
- 68.95%
|
63.05%
- 94.46%
|
|
Expected
dividend yield
|
0.00%
|
0.00%
|
|
Risk-free
interest rate
|
3.11%
- 3.35%
|
1.96%
- 3.35%
|
|
Expected
life
|
4.0
- 5.5 years
|
3.5
- 5.5 years
|
|
Forfeiture
rate
|
2.50%
|
2.50%
|
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term (Years)
|
Aggregate
Intrinsic Value
|
||||||||||
Outstanding
at December 31, 2007
|
88,667
|
$
|
2.60
|
||||||||||
Granted
|
154,500
|
$
|
3.05
|
||||||||||
Exercised
|
-
|
-
|
|||||||||||
Canceled
or expired
|
-
|
-
|
|||||||||||
Outstanding
at September 30, 2008
|
243,167
|
$
|
2.89
|
7.38
|
$
|
-
|
|||||||
Exercisable
at September 30, 2008
|
109,834
|
$
|
2.90
|
7.47
|
$
|
-
|
|||||||
Vested
and expected to vest at September 30, 2008
|
237,955
|
$
|
2.89
|
7.40
|
$
|
-
|
Stock
Options
|
Weighted
Average Grant Date Fair Value
|
||||||
Non-Vested
at December 31, 2007
|
66,500
|
$
|
2.21
|
||||
Options
Granted
|
154,500
|
2.00
|
|||||
Options
Vested
|
(87,667
|
)
|
1.96
|
||||
Non-Vested
at September 30, 2008
|
133,333
|
$
|
2.13
|
September
30, 2008
|
September
30, 2007
|
||||||
Stock
options
|
243,167
|
88,667
|
|||||
Stock
warrants
|
805,521
|
805,521
|
|||||
Total
|
1,048,688
|
894,188
|
|
|
Exhibits:
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a)
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a)
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
|
|
SAFESTITCH
MEDICAL, INC.
|
|
|||
Date:
November 12, 2008
|
By:
|
/s/
Jeffrey G. Spragens
|
|
|
|
|
Jeffrey
G. Spragens
|
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
||||
Date:
November 12, 2008
|
By:
|
/s/
Adam S. Jackson
|
|
|
|
|
Adam
S. Jackson
|
|
|
|
|
Chief
Financial Officer
|
|
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q of SafeStitch Medical,
Inc.;
|
2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c.
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d.
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
By: | /s/ Jeffrey G. Spragens | |
Jeffrey
G. Spragens
Chief
Executive Officer (Principal Executive Officer)
November
12, 2008
|
1. |
I
have reviewed this Quarterly Report on Form 10-Q of SafeStitch
Medical,
Inc.;
|
2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered
by this
report;
|
3. |
Based
on my knowledge, the financial statements, and other financial
information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of
the
registrant as of, and for, the periods presented in this
report;
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act
Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision,
to ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report
is being
prepared;
|
b. |
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the
period
covered by this report based on such evaluation;
and
|
d. |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial
reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a. |
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which
are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
By: | /s/ Adam S. Jackson | |
Adam
S. Jackson
Chief
Financial Officer (Principal Financial Officer)
November
12, 2008
|
(1)
|
the
Report fully complies with the requirements of Section 13(a) or
15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
SafeStitch
Medical, Inc.
|
By: | /s/ Jeffrey G. Spragens | |
Jeffrey
G. Spragens
Chief
Executive Officer (Principal Executive Officer)
November
12, 2008
|
(1)
|
the
Report fully complies with the requirements of Section 13(a) or
15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
SafeStitch
Medical, Inc.
|
By: | /s/ Adam S. Jackson | |
Adam
S. Jackson
Chief
Financial Officer (Principal Financial Officer)
November
12, 2008
|