What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-14 · 81 added, 94 removed, 203 unchanged (46% of the section changed)

56 unchanged sentences

or seeking a merger partner for the Company.

the six month periods ended June 30, 2025 and 2024, our net loss was $6,901 and $11,543, respectively.

We have incurred losses for each

period from our inception and expect to incur additional losses for the foreseeable future.

We will seek to fund our operations through

public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements.

the nine month periods ended September 30, 2025 and 2024, our net loss was $8,433 and $15,818, respectively.

We have incurred losses for

each period from our inception and expect to incur additional losses for the foreseeable future.

We will seek to fund our operations

through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements.

Adequate additional financing may not be available to us on acceptable terms, or at all.

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which include:

the cost of acquiring,

developing, and manufacturing pre-clinical and human clinical trial materials;

costs for consultants and

contractors associated with Chemistry and Manufacturing Controls (CMC), pre-clinical and clinical activities and regulatory operations;

expenses incurred under

agreements with contract research organizations, or CROs, including the NIH, that conduct our pre-clinical or clinical trials;

employee-related expenses,

including salaries and stock-based compensation expense for those employees involved in the research and development process.

cost of acquiring, developing, and manufacturing pre-clinical and human clinical trial materials;

for consultants and contractors associated with Chemistry and Manufacturing Controls (CMC), pre-clinical and clinical activities

and regulatory operations;

incurred under agreements with contract research organizations, or CROs, including the NIH, that conduct our pre-clinical or clinical

employee-related

expenses, including salaries and stock-based compensation expense for those employees involved in the research and development process.

and development activities are central to our business model.

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and Administrative Expenses

and administrative expense for the three and six months ended June 30, 2025 were $1,837 and $3,698, respectively, and the three and six

months ended June 30, 2024 were $2,468 and $4,925, respectively.

General and administrative expenses consist principally of salaries

and related costs for personnel in executive and finance functions.

Other general and administrative expenses include facility costs,

insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services.

We anticipate

that our general and administrative expenses during 2025 will decrease slightly compared to expenses incurred during 2024 as a result

of cost-cutting measures implemented to conserve cash.

and administrative expense for the three and nine months ended September 30, 2025 were $1,577 and $5,275, respectively, and the three

and nine months ended September 30, 2024 were $2,142 and $7,067, respectively.

General and administrative expenses consist principally

of salaries and related costs for personnel in executive and finance functions.

Other general and administrative expenses include facility

costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services.

Our general and administrative expenses during 2025 decreased slightly compared to expenses incurred during 2024

as a result of cost-cutting measures implemented to conserve cash.

in fair value of warrant liability

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value between the dates of issuance and the date of amendment were recognized in other (expense)/income, net at each reporting period.

loss of $3,161 was recognized for the six months ended June 30, 2025, representing the change in fair value of the warrant liability

loss of $3,161 was recognized for the nine months ended September 30, 2025, representing the change in fair value of the warrant liability

between the issuance dates of February 13, 2025 and April 8, 2025 and the amendment date of June 26, 2025.

on sale of assets, net

the six months ended June 30, 2025, the company sold equipment with a net book value of $210.

Proceeds from the sale were $320, resulting

in a gain of $110.

the nine months ended September 30, 2025, the company sold equipment with a net book value of $210.

Proceeds from the sale were $320,

resulting in a gain of $110.

(expense)/income, net

(expense)/income, net for the six months ended June 30, 2025 and 2024 were ($67) and $199, respectively.

Other (expense)/income, net

decreased compared to the prior period primarily due to recording issuance costs of $251 in connection with the Company’s private

(expense)/income, net for the nine months ended September 30, 2025 and 2024 were ($22) and $306, respectively.

Other (expense)/income,

net decreased compared to the prior period primarily due to recording issuance costs of $251 in connection with the Company’s private

placement of Series C Preferred Stock and warrants.

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of Operations

of the three months ended June 30, 2025 to the three months ended June 30, 2024

of the three months ended September 30, 2025 to the three months ended September 30, 2024

following tables summarize our revenues and operating expenses for the periods presented:

Three Months Ended June 30,

Three Months Ended September 30,

Research and development

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and Development expenses.

Research and Development (R&D) expense for the three months ended June 30, 2025 and 2024 were $0

Research and Development (R&D) expense for the three months ended September 30, 2025 and 2024 were

$0 and $2,239, respectively.

The decrease in R&D expenses were primarily attributable to the decrease in clinical trial consulting costs

related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

The decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting

costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

and Administrative expenses.

General and Administrative (G&A) expense for the three months ended June 30, 2025 and 2024 was

$1,837 and $2,468, respectively.

The decrease in G&A expenses were primarily attributable to lower stock based compensation expense

and decreased headcount partially offset by increased legal and consulting fees.

of the six months ended June 30, 2025 to the six months ended June 30, 2024

General and Administrative (G&A) expense for the three months ended September 30, 2025 and 2024

was $1,577 and $2,142, respectively.

The decrease in G&A expenses was primarily attributable to lower stock based compensation expense

and decreased headcount.

of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

following tables summarize our revenues and operating expenses for the periods presented:

Six Months Ended June 30,

Nine Months Ended September 30,

Research and development

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and Development expenses.

Research and Development (R&D) expense for the six months ended June 30, 2025 and 2024 were $85

Research and Development (R&D) expense for the nine months ended September 30, 2025 and 2024 were

$85 and $9,057, respectively.

The decrease in R&D expenses were primarily attributable to the decrease in clinical trial consulting costs

related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

The decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting

costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.

and Administrative expenses.

General and Administrative (G&A) expense for the six months ended June 30, 2025 and 2024 was

$3,698 and $4,925, respectively.

The decrease in G&A expenses were primarily attributable to lower stock based compensation expense

and decreased headcount partially offset by increased legal and consulting fees.

General and Administrative (G&A) expense for the nine months ended September 30, 2025 and 2024

was $5,275 and $7,067, respectively.

The decrease in G&A expenses was primarily attributable to lower stock based compensation expense

and decreased headcount.

and capital resources

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stock warrants.

As of June 30, 2025, we have raised a total of $170,207 in gross proceeds and $156,465, net, from sales of our equity

of June 30, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $6,525.

As of September 30, 2025, we have raised a total of $170,271 in gross proceeds and $156,529, net, from sales of our equity

of September 30, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $5,435.

Private Placement

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representations, warranties and agreements by us and customary conditions to closing.

Pursuant to the Purchase Agreement, on February 13, 2025, we issued

and sold in an initial closing of the Offering 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common

Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million.

On April 4, 2025, we obtained shareholder approval for the issuance of the Preferred Stock and Warrants, as required by the rules and

regulations of NYSE American LLC, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of

the Offering, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying

Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds of $1.65 million.

the terms of the Securities Purchase Agreement, we are prohibited, subject to certain exceptions, from issuing, entering into any agreement

to issue, or announcing the issuance or proposed issuance of any shares of common stock or common stock equivalents until November 2025.

to the Purchase Agreement, on February 13, 2025, we issued and sold in an initial closing of the Offering 1,650 shares of Preferred Stock,

initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404

shares of Common Stock, for gross proceeds of $1.65 million.

On April 4, 2025, we obtained shareholder approval for the issuance of the

Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC, including Section 713 of the NYSE American

Company Guide, and issued and sold, in a second closing of the Offering, an additional 1,650 shares of Preferred Stock, initially convertible

into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404 shares of Common Stock,

for gross proceeds of $1.65 million.

Registered Direct Offering

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The Company did not sell any

shares under the sales agreement during the six months ended June 30, 2025.

During the six months ended June 30, 2024, the Company sold

4 shares of its common stock generating net proceeds of $54.

As of June 30, 2025, the Sales Agreement’s available capacity is $44,191.

shares under the sales agreement during the nine months ended September 30, 2025.

During the nine months ended June 30, 2024, the Company

sold 4 shares of its common stock generating net proceeds of $54.

As of September 30, 2025, the Sales Agreement’s available capacity

following table sets forth the primary sources and uses of cash, cash equivalents and restricted cash for each of the periods set forth

Six Months Ended June 30,

Nine Months Ended September 30,

Cash used in operating activities

Cash used in investing activities

Cash provided by investing activities

Cash provided by financing activities

Net decrease in cash and cash equivalents and restricted cash

cash used in operating activities was $4,028 and $8,875 for the six month periods ended June 30, 2025 and 2024, respectively.

of $6,901 and $11,543 for the six month periods ended June 30, 2025 and 2024, respectively, were partially offset by working capital

adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock based compensation

expense and change in fair value of the warrant liability.

cash used in investing activities was $0 and $938 for the six month periods ended June 30, 2025 and 2024, respectively.

of cash used in investing activities was primarily due to a $7,938 decrease purchase of marketable securities offset by a $7,000 decrease

in maturities of marketable debt securities.

cash provided by financing activities was $3,269 and $9,242 for the six month periods ended June 30, 2025 and 2024, respectively.

decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock

of $3,020 during the six months ended June 30, 2025, being less than the net proceeds from the registered direct sale of our common stock

of $9,250 during the six months ended June 30, 2024.

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

cash used in operating activities was $5,502 and $12,375 for the nine month periods ended September 30, 2025 and 2024, respectively.

Net losses of $8,433 and $15,818 for the nine month periods ended September 30, 2025 and 2024, respectively, were partially offset by

working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock

based compensation expense and change in fair value of the warrant liability.

cash provided by investing activities was $320 and $8,708 for the nine month periods ended September 30, 2025 and 2024, respectively.

decrease in cash provided by investing activities was primarily due to a

year over year decrease of $8,708 in net maturities of marketable debt securities, partially offset by $320 from the sale of assets in 2025.

cash provided by financing activities was $3,333 and $9,175 for the nine month periods ended September 30, 2025 and 2024, respectively.

The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock

of $3,271 and the exercise of warrants $64 during the nine months ended September 30, 2025, being less than the net proceeds from the

registered direct sale of our common stock of $9,179 during the nine months ended September 30, 2024.

Requirements and Other Liquidity Matters

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increase substantially if and as we:

conduct further preclinical

and clinical studies of MAT2203, our lead product candidate, even if such studies are primarily financed with non-dilutive funding

from the NIH;

seek to discover and develop

additional product candidates;

seek regulatory approvals

for any product candidates that successfully complete clinical trials;

require the manufacture

of larger quantities of product candidates for clinical development and potentially commercialization;

maintain, expand and protect

our intellectual property portfolio;

hire additional clinical,

quality control and scientific personnel;

add operational, financial

and management information systems and personnel, including personnel to support our product development and planned future commercialization

efforts and personnel and infrastructure necessary to help us comply with our obligations as a public company.

further preclinical and clinical studies of MAT2203, our lead product candidate, even if such studies are primarily financed with

non-dilutive funding from the NIH;

to discover and develop additional product candidates;

regulatory approvals for any product candidates that successfully complete clinical trials;

the manufacture of larger quantities of product candidates for clinical development and potentially commercialization;

expand and protect our intellectual property portfolio;

additional clinical, quality control and scientific personnel;

operational, financial and management information systems and personnel, including personnel to support our product development and

planned future commercialization efforts and personnel and infrastructure necessary to help us comply with our obligations as a public

do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditures

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affect our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates.

under the terms of a recent financing, we are prohibited, subject to certain exceptions, from issuing, entering into any agreement to

issue, or announcing the issuance or proposed issuance of any shares of common stock or common stock equivalents until November 2025.

we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third

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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 2. Management’s Discussion and Analysis