What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-11 · 35 added, 36 removed, 211 unchanged (25% of the section changed)

36 unchanged sentences

Recent Developments

On July 31, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation (the “Charter Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of our common stock, effective August 4, 2025 at :4:01 p.m., Eastern Time (the “Effective Time”) and our shares of common stock began trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on August 5, 2025, under our existing trading symbol “ACXP”.

As previously reported, the Reverse Stock Split was approved by our stockholders at our annual meeting of stockholders held on July 17, 2025, at a ratio ranging from any whole number between 1-for-10 and 1-for-30, as determined by our board of directors in its discretion.

On July 17, 2025, the board of directors approved a ratio of 1-for-20 for the Reverse Stock Split.

The Charter Amendment provides that at the Effective Time, every 20 shares of our issued and outstanding shares of common stock immediately prior to the Effective Time, were automatically converted, without any action on the part of the holder thereof, into one share of common stock.

The number of authorized shares of common stock and the par value of each share of common stock remained unchanged.

No fractional shares were issued as a result of the Reverse Stock Split.

Stockholders who otherwise would have been entitled to receive a fractional share in connection with the Reverse Stock Split received a cash payment in lieu thereof.

The Company has adjusted the presentation of all periods covered by the condensed interim financial statements contained herein to give retroactive effect to the Reverse Stock Split, including adjustments to net loss per share and other per share of common stock amounts.

On August 4, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding shares of common stock.

The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share .

All issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these condensed interim financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented.

Authorized common stock was not adjusted as result of the reverse stock split.

On August 4, 2025, we effected a 1-for-20 reverse stock split of our issued and outstanding shares of common stock, and as a result of the reverse-stock-split, on August 26, 2025, we regained compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).

In addition, we met the minimum stockholders’ equity threshold of $2.5 million under Listing Rule 5550(b)(1).

We are now in full compliance with all Nasdaq continued listing requirements and our common stock will remain listed and traded on the Nasdaq Stock Market.

At our special meeting of stockholders, held on September 16, 2025, our stockholders approved an amendment (the “Amendment”) to our Certificate of Incorporation, as amended, to increase the total number of authorized shares of our common stock from 200,000,000 to 250,000,000.

On September 22, 2025, we filed the Amendment with the Secretary of State of the State of Delaware with immediate effect.

Equity Line of Credit Purchase Agreement

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Under the terms and subject to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $12.0 million in shares of our common stock.

Such sales of our common stock, if any, will be subject to certain limitations, and may occur from time to time, at our sole discretion, over the 24-month period commencing on the date that a registration statement covering the resale by Lincoln Park of shares that have been and may be issued under the Purchase Agreement is declared effective by the Securities and Exchange Commission (the “SEC”) and a final prospectus, if necessary, in connection therewith is filed and the other conditions in the Purchase Agreement are satisfied (the date on which all such conditions are satisfied, the “Commencement Date”).

Sales of shares of our common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of our common stock and our determination as to the appropriate sources of funding for our operations.

Such sales of our common stock, if any, will be subject to certain limitations, and may occur from time to time, at our sole discretion, over the 24-month period commencing on May 29, 2025, which was the date the conditions set forth in the Purchase Agreement were satisfied (the “Commencement Date”).

determination as to the appropriate sources of funding for our operations.

We expect that any proceeds we receive from such sales will be used for working capital and general corporate purposes.

In connection with entering into the Purchase Agreement, on May 8, 2025, we issued 44,963 shares of our common stock to Lincoln Park in consideration for its commitment to purchase shares under the Purchase Agreement.

As of the period ended June 30, 2025, we sold 72,000 shares of our common stock under the Purchase Agreement at a weighted-average price of $9.85 per share, raising $0.7 million of gross proceeds and net proceeds of $0.6 million after deducting related fees and expenses.

As of August 8, 2025, total sales under the Purchase agreement is approximately $1.6 million out of $12 million.

As of the period ended September 30, 2025, we sold 393,532 shares of our common stock under the Purchase Agreement at a weighted-average price of $6.18 per share, raising $2.4 million of gross proceeds and net proceeds of $2.3 million after deducting related fees and expenses.

As of November 11, 2025, total sales under the Purchase agreement is approximately $3.0 million out of $12 million.

Warrant Inducement Agreement

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At that time, we may appeal the Staff’s determination to a Nasdaq Hearing Panel.

On August 26, 2025, we received a letter from Nasdaq notifying us that we regained compliance with Nasdaq Listing Rule 5550(b)(1).

Nasdaq Minimum Bid Price Requirement

9 unchanged sentences

However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or that Nasdaq will grant us a further extension of time to regain compliance, if applicable.

On August 26, 2025, we received a letter from the Nasdaq notifying us that we regained compliance with Nasdaq Listing Rule 5550(a)(2).

Effects of Coronavirus (COVID-19) on Our Business

41 unchanged sentences

Results of Operations

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The following table presents a summary of the changes in our results of operations for the three months ended June 30, 2025 compared with the three months ended June 30, 2024:

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following table presents a summary of the changes in our results of operations for the three months ended September 30, 2025 compared with the three months ended September 30, 2024:

Three Months Ended

September 30,

(in thousands)

6 unchanged sentences

Research and Development Expenses

Research and development expenses were $0.5 million for the three months ended June 30, 2025 and $1.8 million for the three months ended June 30, 2024, a decrease of $1.3 million due to $0.3 million decrease in manufacturing related costs and $1.0 million decrease in consulting fees as the prior year had higher expenses related to Phase 2b and Phase 3 preparation costs.

Research and development expenses were $0.4 million for the three months ended September 30, 2025 and $1.2 million for the three months ended September 30, 2024, a decrease of $0.8 million due to $0.1 million decrease in manufacturing related costs and $0.7 million decrease in consulting fees as the prior year had higher expenses related to Phase 2b and Phase 3 preparation costs.

General and Administrative Expenses

General and administrative expenses were $1.7 million for the three months ended June 30, 2025 and $2.3 million for the three months ended June 30, 2024, a decrease of $0.6 million.

The decrease was primarily due to $0.7 million decrease in share-based compensation related costs offset by $0.1 million increase in professional fees.

Net loss was $2.2 million for the three months ended June 30, 2025, and $4.1 million for the three months ended June 30, 2024, a decrease of $1.9 million, due to the reasons stated above.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six Months Ended

General and administrative expenses were $1.6 million for the three months ended September 30, 2025 and $1.6 million for the three months ended September 30, 2024.

The expenses remained consistent as $0.2 million decrease in compensation related costs were offset by $0.1 million increase in legal fees.

Net loss was $2.0 million for the three months ended September 30, 2025, and $2.8 million for the three months ended September 30, 2024, a decrease of $0.8 million, due to the reasons stated above.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Nine Months Ended

September 30,

(in thousands)

6 unchanged sentences

Research and Development Expenses

Research and development expenses were $1.1 million for the six months ended June 30, 2025 and $3.4 million for the six months ended June 30, 2024, a decrease of $2.3 million due to $0.6 million decrease in manufacturing related costs and $1.7 million decrease in consulting fees as the prior year had higher expenses related to Phase 2b and Phase 3 preparation costs.

Research and development expenses were $1.6 million for the nine months ended September 30, 2025 and $4.6 million for the nine months ended September 30, 2024, a decrease of $3.0 million due to $0.7 million decrease in manufacturing related costs and $2.3 million decrease in consulting fees as the prior year had higher expenses related to Phase 2b and Phase 3 preparation costs.

General and Administrative Expenses

General and administrative expenses were $3.3 million for the six months ended June 30, 2025 and $5.1 million for the six months ended June 30, 2024, a decrease of $1.8 million.

General and administrative expenses were $4.9 million for the nine months ended September 30, 2025 and $6.8 million for the nine months ended September 30, 2024, a decrease of $1.9 million.

The decrease was primarily due to $0.6 million decrease in professional fees and $1.3 million decrease in share-based compensation related costs.

Net loss was $4.4 million for the six months ended June 30, 2025, and $8.5 million for the six months ended June 30, 2024, a decrease of $4.1 million, due to the reasons stated above.

Net loss was $6.4 million for the nine months ended September 30, 2025, and $11.3 million for the nine months ended September 30, 2024, a decrease of $4.9 million, due to the reasons stated above.

Liquidity and Capital Resources

Since inception, we have generated no revenue from operations and we have incurred cumulative losses of approximately $71.7 million as of June 30, 2025.

Since inception, we have generated no revenue from operations and we have incurred cumulative losses of approximately $73.7 million as of September 30, 2025.

We have funded our operations primarily from equity issuances.

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into the ELOC with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $12.0 million in shares of our common stock.

Under the ELOC, we raised net proceeds of approximately $0.6 million after deducting related fees and expenses.

Under the ELOC, we raised net proceeds of approximately $2.3 million after deducting related fees and expenses as of September 30, 2025.

On June 17, 2025, we entered into a warrant inducement agreement with existing warrant holders, receiving net proceeds of approximately $2.5 million after deducting fees and transaction expenses.

Based upon our lack of revenue expected for the foreseeable future, and because of numerous risks and uncertainties associated with the research, development and future commercialization of our product candidates, we are unable to estimate with certainty the amounts of increased capital outlays and operating expenditures associated with our anticipated clinical trials and development activities.

As of June 30, 2025, we had working capital of $3.6 million, consisting primarily of $6.1 million of cash and $0.1 million of prepaid expenses and other receivable, offset by approximately $2.6 million of accounts payable and accrued expenses.

As of September 30, 2025, we had working capital of $3.6 million, consisting primarily of $5.9 million of cash and $0.2 million of prepaid expenses and other receivable, offset by approximately $2.5 million of accounts payable and accrued expenses.

The following table sets forth selected cash flow information for the periods indicated:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

Net Cash Used in Operating Activities

Net cash used in operating activities was $3.7 million for the six months ended June 30, 2025.

Net cash used in operating activities was $5.6 million for the nine months ended September 30, 2025.

The net loss was greater than the net cash used in operating activities by $0.8 million, primarily attributable to share-based compensation and share-based vendor payments of $1.2 million offset by decrease in accounts payable and accrued expenses of $0.4 million.

Net cash used in operating activities was $5.9 million for the six months ended June 30, 2024.

The net loss was greater than the net cash used in operating activities by $2.6 million, primarily attributable to share-based compensation and share-based vendor payments of $2.4 million.

Net cash used in operating activities was $8.1 million for the nine months ended September 30, 2024.

The net loss was greater than the net cash used in operating activities by $3.2 million, primarily attributable to share-based compensation and share-based vendor payments of $2.9 million and increase in accounts payable and accrued expenses of $0.3 million.

Net Cash Provided by Financing Activities

Net cash provided from financing activities was $6.1 million for the six months ended June 30, 2025, which was attributable to the net proceeds from the January and March Registered Direct Offerings, 2025 warrant exercise and sales related to the equity line of credit purchase agreement.

Net cash provided from financing activities was $4.8 million for the six months ended June 30, 2024, which was primarily attributable to the ATM Program.

Net cash provided from financing activities was $7.8 million for the nine months ended September 30, 2025, which was attributable to the net proceeds from the January and March Registered Direct Offerings, 2025 warrant exercise and sales related to the equity line of credit purchase agreement.

Net cash provided from financing activities was $6.4 million for the nine months ended September 30, 2024, which was primarily attributable to the ATM Program.

Critical Accounting Policies and Estimates

50 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis