What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 96 added, 69 removed, 273 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Assets (unaudited)

17 unchanged sentences

Common stock, 0.0001 par value;

250,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

525,358 and 525,485 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

250,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

2,496,800 and 525,485 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating expenses:

13 unchanged sentences

(in thousands, except shares)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Common Stock Additional

6 unchanged sentences

Balance,March 31, 2025 (unaudited) 525,358 $ — $ 43,991 $ ( 42,786 ) $ 1,205

525,358 $ — $ 43,991 $ ( 42,786 ) $ 1,205

Three Months Ended March 31, 2024

Stock-based compensation — — 41 — 41

Issuance of common stock and prefunded warrants in financing 1,388,888 — 4,143 — 4,143

Issuance of common stock 582,554 — 825 — 825

Net loss — — — ( 2,892 ) ( 2,892 )

Balance, June 30, 2025 (unaudited) 2,496,800 $ — $ 49,000 $ ( 45,678 ) $ 3,322

Six Months Ended June 30, 2024

Common Stock Additional

8 unchanged sentences

Balance, March 31, 2024 (unaudited) 14,450 $ — $ 36,218 $ ( 33,420 ) $ 2,798

14,450 $ — $ 36,218 $ ( 33,420 ) $ 2,798

Stock-based compensation — — 37 — 37

Fractional share adjustment ( 11 ) — — — —

Issuance of common stock 20,816 — 4,134 — 4,134

Prefunded warrant exercise 11,905 — — — —

Net loss — — — ( 2,250 ) ( 2,250 )

Balance, June 30, 2024 (unaudited) 47,160 $ — $ 40,389 $ ( 35,670 ) $ 4,719

See accompanying notes to unaudited interim consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

13 unchanged sentences

Proceeds from issuance of common stock in financing transactions 5,000 9,499

Proceeds from issuance of common stock under ATM facility 941 961

Payment for fractional shares in connection with reverse stock split ( 1 ) —

Payment of deferred stock issuance costs ( 10 ) ( 1,014 )

Cash (used in) provided by financing activities ( 11 ) 4,486

Net (decrease) increase in cash and cash equivalents ( 1,747 ) 2,283

Payment of stock issuance costs

( 944 ) ( 1,571 )

Cash provided by financing activities 4,996 8,889

Net increase in cash and cash equivalents 94 4,545

Cash and cash equivalents at beginning of period 5,028 1,808

1 unchanged sentence

Supplemental disclosure of non-cash financing activities:

Recognition of right-of-use assets and lease liabilities $ — $ 152

Deferred stock issuance costs in accounts payable and accrued expenses $ 29 $ 367

Issuance of warrants for payment of stock issuance costs $ 123 $ —

See accompanying notes to unaudited interim consolidated financial statements.

11 unchanged sentences

Recapitalization

On January 29, 2024, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-seven (the January 2024 Reverse Stock Split).

On January 29, 2024, the Company effected a reverse stock split of its common stock, par value $ 0.0001 per share (the Common Stock), at a ratio of one-for-seven (the January 2024 Reverse Stock Split).

On June 17, 2024, the Company effected a reverse stock split of its Common Stock at a ratio of one-for-thirteen (the June 2024 Reverse Stock Split).

3 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.

The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 42,786 in accumulated deficit through March 31, 2025.

The Company has incurred operating losses since its inception in 2009 and as a result has incurred $ 45,678 in accumulated deficit through June 30, 2025.

The Company has financed its working capital requirements to date through the issuance of equity and debt securities.

As of March 31, 2025, the Company had cash of approximately $ 3,281 .

On February 1, 2024, the Company entered into a securities purchase agreement (the February 2024 Purchase Agreement), pursuant to which the Company agreed to issue and sell, Common Stock, pre-funded warrants and common warrants in a public offering (the February 2024 Offering) for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

As of June 30, 2025, the Company had cash of approximately $ 5,122 .

On February 1, 2024, the Company entered into a securities purchase agreement (the February 2024 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants in a public offering (the February 2024 Offering) for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

On May 20, 2024, the Company entered into an At The Market Offering Agreement (the Sales Agreement) with H.C.

1 unchanged sentence

Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement.

As of March 31, 2025, the Company has sold 325,618 shares of Common Stock in the ATM Offering at a weighted-average price of $ 11.07 per share, raising $ 3,605 of gross proceeds and net proceeds of $ 3,467 , after deducting commissions to the sales agent and other ATM Offering related expenses.

On June 26, 2024, the Company entered into a securities purchase agreement (the June 2024 Purchase Agreement), pursuant to which the Company agreed to issue and sell Common Stock, pre-funded warrants and common warrants, in a public offering (the June 2024 Offering), for net proceeds of $ 3,172 , after deducting offering expenses of $ 1,057 .

On October 21, 2024, the Company entered into letter agreements (the Repricing Letter Agreements) with certain holders (the Holders) of certain of its issued and outstanding common warrants to purchase shares of its Common Stock, offering these Holders the opportunity to exercise all of their common warrants for cash at a reduced exercise price.

On June 26, 2024, the Company entered into a securities purchase agreement (the June 2024 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the June 2024 Offering), for net proceeds of $ 3,172 , after deducting offering expenses of $ 1,057 .

On October 21, 2024, the Company entered into letter agreements (the Repricing Letter Agreements) with certain holders (the Holders) of certain of its issued and outstanding common warrants to purchase shares of its Common Stock, pursuant to which these Holders exercised their common warrants for cash at a reduced exercise price.

In addition, these Holders received new unregistered common warrants.

The net proceeds to the Company from the exercise of the common warrants were $ 609 , after deducting placement agent fees and offering expenses of $ 154 .

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 through the third quarter of 2025.

On April 1, 2025, the Company entered into a securities purchase agreement (the April 2025 Purchase Agreement), pursuant to which the Company issued and sold Common Stock, pre-funded warrants and common warrants, in a public offering (the April 2025 Offering), for net proceeds of $ 4,020 , after deducting offering expenses of $ 979 .

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.

8 unchanged sentences

The December 31, 2024 balance sheet was derived from the Company’s audited consolidated financial statements.

In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2025, and the consolidated results of operations and consolidated stockholders’ deficit for the three months ended March 31, 2025 and 2024 and consolidated cash flows for the three months ended March 31, 2025 and 2024.

Consolidated results of operations for the three months ended March 31, 2025, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025.

In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2025, and the consolidated results of operations and consolidated stockholders’ equity for the three and six months ended June 30, 2025 and 2024 and consolidated cash flows for the six months ended June 30, 2025 and 2024.

Consolidated results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2025.

The unaudited interim consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual consolidated financial statements.

7 unchanged sentences

Estimates and assumptions are primarily made in relation to the valuation of share options, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, accrued expenses and estimation of the incremental borrowing rate for the operating lease.

If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s consolidated results of operations could either benefit from, or be adversely affected by, any such change in estimate.

If actual results differ from the

Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s consolidated results of operations could either benefit from, or be adversely affected by, any such change in estimate.

Fair Value Measurements

5 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).

As of March 31, 2025, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants.

As of June 30, 2025, 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 consolidated 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.

At March 31, 2025, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants.

At June 30, 2025, 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 Pharmaceuticals, Inc.

5 unchanged sentences

The valuation of the May 2022 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.

The change in the fair value of the Level 3 warrant liability is reflected in the consolidated statement of operations for the three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024, the fair value of the warrant liability was immaterial.

The change in the fair value of the Level 3 warrant liability is reflected in the consolidated statements of operations for the three and six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, the fair value of the warrant liability was immaterial.

Deferred Stock Issuance Costs

3 unchanged sentences

Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period.

For the three-month period ended March 31, 2024, basic net loss per common share includes the weighted average of the February 2024 Pre-Funded Warrants (as defined below).

For the six-month period ended June 30, 2024, basic net loss per common share includes the weighted average of the June 2024 Pre-Funded Warrants (as defined below).

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during each period, plus the dilutive effect of common stock equivalents outstanding during each period, in accordance with ASC 260, Earnings Per Share .

As the Company had a net loss in each of the three months ended March 31, 2025 and 2024, 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 .

As the Company had a net loss in each of the three and six months ended June 30, 2025 and 2024, 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:

3 unchanged sentences

Recent Accounting Pronouncements

The Company considered the applicability and impact of all ASUs issued during the quarter ended March 31, 2025.

The Company considered the applicability and impact of all ASUs issued during the quarter ended June 30, 2025.

ASUs not discussed below were assessed and determined to be either not applicable or expected to have minimal impact on these unaudited interim consolidated financial statements

7 unchanged sentences

PROPERTY AND EQUIPMENT

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Computer equipment $ 21 $ 21

1 unchanged sentence

Accumulated depreciation ( 32 ) ( 30 )

Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended March 31, 2025 and 2024.

Depreciation expense related to property and equipment was $ 1 in each of the three-month periods ended June 30, 2025 and 2024 and $ 2 in each of the six-month periods ended June 30, 2025 and 2024.

ACCRUED EXPENSES

Accrued expenses consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Research and development $ 550 $ 342

4 unchanged sentences

February 2024 Securities Purchase Agreement

On February 1, 2024, the Company entered into the February 2024 Purchase Agreement, pursuant to which the Company agreed to issue and sell, in the February 2024 Offering, (i) 1,495 shares (the February 2024 Shares) of Common Stock, (ii) 21,131 pre-funded warrants (the February 2024 Pre-Funded Warrants) exercisable for an aggregate of 21,131 shares of Common Stock, (iii) 22,631 Series B-1 common warrants (the Series B-1 Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock and (iv) 22,631 Series B-2 common warrants (the Series B-2 Common Warrants and together with the Series B-1 Common Warrants, the Series B Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

On February 1, 2024, the Company entered into the February 2024 Purchase Agreement, pursuant to which the Company sold, in the February 2024 Offering, (i) 1,495 shares (the February 2024 Shares) of Common Stock, (ii) 21,131 pre-funded warrants (the February 2024 Pre-Funded Warrants) exercisable for an aggregate of 21,131 shares of Common Stock, (iii) 22,631 Series B-1 common warrants (the Series B-1 Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock and (iv) 22,631 Series B-2 common warrants (the Series B-2 Common Warrants and together with the Series B-1 Common Warrants, the Series B Common Warrants) exercisable for an aggregate of 22,631 shares of Common Stock for net proceeds of $ 4,389 , after deducting offering expenses of $ 1,110 .

The Series B Common Warrants together with the February 2024 Pre-Funded Warrants are referred to in this Quarterly Report on Form 10-Q (the Quarterly Report) as the “February 2024 Warrants.” The securities were offered in combinations of (a) one February 2024 Share or one February 2024 Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $ 243.10 (less $ 0.0221 for each February 2024 Pre-Funded Warrant).

4 unchanged sentences

The February 2024 Warrants were classified as equity and the allocated fair value of $ 4,279 is included in additional paid-in capital.

As of March 31, 2025, all of the February 2024 Pre-Funded Warrants have been exercised.

As of June 30, 2025, all of the February 2024 Pre-Funded Warrants have been exercised.

In connection with the issuance of the securities pursuant to the February 2024 Purchase Agreement, the exercise price of the Company’s previously outstanding Series A-1 Warrants was reduced to par, or $ 0.0001 , per share pursuant to the terms of the Series A-1 Warrants.

As of March 31, 2025, all of the Series A-1 Warrants have been exercised.

As of June 30, 2025, all of the Series A-1 Warrants have been exercised.

May 2024 At The Market Offering

1 unchanged sentence

Under the Sales Agreement, Wainwright is entitled to compensation of 3.0 % of the gross offering proceeds of all shares of Common Stock sold through it pursuant to the Sales Agreement.

As of June 30, 2025, the Company has sold 908,172 shares of Common Stock in the ATM Offering at a weighted-average price of $ 5.01 per share, for net proceeds of $ 4,292 , after deducting commissions to the sales agent and other ATM Offering related expenses of $ 254 , of which 582,554 shares of Common Stock were sold during the quarter ended June 30, 2025, for gross proceeds of $ 941 and net proceeds of $ 825 .

On May 23, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 1,671 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 3,605 that were sold under the ATM Offering through March 31, 2025, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3.

333-279348) to increase the amount of shares of Common Stock that the Company may offer and sell under the Sales Agreement and applicable registration statement to an aggregate offering price of up to $ 1,759 , which amount does not include the shares of Common Stock having an aggregate gross sales price of approximately $ 4,546 that were sold under the ATM Offering through May 22, 2025, in accordance with the limitations set forth in Instruction I.B.6 of Form S-3.

June 2024 Securities Purchase Agreement

1 unchanged sentence

The Series C Common Warrants together with the June 2024 Pre-Funded Warrants are referred to in this Quarterly Report as the “June 2024 Warrants.” The securities were offered in combinations of (a) one June 2024 Share or one June 2024 Pre-Funded Warrant, together with (b) one Series C-1 Common Warrant and one Series C-2 Common Warrant, for a combined purchase price of $ 31.11 (less $ 0.0017 for each June 2024 Pre-Funded Warrant).

The June 2024 Pre-Funded Warrants were exercisable for one share of Common Stock at a price per share of $ 0.0017 , were exercisable immediately and have been exercised in full as of March 31, 2025.

The June 2024 Pre-Funded Warrants were exercisable for one share of Common Stock at a price per share of $ 0.0017 , were exercisable immediately and have been exercised in full as of June 30, 2025.

Each Series C-1 Common Warrant is exercisable into one share of Common Stock at a price per share of $ 31.11 for a five-year period beginning after September 6, 2024.

5 unchanged sentences

October 2024 Repricing Letter Agreement

On October 21, 2024, the Company entered into the Repricing Letter Agreements with certain Holders of its issued and outstanding Series B Common Warrants to purchase an aggregate of 44,842 shares of its Common Stock, offering these Holders the opportunity to exercise all of their Series B Common Warrants for cash at a reduced exercise price equal to $ 17.00 per share.

On October 21, 2024, the Company entered into the Repricing Letter Agreements with certain Holders of its issued and outstanding Series B Common Warrants to purchase an aggregate of 44,842 shares of its Common Stock, offering pursuant to which these Holders exercised Series B Common Warrants for cash at a reduced exercise price equal to $ 17.00 per share.

In addition, these Holders received new unregistered Series D-1 common warrants (the Series D-1 Common Warrants) exercisable for up to an aggregate of 44,839 shares of Common Stock and new unregistered Series D-2 common warrants (the Series D-2 Common Warrants and, together with the Series D-1 Common Warrants, the Series D Common Warrants) exercisable for up to an aggregate of 44,839 shares of Common Stock.

8 unchanged sentences

The issuance under the Repricing Letter Agreements represented $ 1,526 in additional value provided to the investors, which was recorded as a deemed dividend to common stockholders.

As of March 31, 2025, the Company had the following warrants outstanding to purchase Common Stock:

April 2025 Securities Purchase Agreement

On April 1, 2025, the Company entered into the April 2025 Purchase Agreement, pursuant to which the Company issued and sold, in the April 2025 Offering, (i) 202,000 shares (the April 2025 Shares) of Common Stock, (ii) 1,186,888 pre-funded warrants (the April 2025 Pre-Funded Warrants) exercisable for an aggregate of 1,186,888 shares of Common Stock, (iii) 1,388,888 Series E-1 common stock warrants (the Series E-1 Common Warrants) to purchase up to 1,388,888 shares of Common Stock, (iv) 1,388,888 Series E-2 common stock warrants (the Series E-2 Common Warrants) to purchase up to 1,388,888 shares of Common Stock, and (v) 1,388,888 Series E-3 common stock warrants (the Series E-3 Common Warrants, and collectively with the Series E-1 Warrants and the Series E-2 Warrants, the Series E Common Warrants) to purchase up to 1,388,888 shares of Common Stock, for net proceeds of $ 4,020 , after deducting offering expenses of $ 979 .

The April 2025 Offering closed on April 2, 2025.

The securities were offered in combinations of (a) one April 2025 Share or one April 2025 Pre-Funded Warrant, together with (b) one Series E-1 Common Warrant, one Series E-2 Common Warrant and one Series E-3 Common Warrant, for a combined purchase price of $ 3.60 (less $ 0.0001 for each April 2025 Pre-Funded Warrant).

The April 2025 Pre-Funded Warrants had an exercise price of $ 0.0001 per share, became exercisable immediately upon issuance and expired when exercised in full.

Each Series E Common Warrant has an exercise price of $ 3.20 per share and became exercisable immediately upon issuance.

The Series E-1 Common Warrants expire April 2, 2030.

The Series E-2 Common Warrants expire on October 2, 2026.

The Series E-3 Common Warrants expire on January 2, 2026.

As of June 30, 2025, the April 2025 Pre-Funded Warrants have been exercised in full.

Wainwright acted as the exclusive placement agent for the April 2025 Offering pursuant to an engagement agreement between the Company and Wainwright dated as of March 7, 2025.

As compensation for such placement agent services, the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0 % of the gross proceeds received by the Company from the offering, plus a management fee equal to 1.0 % of the gross proceeds received by the Company from the offering, reimbursement for accountable expenses of $ 25,000 , reimbursement of up to $ 100,000 for legal fees and expenses and other out-of-pocket expenses and up to $ 15,950 for the clearing expenses.

The Company also issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 97,222 shares of Common Stock (the April 2025 PA Warrants).

The April 2025 PA Warrants became exercisable immediately upon issuance, expire on April 1, 2030, and have an exercise price of $ 4.50 per share.

The April 2025 PA Warrants were classified as equity and the fair value of $ 123 is included in additional paid-in capital.

The Company determined that the amount paid for the April 2025 Pre-Funded Warrants approximates their fair value.

The Black-Scholes option-pricing model was used to estimate the fair value of the Series E Common Warrants and the April 2025 PA Warrants with the following weighted-average assumptions:

Expected term in years

Dividend rate

Risk-free interest rate

As of June 30, 2025, the Company had the following warrants outstanding to purchase Common Stock:

Number of Shares Exercise Price per Share Expiration Date

210 $ 243.10 August 2025

1,388,888 $ 3.20 January 2026

9 $ 464,100.00 February 2026

1 unchanged sentence

44,839 $ 17.00 April 2026

1,388,888 $ 3.20 October 2026

16 $ 43,548.05 May 2027

6 unchanged sentences

3,140 $ 21.25 October 2029

1,388,888 $ 3.20 April 2030

97,222 $ 4.50 April 2030

STOCK-BASED COMPENSATION

4 unchanged sentences

Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years.

As of March 31, 2025, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 21,270 shares of the Company's Common Stock were outstanding and 21,275 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan.

As of June 30, 2025, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 21,270 shares of the Company's Common Stock were outstanding and 21,275 shares of the Company’s Common Stock were reserved for issuance under the A&R 2018 Plan.

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.

The Company recorded stock-based compensation related to equity-based awards issued under the A&R 2018 Plan in the following expense categories of its accompanying consolidated statements of operations for the three months ended March 31, 2025 and 2024:

For the Three Months Ended

June 30, For the Six Months Ended

2025 2024 2025 2024

Research and development $ — $ — $ 25 $ —

5 unchanged sentences

The Company records expense for performance-based awards if the Company concludes that it is probable that the performance condition will be achieved.

The table below represents the activity of stock options granted to employees and non-employees for the three months ended March 31, 2025:

The table below represents the activity of stock options granted to employees and non-employees for the six months ended June 30, 2025:

Number of options Weighted-average exercise price Weighted-average remaining contractual term (years)

3 unchanged sentences

Forfeited/cancelled — —

Outstanding at March 31, 2025 21,270 $ 40.80 9.81

Exercisable at March 31, 2025 21,196 $ 28.71 9.81

Vested and expected to vest at March 31, 2025 21,270 $ 40.80 9.81

As of March 31, 2025, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value.

As of March 31, 2025, the unrecognized compensation cost related to unvested stock options expected to vest was $ 214 .

Outstanding at June 30, 2025 21,270 $ 40.80 9.56

Exercisable at June 30, 2025 21,208 $ 30.83 9.56

Vested and expected to vest at June 30, 2025 21,270 $ 40.80 9.56

As of June 30, 2025, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value.

As of June 30, 2025, the unrecognized compensation cost related to unvested stock options expected to vest was $ 174 .

This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 0.78 years.

The Company granted 21,128 stock options to its employees and non-employee directors during the three months ended March 31, 2025.

The Company granted 21,128 stock options to its employees and non-employee directors during the six months ended June 30, 2025.

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:

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Volatility 110.94 %

3 unchanged sentences

Fair value of option on grant date $ 9.43

No equity-based awards were granted during the three-month period ended March 31, 2024.

No equity-based awards were granted during the six-month period ended June 30, 2024.

SEGMENT REPORTING

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SUBSEQUENT EVENTS

On April 1, 2025, the Company entered into a securities purchase agreement (the April 2025 Purchase Agreement), pursuant to which the Company agreed to sell, in a public offering (the April 2025 Offering), (i) 202,000 shares (the April 2025 Shares) of Common Stock, (ii) 1,186,888 pre-funded warrants (the April 2025 Pre-Funded Warrants) exercisable for an aggregate of 1,186,888 shares of Common Stock, (iii) 1,388,888 Series E-1 common stock warrants (the Series E-1 Common Warrants) to purchase up to 1,388,888 shares of Common Stock, (iv) 1,388,888 Series E-2 common stock warrants (the Series E-2 Common Warrants) to purchase up to 1,388,888 shares of Common Stock, and (v) 1,388,888 Series E-3 common stock warrants (the Series E-3 Common Warrants, and collectively with the Series E-1 Warrants and the Series E-2 Warrants, the Series E Common Warrants) to purchase up to 1,388,888 shares of Common Stock, for gross proceeds of $ 5,000 , before deducting offering expenses.

The April 2025 Offering closed on April 2, 2025.

The April 2025 Pre-Funded Warrants have an exercise price of $ 0.0001 per share, become exercisable immediately upon issuance and expire when exercised in full.

Each Series E Common Warrant has an exercise price of $ 3.20 per share and became exercisable immediately upon issuance.

The Series E-1 Common Warrants expire April 2, 2030.

The Series E-2 Common Warrants expire on October 2, 2026.

The Series E-3 Common Warrants expire on January 2, 2026.

Wainwright acted as the exclusive placement agent for the April 2025 Offering pursuant to an engagement agreement between the Company and Wainwright dated as of March 7, 2025.

The Company also issued to Wainwright, or its designees, warrants to purchase up to an aggregate of 97,222 shares of Common Stock (the April 2025 PA Warrants).

The April 2025 PA Warrants became exercisable immediately upon issuance, expire on April 1, 2030, and have an exercise price of $ 4.50 per share.

As discussed in Note 6, “Stockholders’ Equity” to these unaudited interim consolidated financial statements, on May 5, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No.

Since March 31, 2025, the Company has sold shares of Common Stock with an aggregate gross sales price of $ 399 .

As of the date of the filing of this Quarterly Report considering the net proceeds from the April 2025 Offering and the net proceeds from the Sales Agreement for sales occurring since March 31, 2025, the Company’s stockholders’ equity is greater than $ 2.5 million.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025.

The Company is in the process of assessing the impact of this legislation on its financial statements.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

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