What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-10-19 · 101 added, 100 removed, 134 unchanged (60% of the section changed)

2 unchanged sentences

BALANCE SHEETS

OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

September 30,

OF MARCH 31, 2024 AND DECEMBER 31, 2023 (UNAUDITED)

Current assets

Non-current assets

Acquired patents, net

8 unchanged sentences

100,000,000 shares authorized;

12,848,165 shares issued and outstanding as of September 30, 2023 and December 31, 2022

12,875,282 and 12,848,165 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

7 unchanged sentences

STATEMENTS OF OPERATIONS

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

and development

and administrative

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

Months Ended March 31,

Operating expenses

from operations

share information:

loss per common share, basic and diluted

average common shares outstanding, basic and diluted

Research and development

General and administrative

Total operating expenses

Loss from operations

( 2,537,201 )

( 2,241,082 )

Interest income

$ ( 2,473,195 )

$ ( 2,124,902 )

Per share information:

Net loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

Stockholders’

3 unchanged sentences

Stock-based compensation

Repurchase of common stock via stock buy back program, net of costs

( 2,124,902 )

( 1,969,628 )

Balances, March 31, 2023

$ ( 43,597,668 )

Stock-based compensation

Repurchase of common stock via stock buy back program, net of costs

( 2,022,255 )

( 2,022,505 )

Balances, June 30, 2022

( 36,363,230 )

Stock-based compensation

( 2,319,024 )

Balances, September 30, 2022

$ ( 38,682,254 )

Balances, December 31, 2023

$ ( 50,364,569 )

Stock-based compensation

$ ( 50,364,569 )

( 2,124,902 )

Balances, March 31, 2023

( 43,597,668 )

Stock-based compensation

( 1,628,373 )

Balances, June 30, 2023

Sale of common stock via ATM program, net of costs

( 2,473,195 )

Stock-based compensation

Balances, September 30, 2023

Balances, March 31, 2024

$ ( 52,837,764 )

3 unchanged sentences

STATEMENTS OF CASH FLOWS

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

Nine Months Ended

September 30,

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

Three Months Ended

Operating activities:

10 unchanged sentences

Financing activities:

Repurchase of common stock via stock buy back program, net of costs

( 7,536,216 )

Sale of common stock via ATM program, net of costs

Net cash provided by (used in) financing activities

( 7,536,216 )

Net increase (decrease) in cash

5 unchanged sentences

LIFESCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Organization and Description of the Business

7 unchanged sentences

of breast cancer following surgery.

Going Concern

Company has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy

its liabilities in the normal course of business.

However, the Company has incurred net losses since its inception and has negative operating

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of

assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s

ability to continue as a going concern.

of March 31, 2024, the Company had cash of $ 5,505,975 .

For the foreseeable future, the Company’s ability to continue its operations

is dependent upon its ability to obtain additional capital.

Significant Accounting Policies

22 unchanged sentences

The month-to-month sub-lease is from a related party and the underlying lease expires in May of 2024 .

right of use asset and liability is deemed to be nominal as of September 30, 2023 and December 31, 2022.

right of use asset and liability is deemed to be nominal as of March 31, 2024 and December 31, 2023.

and Diluted Loss per Share

EPS is computed by dividing net loss (numerator) by the weighted average number of common shares outstanding (denominator) during the

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

During periods of net loss, all common stock equivalents

related to 1,498,128

options and 20,174

warrants outstanding as of September 30, 2023

are excluded from the diluted EPS calculation because they are antidilutive.

Adopted Accounting Pronouncements

June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13, “Financial

Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”).

2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration

of a broader range of reasonable and supportable information to inform credit loss estimates.

ASU 2016-13 is effective for fiscal years

beginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2016-13 effective January

The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated

financial statements from the adoption of ASU 2016-13.

of March 31, 2024 and 2023, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the

Company’s common stock.

of March 31, 2024 and 2023, the Company had common stock equivalents related to options outstanding to acquire 1,498,128 shares of the

Company’s common stock.

of March 31, 2024 and 2023, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding.

following table sets forth the computation of basic and diluted net loss per common share for the periods indicated:

of Basic and Diluted Net Loss Per Common Share

Three Months Ended March 31,

Basic and diluted net loss per share calculation:

Net loss, basic

( 2,473,195 )

( 2,124,902 )

Change in fair value of warrants

Net loss, diluted

( 2,473,195 )

( 2,124,902 )

Weighted average common shares outstanding, basic and diluted

Net loss per common share, basic and diluted

Related Party Transactions

expenses have been accrued and incurred by management, which total $ 66,385

as of September 30, 2023 and $ 42,060

as of December 31, 2022.

expenses have been accrued and incurred by management, which total $ 43,029 as of March 31, 2024 and $ 38,089 as of December 31, 2023.

Commitments and Contingencies

payable total $ 125,737 and $ 35,472 as of March 31, 2024 and December 31, 2023, respectively.

Obligation, Legal Expenses, and Manufacturing Agreements

10 unchanged sentences

for the Company’s clinical trials.

payable includes accrued interest obligations to HJF which total $ 220,845 as of September 30, 2023 and December 31, 2022.

Accrued interest is owed to HJF, which totals $ 220,845 as of March 31, 2024 and December 31,

time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal

11 unchanged sentences

Stockholders’ Equity

of September 30, 2023, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of 120 shares

issued during the vesting period due to rounding up of fractional shares, had vested at approximately $ 2,009,657 value and 15,181 shares

remain unvested and unrecognized at $ 34,157 value.

There were no shares vested during the nine months ended September 30,

of March 31, 2024, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of 120 shares issued

during the vesting period due to rounding up of fractional shares, had vested at approximately $ 2,009,657 value and 15,181 shares remain

unvested and unrecognized at approximately $ 34,157 value.

There were no shares vested during the three months ended March 31, 2024 and

January 23, 2022, the Board of Directors authorized the Company’s management to implement a stock repurchase program for up to

1 unchanged sentence

The term of the Board of Directors authorization of the repurchase program

ended on March 31, 2023.

is until March 31, 2023.

The repurchase program may be suspended or discontinued at any time and will be funded using the Company’s

working capital.

As of September 30, 2023 and 2022, approximately 519,828 shares of the Company’s common stock has been repurchased

and cancelled at an aggregate purchase price, including all transactions costs, of approximately $ 7,536,216 .

There were no shares repurchased

during the nine months ended September 30, 2023.

January 23, 2022, the Board of Directors extended the lock-up of the shares owned by the Company’s directors, officers, and existing

pre-IPO investors to March 24, 2023 (30 months from date of the Company’s IPO) from March 24, 2022 (18 months from date of the

Company’s IPO).

On November 30, 2022, the Board of Directors further extended the lock-up of the shares owned by the Company’s

directors, officers, and existing pre-IPO investors to December 31, 2023 (approximately 39 months from date of the Company’s IPO)

from March 24, 2023 (30 months from date of the Company’s IPO).

During this period, current officers, directors and certain shareholders

will not be able to sell their shares of the Company’s common stock unless otherwise modified by the Board of Directors .

September 30, 2023, outstanding warrants to purchase shares of common stock were as follows with an aggregate intrinsic value as of September

30, 2023 of $ 33,338 based on the September 29, 2023 closing share price of $ 8.84 :

As of March 31, 2023, approximately 519,828 shares of the Company’s common stock has been repurchased and cancelled

at an aggregate purchase price, including all transactions costs, of approximately $ 7,536,216 .

There were no shares repurchased during

the three months ended March 31, 2023.

March 12, 2024, the Board of Directors further extended the lock-up of the shares owned by the Company’s directors, officers, and

existing pre-IPO investors to June 30, 2025 (approximately 57 months from date of the Company’s IPO).

During this period, current

officers, directors and certain shareholders will not be able to sell their shares of the Company’s common stock unless otherwise

modified by the Board of Directors.

January 1, 2024 and March 31, 2024, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with

Jefferies, in which it issued and sold a total of 27,117 shares of its common stock at an average offering price of $ 12.26 per share

for gross proceeds of $ 332,351 and net proceeds of $ 299,116 , after deducting underwriting discounts and commissions and offering expenses

borne by the Company, which totalled $ 33,235 .

March 31, 2024, outstanding warrants to purchase shares of common stock accounted for as equity were as follows with an

aggregate intrinsic value as of March 31, 2024 of $ 257,269 based on the March 28, 2024 closing share price of $ 19.94 :

Schedule of Outstanding Warrants

June 22, 2022, prior to the close of the Nasdaq market, 1,498,128

shares of common stock were granted to employees,

consultants, and directors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at

an exercise price of $ 7.63

per share, which was the most recent prior closing

share price on June 21, 2022.

The options had a fair value on the grant date of $ 9,512,356 ,

based on a risk-free rate of 3.2 %

and an annualized volatility of 106 %,

of which $ 3,032,062 was

expensed through September 30, 2023 and $ 6,480,294

will be expensed in the future if and as vesting

Vesting will be based on time of service over a four

year period and certain additional performance

milestones for senior management, primarily related to the Phase III clinical trial.

Underlying Outstanding Warrants

Exercise Price (1)

Expiration Date (1)

September 24, 2025

warrants are exercisable at any time and from time to time, in whole or in part, during a period commencing March 24, 2021 and expiring

September 24, 2025 .

The exercise price of the warrants is $ 7.1875 per share or $ 6.9718 per share if the warrants are exercised for

cash within the first six months of the period in which they are exercisable.

June 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and

directors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at an exercise price

of $ 7.63 per share, which was the most recent prior closing share price on June 21, 2022.

The options had a fair value on the grant date

of $ 9,512,356 , based on a risk-free rate of 3.2 % and an annualized volatility of 106 %.

As of March 31, 2024, $ 4,221,106 was expensed

and $ 5,291,250 may be expensed in the future if and as vesting occurs.

As of March 31, 2023, $ 1,843,018 was expensed.

Vesting will be

based on time of service over a four year period and certain additional performance milestones for senior management, primarily related

to the Phase III clinical trial.

Subsequent Events

April 1, 2024 and May 8, 2024, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with

Jefferies, in which it issued and sold a total of 4,713 shares of its common stock at an average offering price of $ 17.08 per share

for gross proceeds of $ 80,482 and net proceeds of $ 72,434 , after deducting underwriting discounts and commissions and offering expenses

borne by the Company, which totalled $ 8,049 .

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