# Vaxart, Inc.: Form 10-Q for the period ended Sep 30, 2015

- Company: [Vaxart, Inc.](/companies/vxrt.md) (CIK 72444)
- Form: 10-Q
- Filed: 2015-11-06
- Accepted by EDGAR: Nov 6, 2015, 15:09 ET
- Period: 2015-09-30
- Accession: 0001437749-15-020027
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/72444/000143774915020027/bota20150930_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/72444/000143774915020027/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2015-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2015-07-01 to 2015-09-30 | $1.7m | us-gaap:Revenues |
| Research and development | 3 months, 2015-07-01 to 2015-09-30 | $5.5m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2015-07-01 to 2015-09-30 | −$6.7m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2015-07-01 to 2015-09-30 | −$6.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2015-07-01 to 2015-09-30 | −$0.17 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2015-07-01 to 2015-09-30 | −$0.17 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2015-07-01 to 2015-09-30 | 38,624,227 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2015-07-01 to 2015-09-30 | $900.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2015-09-30 | $45.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2015-09-30 | $61.2m | us-gaap:AssetsCurrent |
| Total assets | at 2015-09-30 | $71.0m | us-gaap:Assets |
| Current liabilities | at 2015-09-30 | $6.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2015-09-30 | $7.5m | us-gaap:Liabilities |
| Shareholders' equity | at 2015-09-30 | $63.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 28,384 characters.

### FORWARD LOOKING STATEMENTS

*This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In most cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “forecast,” “potential,” “likely” or “possible”, as well as the negative of such expressions, and similar expressions intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to:*

- *the anticipated timing of reporting top-line data from the Phase 1 single ascending dose (“SAD”) clinical trial for BTA585;*
- *the planned initiation of a multiple ascending dose clinical trial of BTA585 and the timing of reporting top-line data;*
- *the planned initiation of a Phase 2 clinical trial for BTA074;*
- *the time frames in which we plan to report top line data from our Phase 2b SPIRTUS clinical trial for vapendavir;*
- *our anticipation that we will generally incur net losses from operations in the future due to our intention to continue to support the clinical development of our product candidates;*
- *our anticipation that royalty revenue from net sales of Relenza® may decrease in fiscal 2016 due to the expiration of composition of matter patents for Relenza® in multiple countries and the outcome of pending patent application in the U.S.;*
- *our future financing requirements, the factors that may influence the timing and amount of those requirements and our ability to fund them;*
- *the number of months that our current cash, cash equivalents, investments and anticipated future proceeds from existing royalty-bearing license agreements will allow us to operate; and*
- *our plan to continue to finance our operations with our existing cash, cash equivalents, investments and proceeds from existing or potential future royalty-bearing licenses, collaborative research and development arrangements, or through future equity and/or asset or debt financings or other financing vehicles.*

*These forward looking statements are subject to key risks and uncertainties including, without limitation: we, the U.S. Food and Drug Administration (“FDA”), Argentina National Administration of Drugs, Foods and Medical Devices (“ANMAT”), European Medicines Agency (“EMA”) or similar foreign regulatory agency, a data safety monitoring board, an institutional review board delaying, limiting, suspending or terminating the clinical development of any of our clinical development programs at any time for a lack of safety, tolerability, biologic activity, commercial viability, regulatory or manufacturing issues, or any other reason whatsoever; our ability to secure, manage and retain qualified third-party clinical research, data management and contract manufacturing organizations upon which it relies to assist in the design, development, implementation and execution of the clinical and preclinical development of all its product candidates; the safety or efficacy data from ongoing or future preclinical studies of any of our product candidates not supporting the clinical development of that product candidate; our capacity to successfully enroll, manage and conduct several simultaneous clinical trials on a worldwide timely basis; our ability to comply with applicable government regulations in various countries and regions in which we are conducting, or expect to conduct, clinical trials; our ability to manufacture and maintain sufficient quantities of preclinical and clinical trial material on hand to conduct and complete our preclinical studies or clinical trials on a timely basis; our ability, or that of our clinical research organizations or clinical investigators, to enroll a sufficient number of patients in our clinical trials on a timely basis; our ability to retain and recruit sufficient staff, including key executive management and employees, to manage our business; our third-party contract research, data management and manufacturing organizations fulfilling their contractual obligations on a timely basis or otherwise performing satisfactorily in the future; GlaxoSmithKline (“GSK”) or Daiichi Sankyo continuing to generate net sales from Relenza® and Inavir®, respectively, and otherwise continuing to fulfill their obligations under our royalty-bearing license agreements with them in the future; our ability to maintain, protect or defend our proprietary intellectual property rights from unauthorized use by others, or not infringe on the intellectual property rights of others; our ability to successfully manage our expenses, operating results and financial position in line with our plans and expectations; the condition of the financial equity and debt markets and our ability to raise sufficient funding in such markets; changes in general economic business or competitive conditions related to our industry or product candidates; and other statements contained elsewhere in this Quarterly Report on Form 10-Q and our 2015 Annual Report on Form 10-K .*

*There may be events in the future that we are unable to predict accurately, or over which we have no control. You should completely read this Form 10-Q and the documents that we reference herein that have been filed or incorporated by reference as exhibits and with the understanding that our actual future results may be materially different from what we expect. Our business, financial condition, results of operations, and prospects may change. We may not update these forward-looking statements, even though our situation may change in the future, unless we have an obligation under the federal securities laws to update and disclose material developments related to previously disclosed information. We qualify all of the information presented in this Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.*

*Biota is a registered trademark of Biota Pharmaceuticals, Inc., Relenza ® is a registered trademark of GlaxoSmithKline plc, and Inavir ® is a registered trademark of Daiichi Sankyo Company, Ltd.*

*References to “we,” “us,” and “our” refer to Biota Pharmaceuticals, Inc. and its subsidiaries.*

*The following is a discussion and analysis of the major factors contributing to our results of operations for the three months ended September 30, 2015, and our financial condition at that date, and should be read in conjunction with the financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.*

### Company Overview

We are focused on the discovery and development of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. We have four product candidates in clinical development: vapendavir, which is an oral treatment for human rhinovirus (“HRV”) infections in moderate-to-severe asthmatics, currently being evaluated in our ongoing Phase 2b SPIRITUS trial; BTA074, a topical antiviral in Phase 2 development for the treatment for genital warts caused by human papillomavirus (“HPV”) types 6 & 11; BTA585, an oral fusion (“F”) protein inhibitor in Phase 1 development for the treatment of respiratory syncytial virus (“RSV”)-A and RSV-B infections; and laninamivir octanoate (“LANI”), a one-time, inhaled treatment for influenza A and B infections in Phase 2 development. We also have preclinical RSV non-fusion inhibitor program.

Although several of our influenza product candidates have been successfully developed and commercialized to-date by other larger pharmaceutical companies under license, collaboration or commercialization agreements with us, we have not independently developed or received regulatory approval for any product candidate, and we do not currently have any sales, marketing or commercial capabilities. Therefore, it is possible that we may not derive any significant product revenues from any product candidates that we are developing now, or may develop in the future. We expect to incur losses for the foreseeable future as we intend to support the clinical and preclinical development of our product candidates.

We plan to continue to finance our operations with (i) our existing cash, cash equivalents, and investments (ii) proceeds from existing or potential future royalty-bearing licenses, collaborative research and development arrangements, (iii) future equity and/or forms of asset and debt financing or (iv) other financing arrangements. Our ability to continue to support our operations is dependent, in the near-term, upon our successful management of our cash resources, our continuing to receive royalty revenue under our existing licenses, our ability to enter into future collaboration, license or commercialization agreements, the successful development of our product candidates, our ability to execute future financings, if needed, and ultimately, upon the approval of our products for sale and achievement of positive cash flows from operations on a consistent basis. There can be no assurance that additional capital or funds will be available on terms acceptable to us, if at all, or that we will be able to enter into collaboration, license or commercialization agreements in the future, or that we will ever generate significant product revenue and become operationally profitable on a consistent basis.

### Corporate Updates

***Appointed Mark P. Colonnese as Executive Vice President and Chief Financial Officer on November 2, 2015.*** On November 2, 2015, we announced the appointment of Mark Colonnese as Executive Vice President and Chief Financial Officer. Prior to joining us, Mr. Colonnese was Chief Financial Officer of Stealth BioTherapeutics, Inc.

***Appointed Armando Anido and Michael Dunne, M.D. to Board of Directors on September 21, 2015.*** On September 21, 2015, we announced the appointments of Armando Anido and Michael Dunne, M.D. to our Board of Directors. Mr. Anido is currently Chairman of the Board and Chief Executive Officer of Zynerba Pharmaceuticals and Dr. Dunne is currently Chief Science Officer of Iterum Pharmaceuticals LLC.

### Anticipated Upcoming Pipeline Milestones

On November 5, 2015, we reported the following:

***BTA585.*** BTA585 is an orally bioavailable compound being developed to RSV infections in children, the elderly and immunocompromised patients. We are currently conducting a 50-subject, randomized, placebo-controlled, Phase 1 SAD clinical trial to evaluate the safety and pharmacokinetics (“PK”) of BTA585 in healthy volunteers. The ongoing Phase 1 SAD clinical trial has five dose level cohorts ranging from 50 mg to 500 mg and includes an evaluation of the effect of food on the plasma PK of BTA585. To date, four cohorts have completed the study and top-line PK and safety data is anticipated by year-end. We also expect to begin a Phase 1 multiple ascending dose trial this month and anticipate top-line results in the first quarter of calendar year 2016.

***BTA074 5% topical gel.*** BTA074 is a novel, direct-acting antiviral with activity against human papillomavirus types 6 and 11. BTA074 is currently in development for the treatment of genital warts, or condyloma, as well as recurrent respiratory papillomatosis. We anticipate that dosing will commence early next year in a double-blind placebo-controlled, randomized, Phase 2 study to assess the safety, tolerability, pharmacokinetics and efficacy of BTA074 5% gel, dosed topically, twice a day for up to 16 weeks in duration, in approximately 210 adult condyloma patients.

***Vapendavir.*** Vapendavir is an oral treatment for human rhinovirus infections in moderate-to-severe asthmatics. We are continuing enrollment in the ongoing Phase 2b SPIRITUS trial. The multi-center, randomized, double-blind, placebo-controlled dose-ranging study is designed and powered to equally randomize approximately 190 laboratory-confirmed human rhinovirus infected patients across three treatment arms. The primary endpoint of the trial is the change from baseline to study day 14 in asthma symptoms and lung function as measured by the asthma control questionnaire-6 total score. Key secondary endpoints include safety and tolerability, specific lung function assessments such as forced expiratory volume in one second (“FEV1”), daily ß2-agonist use and the incidence of moderate and severe asthma exacerbations. We anticipate top-line data from this trial to be available in the second half of next year.

### CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Results of Operations discusses our financial results, which (except to the extent described in the Notes thereto) have been presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

We base our estimates and judgments on historical experience, current economic and industry conditions, and various other factors that we believe to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies require significant judgment and estimates:

- Use of estimates
- Revenue recognition
- Accrued expenses
- Share-based compensation

In August 2014, the Financial Accounting Standards Board issued authoritative accounting guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. This guidance is effective for public and non-public entities for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. We are currently assessing the expected impact that this Accounting Standards Update will have on the consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued authoritative accounting guidance related to revenue from contracts with customers. This guidance is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. We will adopt this guidance on July 1, 2017. We may use either a full retrospective or a modified retrospective approach to adopt this guidance. We are evaluating which transition approach to use and its impact, if any, on our consolidated financial statements.

### Results of Operations for the Three months ended September 30, 2015 and September 30, 2014

*Summary.* For the three months ended September 30, 2015, we reported a net loss of $6.6 million, as compared to a net loss of $6.9 million in the same period of the prior fiscal year. The $0.3 million decrease in net loss from the prior period was primarily due to a $1.7 million reduction in the cost of revenue related to the termination of our BARDA contract in May 2014, a $1.0 million increase in net revenue due to increased royalty revenue and a $0.2 million reduction in general and administration expense, offset in part by a $2.0 million change from a foreign currency gain to a loss and a $0.6 million increase in research and development expense. Basic and diluted net loss per share was $0.17 for the three month period ended September 30, 2015, as compared to a basic and diluted net loss per share of $0.20 in the same period of 2014.

*Revenue.* Revenue increased to $1.7 million for the three months ended September 30, 2015 from $0.7 million for the same period in 2014. The following table summarizes the key components of our revenue for the three months ended September 30, 2015 and 2014:

|  | Three Months Ended September 30, (in millions) 2015 | 2014 |
| --- | ---: | ---: |
| Royalty revenue – Relenza® | $1.7 | $- |
| – Inavir® | - | - |
| Revenue from services | - | 0.7 |
| Revenue grants and other | - | - |
| Total revenue | $1.7 | $0.7 |

Royalty revenue increased primarily due to higher sales of Relenza® related to a government stock pile order. Revenue from services decreased due to a reduction in contract service revenue related to the cancellation of our contract with BARDA in May 2014.

*Cost of Revenue.* Cost of revenue decreased to zero for the three months ended September 30, 2015 from $1.7 million for the same period in 2014. The following table summarizes the components of our cost of revenue for the three months ended September 30, 2015 and 2014.

|  | Three Months Ended September 30, (in millions) 2015 | 2014 |
| --- | ---: | ---: |
| Direct preclinical, clinical and product development expenses | $- | $1.4 |
| Salaries, benefits and share-based compensation expenses | **-** | 0.2 |
| Other expenses | **-** | 0.1 |
| Total cost of revenue expense | $- | $1.7 |

Direct preclinical, clinical and product development expense decreased due to no third-party clinical costs being incurred for the development of LANI under the BARDA contract in 2015 due to its termination in May 2014. Salaries, benefits and share-based compensation expense decreased primarily as a result of no personnel being allocated to work under the terminated BARDA contract in 2015. Other expenses decreased due to a reduction in miscellaneous costs as a result of the termination of the BARDA contract.

*Research and Development Expense.* Research and development expense increased to $5.5 million for the three months ended September 30, 2015 from $4.9 million for the same period in 2014. The following table summarizes the components of our research and development expense for the three months ended September 30, 2015 and 2014.

|  | Three Months Ended September 30, (in millions) 2015 | 2014 |
| --- | ---: | ---: |
| Direct preclinical, clinical and product development expenses | $4.3 | $2.3 |
| Salaries, benefits and share-based compensation expenses | 1.0 | 1.6 |
| Other expenses | 0.2 | 0.3 |
| Depreciation and facility related expenses | - | 0.7 |
| Total research and development expense | $5.5 | $4.9 |

Direct preclinical, clinical and product development expense increased largely due to higher costs associated with the Phase 2b SPIRITUS clinical trial for vapendavir, the Phase 1 SAD clinical trial for BTA585, startup expenses for the planned initiation of the Phase 2 clinical trial for BTA074 and chemistry and preclinical expenses related to our non-fusion RSV compounds. Salaries, benefits and share-based compensation decreased primarily due to a reduction in personnel from last year. Other expenses decreased due to a reduction in research activities. Depreciation and facility related expenses decreased due to the closure of the our Melbourne, Australia research facility in March 2015.

*General and Administrative Expense.* General and administrative expense decreased to $2.2 million for the three months ended September 30, 2015 from $2.4 million for the same period in 2014. The following table summarizes the components of our general and administrative expense for the three months ended September 30, 2015 and 2014.

*(in millions)*

|  | Three Months Ended September 30, 2015 | 2014 |
| --- | ---: | ---: |
| Salaries, benefits and share-based compensation expenses | $1.4 | $1.4 |
| Professional and legal fees expenses | 0.2 | 0.3 |
| Other expenses | 0.6 | 0.7 |
| Total general and administrative expense | $2.2 | $2.4 |

Professional and legal fees decreased primarily due to lower fees. Other expenses decreased primarily due to lower facility expenses as compared to the previous year.

*Foreign Exchange Loss (Gain), net.* The impact of foreign exchange changed from a gain in 2014 to a loss in 2015 due to the appreciation of the U.S. dollar as compared to the Australian dollar during the three month period ended September 30, 2015 and the translation of foreign currency balances and foreign currency transactions. Specifically, we recorded a loss on (i) the exchange of our Australian dollar denominated accounts receivables as of June 2015 to U.S. dollars and (ii) the mark to mark accounting on our current Australian dollar denominated accounts receivable. The vast majority of our cash holdings are held in the U.S. dollar. We also translate all of our foreign assets and liabilities at the period-end exchange rate and the net effect of these translation adjustments is shown as a foreign currency loss or gain.

### LIQUIDITY AND CAPITAL RESOURCES

For the three months ended September 30, 2015, cash and cash equivalents increased by $0.6 million. This increase was primarily the result of the receipt of a significant amounts of accounts receivable during the quarter, offset in part by our operating activities.

Net cash provided by operating activities was $0.9 million for the three months ended September 30, 2015, which reflected a net decrease in operating assets of $9.2 million and non-cash charges for share-based compensation of $0.6 million, offset in part by our net loss during the period of $6.6 million and a decrease in net operating liabilities of $2.3 million.

Our net loss resulted largely from our funding of research and development activities including conducting clinical and preclinical studies, manufacturing and formulation of our product candidates, as well as ongoing general and administrative expenses and a foreign exchange loss, offset partially by our royalty revenues and interest income. The net changes in operating assets and liabilities reflects a $9.4 million decrease in accounts receivable, offset in part by a $2.2 million decrease in accounts payable and accrued expenses, a decrease of $0.1 million in accrued severance obligations and a $0.2 million increase in prepaid expenses.

Net cash used in investing activities during the three months ended September 30, 2015 consisted of $1.2 million for purchases of short-term and long-term investments, offset in part by the call redemption of long-term investments of $1.0 million.

Net cash used in financing activities during the three months ended September 30, 2015 consisted of $0.1 million for payment on a note payable.

At September 30, 2015, our cash and cash equivalents totaled $45.3 million, not including our short and long-term investments of $21.0 million. Our cash and cash equivalents are currently held in the form of short-term deposits with large U.S. banks. Our short-term and long-term investments consist primarily of U.S. treasury securities, U.S. government agency securities, certificates of deposit and corporate securities.

Our future funding requirements are difficult to determine and will depend on a number of factors, including:

- the variability of future royalty revenue we may receive from existing royalty-bearing license agreements;
- the development timelines and plans for our product candidates, including any changes to those timelines, plans or our strategy;
- the variability, timing and costs associated with conducting clinical trials for our product candidates, the rate of enrollment in such clinical trials, and the results of these clinical trials:
- the variability, timing and costs associated with conducting preclinical studies, and the results of those studies;
- the cost of scaling up, formulating and manufacturing preclinical and clinical trial materials to evaluate our product candidates;
- whether we receive regulatory approval to advance or begin the clinical development of our product candidates in a timely manner, if at all;
- the cost and time to obtain regulatory approvals required to advance the development of our product candidates;
- the scope and size of our research and development efforts;
- the size and cost of our general and administrative function we need to manage our operations, including the infrastructure to support being a publicly-traded company; and
- the cost of filing, prosecuting, and enforcing patent and other intellectual property claims.

Based on our current strategy and operating plan, and considering the potential costs associated with advancing the clinical and preclinical development of our product candidates, we believe that our existing cash and cash equivalents of $45.3 million, plus our liquid investments of $21.0 million as of September 30, 2015, along with the anticipated proceeds from existing royalty-bearing licenses will enable us to operate for a period of at least 12 months from September 30, 2015.

We currently do not have any commitments for future funding, nor do we anticipate that we will generate significant revenue, aside from existing revenue from royalty-bearing arrangements. Therefore, in order to meet our anticipated liquidity needs beyond 12 months to support the development of our product candidates and operations, or possibly sooner in the event we enter into other transactions or revise our strategy or development plans, we may need to raise or secure additional capital. We would expect to do so primarily through the sale of additional common stock or other equity securities, as well as through proceeds from future licensing agreements, strategic collaborations, forms of asset and debt financing, or any other financing vehicle. On October 2, 2015, we entered into a sale agreement with MLV & Co. LLC and FBR Capital Markets & Co, (the “Sales Agents”) to offer shares of our common stock from time to time through the Sales Agents, as our Sales Agents for the offer and sale of the shares, in an “at the market” offering. We may offer and sells shares of common stock for an aggregate offering price of up to $25,000,000. Funds from these sources may not be available to us on acceptable terms, if at all, and our failure to raise such funds could have a material adverse impact on our future business strategy and plans, financial condition and results of operations. If adequate funds are not available to us on acceptable terms in the future, we may be required to delay, reduce the scope of, or eliminate one or more of our research and development programs, or delay or curtail our preclinical studies and clinical trials, or reduce our internal cost structure. If additional capital is not available to us on acceptable terms, we may need to obtain funds through license agreements, or collaborative or partner arrangements pursuant to which we will likely relinquish rights to certain product candidates that we might otherwise choose to develop or commercialize independently, or be forced to enter into such arrangements earlier than we would prefer, which would likely result in less favorable transaction terms. Additional equity financings may be dilutive to holders of our common stock, and debt financing, if available, may involve significant payment obligations and covenants that restrict how we operate our business.

### Contractual and Commercial Commitments

There have been no material changes from the information included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4) (ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

## Market risk

As filed, 261 characters.

There has been no material change in our assessment of sensitivity to market risk since our presentation set forth in Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

## Controls and procedures

As filed, 1,658 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

### Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

### PART II – OTHER INFORMATION

### ITEM1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations.

### ITEM1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

### ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

### ITEM3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

### ITEM4. MINE SAFETY DISCLOSURE

Not applicable.

### ITEM5. OTHER INFORMATION

None.

Filed Nov 6, 2015.
Source: SEC EDGAR, the filing index for accession 0001437749-15-020027. Last ingested by Listed: Nov 5, 2026, 18:48 ET. No prices; not investment advice.