PHASQ PhaseBio Pharmaceuticals Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

PhaseBio Pharmaceuticals, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

3500 S. Dupont Highway

Address of Principal Executive Office (Street and Number)

Dover, Delaware 19901

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,  10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

PhaseBio Pharmaceuticals, Inc. (the “Registrant”) is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 within the prescribed time period. As previously disclosed, on October 23, 2022, the Registrant filed a voluntary petition for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a Chapter 11 case (the “Chapter 11 Case”) for the Registrant (Case No. 22-10995-LSS). Due to the considerable time and resources the Registrant’s management is devoting to the Chapter 11 Case, the Registrant does not have the funds or personnel necessary to prepare and timely file its Quarterly Report on Form 10-Q on or before the May 15, 2024 due date without unreasonable effort or expense. The Registrant cannot at this time estimate when it will be able to file its Quarterly Report on Form 10-Q.

PART IV — OTHER INFORMATION

The Company has concluded that it is unable to file a Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (or other Periodic Reports), or provide a reasonable estimate of the anticipated results of operations for such fiscal quarter, without unreasonable effort and expense for the reasons described in Part III of this Form 12b-25. The Company’s results of operations for the fiscal quarter ended March 31, 2024 differed significantly from its results of operations for the fiscal quarter ended March 31, 2023 due to continued significant adverse developments with respect to the Company’s business and liquidity as a result of the suit commenced against the Company on October 7, 2022 by SFJ Pharmaceuticals X, Ltd., an SFJ Pharmaceuticals Group company (“SFJ”), in the United States District Court for the Eastern District of Pennsylvania, Civil Action No. 2:22-cv-04027 (the “Prepetition Litigation”), asserting certain claims related to the Co-Development Agreement entered into on January 9, 2020, by and between the Company and SFJ (the “Co-Development Agreement”), pursuant to which SFJ provided funding to the Company to support development of bentracimab (also known as PB2452), the adversary proceeding (the “Adversary Proceeding”) commenced on October 31, 2022 by the Company against SFJ in the Bankruptcy Court (Case No. 22-50456) related to the Co-Development Agreement, and other events preceding the commencement of the Chapter 11 Case, and the settlement agreement subsequently entered into on January 13, 2023 between the Company and SFJ to resolve the disputes raised in the Adversary Proceeding and the Prepetition Litigation, pursuant to which the Company transferred all of the Company’s right, title and interest in the Company’s business related to bentracimab to SFJ pursuant to a program transfer agreement between the Company and SFJ in satisfaction of SFJ’s secured claim in the Chapter 11 Case.

The Company is filing operating reports with the Bankruptcy Court relating to periods subsequent to October 23, 2022 and will continue to include these operating reports as exhibits to the Company’s Current Reports on Form 8-K.

All documents filed with the Bankruptcy Court are available for inspection at https://omniagentsolutions.com/PhaseBio.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this Form 12b-25 may constitute forward-looking statements, including statements regarding the Chapter 11 Case and the Company’s ability to continue operating in the ordinary course while the Chapter 11 Case is pending, within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “intends,” “potential,” “projects,” “target,” “will,” “would” and “future” or similar expressions are intended to identify forward-looking statements. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to (i) potential adverse effects of the Chapter 11 Case on the Company’s liquidity and results of operations; (ii) the Company’s ability to obtain timely approval by the Bankruptcy Court of the motions filed in the Chapter 11 Case; (iii) the effects of the Chapter 11 Case on the Company and on the interests of various constituents, including holders of the Company’s common stock; (iv) the Bankruptcy Court’s rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case generally; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Case; (vi) risks associated with third party motions in the Chapter 11 Case; (vii) increased administrative and legal costs related to the Chapter 11 process; (viii) exposure to potential litigation and inherent risks involved in a bankruptcy process; (ix) risks arising from the delisting of the Company’s common stock from The Nasdaq Stock Market LLC; and (x) other risks and uncertainties, including those described in the section entitled “Risk Factors” in the Company’s most recent annual or quarterly report filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from time to time. The forward-looking statements herein do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update the information contained in this Form 12b-25 to reflect new events or circumstances, except as required by law.

PhaseBio Pharmaceuticals, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.