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Biosynergy Inc. – ‘10-Q/A’ for 1/31/22

On:  Monday, 3/28/22, at 2:24pm ET   ·   For:  1/31/22   ·   Accession #:  1437749-22-7349   ·   File #:  0-12459

Previous ‘10-Q’:  ‘10-Q’ on 3/23/22 for 1/31/22   ·   Latest ‘10-Q’:  This Filing   ·   2 References:   To:  Biosynergy Inc. – ‘8-K’ on 11/30/21 for 11/23/21 To:  Biosynergy Inc. – ‘8-K’ on 7/2/09 for 6/30/09 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/22  Biosynergy Inc.                   10-Q/A      1/31/22   46:2.5M                                   RDG Filings/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment to Quarterly Report                       HTML    292K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     20K 
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BIOSYNERGY, INC.

PART 1 – FINANCIAL INFORMATION

Item 1 - Financial Statements and Supplementary Data

BALANCE SHEETS

Assets

The accompanying notes are an integral part of the financial statements.

BIOSYNERGY, INC.

PART 1 – FINANCIAL INFORMATION

BALANCE SHEETS

Liabilities and Stockholders’ Equity

The accompanying notes are an integral part of the financial statements.

BIOSYNERGY, INC.

PART 1 – FINANCIAL INFORMATION

Statement of Operations

(Unaudited)

The accompanying notes are an integral part of the financial statements.

BIOSYNERGY, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY/LIQUIDATION REDEMPTION LIABILITY

NINE MONTHS ENDED JANUARY 31, 2022

(Unaudited)

The accompanying notes are an integral part of the financial statements.

BIOSYNERGY, INC.

STATEMENT OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of the financial statements.

BIOSYNERGY, INC.

Notes to Financial Statements

Nine Months Ended January 31, 2022 and 2021

Item 2. Management’s Discussion of Financial Condition and Results of Operations

Recent Developments

Biosynergy, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) on November 23, 2021 with LCR Hallcrest, LLC (“Hallcrest”) for the sale of substantially all of the Company’s assets to Hallcrest (the “Asset Sale”). The Agreement contemplated the Asset Sale would be implemented through legal proceedings pursuant to 805 ILCS 5/12.05 et seq. of the Illinois Business Corporations Act (“BCA”). On November 24, 2021, Biosynergy filed a verified complaint (the “Complaint”) with the Circuit Court of Cook County, Illinois, Chancery Division, (the ”Court”), Case No. 2021CH05951 seeking a judicial dissolution and sale of Biosynergy’s assets pursuant to 805 ILCS 5/12.05 et seq. of the BCA. The complaint alleged that Biosynergy is a small publically traded company that has run out of viable options to continue in business for the benefit of its shareholders, or for the medical customers it serves.

On December 28, 2021, the Court entered an order finding that Biosynergy has established “dissolution is reasonably necessary because the business of the corporation can no longer be conducted to the general advantage of its shareholders.” The Court ordered Articles of Dissolution to be filed in accordance with BCA Section 12.20 and authorized and empowered Biosynergy to wind-down its business consistent with BCA Section 12.30.

The Company completed the Asset Sale on January 18, 2022. The Company sold all of its assets in the Asset Sale except for cash on hand and accounts receivable. As consideration for the Asset Sale, Hallcrest paid a purchase price of $1,504,496 in cash (of which $150,000 was paid into an indemnification escrow account to be held for 6 months as security for damages caused by a breach of representations and warranties in the Agreement by the Company). The Company retained all liabilities consisting of trade payables, rent and utilities for the premises at 1940 E. Devon, Elk Grove Village, Illinois through April 30, 2022, and all transaction expenses related to the Asset Sale.

The Company plans to change the name of the Company (as required under the Agreement) and file Articles of Dissolution prior to March 31, 2022. Shortly thereafter, the Company intends to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company plans to dissolve and distribute the proceeds from the Asset Sale and available cash, less the expenses of the Asset Sale, income taxes, and the expenses of dissolving the Company to its shareholders after release of the funds in the indemnification escrow account described above.

The foregoing description of the Agreement and the Asset Sale contemplated by the Agreement does not purport to be complete and is qualified in its entirety by reference to the Current Report on Form 8-K filed on November 30, 2021, the Current Report on Form 8-K filed on January 5, 2022, the Current Report filed on Form 8-K filed on January 21, 2022, and the Agreement, a copy of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on November 30, 2021, and is incorporated by reference herein.

For all periods prior to the asset sale agreement on November 23, 2021, the Company’s financial statements are presented on a going concern basis of accounting. As required by generally accepted accounting principles, the Company adopted the liquidation basis of accounting effective on November 23, 2021. The liquidation basis of accounting will continue to be used by the Company until such time that the dissolution is completed and all net cash has been distributed to its shareholders.

Under the liquidation basis of accounting, assets are stated at their realizable values and liabilities are stated at their estimated settlement amounts, which estimates are periodically reviewed and adjusted. Uncertainties as to the precise value of non-cash assets and the costs of winding down the Company make it impractical to predict the net value that will be available to distribute to the shareholders. Although we do not have a precise estimate of the costs that will be incurred to wind down the Company, management believes there is sufficient cash to pay all liabilities and expenses and make cash distributions to the shareholders. If adequate cash is not available to pay liabilities and the expenses to wind down the Company, estimated future distributions to shareholders will be reduced.

The Company reported in the accompanying financial statements that its net assets in liquidation aggregate are $2,461,111, or $16.47 per share, to distribute to its shareholders. The valuation of the net realizable value of the Company’s assets and the Company’s liabilities at their settlement amounts requires many estimates and assumptions. In addition, there are substantial risks and uncertainties associated the liquidation and winding down of the Company. The valuations set forth in the accompanying financial statements represent estimates, based on present facts and circumstances, of the value of assets and costs associated with the liquidation of the Company, and are subject to change.

Overview of Financial Condition and Results of Operations (Going Concern Basis)

The Company was primarily engaged in the development and marketing of medical, consumer and industrial thermometric and thermographic products that utilize cholesteric liquid crystals prior to January 18, 2022. The products were sold to hospitals, clinical end-users, laboratories and product dealers located throughout the United States. Note that while the discussion below refers to the period ended January 31, 2022, the Company ceased doing business on January 18, 2022 irrespective of the periods indicated.

Net Sales/Revenues

For the three month period ending January 31, 2022 (“3^rd Quarter”), the net sales increased 22.99%, or $60,937, and increased 17.57%, or $152,836, during the nine month period ending January 31, 2022, as compared to net sales for the comparative periods ending in 2021. The increase in sales during the three and nine month periods ending January 31, 2022 was primarily the result of increased HemoTemp® II sales. At January 18, 2022 there were no back orders.

In addition, during the 3^rd Quarter the Company had $525 of miscellaneous revenues and $1,682 for the nine month period ending January 31, 2022, primarily from interest income and leasing a portion of its storage space to an unrelated party.

Costs and Expenses

General

The operating expenses of the Company during the 3^rd Quarter increased overall by 129.68%, or $228,504, as compared to the 3^rd quarter in 2021. The operating expenses of the Company increased by 51.57%, or $278,253, for the nine month period ending January 31, 2022, as compared to the nine month period ending January 31, 2021. The overall increase in operating expenses was primarily due to the use of temporary independent contractors to replace employees who resigned earlier in 2021.

Cost of Sales

The cost of sales during the 3^rd Quarter increased by $28,837, and increased by $184,039 during the nine month period ending January 31, 2022 as compared to these expenses during the same periods ending in 2021. Due to the resignation of manufacturing employees, the Company entered into a manufacturing agreement with Hallcrest to manufacture its products other than liquid crystals. The increase in the cost of sales during the 3^rd Quarter and the nine month period ending January 31, 2022 was primarily due to the increased cost for Hallcrest to manufacture Biosynergy’s products. These increased costs to manufacture also resulted in a material decrease in the Company’s gross profit margin.

Research and Development Expenses

Research and Development costs decreased $15,822, or 36.73%, during the 3^rd Quarter as compared to the same quarter in 2021. These costs decreased by $33,350, or 27.81%, during the nine month period ending January 31, 2022 as compared to the same period in 2021. The overall cost in research and development expense decreased during the nine months due to lower employee costs as a result of employee resignations in 2021 and reduced development activities as the Company was winding down.

Marketing Expenses

Marketing expenses for the 3rd Quarter decreased by $19,980, or 47.52%, as compared to the quarter ending January 31, 2021. These costs decreased by $47,375, or 37.54%, during the nine month period ending January 31, 2022 as compared to the same period in 2021. The decrease is primarily due to lower employee costs and no travel during the respective periods.

General and Administrative Expenses

General and administrative costs for the 3^rd Quarter increased by $265,306, or 291.26%, as compared to the 3^rd quarter ending January 31, 2021, and increased by $358,882, or 122.24%, during the nine month period ending January 31, 2022, as compared to the same period in 2021, primarily due to higher legal and accounting fees related to the dissolution and liquidation of the Company and the use of temporary independent contractors to perform accounting and related services required as a result of the resignation of employees in 2021.

Net Income (Loss) from Operations

The Company realized a net loss from operations of $206,829 during the 3^rd Quarter as compared to a net loss of $10,425 for the comparative quarter in the prior year primarily due to increased costs of operation. The Company also realized a net loss of $300,126 for the nine month period ending January 31, 2022 as compared to a net income of $9,229 during the same period in 2021. This decrease in net income is due an overall increase in the operating expenses of the Company as discussed above.

Assets/Liabilities

General

Since April 30, 2021, the Company's assets have increased by $1,098,155 primarily as a result of the gain from the Asset Sale. Liabilities have increased by $401,032 (excluding the liquidation redemption liability) primarily due to income taxes payable as a result of the Asset Sale and the cost of liquidation of the Company.

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

Related Party Transactions

As of January 31, 2022 and April 30, 2021, $24,862 was due from F.K. Suzuki International, Inc. ("FKSI"). These balances result from an allocation of common expenses charged to FKSI prior to April 30, 2006 offset by advances received from time to time, and an advance of $5,163 in Fiscal 2020 for corporate compliance costs. No interest income has been received or accrued by the Company. The financial condition of FKSI was such that it was unlikely able to repay the Company within one year without liquidating a portion of its assets, including a portion of its ownership in the Company. As a result, the receivable balance was reclassified as contra equity account. However, once the cash assets from the liquidation of the Company are distributed to the shareholders, FKSI will be able to repay the advances.

A board member provides a variety of legal services to the company in his capacity as a partner in a law firm. Fees for such legal services were approximately $142,400 and $7,982 for the nine months ending January 31, 2022 and 2021 respectively.

Liquidity and Capital Resources

During the nine month period ending January 31, 2022, the Company experienced an increase in cash of $1,233,981 as the result of the Asset Sale. The Company has $150,000 in an indemnity escrow that is anticipated to be returned to the Company six months after the Asset Sale. The Company also had $286,646 in accounts receivable to be collected. Assuming collection of all accounts receivable, less the accounts payable and expenses of completing the liquidation and wind down, the Company estimates to have $2,461,111 for distribution to the shareholders.

Cash used by operating activities was $120,515 during the nine month period ending January 31, 2022. Cash provided by investing activities was $1,354,496 during this same period as a result of the Asset Sale. Except for the expenses related to the liquidation and wind down of the Company to be incurred in the future, management is not aware of any other material capital requirements or material contingencies for which it must provide.

Critical Accounting Policies and Estimates. On December 12, 2001, the SEC issued FR-60 “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.” FR-60 is an intermediate step to alert companies to the need for greater investor awareness of the sensitivity of financial statements to the methods, assumptions, and estimates underlying their preparation, including the judgments and

uncertainties affecting the application of those policies and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

The Company’s significant accounting policies are disclosed in Note 3 to the Financial Statements for the 3rd Quarter. See “Financial Statements.” Except as noted below, the impact on the Company’s financial position or results of operation would not have been materially different had the Company reported under different conditions or used different assumptions. The policies which may have materially affected the financial position and results of operations of the Company if such information had been reported under different circumstances or assumptions are:

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

Lease Commitments - On February 25, 2016, the FASB issued Topic 842, Leases. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. At inception, a lessee must classify all leases as either finance or operating. The Company classifies the lease for its facility in Elk Grove Village as an operating lease.

Revenue Recognition – The Company accounts for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance provides a five-step process to achieve that core principle and to determine when and how revenue is recognized.

Use of Estimates - Preparation of financial statements and conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The financial condition of the Company and results of operations may differ from the estimates and assumptions made by management in preparation of the Financial Statements accompanying this report.

Allowance for Bad Debts - The Company periodically performs credit evaluations of its customers and generally does not require collateral to support amounts due from the sale of its products. The Company maintains an allowance for doubtful accounts based on its best estimate of accounts receivable.

Forward-Looking Statements

This report may contain statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve risks and uncertainties. Actual results may differ materially from such forward-looking statements for reasons including, but not limited to, changes to and developments in the legislative and regulatory environments effecting the Company’s business, the impact of competitive products and services, changes in the medical and laboratory industries caused by various factors, risks inherit in marketing new products, as well as other factors as set forth in this report. Thus, such forward-looking statements should not be relied upon to indicate the actual results which might be obtained by the Company. No representation or warranty of any kind is given with respect to the accuracy of such forward-looking information. The forward-looking information has been prepared by the management of the Company and has not been reviewed or compiled by independent public accountants.

Item 3.         Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Historically, the Company’s primary exposure to market risk has been interest rate risk associated with its short term money market investments. The Company currently does not have any money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. Thus, the Company does not have any credit facilities with variable interest rates. The Company is not exposed to financial risk that will have a material impact on its financial position.

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

Item 4.         Controls and Procedures

Disclosure Controls and Procedures

The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) which are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and its Chief Accounting Officer have concluded that the Company’s disclosure controls and procedures are effective.

There have been no changes in the Company’s internal control over financial reporting during the Company’s Fiscal Quarter ending January 31, 2022 that have materially affected or are likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.         Legal Proceedings.

As of the end of the Company’s Fiscal Quarter ending January 31, 2022, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party to of which any of their property is the subject.

Item 1A. Risk Factors.

In addition to the other information set forth in this report on Form 10-Q, you should also consider the factors, risks and uncertainties which could materially affect the Company’s business, financial condition or future results as discussed in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2021. Except as identified above, there were no significant changes to the risk factors identified on the Form 10-K for the fiscal year ended April 30, 2021 or during the third quarter of Fiscal 2022.

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

During the past three years, the Company has not sold securities which were not registered under the Securities Act.

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

Item 3.  Defaults Upon Senior Securities.

(a)         As of the end of the Company’s Fiscal Quarter ending January 31, 2022, there have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the registrant or any of its significant subsidiaries exceeding 5 percent of the total assets of the Company and its consolidated subsidiaries.

(b)         As of the end of the Company’s Fiscal Quarter ending January 31, 2022, there have been no material arrearages in the payment of dividends and there has been no other material delinquency not cured within 30 days, with respect to any class of preferred stock of the Company which is registered or which ranks prior to any class of registered securities, or with respect to any class of preferred stock of any significant subsidiary of the Company.

Item 4.  Mine Safety Disclosures.

The disclosures required by this Item are not applicable to the Company.

Item 5.  Other Information.

(a)         The Company is not required to disclose any information in this Form 10-Q otherwise required to be disclosed in a report on Form 8-K during the period covered by this Form 10-Q.

(b)         During the Fiscal Quarter ending January 31, 2022, there have been no material changes to the procedures by which the security holders may recommend nominees to the Company’s board of directors, where such changes were implemented after the Company last provided disclosure in response to the requirements of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as a part of this report:

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

BIOSYNERGY, INC.

Nine Months Ended January 31, 2022 and 2021

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 thereunto duly authorized.

Biosynergy, Inc.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q/A’ Filing		Date		Other Filings
		4/30/22
		3/31/22
Filed on:		3/28/22
		3/23/22		10-Q
For Period end:		1/31/22		10-Q,  NT 10-Q
		1/21/22		8-K
		1/18/22		8-K
		1/5/22		8-K
		12/28/21		8-K
		11/30/21		8-K
		11/24/21
		11/23/21		8-K
		5/1/21
		4/30/21		10-K
		1/31/21		10-Q
		5/1/20
		2/25/16
		7/2/09		8-K
		4/30/06		10KSB
		12/12/01
				List all Filings

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2 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/21 Biosynergy Inc. 8-K:1,9 11/23/21 12:549K RDG Filings/FA 7/02/09 Biosynergy Inc. 8-K:5 6/30/09 1:37K

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Filing Submission 0001437749-22-007349   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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