UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 12, 2014

 

Atossa Genetics Inc.

(Exact name of registrant as specified in its charter)

         
         
Delaware   001-35610   26-4753208
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

     
     

1616 Eastlake Ave. East, Suite 510

Seattle, Washington

 

 

98102

     
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (206) 325-6086

 

Not Applicable
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

  

Item 2.02.Results of Operations and Financial Condition.

 

On November 12, 2014, Atossa Genetics Inc. (the “Company”) issued a press release announcing second quarter 2014 financial results. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

The information in the report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
   

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

     
Exhibit No.   Description
99.1   Press Release, dated November 12, 2014
     

* * *

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

         
Date: November 12, 2014 Atossa Genetics Inc.
 
 
  By:   /s/ Kyle Guse   
    Kyle Guse  
    Chief Financial Officer, General
Counsel and Secretary 
 

 

 

 
 

 

Exhibit Index

     
Exhibit No.   Description
99.1   Press Release, dated November 12, 2014
     

 

 

 

 

 

  

Exhibit 99.1

 

Atossa Genetics Announces Third Quarter 2014 Financial Results

and Provides Company Update

 

Conference Call to be Held Today at 4:30 pm Eastern Time

 

SEATTLE, November 12, 2014 -- Atossa Genetics, Inc. (NASDAQ: ATOS) today announced Third Quarter 2014 financial results and provided an update on recent corporate developments.

 

“In October our subsidiary, The National Reference Laboratory for Breast Health, Inc., or the NRLBH, began offering a new pharmacogenomics test” stated Dr. Steven C. Quay, Chairman, CEO and President. “These genetic tests, which help doctors prescribe drugs and doses best suited for each person, are being sold by the NRLBH’s sales and marketing partner, BioVentive, Inc. In the past three weeks, the NRLBH has processed approximately 238 pharmacogenomics tests. We have been seeing a strong demand for pharmacogenomics tests and expect they will provide a positive financial contribution to our business while complementing our other tests under development. We also continue to make significant progress towards introducing the ForeCYTE Breast Aspirator into the European markets – having now received the CE Mark - and developing the FullCYTE Breast Aspirator for a planned launch in the United States.”

 

Recent Corporate Developments

 

Important recent corporate developments include the following:

 

·The NRLBH launched pharmacogenomics testing in October and has now processed approximately 238 tests.

 

·Hired Scott Youmans as Senior Vice President of Operations, a seasoned medical device executive.

 

·Retained BioVentive, Inc. to provide sales and marketing services to the NRLBH.

 

·Obtained a CE Mark for the ForeCYTE Breast Aspirator, which is a significant milestone in our plans to launch the device in key European markets.

 

·Received a complete dismissal with prejudice of the securities class action lawsuit filed against Atossa and certain officers and directors in October 2013 (which the plaintiffs have now appealed to the U.S. Ninth Circuit Court of Appeals).

 

 
 

 

 Third Quarter 2014 Financial Results  

 

Revenue for the three months and nine months ended September 30, 2014, totaled $3,426 and $37,425, consisting of additional cash collected in excess of the amounts we accrued previously at the Medicare rates. Total revenue for the three and nine months ended September 30, 2013 was $76,597 and $585,345. Cost of revenue was $0 for the three months and nine months ended September 30, 2014, compared to $25,938 and $314,562 in the same periods in 2013.

 

 For the three months and nine months ended September 30, 2014, gross profit totaled $3,426 and $37,425, compared to $50,659 and $270,783 in the same period in 2013. 

 

Operating expenses for the three months ended September 30, 2014 were $3,248,681 consisting of general and administrative (G&A) expenses of $2,043,138, research and development (R&D) expenses of $923,169, and selling expenses of $282,374, representing an decrease of $303,875, or 9% from $3,552,556 in the same period in 2013, which consisted of G&A expenses of $2,858,027, R&D expenses of $321,111, and selling expenses of $373,418. Operating expenses for the nine months ended September 30, 2014 were $8,880,138 consisting of G&A expenses of $6,280,102, R&D expenses of $1,856,439, and selling expenses of $743,597. Operating expenses increased $582,678, or 7% from $8,297,460 for the same period in 2013, which consisted of $6,600,819 in G&A expenses, $731,258 in R&D expenses, and $965,383 in selling expenses.

  

 G&A expenses decreased primarily as a result of lower capital raising commissions, lower recall expenses, lower consulting fees, lower advertising and marketing fees and lower bad debt expenses, offset by higher legal and regulatory and higher salaries, director fees and employees benefits. Selling expenses decreased primarily as a result of our reduced sales and marketing efforts after our voluntary recall in October 2013. R&D increased primarily as a result of increased expenditures on the development of our new products and tests in the pipeline, including the NextCYTE Test and FullCYTE microcatheters.

 

We expect that our G&A and selling expenses will increase in future periods as we hire additional administrative and manufacturing personnel to prepare for and execute on the launch of the ForeCYTE Breast Aspirator and FullCYTE Breast Aspirator, and our other products and services under development, and as we incur additional costs associated with being a publicly traded company. We also expect that our R&D expenses will continue to increase as we add additional full time employees and incur additional costs to continue the development of our products and services under development throughout 2014.

 

 

 
 

 

Conference Call Information

 

Management will host a conference call today, November 12, 2014, at 4:30 pm Eastern Time to review the financial results and recent corporate developments. To listen to the call by phone, interested parties within the U.S. may dial 866-652-5200 or 412-317-6060 for international callers. All callers should ask for the Atossa Genetics conference call. The conference call will also be available through a live webcast at www.atossagenetics.com.

 

A replay of the call will be available one hour after the end of the call through September 12, 2014, and can be accessed via Atossa’s website or by dialing 877-344-7529 (domestic) or 412-317-0088 (international). The replay conference ID number is 10046259.

 

About Atossa Genetics

 

Atossa Genetics Inc. is focused on improving breast health through the development of laboratory services, medical devices and therapeutics. The laboratory services are being developed by its subsidiary, The National Reference Laboratory for Breast Health, Inc. The laboratory services and the Company's medical devices are being developed so they can be used as companions to therapeutics to treat various breast health conditions. For additional information, please visit www.atossagenetics.com.

 

Forward-Looking Statements

 

Forward-looking statements in this press release are subject to risks and uncertainties that may cause actual results to differ materially from the anticipated or estimated future results, including the risks and uncertainties associated with actions by the FDA, including the outcome of the FDA re-inspection completed on March 14, 2014, the outcome or timing of regulatory clearances, Atossa's ability to continue to manufacture and sell its products in a timely fashion, recalls of products, the efficacy of Atossa's products and services, performance of distributors, whether Atossa can launch in the United States and foreign markets it tests, devices and therapeutics in a timely and cost effective manner, and other risks detailed from time to time in Atossa's filings with the Securities and Exchange Commission, including without limitation its periodic reports on Form 10-K and 10-Q, each as amended and supplemented from time to time.

 

Contact:

 

Atossa Genetics, Inc.

Kyle Guse

CFO and General Counsel

(O) 800-351-3902

Kyle.Guse@atossagenetics.com

 

Investor Relations:

CorProminence LLC

Scott Gordon

President

516-222-2560

scottg@corprominence.com

 

 
 

  

ATOSSA GENETICS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

   September 30,   December 31, 
   2014   2013 
   (Unaudited)   (Audited) 
Assets        
Current assets        
Cash and cash equivalents  $11,374,251   $6,342,161 
Accounts receivable, net   29,151    139,072 
Prepaid expense   266,726    280,627 
Inventory, net   45,867    - 
Total current assets   11,715,995    6,761,860 
           
Furniture and equipment, net   185,000    163,147 
Intangible assets, net   4,365,312    4,395,633 
Deferred financing costs   426,961    651,961 
Security deposit   78,958    36,446 
Total assets  $16,772,226   $12,009,047 
           
Liabilities and Stockholders' Equity          
           
Current liabilities          
Accounts payable  $439,248   $248,142 
Accrued expenses   393,704    399,478 
Deferred rent   8,549    48,157 
Payroll liabilities   682,356    476,477 
Product recall liabilities   3,385    211,493 
Other current liabilities   12,375    23,649 
Total current liabilities   1,539,617    1,407,396 
           
Stockholders' Equity          
Preferred stock - $.001 par value; 10,000,000 shares authorized, 0 shares issued and
outstanding at September 30, 2014 and December 31, 2013, respectively
   -    - 
Common stock - $.001 par value; 75,000,000 shares authorized, 24,564,058 and 18,574,334
shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
   24,564    18,574 
Additional paid-in capital   44,569,561    31,099,691 
Accumulated deficit   (29,361,516)   (20,516,614)
Total stockholders' equity   15,232,609    10,601,651 
           
Total liabilities and stockholders' equity  $16,772,226   $12,009,047 

 

 

 
 

 

ATOSSA GENETICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three Months Ended
September 30,
   For The Nine Months Ended
September 30,
 
   2014   2013   2014   2013 
Revenue                
Diagnostic testing service  $3,426   $72,187   $37,425   $361,905 
Product sales   -    4,410    -    223,440 
Total Revenue   3,426    76,597    37,425    585,345 
Cost of Revenue                    
Diagnostic testing service   -    25,938    -    75,893 
Product sales   -    -    -    238,669 
Total Cost of Revenue   -    25,938    -    314,562 
Gross Profit   3,426    50,659    37,425    270,783 
Selling expenses   282,374    373,418    743,597    965,383 
Research and development expenses   923,169    321,111    1,856,439    731,258 
General and administrative expenses   2,043,138    2,858,027    6,280,102    6,600,819 
Total operating expenses   3,248,681    3,552,556    8,880,138    8,297,460 
Operating Loss   (3,245,255)   (3,501,897)   (8,842,713)   (8,026,677)
Interest income   11    53    154    53 
Interest expense   151    1    2,343    360 
Loss before Income Taxes   (3,245,395)   (3,501,845)   (8,844,902)   (8,026,984)
Income Taxes   -    -    -    - 
Net Loss  $(3,245,395)  $(3,501,845)  $(8,844,902)  $(8,026,984)
Loss per common share - basic and diluted  $(0.13)  $(0.22)  $(0.37)  $(0.55)
Weighted average shares outstanding, basic & diluted   24,537,379    15,830,033    23,860,843    14,697,221