What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 112 added, 167 removed, 366 unchanged (43% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

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Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:

7 unchanged sentences

MEZZANINE EQUITY:

Series D preferred stock, 111.11 shares authorized, issued and outstanding as of September 30, 2025 and December 31, 2024

Series D preferred stock, 111.11 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025

STOCKHOLDERS’ EQUITY:

Series E-2 preferred stock, 1,225.00 shares authorized;

35.60 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

35.60 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.00001 par value;

170,000,000 shares authorized;

3,192,040 and 1,535,996 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

4,240,129 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

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( 269,133,500 )

Total stockholders’ equity

Total stockholders’ equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING EXPENSES:

5 unchanged sentences

( 6,400,991 )

( 17,289,215 )

( 39,032,872 )

OTHER INCOME (EXPENSE):

Warrant issuance expense

( 7,743,284 )

Gain (loss) on valuation of warrants

3 unchanged sentences

( 6,604,029 )

( 4,443,877 )

( 14,664,719 )

( 16,495,816 )

( 42,226,073 )

NET LOSS PER SHARE — BASIC

NET LOSS PER SHARE — DILUTED

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — DILUTED

NET LOSS PER SHARE — BASIC AND DILUTED

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED

The accompanying notes are an integral part of these condensed consolidated financial statements.

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( 247,342,463 )

( 15,158,968 )

Stock-based compensation

Conversion of pre-funded warrants into common shares

Exercise of warrants for preferred stock, net of issuance costs (Note 2)

Conversion of Series E-3 preferred stock into common stock

( 6,604,029 )

Exercise of warrants for common stock

Conversion of Series E-2 preferred stock into common stock

( 6,604,029 )

( 26,641,983 )

Balance at March 31, 2025

( 253,946,492 )

Stock-based compensation

Conversion of Series E-3 preferred stock into common stock

( 9,224,112 )

Balance at June 30, 2024

( 230,322,371 )

Stock-based compensation

Issuance of E-4 preferred stock net of issuance costs

Conversion of Series E-2 preferred stock into common stock

( 1,285,851 )

Conversion of Series E-4 preferred stock into common stock

( 8,856,840 )

Stock option exercise into common stock

( 14,664,719 )

Balance at September 30, 2024

( 244,987,090 )

Balance at December 31, 2025

5 unchanged sentences

( 274,787,446 )

Stock-based compensation

Exercise of warrants for common stock, net of issuance costs (Note 2)

( 5,447,911 )

Balance at June 30, 2025

( 259,394,403 )

Stock-based compensation

Issuance of common stock and pre-funded warrants, net of issuance costs

Exercise of prefunded warrants for common stock

( 4,443,877 )

Balance at September 30, 2025

( 263,838,280 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock-based compensation expense

Warrant issuance expense

Change in operating lease right-of-use asset

Change in fair value of warrants

( 3,583,440 )

Prepaid expenses and other current assets

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of warrants, net of issuance costs (Note 2)

Proceeds from issuance of common stock and pre-funded warrants, net of issuance costs (Note 2)

Issuance of common stock in connection with exercise of pre-funded warrants

Cash provided by financing activities

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 4,848,943 )

( 9,383,434 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Settlement of warrants to equity

Conversion of preferred stock to common stock

Right of use asset obtained in exchange for operating lease liability

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Cellectar Biosciences, Inc.

(the Company) is a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer, leveraging the Company’s proprietary phospholipid drug conjugate™ (PDC™) delivery platform that specifically targets cancer cells and delivers improved efficacy and better safety as a result of fewer off-target effects.

Going Concern — As an emerging growth company, the Company has, by design, incurred significant recurring losses and used net cash in its operations since its inception as it devotes substantially all of its efforts towards researching, developing and seeking approval for its product candidates to be commercialized in the marketplace.

As a result of these efforts, the Company had an accumulated deficit of approximately $ 263,838,000 as of September 30, 2025, and incurred a net loss of approximately $ 16,496,000 during the nine months ended September 30, 2025.

(the Company) is a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer, leveraging the Company’s proprietary phospholipid drug conjugate™ (PDC™) delivery platform that specifically targets cancer cells and delivers improved efficacy and better safety as a result of fewer off-target effects.

Going Concern — As a pre-revenue biotechnology company, the Company has, by design, incurred significant recurring losses and used net cash in its operations since its inception as it devotes substantially all of its efforts towards researching, developing and seeking approval for its product candidates to be commercialized in the marketplace.

As a result of these efforts, the Company had an accumulated deficit of approximately $275,000,000 as of March 31, 2026, and incurred a net loss of approximately $5,700,000 during the three months ended March 31, 2026.

The Company expects it will continue to generate significant losses and use net cash for the foreseeable future, until such time that one or more of its product candidates are approved and successfully commercialized in the marketplace.

While management believes one or more of the Company’s product candidates will be approved and successfully commercialized in the marketplace, no assurance can be provided any products will be approved or commercialized in a profitable manner.

To fund its research, development, and approval efforts, the Company has been heavily dependent on funding from private investors and public stockholders since its inception through the issuance of securities, such as common stock, convertible preferred stock, and warrants (outside capital).

The Company has been heavily dependent on funding from private investors and public stockholders since its inception through the issuance of securities, such as common stock, convertible preferred stock, and warrants (outside capital) to fund its research, development and approval efforts.

The Company expects to remain heavily dependent on outside capital to fund the Company’s operations for the foreseeable future until such time that one or more of its product candidates are approved and successfully commercialized in the marketplace.

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As of the date the accompanying consolidated financial statements were issued (the “issuance date”), the Company’s available liquidity to fund the Company’s operations over the next twelve months beyond the issuance date was limited to approximately $ 37 million of unrestricted cash and cash equivalents.

Absent further action taken by management to increase its liquidity, the Company may be unable to fund its operations under normal course beyond the third quarter of 2026.

Absent further action taken by management to increase its liquidity, the Company may be unable to fund its operations under normal course beyond the second quarter of 2027.

Subsequent to the end of the quarter, the Company entered into a securities purchase agreement with certain institutional investors, and an additional securities purchase agreement with certain members of management, to issue and sell up to an aggregate of approximately $ 35 million upfront and $ 105 million in milestone-based securities.

To improve the Company’s liquidity, management plans to secure additional outside capital via the sale of equity and/or debt securities or execute a strategic transaction.

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The accompanying Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the Company’s audited financial statements.

The accompanying Condensed Consolidated Balance Sheet as of September 30, 2025, and the Condensed Consolidated Statements of Operations, Cash Flows, and the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the nine months ended September 30, 2025 and 2024, and the related interim information contained within the Notes to the Condensed Consolidated Financial Statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.

The accompanying Condensed Consolidated Balance Sheet as of March 31, 2026, and the Condensed Consolidated Statements of Operations, Cash Flows, and the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the three months ended March 31, 2026 and 2025, and the related interim information contained within the Notes to the Condensed Consolidated Financial Statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information.

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GAAP for complete financial statements.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position as of September 30, 2025, and consolidated results of its operations, cash flows, and stockholders’ equity for the nine months ended September 30, 2025 and 2024.

The results for the nine months ended September 30, 2025, are not necessarily indicative of future results.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position as of March 31, 2026, and consolidated results of its operations, cash flows, and consolidated statements of convertible preferred stock and stockholders’ equity for the three months ended March 31, 2026 and 2025.

The results for the three months ended March 31, 2026, are not necessarily indicative of future results.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 4, 2026.

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Actual results could differ from those estimates.

Cash and Cash Equivalents — All short-term investments purchased with original maturities of three months or less are considered to be cash equivalents.

Property, Plant & Equipment — Property, plant & equipment are stated at cost.

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Such analyses necessarily involve judgement.

The Company did not experience any events or changes in circumstances that indicate the carrying amount of the assets may not be recoverable as of September 30, 2025.

There were no fixed asset impairment charges recorded during the nine months ended September 30, 2025 or 2024.

The Company did not experience any events or changes in circumstances that indicate the carrying amount of the assets may not be recoverable as of March 31, 2026.

There were no fixed asset impairment charges recorded during the three months ended March 31, 2026 or 2025.

Right-of-Use Asset and Lease Liabilities — The Company accounts for all material leases in accordance with FASB Accounting Standards Codification (ASC) Topic 842, Leases.

ROU Assets are amortized over their estimated useful life, which represents the full term of the lease (see Note 8).

ROU Assets are amortized over their estimated useful life, which represents the full term of the lease.

Stock-Based Compensation — The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards.

The resulting compensation expense, net of forfeitures for awards that are not performance-based, is recognized on a straight-line basis over the service period of the award, which in the three and nine months ended September 30, 2025 and 2024, ranged from twelve months to three years .

The resulting compensation expense, net of forfeitures for awards that are not performance-based, is recognized on a straight-line basis over the service period of the award, which in the three months ended March 31, 2026 and 2025, ranged from twelve months to three years .

Research and Development — Research and development costs are expensed as incurred.

9 unchanged sentences

Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year.

There are no uncertain tax positions that require accrual to or disclosure in the financial statements as of September 30, 2025 and December 31, 2024.

There are no uncertain tax positions that require accrual to or disclosure in the financial statements as of March 31, 2026 and December 31, 2025.

Fair Value of Financial Instruments — The guidance under ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments.

Financial instruments in the accompanying financial statements consist of cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities, and long-term obligations.

The carrying amount of cash equivalents, prepaid expenses, other current assets and accounts payable approximate their fair value as a result of their short-term nature (see Notes 2 and 3).

The carrying amount of cash equivalents, prepaid expenses, other current assets and accounts payable approximate their fair value as a result of their short-term nature.

(See Notes 2 and 3)

Warrants — The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging.

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Concentration of Credit Risk — Financial instruments that subject the Company to credit risk consist of cash and cash equivalents on deposit with financial institutions.

The Company’s excess cash as of September 30, 2025 and December 31, 2024 is on deposit in interest-bearing accounts with well-established financial institutions.

The Company’s excess cash as of March 31, 2026 and December 31, 2025 is on deposit in interest-bearing accounts with well-established financial institutions.

At times, such amounts may exceed the FDIC insurance limits.

As of September 30, 2025, and December 31, 2024, uninsured cash balances totaled approximately $ 12,098,000 and $ 22,837,000 , respectively.

Government Assistance — Reimbursements of eligible expenditures pursuant to government assistance programs are recorded as reductions of operating costs when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and when the reimbursement has been claimed.

As of March 31, 2026, and December 31, 2025, uninsured cash balances totaled approximately $ 8,097,000 and $ 12,946,000 , respectively.

Government Assistance — In accordance with ASC 832, Government Assistance, the Company discloses certain types of government assistance they receive in the notes to the financial statements.

Reimbursements of eligible expenditures pursuant to government assistance programs are recorded as reductions of operating costs when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and when the reimbursement has been claimed.

The determination of the amount of the claim, and accordingly the receivable amount, requires management to make calculations based on its interpretation of eligible expenditures in accordance with the terms of the programs.

The reimbursement claims submitted by the Company are subject to review by the relevant government agencies .

In September 2021, the Company was granted a cancer treatment research award through the National Cancer Institute (NCI) totaling approximately $ 2.0 million over a period of approximately three years .

In September 2022, the Company was awarded $ 1.98 million through a second grant to expand the Company’s ongoing Phase 1 study of iopofosine I 131 in children and adolescents with inoperable relapsed or refractory high-grade gliomas (HGGs).

The Company currently has a cancer treatment research award through the National Cancer Institute (NCI) totaling approximately $ 2.0 million over a period of approximately three years .

In September 2022, the Company was awarded $ 1.98 million in additional grant funding to expand the Company’s ongoing Phase 1 study of iopofosine I 131 in children and adolescents with inoperable relapsed or refractory high-grade gliomas (HGGs).

The grant was awarded by the NCI based upon the initial signals of efficacy in the Phase 1 study, which is an international, open-label, dose escalation, safety study.

The funding allows for an expansion from Phase 1a into Phase 1b of the ongoing pediatric study.

During the three months ended September 30, 2025 and 2024, the Company received approximately $ 0 and $ 137,000 in NCI grant funding under the grants described above, respectively, all of which was reported as a reduction of research and development expenses.

During the nine months ended September 30, 2025 and 2024, the Company received approximately $ 0 and $ 602,000 in NCI grant funding under the grants described above, respectively, all of which was reported as a reduction of research and development expenses.

Recently Issued Accounting Pronouncements Not Yet Adopted — In December 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

Public business entities are required to adopt this standard for annual fiscal periods beginning after December 15, 2024, and early adoption is permitted.

The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

The funding allows for an expansion from Part 1a into the Part 1b portion of the ongoing Phase 1 pediatric study.

During the three months ended March 31, 2026 and 2025, the Company received approximately $ 0 and $ 0 in NCI grant funding under the grants described above, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted — In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

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The Company is currently evaluating this guidance to determine the impact it may have on its condensed consolidated financial statements.

In November 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic270):

Narrow-Scope Improvements , which introduced new guidance on disclosures to provide clarity about the current requirements for interim reporting.

This guidance is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact ASU 2025-11 will have on its consolidated financial statements.

In October 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which introduced authoritative guidance on the accounting for government grants received by business entities.

This guidance is effective for the Company for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact ASU 2025-10 will have on its consolidated financial statements.

The Company evaluates all ASUs issued by the FASB for consideration of their applicability to the financial statements.

The Company has assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.

Recently Adopted Accounting Pronouncements — In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280).

The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements.

The Company adopted this ASU on December 31, 2024 and the prior year to date period has been presented on a comparative basis (see Note 9).

Recently Adopted Accounting Pronouncements — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This standard increases the transparency and decision usefulness of income tax disclosures for investors by requiring informationto better assess how an entity’s operations and related tax risks, planning, and operational opportunities affect its tax rate and prospects for future cashflows.

This standard requires entities to provide enhanced disclosures related to the income tax rate reconciliation and income taxes paid.

This standard iseffective for all entities that are subject to Topic 740, Income Taxes for annual periods beginning after December 15, 2024, but early adoption is permitted.

The Company adopted this standard in fiscal year 2025, utilizing the retrospective application as permitted in the standard.

STOCKHOLDERS’ EQUITY

October 2025 Warrant Inducement

On October 7, 2025, the Company entered into warrant exercise inducements with certain holders of certain existing warrants, which were originally issued on October 25, 2022, July 21, 2024, and July 2, 2025, pursuant to which the holders agree to exercise for cash their existing warrants to purchase 1,048,094 shares of the Company’s common stock, at an exercise price of $ 5.25 per share, and pay $ 0.125 per new warrant, in exchange for the Company’s agreement to issue two new warrants for each warrant exercised.

In connection with the exercise of these warrants, the Company issued new warrants (the October 2025 Inducement Warrants) in two different series:

the Series I Inducement Warrants and the Series II Inducement Warrants.

Each Inducement Warrant is immediately exercisable at an exercise price of $ 6.00 per share.

The Series I Inducement Warrants will expire on October 8, 2030, and the Series II Inducement Warrants will expire on April 8, 2027.

The investors paid $ 0.125 for each October 2025 Inducement Warrant.

The gross proceeds to the Company from the warrant exercises and new warrant issuance was approximately $ 5.8 million, prior to deducting placement agent fees and offering expenses.

Based upon an evaluation utilizing the criteria in ASC 480, Distinguishing Liabilities from Equity, the company concluded that the Common Warrants do not meet any of the conditions necessary to be classified as a liability.

Furthermore, based upon an assessment utilizing ASC 815, Derivatives and Hedging, the Common Warrants meet all the necessary criteria to be classified as permanent equity.

July 2025 Underwritten Public Offering

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Furthermore, based upon an assessment utilizing ASC 815, Derivatives and Hedging, the Common Warrants meet all the necessary criteria to be classified as permanent equity.

The gross proceeds to the company from the underwritten public offering was approximately $ 6.9 million, prior to deducting placement agent fees and offering expenses.

The Company also issued 82,800 common stock purchase warrants (representative warrants) to the underwriter upon the closing of the July 2025 offering.

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At the annual stockholders’ meeting held on June 23, 2025, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between one-for- ten (1:10) to one-for- thirty (1:30) in order to satisfy requirements for the continued listing of the Company’s common stock on Nasdaq.

directors authorized the 1:

The board of directors authorized the 1:

30 ratio of the reverse split on June 18, 2025, and effective at the close of business on June 24, 2025, the Company’s certificate of incorporation was amended to effect a 1:

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The shares of common stock issuable upon exercise of the Existing Warrants are all registered, or their resale is registered, pursuant to effective registration statements.

The Company did not issue any new warrants as part of the agreements.

The Company did no t issue any new warrants as part of the agreements.

The gross proceeds to the Company from the exercise of the Existing Warrants was approximately $ 2.5 million, prior to deducting placement agent fees and offering expenses.

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however, they also do not meet the requirements necessary to be considered indexable in the Company’s stock.

As a result, and in accordance with the guidance

in ASC 815, the warrants are deemed to be liabilities.

As a result, and in accordance with the guidance in ASC 815, the warrants are deemed to be liabilities.

All such liabilities are required to be presented at fair value, with changes reflected in financial results for the period.

See Note 3 for the related valuation.

There are 35.60 shares of Series E-2 preferred stock outstanding as of September 30, 2025.

There are 35.60 shares of Series E-2 preferred stock outstanding as of March 31, 2026.

October 2022 Public Offering and Private Placement

On October 25, 2022, the Company completed a registered direct offering and concurrent private placement transaction.

As of September 30, 2025, there remain 123,609 warrants outstanding that are immediately exercisable at an exercise price of $ 58.80 per share and will expire on the fifth anniversary of the closing date.

As of March 31, 2026, there remain 75,939 warrants outstanding that are immediately exercisable at an exercise price of $ 58.80 per share and will expire on the fifth anniversary of the closing date.

Due to a cash settlement feature, the warrants are liability classified.

See Note 3 for the related valuation.

The following table summarizes information with regard to outstanding warrants to purchase stock as of September 30, 2025:

The following table summarizes information with regard to outstanding warrants to purchase stock as of March 31, 2026:

Number of Common

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Expiration Date

2025 October Series I Common Warrants

October 8, 2030

2025 October Series II Common Warrants

April 8, 2027

2025 July Common Warrants

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October 25, 2027

The 2025 July Common Warrants and Representative Warrants are classified as equity.

The 2025 October Series I and Series II Common Warrants, the 2025 July Common Warrants, and the 2025 Representative Warrants are classified as equity.

All other warrants in the table above are liability classified.

In accordance with the Fair Value Measurements and Disclosures Topic of ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value:

In accordance with ASC 820, Fair Value Measurements and Disclosures, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value:

Input prices quoted in an active market for identical financial assets or liabilities.

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The carrying amounts reported for other current financial assets and liabilities approximate fair value because of their short-term nature.

As of September 30, 2025, the Company does no t have any Level 1 or Level 2 liabilities.

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period, pursuant to the policy described in Note 2.

This determination requires significant judgments be made.

The following table summarizes the conclusions reached as of March 31, 2026 and 2025 for financial instruments measured at fair value on a recurring basis.

March 31, 2026

Cash and cash equivalents

Warrant liability

Total liabilities

March 31, 2025

Cash and cash equivalents

Warrant liability

Total liabilities

July 2024 Warrants

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Expected volatility was determined based upon the historical volatility of the Company’s common stock.

The 2024 Warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized, and had a fair value of $ 600,000 and $ 1,200,000 as of September 30, 2025, and December 31, 2024, respectively, which is included in the warrant liability caption on the accompanying balance sheets.

The following table summarizes the modified option-pricing assumptions used on September 30, 2025 and December 31, 2024:

September 30,

110.00 - 114.00

The 2024 Warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized, and had a fair value of $ 135,000 and $ 180,000 as of March 31, 2026, and December 31, 2025, respectively, which is included in the warrant liability caption on the accompanying balance sheets.

The following table summarizes the modified option-pricing assumptions used on March 31, 2026 and December 31, 2025:

100.00 - 117.00

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September 2023 Warrants

The 2023 Warrants are classified within the Level 3 hierarchy because of the nature of the valuation technique utilized, and had a fair value of $ 15,000 and $ 26,000 as of September 30, 2025 and December 31, 2024, respectively, which is included in the warrant liability caption on the accompanying balance sheets.

The following table summarizes the modified option-pricing assumptions used on September 30, 2025 and December 31, 2024:

September 30,

The fair value of the 2023 Warrants was determined by utilizing a Black-Scholes option-pricing model.

The quantitative elements associated with the inputs impacting the fair value measurement of the 2023 Warrants include the value per share of the underlying common stock, the risk-free interest rate, the expected dividend yield and the expected volatility of the Company’s shares.

free interest rate is determined by reference to the U.S.

Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants.

The Company estimated a 0 % dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared cash dividends.

Expected volatility was determined based upon the historical volatility of the Company’s common stock.

These warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized.

The 2023 Warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized, and had a fair value of $ 7,000 and $ 5,000 as of March 31, 2026 and December 31, 2025, respectively, which is included in the warrant liability caption on the accompanying balance sheets.

The following table summarizes the modified option-pricing assumptions used on March 31, 2026 and December 31, 2025:

100.17 - 125.50

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Expected volatility was determined based upon the historical volatility of the Company’s common stock.

These warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized.

These warrants are classified within the Level 3 hierarchy because of the nature of these inputs and the valuation technique utilized, and had a fair value of $ 7,000 and $ 41,000 as of March 31, 2026 and December 31, 2025, respectively, which is included in the warrant liability caption on the accompanying balance sheets.

The following table summarizes the assumptions used at each financial reporting date:

September 30,

Risk-free interest rate

Expected life (years)

The following table summarizes the changes in the fair market value of all warrants which are classified within the Level 3 fair value hierarchy for the nine months ended September 30, 2025 and 2024:

The following table summarizes the changes in the fair market value of the warrants which are classified within the Level 3 fair value hierarchy for the three months ended March 31, 2026 and 2025:

Beginning warrant fair value

Change in warrant fair value

( 4,566,773 )

Issuance of July 2024 inducement warrants

Settlement of warrants to equity

( 1,044,060 )

( 7,410,000 )

Exercise of October 2022 warrants

( 1,225,676 )

Ending warrant fair value

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No dividends have been recorded historically.

At the annual meeting of stockholders held on June 14, 2024, the Company’s stockholders approved an increase in the number of shares of common stock available for issuance under the 2021 Stock Incentive Plan by 233,333 to 312,296 .

The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants:

Three Months Ended

Nine Months Ended

September 30,

Employee and director stock option grants:

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The Company has not historically recorded dividends related to stock options.

Exercise prices for all grants made during the nine months ended September 30, 2025 and September 30, 2024, were equal to the market value of the Company’s common stock on the date of grant.

Exercise prices for all grants made during the three months ended March 31, 2026 and March 31, 2025, were equal to the market value of the Company’s common stock on the date of grant.

The Company accounts for income taxes in accordance with the liability method of accounting.

1 unchanged sentence

Deferred income tax expense or benefit is based on changes in the asset or liability from period to period.

The Company did not record a provision or benefit for federal, state or foreign income taxes for the nine months ended September 30, 2025 or 2024 because the Company has experienced losses on a tax basis since inception.

Management has provided a full allowance against the value of its gross deferred tax assets considering the continuing losses and uncertainty associated with the utilization of the NOLs in the future.

The Company did not record a provision or benefit for federal, state or foreign income taxes for the three months ended March 31, 2026 or 2025 because the Company has experienced losses on a tax basis since inception.

Management has provided a full allowance against the value of its gross deferred tax assets in light of the continuing losses and uncertainty associated with the utilization of the NOLs in the future.

The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return.

7 unchanged sentences

In accordance with ASC Topic 260, Earnings per Share, diluted earnings per share are the amount of earnings for the period available to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period.

In the quarter ended September 30, 2024, the common warrants issued in October 2022 were dilutive.

In all other periods presented, all outstanding warrants were antidilutive.

Periods ended September 30, 2024

( 14,664,719 )

( 42,226,073 )

Dilutive effect of warrant liability

( 1,428,355 )

( 7,283,786 )

Net loss allocated to common shares

( 16,093,074 )

( 49,509,859 )

Weighted average common shares outstanding - basic

Dilutive effect of warrant liability

Weighted average common shares outstanding - diluted

Net loss per share - diluted

In the quarters ended March 31, 2026 and 2025, all outstanding warrants were antidilutive.

The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive:

Three Months Ended

Nine Months Ended

September 30,

Preferred shares on an as-converted-into-common-stock basis

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Under the Amended HQ Lease, which was accounted for as a modification of the initial lease, the Company will continue to lease 3,983 square feet of rentable area on the second floor of a building located at 100 Campus Drive in Florham Park, New Jersey, commencing on March 1, 2023 until April 30, 2029.

The Company also has an option to extend the term of the Amended HQ Lease for one additional 60 -month period.

Under the terms of the Amended Lease, the Company Company’s previously paid security deposit of $ 75,000 will be reduced to $ 23,566 , and the aggregate rent due over the term of the Amended Lease is approximately $ 918,000 , which will be reduced to approximately $ 893,000 after certain rent abatements.

The Company will also be required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises.

On May 6, 2024, the Company entered into a Second Amendment of Lease of the HQ Lease (Second Amended HQ Lease), with CAMPUS 100 LLC (the “Landlord”) expanding the amount of leased space in the building to include 7,829 square feet on the first floor.

Under the Second Amended HQ Lease, which was accounted for as a modification of the initial lease and went into effect upon the landlord’s delivery of the expanded space in March 2026, the Company will continue to lease 3,983 square feet of rentable area on the second floor of a building in addition to the expanded space on the first floor, located at 100 Campus Drive in Florham Park, New Jersey, commencing March 2026 until April 2032.

Under the terms of the Second Amendment of Lease, the Company’s previously paid security deposit of $ 23,566 remains unchanged, and the aggregate rent due over the term is approximately $ 2.7 million, which will be reduced to approximately $ 2.2 million after certain rent abatements.

The Company is also required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises.

After rent abatements, the rent is approximately $ 35,300 per month for the first year and then escalates thereafter by 2 % per year for the duration of the term.

5 unchanged sentences

Maturity Analysis of Short-Term and Operating Leases

The following table approximates the dollar maturity of the Company’s undiscounted payments for its short-term leases and operating lease liabilities as of September 30, 2025:

The following table approximates the dollar maturity of the Company’s undiscounted payments for its operating lease liabilities as of March 31, 2026:

Years ending December 31,

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Three Months Ended

Nine Months Ended

September 30,

Research and development:

Phase 2 study in B-cell malignancies, including WM and MM

Phase 2 study in WM

Phase 1 study in pediatric tumors

1 unchanged sentence

Manufacturing and related costs

Pre-clinical projects cost

Pre-clinical projects costs

General research and development costs

4 unchanged sentences

SUBSEQUENT EVENTS

On October 7, 2025, the Company entered into warrant exercise inducement offer letters with certain holders of certain existing warrants, which were originally issued on October 25, 2022, July 21, 2024, and July 2, 2025, pursuant to which the holders agree to exercise for cash their existing warrants to purchase 1,048,094 shares of the Company’s common stock, at an exercise price of $ 5.25 per share, and pay $ 0.125 per new warrant, in exchange for the Company’s agreement to issue two new warrants for each warrant exercised.

In connection with the exercise of these warrants, the Company issued new warrants (the October 2025 Inducement Warrants) in two different series:

the Series I Inducement Warrants and the Series II Inducement Warrants.

Each Inducement Warrant is immediately exercisable at an exercise price of $ 6.00 per share.

The Series I Inducement Warrants will expire on October 8, 2030 and the Series II Inducement Warrants will expire on April 8, 2027.

The investors paid $ 0.125 per October 2025 Inducement Warrant.

The gross proceeds to the company from the warrant exercises and new warrant issuance was approximately $ 5.8 million, prior to deducting placement agent fees and offering expenses.

On May 5, 2026, the Company entered into a securities purchase agreement with certain institutional investors, and an additional securities purchase agreement with certain members of management, to issue and sell an aggregate of approximately $ 31 million net upfront and up to $ 105 million in milestone-based securities in a registered direct offering of common stock and a concurrent private placement of common stock, pre-funded warrants, and milestone-based warrants.

The registered direct offering involves the issuance and sale of 1,618,053 shares of common stock, $ 0.00001 par value per share and the private placement involves the issuance and sale of (i) 2,116,887 shares of common stock, (ii) pre-funded warrants to purchase 9,471,086 shares of common stock and (iii) 13,206,026 each of milestone-based Tranche A, Tranche B and Tranche C Warrants.

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