What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-12 · 77 added, 75 removed, 497 unchanged (23% of the section changed)

4 unchanged sentences

(In thousands, except share data)

September 30,

2024 December 31,

2 unchanged sentences

Marketable securities

16,347 27,942

Prepaid and other current assets 1,836 3,389

14 unchanged sentences

issued 8,320,338

and 8,150,635 shares at June 30, 2024 and December 31, 2023, respectively;

outstanding, 8,321,061 and 8,149,897 shares at June 30, 2024 and December 31, 2023,

and 8,150,635 shares at September 30, 2024 and December 31, 2023, respectively;

outstanding, 8,319,600 and 8,149,897 shares at September 30, 2024 and December 31, 2023,

Additional paid-in capital 577,878 576,971

Treasury stock, at cost;

738 shares at June 30, 2024 and December 31, 2023

738 shares at September 30, 2024 and December 31, 2023

( 708 ) ( 708 )

11 unchanged sentences

(In thousands, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

25 unchanged sentences

(In thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Other comprehensive gain (loss):

Available for sale securities - net unrealized gain (loss) 4 12 ( 9 ) 1

Available for sale securities - net unrealized gain 12 — 3 1

Cumulative translation adjustment arising during the period 33 ( 50 ) 7 ( 72 )

17 unchanged sentences

Shares Amount

Balance at March 31, 2023 7,999 $ 8 $ 575,137 $ ( 52 ) $ ( 513,428 ) $ ( 708 ) $ 60,957 $ ( 254 ) $ 60,703

Balance at June 30, 2023 8,133 $ 8 $ 576,173 $ ( 50 ) $ ( 517,455 ) $ ( 708 ) $ 57,968 $ ( 254 ) $ 57,714

Net loss — — — — ( 5,261 ) — ( 5,261 ) — ( 5,261 )

Share-based compensation 7 — 301 — — — 301 — 301

Net proceeds from issuance of common stock 76 — 297 — — — 297 — 297

Proceeds from option exercises 83 — 155 — — — 155 — 155

Unrealized gain on marketable securities — — — 12 — — 12 — 12

Foreign currency translation adjustment — — — ( 50 ) — — ( 50 ) — ( 50 )

Balance at June 30, 2023 8,133 $ 8 $ 576,173 $ ( 50 ) $ ( 517,455 ) $ ( 708 ) $ 57,968 $ ( 254 ) $ 57,714

Balance at September 30, 2023 8,140 $ 8 $ 576,474 $ ( 100 ) $ ( 522,716 ) $ ( 708 ) $ 52,958 $ ( 254 ) $ 52,704

Common Stock Additional

14 unchanged sentences

Foreign currency translation adjustment — — — ( 72 ) — — ( 72 ) — ( 72 )

Balance at June 30, 2023 8,133 $ 8 $ 576,173 $ ( 50 ) $ ( 517,455 ) $ ( 708 ) $ 57,968 $ ( 254 ) $ 57,714

Balance at September 30, 2023 8,140 $ 8 $ 576,474 $ ( 100 ) $ ( 522,716 ) $ ( 708 ) $ 52,958 $ ( 254 ) $ 52,704

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Shares Amount

Balance at March 31, 2024 8,308 $ 8 $ 577,283 $ ( 104 ) $ ( 533,482 ) $ ( 708 ) $ 42,997 $ ( 254 ) $ 42,743

Balance at June 30, 2024 8,322 $ 8 $ 577,552 $ ( 77 ) $ ( 538,526 ) $ ( 708 ) $ 38,249 $ ( 254 ) $ 37,995

Net loss — — — — ( 4,930 ) — ( 4,930 ) — ( 4,930 )

Share-based compensation ( 2 ) — 326 — — — 326 — 326

Net proceeds from issuances of common stock 14 — 32 — — — 32 — 32

Unrealized gain on marketable securities — — — 12 — — 12 — 12

Foreign currency translation adjustment — — — 33 — — 33 — 33

Balance at June 30, 2024 8,322 $ 8 $ 577,552 $ ( 77 ) $ ( 538,526 ) $ ( 708 ) $ 38,249 $ ( 254 ) $ 37,995

Balance at September 30, 2024 8,320 $ 8 $ 577,878 $ ( 32 ) $ ( 543,456 ) $ ( 708 ) $ 33,690 $ ( 254 ) $ 33,436

Common Stock Additional

10 unchanged sentences

Net proceeds from issuances of common stock 14 — 32 — — — 32 — 32

Unrealized loss on marketable securities — — — ( 9 ) — — ( 9 ) — ( 9 )

Unrealized gain on marketable securities — — — 3 — — 3 — 3

Foreign currency translation adjustment — — — 7 — — 7 — 7

Balance at June 30, 2024 8,322 $ 8 $ 577,552 $ ( 77 ) $ ( 538,526 ) $ ( 708 ) $ 38,249 $ ( 254 ) $ 37,995

Balance at September 30, 2024 8,320 $ 8 $ 577,878 $ ( 32 ) $ ( 543,456 ) $ ( 708 ) $ 33,690 $ ( 254 ) $ 33,436

LISATA THERAPEUTICS, INC.

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

22 unchanged sentences

Effect of exchange rate changes on cash 10 60

Net increase (decrease) in cash and cash equivalents 5,700 ( 8,464 )

Net (decrease) increase in cash and cash equivalents ( 3,084 ) 274

Cash and cash equivalents at beginning of period 22,593 32,154

7 unchanged sentences

(together with its subsidiaries, the “Company”) is a clinical-stage pharmaceutical company dedicated to the discovery, development, and commercialization of innovative therapies for the treatment of solid tumors and other major diseases.

The Company's investigational product, certepetide (LSTA1), is designed to activate a novel uptake pathway that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to target and penetrate solid tumors more effectively.

Certepetide actuates this active transport system in a tumor-specific manner, resulting in systemically co-administered anti-cancer drugs more efficiently penetrating and accumulating in the tumor, while normal tissues are expected to be unaffected.

Certepetide has also been shown to modify the tumor microenvironment (“TME”) by reducing T-regulatory cells and augmenting cytotoxic T cells, thereby making tumors more susceptible to immunotherapies and inhibiting the metastatic cascade (i.e., the spread of cancer to other parts of the body).

The Company's investigational product, certepetide (formerly known as LSTA1 or CEND-1), is designed to activate a novel uptake pathway that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to target and penetrate solid tumors more effectively.

Certepetide has also been shown to modify the tumor microenvironment (“TME”) by reducing T-regulatory cells and augmenting cytotoxic T cells, thereby making tumors more susceptible to immunotherapies while also inhibiting the metastatic cascade (i.e., the spread of cancer to other parts of the body).

The Company and its collaborators have amassed significant non-clinical data demonstrating enhanced delivery of a range of existing and emerging anti-cancer therapies, including chemotherapeutics, immunotherapies, and RNA-based therapeutics.

8 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2024, and the results of its operations and its cash flows for the periods presented.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2024, and the results of its operations and its cash flows for the periods presented.

The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 included in our 2023 Form 10-K.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Use of Estimates

79 unchanged sentences

The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 5.00 years.

Amortization expense was $ 18 thousand and $ 35 thousand for the three and six months ended June 30, 2024, respectively, and $ 18 thousand and $ 35 thousand for the three and six months ended June 30, 2023, respectively.

Amortization expense was $ 18 thousand and $ 53 thousand for the three and nine months ended September 30, 2024, respectively, and $ 18 thousand and $ 53 thousand for the three and nine months ended September 30, 2023, respectively.

The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable.

15 unchanged sentences

If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

There was no revenue recognized for the three and six months ended June 30, 2024 and 2023.

There was no revenue recognized for the three and nine months ended September 30, 2024 and 2023.

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method.

4 unchanged sentences

Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance.

For the three and six months ended June 30, 2024 and June 30, 2023, the Company has not recognized revenue related to milestones.

For the three and nine months ended September 30, 2024 and September 30, 2023, the Company has not recognized revenue related to milestones.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

2 unchanged sentences

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

2 unchanged sentences

Money market funds 9,486 — — 9,486 4,268 — — 4,268

Agency bonds 2,221 1 — 2,222 — — — —

Treasury bills 3,460 — ( 2 ) 3,458 — — — —

Municipal debt securities 513 — — 513 622 — — 622

2 unchanged sentences

The following table summarizes the classification of the available-for-sale securities in the Company's Consolidated Balance Sheets (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cash equivalents $ 13,954 $ 16,715

2 unchanged sentences

The following table summarizes our portfolio of available-for-sale securities by contractual maturity (in thousands):

June 30, 2024

September 30, 2024

Amortized Cost Estimated Fair Value

4 unchanged sentences

Property and equipment consisted of the following (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Computer equipment 589 589

3 unchanged sentences

Property and equipment, net $ 96 $ 175

The Company’s results included depreciation expense of approximately $ 56 thousand and $ 60 thousand for the six months ended June 30, 2024 and 2023, respectively.

The Company’s results included depreciation expense of approximately $ 79 thousand and $ 89 thousand for the nine months ended September 30, 2024 and 2023, respectively.

Note 5 – Income (Loss) Per Share

For the six months ended June 30, 2024 and 2023, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At June 30, 2024 and 2023, the Company excluded the following potentially dilutive securities (in thousands):

For the nine months ended September 30, 2024 and 2023, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At September 30, 2024 and 2023, the Company excluded the following potentially dilutive securities (in thousands):

Stock options 1,454 1,321

9 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 were as follows (in thousands):

June 30, 2024 December 31, 2023

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30, 2024 December 31, 2023

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

2 unchanged sentences

$ 13,954 $ 16,347 $ — $ 30,301 $ 16,715 $ 27,942 $ — $ 44,657

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value as of June 30, 2024 and December 31, 2023, due to the short maturity nature of these items.

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value as of September 30, 2024 and December 31, 2023, due to the short maturity nature of these items.

Note 7 – Accrued Liabilities

Accrued liabilities as of June 30, 2024 and December 31, 2023 were as follows (in thousands):

June 30, 2024 December 31, 2023

Accrued liabilities as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30, 2024 December 31, 2023

Salaries, employee benefits and related taxes $ 2,129 $ 2,665

12 unchanged sentences

Operating lease liabilities and right-of-use assets were recorded in the following captions of our balance sheet as follows (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Right-of-Use Assets:

5 unchanged sentences

Total Operating Lease Liabilities $ 181 $ 305

As of June 30, 2024, the weighted average remaining lease term for our operating lease was 1.25 years, and the weighted average discount rate for our operating lease was 9.625 %.

As of September 30, 2024, the weighted average remaining lease term for our operating lease was 1.00 year, and the weighted average discount rate for our operating lease was 9.625 %.

As of December 31, 2023, the weighted average remaining lease term for our operating leases was 1.75 years, and the weighted average discount rate for our operating leases was 9.625 %.

Future minimum lease payments under the lease agreement as of June 30, 2024 were as follows (in thousands):

Future minimum lease payments under the lease agreement as of September 30, 2024 were as follows (in thousands):

Years ended Operating Leases

8 unchanged sentences

As of the date of this filing and so long as the Company’s public float remains below $75.0 million, the Company is subject to limitations pursuant to General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”), which limits the amount the Company can offer to up to one-third of its public float during any trailing 12-month period.

Subsequent to the filing of the Company's Registration Statement on Form S-3 (File No.

333-279034) on May 1, 2024, the aggregate market value of its outstanding common stock held by non-affiliates was approximately $ 26.7 million.

Pursuant to the Baby Shelf Limitation, since the aggregate market value of the Company's outstanding common stock held by non-affiliates was below $ 75.0 million at the time of such S-3 filing, the aggregate amount of securities that the Company is permitted to offer and sell is now $ 8,915,094 , which is equal to one-third of the aggregate market value of our common stock held by non-affiliates as of March 21, 2024.

Subsequent to the filing of a prospectus supplement to the Company's Registration Statement on Form S-3 (File No.

333-279034) relating to the at the market offering on August 21, 2024, the aggregate market value of its outstanding common stock held by non-affiliates was approximately $ 29.6 million.

Pursuant to the Baby Shelf Limitation, since the aggregate market value of the Company's outstanding common stock held by non-affiliates was below $ 75.0 million at the time of such prospectus supplement filing, the aggregate amount of securities that the Company is permitted to offer and sell is now $ 9,855,890 , which is equal to one-third of the aggregate market value of our common stock held by non-affiliates as of August 20, 2024.

If the Company’s public float exceeds $75.0 million on a future measurement date, it will no longer be subject to the Baby Shelf Limitation.

There were no issuances of common stock under the ATM Agreement for the three and six months ended June 30, 2024.

There were no issuances of common stock under the ATM Agreement for the three and nine months ended September 30, 2024.

Since inception, the Company has issued 64,394 shares of common stock under the ATM Agreement for net proceeds of $ 270,774 .

Stock Options and Warrants

The following table summarizes the activity for stock options and warrants for the six months ended June 30, 2024:

The following table summarizes the activity for stock options and warrants for the nine months ended September 30, 2024:

Stock Options Warrants

6 unchanged sentences

Expired ( 1,803 ) 1,079.25 — —

Outstanding at June 30, 2024 1,453,913 $ 9.18 5.93 $ 350.2 1,421,744 $ 42.51 1.75 $ —

Vested at June 30, 2024

Outstanding at September 30, 2024 1,454,492 $ 8.78 5.68 $ 199.2 1,496,744 $ 40.52 1.55 $ 9.0

Vested at September 30, 2024

or expected to vest in the future 1,447,508 $ 8.80 5.67 $ 199.2 1,496,744 $ 40.52 1.55 $ 9.0

Vested at June 30, 2024 1,286,121 $ 9.92 5.50 $ 283.1 1,421,744 $ 42.51 1.75 $ —

Vested at September 30, 2024 1,287,104 $ 9.46 5.26 $ 196.3 1,421,744 $ 42.51 1.50 $ —

Restricted Stock

During the six months ended June 30, 2024 and 2023, the Company issued restricted stock for services as follows (in thousands, except share data):

Six Months Ended June 30,

During the nine months ended September 30, 2024 and 2023, the Company issued restricted stock for services as follows (in thousands, except share data):

Nine Months Ended September 30,

Number of restricted stock issued 203,800 159,950

1 unchanged sentence

The vesting terms of restricted stock issuances are generally between one and four years .

The following is a summary of the changes in non-vested restricted stock for the six months ended June 30, 2024:

The following is a summary of the changes in non-vested restricted stock for the nine months ended September 30, 2024:

Restricted Stock Shares Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited ( 1,461 ) $ 3.51

Non-vested at June 30, 2024 229,889 $ 3.67

Non-vested at September 30, 2024 228,428 $ 3.67

Restricted Stock Units

During the six months ended June 30, 2024 and 2023, the Company issued restricted stock units for services as follows (in thousands, except share data):

Six Months Ended June 30,

During the nine months ended September 30, 2024 and 2023, the Company issued restricted stock units for services as follows (in thousands, except share data):

Nine Months Ended September 30,

Number of restricted stock units issued 205,300 188,850

Value of restricted stock units issued $ 632 $ 567

The weighted average estimated fair value of restricted stock units issued for services in the six months ended June 30, 2024 and 2023 was $ 3.08 and $ 3.00 per share, respectively.

The weighted average estimated fair value of restricted stock units issued for services in the nine months ended September 30, 2024 and 2023 was $ 3.08 and $ 3.00 per share, respectively.

The fair value of the restricted stock units was determined using the Company’s closing stock price on the date of issuance.

The vesting terms of restricted stock unit issuances are generally one year , or upon the achievement of performance-based milestones.

The following is a summary of the changes in non-vested restricted stock units for the six months ended June 30, 2024:

The following is a summary of the changes in non-vested restricted stock units for the nine months ended September 30, 2024:

Restricted Stock Units Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited ( 800 ) $ 3.08

Non-vested at June 30, 2024 218,100 $ 3.27

Non-vested at September 30, 2024 210,900 $ 3.18

Note 10 – Share-Based Compensation

Share-Based Compensation

The Company utilizes share-based compensation in the form of stock options, restricted stock, and restricted stock units.

The following table summarizes the components of share-based compensation expense for the three and six months ended June 30, 2024 and 2023 (in thousands):

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

The Company utilizes share-based compensation in the form of stock options, restricted stock, restricted stock units and warrants.

The following table summarizes the components of share-based compensation expense for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Total share-based compensation expense $ 327 $ 306 $ 1,018 $ 1,565

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at June 30, 2024 were as follows (in thousands):

Stock Options Restricted Stock Units Restricted Stock

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at September 30, 2024 were as follows (in thousands):

Stock Options Restricted Stock Units Warrants Restricted Stock

Unrecognized compensation cost $ 278 $ 121 $ 62 $ 535

Expected weighted-average period in years of compensation cost to be recognized 1.95 0.49 0.21 1.86

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the six months ended June 30, 2024 and 2023 were as follows (in thousands):

Stock Options

Six Months Ended June 30,

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the nine months ended September 30, 2024 and 2023 were as follows (in thousands):

Stock Options Warrants

Nine Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Total fair value of shares vested $ 204 $ 1,001 $ — $ —

1 unchanged sentence

Valuation Assumptions

The fair value of stock options at the date of grant was estimated using the Black-Scholes option pricing model.

The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model.

The expected volatility is based upon historical volatility of the Company’s stock.

42 unchanged sentences

The Company’s Australian subsidiary, which conducts core research and development activities, is eligible to receive a refundable tax incentive between 43.5 % to 48.5 % (depending upon the income tax rate) for qualified research and development activities.

As of June 30, 2024 and December 31, 2023, the Company had $ 1.0 million and $ 1.0 million, respectively, recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

As of September 30, 2024 and December 31, 2023, the Company had $ 0.2 million and $ 1.0 million, respectively, recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

On July 26, 2024, the Company's Australian subsidiary received a $ 0.9 million tax refund from the Australian Taxation Office related to the 2023 tax year.

18 unchanged sentences

On October 3, 2023 in connection with the Sanford Burnham Prebys license agreement (Note 15) Impilo cancelled the original stock certificate for 766,000 shares and reissued 574,500 shares of its pre-seed preferred stock to the Company.

On March 15, 2024, the Company purchased a Simple Agreement for Future Equity ("SAFE") from Impilo for $ 100,000 .

As of June 30, 2024 and December 31, 2023 the Company owned 38.6 % of Impilo.

This investment was expensed under the equity method of accounting for the six months ended June 30, 2024 in other expense, net in the accompanying statement of operations.

On March 15, 2024, the Company purchased a Simple Agreement for Future Equity ("SAFE") from Impilo for $ 100 thousand.

On July 12, 2024, the Company purchased an additional SAFE from Impilo for $ 30 thousand.

As of September 30, 2024 and December 31, 2023 the Company owned 38.6 % of Impilo.

These investments were expensed under the equity method of accounting for the nine months ended September 30, 2024 in other expense, net in the accompanying statement of operations.

The SAFE has a valuation cap of $ 30.0 million and an 80 % discount rate.

5 unchanged sentences

As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio.

The Company is required to pay an annual license maintenance fee of $ 10,000 increasing to $ 20,000 on year seven of the agreement.

The Company is required to pay an annual license maintenance fee of $ 10 thousand increasing to $ 20 thousand on year seven of the agreement.

The Company could also be required to make milestone payments to SBP upon completion of certain regulatory and commercial milestones.

7 unchanged sentences

Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP.

SBP did no t own shares of the Company’s common stock as of June 30, 2024.

SBP did no t own shares of the Company’s common stock as of September 30, 2024.

Note 16 – Research Collaboration and License Agreement

4 unchanged sentences

In addition, Cend received and recognized as revenue a $ 5.0 million development milestone prior to the Cend Merger.

The Company is eligible to receive additional developmental and commercial milestone payments up to $ 96.0 million and $ 125.0 million, respectively, tiered royalties on net sales ranging from 10 % to 15 %, and tiered sublicensing revenues ranging from 12 % to 35 %.

The Company is eligible to receive additional development and commercial milestone payments up to $ 96.0 million and $ 125.0 million, respectively, tiered royalties on net sales ranging from 10 % to 15 %, and tiered sublicensing revenues ranging from 12 % to 35 %.

On March 25, 2024 the Company entered into a settlement agreement with Lingmed whereby Lingmed is entitled to 5.0 % of any future milestone payments received by the Company under the Qilu Agreement, in addition, Lingmed is also entitled to a sum of $ 250 thousand with respect to the first future milestone received by the Company.

4 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.

What changed 10-Q

Item 1. Financial Statements