What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-12 · 304 added, 124 removed, 361 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except for share and per share data)

September 30,

Current assets:

18 unchanged sentences

Total liabilities

28,758 10,946

Commitments and contingencies (Note 7)

4 unchanged sentences

500,000,000 shares authorized;

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

49,498,576 and 3,378,895 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

12 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

19 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

18 unchanged sentences

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

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

(in thousands, except for shares)

Six Months Ended June 30, 2025

Common Stock Accumulated

Par Value Amount

Nine Months Ended September 30, 2025

Common stock - shares

Common stock - Par Value Amount

Additional Paid-In Capital

Accumulated Deficit

Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity (Deficit)

1 unchanged sentence

3,378,895 $ 3 $ 183,690 $ ( 172,444 ) $ ( 41 ) $ 11,208

Warrant inducement and exercise of repriced common stock warrants at $ 1.00 per share

Warrant inducement and exercise of common stock warrants at $ 1.00 per share

5,828,570 6 — — — 6

7 unchanged sentences

— — — ( 5,904 ) — ( 5,904 )

Equity warrants issued

— — 7,988 — — 7,988

Cumulative translation adjustment

11 unchanged sentences

30,207,494 $ 30 $ 192,580 $ ( 196,157 ) $ ( 38 ) $ ( 3,585 )

Six Months Ended June 30, 2024

Common Stock Accumulated

Par Value Amount

Warrant inducement and exercise of common stock warrants at $ 0.37 per share

16,216,216 16 1,748 — — 1,764

Warrants exercised

2,996,192 3 — — — 3

Common stock issued upon vesting of restricted stock units (net of taxes)

19,889 — — — — —

Issuance of common stock in connection with a consulting agreement

58,785 — — — — —

Stock-based compensation

— — 303 — — 303

Cumulative translation adjustment

— — — — ( 6 ) ( 6 )

Consolidated net loss

— — — ( 25,399 ) — ( 25,399 )

Balance, September 30, 2025

49,498,576 $ 49 $ 194,631 $ ( 221,556 ) $ ( 44 ) $ ( 26,920 )

Nine Months Ended September 30, 2024

Common stock - shares

Common stock - Par Value Amount

Additional Paid-In Capital

Accumulated Deficit

Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Balance, December 31, 2023

2,227,516 $ 33 $ 157,653 $ ( 131,604 ) $ ( 9 ) $ 26,073

Issuance of common stock to consultants

6,834 — 37 — — 37

Reverse stock split

77,186 ( 31 ) 31 — — -

Stock-based compensation

— — 456 — — 456

Consolidated net loss

— — — ( 4,970 ) — ( 4,970 )

Cumulative translation adjustment

— — — — ( 9 ) ( 9 )

Balance, March 31, 2024

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 )

Common stock issued upon vesting of restricted stock units (net of taxes)

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

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

Common stock issued upon vesting of restricted stock units (net of taxes)

Warrants exercised

Stock-based compensation

Consolidated net loss

Equity warrants issued

Cumulative translation adjustment

Balance, September 30, 2024

See accompanying notes to condensed consolidated financial statements.

5 unchanged sentences

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 relapsed/refractory (R/R) acute myeloid leukemia (AML).

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.

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

Each of its three core technologies is based substantially on discoveries made at and licensed from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas, and features one or more drugs that have successfully completed a Phase 1 clinical trial.

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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 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, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and MBI has recently concluded treatment in several 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 Company announced a physician-sponsored trial for Annamycin for the treatment of pancreatic cancer intended to begin in 2026.

The one concluded trial has published its clinical study report.

9 unchanged sentences

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.

The Company’s plan was accepted and the Staff granted an extension of up to 180 calendar days from May 23, 2025 through November 19, 2025 to evidence compliance.

If the Company is not in compliance on that date, then the Company intends to submit an appeal to extend this date, however, there can be no assurance that such appeal would be successful.

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”).

11 unchanged sentences

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

Reverse Stock Split - On March 22, 2024, the Company completed a reverse stock split of all the issued and outstanding share of the Company’s common stock at a ratio of 1 to 15 .

The accompanying consolidated financial statements and notes to the consolidated financial statements gives retroactive effect to the reverse stock split for all periods presented.

Reverse Stock Split - On March 22, 2024, the Company completed a reverse stock split of all the issued and outstanding shares of the Company’s common stock at a ratio of 1 to 15 .

The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Certain amounts previously reported include rounding up of fractional shares as a result of the reverse stock split.

GAAP) for financial information, and in accordance with the rules and regulations of the U.S.

Securities and Exchange Commission (SEC) with respect to Form 10 -Q and Article 8 of Regulation S- X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

Basis of Presentation – Condensed Consolidated Financial Information - The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for financial information, and in accordance with the rules and regulations of the US Securities and Exchange Commission (SEC) with respect to Form 10 -Q and Article 8 of Regulation S- X.

Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements.

The condensed consolidated financial statements furnished reflect all normal adjustments, which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented.

15 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 six months ended June 30, 2025 .

There have been no material changes to the significant accounting policies during the nine months ended September 30, 2025 , except as discussed further below under Changes in Accounting Policy.

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 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.

As of September 30, 2025 , the Company had an accumulated defici t of $ 221.6 million since inception and had not yet generated any revenues from operations.

Additionally, management anticipates that its cash on hand of $ 6.7 million a s of September 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 $ 0.01 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's expenses for the three and nine months ended September 30, 2025, were not material.

The Company expensed approximately $ 0.1 million and $ 0.2 million in related general and administrative fees and expenses for the three and nine months ended September 30, 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 June 30, 2025 .

Accordingly, the Company has not recorded any provision for insurance reimbursement as of September 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.

The Company maintains cash accounts principally at one financial institution in the U.S., which at times, may exceed the Federal Deposit Insurance Corporation’s limit.

The Company maintains cash accounts principally at one financial institution in the US, which at times, may exceed the Federal Deposit Insurance Corporation’s limit.

The Company has not experienced any losses from cash balances in excess of the insurance limit.

5 unchanged sentences

Intangible assets are tested for impairment on an annual basis, which was completed as of September 30, 2025, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach.

The Company evaluates the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

No impairments of intangible assets have been identified during any of the periods presented.

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

June 30, 2025

September 30, 2025

December 31, 2024

Prepaid insurance

$ 1,069 $ 554

Vendor prepayments and deposits

7 unchanged sentences

The carrying amount of non-trade receivables, accounts payable, and accrued expenses approximates their fair value because of the short-term maturity of such.

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three -level fair value hierarchy in accordance with U.S.

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into a three -level fair value hierarchy in accordance with US GAAP.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

5 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 June 30, 2025 and December 31, 2024 (table in thousands):

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

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

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

$ 41,333 $ — $ — $ 41,333

1 unchanged sentence

$ — $ — $ — $ —

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 table below of Level 3 liabilities (table in thousands) begins with the valuation as of the beginning of the third quarter and then is adjusted for changes in fair value that occurred during the third 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 June 30, 2025

Three Months Ended September 30, 2025

Warrant Liability Long-Term

Balance, March 31, 2025

Balance, June 30, 2025

Warrants issued

Warrants exercised

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.

Balance, September 30, 2025

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Warrant Liability Long-Term

3 unchanged sentences

Change in fair value - net

Balance, June 30, 2025

Balance, September 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 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.

For the three months ended September 30, 2025 and 2024 , approximately 85.7 million and 4.8 m illion, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

For the nine months ended September 30, 2025 and 2024 , approximately 41.7 mil lion and 2.7 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.

Subsequent Events included in these unaudited condensed financial statements.

Recent Accounting Pronouncements - In November 2024 and January 2025, FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

11 unchanged sentences

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.

Change in Accounting Policy - During the quarter ended September 30, 2025, the Company changed its accounting policy related to the classification of certain outstanding warrants.

Prior to the change in accounting policy, the Company's policy was to account for warrants with a certain contingent settlement provision as liability warrants, initially measuring them at fair value on the date of issuance.

The warrants were previously remeasured at fair value at the end of each reporting period, with the related liability reflected on the Company's balance sheet.

The changes in fair value during each previous reporting period were recognized as a gain (loss) from change in fair value of warrant liability in the Company's condensed consolidated statement of operations.

The Company has changed its policy and warrants that contain this certain contingent settlement provision will now be accounted as equity under ASC 815 - 40 - 15 - 7C through 15 - 7F and ASC 505.

The Company concluded that accounting for its warrants as equity instruments is preferable under ASC 250, as equity classification better reflects the economic substance of the arrangement and enhances the clarity and consistency of the Company's financial reporting.

As a result of this change in accounting policy, all warrants issued prior to 2025, and certain warrants issued in 2025, that were previously accounted for as liability awards due to the certain contingent settlement provision will now meet the equity classification criteria under ASC 815 - 40 and will be classified as equity instruments.

The effects of the change in accounting policy from warrant liabilities to equity have been retrospectively applied to all periods presented in these condensed consolidated financial statements.

Certain warrants issued in 2025 will continue to be classified as a liability as these warrants contain features other than the contingent settlement provision that cause liability classification.

See also Note 4 - Warrants and Equity .

As a result of the change in accounting policy, the Company adjusted accumulated deficit, and additional paid-in capital to reverse previously recorded mark-to-market fair value changes of the liability-classified warrants.

Warrants classified as liability warrants were adjusted retrospectively from January 2017 to June 2025, and beginning balances have been adjusted for the policy change to equity warrant classifications.

Accumulated deficit as of January 1, 2024, changed from $ 131.6 million, as reported under the liability classification, to $ 146.4 million under the equity classification.

The following financial statement line items were impacted by the change in accounting policy, as shown in the tables below (in thousands, except per common share data):

September 30, 2025

December 31, 2024

Under Old Policy Under New Policy Change Under Old Policy Under New Policy Change

Condensed Consolidated Balance Sheets

Warrant liability - long-term

$ 48,660 $ 41,333 $ ( 7,327 ) $ 5,229 $ — $ ( 5,229 )

Total liabilities

54,600 47,273 ( 7,327 ) 10,946 5,717 ( 5,229 )

Additional paid-in capital

162,337 194,631 32,294 159,384 183,690 24,306

Accumulated deficit

( 196,589 ) ( 221,556 ) ( 24,967 ) ( 153,367 ) ( 172,444 ) ( 19,077 )

Total stockholders' equity (deficit)

( 34,247 ) ( 26,920 ) 7,327 5,979 11,208 5,229

Total liabilities and stockholders' equity (deficit)

20,353 20,353 — 16,925 16,925 —

March 31, 2025

June 30, 2025

Under Old Policy

Under New Policy

Under Old Policy

Under New Policy

Condensed Consolidated Balance Sheets

Warrant liability - long-term

$ 13,749 $ — $ ( 13,749 ) $ 20,553 $ 16,973 $ ( 3,580 )

Total liabilities

20,971 7,222 ( 13,749 ) 28,758 25,178 ( 3,580 )

Additional paid-in capital

159,869 192,163 32,294 160,286 192,580 32,294

Accumulated deficit

( 159,803 ) ( 178,348 ) ( 18,545 ) ( 167,443 ) ( 196,157 ) ( 28,714 )

Total stockholders' equity (deficit)

42 13,791 13,749 ( 7,165 ) ( 3,585 ) 3,580

Total liabilities and stockholders' equity (deficit)

21,013 21,013 — 21,593 21,593 —

Three Months Ended Three Months Ended

September 30, 2025

September 30, 2024

Under Old Policy

Under New Policy

Under Old Policy

Under New Policy

Condensed Consolidated Statement of Operations

Gain (loss) from change in fair value of warrant liability

$ ( 2,157 ) $ 1,591 $ 3,748 $ ( 1,728 ) $ — $ 1,728

Transaction costs allocated to warrant liabilities

( 530 ) ( 530 ) — ( 993 ) — 993

Loss on issuance of warrant liabilities

( 20,609 ) ( 20,609 ) — ( 847 ) — 847

( 29,147 ) ( 25,399 ) 3,748 ( 10,592 ) ( 7,024 ) 3,568

Net loss per common share - basic and diluted

( 0.78 ) ( 0.68 ) 0.10 ( 2.85 ) ( 1.89 ) 0.96

Other comprehensive income (loss)

( 29,153 ) ( 25,405 ) 3,748 ( 10,578 ) ( 7,010 ) 3,568

Nine Months Ended Nine Months Ended

September 30, 2025

September 30, 2024

Under Old Policy

Under New Policy

Under Old Policy

Under New Policy

Condensed Consolidated Statement of Operations

Gain (loss) from change in fair value of warrant liability

$ 16,506 $ 1,031 $ ( 15,475 ) $ 1,423 $ — $ ( 1,423 )

Transaction costs allocated to warrant liabilities

( 3,525 ) ( 1,737 ) 1,788 ( 993 ) — 993

Loss on issuance of warrant liabilities

( 38,760 ) ( 30,962 ) 7,798 ( 847 ) — 847

( 43,223 ) ( 49,112 ) ( 5,889 ) ( 19,881 ) ( 19,464 ) 417

Net loss per common share - basic and diluted

( 2.08 ) ( 2.36 ) ( 0.28 ) ( 6.83 ) ( 6.69 ) 0.14

Other comprehensive income (loss)

( 43,226 ) ( 49,115 ) ( 5,889 ) ( 19,868 ) ( 19,451 ) 417

Three Months Ended

June 30, 2025

June 30, 2024

Under Old Policy

Under New Policy

Under Old Policy

Under New Policy

Condensed Consolidated Statement of Operations

Gain (loss) from change in fair value of warrant liability

$ 9,609 $ ( 560 ) $ ( 10,169 ) $ 1,696 $ — $ ( 1,696 )

Transaction costs allocated to warrant liabilities

( 1,207 ) ( 1,207 ) — — — —

Loss on issuance of warrant liabilities

( 10,352 ) ( 10,352 ) — — — —

( 7,640 ) ( 17,809 ) ( 10,169 ) ( 4,319 ) ( 6,015 ) ( 1,696 )

Net loss per common share - basic and diluted

( 0.49 ) ( 1.15 ) ( 0.66 ) ( 1.70 ) ( 2.37 ) ( 0.67 )

Other comprehensive loss

( 7,640 ) ( 17,809 ) ( 10,169 ) ( 4,311 ) ( 6,007 ) ( 1,696 )

Six Months Ended

June 30, 2025

June 30, 2024

Under Old Policy Under New Policy Change Under Old Policy Under New Policy Change

Condensed Consolidated Statement of Operations

Gain (loss) from change in fair value of warrant liability

$ 18,663 $ ( 560 ) $ ( 19,223 ) $ 3,151 $ — $ ( 3,151 )

Transaction costs allocated to warrant liabilities

( 2,995 ) ( 1,207 ) 1,788 — — —

Loss on issuance of warrant liabilities

( 18,150 ) ( 10,352 ) 7,798 — — —

( 14,076 ) ( 23,713 ) ( 9,637 ) ( 9,289 ) ( 12,440 ) ( 3,151 )

Net loss per common share - basic and diluted

( 1.13 ) ( 1.90 ) ( 0.77 ) ( 3.71 ) ( 4.97 ) ( 1.26 )

Other comprehensive loss

( 14,073 ) ( 23,710 ) ( 9,637 ) ( 9,290 ) ( 12,441 ) ( 3,151 )

Three Months Ended

March 31, 2025

March 31, 2024

Under Old Policy

Under New Policy

Under Old Policy

Under New Policy

Condensed Consolidated Statement of Operations

Gain from change in fair value of warrant liability

$ 9,054 $ — $ ( 9,054 ) $ 1,455 $ — $ ( 1,455 )

Transaction costs allocated to warrant liabilities

( 1,788 ) — 1,788 — — —

Loss on issuance of warrant liabilities

( 7,798 ) — 7,798 — — —

( 6,436 ) ( 5,904 ) 532 ( 4,970 ) ( 6,425 ) ( 1,455 )

Net loss per common share - basic and diluted

( 0.69 ) ( 0.63 ) 0.06 ( 2.02 ) ( 2.61 ) ( 0.59 )

Other comprehensive loss

( 6,433 ) ( 5,901 ) 532 ( 4,979 ) ( 6,434 ) ( 1,455 )

The change in accounting policy did not have a material effect on the statement of cashflows for any current or prior period presented.

Accrued expenses and other current liabilities

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

June 30, 2025

September 30, 2025

December 31, 2024

Payroll and bonuses

Research and development

$ 1,413 $ 858

Payroll and bonuses

Legal, regulatory, professional and other

Due to related party

Operating lease liability - current

Due to related party

Total accrued expenses and other current liabilities

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

$ 3,566 $ 3,329

Additionally, accounts payable - due to related party was $ 19,000 and $ 20,000 at September 30, 2025 and December 31, 2024 , respectively,

Warrants and Equity

Warrant and Stock Issuances

In August 2025, the Company entered into a warrant exercise inducement offer letter with holders of certain existing warrants pursuant to which the holders agreed to exercise Series E warrants to purchase up to 16,216,216 shares of common stock with an exercise price of $ 0.37 per shares in exchange for the Company issuing new Series F warrants to purchase 64,864,864 shares of the Company's common stock.

Each Series F warrant had an exercise price of $0.55 per share and is exercisable as of the date of issuance to October 16, 2030.

The Company received gross proceeds of $ 6.0 million.

In addition, during August and September 2025, 2,996,192 shares of Series E warrants were exercised for $ 1.1 million.

The Series F warrants are classified as liability warrants within these consolidated condensed interim financial statements.

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.

and (iii) Series E warrants to initially purchase up to an aggregate of 48,240,000 shares of common stock (of which Series E warrants to purchase 16,216,216 shares of common stock were exercised as described in the above paragraph).

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

1 unchanged sentence

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.

Each Series E warrant has an initial exercise price of $ 0.37 per share and became exercisable beginning on the effective date of stockholder approval on August 18, 2025, at the Company's Annual Meeting.

The Company also received approval at the Annual Meeting to increase its authorized shares of common stock to 500,000,000 , such that it can issue all shares of common stock required under the Series E warrants upon any future adjustments to the exercise price of the Series E warrants.

The Series E warrants provide that if, while the Series E 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 Series E warrant agreement), at a purchase price per share less than the exercise price of the Series E warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants then in effect will be reduced to an amount equal to such new issuance price, and, the number of shares issuable upon exercise of the Series E 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 Series E 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 Series E common warrants then in effect, then the exercise price of the Series E warrants will be reduced to the lowest daily volume weighted average price during such period and, 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 Series E warrants expire on August 18, 2030.

As of November 10, 2025, the Company had received gross proc eeds of $7.5 million and may receive up to an additional approximately $ 10.3 million in gros s proceeds if the Series E warrants are fully exercised for cash.

Proceeds of offerings are allocated between common shares and Series E warrants first by allocating to the Series E 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.

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 stock 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.

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

Each common warrant will be exercisable upon the receipt of shareholder approval (which is anticipated to occur in the near term), will have an exercise price of $ 1.07 per share, and expire five years from the initial exercise date.

Each Series D warrant will expire five years from the initial exercise date.

The Company received gross proceeds of $ 3.5 million.

Based on the change in accounting policy as noted in Note 2, these Series D warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

In February 2025, the Company entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 5,828,570 shares of common stock pursuant to which the holder agreed to exercise for cash their existing warrants at a reduced exercise price of $ 1.00 in exchange for the Company's agreement to issue the inducement warrants to purchase up to 11,657,140 shares (Series C warrants) of the Company's common stock.

Each inducement warrant has an exercise price of $ 0.75 and is exercisable as of the date of issuance and may be exercised for a period of five years.

Each Series C warrant has an exercise price of $ 0.75 and was exercisable as of the date of issuance and may be exercised for a period of five years.

The Company received gross proceeds of $ 5.8 million.

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

Based on the change in accounting policy as noted in Note 2, these Series C warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

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).

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.

The loss on modification of the warrants of $ 0.4 million was recorded as a loss on issuance of warrant liabilities during the year ended December 31, 2024.

In October 2024, the Company’s shareholders approved the issuance of both the August 2024 warrants, as well as the warrant amendment.

The Company received gross proceeds of $ 5.5 million, before deducting the placement agent's fees and other offering expenses payable by the Company.

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 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.

In August 2024, the Company entered into a warran t 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.

Based on the change in accounting policy as noted in Note 2, the August 2024 warrants are classified within equity for all periods presented within these condensed consolidated interim financial statements.

Liability Classified Warrants

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

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.

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

June 30, 2025

December 31, 2024

September 30, 2025

Risk-free interest rate

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111.1 % to 112.7 %

107.0 % to 251.0 %

76.9 % to 99.4 %%

Expected life (years)

Dividend yield

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

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

Number of Shares

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( 19,212,408 ) $ 0.37 $ 0.37 $ 0.37 —

Balance at June 30, 2025

Balance at September 30, 2025

93,892,456 $ 0.37 $ 0.55 $ 0.49 5.0

Exercisable at June 30, 2025

Exercisable at September 30, 2025

93,892,456 $ 0.37 $ 0.55 $ 0.49 5.0

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.

For a summary of the changes in fair value and the impact of changes in accounting policy associated with the Company's warrant liability for the nine months ended September 30, 2025 , see Note 2 - Basis of presentation, principles of consolidation and significant accounting policies.

Subsequent to September 30, 2025, Series E warrants to purchase 1,175,351 shares of common stock were exercised at $ 0.37 per share.

Equity Classified Warrants

A summary of the Company's equity classified warrant activity during the nine months ended September 30, 2025 and related information follows:

Number of Shares Range of Warrant Exercise

Under Warrant

Price per Share

Balance at January 1, 2025

7,810,033 $ — $ —

19,966,089 $ 0.43 $ 1.64

( 7,477,570 ) $ 0.00 $ 2.23

Expired warrants

( 67,670 ) $ 94.50 $ 94.50

Balance at September 30, 2025

20,230,882 $ 0.00 $ 0.55

Exercisable at September 30, 2025

18,976,140 $ 0.75 $ 54.45

The equity awards granted primarily consist of Series C and Series D warrants granted during the quarter ended March 31, 2025.

Additionally, equity awards exercised during the nine months ended September 30, 2025 , primarily consisted of the Series A and B warrants exercised during the period.

In September 2025, the Company granted equity-classified warrants to purchase up to 375,000 shares of Company common stock with a ten -year term and an exercise price of $ 0.43 .

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

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.

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

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.

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

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

The Company issued 19,889 shares of common stock upon the vesting of RSUs in July 2025 pertaining to the prior quarter.

At Market Issuance Sales Agreement (ATM)

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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.

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 and either party may cancel upon two business days notice.

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.

The 2025 ATM Agreement terminates upon the sale of shares in the aggregate amount in the agreement.

Stock-Based Compensation

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,

As of September 30, 2025 , there wer e 4,677,666 shar es remaining to be issued under the Company's equity compensation plans.

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

Three Months Ended September 30,

Nine Months Ended September 30,

General and administrative

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$ 303 $ 353 $ 1,205 $ 1,299

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.

The Company recorded stock compensation expense for the equity classified warrants relating to non-employee consulting agreements o f $ 30,000 a nd $ 26,000 for the three months ended September 30, 2025 and 2024 , respectively, and $ 88,000 and $ 94,000 for the nine months ended September 30, 2025 and 2024 , respectively, which are included in the table above.

At September 30, 2025 , there was $ 440,000 of unrecognized stock compensation expense related to the Company's equity classified warrants.

In September 2025, the Company issued 1,441,500 stock options to employees and contractors at $ 0.43 per shares which have a ten -year term and vest over 4 years.

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 and six months ended June 30, 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 nine months ended September 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 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.

As a result, as of September 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 nine months ended September 30, 2025 and 2024 , respectively.

The effective tax rate for the nine months ended September 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.

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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.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing US 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 June 30, 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 September 30, 2025 .

Lease Obligations Payable

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,

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

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease cost

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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 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 .

The Company recorded approximately $ 12,000 in sublease income from a related party for the three months ended September 30, 2025 and 2024 and $ 37,000 for each of the nine months ended September 30, 2025 and 2024 .

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 $ 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 .

Operating cash flows from operating leases w as $ 40,000 and $ 39,000 for the three months ended September 30, 2025 and 2024 , respectively, and $ 119,000 and $ 107,000 for the nine months ended September 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 $ 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 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.

MD Anderson - Total expenses related to the Company's license agreements with MD Anderson w ere $ 32,000 and $ 63,000 for the three months ended September 30, 2025 and 2024 , respectively, and $ 115,000 and $$ 180,000 for the nine months ended September 30, 2025 and 2024 , respectively .

In October 2025, the Company entered into two separate options to license certain intellectual property related to WP1122 and a new formulation on WP1066.

Such licenses are tied to continue support of sponsored research at MD Anderson discussed below.

HPI - The Company has an agreement with Houston Pharmaceuticals, Inc.

(HPI), a related party, with total expenses o f $ 15,000 for each of the three months ended September 30, 2025 and 2024 , and $ 45,000 and $ 176,000 for the nine months ended September 30, 2025 and 2024 , respectively .

Sponsored Research Agreements - The expenses recognized under the agreements were $ 11,000 and $ 767,000 for the three months ended September 30, 2025 and 2024 , respectively, and $ 324,000 and $ 1,300,000 for the nine months ended September 30, 2025 and 2024 , respectively .

The Company entered into a research agreement with MD Anderson until 2027.

Such research supports the development efforts of the Company's three core technologies.

Subsequent Events

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

On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued, in connection with our 2024/2025 compensation year, to certain of our executive officers and board members and advisors, ten -year options to purchase an aggregate of 2,605,000 shares of our common stock pursuant to the Company’s 2024 Stock Plan with an exercise price of $ 0.49 per share, which vest in four equal annual, except installments subject to the respective individual’s continued service with us as of each such vesting date;

and performance stock units to acquire an aggregate of 1,550,000 shares of our common stock, which vest upon the attainment of performance milestones related to our lead clinical trial.

Subsequent to September 30, 2025, 736,549 shares were sold under the ATM Agreement for gross proceeds of $ 0.4 million at prices ranging from $ 0.4349 to $ 0.5601 .

Pursuant to the terms of the Series F warrants, the exercise price of the Series F warrants was lowered to $ 0.4349 per share on November 13, 2025, which was the sole date on which sales under the ATM Agreement were made at a price less than $ 0.55 per share.

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