88 unchanged sentences
Common criteria we consider are redemption provisions, conversion options, cumulative of mandatory fixed dividends,
−Removed: discretionary dividends based on earning, voting rights and collateral requirements.
+Added: discretionary dividends based on earnings, voting rights and collateral requirements.
Plan of Operations
117 unchanged sentences
Results of Operations
−Removed: Results of Operations for the Three Months Ended October 31,
+Added: Results of Operations for the Three Months Ended January 31,
2025 and 2024
The following table summarizes
−Removed: the results of our operations for the three months ended October 31, 2024 and 2023:
−Removed: For the Three Months Ended October 31,
+Added: the results of our operations for the three months ended January 31, 2025 and 2024:
+Added: For the Three Months Ended January 31,
OPERATING EXPENSES
7 unchanged sentences
Total other expense, net
−Removed: Dividends on preferred shares
−Removed: NET LOSS AVAILABLE TO COMMON SHARES
$ (1,039,434 )
8 unchanged sentences
We did not generate any revenues
−Removed: during the three months ended October 31, 2024 and 2023, and we do not anticipate that we will generate revenue for the foreseeable future.
+Added: during the three months ended January 31, 2025 and 2024, and we do not anticipate that we will generate revenue for the foreseeable future.
Research and Development Expenses
Research and development expenses
−Removed: for the three months ended October 31, 2024 and 2023 were $311,000 and $2.1 million, respectively.
+Added: for the three months ended January 31, 2025 and 2024 were $447,000 and $1.9 million, respectively.
As reflected in the table below, research
and development expenses primarily consisted of professional fees and clinical trial fees:
−Removed: For the Three Months Ended October 31,
+Added: For the Three Months Ended January 31,
Professional fees
7 unchanged sentences
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred professional fees of $181,000 and $1.0 million, respectively, which were primarily comprised of
−Removed: professional fees attributed to various types of scientific services, including FDA consulting services.
−Removed: The decrease relates to lower
−Removed: professional fees incurred related to minimal clinical trial activities.
+Added: January 31, 2025 and 2024, we incurred professional fees of $135,000 and $560,000, respectively, which were primarily comprised of professional
+Added: fees attributed to various types of scientific services, including FDA consulting services.
+Added: The decrease relates to lower professional
+Added: fees incurred given the reduction in clinical trial activities.
Clinical Trial Fees
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred clinical trial fees of $124,000 and $795,000, respectively.
−Removed: Clinical trial fees for the three months
−Removed: ended October 31, 2024 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General.
−Removed: Clinical trial fees
−Removed: for the three months ended October 31, 2023 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for ALZN002.
+Added: January 31, 2025 and 2024, we incurred clinical trial fees of $298,000 and $1.3 million, respectively.
+Added: Clinical trial fees for the three
+Added: months ended January 31, 2025 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General.
+Added: Clinical trial
+Added: fees for the three months ended January 31, 2024 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for
Stock-Based Compensation Expense
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred research and development stock-based compensation expense of nil and $143,000, respectively, related
+Added: January 31, 2025 and 2024, we incurred research and development stock-based compensation expense of nil and $71,000, respectively, related
to stock option grants and restricted stock grants to executives, employees and consultants.
The decrease in stock-based compensation
−Removed: expense for the three months ended October 31, 2024 was a result of fewer stock options vesting during the period compared to the prior
+Added: expense for the three months ended January 31, 2025 was a result of fewer stock options vesting during the period compared to the prior
Other Research and Development Expenses
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred other fees of $6,000 and $14,000, respectively, which were primarily comprised of scientific materials
+Added: January 31, 2025 and 2024, we incurred other fees of $14,000 and $27,000, respectively, which were primarily comprised of scientific materials
required for our clinical trials.
1 unchanged sentence
General and administrative
−Removed: expenses for the three months ended October 31, 2024 and 2023 were $1.0 million and $0.9 million, respectively.
−Removed: As reflected in the table
−Removed: below, general and administrative expenses primarily consisted of the following expense categories:
+Added: expenses for the three months ended January 31, 2025 and 2024 were $590,000 and $750,000, respectively.
+Added: As reflected in the table below,
+Added: general and administrative expenses primarily consisted of the following expense categories:
salaries and benefits;
+Added: professional fees;
stock-based compensation expense;
1 unchanged sentence
as well as board of director fees.
−Removed: For the three months ended October
+Added: For the three months ended January 31,
2025 and 2024, the remaining general and administrative expenses of $116,000 and $99,000, respectively, primarily consisted of payments
for filing fees, transfer agent fees, travel and entertainment and other office expenses, none of which was significant individually.
−Removed: For the Three Months Ended October 31,
+Added: For the Three Months Ended January 31,
Salary and benefits
1 unchanged sentence
Stock-based compensation expense
−Removed: Marketing fees
Board of director fees
3 unchanged sentences
Salaries and Benefits
−Removed: During the three months ended
−Removed: October 31, 2024 and 2023, we incurred $326,000 and $226,000, respectively, in employee-related expenses.
−Removed: The increase in salaries and
−Removed: benefits was due to a bonus paid to our chief executive officer.
−Removed: As of October 31, 2024, we had four full-time and three part-time employees.
+Added: During each of the three months
+Added: ended January 31, 2025 and 2024, we incurred $227,000 in employee-related expenses.
+Added: As of January 31, 2025, we had four full-time and
+Added: three part-time employees.
Professional Fees
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred professional fees of $149,000 and $284,000, respectively.
−Removed: During the three months ended October
−Removed: 31, 2024, we incurred $96,000 in audit fees, $35,000 in legal fees, $14,000 in tax preparation fees, and $2,000 in consulting fees.
−Removed: the three months ended October 31, 2023, we incurred $92,000 in audit fees, $89,000 in investor relations fees, 67,000 in legal fees,
−Removed: $13,000 in tax preparation fees, $12,000 in related party consulting, and $11,000 in Sarbanes-Oxley compliance fees.
−Removed: The decrease in professional
−Removed: fees was due mainly to lower investor relations and legal fees.
+Added: January 31, 2025 and 2024, we incurred professional fees of $62,000 and $185,000, respectively.
+Added: During the three months ended January
+Added: 31, 2025, we incurred $35,000 in legal fees, $22,000 in audit fees and $5,000 in investor relations fees.
+Added: During the three months ended
+Added: January 31, 2024, we incurred $54,000 in audit fees, $52,000 in investor relations fees, $30,000 in legal fees, $30,000 consulting, $13,000
+Added: in related party consulting, and $6,000 in Sarbanes-Oxley compliance fees.
+Added: The decrease in professional fees was due mainly to lower audit,
+Added: investor relations, consulting and related party consulting fees.
Insurance Expense
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred insurance expense of $60,000 and $89,000, respectively, which was primarily directors’ and
+Added: January 31, 2025 and 2024, we incurred insurance expense of $60,000 and $88,000, respectively, which was primarily directors’ and
officers’ insurance.
1 unchanged sentence
During the three months ended
−Removed: October 31, 2024 and 2023, we incurred general and administrative stock-based compensation expense of $81,000 and $176,000, respectively,
+Added: January 31, 2025 and 2024, we incurred general and administrative stock-based compensation expense of $81,000 and $115,000, respectively,
related to stock option grants and restricted stock grants to executives, employees and consultants.
The decrease in stock-based compensation
−Removed: expense for the three months ended October 31, 2024, was a result of fewer stock options vesting during the period compared to the prior
−Removed: Marketing Fees
−Removed: During the three months ended October 31, 2024
−Removed: and 2023, we incurred marketing fees of $304,000 and nil, respectively.
−Removed: The increase was due to a marketing program launched to promote
−Removed: our company and our stock during the three months ended October 31, 2024.
−Removed: Results of Operations for the Six Months Ended October 31,
+Added: expense for the three months ended January 31, 2025, was a result of fewer stock options vesting during the period compared to the prior
+Added: Results of Operations for the Nine Months Ended January 31,
2025 and 2024
The following table summarizes
−Removed: the results of our operations for the six months ended October 31, 2024 and 2023:
−Removed: For the Six Months Ended October 31,
+Added: the results of our operations for the nine months ended January 31, 2025 and 2024:
+Added: For the Nine Months Ended January 31,
OPERATING EXPENSES
7 unchanged sentences
Total other expense, net
−Removed: Dividends on preferred shares
−Removed: NET LOSS AVAILABLE TO COMMON SHARES
$ (3,375,408 )
8 unchanged sentences
We did not generate any revenues
−Removed: during the six months ended October 31, 2024 and 2023, and we do not anticipate that we will generate revenue for the foreseeable future.
+Added: during the nine months ended January 31, 2025 and 2024, and we do not anticipate that we will generate revenue for the foreseeable future.
Research and Development Expenses
Research and development expenses
−Removed: for the six months ended October 31, 2024 and 2023 were $518,000 and $4.4 million, respectively.
+Added: for the nine months ended January 31, 2025 and 2024 were $965,000 and $6.3 million, respectively.
As reflected in the table below, research
and development expenses primarily consisted of professional fees and clinical trial fees:
−Removed: For the Six Months Ended October 31,
+Added: For the Nine Months Ended January 31,
Professional fees
7 unchanged sentences
Professional Fees
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred professional fees of $365,000 and $2.1 million, respectively, which were primarily comprised of
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred professional fees of $500,000 and $2.7 million, respectively, which were primarily comprised of
professional fees attributed to various types of scientific services, including FDA consulting services.
2 unchanged sentences
Clinical Trial Fees
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred clinical trial fees of $124,000 and $2.0 million, respectively.
−Removed: Clinical trial fees for the six
−Removed: months ended October 31, 2024 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General.
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred clinical trial fees of $422,000 and $3.3 million, respectively.
+Added: Clinical trial fees for the nine
+Added: months ended January 31, 2025 were for our initial set-up for our Phase IIA brain imaging study with Massachusetts General.
Clinical trial
−Removed: fees for the six months ended October 31, 2023 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for
+Added: fees for the nine months ended January 31, 2024 were for our Phase IIA clinical trial for AL001 and our Phase I/IIA clinical trial for
Stock-Based Compensation Expense
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred research and development stock-based compensation expense of nil and $143,000, respectively, related
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred research and development stock-based compensation expense of nil and $214,000, respectively, related
to stock option grants and restricted stock grants to executives, employees and consultants.
The decrease in stock-based compensation
−Removed: expense for the six months ended October 31, 2024 was a result of fewer stock options vesting during the period compared to the prior
+Added: expense for the nine months ended January 31, 2025 was a result of fewer stock options vesting during the period compared to the prior
Other Research and Development Expenses
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred other fees of $28,000 and $66,000, respectively, which were primarily comprised of scientific materials
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred other fees of $42,000 and $93,000, respectively, which were primarily comprised of scientific materials
required for our clinical trials.
1 unchanged sentence
General and administrative
−Removed: expenses for the six months ended October 31, 2024 and 2023 were $1.8 million and $2.1 million, respectively.
+Added: expenses for the nine months ended January 31, 2025 and 2024 were $2.4 million and $2.8 million, respectively.
As reflected in the table
4 unchanged sentences
as well as board of director fees.
−Removed: For the six months ended October
+Added: For the nine months ended January
31, 2025 and 2024, the remaining general and administrative expenses of $262,000 and $276,000, respectively, primarily consisted of payments
for filing fees, transfer agent fees, travel and entertainment and other office expenses, none of which was significant individually.
−Removed: For the Six Months Ended October 31,
+Added: For the Nine Months Ended January 31,
Salaries and benefits
6 unchanged sentences
Salaries and Benefits
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred $554,000 and $379,000, respectively, in employee-related expenses.
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred $780,000 and $606,000, respectively, in employee-related expenses.
The increase in salaries and
benefits was due to a bonus paid to our chief executive officer.
−Removed: As of October 31, 2024, we had four full-time and three part-time employees.
+Added: As of January 31, 2025, we had four full-time and three part-time employees.
Professional Fees
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred professional fees of $371,000 and $435,000, respectively.
−Removed: During the six months ended October 31,
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred professional fees of $433,000 and $620,000, respectively.
+Added: During the nine months ended January
31, 2025, we incurred $173,000 in audit fees, $144,000 in legal fees, $92,000 in investor relations fees, $22,000 in tax preparation fees,
and $2,000 in consulting fees.
−Removed: During the six months ended October 31, 2023, we incurred $170,000 in audit fees, $118,000 in investor
−Removed: relations fees, $69,000 in legal fees, $29,000 in tax preparation fees, $24,000 in related party consulting, and $17,000 in Sarbanes-Oxley
−Removed: compliance fees.
−Removed: The decrease in professional fees was due mainly to lower audit, investor relations, related party consulting and Sarbanes-Oxley
−Removed: compliance fees partially offset by higher legal fees.
+Added: During the nine months ended January 31, 2024, we incurred $224,000 in audit fees, $170,000 in investor
+Added: relations fees, $99,000 in legal fees, $38,000 in related party consulting, $34,000 in consulting fees, $30,000 in tax preparation fees
+Added: and $24,000 in Sarbanes-Oxley compliance fees.
+Added: The decrease in professional fees was due mainly to lower audit, investor relations, consulting
+Added: fees, related party consulting and Sarbanes-Oxley compliance fees partially offset by higher legal fees.
Insurance Expense
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred insurance expense of $139,000 and $207,000, respectively, which was primarily directors’
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred insurance expense of $199,000 and $294,000, respectively, which was primarily directors’
and officers’ insurance.
Stock-Based Compensation Expense
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred general and administrative stock-based compensation expense of $163,000 and $545,000, respectively,
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred general and administrative stock-based compensation expense of $244,000 and $660,000, respectively,
related to stock option grants and restricted stock grants to executives, employees and consultants.
The decrease in stock-based compensation
−Removed: expense for the six months ended October 31, 2024, was a result of fewer stock options vesting during the period compared to the prior
+Added: expense for the nine months ended January 31, 2025, was a result of fewer stock options vesting during the period compared to the prior
Marketing Fees
−Removed: During the six months ended
−Removed: October 31, 2024 and 2023, we incurred marketing fees of $344,000 and $207,000, respectively.
+Added: During the nine months ended
+Added: January 31, 2025 and 2024, we incurred marketing fees of $344,000 and $247,000, respectively.
The increase was due to a marketing program
−Removed: launched to promote our company and our stock during the six months ended October 31, 2024.
+Added: launched to promote our company and our stock during the nine months ended January 31, 2025.
Liquidity and Capital Resources
18 unchanged sentences
as a going concern.
−Removed: As of October 31, 2024, we had cash of $4.1 million, working capital of $3.5 million, an accumulated deficit of $56.4
+Added: As of January 31, 2025, we had cash of $3.4 million, working capital of $3.2 million, an accumulated deficit of $57.4
million and stockholders’ equity of $3.4 million.
−Removed: For the three and six months ended October 31, 2024, we had net losses of $1.4
+Added: For the three and nine months ended January 31, 2025, we had net losses of $1.0
million and $3.4 million, respectively.
−Removed: For the six months ended October 31, 2024, cash used in operating activities was $4.5 million.
+Added: For the nine months ended January 31, 2025, cash used in operating activities was $5.9 million.
Historically, we have financed our operations principally through issuances of equity and debt instruments.
59 unchanged sentences
Series A Preferred Financing
−Removed: May 8, 2024, we and Orchid Finance, LLC (“Orchid”) , entered into a securities purchase agreement (the “Orchid
+Added: May 8, 2024, we and Orchid Finance, LLC (“Orchid”) , entered into a securities purchase agreement (the “Old Orchid
SPA”) for the purchase of up to 2,500 shares of Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”)
20 unchanged sentences
below (the “Milestones”):
−Removed: 200 Preferred Shares, for $2,000,000, within 60 days of the effectiveness of the resale registration statement (the “Registration Statement”) and the execution of a partnership agreement with a nationally renowned research facility for a clinical trial (the “Fourth Tranche”);
−Removed: 100 Preferred Shares, for $1,000,000, on each monthly anniversary of the effectiveness of the resale registration statement, which was declared effective on July 9, 2024, until all remaining 1,500 Preferred Shares have been sold (each, a “Final Tranche”).
+Added: 200 Preferred Shares, for $2,000,000, within 60 days of the effectiveness of the resale registration statement (the “Old Registration Statement”) and the execution of a partnership agreement with a nationally renowned research facility for a clinical trial (the “Fourth Tranche”);
+Added: 100 Preferred Shares, for $1,000,000, on each monthly anniversary of the effectiveness of the Old Registration Statement, which was declared effective on July 9, 2024, until all remaining 1,500 Preferred Shares have been sold (each, a “Final Tranche”).
Notwithstanding
9 unchanged sentences
of the Final Tranche.
−Removed: Registration Statement registering for resale the shares of common stock issuable upon conversion of the Series A Convertible Preferred
−Removed: Stock and exercise of the warrants was declared effective on July 9, 2024.
−Removed: In addition, we agreed to use our best efforts to hold a special
−Removed: meeting of our stockholders within 90 days of the execution date of the Orchid SPA for purposes of seeking stockholder approval of the
−Removed: issuance of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the exercise of the
−Removed: warrants in excess of the “Nasdaq Limit,” which is 19.99% of our shares of common stock issued and outstanding on the execution
−Removed: date of the Orchid SPA.
−Removed: We held a special meeting of stockholders on July 8, 2024, at which time, the stockholders approved the issuance
−Removed: of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the exercise of the warrants
−Removed: in excess of the “Nasdaq Limit.”
+Added: Old Registration Statement, which registered for resale the shares of common stock issuable upon conversion of the Series A Convertible
+Added: Preferred Stock and exercise of the warrants, was declared effective on July 9, 2024.
+Added: In addition, we agreed to use our best efforts to
+Added: hold a special meeting of our stockholders within 90 days of the execution date of the Orchid SPA for purposes of seeking stockholder
+Added: approval of the issuance of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the
+Added: exercise of the warrants in excess of the “Nasdaq Limit,” which is 19.99% of our shares of common stock issued and outstanding
+Added: on the execution date of the Orchid SPA.
+Added: We held a special meeting of stockholders on July 8, 2024, at which time, the stockholders approved
+Added: the issuance of all the shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock and the exercise of
+Added: the warrants in excess of the “Nasdaq Limit.”
Series A Convertible Preferred Stock has a stated value of $10,000 per share (“Series
12 unchanged sentences
law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations,
−Removed: the conversion price, for purposes of determining the number of votes the holder of Series B Convertible Preferred Stock is entitled to
+Added: the conversion price, for purposes of determining the number of votes the holder of Series A Convertible Preferred Stock is entitled to
cast, shall not be lower than $5.63 (the “Series A Voting Floor Price”), which represents the closing sale price of the common
22 unchanged sentences
on August 10, 2023.
−Removed: During the six months ended
−Removed: October 31, 2024, we sold an aggregate of 755,888 shares of common stock pursuant to the ATM Offering for gross and net proceeds of $1.2
−Removed: From November 1, 2024 to December 10, 2024, we sold an aggregate of 201,543 shares of common stock pursuant to the ATM Offering
−Removed: for gross and net proceeds of $280,000.
+Added: During the nine months ended
+Added: January 31, 2025, we sold an aggregate of 1,321,468 shares of common stock pursuant to the ATM Offering for gross proceeds of $2.0 million
+Added: and net proceeds of $1.9 million.
+Added: From February 1, 2025 to March 7, 2025, we sold an aggregate of 800,673 shares of common stock pursuant
+Added: to the ATM Offering for gross proceeds of $869,000 and net proceeds of $843,000.
+Added: Series C Preferred Financing
+Added: February 28, 2025, we and Orchid entered into a securities purchase & exchange agreement (the “New Orchid SPA”)
+Added: for the (i) exchange of 97.7511 shares of Series A Convertible Preferred Stock for an equal number of shares of the Company’s Series
+Added: C convertible preferred stock (the “Series C Convertible Preferred Stock”) and (ii) purchase of up to 500 shares
+Added: of Series C Convertible Preferred Stock and warrants to purchase up to 1,000,000 shares of Common Stock in several tranche closings.
+Added: On March 3, 2025, Orchid exchanged
+Added: the 97.7511 shares of Series A Convertible Preferred Stock it owned for an equal number of shares of Series C Convertible Preferred Stock
+Added: (the “Exchange”).
+Added: In addition, in connection with the Exchange, Orchid received from the Company warrants to purchase 1,000,000
+Added: shares of Common Stock and Orchid canceled all warrants previously issued to it, which were exercisable for an aggregate of 640,000 shares
+Added: of Common Stock.
+Added: Finally, as a result of the Exchange, the Old Orchid SPA, and all rights and obligations thereto, were canceled.
+Added: Pursuant to the New Orchid SPA, Orchid shall purchase
+Added: up to 500 shares of Series C Convertible Preferred Stock as follows:
+Added: 75 shares of Series C Convertible Preferred Stock, for $725,000, on the earlier of (i) April 29, 2025 or (ii) the fifteenth calendar day after a resale registration statement (the “Registration Statement”) has been declared effective (the “Second Tranche Closing”);
+Added: 75 shares of Series C Convertible Preferred Stock, for $725,000, on each of the five monthly anniversaries of the Second Tranche Closing;
+Added: 50 shares of Series C Convertible Preferred Stock, for $475,000, on the sixth monthly anniversary of the Second Tranche Closing.
+Added: Notwithstanding
+Added: the foregoing, Orchid has the ability to invest any amount in its sole discretion in advance of the dates set.
+Added: In the event that the average
+Added: closing price of the common stock during the three trading days preceding the date of a tranche closing shall not be equal to or greater
+Added: than $0.10 a share (the “Series C Floor Price”), then the applicable closing shall be delayed until such time as the price
+Added: meets the required threshold.
+Added: New Orchid SPA may be terminated by either us or Orchid in the event that the Registration Statement has not been declared effective by
+Added: the Securities and Exchange Commission by April 15, 2025.
+Added: In addition, we agreed to use our best efforts to hold a meeting of our stockholders
+Added: within 90 days of the execution date of the New Orchid SPA for purposes of seeking stockholder approval of the issuance of all the shares
+Added: of common stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise of the warrants in excess of the
+Added: “Nasdaq Limit,” which is 19.99% of our shares of common stock issued and outstanding on the execution date of the New Orchid
+Added: We intend to hold our annual meeting of stockholders on April 25, 2025, at which time, the stockholders will be asked approved the
+Added: issuance of all the shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock and the exercise of the
+Added: warrants in excess of the “Nasdaq Limit.”
+Added: Series C Convertible Preferred Stock has a stated value of $10,000 per share (“Series
+Added: C Stated Value”) and accrues dividends at the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind
+Added: shares, in Orchid’s sole discretion.
+Added: Each share of Series C Convertible Preferred Stock is
+Added: convertible into such number of shares of Common Stock equal to (x) the stated value of the Series C Convertible Preferred Stock being
+Added: converted plus all accrued but unpaid dividends, divided by (y) the greater of (i) the Series C Floor Price, and (ii) the lesser of (A)
+Added: $15.00 and (B) 80% of the lowest closing price of the Common Stock during the three (3) trading days immediately prior to the date of
+Added: conversion (the “ Series C Conversion Price”).
+Added: C Conversion Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series
+Added: C Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.
+Added: holders of the Series C Convertible Preferred Stock are entitled to vote with the common stock as a single class on an as-converted basis,
+Added: subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying
+Added: with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series C Convertible Preferred
+Added: Stock is entitled to cast, shall not be lower than $0.8375 (the “Series C Voting Floor Price”), which represents the closing
+Added: sale price of the common stock on the trading day immediately prior to the date of execution of the New Orchid SPA.
+Added: The Series C Voting
+Added: Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.
+Added: The warrants have an exercise
+Added: price of $0.92125 (the “ Series C Exercise Price”) and are exercisable upon issuance
+Added: and have a five-year term, expiring on the fifth anniversary of issuance.
+Added: The Series C Exercise
+Added: Price is subject to adjustment in the event of an issuance of common stock at a price per share lower than the Series
+Added: C Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.
+Added: are exercisable on a cashless basis in the event that there is not then an effective resale registration statement for the common stock
+Added: issuable upon exercise of the warrants.
The following table summarizes
−Removed: our cash flows for the six months ended October 31, 2024 and 2023:
−Removed: For the Six Months Ended October 31,
+Added: our cash flows for the nine months ended January 31, 2025 and 2024:
+Added: For the Nine Months Ended January 31,
Net cash provided by (used in):
7 unchanged sentences
Operating Activities
−Removed: During the six months ended
−Removed: October 31, 2024, net cash used in operating activities was $4.5 million.
+Added: During the nine months ended
+Added: January 31, 2025, net cash used in operating activities was $5.9 million.
This consisted primarily of a net loss of $3.4 million and a
5 unchanged sentences
Investing Activities
−Removed: During the six months ended
−Removed: October 31, 2024, net cash used in investing activities was $90,000 from the purchase of equipment.
+Added: During the nine months ended
+Added: January 31, 2025, net cash used in investing activities was $90,000 from the purchase of equipment.
We purchased equipment, which measures
−Removed: lithium levels in the brain, to be used in the AL001 clinical trial.
+Added: lithium levels in the brain, to be used in the AL001 clinical trials.
Financing Activities
−Removed: During the six months ended
−Removed: October 31, 2024, net cash provided by financing activities was $8.3 million.
+Added: During the nine months ended
+Added: January 31, 2025, net cash provided by financing activities was $9.0 million.
This consisted of $7.1 million from the sale of Series A
97 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.