What changed in this filing

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Item 1. Financial Statements

2024-11-13 compared with 2024-08-14 · 150 added, 100 removed, 347 unchanged (42% of the section changed)

3 unchanged sentences

thousands, except for share data)

June 30, 2024

September 30, 2024

December 31, 2023

26 unchanged sentences

Stockholders’ equity:

Common stock par value $ 0.0001 per share, 500,000,000 shares authorized at June 30, 2024 and December 31, 2023;

250,816,164 and 217,264,526 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Common stock par value $ 0.0001

per share, 250,000,000 shares

authorized at September 30, 2024 and December 31, 2023;

and 4,345,291 issued and outstanding

as of September 30, 2024 and December 31, 2023, respectively *

Additional paid-in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

Adjusted to reflect the impact of the 1-for-50 reverse stock split effective as of August 30, 2024.

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

3 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Contract revenue

12 unchanged sentences

Comprehensive loss

and diluted net loss per common share and basic and diluted weighted average common shares

outstanding used in computing basic and diluted loss per common share for the three and nine

months ended September 30, 2024 and 2023 have been adjusted to reflect the impact of the

1-for-50 reverse stock split effective as of August 30, 2024.

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

3 unchanged sentences

(Loss)/Income

Accumulated Other

Comprehensive

1 unchanged sentence

(Loss)/Income

December 31, 2023

of common stock and warrants in public offering, net of stock issuance cost ($ 812 )

comprehensive income

June 30, 2024

Balance, December 31, 2023

$ ( 175,573 )

Stock-based compensation

Issuance of common stock and warrants in public offering, net of stock issuance cost ($ 877 )*

of common stock and warrants in public offering, net

Issuance of common stock in reverse stock split

Other comprehensive income

Balance, September 30, 2024

$ ( 191,391 )

Accumulated Other

Comprehensive

1 unchanged sentence

(Loss)/Income

March 31, 2024

of common stock and warrants in public offering, net of stock issuance cost ($ 810 )

of common stock and warrants in public offering, net

comprehensive income

June 30, 2024

Balance, June 30, 2024

$ ( 187,116 )

Stock-based compensation

Issuance of common stock and warrants in public offering, net of stock issuance cost ($ 65 )

Issuance of common stock and warrants in public offering, net of stock issuance

Issuance of common stock in reverse stock split

Other comprehensive income

Balance, September 30, 2024

$ ( 191,391 )

Accumulated Other

6 unchanged sentences

Other comprehensive income

Balance, June 30, 2023

Balance, September 30, 2023

$ ( 170,259 )

3 unchanged sentences

(Loss)/Income

Balance, March 31, 2023

Balance, June 30, 2023

$ ( 164,204 )

2 unchanged sentences

Other comprehensive income

Balance, June 30, 2023

Balance, September 30, 2023

$ ( 170,259 )

to reflect the impact of the 1-for-50 reverse stock split effective as of August 30, 2024.

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

1 unchanged sentence

Consolidated Statements of Cash Flow

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of finance lease right-of-use assets

Amortization of bond discount

Amortization of bond (premium)/discount

Changes in operating assets and liabilities:

8 unchanged sentences

Purchases of leasehold improvements and equipment

Net cash (used in)/provided by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

2 unchanged sentences

Net cash provided by/(used in) financing activities

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

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

Cash, cash equivalents and restricted cash at beginning of period

5 unchanged sentences

to Unaudited Condensed Consolidated Financial Statements

dollars and shares in thousands, except per share data)

(Dollars in thousands, except per share data)

1 – Description of Business

11 unchanged sentences

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

Through June 30, 2024, the

Company had an accumulated deficit of $ 187,116 .

The Company’s net loss was $ 11,543 for the six months ended June 30, 2024.

Through September 30, 2024,

the Company had an accumulated deficit of $ 191,391 .

The Company’s net loss was $ 15,818 for the nine months ended September 30,

Company has been engaged in developing its lipid nanocrystal (“LNC”) platform delivery technology and a pipeline of associated

12 unchanged sentences

future, and that these losses will be increasing.

of June 30, 2024, the Company had cash and cash equivalents of $ 4,216 , marketable debt securities of $ 10,097 and restricted cash of $ 250 .

of September 30, 2024, the Company had cash and cash equivalents of $ 10,295 , marketable debt securities of $ 500 and restricted cash of

The Company does not believe the cash, cash equivalents and marketable debt securities on hand are sufficient to fund planned operations

23 unchanged sentences

not have a material effect on the Company’s financial statements.

August 30, 2024, the Company effected a 1-for-50 reverse stock split of its issued and outstanding common stock (the “Reverse Stock

The Company’s common stock began trading on a split adjusted basis on September 3, 2024.

No fractional shares were

issued as a result of the Reverse Stock Split as fractional shares of Common Stock were rounded up to the nearest whole share.

otherwise noted in these condensed consolidated financial statements, all shares of common stock, warrants convertible into shares of

common stock, stock options, per share information, and related parameters specified in this quarterly report have been retroactively

adjusted to reflect the Reverse Stock Split for all periods presented.

Refer to Note 10 – Stockholders’ Equity for

additional information related to the Reverse Stock Split.

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

7 unchanged sentences

Restricted cash

at both June 30, 2024 and December 31, 2023 of $ 250 represents funds the Company is required to set aside as collateral, primarily for

one of the Company’s operating leases.

at both September 30, 2024 and December 31, 2023 of $ 250 represents funds the Company is required to set aside as collateral, primarily

for one of the Company’s operating leases.

following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flows as of June 30, 2024, December 31, 2023, June

30, 2023 and December 31, 2022:

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flows as of September 30, 2024, December 31, 2023,

September 30, 2023 and December 31, 2022:

of Cash, Cash Equivalents and Restricted Cash

September 30,

Cash and cash equivalents

9 unchanged sentences

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

The Company did not incur any realized gains and losses during the three and six months ended June 30, 2024 and 2023.

For the three and

six months ended June 30, 2024, the Company recorded unrealized gains of $ 83 and $ 170 , respectively.

For the three and six months ended

June 30, 2023, the Company recorded unrealized gains of $ 81 and $ 310 , respectively.

As of June 30, 2024 and December 31, 2023, the Company

had net accumulated unrealized losses of $ 51 and $ 221 , respectively.

following tables summarize the Company’s marketable debt securities as of June 30, 2024:

The Company did not incur any realized gains and losses during the three and nine months ended September 30, 2024 and 2023.

For the three

and nine months ended September 30, 2024, the Company recorded unrealized gains of $ 51 and $ 221 , respectively.

For the three and nine

months ended September 30, 2023, the Company recorded unrealized gains of $ 155 and $ 465 , respectively.

As of September 30, 2024 and December

31, 2023, the Company had net accumulated unrealized losses of $ 0 and $ 221 , respectively.

following tables summarize the Company’s marketable debt securities as of September 30, 2024:

of Marketable Debt Securities

Treasury Bonds

Government Notes

Corporate Debt Securities

Total marketable debt securities

debt securities classified as available-for-sale are due to mature within one year of June 30, 2024.

debt securities classified as available-for-sale are due to mature within one year of September 30, 2024.

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

24 unchanged sentences

of Fair Value Measurement of Assets and Liabilities

June 30, 2024

September 30, 2024

Fair Value Hierarchy

June 30, 2024

September 30, 2024

Marketable Debt Securities:

Treasury Bonds

Government Notes

Corporate Debt Securities

December 31, 2023

7 unchanged sentences

Marketable debt securities consisting of U.S.

government notes 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

improvements and equipment, summarized by major category, consist of the following as of June 30, 2024 and December 31, 2023:

improvements and equipment, summarized by major category, consist of the following as of September 30, 2024 and December 31, 2023:

of Leasehold Improvements and Equipment

December 31, 2023

September 30,

Leasehold improvements

2 unchanged sentences

Leasehold improvements and equipment, net

and amortization expense for the three and six months ended June 30, 2024 was $ 90 and $ 184 , respectively, and the three and six months

ended June 30, 2023 was $ 97 and $ 190 , respectively.

During the six month periods ended June 30, 2023, the Company purchased equipment

The Company did no t purchase any equipment during the six months ended June 30, 2024.

and amortization expense for the three and nine months ended September 30, 2024 was $ 90 and $ 275 , respectively, and the three and nine

months ended September 30, 2023 were $ 98 and $ 288 , respectively.

During the nine month periods ended September 30, 2023, the Company

purchased equipment of $ 218 .

The Company did not purchase any equipment during the nine months ended September 30, 2024.

7 – Accrued Expenses and Other Liabilities

Expenses, summarized by major category, as of June 30, 2024 and December 31, 2023 consist of the following:

Expenses, summarized by major category, as of September 30, 2024 and December 31, 2023 consist of the following:

of Accrued Expenses

June 30, 2024

December 31, 2023

September 30,

Payroll and incentives

13 unchanged sentences

lease obligations

Company incurred lease expense for its operating leases of $ 226 for each of the three month periods ended June 30, 2024 and 2023, respectively,

and $ 452 for each of the six month periods ended June 30, 2024 and 2023, respectively.

Company incurred lease expense for its operating leases of $ 225 and $ 677 for the three and nine month periods ended September 30, 2024

and 2023, respectively.

The Company incurred amortization expense on its operating lease right-of-use assets of $ 152 and $ 139 for the

three months ended September 30, 2024 and 2023, respectively, and $ 446 and $ 406 for the nine months ended September 30, 2024 and 2023,

respectively.

Company incurred interest expense on its finance leases of $ 1 and $ 2 for the three and nine months ended September 30, 2024, respectively,

and $ 0 and $ 2 for the three and nine months ended September 30, 2023, respectively.

The Company incurred amortization expense on its

operating lease right-of-use assets of $ 149 and $ 135 for the three months ended June 30, 2024 and 2023, respectively, and $ 294 and $ 268

for the six months ended June 30, 2024 and 2023, respectively.

Company incurred interest expense on its finance leases of $ 0 and $ 1 for the three and six months ended June 30, 2024, respectively,

and $ 1 and $ 2 for the three and six months ended June 30, 2023, respectively.

The Company incurred amortization expense on its finance

lease right-of-use assets of $ 2 and $ 3 for the three and six months ended June 30, 2024, respectively, and $ 1 and $ 5 for the three and

six months ended June 30, 2023, respectively.

finance lease right-of-use assets of $ 1 and $ 4 for the three and nine months ended September 30, 2024, respectively, and $ 2 and $ 7 for

the three and nine months ended September 30, 2023, respectively.

following table presents information about the amount and timing of liabilities arising from the Company’s operating leases and

finance leases as of June 30, 2024:

finance leases as of September 30, 2024:

of Maturity of Operating and Finance Liabilities

Maturity of Lease Liabilities

Operating Lease

Finance Lease

Remainder of 2024

7 unchanged sentences

Maturity of Lease Liabilities

Operating Lease

Finance Lease

Total undiscounted operating lease payments

4 unchanged sentences

9 – Revenue Recognition, Collaboration Agreements and Other

Company did not enter into any revenue recognition or collaboration agreements during the six months ended June 30, 2024.

Company did not enter into any revenue recognition or collaboration agreements during the nine months ended September 30, 2024.

Research Collaboration

24 unchanged sentences

10 – Stockholders’ Equity

the six months ended June 30, 2024, the Company sold 33,551,638 shares of its common stock.

On April 5, 2024, the Company closed a registered

direct offering of 33,333,334 shares of its common stock and warrants to purchase up to an aggregate of 33,333,334 additional shares

August 30, 2024, the Company effected the Reverse Stock Split.

Accordingly, each of the Company’s stockholders received one share

of the Company’s common stock for every 50 shares of the Company’s common stock that such stockholder held immediately prior

to the effective time of the Reverse Stock Split.

The Reverse Stock Split affected all of the Company’s issued and outstanding

shares of common stock equally provided that no fractional shares of common stock were issued as a result of the Reverse Stock Split

as fractional shares of common stock were rounded up to the nearest whole share.

The Reverse Stock Split also affected the Company’s

outstanding stock-based awards, warrants and other exercisable or convertible securities and resulted in the shares of common stock underlying

such instruments being reduced and the exercise price or conversion price being increased proportionally by the Reverse Stock Split ratio.

a result of the Reverse Stock Split, the number of shares of common stock authorized for issuance was adjusted from 500,000,000 to 250,000,000 ,

and the par value of $ 0.0001 per share was not affected.

Additionally, the number of issued and outstanding shares of the Company’s

common stock was adjusted from 250,816,164 shares to 5,086,985 shares on August 30, 2024.

the nine months ended September 30, 2024, the Company sold 671,033 shares of its common stock.

On April 5, 2024, the Company closed a

registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an aggregate of 666,667 additional shares

of common stock, at a combined purchase price of $ 15.00 per share and accompanying warrant.

3 unchanged sentences

2024, the Company sold 4,366 shares of its common stock under the ATM with BTIG, LLC generating net proceeds of $ 54 .

Company did not sell any shares of its common stock during the six months ended June 30, 2023.

of June 30, 2024, the Company had outstanding warrants to purchase 33,333,334 shares of the Company’s common stock at an exercise

Company did not sell any shares of its common stock during the nine months ended September 30, 2023.

of September 30, 2024, the Company had outstanding warrants to purchase 666,667 shares of the Company’s common stock at an exercise

price of $ 17.50 per share.

10 unchanged sentences

They may be exercised on a cashless basis at the holder’s option and are classified as equity instruments.

following table summarizes the changes in warrants outstanding for the six months ended June 30, 2024:

following table summarizes the changes in warrants outstanding for the nine months ended September 30, 2024:

of Shareholder Equity Warrants Outstanding

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Outstanding at September 30, 2024

and diluted net loss per common share

Net 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.

Under 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.

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 three and six months ended June 30, 2024 and 2023, diluted loss per common share is the same as basic loss per common share because,

as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise of all

outstanding stock options and warrants, would have an anti-dilutive effect.

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.

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.

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 three and nine months ended September 30, 2024 and 2023, diluted loss per common share is the same as basic loss per common share

because, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise

of all outstanding stock options and warrants, would have an anti-dilutive effect.

The following outstanding shares of potentially dilutive

securities were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive as of

June 30, 2024 and 2023:

September 30, 2024 and 2023:

of Anti-dilutive Securities Excluded from Computation of Earning Per Share

As of June 30,

As of September 30,

Stock options

11 – Accumulated Other Comprehensive Loss

following table summarizes the changes in accumulated other comprehensive loss by component during the six months ended June 30, 2024

following table summarizes the changes in accumulated other comprehensive loss by component during the nine months ended September 30,

2024 and 2023:

of Components of Accumulated Other Comprehensive Loss

5 unchanged sentences

Net unrealized gain on securities available-for-sale

Balance, June 30, 2024

Balance, September 30, 2024

Balance, December 31, 2022

Net unrealized gain on securities available-for-sale

Balance, June 30, 2023

Balance, September 30, 2023

components of accumulated other comprehensive income are net of tax.

2 unchanged sentences

the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights.

There were no significant modifications to the Plan during the six month periods ended June 30, 2024 and 2023.

The term of the Plan was

for 10 years.

There were no significant modifications to the Plan during the nine month periods ended September 30, 2024 and 2023.

The term of the

Plan was for 10 years.

The Company intends to adopt a new equity compensation plan at its 2024 Annual Meeting, pending shareholder approval.

of June 30, 2024, there were 50,712,275 awards, including both restricted stock grants and option grants, issued and exercised under

of September 30, 2024, there were 965,678 awards, including both restricted stock grants and option grants, issued and exercised under

the Plan and no remaining shares available for grant under the Plan.

3 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Research and Development

General and Administrative

of June 30, 2024, total compensation costs related to unvested awards not yet recognized was $ 5,850 and the weighted-average periods

of September 30, 2024, total compensation costs related to unvested awards not yet recognized was $ 4,597 and the weighted-average periods

over which the awards are expected to be recognized was 2.2 years.

following table summarizes the activity for Company’ stock options for the six months ended June 30, 2024:

following table summarizes the activity for Company’ stock options for the nine months ended September 30, 2024:

of Stock Option Activity

1 unchanged sentence

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Outstanding at September 30, 2024

13 – Subsequent Events

October 31, 2024, the Company announced that negotiations under a previously disclosed non-binding term sheet regarding global

rights to MAT2203 have been terminated following notification from the prospective partner.

As a result, the Company implemented an

80% workforce reduction effective on that date and ceased all product development.

The severance cost associated with this initiative, which will be settled in cash, totaled approximately $ 2,150 and

will be paid over a twelve-month period following the workforce reduction effective date.

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