What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-15 · 158 added, 121 removed, 128 unchanged (69% of the section changed)

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value to the Company and its shareholders.

our cash resources while identifying and evaluating other strategic options for the Company, which could include the in-license of one

or more assets or seeking a merger partner for the Company.

our cash resources while identifying and evaluating other strategic options for the Company, which could include the in-license of

one or more assets or seeking a merger partner for the Company.

October 31, 2024, we announced that negotiations under the MAT2203 Term Sheet were terminated following notification from the perspective

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As a result, we implemented an immediate 80% workforce reduction, eliminating 15 positions,

including three members of senior management, and paused clinical development of MAT2203 to preserve cash while it evaluated a

potential sale of MAT2203 and/or other strategic alternatives, including a potential winddown or dissolution of the Company.

February 13, 2025, we announced that the Company entered into a securities purchase agreement (the “February 2025 Agreement”)

with a certain group of investors (the “February 2025 Investors”), pursuant to which they agreed to purchase from the Company

3,300 shares of Series C Convertible Preferred Stock (the “Preferred Stock”) and warrants to purchase up to 11,262,808 shares

of common stock (the “February 2025 Warrants”) at a purchase price of $1,000 per share of Preferred Stock and accompanying

including three members of senior management, and paused clinical development of MAT2203 to preserve cash while it evaluated a potential

sale of MAT2203 and/or other strategic alternatives, including a potential winddown or dissolution of the Company.

February 13, 2025, we entered into a securities purchase agreement (the “February 2025 Agreement”) with a certain group of

investors (the “February 2025 Investors”), pursuant to which they agreed to purchase from the Company 3,300 shares of our

Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and warrants to purchase up to

11,262,808 shares of common stock (the “2025 Warrants”) at a purchase price of $1,000 per share of Preferred Stock and accompanying

2025 Warrants for aggregate gross proceeds of $3.3 million before deducting offering expenses payable by the Company.

The Investors purchased

1,650 shares of Preferred Stock and accompanying warrants to purchase up to 5,631,404 shares of common stock for gross proceeds to the

Company of $1.65 million at an initial closing on February 13, 2025.

On April 8, 2025, upon the satisfaction of certain closing conditions, including approval by the Company’s stockholders of the issuance of all of the shares of Common Stock upon conversion of the Preferred

Stock and warrants, as required by the applicable rules and regulations of the NYSE American LLC (the “Shareholder Approval”),

the Investors paid an additional $1.65 million in exchange for an additional 1,650 shares of Preferred Stock and accompanying warrants

to purchase up to 5,631,404 shares of common stock at a second closing.

The shares of Preferred Stock are convertible into common

stock at a conversion price of $0.586, and each share of Preferred Stock is initially convertible into 1,706 shares of common stock.

The warrants have an exercise price of $0.6446 per share, will be exercisable, subject to certain exceptions, beginning on the effective

date of the Shareholder Approval and will expire five years from the effective date of the Shareholder Approval.

funds will be used for general corporate purposes, with a focus on reducing operating expenses and exploring strategic alternatives for

MAT2203, the Company’s Phase 3-ready antifungal drug candidate for the treatment of invasive fungal infections, as well as other

strategic alternatives for the Company.

The February 2025

Investors purchased 1,650 shares of Preferred Stock and accompanying 2025 Warrants to purchase up to 5,631,404 shares of common stock

for gross proceeds to the Company of $1.65 million at an initial closing on February 13, 2025.

Subject to the satisfaction of certain

closing conditions, the February 2025 Investors purchased an additional 1,650 shares of Preferred Stock and accompanying 2025 Warrants

to purchase up to 5,631,404 shares of common stock for gross proceeds to the Company of $1.65 million at a second closing on April 8,

The shares of Preferred Stock are convertible into common stock at a conversion price of $0.586, and each share of Preferred Stock

is initially convertible into 1,706 shares of common stock.

The 2025 Warrants have an exercise price of $0.6446 per share.

The 2025 Warrants

purchased in the initial closing became exercisable on April 4, 2025, the effective date of the approval by our shareholders of the Stock

Issuance Proposal (as defined below) (the “Shareholder Approval”) and will expire five years from the effective date of the

Shareholder Approval, or April 4, 2030.

The 2025 Warrants purchased in the second closing were immediately exercisable and will expire

on April 8, 2030.

In connection with the February 2025 Agreement, Dr.

Smith, MD, MBA was appointed to the Board.

the years ended December 31, 2025 and 2024, our net loss was $10,345 and $24,251, respectively.

We have incurred losses for each

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

We do not believe that the cash and cash

equivalents on hand are sufficient to fund planned operations beyond the next twelve months from the filing date of this Annual

We will seek to fund our operations through public or private equity offerings, debt financings, government or other

third-party funding, collaborations, and licensing arrangements.

These financing alternatives may not be available to us on

acceptable terms, or at all.

As a result, substantial doubt exists about our ability to continue as a going concern.

We have incurred losses for each period

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

We do not believe that the cash and cash equivalents

on hand are sufficient to fund planned operations beyond the next twelve months from the filing date of this Annual Report.

to fund our operations through public or private equity offerings, debt financings, government or other third-party funding, collaborations,

and licensing arrangements.

These financing alternatives may not be available to us on acceptable terms, or at all.

As a result, substantial

doubt exists about our ability to continue as a going concern.

Operations Overview

did not generate any revenue during the year ended December 31, 2024.

During the year ended December 31, 2023, we generated $1,096 in

contract research revenue resulting from the research collaboration with BioNTech SE and the feasibility study agreement with Genentech

Our ability to generate product revenue, which we do not expect to occur for many years, if ever, will depend heavily on the successful

development and eventual commercialization of our early-stage product candidates.

did not generate any revenue during the years ended December 31, 2025 and 2024.

Our ability to generate product revenue, which we do

not expect to occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our

early-stage product candidates.

and Development Expenses

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reimbursement of certain expenses related to the CFF award agreement.

and development activities are central to our business model.

We expect our research and development expenses to increase over time because

product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical

development, primarily due to the increased size and duration of later-stage human trials.

During 2025 our research and development expenses

are lower compared with expenses incurred during 2024 as commencement of additional activities, was and continues to be subject to our

ability to secure additional funding to support initiation of our Phase 3 registration trial for MAT2203, or to secure one or more partners

to assume clinical development activities for MAT2203 and advance our LNC Platform delivery technology.

table below summarizes our direct research and development expenses for our product candidates and development platform for the years

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to contractors, consultants, analytical laboratories and CROs and/or the NIH, in connection with our development work.

We typically use

our employee and infrastructure resources for manufacturing clinical trial materials, conducting product analysis, study protocol development

and overseeing outside vendors.

Included in “Internal Staffing, Overhead and Other” below is the cost of laboratory space,

supplies, research and development (R&D) employee costs (including stock option expenses), travel and medical education.

We historically

use our employee and infrastructure resources for manufacturing clinical trial materials, conducting product analysis, study protocol

development and overseeing outside vendors.

Included in “Internal Staffing, Overhead and Other” below is the cost of laboratory

space, supplies, research and development (R&D) employee costs (including stock option expenses), travel and medical education.

Years Ended December 31,

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Total research & development

and development activities are central to our business model.

We expect our research and development expenses to increase over time because

product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical

development, primarily due to the increased size and duration of later-stage human trials.

However, we anticipate that our research and

development expenses during 2025 will be lower compared with expenses incurred during 2024 until such time as we are able to secure additional

funding to support initiation of our Phase 3 registration trial for MAT2203 and advancement of our LNC platform delivery technology.

and Administrative Expenses

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Impairment Charges

During the fourth quarter of 2024,

we identified impairment indicators for certain long-lived assets, primarily due to the terminated partnership negotiations for the

future development and commercialization of MAT2203 and the subsequent cost-cutting measures.

We remeasured the fair value of the

Company’s long-lived assets and recognized non-cash impairment charges of $4,431, $1,336 of which related to goodwill, $757

related to IPR&D and $2,338 related to other assets.

the fourth quarter of 2024, we identified impairment indicators for certain long-lived assets, primarily due to the terminated partnership

negotiations for the future development and commercialization of MAT2203 and the subsequent cost-cutting measures.

We remeasured the

fair value of the Company’s long-lived assets and recognized non-cash impairment charges of $4,431, $1,336 of which related to

goodwill, $757 related to IPR&D and $2,338 related to other assets.

These amounts are reflected as impairment charges in the consolidated

statements of operations and comprehensive loss for 2024.

We did not recognize any impairment charges during 2023.

of Net Operating Losses (NOLs) & Tax Credits

obtained from selling unused net operating losses (NOLs) and research and development tax credits under the New Jersey Technology Business

Tax Certificate Program was $0 and $484 for the years ended December 31, 2024 and 2023, respectively.

The income recorded in 2023 included

sales related to tax year 2022.

income, net is largely comprised of interest income (expense) and dividends.

We did not record an asset impairment charge in 2025.

in fair value of warrant liability

a series of transactions on February 13, 2025, and April 8, 2025, we closed a private placement investment with certain investors in

which the investors received shares of Preferred Stock and 2025 Warrants.

The 2025 Warrants were initially classified as a liability

upon each issuance date with the fair value estimated using a Monte Carlo simulation model.

On June 26, 2025, we entered into a warrant

amendment with the February 2025 Investors.

Under such amendment, the terms of the 2025 Warrants were amended enabling for reclassification

of the 2025 Warrants to equity.

(Expense)/Income, net

(expense)/income, net for the year ended December 31, 2025 and 2024 were ($261) and $262, respectively.

Other (expense)/income, net decreased

compared to the prior period primarily due to recording issuance costs of $251 in connection with the transactions contemplated by the

February 2025 Agreement.

of Critical Accounting Policies and Accounting Estimates

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a description of our significant accounting policies, refer to “Note 3 – Summary of Significant Accounting Policies .”

Of these policies, the following are considered critical to an understanding of our Consolidated Financial Statements as they require

the application of the most difficult, subjective and complex judgments;

(i) Research and development expenses and (ii) Goodwill and other

intangible assets.

Of these policies, the following are considered critical to an understanding of our Audited Consolidated Financial Statements as they

require the application of the most difficult, subjective and complex judgments:

(i) Other intangible assets, and (ii) Warrants.

Accounting Pronouncements

to “Note 3 – Summary of Significant Accounting Policies” in the accompanying notes to the consolidated financial

statements for a discussion of recently adopted and issued accounting pronouncements and their impact or expected impact on our financial

positions and results of operations.

Operating Trends

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a partnership with a well-funded and experienced third party biotech or pharmaceutical company.

Financial impact of events beyond our control

Our 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, tariffs

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.

The Company’s financial results for the years ended December 31,

2025 and 2024 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.

of Operations

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Operating Expenses

Sale of net operating losses (NOLs)

We generated $0 and $1,096 for the years ended December 31, 2024 and 2023, respectively.

The amount earned during 2023 consists

of contract research revenue resulting from the research collaboration with BioNTech SE and the feasibility study agreement with Genentech

and Development expenses.

R&D expense for the years ended December 31, 2025 and 2024 was $85 and $11,433, respectively.

The decrease of $3,056 was due to a decrease of $1,657 of clinical trial expenses, primarily related to the pause of our MAT2203 development

program, $1,215 decrease in total compensation expenses related to the reduction in force, and $184 decrease in facility and travel expenses.

decrease of $11,348 was due to a decrease of $2,584 of clinical trial expenses, primarily related to the pause of our MAT2203 development

program, $8,764 decrease in total compensation expenses related to the reduction in force.

and Administrative expenses.

G&A expense for the years ended December 31, 2025 and 2024 was $6,875 and $8,729, respectively.

The decrease of $1,644 over the prior year was primarily due to a $671 decrease in total compensation expenses related to the reduction

in force, $528 in lower consulting fees, $223 decrease in certain insurance premiums, and $222 decrease in travel and facility expenses.

For the year ended December 31, 2024, we recorded $4,431 of impairment charges, $1,336 of which related to

goodwill, $757 related to IPR&D and $2,338 related to other long-lived assets, primarily due to the terminated partnership negotiations for the future development

and commercialization of MAT2203 and subsequent cost-cutting measures.

We did not record an

impairment loss for the year ended December 31, 2023.

of net operating losses (NOLs) & tax credits.

The Company recognized $0 and $484 for the years ended December 31, 2024 and

2023, respectively, in connection with the sale of state net operating losses and state research and development credits to a third party

under the New Jersey Technology Business Tax Certificate Program.

The decrease of $1,854 over the prior year was primarily attributable to lower stock-based compensation expense and decreased headcount.

For the year ended December 31, 2025, we did not record impairment charges.

For the year ended December 31, 2024,

we recorded $4,431 of impairment charges, $1,336 of which related to goodwill, $757 related to IPR&D and $2,338 related to other

long-lived assets, primarily due to the terminated partnership negotiations for the future development and commercialization of

MAT2203 and subsequent cost-cutting measures.

and capital resources

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of December 31, 2025, we had cash and cash equivalents, excluding restricted cash, totaling $3,999.

Private Placement

February 13, 2025, we entered into the February 2025 Agreement, pursuant to which we agreed to issue and sell, in a private placement,

an aggregate of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares of our common stock, with a stated

value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares

of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Preferred

Stock and accompanying 2025 Warrants.

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

convertible into up to 2,815,702 shares of common stock, and accompanying 2025 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 stockholder approval for the issuance of the Preferred

Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company

Guide, and issued and sold, in a second closing, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702

shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds

of $1.65 million.

Registered Direct Offering

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.

Company generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts

and commissions and other offering expenses.

At-The-Market Sales Agreement

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BTIG may terminate the Sales Agreement in certain limited circumstances.

During 2024, we sold 218 thousand

During 2024, we sold 218,000

shares of our common stock under the Sales Agreement generating gross proceeds of $56 thousand.

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At December 31, 2025, the Sales Agreement’s available capacity was $44,191.

However, such capacity

is limited by the restrictions imposed by General Instruction I.B.6 to Form S-3, which limits the amount we can raise through primary

public offerings of securities in any twelve-month period using Form S-3 to an aggregate of one-third of our public float.

following table sets forth the primary sources and uses of cash for each of the periods set forth below:

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Cash provided by investing activities

Cash provided by (used in) financing activities

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

Cash provided by financing activities

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

cash used in operating activities for the year ended December 31, 2025 was $7,011, compared to $15,885 in the prior year.

of $24,251 and $22,942 for the years ended December 31, 2024 and 2023, respectively, were offset by working capital adjustments due to

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

and impairment charges.

cash provided by investing activities for the year ended December 31, 2024 was $9,208, compared to $13,242 of net cash provided by investing

activities for the year ended December 31, 2023.

The decrease in cash used in investing activities was primarily due to a $8,437 purchase

of marketable securities offset by a $4,185 increase in maturities of marketable debt securities and a $218 decrease in the purchases

of leasehold improvements and equipment.

cash provided by/(used in) and financing activities was $9,174 and ($7) for the years ended December 31, 2024 and 2023, respectively.

The increase in cash provided by financing activities is primarily due to the net proceeds of $9,125 received from the sale of our common

stock under the April 2024 Purchase Agreement and $54 of net proceeds received from the sale of our common stock under the Sales Agreement

with BTIG, LLC.

Requirements and Other Liquidity Matters

of $10,345 and $24,251 for the years ended December 31, 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,

impairment charges and change in fair value of the warrant liability.

cash provided by investing activities for the year ended December 31, 2025 was $335, compared to $9,208 of net cash provided by

investing activities for the year ended December 31, 2024.

The decrease in cash provided by investing activities was primarily due

to a year over year decrease of $9,208 in net maturities of marketable debt securities, partially offset by $335 from the net sales

of assets in 2025.

cash provided by financing activities was $3,391 and $9,174 for the years ended December 31, 2025 and 2024, respectively.

in cash provided by financing activities is primarily due to the net proceeds from the sale of our Preferred Stock and 2025 Warrants

of $3,271 and the exercise of warrants $129 during the year-ending December 31, 2025, being less than the net proceeds from the registered

direct sale of our common stock of $9,179 during the year-ended December 31, 2024.

Going Concern

expect to continue to incur significant expenses and increasing operating losses for the foreseeable future.

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

and capital expenditures requirements beyond the next twelve months from the filing date of this Annual Report.

As a result, substantial

doubt exists about the Company’s ability to continue as a going concern.

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

requirements beyond the next twelve months from the filing date of this Annual Report.

As a result, substantial doubt exists about the

Company’s ability to continue as a going concern.

such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a

combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and

licensing arrangements.

To the extent that we raise additional capital through the sale of common stock, convertible securities or

other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may

include liquidation or other preferences that adversely affect your rights of our common stockholders.

Debt financing and preferred

equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include

covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital

expenditures, or declaring dividends, that could adversely impact our ability to conduct our business.

Securing additional financing

could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their

attention away from day-to-day activities, which may adversely affect our management’s ability to secure one or more partners

to monetize the value of MAT2203 or future product candidates.

Moreover, 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 parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product

candidates or grant licenses on terms that may not be favorable to us.

combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing

arrangements.

To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity

securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation

or other preferences that adversely affect rights of our common stockholders.

Debt financing and preferred equity financing, if available,

would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability

to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely

impact our ability to conduct our business.

Securing additional financing could require a substantial amount of time and attention from

our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect

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

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

parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates

or grant licenses on terms that may not be favorable to us.

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

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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-K

Item 7. Management’s Discussion and Analysis