What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-10 · 123 added, 157 removed, 127 unchanged (69% of the section changed)

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on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other reports we file with the Securities

and Exchange Commission, particularly those under “Risk Factors.” Dollars in tabular format are presented in thousands, except

per share data, or as otherwise indicated.

and Exchange Commission (the “SEC”), particularly those under “Risk Factors.” Dollars in tabular format are presented

in thousands, except per share data, or as otherwise indicated.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995 under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations,

assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which

may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future

results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of

historical fact are statements that could be forward-looking statements.

You can identify these forward-looking statements through our

use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,”

“would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,”

“continue,” “plan,” “point to,” “project,” “predict,” “could,”

“intend,” “target,” “potential” and other similar words and expressions of the future.

Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with

respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance,

and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual

results, performance or achievements to be materially different from future results, performance or achievements expressed or implied

by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking

You can identify these forward-looking statements through our use of words such as “may,” “can,”

“anticipate,” “assume,” “should,” “indicate,” “would,” “believe,”

“contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,”

“point to,” “project,” “predict,” “could,” “intend,” “target,”

“potential” and other similar words and expressions of the future.

are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking

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These factors include, but are not limited to:

our ability to complete

one or more strategic transactions that will maximize our assets or otherwise provide value to stockholders;

our ability to raise capital

our ability to maintain

or protect the validity of our patents and other intellectual property;

the factors listed under

the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, elsewhere in this

report and other reports that we file with the Securities and Exchange Commission.

ability to complete one or more strategic transactions that will maximize our assets or otherwise provide value to stockholders;

ability to raise capital when needed;

ability to maintain or protect the validity of our patents and other intellectual property;

ability to regain and maintain compliance with the continued listing requirements of the

NYSE American LLC (the “NYSE American”);

factors listed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025,

elsewhere in this report and other reports that we file with the SEC.

forward-looking statements are expressly qualified in their entirety by this cautionary notice.

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elements of our strategy now include:

Securing one or more partners

to monetize the value of MAT2203 in the short term and raise additional non-dilutive capital through the licensing or sale of our

lead LNC Platform product candidate.

A partnership would likely seek to advance MAT2203 into Phase 3 development as quickly as possible,

which could position a partner to commercialize MAT2203 upon approval and which could bring additional longer-term value to the Company

and its shareholders.

Conserving 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.

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

one or more partners to monetize the value of MAT2203 in the short term and raise additional non-dilutive capital through the licensing

or sale of our lead LNC Platform product candidate.

A partnership, whether through a license, sale or other transaction, would likely

seek to advance MAT2203 into Phase 3 development as quickly as possible, which could position a partner to commercialize MAT2203

upon approval.

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.

the three month periods ended March 31, 2026 and 2025, our net loss was $1,921 and $1,656, respectively.

We have incurred losses for

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Our failure to raise capital as and when needed

would impact our going concern and would have a negative impact on our financial condition and our ability to pursue our business strategy

and continue as a going concern.

would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern.

We will need to generate significant revenues to achieve profitability, and we may never do so.

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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, if at all, 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.

However, during the first quarter of 2026,

our research and development expenses were lower than in 2025, and we expect them to remain lower during the remainder of 2026 until

such time, if at all, 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

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.

and administrative expenses for the three months ended March 31, 2026 and 2025 were $1,936 and $1,861, 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

We anticipate that our general and administrative expenses during 2026 will increase slightly compared to expenses incurred

during 2025 as the corporate strategy continues to evolve.

in fair value of warrant liability

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

in which the investors received shares of Series C Preferred Stock and Warrants to purchase shares the Company’s common stock.

The Warrants were initially classified as a liability upon each issuance date with the fair value estimated using a Monte Carlo simulation

The terms of the Warrants were amended after issuance enabling for reclassification of the Warrants as equity.

Changes in fair

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 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 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 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.

February 13, 2025, the Company closed a private placement investment with certain investors in which the investors received shares of

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

the Company’s common stock (the “2025 Warrants”).

The 2025 Warrants were classified as a liability upon issuance with

the fair value estimated using a Monte Carlo simulation model.

Future changes in fair value will be recognized in other income/(expense),

net at each reporting period until the 2025 Warrants are either exercised or expired.

gain of $294 was recognized for the three months ended March 31, 2025, representing the change in fair value of the warrant liability

between the issuance date of February 13, 2025 and March 31, 2025.

There was no warrant liability at March 31, 2026.

income/(expense), net

income/(expense), net for the three months ended March 31, 2026 and 2025 were $15 and ($4), respectively.

Other income/(expense),

net increased compared to the prior period was primarily due to decreased investment income related to decreased cash and cash

equivalent balances and the employee retention credit payment received in the prior year partially offset by the equity transaction fees incurred during the three months ended March 31, 2025.

of Critical Accounting Policies and Accounting Estimates

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and (ii) Warrants.

account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific

terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging.

Warrants classified as equity are recorded at fair value as of the date of issuance on our condensed consolidated balance sheets and

no further adjustments to their valuation are made.

Warrants that require separate accounting as liabilities are recorded on our condensed

consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until

such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded on the condensed consolidated

statement of operations.

The assessment of whether the warrants are accounted for as equity-classified or liability-classified instruments

is re-evaluated on a periodic basis.

See Note 9 - Stockholders’ Equity for a discussion on the Company’s warrants.

Accounting Pronouncements

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current R&D efforts are focused on advancing our lead LNC product candidate, MAT2203.

Our R&D expenses consist of fees paid to

consultants for work related to clinical trial design and regulatory activities, fees paid to providers for conducting various clinical

studies as well as for the analysis of the results of such studies, and for other medical research addressing the potential efficacy

and safety of our drugs.

We believe that significant investment in product development is a competitive necessity, and we are seeking

a partner to assist us in continuing to make these investments to be in a position to realize the potential of our product candidates

and proprietary technologies.

We believe that significant investment in product

development is a competitive necessity, and we are seeking to monetize our assets whether through a partnership, sale or other transaction

to assist us in continuing to make these investments to be in a position to realize the potential of our product candidates and proprietary

technologies.

expect that most of our R&D expenses in the near-term, if any, will be incurred in support of MAT2203 and positioning that drug for

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of Operations

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 September 30,

Research and development

General and administrative

Operating Expenses

and Development expenses.

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 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 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

of the three months ended March 31, 2026 to the three months ended March 31, 2025

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

Nine Months Ended September 30,

Three Months Ended March 31,

Research and development

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and Development expenses.

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

Research and Development (R&D) expense for the three months ended March 31, 2026 and 2025 was

$0 and $85, respectively.

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.

The decrease in R&D expenses as compared to 2025 was primarily attributable to the decrease in 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 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.

General and Administrative (G&A) expenses for the three months ended March 31, 2026 and

2025 were $1,936 and $1,861, respectively.

The increase in G&A expenses was primarily attributable to increased legal and

consulting fees partially offset by lower stock based compensation expense and decreased headcount.

and capital resources

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stock warrants.

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.

As of March 31, 2026, we have raised a total of $170,336 in gross proceeds and $156,594, net proceeds, from sales of

our equity securities.

of March 31, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $2,398.

Private Placement

February 13, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the

“Purchasers”), pursuant to which we agreed to issue and sell, in a private placement (the “Offering”), an aggregate

of 3,300 shares of our Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), initially

convertible into up to 5,631,404 shares of our common stock, par value $0.0001 per share (the “Common Stock”), with a stated

value of $1,000 per share (the “Stated Value”), and warrants (the “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 Warrants.

The Purchase Agreement contains customary

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

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.

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 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

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and commissions and other offering expenses.

August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging

Holders”) of April 2024 Warrants to purchase an aggregate of 466,666 shares of common stock.

Pursuant to the Exchange Agreements,

on August 15, 2025, the Company issued to the Exchanging Holders one share of common stock for each April 2024 Warrant, for an aggregate

of 466,666 shares of common stock.

At-The-Market Sales Agreement

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The Company did not sell any

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

shares under the sales agreement during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Sales Agreement’s

available capacity is $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, cash equivalents and restricted cash for each of the periods set forth

Nine Months Ended September 30,

Three Months Ended March 31,

Cash used in operating activities

Cash provided by investing activities

Cash provided by (used in) investing activities

Cash provided by financing activities

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.

Net decrease in cash and cash equivalents and restricted cash

cash used in operating activities was $1,601 and $2,007 for the three month periods ended March 31, 2026 and 2025, respectively.

losses of $1,921 and $1,656 for the three month periods ended March 31, 2026 and 2025, 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 (used in) activities was $0 for each of the three month periods ended March 31, 2026 and 2025.

cash provided by financing activities was $0 and $1,647 for the three month periods ended March 31, 2026 and 2025, respectively.

decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our preferred stock of $1,648

during the three months ended March 31, 2025.

Requirements and Other Liquidity Matters

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

We anticipate that our expenses will

increase substantially if and as we:

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

We anticipate that our expenses

will increase substantially if and as we:

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;

non-dilutive funding;

to discover and develop additional product candidates;

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additional clinical, quality control and scientific personnel;

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

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

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

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

requirements for a period of at least the next twelve months from the filing date of this Quarterly Report.

As a result, substantial doubt exists about

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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.

or other preferences that adversely affect the 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

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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