What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 162 added, 95 removed, 323 unchanged (44% of the section changed)

8 unchanged sentences

Total current assets

Furniture and equipment, net

Intangible assets

11,148 11,148

Other non-current assets

Operating lease right-of-use asset

Furniture and equipment, net

$ 21,593 $ 16,925

6 unchanged sentences

Operating lease liability - long-term, net of current portion

Warrant liability - long-term

Warrant liability

Total liabilities

1 unchanged sentence

Commitments and contingencies (Note 7)

Stockholders' equity

Stockholders' equity (deficit)

Preferred stock, $ 0.001 par value;

2 unchanged sentences

100,000,000 shares authorized;

14,127,494 and 3,378,895 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

30,207,494 and 3,378,895 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

( 167,443 ) ( 153,367 )

Total stockholders’ equity

Total stockholders’ equity (deficit)

( 7,165 ) 5,979

Total liabilities and stockholders’ equity

4 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

4 unchanged sentences

Loss from operations

( 5,943 ) ( 6,677 )

Other income (loss):

4 unchanged sentences

Interest income, net

$ ( 6,436 ) $ ( 4,970 )

Net loss per common share - basic and diluted

$ ( 0.69 ) $ ( 2.02 )

Weighted average common shares outstanding, basic and diluted

9,343,771 2,466,174

$ ( 6,436 ) $ ( 4,970 )

Other comprehensive income (loss):

1 unchanged sentence

Comprehensive loss

$ ( 6,433 ) $ ( 4,979 )

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

$ ( 6,436 ) $ ( 4,970 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Change in fair value of warrant liability

( 9,054 ) ( 1,455 )

Loss on issuance of warrant liabilities

2 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses and other assets

Accounts payable

Accrued expenses and other current liabilities

738 ( 1,121 )

Net cash used in operating activities

( 4,564 ) ( 6,717 )

Cash flows from investing activities:

3 unchanged sentences

Proceeds from exercise of warrants

Proceeds from sale of common stock, pre-funded and common warrants, net of issuance and transaction costs, and warrant inducement

Net cash provided by financing activities

Payment of tax liability for vested restricted stock units

Proceeds from sale of common stock, pre-funded and common warrants and warrant inducement, net of issuance and transaction costs

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

3,438 ( 6,726 )

Cash and cash equivalents, - beginning of period

Cash and cash equivalents, - end of period

$ 7,716 $ 16,824

Supplemental disclosures of cash flow information:

4 unchanged sentences

Moleculin Biotech, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except for shares)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Common Stock Accumulated

3 unchanged sentences

Other Comprehensive Income (Loss)

Total Stockholders' Equity

Total Stockholders' Equity (Deficit)

Balance, December 31, 2024

8 unchanged sentences

— — 485 — — 485

Consolidated net loss

— — — ( 6,436 ) — ( 6,436 )

2 unchanged sentences

14,127,494 $ 14 $ 159,869 $ ( 159,803 ) $ ( 38 ) $ 42

Three Months Ended March 31, 2024

Warrants exercised

6,107,974 6 — — — 6

Issued for cash - sale of common stock, pre-funded and common warrants

9,972,026 10 — — — 10

Stock-based compensation

— — 417 — — 417

Consolidated net loss

— — — ( 7,640 ) — ( 7,640 )

Balance, June 30, 2025

30,207,494 $ 30 $ 160,286 $ ( 167,443 ) $ ( 38 ) $ ( 7,165 )

Six Months Ended June 30, 2024

Common Stock Accumulated

12 unchanged sentences

— — 456 — — 456

Consolidated net loss

— — — ( 4,970 ) — ( 4,970 )

3 unchanged sentences

2,311,536 $ 2 $ 158,177 $ ( 136,574 ) $ ( 18 ) $ 21,587

Common stock issued upon vesting of restricted stock units (net of shares withheld for payment of tax liability)

19,743 — ( 25 ) — — ( 25 )

Warrants exercised

Stock-based compensation

— — 453 — — 453

Consolidated net loss

— — — ( 4,319 ) — ( 4,319 )

Cumulative translation adjustment

Balance, June 30, 2024

2,560,785 $ 3 $ 158,605 $ ( 140,893 ) $ ( 10 ) $ 17,705

See accompanying notes to condensed consolidated financial statements.

4 unchanged sentences

MBI is a clinical-stage pharmaceutical company, organized as a Delaware corporation in July 2015.

MBI is a late-stage pharmaceutical development company currently conducting a pivotal Phase 3 trial evaluating Annamycin, also known by its non-proprietary name "naxtarubicin", in combination with Cytarabine for the treatment of subjects with released/refractory acute myeloid leukemia.

Additionally, the Company has two portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded by investigators at academic institutions.

2 unchanged sentences

Since MBI’s inception, its drugs have completed, are currently in, or have been permitted to proceed in, fourteen clinical trials.

Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and MBI has recently concluded one Phase 1B/2 clinical trial for treating Acute Myeloid Leukemia (AML) and has begun treating subjects in its Phase 3 clinical trial for the treatment of AML.

Annamycin is also in two Phase 1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), on physician sponsored.

Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and MBI has recently concluded treatment in one Phase 1B/2 clinical trial for treating AML and has begun treating subjects in its Phase 3 clinical trial for the treatment of R/R AML.

Annamycin was in two recently closed or concluded Phase 1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), with one physician sponsored.

The one concluded trial has published its clinical study report.

Additionally, there is another phase 1B/2 clinical trial that is physician sponsored which is investigating using WP1066 in combination with radiation for the treatment of glioblastoma, a form of brain cancer.

6 unchanged sentences

As part of this agreement, ALI issued to the Company a 10 % equity interest in ALI.

On May 23, 2025, the Company received a letter from the Nasdaq Stock Market LLC (Nasdaq), which notified the Company that it does not presently comply with Nasdaq’s Listing Rule 5550 (b)( 1 ) (the “Equity Rule”), which requires that the Company maintain a minimum of $2.5 million in stockholders’ equity, and that the Company also does not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Equity Rule.

The Letter did not have any immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and the Company had 45 calendar days to submit a plan to regain compliance.

If the Company’s plan is accepted, the Staff can grant an extension of up to 180 calendar days from May 23, 2025 to evidence compliance.

After review of the plan of compliance, the Staff is expected to provide written notification to the Company whether it accepts the plan, and if the Staff does not accept the plan, the Company would then be entitled to appeal the Staff’s determination to the Nasdaq Hearings Panel.

There can be no assurance that, if the Company does appeal the determination to the Nasdaq Hearings Panel, that such appeal would be successful.

On July 3, 2025, the Company submitted a plan to regain compliance and is awaiting Nasdaq response.

On June 27, 2025, the Company received another deficiency letter from the Staff of Nasdaq notifying the Company that for the last 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550 (a)( 2 ) (the “Bid Price Rule”).

The deficiency letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810 (c)( 3 )(A) (the “Compliance Period Rule”), the Company has been provided an initial period of 180 calendar days, or until December 24, 2025 ( the “Compliance Date”), to regain compliance with the Bid Price Rule.

If, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff is expected to provide written notification to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810 (c)( 3 )(H).

If the Company is not in compliance with the Bid Price Rule by December 24, 2025, the Company may be afforded a second 180 calendar day period to regain compliance.

To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement.

In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split.

If the Company does not regain compliance with the Bid Price Rule by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock may be delisted.

The Company would then be entitled to appeal the Staff’s determination to a NASDAQ Listing Qualifications Panel and request a hearing.

There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the NASDAQ Listing Qualifications Panel, that such appeal would be successful.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which could include effecting a reverse stock split.

However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.

Basis of presentation, principles of consolidation, and significant accounting policies and liquidity

24 unchanged sentences

Significant Accounting Policies - The Company's significant accounting policies are described in Note 2, Basis of Presentation, principles of consolidation and significant accounting policies , to the consolidated financial statements included in the Company's Annual Report on Form 10 -K for the year ended December 31, 2024 .

There have been no material changes to the significant accounting policies during the three months ended March 31, 2025 .

There have been no material changes to the significant accounting policies during the six months ended June 30, 2025 .

Use of Estimates - The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

9 unchanged sentences

The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of March 31, 2025 , the Company had an accumulated defici t of $ 159.8 million since inception and had not yet generated any revenues from operations.

Additionally, management anticipates that its cash on hand of $ 7.7 million a s of March 31, 2025 is not sufficient to fund its planned operations for a period of at least one year from when these consolidated financial statements are issued.

As of June 30, 2025 , the Company had an accumulated defici t of $ 167.4 million since inception and had not yet generated any revenues from operations.

Additionally, management anticipates that its cash on hand of $ 7.6 million a s of June 30, 2025 is not sufficient to fund its planned operations for a period of at least one year from when these consolidated financial statements are issued.

These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

8 unchanged sentences

The Company cannot predict when this matter will be resolved or what, if any, action the SEC may take following the conclusion of the investigation.

The Company expensed approximately $ 0.02 million and $ 0.1 million in related general and administrative fees and expenses for the three months ended March 31, 2025 and 2024 , respectively.

The Company is in the process of filing a claim with its insurance carriers related to this loss which may cover a portion of the related expenses but not all.

The Company expensed approximately $ 0.01 million and $ 0.1 million in related general and administrative fees and expenses for the three months ended June 30, 2025 and 2024 , respectively, and $ 0.03 and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

The Company has not hit the retention limits, so no reimbursement is expected.

Accordingly, the Company has not recorded any provision for insurance reimbursement as of March 31, 2025 .

Accordingly, the Company has not recorded any provision for insurance reimbursement as of June 30, 2025 .

Cash and Cash Equivalents - Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents.

10 unchanged sentences

Prepaid Expenses and Other Current Assets - Prepaid expenses and other current assets consist of the following (in thousands):

March 31, 2025

June 30, 2025

December 31, 2024

Vendor prepayments and deposits

Prepaid insurance

$ 1,069 $ 554

Vendor prepayments and deposits

Prepaid sponsored research

2 unchanged sentences

Total prepaid expenses and other current assets

$ 1,519 $ 916

Other Non-Current Assets - The Company provided a cash deposit on the MB- 108 trial that is expected to be held as a prepayment until the end of the study in 2029.

Fair Value of Financial Instruments - The Company's financial instruments consist primarily of non-trade receivables, accounts payable, accrued expenses and its warrant liability.

8 unchanged sentences

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability discussed in Note 4.

The following table provides the financial liabilities reported at fair value and measured on a recurring basis at March 31, 2025 and December 31, 2024 (table in thousands):

Fair value of warrant liability as of March 31, 2025:

The following table provides the financial liabilities reported at fair value and measured on a recurring basis at June 30, 2025 and December 31, 2024 (table in thousands):

Fair value of warrant liability as of June 30, 2025:

$ 20,553 $ — $ — $ 20,553

1 unchanged sentence

$ 5,229 $ — $ — $ 5,229

The table below of Level 3 liabilities (table in thousands) begins with the valuation as of the beginning of the first quarter and then is adjusted for changes in fair value that occurred during the first quarter.

The table below of Level 3 liabilities (table in thousands) begins with the valuation as of the beginning of the second quarter and then is adjusted for changes in fair value that occurred during the second quarter.

The ending balance of the Level 3 financial instrument presented above represents the Company's best estimates and may not be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Warrant Liability Long-Term

Balance, March 31, 2025

Warrants issued

Change in fair value - net

Balance, June 30, 2025

The table below of Level 3 liabilities (table in thousands) begins with the valuation as of December 31, 2024 and then is adjusted for changes in fair value that occurred during the six months ended June 30, 2025.

Six Months Ended June 30, 2025

Warrant Liability Long-Term

Balance, December 31, 2024

2 unchanged sentences

Change in fair value - net

Balance, March 31, 2025

Balance, June 30, 2025

Loss Per Common Share - Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period.

2 unchanged sentences

In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

For the three months ended March 31, 2025 and 2024 , approximatel y 14.0 million and 1.7 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

For the three months ended June 30, 2025 and 2024 , approximatel y 24.5 million and 1.6 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

For the six months ended June 30, 2025 and 2024 , approximatel y 19.3 million and 1.6 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

Subsequent Events - The Company’s management reviewed all material events through the date of these unaudited condensed consolidated financial statements.

11 unchanged sentences

There was no material impact upon adoption of ASU 2023 - 09 on the Company's interim disclosures.

There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, that would have a material effect on the accompanying financial statements.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following components (in thousands):

March 31, 2025

June 30, 2025

December 31, 2024

Accrued payroll and bonuses

$ 2,005 $ 1,817

Accrued research and development

Accrued legal, regulatory, professional and other

Accrued liabilities due to related party

Payroll and bonuses

Research and development

Legal, regulatory, professional and other

Due to related party

Operating lease liability - current

Total accrued expenses and other current liabilities

$ 4,190 $ 3,329

Additionally, accounts payable inclu des $ 20,000 as of March 31, 2025 and December 31, 2024 , respectively, for related party payables.

Additionally, accounts payable inclu des $ 20,000 as of June 30, 2025 and December 31, 2024 , respectively, for related party payables.

Warrants and Equity

Warrant and Stock Issuances

In June 2025, the Company closed a public offering of (i) 9,972,026 shares of the Company’s common stock;

(ii) pre-funded warrants to purchase up to an aggregate of 6,107,974 shares of common stock;

and (iii) Series E Warrants to initially purchase up to an aggregate of 48,240,000 shares of common stock.

The combined purchase price for the securities was $ 0.37 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $ 0.001 per share.

All of the pre-funded warrants were exercised during the three months ended June 30, 2025.

Each common warrant has an initial exercise price of $ 0.37 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the common warrants (warrant stockholder approval).

The Company agreed to seek warrant stockholder approval no later than 60 days after the consummation of the offering, and the vote is currently set for the Company's Annual Meeting on August 18, 2025.

The Company agreed to seek approval for an amendment to its certificate of incorporation to increase its authorized shares of common stock such that it can issue all shares of common stock required under the common warrants upon any future adjustments to the exercise price of the common warrants (authorized share approval).

If the Company does not obtain warrant stockholder approval and/or the authorized share approval at the first stockholder meeting for such purpose after the offering, the Company agreed to call a stockholder meeting every 60 days thereafter until the earlier of the date it obtains the warrant stockholder approval and the authorized share approval or the date the common warrants are no longer outstanding.

The common warrants provide that if, while the common warrants are outstanding, the Company sells any common stock and/or common stock equivalents other than in connection with certain exempt issuances (as defined in the warrant agreement), at a purchase price per share less than the exercise price of the common warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the common warrants then in effect will be reduced to an amount equal to such new issuance price, and, following the authorized share increase date, the number of shares issuable upon exercise of the common warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $ 0.12 (Down Round Feature)..

In addition, the common warrants provide that if at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the common stock and the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days commencing on the date of such event is less than the exercise price of the common warrants then in effect, then the exercise price of the common warrants will be reduced to the lowest daily volume weighted average price during such period and, following the Authorized Share Increase Date, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $ 0.12 .

The common warrants will expire five years from the date of the warrant stockholder approval.

The Company received gross proceeds of $ 5.9 million and may receive up to an additional approximately $ 17.8 million in gross proceeds if the warrants are fully exercised for cash.

Proceeds of offerings are allocated between common shares and warrants first by allocating to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants.

The fair value of the Series E warrants was $ 16.3 million on the issuance date.

Because the fair value of the liability classified warrants issued in the June 2025 offering exceeded the total proceeds, no consideration was allocated to the common shares or pre-funded warrants.

The full proceeds from the June 2025 offering were recorded as warrant liabilities, and the Company recognized a $ 10.4 million loss on the issuance of the Series E Warrants.

The Company also incurred $ 1.2 million in transaction costs related to the June 2025 public offering.

In February 2025, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 1,150,000 shares of common stock, and 2,121,029 pre-funded warrants to purchase shares of common stock, and series D warrants to purchase up to 6,543,058 shares of common stock.

1 unchanged sentence

Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to the beneficial ownership limitation.

All of the pre-funded warrants were exercised during the three months ended March 31, 2025.

4 unchanged sentences

The Company received gross proceeds of $ 5.8 million.

Total gross proceeds received in February 2025 were $ 9.3 million.

Total gross proceeds received in the two February 2025 transactions were $ 9.3 million.

In August 2024, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 283,000 shares of common stock, and 2,183,368 pre-funded warrants to purchase shares of common stock, series A warrants to purchase up to 2,466,368 shares of common stock, series B warrants to purchase up to 2,466,368 shares of common stock, and placement agent warrants.

The combined purchase price for the securities was $ 2.23 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to the beneficial ownership limitation.

Each common warrant has an exercise price of $ 2.23 per share and will be exercisable beginning on the effective date of shareholder approval.

The series A warrants expire on the earlier of (i) two years from the initial exercise date, or (ii) 60 days from the Company's public announcement that it has achieved the series A milestone event.

The series B warrants expire on the earlier of (i) five years from the initial exercise date, or (ii) six months from the Company's public announcement that it has achieved the series B milestone event.

The series A milestone event means the Company releases interim data for the first subject group from the MIRACLE trial whereby the complete remission rate for either dose of the Company's study drug is greater than placebo;

and series B milestone event means the Company releases final topline data from the MIRACLE trial and documented a statistically significant improvement in the primary efficacy endpoint.

In addition, in August 2024, the Company entered into a warrant amendment agreement, pursuant to which the Company agreed that effective upon closing of the offering, and subject to shareholder approval, to amend 895,834 existing warrants originally issued on December 26, 2023 at an exercise price of $ 9.60 per share and a termination date of February 14, 2029, so that the amended warrants would have a reduced exercise price of $ 2.23 per share and would expire five years from the date of shareholder approval.

In August 2024, the Company entered into a warrant amendment agreement, pursuant to which the Company agreed that effective upon closing of the offering, and subject to shareholder approval, to amend 895,834 existing warrants originally issued on December 26, 2023 at an exercise price of $ 9.60 per share and a termination date of February 14, 2029, so that the amended warrants would have a reduced exercise price of $ 2.23 per share and would expire five years from the date of shareholder approval.

The Company calculated the valuation of the warrant amendment immediately prior to the offering, as well as the valuation of the warrant amendment with the repriced terms, and a 91% probability of obtaining shareholder approval.

4 unchanged sentences

As the fair value of the liability classified warrants in the August 2024 offering exceeded the total proceeds, no consideration was allocated to the Common Shares or Pre-Funded Warrants.

The full proceeds of the August 2024 offering were recorded to warrant liabilities, with an initial liability of $ 6.1 million, and a loss on initial recognition of $ 0.8 million.

Transaction costs related to the offering were correspondingly fully allocated to warrant liabilities, and $ 1.0 million in related transaction costs were expensed for the year ended December 31, 2024.

In February 2025, the warrants associated with the August 2024 agreement were exercised in full as part of the warrant inducement, as discussed above.

Other Components of Equity

During the three months ended March 31, 2025, all remaining pre-funded warrants were exercised, leaving no remaining pre-funded warrants outstanding as of March 31, 2025.

In March 2024, the Company issued 6,834 shares of common stock to consultants in exchange for services to be provided.

The full proceeds of the August 2024 offering were recorded to warrant liability with an initial liability of $ 6.1 million, In February 2025, the warrants associated with the August 2024 agreement were exercised in full as part of the warrant inducement, as discussed above.

Liability Classified Warrants

The Company uses the Black-Scholes option pricing model (BSM) to determine the fair value of its warrants at the date of issue and outstanding at each reporting date.

With the exception of the Series E Warrants, the Company uses the Black-Scholes option pricing model (BSM) to determine the fair value of its warrants both at issuance and at each reporting date.

For the Series E Warrants, the Company applies a Monte Carlo simulation model to appropriately reflect the impact of the Down Round Feature.

The risk-free interest rate assumption is based upon observed interest rates on zero coupon US Treasury bonds linearly interpolated to obtain a maturity period commensurate with the term of the warrants.

1 unchanged sentence

The assumptions used in determining the fair value of the Company's outstanding liability classified warrants are as follows:

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

Dividend yield

A summary of the Company's liability classified warrant activity during the three months ended March 31, 2025 and related information follows:

A summary of the Company's liability classified warrant activity during the six months ended June 30, 2025 and related information follows:

Number of Shares

9 unchanged sentences

( 5,828,570 ) $ 2.23 $ 2.23 $ 2.23 —

Balance at March 31, 2025

Balance at June 30, 2025

67,765,559 $ 0.37 $ 94.50 $ 0.61 5.0

Exercisable at March 31, 2025

Exercisable at June 30, 2025

12,346,590 $ 0.75 $ 94.50 $ 1.33 4.8

For a summary of the changes in fair value associated with the Company's warrant liability for the three months ended March 31, 2025 , see Note 2 - Basis of presentation, principles of consolidation and significant accounting policies - Fair Value of Financial Instruments.

For a summary of the changes in fair value associated with the Company's warrant liability for the six months ended June 30, 2025 , see Note 2 - Basis of presentation, principles of consolidation and significant accounting policies - Fair Value of Financial Instruments.

Equity Classified Warrants

In July 2025, the Company issued 200,000 warrants to a consultant, of which 100,000 vested immediately and 100,000 will vest upon the signing of a letter of intent or the closing of a licensing deal with a value of $ 10 million or more.

In January 2025, the Company granted equity-classified warrants to two consultants to purchase up to 50,000 shares each of Company common stock with a ten -year term and an exercise price of $ 1.64 .

The first 50,000 of these warrants vest based on performance of certain services, and the other 50,000 vest annually over four years.

In October 2024, the Company issued consultants ten -year warrants to purchase up to 36,000 shares of common stock.

30,000 warrants vest annually over a four -year term, 5,000 warrants vest monthly over a three -year term, and 1,000 warrants vested immediately.

In March 2024, the Company granted equity-classified warrants to purchase up to 3,334 shares of Company common stock with a ten -year term and an exercise price of $9.15.

The warrants vest annually over four years while services are being performed.

At March 31, 2025 , the Company had 197,993 equity classified warrants outstanding an d 50,512 w arrants were exercisable.

At June 30, 2025 , the Company had 197,993 equity classified warrants outstanding an d 54,501 w arrants were exercisable.

At December 31, 2024 , the Company had 1,746,993 equity classified warrants outstanding and 1,697,744 warrants were exercisable.

Other Components of Equity and Share Issuances

During the six months ended June 30, 2025, all remaining pre-funded warrants were exercised, leaving no remaining pre-funded warrants outstanding as of June 30, 2025.

In July 2025, the Company issued 58,785 shares of common stock to a consultant in exchange for services provided.

At Market Issuance Sales Agreement (ATM)

In July 2025, the Company entered into a certain At Market Issuance Offering Agreement ( 2025 ATM Agreement) with Roth Capital Partners, LLC.

Pursuant to the terms of the 2025 ATM Agreement, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $ 6.5 million from time to time through or to Roth acting as our sales agent or principal.

Roth may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale at prices related to such prevailing market prices.

The Company agreed to pay a commission to Roth of 3.0 % of the gross proceeds of any shares of common stock sold under the 2025 ATM Agreement, in addition to the reimbursement of certain expenses.

Stock Based Compensation

As of March 31, 2025 , there wer e 119,116 shar es remaining to be issued under the Company's equity compensation plans.

Stock-based compensation expense for the three months ended March 31, 2025 and 2024 , respectively, is as follows (table in thousands):

Three Months Ended March 31,

As of June 30, 2025 , there wer e 119,116 shar es remaining to be issued under the Company's equity compensation plans.

Stock-based compensation expense for the three and six months ended June 30, 2025 and 2024 , respectively, is as follows (table in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

General and administrative

$ 300 $ 340 $ 665 $ 721

Research and development

117 113 237 225

Total stock-based compensation expense

The Company recorded stock compensation expense for the equity classified warrants relating to non-employee consulting agreements o f $ 28,000 a nd $ 34,000 for the three months ended March 31, 2025 and 2024 , respectively, which are included in the table above.

At March 31, 2025 , there was $ 348,000 of unrecognized stock compensation expense related to the Company's equity classified warrants.

$ 417 $ 453 $ 902 $ 946

The Company recorded stock compensation expense for the equity classified warrants relating to non-employee consulting agreements o f $ 29,000 a nd $ 35,000 for the three months ended June 30, 2025 and 2024 , respectively, and $ 58,000 and $ 68,000 for the six months ended June 30, 2025 and 2024, respectively, which are included in the table above.

At June 30, 2025 , there was $ 319,000 of unrecognized stock compensation expense related to the Company's equity classified warrants.

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company does not expect to pay any significant federal, state, or foreign income taxes in 2025 as a result of the losses recorded during the three months ended March 31, 2025 and the additional losses expected for the remainder of 2025 and cumulative net operating loss carryforwards.

The Company does not expect to pay any significant federal, state, or foreign income taxes in 2025 as a result of the losses recorded during the three and six months ended June 30, 2025 and the additional losses expected for the remainder of 2025 and cumulative net operating loss carryforwards.

Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.

As a result, as of March 31, 2025 and December 31, 2024 the Company maintained a full valuation allowance for all deferred tax assets.

The Company recorded no income tax provision for the three months ended March 31, 2025 and 2024 , respectively.

The effective tax rate for the three months ended March 31, 2025 and 2024 is nil.

As a result, as of June 30, 2025 and December 31, 2024 the Company maintained a full valuation allowance for all deferred tax assets.

The Company recorded no income tax provision for the three and six months ended June 30, 2025 and 2024 , respectively.

The effective tax rate for the six months ended June 30, 2025 and 2024 is nil.

The income tax rates vary from the federal and state statutory rates primarily due to the change in fair value of the stock warrants, Internal Revenue Code Section 162 (m) limitations and ISO activity, as well as the valuation allowances on the Company’s deferred tax assets.

1 unchanged sentence

Jurisdictions with a projected loss for the year where no tax benefit can be recognized due to the valuation allowance could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S.

tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes.

The Company continues to evaluate the impact the new legislation will have on the consolidated financial statements, but does not anticipate a significant impact due to the Company’s valuation allowance position.

Commitments and Contingencies

In addition to the commitments and contingencies described elsewhere in these notes, see below for a discussion of the Company's commitments and contingencies as of March 31, 2025 .

In addition to the commitments and contingencies described elsewhere in these notes, see below for a discussion of the Company's commitments and contingencies as of June 30, 2025 .

Lease Obligations Payable

The following summarizes quantitative information about the Company's operating leases for the three months ended March 31, 2025 and 2024 , respectively (table in thousands):

Three Months Ended March 31,

The following summarizes quantitative information about the Company's operating leases for the three and six months ended June 30, 2025 and 2024 , respectively (table in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

$ 38 $ 38 $ 75 $ 75

Variable lease cost

$ 45 $ 45 $ 89 $ 85

I n September 2023, th e Company executed an amendment to extend the corporate office lease until August 31, 2029, with an option to renew.

2 unchanged sentences

In June 2022, the Company extended the lab lease until September 30, 2027, with no further right or option to renew.

The Company recorded approximately $ 12,000 i n sublease income from a related party for the three months ended March 31, 2025 and 2024 .

The Company recorded approximately $ 12,000 in sublease income from a related party for the three months ended June 30, 2025 and 2024 and $ 25,000 and $ 24,000 for the six months ended June 30, 2025 and 2024, respectively .

Sublease income is recorded as other income, net on the Company's condensed consolidated statement of operations and comprehensive loss.

Operating cash flows from operating leases w as $ 39,000 and $ 29,000 for the three months ended March 31, 2025 and 2024 , respectively .

Operating cash flows from operating leases w as $ 39,000 and $ 38,000 for the three months ended June 30, 2025 and 2024 , respectively, and $ 79,000 and $ 68,000 for the six months ended June 30, 2025 and 2024, respectively .

I n March 2025, the Company terminated the WP1122 license with MD Anderson.

The upcoming annual maintenance fee on this license was previously expensed and accrued, as the annual fee is due annually in April.

MD Anderson - Total expenses related to the Company's license agreements with MD Anderson w ere $ 50,000 and $ 54,000 for the three months ended March 31, 2025 and 2024 , respectively .

MD Anderson - Total expenses related to the Company's license agreements with MD Anderson w ere $ 33,000 and $ 63,000 for the three months ended June 30, 2025 and 2024 , respectively, and $ 83,000 and $ 117,000 for the six months ended June 30, 2025 and 2024, respectively .

HPI - The Company has two agreements with a related party, Houston Pharmaceuticals, Inc.

(HPI) with total expenses o f $ 59,000 for e ach of the three months ended March 31, 2025 and 2024 , respectively.

Sponsored Research Agreements - The expenses recognized under the agreements were $ 261,000 and $ 156,000 for the three months ended March 31, 2025 and 2024 , respectively .

(HPI) with total expenses o f $ 59,000 for e ach of the three months ended June 30, 2025 and 2024 , respectively, and $ 117,000 for each of the six months ended June 30, 2025 and 2024, respectively .

Sponsored Research Agreements - The expenses recognized under the agreements were $ 51,000 and $ 377,000 for the three months ended June 30, 2025 and 2024 , respectively, and $ 313,000 and $ 533,000 for the six months ended June 30, 2025 and 2024, respectively .

The Company is currently negotiating further sponsored research agreements with various parties.

Subsequent Events

In addition to the subsequent events discussed elsewhere in these notes, no other subsequent events were noted as occurring after March 31, 2025 .

Other than the subsequent events discussed elsewhere in these notes, no other subsequent events were noted as occurring after June 30, 2025 .

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