What changed in this filing

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Item 1. Financial Statements

2021-11-12 compared with 2021-07-30 · 189 added, 164 removed, 357 unchanged (50% of the section changed)

2 unchanged sentences

In the opinion of management, all

adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2021 and

December 31, 2020, and the results of operations and cash flows for the three and six months ended June 30, 2021 and 2020, respectively,

have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting

principles generally accepted in the United States of America have been condensed or omitted.

It is suggested that these financial statements

be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for

the year ended December 31, 2020 in the Company’s Annual Report on Form 10-K.

The results of operations for the three and six months

ended June 30, 2021 are not necessarily indicative of the operating results for the full year.

adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at September 30, 2021

and December 31, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020,

respectively, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance

with accounting principles generally accepted in the United States of America have been condensed or omitted.

It is suggested that these

financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial

statements for the year ended December 31, 2020 in the Company’s Annual Report on Form 10-K.

The results of operations for the

three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year.

Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

in thousands, except share and per share data)

September 30,

Current Assets:

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Preferred stock, $ 0.001 par value;

50,000,000 shares authorized, 0 shares issued and outstanding

50,000,000 shares authorized, 0 shares issued and

Common stock, $ 0.001 par value;

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Total Liabilities and Stockholders’ Equity

See accompanying notes to the condensed consolidated

financial statements.

accompanying notes to the condensed consolidated financial statements.

Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

Consolidated Statements of Operations

in thousands, except share and per share data)

Six Months Ended

Three Months Ended

September 30,

Nine months Ended

September 30,

Other revenue

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Total other income

Deemed dividend for warrant down-round protection provision

Deemed dividend for warrant down-round protection

Net loss applicable to common stockholders

Net loss per share of common stock – basic and diluted

Weighted average shares of common stock outstanding, including outstanding pre-funded warrants– basic and diluted

See accompanying notes to the condensed consolidated

financial statements.

Weighted average shares of common stock outstanding,

including outstanding pre-funded warrants– basic and

accompanying notes to the condensed consolidated financial statements.

Pharmaceuticals, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2021

the Three and Nine months Ended September 30, 2021

in thousands, except share amounts)

8 unchanged sentences

Sale of common stock, net of costs

Issuance of shares from exercise of stock options

Issuance of shares from exercise of stock

Balance, June 30, 2021

$ ( 241,315 )

See accompanying notes to the condensed consolidated

financial statements.

Stock-based compensation

Sale of common stock, net of costs

Balance, September 30, 2021

$ ( 247,738 )

accompanying notes to the condensed consolidated financial statements.

Pharmaceuticals, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

the Three and Six Months Ended June 30, 2020

the Three and Nine months Ended September 30, 2020

in thousands, except share amounts)

1 unchanged sentence

Balance, January 1, 2020

$ ( 208,758 )

Stock-based compensation

1 unchanged sentence

Balance, March 31, 2020

$ ( 214,428 )

Stock-based compensation

Issuance of common stock from exercise of pre-funded warrants

Sale of common stock and pre-funded warrants, net of costs

Sale of common stock and pre-funded

warrants, net of costs

Deemed dividend for warrant down-round protection provision

Balance, June 30, 2020

$ ( 219,054 )

See accompanying notes to the condensed consolidated

financial statements.

Stock-based compensation

Issuance of common stock from exercise of warrants and stock options

Issuance of common stock from exercise of pre-funded warrants

Costs related to prospectus filed on Form S-3

Balance, September 30, 2020

accompanying notes to the condensed consolidated financial statements.

Pharmaceuticals, Inc.

1 unchanged sentence

in thousands)

Six Months Ended

Nine months Ended

September 30,

Cash Flows From Operating Activities:

26 unchanged sentences

Deemed dividend for warrant down-round protection provision

See accompanying notes to the condensed consolidated

financial statements.

accompanying notes to the condensed consolidated financial statements.

Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

to Condensed Consolidated Financial Statements

1 - Description of Business and Summary of Significant Accounting Policies

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The Company’s product development strategy is actively informed by clinical

data with its ARCs in over 500 patients, including the ongoing pivotal Phase 3 SIERRA trial for the Company’s lead asset

The clinical pipeline has emanated from its Antibody Warhead Enabling (“AWE”) technology platform, which is

protected by over 160 issued patents and pending patent applications, trade secrets and know-how and is being utilized in a

collaborative research partnership with Astellas Pharma, Inc., (“Astellas”).

The AWE technology platform is also being

used to advance Actinium’s research objectives focused on developing next-generation targeted radiotherapies.

To accelerate

development efforts the Company is undertaking an expansion of its R&D organization and research laboratories to enable it to

more effectively leverage its drug development experience to advance candidates to clinical trials.

data with its ARCs in approximately 600 patients, including the pivotal Phase 3 SIERRA trial for the Company’s lead asset

Iomab-B, which completed enrollment of 150 patients in September 2021.

The clinical pipeline has emanated from its Antibody Warhead

Enabling (“AWE”) technology platform, which is protected by over 160 issued patents and pending patent applications,

trade secrets and know-how and is being utilized in a collaborative research partnership with Astellas Pharma, Inc.,

(“Astellas”).

The AWE technology platform is also being used to advance Actinium’s research objectives focused on

developing next-generation targeted radiotherapies.

of Presentation - Unaudited Interim Financial Information - The accompanying unaudited interim consolidated financial statements

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from those estimates.

of COVID–19 Pandemic on Financial Statements - The global health crisis caused by the novel coronavirus (“COVID-19”)

pandemic and its resurgences has and may continue to negatively impact global economic activity, which, despite progress in vaccination

efforts, remains uncertain and cannot be predicted with confidence.

In addition, a new Delta variant of COVID-19, which appears to be

the most transmissible variant to date, has begun to spread globally.

The impact of the Delta variant cannot be predicted at this time,

and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against

the Delta variant and the response by governmental bodies and regulators.

Many countries around the

world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of the virus.

the Company’s ability to continue to operate its business may also be limited.

Such events may result in a period of business, supply

and drug product manufacturing disruption, and in reduced operations, any of which could materially affect the Company’s business,

financial condition and results of operations.

In response to COVID-19, the Company implemented remote working and thus far, has not experienced

a significant disruption or delay in its operations as it relates to the clinical development or drug production of our drug candidates.

continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on the

Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity.

In addition, a recession

or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of the Company’s

common stock.

of COVID–19 Pandemic on Financial Statements - The global health crisis caused by the novel coronavirus

(“COVID-19”) pandemic and its resurgences has and may continue to negatively impact global economic activity, which,

despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence.

In addition, the Delta variant

of COVID-19, which appears to be the most transmissible variant to date, has spread globally.

The full impact of the Delta variant

cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among the population, the

effectiveness of COVID-19 vaccines against the Delta variant and the response by governmental bodies and regulators.

countries around the world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of

Accordingly, the Company’s ability to continue to operate its business may also be limited.

Such events may result in

a period of business, supply and drug product manufacturing disruption, and in reduced operations, any of which could materially affect

the Company’s business, financial condition and results of operations.

In response to COVID-19, the Company implemented remote

working and thus far, has not experienced a significant disruption or delay in its operations as it relates to the clinical development

or drug production of our drug candidates.

A continuation or worsening of the levels of market disruption and volatility seen in

the recent past could have an adverse effect on the Company’s ability to access capital, which could in the future negatively affect

the Company’s liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect

the Company’s business and the value of the Company’s common stock.

Additionally,

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due to limitations in employee resources or forced furlough of government employees.

To date, COVID-19 has not

had a financial impact on the Company.

The Company continues to monitor the impacts of COVID-19 on the global economy and on its business

However, at this time, it is difficult to predict how long the potential operational impacts of COVID-19 will last or to what

degree further disruption might impact the Company’s operations and financial results.

date, COVID-19 has not had a financial impact on the Company.

The Company continues to monitor the impacts of COVID-19 on the global

economy and on its business operations.

However, at this time, it is difficult to predict how long the potential operational impacts

of COVID-19 will last or to what degree further disruption might impact the Company’s operations and financial results.

Cash Equivalents and Restricted Cash - The Company considers all highly liquid accounts with original maturities of three months

1 unchanged sentence

Balances held by the Company are typically in excess of Federal Deposit Insurance Corporation insured

following is a summary of cash, cash equivalents and restricted cash at June 30, 2021 and December 31, 2020:

following is a summary of cash, cash equivalents and restricted cash at September 30, 2021 and December 31, 2020:

(in thousands)

September 30,

Cash and cash equivalents

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relationship with one of its collaborators, the Company follows the guidance of ASC 606 .

Revenue – The Company has a grant from a government-sponsored entity for research and development related activities

that provide for payments for reimbursed costs, which includes overhead and general and administrative costs as well as an administrative

The Company recognizes revenue from grants as it performs services under this arrangement.

Associated expenses are recognized when

incurred as research and development expense.

Revenue and related expenses are presented gross in the consolidated statements of operations.

and Development Costs - Research and development costs are expensed as incurred.

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The Company accounts for forfeitures of stock options as they occur.

Net Loss Per Common Share

- Basic loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of

shares of common stock outstanding during the reporting period.

For periods of net income, and when the effects are not anti-dilutive,

diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares

outstanding plus the impact of all potential dilutive common shares, consisting primarily of common shares underlying common stock options

and warrants using the treasury stock method.

The Company issued pre-funded warrants in April 2020 and June 2020 that were considered

outstanding shares for the purposes of calculating net loss per common share for the three months and six months ended June 30, 2020,

see Note 5 for additional information.

As of December 31, 2020, all of the pre-funded warrants were exercised and there were no pre-funded

warrants outstanding during the six months ended June 30, 2021.

Loss Per Common Share - Basic loss per common share is computed by dividing the net loss available to common stockholders by the

weighted average number of shares of common stock outstanding during the reporting period.

For periods of net income, and when the effects

are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average

number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common shares underlying

common stock options and warrants using the treasury stock method.

The Company issued pre-funded warrants in April 2020 and June 2020

that were considered outstanding shares for the purposes of calculating net loss per common share for the three months and nine months

ended September 30, 2020, see Note 5 for additional information.

As of December 31, 2020, all of the pre-funded warrants were exercised

and there were no pre-funded warrants outstanding during the nine months ended September 30, 2021.

periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive

common shares is anti-dilutive.

For the three months and six months ended June 30, 2021 and 2020, the Company’s potentially dilutive

shares, which include outstanding common stock options and warrants have not been included in the computation of diluted net loss per

share as the result would have been anti-dilutive.

As of June 30, 2021 and 2020, outstanding options and warrants are as follows:

For the three months and nine months ended September 30, 2021 and 2020, the Company’s potentially

dilutive shares, which include outstanding common stock options and warrants have not been included in the computation of diluted net

loss per share as the result would have been anti-dilutive.

As of September 30, 2021 and 2020, outstanding options and warrants are as

(in thousands)

September 30,

Standards Recently Adopted - In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic

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2 - Commitments and Contingencies

Company has entered into agreements with third parties for the rights to certain intellectual property, manufacturing and clinical

trial services under which the Company may incur obligations to make payments including upfront payments as well as milestone

and royalty payments.

Company has entered into agreements with third parties for the rights to certain intellectual property, manufacturing and clinical trial

services under which the Company may incur obligations to make payments including upfront payments as well as milestone and royalty payments.

A notable inclusion in this category is:

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into a license and sponsored research agreement with Fred Hutchinson Cancer Research Center (“FHCRC”) to build upon previous

and ongoing clinical trials with BC8 (licensed antibody).

FHCRC has completed both a Phase 1 and Phase 2 clinical trial with BC8.

Company has been granted exclusive rights to the BC8 antibody and related master cell bank developed by FHCRC.

A milestone payment of

$ 1 million will be due to FHCRC upon FDA approval of the first drug utilizing the licensed BC 8 antibody.

Upon commercial sale of the

drug, royalty payments of 2% of net sales will be due to FHCRC.

and ongoing clinical trials with BC8 (licensed antibody), currently known as apamistamab.

FHCRC has completed both a Phase 1 and Phase

2 clinical trial with apamistamab.

The Company has been granted exclusive rights to the apamistamab antibody and related master cell bank developed by

A milestone payment of $ 1 million will be due to FHCRC upon FDA approval of the first drug utilizing the licensed apamistamab

Upon commercial sale of the drug, royalty payments of 2% of net sales will be due to FHCRC.

Company determines if an arrangement is a lease at inception.

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(and lease liability) for the majority of the Company’s leases as the reasonably certain threshold is not met.

June 30, 2021, the Company has an operating lease for corporate office space and two finance leases for office equipment and furniture

September 30, 2021, the Company has an operating lease for corporate office space and two finance leases for office equipment and furniture

located in the corporate office space.

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

(in thousands)

September 30,

Operating lease expense

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cash flow information related to leases are as follows:

Cash flow information:

Six months ended

flow information:

Nine months ended

(in thousands)

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Finance Leases

average remaining lease terms are as follows at June 30, 2021:

average remaining lease terms are as follows at September 30, 2021:

Weighted average remaining lease term:

1 unchanged sentence

Finance Leases

the Company’s leases did not provide an implicit rate, the Company used its incremental borrowing rate based on the information

the rate implicit in the leases was not readily determinable, the Company used its incremental borrowing rate based on the information

available in determining the present value of lease payments.

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Year ending December 31,

2021 (excluding six months ended June 30, 2021)

2021 (excluding nine months ended September 30, 2021)

Total lease payments

2 unchanged sentences

4 - Other revenue

The Company determined that

certain collaborations with a third-party are within the scope of ASC 606.

The collaboration agreement is made up of multiple modules

related to various research activities.

The Company identified a single performance obligation to provide research services within each

module for which the Company receives monetary consideration.

The third-party can choose to proceed with each module or can terminate

the agreement at any time.

The Company recognizes revenue for each module on a straight-line basis over the expected module period.

for succeeding modules is not recognized until all contingencies are resolved, inclusive of the third-party’s ability to terminate

The consideration is recognized to revenue over each module and revenue recognized during the three months and six months

ended June 30, 2021 was $ 0.3 million and $ 0.9 million, respectively.

In August 2020, the Company

entered into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”), pursuant

Company has a grant from a government-sponsored entity for research and development related activities that provide for payments for

reimbursed costs, which includes overhead and general and administrative costs as well as an administrative fee.

The Company recognizes

revenue from grants as it performs services under this arrangement.

Associated expenses are recognized when incurred as research and

development expense.

Revenue of $ 0.2 million was recognized during the three and nine months ended September 30, 2021.

Company determined that certain collaborations with a third-party are within the scope of ASC 606.

The collaboration agreement is made

up of multiple modules related to various research activities.

The Company identified a single performance obligation to provide research

services within each module for which the Company receives monetary consideration.

The third-party can choose to proceed with each module

or can terminate the agreement at any time.

The Company recognizes revenue for each module on a straight-line basis over the expected

module period.

Revenue for succeeding modules is not recognized until all contingencies are resolved, inclusive of the third-party’s

ability to terminate the module.

The consideration is recognized to revenue over each module and revenue recognized during the nine months

ended September 30, 2021 was $ 0.9 million.

In August 2020, the Company entered

into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”), pursuant

to which the Company may sell, from time to time, through or to JonesTrading, up to an aggregate of $ 200 million of its common stock.

2 unchanged sentences

and net proceeds of $ 21.7 million.

For the six months ended June 30, 2021, the Company sold 3.5 million shares of common stock, resulting

in gross proceeds of $ 29.6 million and net proceeds of $ 28.7 million.

For the nine months ended September 30, 2021, the Company sold 4.5 million shares of common stock,

resulting in gross proceeds of $ 35.6 million and net proceeds of $ 34.5 million.

April 24, 2020, the Company issued and sold 4.3 million shares of common stock and 2.8 million pre-funded warrants to purchase shares

1 unchanged sentence

The price to the public in this offering for each share of common stock was $ 4.50 and for each pre-funded warrant was

Each pre-funded warrant has an exercise price of $ 0.003 per share and was exercisable immediately upon issuance.

Each pre-funded warrant had an exercise price of $ 0.003 per share and was exercisable immediately upon issuance.

Gross proceeds

from this offering to Actinium were $ 31.6 million, before deducting underwriting discounts and commissions and other offering expenses

payable by the Company.

from this offering were $ 31.6 million, before deducting underwriting discounts and commissions and other offering expenses payable by

Net proceeds from this offering were $ 29.1 million.

June 2020, holders of 1.2 million pre-funded April 2020 warrants exercised their warrants at $ 0.003 per share and received 1.2 million

shares of common stock.

the nine months ended September 30, 2020, holders of 1.4 million pre-funded April 2020 warrants exercised their warrants at $ 0.003 per

share and received 1.4 million shares of common stock.

June 19, 2020, the Company issued and sold 1.9 million shares of common stock and 0.7 million pre-funded warrants to purchase shares

1 unchanged sentence

The price to the public in this offering for each share of common stock was $ 9.75 and for each pre-funded warrant was

Each pre-funded warrant has an exercise price of $ 0.003 per share and was exercisable immediately upon issuance.

Each pre-funded warrant had an exercise price of $ 0.003 per share and was exercisable immediately upon issuance.

Gross proceeds

from this offering to Actinium were $ 25.0 million, before deducting underwriting discounts and commissions and other offering expenses

payable by the Company.

from this offering were $ 25.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by

Net proceeds from this offering were $ 23.0 million.

following is a summary of stock option activity for the six months ended June 30, 2021:

the nine months ended September 30, 2020, holders of 0.2 million pre-funded June 2020 warrants exercised their warrants at $ 0.003 per

share and received 0.2 million shares of common stock.

following is a summary of stock option activity for the nine months ended September 30, 2021:

(in thousands, except for per-share amounts)

1 unchanged sentence

Outstanding, January 1, 2021

Outstanding, June 30, 2021

Exercisable, June 30, 2021

the six months ended June 30, 2021, the Company granted new employees options to purchase 95 thousand shares of the Company’s

Outstanding, September 30, 2021

Exercisable, September 30, 2021

the nine months ended September 30, 2021, the Company granted employees options to purchase 880 thousand shares of the Company’s

common stock with an exercise price ranging from $ 6.02 to $ 9.25 per share, a term of 10 years, and a vesting period of 4 years.

The options have an aggregated fair value of $ 0.6 million that was calculated using the Black-Scholes option-pricing model.

used in the Black-Scholes option-pricing model include:

(1) discount rate range from 0.65% to 1.07% (2) expected life of 6 years,

(3) expected volatility range from 83.1% to 85.1%, and (4) no expected dividends.

During the six months ended June 30, 2021, options

to purchase 1 thousand shares were exercised and options to purchase 50 thousand shares were cancelled upon the termination of

employment for several employees.

have an aggregated fair value of $ 3.9 million that was calculated using the Black-Scholes option-pricing model.

Variables used in the

Black-Scholes option-pricing model include:

(1) discount rate range from 0.65% to 1.07% (2) expected life of 6 years, (3) expected volatility

range from 79.8% to 85.1%, and (4) no expected dividends.

During the nine months ended September 30, 2021, options to purchase 1 thousand

shares were exercised and options to purchase 268 thousand shares were cancelled upon the termination of employment for several employees.

fair values of all options issued and outstanding are being amortized over their respective vesting periods.

The unrecognized compensation

expense at June 30, 2021 was $ 3.6 million related to unvested options, which is expected to be expensed over a weighted average of 3.0

During the six months ended June 30, 2021 and 2020, the Company recorded compensation expense related to stock options of $ 0.7

million and $ 0.5 million, respectively.

expense at September 30, 2021 was $ 5.4 million related to unvested options, which is expected to be expensed over a weighted average

of 3.5 years.

During the nine months ended September 30, 2021 and 2020, the Company recorded compensation expense related to stock options

of $ 1.0 million and $ 0.8 million, respectively.

part of the April 2020 offering and the June 2020 offering, the Company issued pre-funded warrants.

4 unchanged sentences

As of December 31, 2020, all of the pre-funded

warrants were exercised and there were no pre-funded warrants outstanding during the six months ended June 30, 2021.

As of June 30, 2020,

warrants were exercised and there were no pre-funded warrants outstanding during the nine months ended September 30, 2021.

As of September

30, 2020, there were 1.8 million pre-funded warrants outstanding.

is a summary of warrant activity for the six months ended June 30, 2021:

is a summary of warrant activity for the nine months ended September 30, 2021:

(in thousands, except for per-share amounts)

2 unchanged sentences

Cancelled/Expired

Outstanding, June 30, 2021

Exercisable, June 30, 2021

The Company has an outstanding

warrant to purchase 1,907 shares of common stock, issued on March 14, 2017 to Sandesh Seth, the Company’s Chairman and Chief Executive

Outstanding, September 30, 2021

Exercisable, September 30, 2021

Company has an outstanding warrant to purchase 1,907 shares of common stock, issued on March 14, 2017 to Sandesh Seth, the Company’s

Chairman and Chief Executive Officer.

The warrant included down-round protection up until it was amended on August 11, 2020.

For warrants with down-round protection,

a deemed dividend is recorded for the change in fair value of the warrants when the down-round provision is triggered.

As a result of

the April 2020 offering and June 2020 offering, the exercise price of the warrant was reset from $ 26.40 per share to $ 15.62 per share.

The down-round protection provision in the above warrants created a deemed dividend to common stockholders of $ 1 thousand in the nine

months ended September 30, 2020 which is reflected in the accompanying consolidated statement of operations and consolidated statement

of changes in stockholders’ equity.

with down-round protection, a deemed dividend is recorded for the change in fair value of the warrants when the down-round provision

is triggered.

As a result of the April 2020 offering and June 2020 offering, the exercise price of the warrant was reset from $ 26.40

per share to $ 15.62 per share.

The down-round protection provision in the above warrants created a deemed dividend to common stockholders

of $ 1 thousand in the nine months ended September 30, 2020 which is reflected in the accompanying consolidated statement of operations

and consolidated statement of changes in stockholders’ equity.

On August 11, 2020, the Company and Mr.

Seth agreed to amend the warrant to remove the anti-dilution

provision that had been in the warrant.

Accordingly, pursuant to the amendment, as of August 11, 2020, the exercise price of the warrant

will no longer be subject to a proportional adjustment if and when the Company issues any shares of its common stock for a consideration

less than the exercise price of the warrant.

Seth agreed to amend the

warrant to remove the anti-dilution provision that had been in the warrant.

Accordingly, pursuant to the amendment, as of August 11,

2020, the exercise price of the warrant will no longer be subject to a proportional adjustment if and when the Company issues any shares

of its common stock for a consideration less than the exercise price of the warrant.

All other terms of the warrant remained the same.

6 - Subsequent Event

June 30, 2021, the Company has sold 0.2 million shares of common stock under its Capital on Demand™ Sales Agreement with JonesTrading,

resulting in net proceeds of $ 1.8 million.

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 1. Financial Statements