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Item 8. Financial Statements and Supplementary Data

2024-03-29 compared with 2023-03-31 · 187 added, 184 removed, 510 unchanged (42% of the section changed)

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Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2022 and 2021, the related consolidated

statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December

31, 2022 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

We have audited the accompanying

consolidated balance sheets of Actinium Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023 and 2022, and the

related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the

period ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023,

in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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Restricted cash – current

Security deposit

Prepaid expenses and other current assets

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Accounts payable and accrued expenses

Other revenue deferred – current liability

Operating leases current liability

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1,000,000,000 shares authorized;

25,674,823 and 22,143,974 shares issued and outstanding

27,634,213 and 25,674,823 shares issued and outstanding at December 31, 2023 and 2022, respectively

Additional paid-in capital

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(amounts in thousands, except share amounts)

Additional Paid-In

Stockholders’

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Sale of common stock, net of offering costs

Issuance of common stock from exercise of stock options

Balance, December 31, 2022

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Sale of common stock, net of offering costs

Issuance of common stock from exercise of stock options

Balance, December 31, 2023

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Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in/provided by operating activities:

Stock-based compensation expense

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Long-term license revenue deferred

Operating lease right-of-use assets

Operating lease liabilities

Net Cash Provided By/Used In Operating Activities

Net Cash Used In/Provided By Operating Activities

Cash Flows Used in Investing Activities:

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of Significant Accounting Policies

Nature of Business - Actinium

Pharmaceuticals, Inc.

is a biopharmaceutical company developing targeted radiotherapies to deliver cancer-killing radiation with cellular

level precision to treat patients with high unmet medical needs.

Nature of Business –

Actinium Pharmaceuticals, Inc.

is a biopharmaceutical company developing ARCs and other targeted radiotherapies to deliver cancer-killing

radiation with cellular level precision to treat patients with high unmet medical needs.

Principles of Consolidation

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Actual results could differ from those estimates.

Cash and Cash Equivalents

and Restricted Cash- The Company considers all highly liquid accounts with original maturities of three months or less to be cash

Cash and Cash

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

less to be cash equivalents.

The Company holds most of its cash equivalents in a Money Market account comprised of US Treasury

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

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certificates of deposit held as collateral for letters of credit issued in connection with the Company’s leases of corporate office

Property and Equipment

- Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives of three to five

Furniture and fixtures are recorded at cost and depreciated on a straight-line basis over estimated useful lives of seven years.

When assets are retired, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is

reflected in operations.

Repairs and maintenance expenditures are charged to operations.

Capitalized lease assets are recorded at the

lesser of the present value of minimum lease payments or fair value and amortized over the estimated useful life of the related property

or term of the lease.

Company has operating and finance leases for corporate office space and office equipment located at the corporate office space.

with an initial term of 12 months or less are not recorded on the balance sheet;

lease expense for these leases is recognized on a straight-line

basis over the lease term.

The Company entered into a lease for corporate office space effective June 1, 2022 and paid a security deposit

to the landlord.

A certificate of deposit was provided as collateral for a letter of credit issued with this office space during 2022

and at that time, the security deposit was returned to the Company.

Equipment - Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives of

three to five years.

Furniture and fixtures are recorded at cost and depreciated on a straight-line basis over estimated useful

lives of seven years.

When assets are retired, the cost and related accumulated depreciation are removed from the accounts, and any

related gain or loss is reflected in operations.

Repairs and maintenance expenditures are charged to operations when incurred.

Capitalized lease

assets are recorded at the lesser of the present value of minimum lease payments or fair value and amortized over the estimated

useful life of the related property or term of the lease.

Company has an operating lease for corporate office space and a finance lease for office equipment located at the corporate office space.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

lease expense for these leases is recognized on

a straight-line basis over the lease term.

Fair Value Measurement

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the guidance of ASC 606 .

Grant Revenue –

The Company had a grant from a government-sponsored entity for research and development related activities that provided for payments

Grant Revenue – The

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

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

The Company recognized

revenue from grants as it performed services under this arrangement.

Associated expenses were recognized when incurred as research and

development expense.

recognizes revenue from grants as it performed 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.

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loss per share because the impact of all potential dilutive common shares is anti-dilutive.

For the years ended December 31, 2022 and 2021,

the Company’s potentially dilutive shares, which include outstanding common stock options, restricted stock units and warrants,

have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive.

For the years ended December

31, 2023 and 2022, the Company’s potentially dilutive shares, which include outstanding common stock options, restricted stock units

and warrants, have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive.

(in thousands)

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event disclosure consideration.

Recently Adopted Accounting

Pronouncements – In May 2021, FASB issued ASU 2021-04, Earnings Per Share (topic 260), Debt — Modifications and Extinguishments

(Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in an Entity’s

Own Equity (Subtopic 815-40) – Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified

Written Call Options , which provides guidance of a modification or an exchange of a freestanding equity-classified written call option

that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share

(EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition.

The amendments in this ASU are effective January

1, 2022, including interim periods.

The Company adopted this standard effective January 1, 2022 and the standard did not have a material

effect on the Company’s financial statements.

In November 2021, the FASB

issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance , which provides

guidance on disclosure requirements to entities other than not-for-profit entities about transaction with a government that are accounted

for by applying a grant or contribution accounting model by analogy.

ASU 2021-10 requires an entity to make annual disclosures related

to (1) the nature of the transactions and the related accounting policy used to account for the government transactions, (2) quantification

and disclosure of amounts related to the government transactions included in balance sheet and income statement financial statement line

items, and (3) significant terms and conditions of the government transactions, including commitments and contingencies.

The amendments

of ASU 2021-10 are effective January 1, 2022, including interim periods.

The Company adopted this standard effective January 1, 2022,

and the standard did not have a material impact on the Company’s financial statements.

Recently Issued Accounting

Pronouncements – In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805), Account for Contract Assets

and Contract Liabilities from Contracts with Customers , which provides guidance on accounting for contract assets and contract liabilities

acquired in a business combination in accordance with ASC 606.

To achieve this, an acquirer may assess how the acquiree applied ASC 606

to determine what to record for the acquired revenue contracts.

Generally, this should result in an acquirer recognizing and measuring

the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial

The amendments of ASU 2021-08 are effective January 1, 2023, including interim periods.

Early adoption is permitted, including

adoption in an interim period.

The Company will evaluate the impact of ASU 2021-08 on any future business combinations the Company may

enter in the future.

Pronouncements - In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,

to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide improvements primarily

related to the rate reconciliation and income taxes paid information included in income tax disclosures.

The Company would be required

to disclose additional information regarding reconciling items equal to or greater than five percent of the amount computed by multiplying

pretax income (loss) by the applicable statutory tax rate.

Similarly, the Company would be required to disclose income taxes paid (net

of refunds received) equal to or greater than five percent of total income taxes paid (net of refunds received).

The amendments in ASU

2023-09 are effective January 1, 2025, including interim periods.

Early adoption is permitted for annual financial statements that have

not yet been issued or made available for issuance.

The Company will evaluate the impact of ASU 2023-09 on its financial statements.

In November 2023, FASB issued

ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , which provides improvements

to reportable segment disclosure requirements, primarily through enhanced disclosures around segment expenses.

ASU 2023-07 requires the

Company to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”)

and included within each reported measure of segment profit or loss.

ASU 2023-07 also requires that the Company disclose an amount for

other segment items by reportable segment, a description of their composition and provide all annual disclosures about a reportable segment’s

profit or loss and assets pursuant to Topic 280 during interim periods.

The Company must also disclose the CODM’s title and position,

as well as certain information around the measures used by the CODM and an explanation of how the CODM uses the reported measures in

assessing segment performance and deciding how to allocate resources.

For public entities with a single reportable segment, the entity

must provide all the disclosures required pursuant to ASU 2023-07 and all existing segment disclosures under Topic 280.

The amendments

of ASU 2023-07 are effective for the Company for annual periods beginning January 1, 2024, and effective for interim periods beginning

January 1, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company will evaluate the impact of ASU 2023-07 on its financial statements.

In October 2021, FASB issued

ASU 2021-08, Business Combinations (Topic 805), Account for Contract Assets and Contract Liabilities from Contracts with Customers ,

which provides guidance on accounting for contract assets and contract liabilities acquired in a business combination in accordance with

To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue

Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities

consistent with how they were recognized and measured in the acquiree’s financial statements.

The amendments of ASU 2021-08 are

effective January 1, 2023, including interim periods.

The Company will evaluate the impact of ASU 2021-08 on any future business combinations

the Company may enter in the future.

Note 2 - Prepaid Expenses and Other Current

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Research and development

General administrative

General and administrative

Total depreciation expense

Note 4 - Leases

The Company determines

if an arrangement is a lease at inception.

This determination generally depends on whether the arrangement conveys to the Company the

right to control the use of a fixed asset for a period of time in exchange for consideration.

Control of an underlying asset is conveyed

to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using

The Company determines if

an arrangement is a lease at inception.

This determination generally depends on whether the arrangement conveys to the Company the right

to control the use of a fixed asset for a period of time in exchange for consideration.

Control of an underlying asset is conveyed to

the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using

the underlying asset.

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the lease controlled by the lessor.

Options for lease renewals have been excluded from the lease term (and lease liability) for the majority

of the Company’s leases as the reasonably certain threshold is not met.

The Company entered into a lease

for corporate office space, effective June 1, 2022.

The lease has a term of 5 years 2 months , with an expiration date on July 30, 2027

and current annual rent of $ 0.6 million.

The Company is also responsible for certain other costs, such as insurance, utilities and maintenance.

At December 31, 2022, for capitalization purposes under ASC842, the Company has this operating lease and a finance lease for office equipment.

At December 31, 2021, for

capitalization purposes under ASC842, the Company had an operating lease for corporate office space that expired in 2022 and finance leases

for office equipment and furniture located in the corporate office space.

In addition, the Company has auxiliary corporate office space

that it rents on a month-to-month basis;

this rental was accounted for as an operating lease with the same term as the Company’s

office space.

Options for lease renewals have been excluded from the lease term (and lease liability) for the Company’s

leases as the reasonably certain threshold is not met.

At December 31,

2023, the Company has two leases which have been capitalized in accordance with ASC 842, one for corporate office space and one for

office equipment.

The Company entered into a lease for corporate office space effective June 1, 2022.

The lease has a term of 5

years 2 months , with an expiration date on July 30, 2027 and current annual rent of $ 0.6 million.

The Company is also responsible

for certain other costs, such as insurance, utilities and maintenance During the year ended December 31, 2023, the Company spent

$ 0.5 million on improvements at its corporate office space, which has been included in the value of the operating right-to-use

The components of lease expense are as follows:

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Finance leases

of lease liabilities are as follows:

Maturities of lease liabilities are as follows:

Year ending December 31,

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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

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

The collaboration agreement was made up of multiple modules

related to various research activities.

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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 of $ 0.9 million was recognized during each of the

years ended December 31, 2022 and December 31, 2021.

The Company had a grant from

a government-sponsored entity for research and development related activities that provide for payments for reimbursed costs, which included

The consideration is recognized to revenue over each module.

There was no corresponding revenue recognized from a collaboration

during the year ended December 31, 2023 and revenue of $ 0.9 million was recognized during the year ended December 31, 2022.

The Company has a grant from

a government-sponsored entity for research and development related activities that provides for payments for reimbursed costs, which includes

overhead and general and administrative costs as well as an administrative fee.

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Other revenue recognized

from this grant during the years ended December 31, 2022 and 2021 was $ 0.1 million and $ 0.2 million, respectively.

from this grant during the years ended December 31, 2023 and December 31, 2022 was $ 0.1 million in each year.

On April 7, 2022, the Company

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liabilities primarily consist of advanced payments from licensees.

There was no Other revenue deferred – current liability at December

31, 2022 and $ 1.0 million at December 31, 2021.

Long-term license revenue deferred was $ 35.0 million at December 31,

Long-term license revenue deferred at December 31, 2021.

This deferred revenue will be recognized upon European Union regulatory approval

2023 and December 31, 2022;

this deferred revenue will be recognized upon European Union regulatory approval of Iomab B.

Note 6 - Commitments and Contingencies

On June 15, 2012, the Company

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

previous and ongoing clinical trials with apamistamab (licensed antibody).

FHCRC has completed both a Phase 1 and Phase 2 clinical trial

with apamistamab.

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

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

Upon commercial sale

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

On June 15, 2012, the

Company entered into a license and sponsored research agreement with Fred Hutchinson Cancer Research Center (“FHCRC”) to

build upon previous and ongoing clinical trials with apamistamab (licensed antibody).

FHCRC has completed both a Phase 1 and Phase 2

clinical trial with apamistamab.

The Company has been granted exclusive rights to the 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 antibody.

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

Note 7 - Equity

In August 2020, the Company entered

into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC, or 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.

Shares of common

stock are offered pursuant to a shelf registration statement on Form S-3 filed with the SEC on August 7, 2020.

For the year ended December

31, 2022, the Company sold 3.5 million shares of common stock, resulting in gross proceeds of $ 23.9 million and net proceeds of $ 23.2

For the year ended December 31, 2021, the Company sold 4.6 million shares of common stock, resulting in gross proceeds of $ 36.5

million and net proceeds of $ 35.3 million.

On June 28, 2022, the Company

entered into an Amendment and Restated Capital on Demand™ Sales Agreement (the “A&R Sales Agreement”) with JonesTrading

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.

On June 28, 2022, the Company entered

into an Amended and Restated Capital on Demand™ Sales Agreement (the “A&R Sales Agreement”) with JonesTrading and

Riley Securities, Inc.

Riley Securities”).

The A&R Sales Agreement modifies the original Capital on Demand™

Sales Agreement to include B.

The A&R Sales Agreement modifies the original Capital on Demand™ Sales Agreement

to include B.

Riley Securities as an additional sales agent thereunder.

2019 Amended and Restated Stock Plan

In December 2019, the Company’s

2019 Stock Plan was established.

The expiration date of the plan is October 18, 2029 and the total number of shares of the Company’s

common stock available for grant to employees, directors and consultants of the Company was 333,333 shares.

After a number of amendments

approved by stockholders, the number of shares authorized under the plan was 5,833,333 shares.

At the Company’s Annual Meeting of

Stockholders held on December 30, 2022, its stockholders authorized an increase in the number of shares authorized under the plan, resulting

in the number of shares authorized in the plan to be 9,333,333 shares.

2013 Amended and Restated Stock Plan

In September 2013, the Company’s

2013 Stock Plan was established.

The expiration date of the plan is September 9, 2023 and at the time of approval, the total number of

shares of the Company’s common stock available for grant to employees, directors and consultants of the Company under the plan was

91,666 shares.

After a number of amendments approved by stockholders, the number of shares authorized under the plan is 758,333 shares.

2013 Equity Incentive Plan

In September 2013, the Company’s

2013 Equity Incentive Plan was established.

The expiration date of the plan is September 9, 2023 and the total number of shares of the

Company’s common stock available for grant to employees, directors and consultants of the Company under the plan was 15,000 shares.

In December 2013, the shareholders of the Company approved the plan and increased the number of shares authorized under the plan to 33,333

Shares of common stock are offered pursuant to a shelf registration

statement on Form S-3 (File No.

333-242322) filed with the SEC on August 7, 2020 (the “Prior Shelf Registration Statement”).

On August 11, 2023, the Company filed a new registration statement on Form S-3 (File No.

333-273911), and amended on February 2, 2024,

which was declared effective on February 5, 2024, to replace the Prior Shelf Registration Statement, including a base prospectus which

covers the offering, issuance and sale of up to $ 500 million of common stock, preferred stock, warrants, units and/or subscription rights;

and a sales agreement prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of $ 200 million

of common stock that may be issued and sold under the Amended Sales Agreement.

During the year ended December

31, 2023, the Company sold 1.9 million shares of common stock, resulting in gross proceeds of $ 15.1 million and net proceeds of $ 14.6

During the year ended December 31, 2022, the Company sold 3.5 million shares of common stock, resulting in gross proceeds of

$ 23.9 million and net proceeds of $ 23.2 million.

The Company presently has one equity compensation

plan, the 2019 Amended and Restated Stock Plan, (the “2019 Plan”).

The 2019 Plan has an expiration date of October 18,

2029 and the number of shares of our common stock authorized under the plan for grant to employees, directors and consultants is 9,333,333

The Company had two equity compensation plans that

expired on September 9, 2023;

the Company’s Amended and Restated 2013 Stock Plan and the Company’s 2013 Equity Incentive Plan.

Stock Options

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Exercisable, December 31, 2023

During 2023, the Company

granted its employees and members of the Board of Directors options to purchase 2.4 million shares of common stock with an exercise

price ranging from $ 5.00 to $ 11.60 per share, a term of 10 years, and a vesting period from 4 to 4.2 years.

The options have an

aggregated fair value of $ 9.0 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 3.5 % to 4.82 % (2) expected life of 6 years, (3) expected

volatility range from 79.0 % to 81.6 %, and (4) zero expected dividends.

During 2022, the Company granted

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and (4) zero expected dividends.

During 2021, the Company granted

its employees and members of the Board of Directors options to purchase 881 thousand shares of common stock with an exercise price ranging

from $ 6.02 to $ 9.25 per share, a term of 10 years, and a vesting period from 4 to 4.2 years.

The options 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

(1) discount rate range from 0.65 % to 1.28 % (2) expected life of 6 years, (3) expected volatility range from 79.8 % to 85.1 %,

and (4) zero expected dividends.

During the years ended December

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Restricted Stock Units

The Company issued 325 thousand

restricted stock units (“RSUs”) to employees during 2022:

Following is a summary of

restricted stock unit (“RSUs”) activity for the years ended December 31, 2023 and 2022:

(in thousands, except for per-share amount)

Grant date Fair Value

Per Share ($)

Grant Date Fair Value Per Share ($)

Outstanding, January 1, 2022

Outstanding, December 31, 2022

Outstanding, December 31, 2023

The RSUs vest at the earliest

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The fair value of the RSUs, $ 1.8 million, was determined based on the stock

prices on the dates of the grants and is being recognized over three years .

The unrecognized compensation expense at December 31, 2022

of $ 1.7 million is expected to be expensed over 2.4 years.

During 2022, the Company recorded compensation expense related to RSUs of $ 0.2

prices on the dates of the grants and each RSU grant is being recognized over its respective three-year period.

The unrecognized compensation

expense at December 31, 2023 of $ 1.0 million is expected to be expensed over a weighted average of 1.7 years.

During 2023 and 2022, the

Company recorded compensation expense related to RSUs of $ 0.6 million and $ 0.2 million, respectively.

Following is a summary of

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Net operating losses carry forward

Deferred revenue

Share-based compensation

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future years.

NOLs of $118.4 million generated prior to 2018 will begin to expire if unused in 2023.

NOLs generated in 2018 and later

years of $60.2 million have an indefinite life, but will be limited to 80% of their value if used in a tax year ending after January 1,

NOLs of $ 104.8 million generated prior to 2018 will begin to expire if unused beginning in 2024 when approximately $ 3.9

million in NOLs are due to expire.

Our largest NOLs will begin to expire in 2034 - 2037, with each year in excess of $ 15 million.

generated in 2018 and later years of $ 60.3 million have an indefinite life, but will be limited to 80% of their value if used in a tax

year ending after January 1, 2023.

For state income tax purposes,

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result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available.

The Tax Cuts and Jobs Act

of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures related to research and development activities and amortize them over

five years for U.S.

activities and 15 years for non-U.S.

Since this has been the Company's policy since 2018, the current

year capitalization of research and development costs in accordance with IRC 174 was $ 36.9 million for a total accumulated gross amount

of $ 79.6 million as of December 31, 2023.

difference between the income tax provision and the amount that would result if the U.S.

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Note 9 - Subsequent Event

Since December 31, 2022, the

Company has sold 0.1 million shares of common stock under its A&R Sales Agreement, resulting in net proceeds of $ 0.8 million.

December 31, 2023, the Company has sold 1.8 million shares of common stock under its A&R Sales Agreement, resulting in net proceeds

of $ 14.7 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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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-K

Item 8. Financial Statements and Supplementary Data