3 unchanged sentences
(in thousands, except share and per share amounts)
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Assets (unaudited)
20 unchanged sentences
Common stock, 0.0001 par value;
−Removed: 250,000,000 shares authorized as of June 30, 2023 and December 31, 2022;
−Removed: 2,956,354 and 999,748 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
+Added: 250,000,000 shares authorized as of September 30, 2023 and December 31, 2022;
+Added: 2,956,354 and 999,748 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
Additional paid-in-capital 31,756 16,871
6 unchanged sentences
(in thousands, except share and per share amounts)
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
5 unchanged sentences
Change in fair value of warrant liability 46 — 167 —
−Removed: Interest expense, net ( 934 ) ( 106 ) ( 2,095 ) ( 210 )
+Added: Other income 250 — 250 —
+Added: Interest income (expense), net 6 ( 165 ) ( 2,089 ) ( 376 )
Net loss $ ( 2,137 ) $ ( 351 ) $ ( 11,033 ) $ ( 948 )
13 unchanged sentences
Balance, June 30, 2022 7,816 $ 124 851,419 $ — $ 10,430 $ ( 15,875 ) $ ( 5,445 )
+Added: Issuance of warrants and non-contingent beneficial ownership feature in connection with convertible promissory note — — — — 60 — 60
+Added: Issuance of warrants in connection with non-convertible promissory note — — — — 30 — 30
+Added: Net loss — — — — — ( 351 ) ( 351 )
+Added: Balance, September 30, 2022 $ 7,816 $ 124 851,419 $ — $ 10,520 $ ( 16,226 ) $ ( 5,706 )
Redeemable Convertible Stock Common Stock Additional Paid-in Capital Accumulated Deficit Stockholders’ Equity (Deficit)
15 unchanged sentences
Balance, June 30, 2023 — $ — 2,956,354 $ — $ 31,430 $ ( 27,392 ) $ 4,038
+Added: Stock-based compensation — — — — 326 — 326
+Added: Net loss — — — — — ( 2,137 ) ( 2,137 )
+Added: Balance, September 30, 2023 — $ — 2,956,354 $ — $ 31,756 $ ( 29,529 ) $ 2,227
See accompanying notes to unaudited interim consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
Operating activities:
5 unchanged sentences
Change in fair value of warrant liability 18 —
−Removed: Reduction in operating right of use assets 26 23
+Added: Reduction in operating lease right of use assets 39 35
Change in operating assets and liabilities:
10 unchanged sentences
Repayment of advances from employees ( 195 ) ( 30 )
+Added: Proceeds from issuance of non-convertible promissory note — 125
+Added: Proceeds from issuance of convertible promissory note — 125
Proceeds from issuance of common stock in pre-closing financing 1,250 —
6 unchanged sentences
Cash provided by financing activities 6,917 255
−Removed: Net increase (decrease) in cash and cash equivalents 4,790 ( 81 )
+Added: Net increase in cash and cash equivalents 3,479 14
Cash and cash equivalents at beginning of period 9 90
36 unchanged sentences
The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future.
−Removed: The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 27,392 in accumulated deficit through June 30, 2023.
+Added: The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 29,529 in accumulated deficit through September 30, 2023.
The Company has financed its working capital requirements to date through the issuance of equity and debt securities.
−Removed: As of June 30, 2023, the Company had cash of approximately $ 4,799 .
+Added: As of September 30, 2023, the Company had cash of approximately $ 3,488 .
In connection with signing the Merger Agreement, Vallon, Private GRI and the Investor entered the Equity SPA pursuant to which the Investor agreed to invest $ 12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of Private GRI common stock immediately prior to the consummation of the Merger.
2 unchanged sentences
On May 8, 2023, in accordance with the terms of the Equity SPA, the Company and the Investor authorized the escrow agent to, subject to beneficial ownership limitations, disburse to the Investor all of the shares of the Company’s common stock issued in exchange for the Additional Shares.
−Removed: Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents, which include the proceeds from the Equity SPA, will be sufficient to fund its operating expenses and capital expenditure requirements for twelve months from the date of the Merger (Note 4), not including the exercise of the Series T Warrants (the Series T Warrant Exercises).
+Added: Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the first quarter of 2024.
The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business activities, including its research and development program.
−Removed: The Company intends to raise capital through additional issuances of common stock and/or short-term or long-term notes, but there can be no assurances any such financing will be available when needed or that the Company’s research and development efforts will be successful.
+Added: The Series T Warrants issued in connection with the Merger are not presently subject to forced exercise by the Company as the equity conditions for their forced exercise, which include (among other things) a requirement that shares of the Company’s common stock have a value weighted average price of at least $ 9.21 per share for the periods specified in the Series T Warrants, are not met.
+Added: The Company intends to raise capital through additional issuances of equity securities and/or short-term or long-term debt arrangements, but there can be no assurances any such financing will be available when needed, even if the Company’s research and development efforts are successful.
If the Company is not able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its future operating requirements, it may be forced to reduce or discontinue its operations entirely.
−Removed: Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
+Added: Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
3 unchanged sentences
The December 31, 2022 balance sheet was derived from the Company’s audited financial statements.
−Removed: In the opinion of management, the unaudited interim financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2023, and the results of operations and stockholders’ deficit for the three and six months ended June 30, 2023 and 2022 and cash flows for the three and six months ended June 30, 2023 and 2022.
−Removed: Results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2023.
+Added: In the opinion of management, the unaudited interim financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2023, and the results of operations and stockholders’ equity (deficit) for the three and nine months ended September 30, 2023 and 2022 and cash flows for the three and nine months ended September 30, 2023 and 2022.
+Added: Results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2023.
The unaudited interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements.
3 unchanged sentences
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
−Removed: Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease.
−Removed: If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted
−Removed: in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.
+Added: Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations,
+Added: valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease.
+Added: If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate.
Cash and Cash Equivalents
−Removed: Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of June 30, 2023 and December 31, 2022 included investments in money market funds.
+Added: Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of September 30, 2023 and December 31, 2022 included investments in money market funds.
The Company maintains its cash and cash equivalent balances at domestic financial institutions.
Bank deposits with US banks are insured up to $ 250 by the Federal Deposits Insurance Corporation.
−Removed: The Company had an uninsured cash balances of $ 4,302 at June 30, 2023.
+Added: The Company had an uninsured cash balances of $ 2,988 at September 30, 2023.
The Company’s cash balance as of December 31, 2022 was fully insured.
6 unchanged sentences
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
−Removed: As of June 30, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants.
+Added: As of September 30, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants.
The carrying amounts reported in the balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments.
The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.
−Removed: At June 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.
+Added: At September 30, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.
In May 2022, Vallon issued warrants in connection with a securities purchase agreement.
4 unchanged sentences
The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable.
−Removed: The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the six months ended June 30, 2023.
+Added: The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the nine months ended September 30, 2023.
Deferred Stock Issuance Costs
2 unchanged sentences
Debt Discounts
−Removed: The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note
−Removed: modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method.
+Added: The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method.
Debt Issuance Costs
14 unchanged sentences
Basic and diluted net loss per common share are calculated by dividing the net loss by the applicable weighted-average number of common shares outstanding during the period.
−Removed: As the Company had a net loss in each of the three and six months ended June 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive.
+Added: As the Company had a net loss in each of the three and nine months ended September 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive.
Common stock equivalents excluded from the diluted net loss per common share calculations are as follows:
+Added: September 30,
Stock options 318,014 89,472
5 unchanged sentences
Recent Accounting Pronouncements
−Removed: The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2023 and each was determined to be either not applicable or expected to have minimal impact on these financial statements.
+Added: The Company considered the applicability and impact of all ASUs issued during the quarter ended September 30, 2023 and each was determined to be either not applicable or expected to have minimal impact on these financial statements.
MERGER WITH VALLON
5 unchanged sentences
2015 Equity Incentive Plan (the GRI Plan), whether or not vested, converted into and became an option to purchase shares of the Company’s common stock, and the Company assumed the GRI Plan and each such GRI Option in accordance with the terms of the GRI Plan (the Assumed Options).
−Removed: The number of shares of he Company’s common stock subject to each Assumed Option was determined by multiplying (i) the number of shares of Private GRI’s common stock that were subject to such GRI Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of he Company’s common stock.
−Removed: The per share exercise price for the he Company’s common stock issuable upon exercise of each Assumed Option was determined by dividing (A) the per share exercise price of such Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest whole cent.
+Added: The number of shares of the Company’s common stock subject to each Assumed Option was determined by multiplying (i) the number of shares of Private GRI’s common stock that were subject to such GRI Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of the Company’s common stock.
+Added: The per share exercise price for the Company’s common stock issuable upon exercise of each Assumed Option was determined by dividing (A) the per share exercise price of such Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest whole cent.
Any restriction on the exercise of any Assumed Option continued in full force and effect and the term, exercisability, vesting schedule, and any other provisions of such Assumed Option otherwise remained unchanged.
20 unchanged sentences
Total net liabilities assumed plus transaction costs $ ( 5,923 )
−Removed: In addition to the transactions costs noted above, at the Effective Time, 30,542 shares of the Company’s common stock were issued to Private GRI’s financial advisor for services related to the Merger.
+Added: In addition to the transaction costs noted above, at the Effective Time, 30,542 shares of the Company’s common stock were issued to Private GRI’s financial advisor for services related to the Merger.
FAIR VALUE MEASUREMENTS
9 unchanged sentences
The Company evaluates its hierarchy disclosures each reporting period.
−Removed: There were no transfers between Level 1, 2 and 3 during the six months ended June 30, 2023.
−Removed: The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2023:
+Added: There were no transfers between Level 1, 2 and 3 during the nine months ended September 30, 2023.
+Added: The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2023:
Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3)
1 unchanged sentence
Total liabilities $ — $ — $ 18
−Removed: The following table presents the changes is the fair value of the Level 3 liability:
+Added: The following table presents the changes in the fair value of the Level 3 liability:
Warrant Liability
1 unchanged sentence
Change in valuation ( 167 )
−Removed: Fair value as of June 30, 2023
+Added: Fair value as of September 30, 2023
The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following weighted-average assumptions:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Volatility 167.7 % 139.9 %
3 unchanged sentences
PROPERTY AND EQUIPMENT
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Computer equipment $ 21 $ 13
1 unchanged sentence
Accumulated depreciation ( 25 ) ( 22 )
−Removed: Depreciation expense related to property and equipment was $ 2 and $ 1 for the six months ended June 30, 2023 and 2022, respectively.
+Added: Depreciation expense related to property and equipment was $ 3 and $ 2 for the nine months ended September 30, 2023 and 2022, respectively.
ACCRUED EXPENSES
Accrued expenses consist of the following:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Research and development $ 75 $ —
17 unchanged sentences
The Bridge Notes were accounted for as share-settled debt under the accounting guidance in ASC 835-30 and, as such, the initial net carrying amounts were accreted to the redemption amounts using the effective interest method.
−Removed: The Company incurred debt issuance costs of $ 205 during the year ended December 31, 2022 and $ 90 during the six months ended June 30, 2023 related to its issuance of debt under the Bridge SPA.
+Added: The Company incurred debt issuance costs of $ 205 during the year ended December 31, 2022 and $ 90 during the nine months ended September 30, 2023 related to its issuance of debt under the Bridge SPA.
Unamortized debt discounts and debt issuance costs totaled $ 1,065 as of December 31, 2022.
−Removed: Interest expense stemming from amortization of debt discounts and issuance costs was $ 1,161 and $ 2,104 for the three and six months ended June 30, 2023, respectively.
+Added: Interest expense stemming from amortization of debt discounts and issuance costs was $ 2,104 for the nine months ended September 30, 2023.
In November 2018, Private GRI and TEP Biotech, LLC (TEP) entered into a convertible note and warrant purchase agreement pursuant to which TEP agreed to fund up to $ 5,000 to Private GRI in exchange for a convertible promissory note (the TEP Note) and a warrant to purchase up to 25,245 shares of Private GRI’s common stock at an exercise price of $ 0.27 per share.
15 unchanged sentences
As part of the conversion, the $ 4,150 of converted principal and accrued interest, along with $ 863 of related forfeited accrued interest through the conversion date, were credited to stockholders’ deficit.
−Removed: Interest expense recognized on the TEP Note was $ 107 and $ 210 for the three and six months ended June 30, 2022.
+Added: Interest expense recognized on the TEP Note was $ 142 and $ 352 for the three and nine months ended September 30, 2022.
STOCKHOLDERS’ EQUITY
17 unchanged sentences
Series T Warrants have a term of 24 months from the date all shares underlying Series T Warrants are freely tradable.
−Removed: The Company may force the exercise of the Series T Warrants subject to the satisfaction of certain equity conditions.
+Added: As noted in Note 2.
+Added: Liquidity , the Company may force the exercise of the Series T Warrants subject to the satisfaction of certain equity conditions.
The Equity Warrants include certain contingent cashless exercise features and contain certain other rights with regard to asset distributions and fundamental transactions.
The exercise price of the Series A-1 Warrants is subject to adjustment for certain dilutive issuances, and all of the Equity Warrants are subject to standard antidilution adjustments.
−Removed: All of the Equity Warrants were outstanding as of June 30, 2023.
+Added: All of the Equity Warrants were outstanding as of September 30, 2023.
The Equity Warrants were classified as equity and the allocated fair value of $ 5,675 is included in additional paid in capital.
3 unchanged sentences
The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $ 14.73 per share subject to adjustments for splits and recapitalization events.
−Removed: All of the Bridge Warrants were outstanding as of June 30, 2023.
+Added: All of the Bridge Warrants were outstanding as of September 30, 2023.
The Bridge Warrants were classified as equity and the allocated fair value of $ 2,860 is included in additional paid in capital.
1 unchanged sentence
The Advisor Warrants have a five-year term.
−Removed: All of the Advisor Warrants were outstanding as of June 30, 2023.
+Added: All of the Advisor Warrants were outstanding as of September 30, 2023.
The Advisor Warrants were classified as equity and the fair value of $ 18 is included in additional paid in capital.
4 unchanged sentences
Risk-free interest rate 4.37 %
−Removed: As of June 30, 2023, the Company had the following warrants outstanding to purchase common stock.
+Added: As of September 30, 2023, the Company had the following warrants outstanding to purchase common stock.
Number of Shares Exercise Price per Share Expiration Date
9 unchanged sentences
814,467 $ 12.28 24 months after registration date
+Added: ASSET PURCHASE AGREEMENT
+Added: On August 22, 2023, the Company entered into Asset Purchase Agreement (the Aardvark Agreement) with Aardvark Therapeutics, Inc.
+Added: (Aardvark), pursuant to which Aardvark agreed to purchase (i) the Company’s license agreement with Medice Arzneimittel Pűtter GmbH & Co.
+Added: KG, dated January 6, 2020, (ii) certain patents related to the Company’s ADAIR product candidate, and (iii) files (of contract manufacturing and FDA correspondence) for a formulation described in IND No.
+Added: 133072, ADAIR for the Treatment of ADHD and Narcolepsy, filed with the United States FDA.
+Added: Under the terms of the Aardvark Agreement, the Company received an upfront cash payment of $ 250 , which was recognized as other income.
+Added: The Company is also eligible to receive potential additional milestone payments contingent upon Aardvark achieving certain future ADAIR regulatory and sales milestones.
+Added: Other than the upfront payment, the Company does not anticipate the receipt of any milestone payments from Aardvark in the near term, which potential milestone payments may or may not be achieved, paid or received in the future.
+Added: The foregoing description of the Aardvark Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the text of the Aardvark Agreement that is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
STOCK-BASED COMPENSATION
3 unchanged sentences
Stock options granted under the Private GRI Plan generally had a contractual life of up to 10 years.
−Removed: Upon completion of the Merger, the Company assumed the Private GRI Plan and the outstanding and unexercised options issued thereunder, and ceased granting awards under the Private GRI Plan.
+Added: Upon completion of the Merger, the Company assumed the Private GRI Plan and 89,472 outstanding and unexercised options issued thereunder, and ceased granting awards under the Private GRI Plan.
Amended and Restated 2018 Equity Incentive Plan
5 unchanged sentences
The A&R 2018 Plan provides the Company with the ability to grant stock options, restricted stock and other equity-based awards to employees, directors and consultants.
−Removed: Stock options granted by Vallon generally have a contractual life of up to 10 years.
−Removed: As of June 30, 2023, 100,459 shares of the Company's common stock were authorized to be issued under the A&R 2018 Plan, and 116,207 shares were reserved for future awards under the A&R 2018 Plan.
−Removed: The Company recorded stock-based compensation related to stock options issued under the A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the three and six months ended June 30, 2023 and 2022:
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years.
+Added: As of September 30, 2023, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 228,542 shares of the Company's common stock were outstanding and 216,666 shares of the Company’s common stock were reserved for issuance under the A&R 2018 Plan.
+Added: The number of shares reserved for issuance under the A&R 2018 Plan may be increased pursuant to the A&R 2018 Plan’s “evergreen” provision on the first day of each calendar year beginning January 1, 2024 and ending on and including January 1, 2033, by a number of shares not to exceed 4% of the aggregate number of shares of the Company’s common stock outstanding on the final day of the immediately preceding calendar year.
+Added: The Company recorded stock-based compensation related to stock options issued under the Private GRI Plan and the A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the three and nine months ended September 30, 2023 and 2022:
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2023 2022 2023 2022
3 unchanged sentences
The Company measures equity-based awards granted to employees and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award.
−Removed: The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period, which is the vesting period for certain
−Removed: performance-based awards.
+Added: The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period, which is the vesting period for certain performance-based awards.
The Company records expense for performance-based awards if it concludes that it is probable that the performance condition will be achieved.
−Removed: The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2023:
+Added: The table below represents the activity of stock options granted to employees and non-employees for the nine months ended September 30, 2023:
Number of options Weighted average exercise price Weighted average remaining contractual term (years)
Outstanding at December 31, 2022 112,612 $ 39.77 4.71
+Added: Granted 221,265 $ 2.38
Exercised — —
Forfeited/Cancelled ( 15,863 ) $ 128.13
−Removed: Outstanding at June 30, 2023 100,459 $ 28.75 4.73
−Removed: Exercisable at June 30, 2023 100,459 $ 28.75 4.73
+Added: Outstanding at September 30, 2023 318,014 $ 9.35 7.92
+Added: Exercisable at September 30, 2023 318,014 $ 9.35 7.92
The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions:
−Removed: For the Six Months Ended June 30, 2022
+Added: For the Nine Months Ended September 30,
Volatility 129.54 % 90.39 %
3 unchanged sentences
Fair value of option on grant date $ 2.13 $ 3.86
−Removed: No options were granted during the six months ended June 30, 2023.
−Removed: As of June 30, 2023, the unrecognized compensation cost related to unvested stock options expected to vest was $ 280 .
+Added: As of September 30, 2023, the unrecognized compensation cost related to unvested stock options expected to vest was $ 424 .
This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 3.16 years.
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.