What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-15 · 406 added, 472 removed, 1680 unchanged (34% of the section changed)

Controls and Procedures

and Procedures

of Disclosure Controls and Procedures

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of Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that occurred

during the quarter ended December 31, 2022 covered by this report that has materially affected or is reasonably likely to materially affect

our internal control over financial reporting.

Other Information

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections

Directors, Executive

Officers And Corporate Governance

during the quarter ended December 31, 2023 covered by this report that has materially affected or is reasonably likely to materially

affect our internal control over financial reporting.

Regarding Foreign Jurisdictions that Prevent Inspections

Executive Officers And Corporate Governance

directors hold office for one-year terms until the election and qualification of their successors.

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regarding our executive officers and the members of our board of directors.

Chairman of the Board, Director

Chief Executive Officer and President, Director

Chief Medical Officer

Chief Business Officer

Chief Financial Officer

Chief Technology Officer

Theresa Matkovits

Chief Development Officer

Herbert Conrad

Kathryn Corzo

Natasha Giordano

Matthew Wikler

of the Board, Director

Executive Officer and President, Director

Medical Officer

Business Officer

Financial Officer

Technology Officer

Development Officer

Jabbour, JD was appointed Chief Executive Officer in March 2018.

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Hoover was the Chief

Business Officer at Millendo Therapeutics, a public, clinical stage biotech, from 2016 to 2021.

Business Officer at Millendo Therapeutics (now Tempest Therapeutics (NASDAQ:

TPST)), a public, clinical stage biotech, from 2016 to 2021.

Prior to joining Millendo, Mr.

was Vice President of New Product Planning and Corporate Development and Licensing at Sunovion Pharmaceuticals Inc.

Hoover started

his pharmaceutical career at GSK in 2001 working in the Global Commercial Strategy group.

Earlier in his career, Mr Hoover worked for

The Boston Consulting Group.

Hoover holds a M.B.A.

from the University of North Carolina and a B.A.

Hoover was Vice President of New Product Planning and Corporate Development and Licensing at Sunovion

Pharmaceuticals Inc, a global biopharmaceutical company.

Hoover started his pharmaceutical career at GSK in 2001 working in the Global

Commercial Strategy group.

Earlier in his career, Mr Hoover worked for The Boston Consulting Group.

Hoover holds an M.B.A.

University of North Carolina and a B.A.

from Harvard College.

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of Science and Technology of China.

Matkovits, PhD has served as Chief Development officer since September 2018.

Matkovits, PhD has served as Chief Development officer since October 2018.

She joined the Company after having most recently

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Matkovits serves on the Board of Directors of Appili Therapeutics (TSX:

Matkovits earned her Ph.D.

in Biochemistry and Molecular Biology from the University of Medicine and

Dentistry of NJ.

APLIF), and is Chairperson of GoodCap Pharmaceuticals, a privately held pharmaceutical company.

Matkovits earned her

in Biochemistry and Molecular Biology from the University of Medicine and Dentistry of NJ.

Ende has served on our board of directors since April 2017 and was selected to be Chairman of the Board of Directors of our Company

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Scibetta has served as a member of our board of directors since November 2013.

Scibetta is currently the Chief Executive

Officer of ImmuneID, Inc., a privately held company that leverages existing antibody

responses to rapidly unveil the complexities of the immune system, thereby revealing pathways leading to precise, transformative therapies.

Scibetta is currently a senior consultant

with Rock Springs Capital, an investment firm that manages long-biased, healthcare-focused public equity funds.

Between 2021 and 2023,

Scibetta was the Chief Executive Officer of ImmuneID, Inc., a privately held company that

leverages existing antibody responses to rapidly unveil the complexities of the immune system, thereby revealing pathways leading to

precise, transformative therapies.

Prior to ImmuneID, Mr.

Scibetta was Chief Executive Officer of Maverick Therapeutics, a development stage immune-oncology company,

from 2017 until 2021 when it was acquired by Takeda Pharmaceutical Company Limited.

Prior to Maverick, he was President and Chief Financial

Officer of Pacira Pharmaceuticals, Inc.

PCRX), a specialty pharmaceutical company, a position he has held since October 2015.

Scibetta was Chief Executive Officer of Maverick Therapeutics, a development

stage immune-oncology company, from 2017 until 2021 when it was acquired by Takeda Pharmaceutical Company Limited.

Prior to Maverick,

he was President and Chief Financial Officer of Pacira Pharmaceuticals, Inc.

PCRX), a specialty pharmaceutical company, a position

he has held since October 2015.

Prior to that, Mr.

Scibetta was the Chief Financial Officer of Pacira since 2008.

Prior to joining Pacira in August 2008, he served as

a consultant to Genzyme Corporation following the sale of Bioenvision Inc.

Prior to joining Pacira

in August 2008, he served as a consultant to Genzyme Corporation following the sale of Bioenvision Inc.

BIVN) to Genzyme in

From 2006 to 2007 Mr.

was CFO of Bioenvision.

From 2001 to 2006, he was Executive Vice President and Chief Financial Officer of Merrimack Pharmaceuticals Inc.

Scibetta has previously served on the board of directors at the following life sciences companies:

Scibetta was CFO of Bioenvision.

From 2001 to 2006, he was Executive Vice President and Chief Financial Officer

of Merrimack Pharmaceuticals Inc.

Scibetta has previously served on the board of directors at the following life

sciences companies:

NEPH), Merrimack Pharmaceuticals and Labopharm Inc.

Prior to his executive management experience, Mr.

Scibetta spent over a decade in

investment banking where he was responsible for sourcing and executing transactions for a broad base of public and private healthcare

and life sciences companies.

Scibetta received his Bachelor of Science in Physics from Wake Forest University and an MBA from the

University of Michigan.

Prior to his executive management experience,

Scibetta spent over a decade in investment banking where he was responsible for sourcing and executing transactions for a broad base

of public and private healthcare and life sciences companies.

Scibetta received his Bachelor of Science in Physics from Wake Forest

University and an MBA from the University of Michigan.

We believe Mr.

Scibetta is qualified to serve on our board of directors because of his extensive management experience

in the pharmaceutical industry, his investment banking experience and his experience as a chief financial officer and audit committee

member of several publicly traded companies.

Scibetta is qualified to serve on our board of directors because

of his extensive management experience in the pharmaceutical industry, his investment banking experience and his experience as a chief

financial officer and audit committee member of several publicly traded companies.

Wikler has served as a member of our board of directors since January 2018.

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believe in seeking and attracting scientific and clinical leaders in the field of infectious diseases to provide counsel and support

We have established separate Scientific Advisory Boards for MAT2203 and MAT2501 which consist of individuals who are experts

in their chosen fields and recipients of many academic honors and awards.

We have established a Scientific Advisory Board for MAT2203 which consists of individuals who are experts in their chosen

fields and recipients of many academic honors and awards.

board of directors has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate

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or waiver on our website.

Executive Compensation

Trading Policy

have adopted an insider trading policy (the “Trading Policy”) that is designed to promote compliance with federal securities

laws, rules and regulations, as well as the rules and regulations of the New York Stock Exchange.

The Trading Policy provides Matinas’s

standards on trading and causing the trading of our securities or securities of other publicly traded companies while in possession of

confidential information.

It prohibits trading in certain circumstances and applies to all of our directors, officers and employees as

well as independent contractors or consultants who have access to material nonpublic information of Matinas.

Additionally, our Trading

Policy imposes special additional trading restrictions applicable to all of our directors and executive officers.

The Trading Policy

is annexed to this Annual Report as an exhibit.

Compensation Table – 2023

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Name and Principal Position

Option Awards

All Other Compensation ($)

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Chief Development Officer

Amounts reflect the grant

date fair value of option awards granted in 2022 and 2021 in accordance with Accounting Standards Codification Topic 718.

amounts do not correspond to the actual value that will be recognized by the named executive officers.

reflect the grant date fair value of option awards granted in 2023 and 2022 in accordance with Accounting Standards Codification

These amounts do not correspond to the actual value that will be recognized by the named executive officers.

Disclosure to Summary Compensation Table

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Directors and Executive Officers as a group (12 persons) (13)

Includes 5,283,013 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 3,725,887 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,312,023 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 71,328 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 162,211 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

not include 162,209 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,048,690 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 71,328 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 418,138 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

not include 103,318 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,111,190 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 71,328 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 898,690 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

not include 71,328 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,393,500 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 1,244,100 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 301,042 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

not include 1,023,958 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,343,730 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 1,156,270 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 454,681 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

not include 1,045,319 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 1,474,980 shares of common stock issuable upon exercise of options that are exercisable within sixty days of March 3, 2023.

Does not include 1,125,020 shares of common stock underlying options that are not exercisable within sixty days of March 3, 2023.

Includes 6,451,704 shares of common stock issuable upon exercise of options.

Does not include 5,707,196 shares of common stock underlying

Includes 1,363,410 shares of common stock issuable upon exercise of options.

Does not include 182,185 shares of common stock underlying

Includes 549,186 shares of common stock issuable upon exercise of options.

Does not include 212,478 shares of common stock underlying

Includes 1,375,077 shares of common stock issuable upon exercise of options.

Does not include 182,185 shares of common stock underlying

Includes 776,515 shares of common stock issuable upon exercise of.

Does not include 182,185 shares of common stock underlying option.

Includes 1,287,577 shares of common stock issuable upon exercise of options.

Does not include 182,185 shares of common stock underlying

Includes 1,225,077 shares of common stock issuable upon exercise of options.

Does not include 182,185 shares of common stock underlying

Includes 1,905,501 shares of common stock issuable upon exercise of options.

Does not include 1,932,099 shares of common stock underlying

Includes 691,758 shares of common stock issuable upon exercise of options.

Does not include 1,643,242 shares of common stock underlying

Includes 1,815,078 shares of common stock issuable upon exercise of options.

Does not include 1,684,922 shares of common stock underlying

Includes 894,770 shares of common stock issuable upon exercise of options.

Does not include 1,605,230 shares of common stock underlying

Includes 1,927,578 shares of common stock issuable upon exercise of options.

Does not include 1,972,422 shares of common stock underlying

See notes (1) through (12).

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Common Stock Specimen (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed March 31, 2017 with the Securities and Exchange Commission).

Form of Warrant (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014).

Form of 2015 Investor Warrant.

(incorporated by reference to Exhibit 4.4 to the post-effective amendment No.

1 to Form S-1 filed with the SEC on April 17, 2015).

Form of 2015 Placement Agent Warrant.

(incorporated by reference to Exhibit 4.5 to the post-effective amendment No.

1 to Form S-1 filed with the SEC on April 17, 2015).

Description of Securities*

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(incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 31, 2015).

Employment Agreement, dated September 1, 2015, between Matinas Biopharma Holdings, Inc.

and Raphael J.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2015).

Lease Agreement, dated as of December 15, 2016, by and between CIP II/AR Bridgewater Holdings LLC, and Matinas BioPharma Holdings, Inc.

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Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Jerome Jabbour †*

and Jerome Jabbour (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Theresa Matkovits †*

and Theresa Matkovits (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Keith Kucinski †*

and Keith Kucinski (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and James Ferguson †*

and James Ferguson (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

Matinas BioPharma Holdings Corp.

Insider Trading Policy*

Subsidiaries Index*

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Section 1350 Certifications**

Matinas BioPharma Holdings, Inc.

Compensation Recovery Policy*

following financial information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in XBRL

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Board of Directors and Stockholders of

BioPharma Holdings, Inc.

on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Matinas BioPharma Holdings, Inc.

and Subsidiaries as of December 31, 2022 and 2021 and the related consolidated statements of

operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of their operations and

their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

have audited the accompanying consolidated balance sheets of Matinas BioPharma Holdings, Inc.

and Subsidiaries as of December 31, 2023

and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for

each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December

31, 2023 and 2022, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has recurring net losses and net cash flow used in operations that raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a

matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit

committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Accruals and prepaid balance for research and

development expenses

As disclosed in the consolidated statements of operations,

for the year ended December 31, 2022, the Company incurred significant research and development (“R&D”) expenses, which

amounted to approximately $16.7 million.

At December 31, 2022, the Company had accrued $1.2 million for R&D expenses on the consolidated

balance sheet.

The Company also recorded prepaid R&D expense of $2.7 million on the consolidated balance sheet.

A significant amount

of the Company’s R&D expenses are service fees paid to contract research organizations (“CROs) and contract manufacturing organizations

The R&D activities with these CROs and CMOs are documented in contractual agreements and are typically performed

over an extended period.

The amounts recorded on the consolidated balance sheet for such R&D contracts represent the Company’s

estimates of the unpaid and prepaid R&D expenses based on facts and circumstances known to the Company at that time, and are dependent

upon the timely and accurate reporting of CROs and CMOs.

The amount of R&D expense to be recognized under these agreements based on

the Company’s estimate of the progress of work completed during the financial reporting period and involves judgement and estimation.

We identified management’s estimate of accruals

for R&D expenses as a critical audit matter due to the significance of these expenses to the financial statements and the significant

judgement and estimation required by management in determining the progress or state of completion of clinical studies or services rendered.

As a result, a high degree of auditor judgement and additional testing were required to evaluate audit evidence relating to estimates

made by management.

Addressing the matter involved performing procedures and evaluating audit

evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to accruals

for R&D expenses included the following, among others, (i) we obtained an understanding of management’s process and evaluated

the design of controls over developing its estimate of accrued and prepaid R&D expenses, including the process of estimating the expenses

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

and prepaid balance for research and development expenses

disclosed in the consolidated statements of operations, for the year ended December 31, 2023, the Company incurred significant research

and development (“R&D”) expenses, which amounted to approximately $14.5 million.

At December 31, 2023, the Company had

accrued approximately $0.9 million for R&D expenses on the consolidated balance sheet.

The Company also recorded prepaid R&D

expense of approximately $0.7 million on the consolidated balance sheet.

A significant amount of the Company’s R&D expenses

are service fees paid to contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”).

The R&D activities with these CROs and CMOs are documented in contractual agreements and are typically performed over an extended

The amounts recorded on the consolidated balance sheet for such R&D contracts represent the Company’s estimates of

the unpaid and prepaid R&D expenses based on facts and circumstances known to the Company at that time, and are dependent upon the

timely and accurate reporting of CROs and CMOs.

The amount of R&D expense to be recognized under these agreements based on the Company’s

estimate of the progress of work completed during the financial reporting period and involves judgement and estimation.

identified management’s estimate of accruals and prepaid balances for R&D expenses as a critical audit matter due to the

significance of these expenses to the financial statements and the significant judgement and estimation required by management in

determining the progress or state of completion of clinical studies or services rendered.

As a result, a high degree of auditor

judgement and additional testing were required to evaluate audit evidence relating to estimates made by management.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the

consolidated financial statements.

Our audit procedures related to accruals and prepaid balances for R&D expenses included the

following, among others, (i) we obtained an understanding of management’s process and evaluated the design and implementation

of controls over developing its estimate of accrued and prepaid R&D expenses, including the process of estimating the expenses

incurred to date based on the status of the clinical studies;

(ii) we read selected agreements and contract amendments with CROs and CMOs

and evaluating the significant assumptions described above and the methods used in developing the R&D estimates and recalculating

the amounts that were unpaid and prepaid at the balance sheet date, (iii) we confirmed with CROs and CMOs contractual commitments and

amounts completed, paid and unpaid, and (iv) made direct inquiries of the Company research personnel regarding project status, and inspected

invoices received subsequent to year-end and additional documents and correspondence with the CROs and CMOs when used by management to

develop its estimate of R&D expenditures.

(ii) we read selected agreements and contract amendments with CROs and

CMOs and evaluating the significant assumptions described above and the methods used in developing the R&D estimates and

recalculating the amounts that were unpaid and prepaid at the balance sheet date, (iii) we confirmed with certain CROs and CMOs

contractual commitments and amounts completed, paid and unpaid, and (iv) made direct inquiries of the Company research personnel

regarding project status, and inspected invoices received subsequent to year-end and additional documents and correspondence with

the CROs and CMOs when used by management to develop its estimate of R&D expenditures.

EisnerAmper LLP

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Common stock par value $ 0.0001 per share, 500,000,000 shares authorized at December 31, 2023 and 2022, respectively;

217,264,526 and 216,269,450 issued and outstanding as of December 31, 2022 and 2021, respectively

217,264,526 issued and outstanding as of December 31, 2023 and 2022, respectively

Additional paid-in capital

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Other income, net

Preferred stock series B accumulated dividends

Net loss attributable to common shareholders

Net loss attributable to common shareholders per share – basic and diluted

Net loss per share – basic and diluted

Weighted average common shares outstanding:

Basic and diluted

Other comprehensive loss, net of tax

Net unrealized loss on securities available-for-sale

Other comprehensive loss, net of tax

Comprehensive loss attributable to shareholders

Other comprehensive gain/(loss), net of tax

Unrealized gain/(loss) on securities available-for-sale

Other comprehensive gain/(loss), net of tax

Comprehensive loss

accompanying notes are an integral part of these consolidated financial statements.

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(Loss)/Income

Preferred Stock B

Additional Paid-in

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Stock-based compensation

Issuance of common stock as compensation for services

Issuance of common stock in exchange for preferred stock

Issuance of common stock in public offering, net of stock issuance costs ($ 172,592 )

Issuance of common stock upon exercise of options

Issuance of common stock in exchange for warrants

Issuance of common

stock pursuant to the

Aquarius Merger Agreement

Stock dividends

Issuance of common stock pursuant to license agreement amendment

Other comprehensive loss

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Stock-based compensation

Issuance of common stock upon exercise of options

Issuance of common stock pursuant to license agreement amendment

Issuance of common stock in exchange for warrants

Other comprehensive loss

Other comprehensive income

Balance, December 31, 2023

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Stock issued pursuant to license agreement amendment

Stock issued pursuant to the Aquarius Merger Agreement charged to Research and Development

Changes in operating assets and liabilities:

Operating lease liabilities

Prepaid expenses and other current assets

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Accrued expenses and other liabilities

Operating lease liabilities

Net cash used in operating activities

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Cash flows from financing activities:

Net proceeds from public offering of common stock

Proceeds from exercise of options

Payments of capital lease liability – principal

Net cash provided by financing activities

Net (decrease)/increase in cash, cash equivalents and restricted cash

Net cash (used in) provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

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Supplemental non-cash financing and investing activities:

Unrealized loss on marketable debt securities

Unrealized gain/(loss) on marketable debt securities

Cash exercise of warrants in prepaid expenses and other current assets

Right-of-use asset in exchange from liabilities from an operating lease modification

Right-of-use asset in exchange from liabilities from operating lease

Right-of-use asset in exchange from liabilities from finance leases

Stock dividends issued

Preferred stock conversion into common stock - series B

accompanying notes are an integral part of these consolidated financial statements.

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and developing novel pharmaceutical products.

2 – Liquidity and Plan of Operations

2 – Liquidity, Plan of Operations and Going Concern

Company has experienced net losses and negative cash flows from operations each period since its inception.

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future, and that these losses will be increasing.

of December 31, 2022, the Company had cash and cash equivalents of $ 6,830 , marketable debt securities of $ 21,933 and restricted cash

The Company believes the cash and cash equivalents and marketable debt securities on hand are sufficient to fund planned operations

into the second quarter of 2024.

of December 31, 2023, the Company had cash and cash equivalents of $ 4,787 , marketable debt securities of $ 8,969 and restricted cash of

The Company does not believe that the cash and cash equivalents and marketable debt securities on hand are sufficient to fund planned operations beyond the next twelve months from the filing date of these financial statements.

As a result, substantial doubt exists about the Company’s ability to continue as

a going concern.

ability of the Company to continue as a going concern is dependent upon control over its operating expenses, anticipated proceeds from

future sales of common stock through the At-The-Market Sales Agreement (“Sales Agreement”) with BTIG, LLC.

and securing additional

While the Company believes in the viability of this strategy and believes the actions presently being taken by the Company

provide the opportunity for it to continue as a going concern, there can be no assurance the Company will be successful in its implementation.

In particular, utilization of the Sales Agreement may not be viable due to market conditions and new financing may not be available on

acceptable terms, or at all.

These consolidated financial statements do not include any adjustments related to the recoverability and

classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to

continue as a going concern.

3 – Summary of Significant Accounting Policies

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impact of events beyond our control

financial condition and results of operations may be impacted by factors we may not be able to control, such as the COVID-19 or other

pandemic, global supply chain disruptions, global trade disputes and/or political instability.

Increases in interest rates, especially

if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty

and heightening these risks.

Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related

costs and clinical trial expenses, negatively impacting our results of operations.

Company’s financial results for the year ended December 31, 2022 were not significantly impacted by COVID-19 or other factors beyond

our control, such as those described above.

However, the Company cannot predict the impact of any of these factors on future results

or the Company’s ability to raise capital due to a variety of factors, including but not limited to the continued good health of

Company employees, the ability of service providers and suppliers to continue to operate and deliver, the ability of the Company to maintain

operations, and any government and/or public actions taken in response to these factors.

financial condition and results of operations may be impacted by factors we may not be able to control, such as pandemics, global supply

chain disruptions, global trade disputes and/or political instability.

Increases in interest rates, especially if coupled with reduced

government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening

Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related costs and

clinical trial expenses, negatively impacting our results of operations.

Company’s financial results for the year ended December 31, 2023 were not significantly impacted by factors beyond our control,

such as those described above.

However, the Company cannot predict the impact of any of these factors on future results or the Company’s

ability to raise capital due to a variety of factors, including but not limited to the continued good health of Company employees, the

ability of service providers and suppliers to continue to operate and deliver, the ability of the Company to maintain operations, and

any government and/or public actions taken in response to these factors.

preparation of consolidated financial statements in conformity with U.S.

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items subject to such estimates and assumptions include, but are not limited to, the Company’s research and development expenses

the assessment of the impairment of goodwill and intangible assets, income tax

valuations and the determination of stock-based compensation.

and the assessment of the impairment of goodwill and intangible assets.

and geographic information

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treasury bonds, U.S.

government notes, corporate debt securities

and state and municipal bonds.

Marketable debt securities are carried at fair value, with unrealized gains and losses reported as accumulated

other comprehensive (loss)/income, except for losses from impairments which are determined to be other-than-temporary.

Realized gains

and losses and declines in value judged to be other-than-temporary are included in the determination of net loss and are included in

other income, net.

government notes and corporate debt securities

are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss, except for losses from

impairments which are determined to be other-than-temporary.

Any premium or discount arising at purchase is amortized and/or accreted

to interest income and/or expense over the life of the instrument.

The Company reviews its portfolio of available-for-sale debt securities,

using both qualitative and quantitative factors, to determine if declines in fair value below cost have resulted from a credit-related

loss or other factors.

Realized gains and losses and declines in value judged to be other-than-temporary are included in the determination

of net loss and are included in other income, net.

Fair values are based on quoted market prices at the reporting date.

Interest and dividends on available-for-sale

securities are included in other income, net.

For a complete disclosure of the Company’s marketable debt securities, see Note 4

– Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities.

dividends on available-for-sale securities are included in other income, net.

For a complete disclosure of the Company’s marketable

debt securities, see Note 4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities.

Concentration

of credit risk

The Company’s financial instruments that are exposed to concentrations

of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable debt securities.

The Company’s investment

policy is to invest only in institutions that meet high credit quality standards and establishes limits on the amount and time to maturity

of investments with any individual counterparty.

Balances are maintained at U.S.

financial institutions and may from time to time exceed

the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $ 250 per depositor, per insured bank for each account

ownership category.

The Company has not experienced any credit losses associated with its balances in such accounts for the years ended

December 31, 2022 and 2021.

Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents,

restricted cash and marketable debt securities.

The Company’s investment policy is to invest only in institutions that meet high

credit quality standards and establishes limits on the amount and time to maturity of investments with any individual counterparty.

are maintained at U.S.

financial institutions and may from time to time exceed the Federal Deposit Insurance Corporation (“FDIC”)

insurance limit of $ 250 per depositor, per insured bank for each account ownership category.

The Company has not experienced any credit

losses associated with its balances in such accounts for the years ended December 31, 2023 and 2022.

improvements and equipment

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term of the lease.

retirement or sale, the cost of assets disposed of and related accumulated depreciation and amortization is removed from the accounts

and any resulting gain or loss is included in loss from operations.

Expenditures for repairs and maintenance are charged to expense as

For a complete disclosure of the Company’s leasehold improvements and equipment, see Note 6 – Leasehold Improvements

and Equipment.

and other intangible assets

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it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount.

If the Company determine this is

the case, the Company can perform further analysis to identify and measure the amount of goodwill impairment loss to be recognized, if

If the Company determines this is

the case, the Company can perform further quantitative analysis to identify and measure the amount of goodwill impairment loss to be

recognized, if any.

reporting unit is an operating segment, or one level below an operating segment.

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in a single operating segment and reporting unit.

For the years ended December 31, 2022 and 2021, the Company assessed goodwill impairment

by performing a qualitative test for its reporting unit.

As part of the qualitative review, the Company considered relevant events and

circumstances, with an emphasis on the fact that the Company’s fair value, as determined by its market capitalization, is well

in excess of its book value.

Based on the results of the Company’s assessment, it was determined that it is more-likely-than-not

that its goodwill was not impaired during the years ended December 31, 2022 and 2021.

the year ended December 31, 2023, due primarily to there being substantial doubt about the ability of the Company to continue as a going

concern, the Company assessed goodwill impairment by performing a quantitative analysis for its reporting unit.

As part of the quantitative

review, the Company considered whether its fair value, determined as the price a market participant would be willing to pay in a potential

acquisition of the Company, exceeds its carrying value, including goodwill.

Based on the results of the Company’s assessment, it

was determined that its goodwill was not impaired.

the year ended December 31, 2022, the Company assessed goodwill impairment by performing a qualitative analysis for its reporting unit.

As part of the qualitative review, the Company considered relevant events and circumstances, with an emphasis on the fact that the Company’s

fair value, as determined by its market capitalization, was well in excess of its book value.

Based on the results of the Company’s

assessment, it was determined that it is more-likely-than-not that its goodwill was not impaired.

lived intangible assets are composed of in-process research and development (“IPR&D”) and represent projects acquired

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Similar to the impairment

test for goodwill, the Company may perform a qualitative review of its indefinite-lived intangible assets for impairment.

used the qualitative approach and concluded that it was more-likely-than-not that its indefinite-lived assets were no t impaired during

the years ended December 31, 2022 and 2021.

test for goodwill, the Company may perform a qualitative review of its indefinite-lived intangible assets for impairment in order to

determine the necessity of performing a quantitative analysis to identify and measure the amount of impairment loss to be recognized,

the year ended December 31, 2023, the Company performed a quantitative analysis, using a discounted cash flow approach to determine fair

value, and concluded that its indefinite-lived assets were not impaired.

For the year ended December 31, 2022, the Company used the qualitative

approach and concluded that it was more-likely-than-not that its indefinite-lived assets were not impaired.

Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 842, “Leases”,

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leases, see Note 8 – Leases.

stock dividends

to provisions detailed more fully in Note 12 - Stockholders’ Equity, shares of Series B Preferred Stock earned dividends at rates

of 10 % , 15 % and 20 % once per year on the first, second and third anniversary, respectively, of June 19, 2018.

The dividends were paid

when earned to the holders of the Series B Preferred Stock in the form of shares of the Company’s common stock and all Series B Preferred Stock were converted in 2021.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

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loss per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock

outstanding during the period and other securities that participate in dividends (a “participating security”).

considered its Preferred Stock to be participating securities because the shares included rights to participate in dividends with the

common stock.

outstanding during the period and other securities.

the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net income attributable

to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

The net loss attributable

to common stockholders is calculated by adjusting the net loss of the Company for the accretion on the Preferred Stock.

Net losses are

not allocated to preferred stockholders as they do not have an obligation to share in the Company’s net losses.

In periods with

net income attributable to common stockholders, the Company would allocate net income first to preferred stockholders based on dividend

rights under the Company’s certificate of incorporation and then to preferred and common stockholders based on ownership interests.

Diluted net loss per share attributable to common stockholders is computed using the more dilutive of (1) the two-class method or (2)

the if-converted method.

Diluted net loss per share

attributable to common stockholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method.

the years ended December 31, 2023 and 2022, diluted earnings per common share is the same as basic earnings per common share because,

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price that is allocated to the respective performance obligation when the performance obligation is satisfied.

the year ended December 31, 2022, the Company’s revenues primarily consist of contract research revenue from the BioNTech Agreement

to evaluate the combination of mRNA formats utilizing the Company’s proprietary LNC Platform.

For a complete disclosure of the

Company’s Revenue Recognition, see Note 9 – Revenue Recognition, Collaboration Agreements, and Other Research and Development

the years ended December 31, 2023 and 2022, the Company’s revenues primarily consist of contract research revenue from the BioNTech

Agreement to evaluate the combination of mRNA formats utilizing the Company’s proprietary LNC Platform.

For a complete disclosure

of the Company’s Revenue Recognition, see Note 9 – Revenue Recognition, Collaboration Agreements, and Other Research and

Development Agreements.

December 12, 2019, the Company entered into a feasibility study agreement (the “Agreement”) with Genentech, Inc.

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are no contract assets associated with this Agreement.

As of December 31, 2022, the Company completed the first and second of the three

molecules and the Company recognized $ 33 of Genentech revenue for the years ended December 31, 2021 and 2020, respectively.

is scheduled to complete performance obligation related to the remaining molecule during 2023.

The Company recognized $ 33 and $ 0 of Genentech revenue for the years ended December

31, 2023 and 2022, respectively.

As of December 31, 2023, the Company completed its obligations for all three molecules.

Collaboration

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in the amount of cumulative costs have been recognized.

As of December 31, 2022 and 2021, the Company recognized $ 811 and $ 2,179 , respectively,

of reimbursed research and development costs associated with the CFF Agreement.

For a complete disclosure of the CFF Agreement, see Note

9 – Collaboration Agreements, Collaboration Agreements, and other Research and Development Agreements.

During the years ended December 31, 2023 and 2022, the Company recognized $ 88

and $ 811 , respectively, of reimbursed research and development costs associated with the CFF Agreement.

For a complete disclosure of

the CFF Agreement, see Note 9 – Collaboration Agreements, Collaboration Agreements, and other Research and Development Agreements.

and development expenses

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accounting pronouncements

were no recent accounting pronouncements that impacted the Company or are expected to have a significant effect on its consolidated financial

November 2023, the FASB issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures (“ASU 2023-07”).

This ASU requires disclosure of significant segment expenses that

are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with description

of composition, and disclosure of the title and position of the CODM.

ASU 2023-17 is effective for annual periods beginning after December

31, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and this ASU should be

applied retrospectively to each period presented in the financial statements.

Since the Company views its operations and manages its

business in one operating and reporting segment, the Company believes this additional disclosure will not have an impact on its consolidated

financial statements and related disclosures.

As a result, we intend to adopt the provision of this ASU in the fourth quarter of 2024.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclousres (“ASU 2023-09”) .

This ASU requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation and provide

additional information for reconciling items that meet a five percent quantitative threshold.

Additionally, the ASU requires all entities

to disclose the amount of income taxed paid disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions where

income taxes paid are equal to or greater than five percent of total income taxes paid.

ASU 2023-09 is effective for annual periods beginning

after December 31, 2024.

Early adoption is permitted and this ASU should be applied on a prospective basis, a retrospective application

permitted in the financial statements.

The Company is currently evaluating the impact of the new standard on our consolidated financial

statements and related disclosures.

As a result, we intend to adopt the provisions of this ASU in the fourth quarter of 2025.

4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities

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Realized gains and losses from marketable debt securities are recorded in other income, net.

the years ended December 31, 2022 and 2021, the Company recorded unrealized losses of $ 679 and $ 374 , respectively.

As of December 31,

2022 and 2021, the Company had net accumulated unrealized losses of $ 824 and $ 145 , respectively.

Company’s marketable debt securities for the year ended December 31, 2022 consisted of the following:

Schedule of Marketable Securities

Amortized Cost

Unrealized Gain

Unrealized (Loss)

Amortized Cost

Unrealized (Loss)

Company did not incur any realized gains and losses during the years ended December 31, 2023 and 2022.

For the years ended December 31,

2023 and 2022, the Company recorded unrealized gains/(losses) of $ 603 and ($ 679 ), respectively.

As of December 31, 2023 and 2022, the

Company had net accumulated unrealized losses of $ 221 and $ 824 , respectively.

following tables summarize the Company’s marketable debt securities as of December 31, 2023:

of Marketable Debt Securities

Treasury Bonds

Government Notes

Corporate Debt Securities

Total marketable debt securities

of debt securities classified as available-for-sale were as follows at December 31, 2022:

Schedule of Maturities of Debt Securities Available-for-sale

Due within one year

Due after one year through five years

debt securities classified as available-for-sale are due to mature within one year of December 31, 2023.

Company’s marketable debt securities for the year ended December 31, 2022 consisted of the following:

Unrealized (Loss)

Amortized Cost

Unrealized Gain

Unrealized (Loss)

Treasury Bonds

Government Notes

Corporate Debt Securities

State and Municipal Bonds

Total marketable debt securities

of debt securities classified as available-for-sale were as follows at December 31, 2022:

Schedule of Maturities of Debt Securities Available-for-sale

Due within one year

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Government Notes

Corporate Debt Securities

Fair Value Hierarchy

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Marketable Debt Securities:

Treasury Bonds

Government Notes

Corporate Debt Securities

State and Municipal Bonds

treasury bonds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical

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Marketable debt securities consisting of U.S.

government notes, corporate debt securities and state and municipal

bonds are classified as Level 2 and are valued using quoted market prices in markets that are not active.

government notes and corporate debt securities are classified

as Level 2 and are valued using quoted market prices in markets that are not active.

6 – Leasehold Improvements and Equipment

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Leasehold improvements

Leasehold improvements and equipment, gross

accumulated depreciation and amortization

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Payroll and incentives

Deferred revenue *

General and administrative expenses

Research and development expenses

Deferred revenue *

Other deferred liabilities **

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(the “Genentech Agreement”).

Both balances are expected to be recognized by March 31, 2023.

At December 31, 2021, the balance of $ 33 was related to the Genentech

(See Note 9 – Revenue

Recognition, Collaboration Agreements, and Other research and Development Agreements).

December 31, 2022 and December 31, 2021, the balances of $ 88 and $ 899 , respectively, related to an award agreement with the Cystic

Fibrosis Foundation (the “CFF Agreement).

(See Note 9 – Revenue Recognition, Collaboration Agreements, and Other Research

and Development Agreements).

(See Note 9 – Revenue Recognition, Collaboration Agreements, and Other research and Development Agreements).

December 31, 2022, the balance of $ 88 was related to an award agreement with the Cystic Fibrosis Foundation (the “CFF Agreement).

(See Note 9 – Revenue Recognition, Collaboration Agreements, and Other Research and Development Agreements).

Company has various lease agreements including leases of office space, a laboratory and manufacturing facility, and various equipment.

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and BioNTech SE will fund certain of the Company’s research expenses to be incurred under the agreement.

The parties have also

commenced discussions on a potential option to license (“OTL”) agreement for the Company’s LNC Platform.

the agreement begins on the effective date and ends on the earlier of the execution of an OTL agreement by the parties, 12-months after

the effective date and termination of the agreement.

As of December 31, 2022, the parties have not executed an OTL agreement.

The term of the agreement

began on the effective date and expired on April 8, 2023.

Company assessed the BioNTech Agreement under ASC 808 Collaboration Arrangements and ASC 606 Revenue from Contracts with Customers

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both the license and research services.

$ 2,750 license fee was recorded as deferred revenue and is being recognized over the term of the contract performance obligation period,

which the Company has concluded to be 12 months after the execution of the contract.

The clinical research services are being invoiced

as service revenue is earned on a monthly basis during the term of the contract.

of December 31, 2022, the Company recognized $ 3,188 of contract research revenue from the BioNTech Agreement.

For the year ended December

31, 2022 $ 2,063 of the contract research revenue was recognized from the license fee and $ 1,125 was earned from the monthly clinical

research services performed by the Company.

As of December 31, 2022, $ 688 of the license fee is included in deferred revenue within accrued

$ 2,750 license fee was recorded as deferred revenue and was recognized over the term of the contract performance obligation period, which

the Company concluded to be 12 months after the execution of the contract.

The clinical research services were invoiced as service revenue

was earned on a monthly basis during the term of the contract.

the year ended December 31, 2023, $ 688 of the contract research revenue was recognized from the license fee and $ 375 was earned from

the monthly clinical research services performed by the Company.

As of December 31, 2023, the Company had recognized all of contract

research revenue from the BioNTech Agreement.

Fibrosis Foundation Therapeutics Development Award

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of December 31, 2023, the Company has received $ 3,635 of the $ 4,555 commitment, inclusive of the Amendment’s additional milestone

payment, and the related deferred liability balances of $ 88 and $ 899 is included in accrued expenses at December 31, 2022 and December

payment, and a related deferred liability balance of $ 0 and $ 88 is included in accrued expenses at December 31, 2023 and December 31,

2022, respectively.

During the fourth quarter of 2022, for financial and technical reasons, the Company determined that it was not

commercially reasonable to continue the development of MAT2501 and instead elected to focus existing resources on other initiatives.

As a result, the Company does not anticipate receiving the balance of the commitment.

to the terms of the CFF Agreement, should the Company ceases to use commercially reasonable efforts directed to the development of MAT2501

in the Field, (an “Interruption”) and fail to resume the development of the Product after receiving from CFF notice of an

Interruption, then the Company must either repay the amount of the Award actually received by the Company, or grant to CFF (1) an exclusive

(even as to the Company), worldwide, perpetual, sublicensable license under technology developed under the Agreement that covers the

Product for use in treating infections in CF patients (the “CF Field”), and (2) a non-exclusive, worldwide license under

certain background intellectual property covering the Product, to the extent necessary to commercialize the Product in the CF Field.

Following discussion with the CFF in early 2023, the Company does not believe it will have to repay any amounts of Awards received by

the Company to date pursuant to the terms of the CFF Agreement.

The Company is working together with the CFF to wind up the agreement

according to its terms.

the event that the Company chooses to resume development of MAT2501, pursuant to the terms of the Agreement, the Company is obligated

to make royalty payments to CFF contingent upon commercialization of the Product in the Field up to a maximum of five times the Award

or approximately $ 21.2 million (the “Royalty Cap”), payable in three equal annual installments following the first commercial

sale of the Product, the first of which is due within 90 days following the first commercial sale of the Product.

The Company may also

be obligated to make a payment to CFF if the Company transfers, sells or licenses the Product in the CF Field, or if the Company enters

into a change of control transaction which will be applied against the Royalty Cap.

In addition, the Company is also obligated to make

up to two royalty payments to CFF of approximately $ 4.2 million each, due in the calendar years in which specific net sales milestones

are achieved.

term of the Agreement commenced on November 19, 2020 and expires on the earlier of the date on which the Company has paid CFF all of

the fixed royalty payments set forth therein, the effective date of any license granted to CFF following an Interruption, or upon earlier

termination of the Agreement.

Either CFF or the Company may terminate the agreement for cause, which includes the Company’s material

failure to achieve certain development milestones.

The Company’s payment obligations survive the termination of the Agreement.

Company concluded that the CFF award is in the scope of ASC 808.

Accordingly, as discussed in Note 3, the award amounts received from

CFF upon achievement of certain milestones are recognized as credits to research and development expenses in the period the Development

Program’s expenses are incurred.

During the years ended December 31, 2022 and 2021, the Company recognized $ 811 and $ 2,179 , respectively,

as credits to research and development expenses related to the CFF award.

During the years ended December 31, 2023 and 2022, the Company recognized $ 88 and $ 811 , respectively, as credits

to research and development expenses related to the CFF award.

During the fourth quarter of 2022, for financial and technical reasons,

the Company determined that it was not commercially reasonable to continue the development of MAT2501 and instead elected to focus existing

resources on other initiatives.

As a result, the Company does not anticipate receiving the balance of the commitment and has no further

obligations to CFF.

Feasibility Study Agreement

December 12, 2019, the Company entered into the Genentech Agreement which involves the development of oral formulations using the Company’s

LNC Platform.

Under the terms of the Genentech Agreement, Genentech paid the Company a total of $100 for the development of three molecules,

or approximately $33 per molecule, which is being recognized upon the Company fulfilling its obligations for each molecule under the

Genentech Agreement .

The Company recorded the upfront consideration as deferred revenue, which is included in accrued expenses on the

consolidated balance sheets.

As of December 31, 2021, the Company completed its obligations related to the first and second of the three

During the year ended December 31, 2022, the Company did not complete its obligations related to the remaining molecule but

expects to do so during 2023.

the acquisition of Aquarius, the Company acquired a license from Rutgers University, The State University of New Jersey (successor

in interest to the University of Medicine and Dentistry of New Jersey) for certain patents related to the LNC Platform (the “License Agreement”).

Amended and Restated Exclusive License Agreement provides for, among other things, the payment of (1) royalties on a tiered basis

between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a one-time sales

milestone fee of $ 100

when and if sales of products using the licensed technology reach the specified sales threshold and (3) an annual license fee of

over the term of the License Agreement.

The term of the License Agreement will remain in effect until the expiration of the last-to-expire patent rights

licensed or seven and one-half years from the date of the first commercial sale of a licensed product under this agreement, whichever

December 12, 2019, the Company entered into the Genentech Agreement which involves the development of oral formulations using the

Company’s LNC Platform.

Under the terms of the Genentech Agreement, Genentech paid the Company a total of $ 100 for the

development of three molecules, or approximately $ 33 per molecule, which is being recognized upon the Company fulfilling its

obligations for each molecule under the Genentech Agreement.

The Company recorded the upfront consideration as deferred revenue,

which is included in accrued expenses on the consolidated balance sheets.

As of December 31, 2022, the Company completed its

obligations related to the first and second of the three molecules.

During the year ended December 31, 2023, the Company completed

its obligations related to the remaining molecule.

the acquisition of Aquarius, the Company acquired a license from Rutgers University, The State University of New Jersey (successor in

interest to the University of Medicine and Dentistry of New Jersey) for certain patents related to the LNC Platform (the “License

The Second Amended and Restated Exclusive License Agreement provides for, among other things, the payment of (1) royalties

on a tiered basis between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a

one-time sales milestone fee of $100 when and if sales of products using the licensed technology reach the specified sales threshold

and (3) an annual license fee of $50 over the term of the License Agreement.

The term of the License Agreement will remain in effect

until the expiration of the last-to-expire patent rights licensed or seven and one-half years from the date of the first commercial sale

of a licensed product under this agreement, whichever is later.

10 – Commitments

payment rights

to the terms of the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”)

for our Series A Preferred Stock, the Company may be required to pay royalties of up to $ 35 million per year.

If and when the Company

obtains FDA or EMA approval of MAT2203 and/or MAT2501, which we do not expect to occur before 2027, if ever, and/or if the Company generates

sales of such products, or receives any proceeds from the licensing or other disposition of MAT2203 or MAT2501, the Company will be required

to pay to certain former holders of its Series A Preferred Stock, in aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined

in the Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds

(as defined in the Certificate of Designations), subject in all cases to a cap of $10 million per calendar year.

The Royalty Payment

Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033 .

Company also has employment agreements with certain employees which require the funding of a specific level of payments, if certain events,

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Valuation Allowance

Discrete items

income tax rate

Effective income tax

Company has no current income taxes payable other than certain state minimum taxes which are included in general and administrative expenses.

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change since the Company’s inception.

Under the Tax Cuts and Jobs Act of 2017, research

and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S.

tax purposes effective

January 1, 2022.

the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and

amortized for U.S.

tax purposes effective January 1, 2022.

The mandatory capitalization requirement increases our deferred tax assets.

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of net taxable income for losses arising in taxable years beginning after December 31, 2017.

This NOL limitation was suspended for years

2018 through 2020 as a result of the CARES Act.

12 – Stockholders’ Equity

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Equity Offering

July 2, 2020, the Company entered into an At-The-Market (“ATM”) Sales Agreement (the “Sales Agreement”) with

BTIG, LLC (“BTIG”), pursuant to which the Company may offer and sell, from time to time, through BTIG, as sales agent and/or

principal, shares of its common stock having an aggregate offering price of up to $ 50,000 , subject to certain limitations on the amount

of common stock that may be offered and sold by the Company set forth in the Sales Agreement.

BTIG will be paid a 3 % commission on the

gross proceeds from each sale.

The Company may terminate the Sales Agreement at any time;

BTIG may terminate the Sales Agreement in certain

limited circumstances.

During 2021, BTIG sold 3,023,147 shares of the Company’s common stock generating gross proceeds of $ 5,753

and net proceeds of $ 5,580 , after deducting BTIG’s commission on gross proceeds.

During 2022, the Company did not sell any shares

of its common stock under the ATM Sales Agreement.

At December 31, 2022, the ATM’s available capacity was $ 44,247 .

July 2, 2020, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”),

pursuant to which the Company may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of its common

stock having an aggregate offering price of up to $ 50,000 , subject to certain limitations on the amount of common stock that may be offered

and sold by the Company set forth in the Sales Agreement.

BTIG will be paid a 3 % commission on the gross proceeds from each sale.

Company may terminate the Sales Agreement at any time;

BTIG may terminate the Sales Agreement in certain limited circumstances.

did not sell any shares of its common stock under the Sales Agreement during either 2023 or 2022.

At December 31, 2023, the Sales Agreement’s

available capacity was $ 44,247 .

February 8, 2022, the Company issued 400,000 unregistered shares of its common stock to Rutgers, The State University of New Jersey (“Rutgers”),

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the closing price of the Company’s common stock of $ 0.728 on the date of issuance.

September 3, 2021, the Company issued 1,500,000 unregistered shares of its common stock pursuant to the Agreement and Plan of Merger

by and among the Company, Saffron Merger Sub, Inc., Aquarius Biotechnologies Inc.

(“Aquarius”), and J Carl Craft, as holder

representative, dated January 19, 2015, as subsequently amended on September 3, 2021 (the “Aquarius Merger Agreement”), to

the holders of Aquarius Biotechnologies Inc., as defined in the Aquarius Merger Agreement.

The shares were issued in place of certain

milestone payments previously included under the Aquarius Merger Agreement upon the achievement of specified development milestones.

The Company recorded a $ 1,200 research and development expense related to the issuance of the 1,500,000 shares based on the closing price

of the Company’s common stock of $ 0.80 on the date of issuance.

accordance with the Certificate of Incorporation, the Company is authorized to issue 10,000,000 preferred shares at a par value of $ 0.001 .

In connection with a public offering of Series B Preferred Stock, on June 19, 2018, the Company filed the Series B Certificate of Designation

with the Secretary of the State of Delaware to designate the preferences, rights and limitations of the Series B Preferred Stock.

to the Series B Certificate of Designation, the Company designated 8,000 shares of the Company’s previously undesignated preferred

shares as Series B Preferred Stock.

January 1 and June 18, 2021, 143

shares of Series B Preferred Stock were converted by shareholders resulting in the issuance of 286,000

shares of common stock.

On June 19, 2021, each of the 4,218

remaining shares of Series B Preferred Stock were each automatically converted into 2,000

shares of the Company’s common stock resulting in the issuance of 8,436,000

shares of common stock.

No shares or Series B Preferred stock remained outstanding after the automatic conversion.

accounting of the holders of record of Series B Preferred Stock on June 19, 2021, the Company made dividend payments totaling 1,687,200

shares of common stock.

warrants issued by the Company are exercisable immediately upon issuance and have a five-year term.

The warrants may be exercised at

any time in whole or in part upon payment of the applicable exercise price until expiration.

No fractional shares will be issued upon

the exercise of the warrants.

The exercise price and the number of shares purchasable upon the exercise of the warrants are subject to

adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of

the Company’s capital stock or other similar changes to the equity structure of the Company.

The warrants do not have a redemption

They may be exercised on a cashless basis at the holder’s option.

warrants are classified as equity instruments.

of December 31, 2022, the Company had outstanding warrants to purchase an aggregate of 238,000 shares of common stock at an exercise

price of $ 0.75 per share, and with an expiration date of June 21, 2023.

A summary of warrants outstanding as of December 31, 2022 and

2021 is presented below, all of which are fully vested:

of Shareholders Equity Warrants Outstanding

of December 31, 2023, the Company did not have any outstanding warrants to purchase shares of common stock.

A summary of warrants outstanding

as of December 31, 2023 and 2022 is presented below:

Schedule of Shareholder Equity Warrants Outstanding

Outstanding at December 31, 2021

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Outstanding at December 31, 2023

average exercise price for outstanding warrants is $ 0.56 .

into 400 thousand shares of common stock.

13 – Accumulated Other Comprehensive Income/(Loss)

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31, 2023 and 2022:

of Components of Accumulated Other Comprehensive (Loss)/Income

Schedule of Components of Accumulated Other Comprehensive (Loss) Income

Net Unrealized Gains/(Losses) on Available-for-Sale Securities

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Balance, December 31, 2022

Net unrealized loss on securities available-for-sale

Net unrealized gain on securities available-for-sale

Balance, December 31, 2023

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following table contains information about the Company’s stock plan at December 31, 2023:

of Equity Compensation Plan by Arrangements

Schedule of Equity Compensation Plan by Arrangements

Awards Reserved for Issuance

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2013 Equity Compensation Plan (in thousands)

by 8,651 thousand on January 1, 2022, representing 4 % of the total number of shares of common stock outstanding on December 31, 2021.

by 8,691 on January 1, 2023, representing 4 % of the total number of shares of common stock outstanding on December 31, 2022.

both stock grants and option grants

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Weighted Average Contractual Term in Years

Outstanding at December 31, 2020

Outstanding at January 1, 2022

Outstanding at December 31, 2022

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Such costs are expected to be recognized over a weighted average period of approximately 2.6 years.

outstanding options expire ten

date of grant.

Options granted to employees prior to 2018 vest in equal monthly installments over three years.

Beginning in 2018, options

granted to employees vest over four years, with 25 %

of the shares vesting on the first annual anniversary of grant and the remaining shares vesting in 36 equal monthly installments over

the following 3 years.

the years ended December 31, 2022 and 2021, the Company granted restricted stock awards for 0 and 31,769 shares of common stock, respectively.

These awards are typically granted to members of the Board of Directors as payment in lieu of cash fees or as payment to a vendor pursuant

to a consulting agreement.

The Company values restricted stock awards at the fair market value on the date of grant.

The Company recorded

the value of these restricted awards as general and administrative expense of $ 0 and $ 100 in the consolidated statement of operations

for the years ended December 31, 2022 and 2021, respectively.

Company recognizes compensation expense for restricted stock awards on a straight-line basis over the applicable service period of the

The service period is generally the vesting period, with the exception of awards granted subject to a vendor’s consulting

agreement, whereby the award vesting period and the service period defined pursuant to the terms of the consulting agreement may be different.

outstanding options expire ten years from date of grant.

Options granted to employees prior to 2018 vest in equal monthly installments

over three years.

Beginning in 2018, options granted to employees vest over four years, with 25 % of the shares vesting on the first annual

anniversary of grant and the remaining shares vesting in 36 equal monthly installments over the following 3 years.

resulting compensation expense for stock options is generally recognized on a straight-line basis over the requisite service period of

The following weighted-average assumptions were used to calculate share-based compensation for the comparative periods presented:

Schedule of Stock Option Awards and Restricted Stock Awards

Schedule of Compensation Expense for Stock Options

For the Year Ended December 31,

91.2 % - 120.5 %

92.1 % - 98.7 %

Risk-free interest rate

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107 to estimated the expected term of share option grants.

expected stock price volatility assumption is based the Company’s historical stock price volatility.

expected stock price volatility assumption is based on the Company’s historical stock price volatility.

15 – Subsequent Events

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-K

Item 9A. Controls and Procedures