What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-03-27 · 820 added, 959 removed, 1127 unchanged (61% of the section changed)

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Based on that evaluation, our principal

executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable

assurance level as of December 31, 2023.

executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable

assurance level as of December 31, 2024 , due to a material weakness in our internal control over financial reporting, which is

described below under “Management’s Annual Report on Internal Control Over Financial Reporting.”

disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports

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or that the degree of compliance with policies and procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated

Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment,

management has concluded as of December 31, 2023, our internal control over financial reporting was effective, as management did not

identify any deficiencies in internal control over financial reporting that was determined to be a material weakness.

assessed the effectiveness of our internal control over financial reporting based on criteria established in “Internal

Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on this assessment, management has concluded as of December 31, 2024, our internal control over financial reporting

was not effective, as management identified a deficiency in internal control over financial reporting that was determined

to be a material weakness.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

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or detected on a timely basis.

We did not maintain an effective internal control

environment to ensure the processing of and reporting of non-routine transactions are complete, accurate and timely.

Specifically, we

did not have the accounting resources necessary to ensure the timely preparation and review of the Company’s indefinite-lived assets

impairment assessment.

The material weakness identified above could result in a misstatement to the aforementioned asset balances and disclosures

that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or

detected on a timely basis.

Remediation Plan:

Management has initiated a remediation plan to address the control deficiency that led to the

material weakness.

The remediation plan includes, but is not limited to, engagement of additional external accounting resources to assist

with the preparation and review of the Company’s annual indefinite-lived assets impairment assessment.

in Internal Control Over Financial Reporting:

Except for changes being implemented by the Company to address the material weakness identified above, there

was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)

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

of the Board, Director

Executive Officer and President, Director

Medical Officer

Business Officer

Chief Executive Officer and President

Financial Officer

Technology Officer

Development Officer

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

He has served as our President since March 2016.

that he served as our Executive Vice President, Chief Business Officer, General Counsel and Secretary since October 2013 and as one of

our directors from April 2012 until November 2013.

Jabbour, JD was appointed Chief Executive Officer in March 2018 and was named Chairman in March 2025.

He has served as our

President since March 2016.

Prior to that he served as our Executive Vice President, Chief Business Officer, General Counsel and Secretary

since October 2013 and as one of our directors from April 2012 until November 2013.

Jabbour is also a Co-founder of Matinas BioPharma.

Prior to joining our management

team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012 to October 2013, a privately

held diversified healthcare services company.

Prior to MediMedia, he was the Senior Vice President, Head of Global Legal Affairs of Wockhardt

Limited (2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant Secretary at Reliant (2004-2008).

Prior to joining our management team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012

to October 2013, a privately held diversified healthcare services company.

Prior to MediMedia, he was the Senior Vice President, Head

of Global Legal Affairs of Wockhardt Limited (2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant

Secretary at Reliant (2004-2008).

Earlier in his career, he held positions as Commercial Counsel at Alpharma, Inc.

(2003-2004) and as a Corporate Associate at Lowenstein

Sandler LLP (1999-2003).

(2003-2004) and as

a Corporate Associate at Lowenstein Sandler LLP (1999-2003).

Jabbour earned his J.D.

from Seton Hall University School of Law in New Jersey and a B.A.

in Psychology

from Loyola University in Baltimore.

Ferguson, MD was appointed Chief Medical Officer in February 2019.

Prior to joining the Company, he served as the Cardiovascular

and Bone Therapeutic Area Head for U.S.

Medical Affairs, at Amgen (NASDAQ:

AMGN), multinational biopharmaceutical company, from 2016

Prior to Amgen Dr.

Ferguson held a number of senior positions at AstraZeneca, a multinational pharmaceutical and biopharmaceutical

company, including Vice President of U.S.

Cardiovascular Medical and Scientific External Relations, Therapeutic Area Vice President of

Cardiovascular Global Medical Affairs, U.S.

Development Brand Leader for BRILINTA ® , and Senior Director, Clinical Research.

Before joining AstraZeneca he was Vice President of Surgical and Critical Care for The Medicines Company.

In addition, Dr.

more than 20 years of academic experience as the Associate Director of Clinical Cardiology Research at the Texas Heart Institute, Co-Director

of the Cardiology Fellowship Training Program at St.

Luke’s Episcopal Hospital in Houston, where he was an Associate Professor

of Medicine at Baylor College of Medicine, and a Clinical Assistant Professor at the University of Texas Health Science Center at Houston.

Ferguson has served on the Editorial Board of numerous peer-reviewed journals and has over 400 publications and book chapters.

Ferguson received his B.A.

(cum Laude) in Biology from Harvard University, his M.D.

from the University of Pennsylvania School of Medicine

and completed his post-graduate training at the University of Michigan Medical Center, Ann Arbor, Michigan and Beth Israel Hospital,

Boston, Massachusetts.

Hoover, MBA has served as Chief Business Officer since December 2021.

Prior to joining the Company, Mr.

Hoover was the Chief

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

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

Prior to joining Millendo, Mr.

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

Pharmaceuticals Inc, a global biopharmaceutical company.

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

Commercial Strategy group.

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

Hoover holds an M.B.A.

University of North Carolina and a B.A.

from Harvard College.

from Seton Hall University School of Law in

New Jersey and a B.A.

in Psychology from Loyola University in Baltimore.

Kucinski, MBA, CPA was appointed Chief Financial Officer in January 2019.

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Stern School of Business at New York University.

Liu, PhD, MBA has serves as Chief Technology Officer since December 2020.

Prior to joining the Company, Dr.

Liu was Director

of Formulation and Delivery at Seqirus USA Inc., a privately held global leader in influenza and pandemic response, from 2017 to 2020.

Prior to joining Seqirus, Dr.

Liu was Director of CMC at Cellics Therapeutics, Inc., a privately held development stage biopharmaceutical

company, in 2017, and Senior Technical Lead at Alcon Inc.

ALC), a global leader in eye care, from 2015 to 2017.

his career, Dr.

Liu held positions at Cellics Therapeutics, Inc., a privately held biotech company, and Allergan.

Liu holds a Ph.D.

in polymer chemistry from the University of Michigan, an M.B.A.

from the University of Massachusetts, Amherst, and a B.S.

from The University

of Science and Technology of China.

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

She joined the Company after having most recently

served as the Chief Operating Officer of ContraVir Pharmaceuticals (NASDAQ:

CTRV) (now Hepion Pharmaceuticals), a clinical stage biopharmaceutical

company, from 2015 to 2018.

From 2013 to 2015, Dr.

Matkovits served as Global Program Leader at NPS Pharmaceuticals, a specialty pharmaceutical

company that was purchased by Shire in 2015.

Prior to her time at NPS, Dr.

Matkovits was Vice President, Innovation Leader at The Medicines

Earlier in her career, Dr.

Matkovits held a number of global leadership positions at Novartis across Global Development and

Commercial Organization, including as Head, Strategic Planning and Operations, U.S.

Medical and Drug Regulatory Affairs.

Matkovits began her career at the Roche Institute of Molecular Biology and Organon where she held positions in clinical development in

women’s health and research in the area of infertility.

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

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

Matkovits earned her

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

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

in October, 2022.

Ende is president of Ende BioMedical Consulting Group, a privately-held consulting company which is focused on

helping life sciences companies raise capital, identify licensing partners, and optimize corporate structure as well as analyzing both

private and public investment opportunities for clients within the life sciences industry, a position he has held since 2009.

Ende consulted with Icahn Enterprises in their efforts to appoint board members at Forest Labs, Genzyme, Biogen IDEC, and Amylin.

Ende served on the board of directors and as a member of the Audit and Risk Management Committee of Genzyme Corp.

from 2010 until it was acquired by Sanofi (NSYE:

SNY) in 2011.

Through another activist campaign, Dr.

Ende served on the board of directors

of Progenics Pharmaceuticals, Inc., an oncology company, from 2019 until it was acquired by Lantheus Holdings, Inc.

in 2020, as Chair

of the Compensation Committee and a member of the Audit and Science Committees.

Ende also serves on the board of directors of Avadel

Pharmaceuticals plc, a biopharmaceutical company, as Chair of the Nomination & Corporate Governance Committee and a member of the

Audit and Compensation Committees.

Ende is currently serving on the Technology Transfer Committee of Mount Sinai Innovation Partners

and served as the Chairman of the Unsecured Creditor’s Committee overseeing the bankruptcy of Egenix, Inc.

From 2002 through 2008,

Ende was the senior biotechnology analyst at Merrill Lynch.

From 2000 through 2002, Dr.

Ende was the senior biotechnology analyst

at Banc of America Securities and, from 1997 to 2000, he was a biotechnology analyst at Lehman Brothers.

Ende received an MBA in

Finance & Accounting from NYU – Stern Business School in 1997, an MD from Mount Sinai School of Medicine in 1994, and a BS

in Biology and Psychology from Emory University in 1990.

We believe Dr.

Ende is qualified to serve on our board of directors due to his

industry experience, including as president of Ende BioMedical Consulting Group and as a biotechnology analyst, and his prior public

company board experience.

See description under “Management.”

Conrad served as our Chairman of the Board from July 2013 until October 2022, and as Chairman of the Board of Matinas BioPharma,

from October 2012 until October 2022.

He continues to serve as a member of our Board of Directors today.

He also serves on the board

of directors of Celldex Therapeutics, Inc.

CLDX), biopharmaceutical company focused on the development and commercialization

of immunotherapies and other targeted biologics, and as an Advisor to the Seaver Autism Center at Mount Sinai Hospital.

the President of the U.S.

Pharmaceuticals Division of Hoffmann-La Roche, Inc.

from 1982 until his retirement in 1993.

Prior to that,

he held many positions of increasing responsibility at Roche Pharmaceuticals in the United States.

Conrad previously served on the

board of directors of Arbutus Biopharma Corporation (NASDAQ:

ABUS), Pharmasset, Inc.

(chairman), Savient Pharmaceuticals, Inc.

SVNT), Dura Pharmaceuticals, Inc., UroCor, Inc., GenVec, Inc.

GNVC) (chairman), Sicor, Inc., Bone Care International, Inc.

Sapphire Therapeutics, Inc.

(chairman), the medical advisory board of Henry Schein Inc.

HSIC), and he was a Director and Co-Founder

of Reliant Pharmaceuticals.

Pharmasset was acquired by Gilead Sciences, Inc.

for $11 billion in 2011 and Reliant was acquired by GlaxoSmithKline

for $1.65 billion in 2007.

He received B.S.

degrees from the Brooklyn College of Pharmacy and an honorary Doctorate in Humane

Letters from Long Island University.

We believe Mr.

Conrad is qualified to serve on our board of directors due to his extensive expertise

and experience in the life sciences industry and his extensive board experience.

Corzo has served on our board of directors since September 2021 and is currently the Chief Operating Officer of bit.bio.

to bit.bio, Ms.

Corzo was a partner at Takeda Ventures, Inc., the corporate investment arm of Takeda Pharmaceutical Company Limited,

and previously Head, Oncology Cell Therapy Development at Takeda Pharmaceutical Company Limited (TSE:

TAK), a global biopharmaceutical

company, a position she has held since 2020.

Prior to joining Takeda, Ms.

Corzo held positions of increasing responsibility at Sanofi

Genzyme, a specialty care global business unit of Sanofi, from 2010 to 2019.

Prior to joining Sanofi, Ms.

Corzo worked at Hoffman –

La Roche, Roche Molecular Systems, Eli Lilly and Syndax from 1989 to 2010, during which time she held roles of increasing seniority in

operations, global clinical development, medical affairs, business development, market access and brand management across multiple therapeutic

products and indications.

We believe Ms.

Corzo is qualified to serve on our Board of Directors due to her broad experience in the life

sciences industry.

Giordano has served as a member of our board of directors since September 2020.

Giordano has been President,

Chief Executive Officer and director of PLx Pharma Inc.

PLXP) since January 2016.

Previously, Ms.

Giordano served as Chief Executive

Officer of ClearPoint Learning, Inc., a privately held learning and training platform company, from May 2015 through November 2015.

also served on the ClearPoint board of directors from December 2009 through November 2015.

Previously, Ms.

Giordano served as the Chief

Executive Officer of Healthcare Corporation of America (NYSE:

HCA), a leading healthcare provider, from January 2014 through August 2014.

From June 2009 to August 2012, Ms.

Giordano served as Chief Operating Officer and then as Chief Executive Officer, President and a member

of the board of directors of Xanodyne Pharmaceuticals, Inc., a privately-held a branded specialty pharmaceutical company with development

and commercial capabilities focused on pain management and women’s health.

Prior to that, she served as President, Americas, for

Cegedim Dendrite (formerly Dendrite International Inc.), a global technology services company, from 2007 to 2008 and as Senior Vice President

of the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007.

Giordano holds a Bachelor of Science degree in nursing

from Wagner College.

D’An has served on the Board since February 2025.

She is an experienced board director and financial leader

with extensive corporate governance, financial oversight, and accounting experience with a range of companies She is President of D’An

Financial Services, a strategic consulting firm she established in 2004 and has been serving on corporate boards since 2006.

through 2004, Ms.

D’An served as partner of Ernst & Young, an accounting and professional services firm, where she spent 18

years serving clients in retail, consumer products, technology, financial services, media and other sectors.

D’An serves on

the board of directors of Zoomcar Holdings, Inc., a publicly-traded car sharing platform company (NASDAQ:

ZCAR), where she has served

since April 2023, GHD Group Pty Ltd., a privately-held technical professional services firm, where she has served since March 2020, and

Backblaze, Inc., a publicly-traded open cloud storage platform (NASDAQ:

BLZE), where she has served since August 2021.

is the chair of the audit committee of all three companies, a member of the compensation committee of Backblaze, Inc.

and Zoomcar Holdings,

and a member of the nominating committee of GHD Group Pty Ltd.

D’An served on the board of directors of Renovaro Inc.

REND) (formerly Enochian BioSciences Inc.) from April 2018 through June 2021, where she was a member of the audit committee

and the nominating committee.

D’An graduated with a B.S.

in Accounting from the State University at Albany.

We believe Ms.

Giordano is qualified to serve as a director due to her extensive experience in commercialization,

general management and knowledge of the pharmaceutical and health care industries.

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

Scibetta is currently a senior consultant

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

Between 2021 and 2023,

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

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

precise, transformative therapies.

Prior to ImmuneID, Mr.

Scibetta was Chief Executive Officer of Maverick Therapeutics, a development

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

Prior to Maverick,

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

PCRX), a specialty pharmaceutical company, a position

he has held since October 2015.

Prior to that, Mr.

Scibetta was the Chief Financial Officer of Pacira since 2008.

Prior to joining Pacira

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

BIVN) to Genzyme in

From 2006 to 2007 Mr.

Scibetta was CFO of Bioenvision.

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

of Merrimack Pharmaceuticals Inc.

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

sciences companies:

NEPH), Merrimack Pharmaceuticals and Labopharm Inc.

Prior to his executive management experience,

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

of public and private healthcare and life sciences companies.

Scibetta received his Bachelor of Science in Physics from Wake Forest

University and an MBA from the University of Michigan.

D’An is qualified to serve on our board of directors due to her extensive expertise and experience in a variety of public companies

and because of her demonstrated financial expertise and experience serving on boards of directors and as Chair of audit committees.

Murphy has served on our board of directors since March 2025 and is currently a Director and Executive Chairman of Organovo Holdings,

Murphy re-joined the Organovo board of directors in July 2020 and has served as its Executive Chairman since

September 2020.

Murphy is also the Chief Executive Officer and Chairman of Viscient Bio (“Viscient”), a private company

that he founded in 2017 that is focused on drug discovery and development utilizing 3D tissue technology and multi-omics (genomics, transcriptomics,

metabolomics).

Murphy previously served as the President and Chief Executive Officer of Organovo from February 2012 through April

2017, and as Chairman from February 2012 through August 2017.

Murphy also previously served as President, Chief Executive Officer,

and Chairman of Organovo, Inc., Organovo’s primary operating company prior to its going-public transaction, from August 2007 to

February 2012.

Prior to founding Organovo, Mr.

Murphy served in various roles at Amgen, Inc.

from August 1997 to July 2007 including

as Global Operations Leader for the osteoporosis/bone cancer drug Prolia/Xgeva (denosumab).

Prior to joining Amgen, Mr.

Murphy served

at Alkermes, Inc., a biotechnology company, from July 1993 to July 1997, where he played a role on the development team for their first

approved product, Nutropin (hGH) Depot.

Murphy served as a member of the board of directors of Kintara Therapeutics, Inc.

2020 to February 2022, and served on its compensation committee and nominating and corporate governance committee.

He holds a B.S.

Chemical Engineering from the Massachusetts Institute of Technology (MIT) and is an alumnus of the UCLA Anderson School of Management.

We believe Mr.

Scibetta is qualified to serve on our board of directors because

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

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

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

Wikler currently serves as the Principal of

Infectious Disease Technology Development Consulting (IDTD Consulting), a privately-held consulting firm, where he provides clinical,

medical and regulatory strategic insight to companies developing new technologies for the treatment and prevention of infectious diseases,

a position he has held since 2015.

Prior to that from 2012 to 2015, Dr.

Wikler served at The Medicines Company (NASDAQ:

MDCO), a biopharmaceutical

company, as VP, New Business Ventures and VP and Medical Director, Infectious Disease Care.

Over the course of his career Dr.

held senior leaderships positions for a number of pharmaceutical companies, including as Chief Development Officer of Rib-X Pharmaceuticals,

Inc., a privately-held biopharmaceutical company developing new antibiotics to provide expanded coverage, safety and convenience for

the treatment of serious and life-threatening infections, President and Chief Executive Officer of IASO Pharma Inc., a privately-held

clinical stage biotechnology company focused on the development of antibacterial and antifungal therapeutics, the Institute for One World

Health, a 501(c)(3) nonprofit drug development organization, Mpex Pharmaceuticals, Inc., a privately-held company focused on developing

and manufacturing therapies for antibiotic resistance with focus on gram-negative organisms, Peninsula Pharmaceuticals, Inc., a privately

held biopharmaceutical company focused on developing and commercializing antibiotics to treat life-threatening infections (acquired by

Johnson & Johnson (NYSE:

JNJ)), ViroPharma Incorporated (NASDAQ:

VPHM), Bristol-Myers Squibb Company (NYSE:BMY), and Ortho-McNeil

Pharmaceutical (a division of Johnson & Johnson).

Wikler began his career at Smith Kline & French/Smith Kline Beecham where

he held positions of increasing responsibilities over ten years.

Wikler held a variety of positions at the FDA, including the Deputy

Director of the Division of Anti-Infective Drug Products.

Wikler earned a B.A.

in Chemistry from Franklin and Marshall College, an

degree from Temple University School of Medicine, and his M.B.A.

from the University of Pennsylvania Wharton School of Business.

He completed his Infectious Diseases Fellowship at the Hospital of the University of Pennsylvania and is a Fellow of the Infectious Diseases

Society of America.

Murphy’s previous experience in the biotechnology field, especially in developing novel products, his experience

and expertise in product development opportunities and strategy, and his educational experience qualify him to be a member of our board

of directors.

Neugeboren has served as a member of our board of directors since March 2025.

Since January of 2016, Mr.

has served as the Chief Strategy Officer of Cronus Pharma, LLC, a fully integrated R&D, manufacturing and sales & marketing animal

health pharmaceutical company.

Neugeboren leads Cronus Pharma’s commercial operations, strategic planning and acquisitions

and is also responsible for developing and executing overall corporate strategy as well as corporate and portfolio acquisitions and licensing.

Neugeboren currently serves on the Board of Directors of Grace Therapeutics (Nasdaq:

GRCE), a late-stage biopharmaceutical company

addressing rare and orphan diseases where he is a member of the Audit, Compensation and Nominating & Governance Committees.

Neugeboren was the Chief Strategy Officer for the parent pharmaceutical group comprised of Rising Pharma Holdings, Inc., a generic

pharmaceutical company and Casper Pharma, LLC, a specialty pharmaceutical company.

Additionally, Mr.

Neugeboren is Founder and Managing

Partner of QuadView Healthcare Advisors, a healthcare investment banking and business development firm.

Neugeboren was previously

a Managing Director of Ledgemont Capital Group, LLC, an investment banking firm providing strategic and financial advisory services to

emerging healthcare and technology companies and was a managing member when it filed for voluntary bankruptcy in May 2013.

has graduated with a BA in Economics from Union College We believe Mr.

Neugeboren is qualified to serve as a director due to his extensive

experience in development, general management and knowledge of the pharmaceutical and health care industries.

Smith, MD, MBA.

Smith has served on our board since February 2025.

Smith has been a Managing Partner of BRM Holdings,

a privately-held strategic and investment advisory firm, since 2015.

From 2006 until 2015, Dr.

Smith was chairman and chief executive

officer of Lisata Therapeutics, Inc., a publicly-traded stem-cell bank (NASDAQ:

LSTA) (formerly Neostem, Inc.).

From October 2019 to

December 2023, Dr.

Smith served on the board of directors of Celularity Inc, a publicly-traded cellular and regenerative medicine company

From February 2020 to May 2022, Dr.

Smith served on the board of directors of ServiceSource International, Inc., a publicly-traded

customer journey experience company (NASDAQ:

SREV) that was acquired in 2022 by Concentrix Corporation, and served on its nominating

and governance committee.

From December 2019 to November 2021, Dr.

Smith served on the board of directors of Sorrento Therapeutics, a

former publicly-traded clinical and commercial stage biopharmaceutical company (NASDAQ:

From February 2019 to May 2020, Dr.

served on the board of directors of Seelos Therapeutics, a publicly-traded clinical-stage biopharmaceutical company (NASDAQ:

served on its audit and compensation committees.

Prior to 2019, Dr.

Smith served on the boards of multiple publicly-traded biopharmaceutical

Smith received her B.A.

from Yale University and her M.D.

from the Yale School of Medicine.

She holds an M.B.A.

Wharton School of Business, completed the Stanford University Directors Program, and received an honorary Doctor of Science degree from

Thomas Jefferson Medical College.

We believe Dr.

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

in the pharmaceutical industry and his clinical, drug development and regulatory experience.

Smith is qualified to serve on our board of directors because of her extensive management

experience in the pharmaceutical industry and her clinical, drug development and regulatory experience.

are no family relationships among any of our directors or executive officers.

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The Audit Committee reviews and approves all transactions with affiliated parties.

James Scibetta, Herbert

Conrad and Natasha Giordano currently serve as members of the Audit Committee, with Mr.

Scibetta serving as its chair.

All members of

the Audit Committee have been determined to be financially literate and are considered independent directors as defined under the NYSE

MKT’s listing standards and applicable SEC rules and regulations.

Scibetta qualifies as an audit committee “financial

expert” as that term is defined by SEC regulations.

Smith and Edward Neugeboren currently serve as members of the Audit Committee, with Ms.

D’An serving as its chair.

to March 2025, the Audit Committee was comprised of James Scibetta, Herbert Conrad and Natasha Giordano, with Mr.

Scibetta serving as

Chair, all of whom have since retired from the Board.

All current and past members of the Audit Committee have been determined to be

financially literate and are considered independent directors as defined under the NYSE MKT’s listing standards and applicable

SEC rules and regulations.

D’An qualifies as an audit committee “financial expert” as that term is defined by SEC

The Audit Committee met four times during 2024.

Our Board has adopted an Audit

Committee Charter, which is available for viewing at www.matinasbiopharma.com .

Our Board has adopted an Audit Committee Charter, which is available for

viewing at www.matinasbiopharma.com .

The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries,

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our chief executive officer, and makes recommendations in that regard to the Board as a whole.

Kathryn Corzo, James Scibetta and Matthew

Wikler currently serve as members of the Compensation Committee, with Mr.

Scibetta serving as its chair.

All members of the Compensation

Committee are considered independent directors as defined under the NYSE MKT’s listing standards.

The Compensation Committee met

six times during 2023.

Our Board has adopted a Compensation Committee Charter, which is available for viewing at www.matinasbiopharma.com .

Edward Neugeboren and Keith Murphy currently

serve as members of the Compensation Committee, with Mr.

Neugeboren serving as its chair.

Prior to March 2025, the Compensation Committee

was comprised of Kathryn Corzo, James Scibetta and Matthew Wikler, with Mr.

Wikler serving as Chair, all of whom have since retired from

All current and past members of the Compensation Committee are considered independent directors as defined under the NYSE

MKT’s listing standards.

The Compensation Committee met four times during 2024.

Our Board has adopted a Compensation Committee

Charter, which is available for viewing at www.matinasbiopharma.com .

and Corporate Governance Committee .

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being considered.

Herbert Conrad, Kathryn Corzo, Eric Ende, and Natasha Giordano currently serve as members of the Nominating and Corporate

Governance Committee, with Ms.

Giordano serving as its chair.

All members of the Nominating and Corporate Governance Committee are considered

independent directors as defined under the NYSE MKT’s listing standards.

The Nominating and Corporate Governance Committee met

four times during 2023.

Keith Murphy, Evelyn D’An and Robin L.

Smith currently serve as members of the Nominating and Corporate Governance

Committee, with Mr.

Murphy serving as its chair.

Prior to March 2025, the Nominating and Corporate Governance Committee was comprised

of Herbert Conrad, Kathryn Corzo, Eric Ende, and Natasha Giordano, with Ms.

Giordano serving as Chair, all of whom have since retired

from the Board.

All current and past members of the Nominating and Corporate Governance Committee are considered independent directors

as defined under the NYSE MKT’s listing standards.

The Nominating and Corporate Governance Committee met four times during 2024.

Our Board has adopted a Nominating and Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com .

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

The Trading Policy

is annexed to this Annual Report as an exhibit.

A copy of the Insider

Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Compensation Table – 2024

4 unchanged sentences

Name and Principal Position

Option Awards

Awards ($) (1)

All Other Compensation ($)

Chief Executive Officer

Chief Medical Officer

Theresa Matkovits

Chief Development Officer

Former Chief Medical Officer

Keith Kucinski

Chief Financial Officer

reflect the grant date fair value of option awards granted in 2024 and 2023 in accordance with Accounting Standards Codification

12 unchanged sentences

Jabbour is also eligible to receive option grants at the discretion of our Compensation Committee.

Jabbour is eligible

to receive option grants and equity grants at the discretion of our Compensation Committee.

If we terminate Mr.

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amended on March 3, 2023.

Ferguson’s employment with the Company was terminated without cause in October 2024, and Mr.

was eligible to receive the severance benefits described below for a termination by us without cause.

Under the terms of Mr.

Ferguson’s employment agreement, Mr.

Ferguson base salary was $375,000 per year,

and is currently $468,000.

employment agreement, Mr.

Ferguson’s base salary was $375,000 per year, and was $468,000 at the time of his termination.

was eligible to receive an annual bonus, targeted at 40% of his base salary and subject to adjustment by our Compensation Committee based

on his individual performance and our performance as a whole.

Ferguson was also eligible to receive option grants at the discretion

of our Compensation Committee.

Under the terms of his employment agreement, if Mr.

Ferguson’s employment was terminated by us without

cause or by Mr.

Ferguson with good reason, we are required to pay him severance of up to twelve months of his base salary plus benefits.

In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 was accelerated in full upon such termination.

Under the terms of his employment agreement, if we terminated Mr.

Ferguson’s employment without cause during the 12-month period

immediately following a change of control or Mr.

Ferguson resigned with good reason during such period, we were required to pay him severance

of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits.

In addition, his outstanding options would

be vested in full.

Ferguson is also subject to a customary non-disclosure agreement, pursuant to which Mr.

Ferguson has agreed to

be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment.

December 31, 2018, we entered into an employment agreement with Mr.

Kucinski which was effective as of January 2, 2019, as subsequently

amended on March 3, 2023.

Under the terms of Mr.

Kucinski’s employment agreement, Mr.

Kucinski’s base salary was $250,000

per year, and is currently $416,000.

In addition, Mr.

Ferguson is eligible to receive an annual bonus, which is targeted at 35% of his base salary

but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole.

is also eligible to receive option grants at the discretion of our Compensation Committee.

Kucinski is eligible to receive an annual bonus, which is targeted at 40% of his

base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole.

Kucinski is also eligible to receive option grants at the discretion of our Compensation Committee.

If we terminate Mr.

Ferguson’s employment

without cause or Mr.

Ferguson resigns with good reason, we are required to pay him severance of up to twelve months of his base salary

plus benefits.

In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated in full

upon such termination.

employment without cause or Mr.

Kucinski resigns with good reason, we are required to pay him severance of up to twelve months of his

base salary plus benefits.

In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated

in full upon such termination.

If we terminate Mr.

Ferguson’s employment without cause during the 12-month period immediately following

a change of control or Mr.

Jabbour resigns with good reason during the 12-month period immediately following a change of control, we

are required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits.

Kucinski’s employment without cause during the 12-month period immediately following

a change of control or Kucinski resigns with good reason during the 12-month period immediately following a change of control, we are

required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits.

his outstanding options will be vested in full.

Ferguson is also subject to a customary non-disclosure agreement, pursuant to which

Ferguson has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months following

Kucinski is also subject to a customary non-disclosure agreement, pursuant to which

Kucinski has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months following

termination of his employment.

September 25, 2018, we entered into an employment agreement with Ms.

Matkovits which was effective as of October 15, 2018, as subsequently

amended on March 3, 2023.

Under the terms of Ms.

Matkovits’ employment agreement, Ms.

Matkovits’s base salary was $350,000

per year, and is currently $430,000.

In addition, Ms.

Matkovits is eligible to receive an annual bonus, which is targeted at 35% of her

base salary but which may be adjusted by our Compensation Committee based on her individual performance and our performance as a whole.

Matkovits is also eligible to receive option grants at the discretion of our Compensation Committee.

If we terminate Ms.

employment without cause or Ms.

Matkovits resigns with good reason, we are required to pay her severance of up to twelve months of his

base salary plus benefits.

In addition, the vesting of 50% of her outstanding options issued prior to December 31, 2021 will be accelerated

in full upon such termination.

If we terminate Ms.

Matkovits’s employment without cause during the 12-month period immediately

following a change of control or Matkovits resigns with good reason during the 12-month period immediately following a change of control,

we are required to pay her severance of 12 months of her base salary and her target annual bonus plus 12 months of COBRA benefits.

addition, her outstanding options will be vested in full.

Matkovits is also subject to a customary non-disclosure agreement, pursuant

Matkovits has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months

following termination of her employment.

Equity Awards at Fiscal Year-End Table – 2024

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unexercisable

July 20, 2024

Theresa Matkovits

Keith Kucinski

Equity Compensation Plan

August 2, 2013, our Board of Directors adopted the 2013 Equity Compensation Plan pursuant to the terms described herein.

The 2013 Equity

Compensation Plan was approved by the stockholders on August 7, 2013.

August 2, 2013, our Board of Directors adopted the 2013 Equity Compensation Plan (the “Plan”) pursuant to the terms described

The Plan was approved by the stockholders on August 7, 2013.

Effective May 8, 2014, upon the approval of our Board of Directors

and our stockholders, we amended and restated our 2013 Equity Compensation Plan, primarily to include “evergreen” provisions,

which provides that the number of shares of common stock available for issuance under the Plan is subject to an automatic annual increase

on January 1 of each year beginning in 2015 equal to 4% of the number of shares of common stock outstanding on December 31 of the preceding

calendar year or a lesser number of shares of common stock determined by the Board of Directors;

to amend the definition of “fair

market value”;

and to increase the limits on awards under the Plan.

The 2013 Equity Compensation Plan, as amended and restated,

is referred to herein as the “2013 Plan.”

general purpose of the 2013 Plan is to provide an incentive to our employees, directors, consultants and advisors by enabling them to

share in the future growth of our business.

Our Board of Directors believes that the granting of stock options, restricted stock awards,

unrestricted stock awards and similar kinds of equity-based compensation promotes continuity of management and increases incentive and

personal interest in the welfare of our Company by those who are primarily responsible for shaping and carrying out our long range plans

and securing our growth and financial success.

Board of Directors believes that the 2013 Plan will advance our interests by enhancing our ability to (a) attract and retain employees,

consultants, directors and advisors who are in a position to make significant contributions to our success;

(b) reward our employees,

consultants, directors and advisors for these contributions;

and (c) encourage employees, consultants, directors and advisors to take

into account our long-term interests through ownership of our shares.

of the 2013 Equity Compensation Plan

following description of the principal terms of the 2013 Plan is a summary and is qualified in its entirety by the full text of the 2013

Plan, which is attached as Exhibit 10.1 hereto.

Administration .

The 2013 Plan will be administered by the Compensation Committee of our Board of Directors, provided that the entire Board of Directors

may act in lieu of the Compensation Committee on any matter, subject to certain requirements set forth in the 2013 Plan.

The Compensation

Committee may grant options to purchase shares of our common stock, stock appreciation rights, stock units, restricted shares of our

common stock, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards.

Compensation Committee also has broad authority to determine the terms and conditions of each option or other kind of award, and adopt,

amend and rescind rules and regulations for the administration of the 2013 Plan.

Subject to applicable law, the Compensation Committee

may authorize one or more reporting persons (as defined in the 2013 Plan) or other officers to make awards (other than awards to reporting

persons, or other officers whom the Compensation Committee has specifically authorized to make awards).

No awards may be granted under

the 2013 Plan on or after the ten year anniversary of the adoption of the 2013 Plan by our Board of Directors, but awards granted prior

to such tenth anniversary may extend beyond that date.

Eligibility .

Awards may be granted under the 2013 Plan to any person who is an employee, officer, director, consultant, advisor or other individual

service provider of the Company or any subsidiary, or any person who is determined by the Compensation Committee to be a prospective

employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.

Subject to the 2013 Plan .

As of March 18, 2024, the aggregate number of shares of common stock available for issuance in connection

with awards granted under the 2013 Plan is 62,984,400 shares, subject to customary adjustments for stock splits, stock dividends or similar

transactions (the “Initial Limit”).

Incentive Stock Options may be granted under the 2013 Plan with respect to all of those

The number of shares of common stock available for issuance under the 2013 Plan will automatically increase on January 1st of

each year for a period of ten years, commencing on January 1, 2015, in an amount equal to four percent (4%) of the total number of shares

of common stock outstanding on December 31st of the preceding calendar year (the “Annual Increase”).

Notwithstanding the

foregoing, the Board of Directors may act prior to the first day of any calendar year, to provide that there shall be no increase in

the share reserve for such calendar year or that the Annual Increase in the share reserve for such calendar year shall be a lesser number

of shares of common stock than would otherwise occur pursuant to the preceding sentence.

The number of shares of common stock which may

be issued in respect of Incentive Stock Options is equal to the Current Limit, and will be increased on each January 1, by the Annual

Increase for such calendar year.

the extent that any award under the 2013 Plan payable in shares of common stock is forfeited, cancelled, returned to the Company for

failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being

made thereunder, the shares of common stock covered thereby will be available for future grants under the 2013 Plan.

Shares of common

stock that otherwise would have been issued upon the exercise of a stock option or in payment with respect to any other form of award,

that are surrendered in payment or partial payment of taxes required to be withheld with respect to the exercise of such stock option

or the making of such payment, will also be available for future grants under the 2013 Plan.

and Conditions of Options .

Options granted under the 2013 Plan may be either “incentive stock options” that are intended

to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or “nonqualified

stock options” that do not meet the requirements of Section 422 of the Code.

The Compensation Committee will determine the exercise

price of options granted under the 2013 Plan.

The exercise price of stock options may not be less than the fair market value, on the

date of grant, per share of our common stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive

options granted to a ten-percent stockholder).

on the date of grant the common stock is listed on a stock exchange or national market system, the fair market value shall generally

be the closing sale price as of such date, or if there were no trades recorded on such date, then the most recent date preceding such

date on which trades were recorded.

If on the date of grant the common stock is traded in an over-the-counter market, the fair market

will generally be the average of the closing bid and asked prices for the shares of common stock as of such date, or, if there are no

closing bid and asked prices for the shares of common stock on such date, then the average of the bid and asked prices for the shares

of common stock on the most recent date preceding such date on which such closing bid and asked prices are available.

If the common stock

is not listed on a national securities exchange or national market system or traded in an over-the-counter market, the fair market value

shall be determined by the Compensation Committee in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended.

Notwithstanding the foregoing, if on the date of grant the common stock is listed on a stock exchange or is quoted on a national market

system, or is traded in an over-the-counter market, then solely for purposes of determining the exercise price of any grant of a stock

option or the base price of any grant of a stock appreciation right, the Compensation Committee may, in its discretion, base fair market

value on the last sale before or the first sale after the grant, the closing price on the trading day before or the trading day of the

grant, the arithmetic mean of the high and low prices on the trading day before or the trading day of the grant, or any other reasonable

method using actual transactions of the common stock as reported by the exchange or market on which the common stock is traded.

the determination of fair market value also may be made using any other method permitted under Treasury Regulation section 1.409A-1(b)(5)(iv).

option may be exercisable for more than ten years from the date of grant (five years in the case of an incentive stock option granted

to a ten-percent stockholder).

Options granted under the 2013 Plan will be exercisable at such time or times as the Compensation Committee

prescribes at the time of grant.

No employee may receive incentive stock options that first become exercisable in any calendar year in

an amount exceeding $100,000.

The Compensation Committee may, in its discretion, permit a holder of a nonqualified stock option to exercise

the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue

to be subject to the vesting requirements that applied to the option before exercise.

the option price may be paid in cash or by bank check, or such other means as the Compensation Committee may accept.

As set forth in

an award agreement or otherwise determined by the Compensation Committee, in its sole discretion, at or after grant, payment in full

or part of the exercise price of an option may be made (a) in the form of shares of common stock that have been held by the participant

for such period as the Compensation Committee may deem appropriate for accounting purposes or otherwise, valued at the fair market value

of such shares on the date of exercise;

(ii) by surrendering to the Company shares of common stock otherwise receivable on exercise of

(iii) by a cashless exercise program implemented by the Compensation Committee in connection with the 2013 Plan;

by such other method as may be approved by the Compensation Committee and set forth in an award agreement.

option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option

may be exercised only by the recipient or the recipient’s guardian or legal representative.

However, the Compensation Committee

may permit the transfer of a nonqualified stock option, share-settled stock appreciation right, restricted stock award, performance share

or share-settled other stock-based award either (a) by instrument to the participant’s immediate family (as defined in the 2013

Plan), (b) by instrument to an inter vivos or testamentary trust (or other entity) in which the award is to be passed to the participant’s

designated beneficiaries, or (c) by gift to charitable institutions.

The Compensation Committee will determine the extent to which a

holder of a stock option may exercise the option following termination of service.

Appreciation Rights .

The Compensation Committee may grant stock appreciation rights independent of or in connection with an option.

The Compensation Committee will determine the terms applicable to stock appreciation rights.

The base price of a stock appreciation right

will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share of our common stock

with respect to the date of grant of such stock appreciation right.

The maximum term of any SAR granted under the 2013 Plan is ten years

from the date of grant.

Generally, each SAR stock appreciation right will entitle a participant upon exercise to an amount equal to:

excess of the fair market value of a share of common stock on the date of exercise of the stock appreciation right over the base

price of such stock appreciation right, multiplied by

number of shares as to which such stock appreciation right is exercised.

may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation

Stock and Stock Units .

The Compensation Committee may award restricted common stock and/or stock units under the 2013

Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result

in forfeiture if specified conditions are not satisfied.

Stock units confer the right to receive shares of our common stock, cash, or

a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation

The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or

stock units, which may include performance-based conditions.

Dividends with respect to restricted stock may be paid to the holder of

the shares as and when dividends are paid to stockholders or at the times of vesting or other payment of the restricted stock award.

Stock unit awards may be granted with dividend equivalent rights, which may be accumulated and may be deemed reinvested in additional

stock units, as determined by the Compensation Committee in its discretion.

If any dividend equivalents are paid while a stock unit award

is subject to restrictions, the dividend equivalents shall be subject to the same restrictions on transferability as the underlying stock

units, unless otherwise set forth in an award agreement.

Unless the Compensation Committee determines otherwise, holders of restricted

stock will have the right to vote the shares.

Shares and Performance Units .

The Compensation Committee may award performance shares and/or performance units under the

Performance shares and performance units are awards which are earned during a specified performance period subject to the

attainment of performance criteria, as established by the Compensation Committee.

The Compensation Committee will determine the restrictions

and conditions applicable to each award of performance shares and performance units.

Bonus Awards .

The Compensation Committee may award Incentive Bonus Awards under the 2013 Plan.

Incentive Bonus Awards may be

based upon the attainment of specified levels of Company or subsidiary performance as measured by pre-established, objective performance

criteria determined at the discretion of the Compensation Committee.

Incentive Bonus Awards will be paid in cash or common stock, as

set forth in an award agreement.

Stock-Based and Cash-Based Awards .

The Compensation Committee may award other types of equity-based or cash-based awards

under the 2013 Plan, including the grant or offer for sale of unrestricted shares of our common stock and payment in cash or otherwise

of amounts based on the value of shares of common stock.

of Certain Corporate Transactions .

The Compensation Committee may, at the time of the grant of an award, provide for the effect

of a change in control (as defined in the 2013 Plan) on any award, including (i) accelerating or extending the time periods for exercising,

vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing

for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification

or adjustment to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of participants

upon or following a change in control.

The Compensation Committee may, in its discretion and without the need for the consent of any

recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control:

any or all outstanding options and stock appreciation rights to become immediately exercisable, in whole or in part;

(b) cause any other

awards to become non-forfeitable, in whole or in part;

(d) cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award

of the capital stock of any successor corporation;

(e) redeem any restricted stock, stock unit, performance share or performance unit

for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock

on the date of the change in control;

(f) cancel any option or stock appreciation right in exchange for cash and/or other substitute

consideration based on the value of our common stock on the date of the change in control , and cancel any option or stock appreciation

right without any payment if its exercise price exceeds the value of our common stock on the date of the change in control;

any stock unit or performance unit held by a participant affected by the change in control in exchange for cash and/or other substitute

consideration with a value equal to the fair market value per share of common stock on the date of the change in control, or (h) make

such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

Termination .

The Compensation Committee may amend the terms of awards in any manner not inconsistent with the 2013 Plan, provided

that no amendment shall adversely affect the rights of a participant with respect to an outstanding award without the participant’s

In addition, our board of directors may at any time amend, suspend, or terminate the 2013 Plan, provided that (i) no such amendment,

suspension or termination shall materially and adversely affect the rights of any participant under any outstanding award without the

consent of such participant and (ii) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange

rule, the 2013 Plan requires us to obtain stockholder consent.

Stockholder approval is required for any plan amendment that increases

the number of shares of common stock available for issuance under the 2013 Plan or changes the persons or classes of persons eligible

to receive awards.

and our stockholders, we amended and restated the Plan, primarily to include “evergreen” provisions, which provided that

the number of shares of common stock available for issuance under the Plan is subject to an automatic annual increase on January 1 of

each year beginning in 2015;

to amend the definition of “fair market value”;

and to increase the limits on awards under the

general purpose of the Plan was to provide an incentive to our employees, directors, consultants and advisors by enabling them to share

in the future growth of our business.

The term of the Plan was for 10 years and expired on May 7, 2024.

The Company intends to adopt

a new equity compensation plan at its next Annual Meeting, pending shareholder approval.

of December 31, 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.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times.

Consistent with our annual

compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock option awards in connection

with our conducting and completing such annual review, which typically occurs in approximately the fourth quarter of each year.

awards were awarded to our non-employee directors pursuant to our 2013 Equity Incentive Plan, as amended.

The timing of any stock option

grants in connection with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such

as an employee’s commencement of employment or promotion effective date), and in other cases such grants may be awarded at the

same time with other annual grants.

As a result, in all cases, the timing of grants of stock options occurs independent of the release

of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting

the value of executive compensation.

stock options were issued to executive officers in 2024 during any period beginning four business days before the filing of a periodic

report or current report disclosing material non-public information (other than a current report on Form 8-K disclosing a material new

option award grant under Item 5.02(e) of that form) and ending one business day after the filing or furnishing of such report with the

Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount

13 unchanged sentences

to receive an annual fee of $8,000 and other members are entitled to receive $4,000.

of the date of each annual meeting of the shareholders, each non-employee director will receive an option grant to purchase shares of

our common stock valued at $80,000 as determined by the Black Scholes method on the date of grant under our existing equity incentive

plan, or any other equity incentive plan we may adopt in the future, which shall vest in twelve equal monthly installments.

fees under the director compensation policy are paid on a quarterly basis in arrears and no per meeting fees are paid.

4 unchanged sentences

Compensation Table – 2024

following table summarizes the annual compensation for our non-employee directors during 2023.

following table summarizes the annual compensation for our non-employee directors during 2024, each of which retired from our Board during

Cash Compensation

3 unchanged sentences

Matthew Wikler

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

These amounts do not correspond to the actual value that will be recognized by the directors.

Committee Interlocks and Insider Participation

Compensation Committee of the Board of Directors is currently composed of the following three non-employee directors:

Kathryn Corzo,

James Scibetta, Chair, and Matthew Wikler.

No member of the Compensation Committee is or was formerly an officer or an employee of the

Company during the last fiscal year.

In addition, no executive officer of the Company serves on the compensation committee or board of

directors of a company for which any of the Company’s directors serve as an executive officer.

Edward Neugeboren,

Chair, and Keith Murphy.

No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the

last fiscal year.

In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company

for which any of the Company’s directors serve as an executive officer.

Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

23 unchanged sentences

Percentage of Shares Beneficially Owned

5% Stockholders

Highbridge Capital Management, LLC (1)

Directors and Executive Officers

Herbert Conrad (2)

Kathryn Corzo (3)

Eric Ende (4)

Natasha Giordano (5)

James Scibetta (6)

Matthew Wikler (7)

Kucinski (10)

Theresa Matkovits (12)

Edward Neugeboren

Directors and Executive Officers as a group (2 persons) (5)

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

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

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

Does not include 182,185 shares of common stock underlying

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

Does not include 212,478 shares of common stock underlying

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

Does not include 182,185 shares of common stock underlying

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

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

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

Does not include 182,185 shares of common stock underlying

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

Does not include 182,185 shares of common stock underlying

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

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

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

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

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

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

Based solely on information contained in a Schedule 13G filed on October 25, 2024.

The address for the reporting person is 277 Park Avenue,

23 rd Floor, New York, New Yor, 10172.

Includes 379,233 shares of Common Stock issuable upon the exercise of warrants that cannot be exercised to the extent the holder would

beneficially own, after such exercise, more the 9.99% of the outstanding Common Stock

Includes 175,647 shares of common stock issuable upon exercise of options.

1 unchanged sentence

Includes 50,681 shares of common stock issuable upon exercise of options.

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

See notes (1) through (12).

Authorized for Issuance under Equity Compensation Plans

following table summarizes information about our equity compensation plans as of December 31, 2023.

Plan Category

Number of Shares

of Common Stock to be Issued upon

Exercise of Outstanding Options

Weighted-Average

Exercise Price of

Outstanding Options

Number of Options

Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by stockholders(1)

Equity compensation plans not approved by stockholders

amounts shown in this row include securities under the Matinas BioPharma Holdings, Inc.

Amended and Restated 2013 Equity Incentive

Plan (the “2013 Plan”).

accordance with the “evergreen” provision in our 2013 Plan, an additional 8,690,581 shares were automatically made available

for issuance on the first trading day of 2024, which represents 4% of the number of shares outstanding on December 31, 2023;

shares are excluded from this calculation.

Does not include 19,325 shares of common stock underlying options.

See notes (3) and (4).

Relationships, Related Transactions, And Director Independence

Relationships and Related Party Transactions

than compensation arrangements for our named executive officers and directors, there has been no transaction or series of similar transactions,

since January 1, 2023, to which we were a party or will be a party, in which:

The following is a description of transactions since January 1, 2024, and

each currently proposed transaction in which:

amounts involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent of the average of our total assets at year-end

2 unchanged sentences

foregoing persons, had or will have a direct or indirect material interest.

April 2024 Offering

On April 2, 2024, we entered into a securities

purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which we issued

and sold an aggregate of:

(i) 666,667 shares of common stock and (ii) warrants to purchase up to 666,667 shares of common

stock The offering price per share and accompanying warrant was $15.00 .

Pursuant to the April 2024 Purchase Agreement, affiliates

of Highbridge Capital Management, LLC, a holder of more than 5% of our common stock, purchased 466,666 shares of common stock and warrants

to purchase 466,666 shares of common stock, for $7.0 million.

Indemnification

26 unchanged sentences

on information requested from and provided by each of our directors, our board of directors has determined that Messrs.

Herbert Conrad,

Eric Ende, James Scibetta, Matthew Wikler and Mses.

Kathryn Corzo and Natasha Giordano are “independent directors” as such

term is defined in the rules of the NYSE MKT’s corporate governance requirements and Rule 10A-3 promulgated under the Securities

Exchange Act of 1934, as amended.

and Edward Neugeboren and Mses.

Evelyn D’An and Robin L.

Smith are “independent directors” as such term is defined

in the rules of the NYSE MKT’s corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of

1934, as amended.

Accounting Fees And Services

26 unchanged sentences

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015).

Certificate of Amendment of Certificate of Incorporation, dated August 30, 2024 (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on September 3, 2024 and incorporated herein by reference)

Form of Certificate of Designation of Series C Convertible Preferred Stock(filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference)

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

Description of Securities*

Form of Common Stock Purchase Warrant (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on April 5, 2024 and incorporated herein by reference)

Form of Warrant (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference)

Matinas BioPharma Holdings, Inc.

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

Form of Securities Purchase Agreement (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 13, 2025 and incorporated herein)

Matinas BioPharma Holdings Corp.

Insider Trading Policy*

Insider Trading Policy (filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 27, 2024 and incorporated herein by reference)

Subsidiaries Index*

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to the requirements of Section 13 or 15(d) of the Securities Act, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on March 27, 2024.

by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on April 15, 2025.

BIOPHARMA HOLDINGS, INC.

Executive Officer

Chief Executive Officer & President

Financial Officer

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registrant and in the capacities and on the dates indicated.

Executive Officer and Director

Chief Executive Officer & President

Executive Officer)

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Financial and Accounting Officer)

Herbert Conrad

Kathryn Corzo

Natasha Giordano

Edward Neugeboren

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

BioPharma Holdings, Inc.

To the Board of Directors and Stockholders of

Matinas BioPharma Holdings, Inc

on the Financial Statements

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

and Subsidiaries as of December 31, 2023

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

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

In our opinion,

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

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

principles generally accepted in the United States of America.

have audited the accompanying consolidated balance sheets of Matinas BioPharma Holdings, Inc and Subsidiaries as of December 31,

2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash

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

In our opinion, the financial statements present fairly, in all material respects, the position of the Company as of December 31,

2024 and 2023, and the results of their operations and their cash flows for each of the years in then ended in conformity with

accounting principles generally accepted in the United States of America .

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

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

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

financial statements based on our audits.

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

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

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

Our responsibility is to express an opinion on the

Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in

accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

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

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

and prepaid balance for research and development expenses

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

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

At December 31, 2023, the Company had

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

The Company also recorded prepaid R&D

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

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

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

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

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

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

timely and accurate reporting of CROs and CMOs.

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

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

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

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

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

As a result, a high degree of auditor

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

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

consolidated financial statements.

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

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

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

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

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

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

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

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

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

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

In-process Research and Development

As described in Note 3, 7, and 12 to the financial statements, In-process

Research and Development (“IPR&D”) is tested for impairment on an annual basis, or more frequently if indicators of impairment

During the fourth quarter of 2024, management noted that an indicator of potential impairment existed due to the cessation of negotiations

with a prospective development partner, a reduction in force, and the suspension of research and development efforts.

The fair value of

the IPR&D is estimated with the income approach using a discounted cash flow method.

Management’s cash flow projections included significant

judgments and assumptions relating to the plans contemplated for the commercialization of the IPR&D, along with the amount and timing

of projected future cash flows and discount rates.

Impairment is calculated by comparing the fair value of the IPR&D to its carrying

As a result of this quantitative analysis, the Company recorded an IPR&D impairment charge of $0.8 million, representing the

excess of the carrying value over its estimated fair value.

We identified the impairment

assessment of IPR&D as a critical audit matter due to the significant judgment by management when developing the fair value

This led to a high degree of auditor judgment and subjectivity and effort in performing procedures and evaluating

management’s significant assumptions related to amount and timing of projected future cash flows and discount rates.

Additionally,

the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures

included, among others (i) understanding management’s process for developing the fair value estimate;

(ii) evaluation of management’s

plans and assumptions and probability of the alternatives for the monetization of the IPR&D asset and the related identifiable cash

(iii) evaluating the appropriateness of the discounted cash flow model used by management;

and (iv) evaluating the reasonableness

of the significant assumptions used by management related to the amount and timing of projected future cash flows and discount rates.

Evaluating management’s assumptions related to the amount and timing of projected future cash flows and discount rates involved

evaluating whether the assumptions used by management were reasonable considering the consistency with external market and industry data.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow

model, (ii) the reasonableness of the discount rates assumption, and (iii) the appropriateness of probability and assumptions used in

evaluating the reasonableness of the fair value of the IPR&D asset.

EisnerAmper LLP

have served as the Company’s auditor since 2011

April 15, 2025

BioPharma Holdings, Inc.

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Common stock par value $ 0.0001 per share, 250,000,000 shares authorized at December 31, 2024 and 2023, respectively;

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

5,086,985 and 4,345,291 issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital

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General and administrative

Impairment charges of goodwill and other intangible assets

Impairment charges of other assets

Total costs and expenses

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Other income, net

Loss before tax

Income tax benefit

Net loss per share – basic and diluted

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Basic and diluted

Other comprehensive gain/(loss), net of tax

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

Other comprehensive gain/(loss), net of tax

Other comprehensive gain, net of tax

Unrealized gain on securities available-for-sale

Other comprehensive gain, net of tax

Comprehensive loss

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(Loss)/Income

Additional Paid-in

Accumulated Other Comprehensive

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Stock-based compensation

Issuance of common stock upon exercise of options

Issuance of common stock in exchange for warrants

Issuance of common stock pursuant to license agreement amendment

Other comprehensive loss

Other comprehensive income

Balance, December 31, 2023

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Stock-based compensation

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

Issuance of common stock in reverse stock split

Other comprehensive income

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$ ( 199,824 )

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 consolidated financial statements.

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Amortization of finance lease right-of-use assets

Amortization of bond discount

Stock issued pursuant to license agreement amendment

Amortization of bond (premium)/discount

Impairment charges of goodwill and other intangible assets

Impairment charges of other assets

Income tax benefit

Changes in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from exercise of options

Net proceeds from public offerings of common stock and warrants

Payments of capital lease liability – principal

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

Net decrease in cash, cash equivalents and restricted cash

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Supplemental non-cash financing and investing activities:

Unrealized gain/(loss) on marketable debt securities

Cash exercise of warrants in prepaid expenses and other current assets

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

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

Unrealized gain on marketable debt securities

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

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and “BioPharma”, “the Company”).

The Company is a clinical-stage biopharmaceutical company with a focus on identifying

and developing novel pharmaceutical products.

The Company is a clinical-stage biopharmaceutical company focused on delivering

groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology (LNC Platform).

The Company’s lead product candidate is MAT2203

(oral amphotericin B), a highly potent antifungal drug which, by virtue of LNC delivery, has been made oral, safe, and well-tolerated

for prolonged administration in patients with life-threatening invasive fungal infections.

Following the successful EnACT Phase 2 trial

in the treatment of cryptococcal meningitis, MAT2203 is now positioned for a single, Phase 3 registration trial (the “ORALTO trial”)

in support of a New Drug Application (“NDA”) for the treatment of invasive aspergillosis in patients with limited treatment

The Company had also been seeking to develop an internal

pipeline of products utilizing the LNC Platform to encapsulate small molecules and small oligonucleotides and facilitate

targeted and extrahepatic delivery to desired cells and tissues without toxicity, with a focus on small molecule oncology applications

as well as the formulation and delivery of small oligonucleotides with a primary therapeutic focus on inflammation.

Following an 80% reduction in workforce implemented

in late October 2024, the Company has been reassessing its strategic plan while implementing a cost-cutting strategy and paused further clinical development of MAT2203 with the goal

of consummating a licensing, sale or other similar transaction as soon as possible to advance the development of MAT2203 into Phase 3.

In addition, the Company continues to engage with the FDA to keep the MAT2203 Investigational New Drug Application (“IND”)

active and is actively maintaining and prosecuting intellectual property relating to MAT2203 and to the LNC Platform generally as well

as maintaining all of its obligations under its license agreement with Rutgers University.

The Company also continues to support the patients

in its Expanded/Compassionate Use Access Program with the assistance of outside medical clinician consultants.

As a result of the reduction

in force, the Company has paused the internal development of a pipeline of products utilizing the LNC Platform as it evaluates strategic

alternatives for those early-stage programs in oncology and inflammatory diseases.

The Company remains engaged in an ongoing partnership

process for MAT2203, seeking one or more development and/or commercialization partners.

The Company will require either (i) the consummation

of a partnership transaction, or (ii) raising additional capital, prior to commencing the ORALTO trial.

In the event a partnership is

consummated, the partner may seek to revise the ORALTO trial or could determine a completely new development program and pathway for MAT2203.

There can be no assurance that the Company will be successful in consummating a transaction involving MAT2203.

2 – Liquidity, Plan of Operations and Going Concern

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The Company’s net loss for the years ended December 31, 2024 and 2023 was $ 24,251

and $ 20,997 , respectively.

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

product candidates, including MAT2203 and MAT2501, since 2011.

To date, the Company has not obtained regulatory approval for any of its

product candidates nor generated any revenue from product sales, and the Company expects to incur significant expenses to complete development

of its product candidates.

The Company may never be able to obtain regulatory approval for the marketing of any of its product candidates

in any indication in the United States or internationally and there can be no assurance that the Company will generate revenues or ever

achieve profitability.

the Company obtains U.S.

Food and Drug Administration (“FDA”) approval for one or more of its product candidates, the Company

expects that its expenses will continue to increase once the Company reaches commercial launch.

The Company also expects that its research

and development expenses will continue to increase as it moves forward with additional clinical studies for its current product candidates

and $ 22,942 ,

respectively.

The Company expects operating expenses to be lower in the near term compared

to recent years until such time as additional funding is secured to support initiation of the Phase 3 registration trial for MAT2203 and

advancement of the LNC platform delivery technology.

The Company expects that its research

and development expenses will increase if it moves forward with additional clinical studies for its current product candidates

and development of additional product candidates.

If the Company obtains U.S.

Food and Drug Administration (“FDA”)

approval for one or more of its product candidates, the Company expects that its expenses will continue to increase once the Company reaches

commercial launch.

As a result, the Company expects to continue to incur substantial losses for the foreseeable

future, and that these losses will be increasing.

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

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

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

a going concern.

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

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

and securing additional

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

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

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

acceptable terms, or at all.

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

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

continue as a going concern.

of December 31, 2024, the Company had cash and cash equivalents of $ 7,284

and restricted cash of $ 250 .

In addition, during the second quarter of 2025, the Company generated net proceeds of $ 3,020

from the sale of Preferred Stock (see Note 17).

The Company does 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 these financial statements.

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

ability of the Company to continue as a going concern is dependent upon securing one or more partners to monetize the value of MAT2203, the ability

to control its operating expenses, future sales of common stock through the At-The-Market Sales Agreement

(“Sales Agreement”) with BTIG, LLC and securing additional financing.

While the Company believes in the viability of

this strategy and believes the actions presently being taken by the Company provide the opportunity for it to continue as a going

concern, there can be no assurance the Company will be successful in its implementation.

In particular, utilization of the Sales

Agreement may not be viable due to market conditions and new financing may not be available on acceptable terms, or at all.

Moreover, under the terms of the Preferred Stock sales agreement, the Company

is 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.

consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts

or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going

3 – Summary of Significant Accounting Policies

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All intercompany transactions have been eliminated in consolidation.

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 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 annual report have been retroactively

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

Refer to Note 14 – Stockholders’ Equity for

additional information related to the Reverse Stock Split.

impact of events beyond our control

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clinical trial expenses, negatively impacting our results of operations.

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

such as those described above.

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

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

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

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

Company’s financial results for the years ended December 31, 2024 and 2023 were not significantly impacted by factors beyond our

control, such as those described above.

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

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

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

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

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

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

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

and the assessment of the impairment of long-lived assets, including goodwill, intangible assets, and other long-lived assets.

and geographic information

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company views

its operations and manages its business in one operating and reporting segment.

The Company adopted Accounting Standard Update (“ASU”)

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024.

This ASU requires

disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an

amount for other segment items with description of composition, and disclosure of the title and position of the CODM.

Operating segments are defined as components of an

enterprise about which separate discrete information is available for evaluation by the chief operating decisionmaker (“CODM”),

or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers its chief executive

officer to be the Company’s CODM.

The CODM manages its operations and allocates resources based on the Company’s consolidated

results and therefore operates as one segment.

Segment revenue, profit or loss, significant segment

expenses and other segment items - The accounting policies of the Company’s single operating and reportable segment are the same

as those described in this Summary of Significant Accounting Policies.

The Company’s method for measuring segment profitability

includes net income(loss), which the CODM uses to assess performance and make decisions for resource allocation, consistent with the measurement

principals for net income (loss) as reported on the Company’s consolidated statement of operations.

The significant expenses regularly

reviewed by the CODM are consistent with those reported on the Company’s consolidated statement of operations, and expenses are

not regularly reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

The measure of segment assets is reported.

The adoption of these disclosure requirements did not have a material impact

on its consolidated financial statements and related disclosures.

cash equivalents and restricted cash

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improvements and equipment

improvements and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation on equipment is computed using

the straight-line method over the estimated useful lives of the assets, which range from three to ten years .

Capitalized costs associated

with leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining

term of the lease.

improvements and equipment are stated at cost less accumulated depreciation and amortization , and impairment.

Depreciation on

equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three 3 to ten

years , except for certain equipment that has been reduced to salvage value in

connection with the Company’s impairment analysis and is no longer being depreciated, see Note 12 – Impairment Charges.

Capitalized costs associated with

leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the

remaining term of the lease.

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

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the goodwill may be impaired.

GAAP provides that the Company has the option to perform a qualitative assessment to determine whether

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

If the Company determines this is

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

recognized, if any.

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

Historically, the Company has conducted its business

in a single operating segment and reporting unit.

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

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

As part of the quantitative

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

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

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

was determined that its goodwill was not impaired.

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

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

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

Based on the results of the Company’s

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

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

goodwill impairment test is performed at the reporting unit level.

The fair value of the Company’s reporting unit is

determined using an income approach, which involves the use of estimates and assumptions, including

projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data

of comparable public companies.

The Company estimates and compares the fair value of its reporting unit to its carrying value

including goodwill.

If the fair value is less than the carrying value, an impairment expense is recorded for the difference between

those values and limited to the total carrying amount of goodwill.

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

in a business combination that have not reached technological feasibility or that lack regulatory approval at the time of acquisition.

These IPR&D assets are reviewed for impairment annually, or sooner if events or changes in circumstances indicate that the carrying

amount of the asset may not be recoverable, and upon establishment of technological feasibility or regulatory approval.

An impairment

loss, if any, is calculated by comparing the fair value of the asset to its carrying value.

If the asset’s carrying value exceeds

its fair value, an impairment loss is recorded for the difference and its carrying value is reduced accordingly.

Similar to the impairment

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

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

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

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

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

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

amount of the asset may not be recoverable.

assessment of the Company’s indefinite lived intangible asset involves comparing the fair value of the asset, determined using

the income approach which is based on discounted cash flow techniques, to the carrying value of the asset.

The fair value determination

is based on the concept of evaluating the highest and best use of the asset (group) in the hands of a market participant and considers

the current use and any other use that is financially feasible, justifiable, and reasonably probable.

If the fair value is less than

the carrying value, an impairment expense is recorded for the difference between those values.

During the fourth quarter of 2024, the

Company identified impairment indicators for its goodwill and other intangible assets, primarily due to the terminated partnership negotiations

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

The Company completed the required

quantitative impairment test which resulted in recognizing a full non-cash impairment

charge equal to the carrying amount of goodwill and a partial impairment charge related to IPR&D.

See Notes 7 - Goodwill and Other

Intangible Assets and 12 – Impairment Charges.

The Company did not record impairment charges related to goodwill or IPR&D

during the year ended December 31, 2023.

Long-lived assets

Company reviews leasehold improvements and equipment, operating lease right-of-use assets and other long-lived asset for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be recoverable.

Recoverability is measured by comparing

its carrying amount with the future net undiscounted cash flows the assets expected to generate.

If such assets are considered to be

impaired, the impairment is measured as the difference between the carrying amount of the assets and the Level 3 fair value of assts

using the present value of the future net cash flows generated by the respective long-lived assets.

fair value requires the use of estimates and assumptions.

Such estimates and assumptions include revenue growth rates, estimated cost

structure and operating expense, weighted average costs of capital, and future market conditions, among others.

Following a triggering event in the four quarter of 2024, the

Company completed an impairment test for long-lived assets, which resulted in non-cash

impairment charges.

See Note 12 – Impairment Charges.

The Company did no t record an impairment charge related to its long-lived

assets during the year ended December 31, 2023.

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

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affecting the pattern and classification of expense recognition in the income statement.

Lessor accounting under the new standard is

substantially unchanged.

Additional qualitative and quantitative disclosures are also required.

For a complete disclosure of the Company’s

leases, see Note 8 – Leases.

ROU assets are evaluated for impairment as a

long-lived asset.

Lessor accounting under the new standard is substantially unchanged.

Additional qualitative and quantitative disclosures

are also required.

For a complete disclosure of the Company’s leases, see Note 8 – Leases.

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

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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.

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 years ended December 31, 2024 and 2023, diluted earnings per common share is the same as basic earnings per common share because,

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

The reconciliation of the diluted shares as of December 31,

The reconciliation of the anti-dilutive shares as of December 31,

2024 and 2023 are as follows:

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

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

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

For a complete disclosure

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

Development Agreements.

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

(“Genentech”).

This feasibility study involves the development of oral formulations using the Company’s LNC Platform, which enables the development

of a wide range of difficult-to-deliver molecules.

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

molecules, or approximately $ 33 per molecule, which will be recognized upon the Company fulfilling its obligations for each molecule

under the Agreement.

The Agreement has a single performance obligation that is recognized over time as the services are performed.

are no contract assets associated with this Agreement.

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

31, 2023 and 2022, respectively.

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

Company did not record any revenue for the year ended December 31, 2024.

For the year ended December 31, 2023, the Company’s revenues

primarily consist of contract research revenue from the BioNTech Agreement to evaluate the combination of mRNA formats utilizing the

Company’s proprietary LNC Platform.

For a complete disclosure of the Company’s Revenue Recognition, see Note 9 – Revenue

Recognition, Collaboration Agreements, and Other Research and Development Agreements.

Collaboration

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and $ 88 , respectively, of reimbursed research and development costs associated with the CFF Agreement.

For a complete disclosure of

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

For a complete disclosure of the

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

and development expenses

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accounting pronouncements

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

2023-07, Segment Reporting (Topic 280):

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

This ASU requires disclosure of significant segment expenses that

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

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

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

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

Early adoption is permitted and this ASU should be

applied retrospectively to each period presented in the financial statements.

Since the Company views its operations and manages its

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

financial statements and related disclosures.

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

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

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

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

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

Additionally, the ASU requires all entities

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

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

ASU 2023-09 is effective for annual periods beginning

after December 31, 2024.

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

permitted in the financial statements.

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

statements and related disclosures.

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

Improvements to Income Tax Disclosures (“ASU 2023-09”),

which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures.

ASU 2023-09 requires

consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated

by jurisdiction.

The updated standard is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted and

the update may be applied on a prospective basis with retrospective application permitted.

The Company is currently evaluating the impact

of this standard on the Company’s Consolidated Financial Statements.

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

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the total of the amounts in the Consolidated Statements of Cash Flows as of December 31, 2024, December 31, 2023 and December 31, 2022:

Schedule of Cash, Cash Equivalents and Restricted Cash

of Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

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For the years ended December 31,

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

As of December 31, 2023 and 2022, the

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

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

2024 and 2023, the Company recorded unrealized gains of $ 221 and $ 603 , respectively.

As of December 31, 2024 and 2023, the Company had

net accumulated unrealized losses of $ 0 and $ 221 , respectively.

Company did not own any marketable debt securities at December 31, 2024.

The following tables summarize the Company’s marketable

debt securities at December 31, 2023:

of Marketable Debt Securities

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Total marketable debt securities

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

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

Amortized Cost

Unrealized (Loss)

Treasury Bonds

Government Notes

Corporate Debt Securities

Total marketable debt securities

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

Schedule of Maturities of Debt Securities Available-for-sale

Due within one year

Due after one year through five years

debt securities classified as available-for-sale matured within one year of December 31, 2023.

Company determined that the unrealized (losses) and gains are temporary as of December 31, 2024 and 2023.

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summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows:

Company did not own any marketable debt securities at December 31, 2024.

The following tables summarize the Company’s marketable

debt securities measured on a recurring basis at December 31, 2023:

Schedule of Fair Value Measurement of Assets and Liabilities

Fair Value Hierarchy

December 31, 2023

Marketable Debt Securities:

Treasury Bonds

Government Notes

Fair Value Hierarchy

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Government Notes

Corporate Debt Securities

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

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

Values Measured on a Non-recurring Basis

Company’s non-financial assets, such as property, plant and equipment, and intangible assets, including goodwill and IPR&D, are recorded at fair value upon

acquisition and are remeasured only if an impairment charge is recognized.

The Company remeasured the fair value of its long-lived

assets upon the occurrence of triggering events in the fourth quarter of 2024.

For the year ended December 31, 2023, the Company did

not incur a triggering event and did not have any assets or liabilities measured at fair value on a non-recurring basis.

- Impairment Charges for more information on the impairment losses recorded during the year ended December 31, 2024 for assets

measured on a non-recurring basis.

6 – Leasehold Improvements and Equipment

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31, 2023, the Company recorded an asset write-off of $ 60 , including $ 59 of related accumulated depreciation.

During the year ended December

31, 2022, the Company recorded an asset write-off of $ 7 , including $ 5 of related accumulated depreciation.

of Long-Lived Assets

the fourth quarter of 2024, the Company recorded in its consolidated statement of operations and comprehensive loss a $ 1,090 charge for

an impairment loss associated with its leasehold improvements and equipment.

The Company did no t record an impairment charge during the

year ended December 31, 2023.

7 – Goodwill and Other Intangible Assets

following table provides the gross and net carrying value of goodwill as follows:

Balance at December 31, 2023

Impairment of goodwill

Balance at December 31, 2024

Company completed its annual impairment test for goodwill during the fourth quarter of 2024, which resulted in full impairment of the

Company’s $ 1,336 of

The goodwill impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated

statements of operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record a Goodwill impairment

charge during the year ended December 31, 2023.

The following table provides the gross

and net carrying value of IPR&D as follows:

Schedule of In Process Research and Development

Balance at December 31, 2023

Impairment of IPR&D

Balance at December 31, 2024

The Company completed its impairment

test for IPR&D during the fourth quarter of 2024, which resulted in partial impairment of the Company’s $ 757 of IPR&D.

The IPR&D impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated

statements of operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record an IPR&D impairment

charge during the year ended December 31, 2023.

8 – Accrued Expenses and Other Liabilities

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As of December 31,

Payroll and incentives

General and administrative expenses

Research and development expenses

Deferred revenue *

Other deferred liabilities **

December 31, 2022, the balance included $ 688 related to an exclusive research collaboration with BioNTech SE (the “BioNTech

Agreement”) and $ 33 is related to a feasibility study agreement with Genentech, Inc.

(the “Genentech Agreement”).

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

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

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

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

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the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and is currently $ 200 at December

Company incurred lease expense for its operating leases of $ 902 and $ 872 for the years ended December 31, 2023 and 2022.

Company incurred lease expense for its operating leases of $ 902 for the years ended December 31, 2024 and 2023, respectively.

incurred amortization expense on its operating lease right-of-use assets of $ 602 and $ 548 for the years ended December 31, 2024 and 2023,

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Weighted average discount rate

of right-of-use assets

the fourth quarter of 2024, the Company determined that the net book value of Bridgewater facility lease right-of-use asset might

not be recoverable, primarily due to the terminated partnership negotiations for the future development and commercialization of

MAT2203 and subsequent cost-cutting measures.

The Company conducted a recoverability test by comparing the projected undiscounted

future cash flows associated with the right-of-use asset to its carrying amount and concluded that an impairment charge must be

The charge was subsequently determined based on the excess of the carrying amount of the asset over its estimated fair

The Company recorded impairment charges related to its Bridgewater facility lease right-of-use asset of $ 782 ,

and a related finance lease of right-of-use asset of $ 8 .

The lease impairment charges were included in the impairment charges of other assets line in the consolidated statement of

operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record an impairment charge during the

year ended December 31, 2023.

10 – Revenue Recognition, Collaboration Agreements, and Other Research and Development Agreements

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

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

2022, respectively.

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

to research and development expenses related to the CFF award.

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

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

resources on other initiatives.

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

obligations to CFF.

payment, and a related deferred liability balance of $ 88 is included in accrued expenses at December 31, 2022.

During the year ended

December 31, 2023, the Company recognized $ 88 , as credits to research and development expenses related to the CFF award.

During the fourth

quarter of 2022, for financial and technical reasons, the Company determined that it was not commercially reasonable to continue the

development of MAT2501 and instead elected to focus existing resources on other initiatives.

As a result, the Company does not anticipate

receiving the balance of the commitment and has no further obligations to CFF.

Feasibility Study Agreement

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

Company’s LNC Platform.

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

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

obligations for each molecule under the Genentech Agreement.

The Company recorded the upfront consideration as deferred revenue,

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

As of December 31, 2022, the Company completed its

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

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

its obligations related to the remaining molecule.

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

LNC Platform.

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

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

Genentech Agreement.

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

consolidated balance sheets.

As of December 31, 2022, the Company completed its obligations related to the first and second of the three

During the year ended December 31, 2023, the Company completed its obligations related to the remaining molecule.

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

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our ordinary course of business.

12 – Impairment Charges

Company reviews property, plant and equipment and other long-lived assets, including leasehold improvements, for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment.”

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

terminated partnership negotiations for the future development & commercialization of MAT2203 and subsequent cost-cutting

accordance with ASC 360-10, long-lived assets that are held and used are tested for impairment at the asset group level, which represents

the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company has historically determined that its long-lived assets are sufficiently interdependent to constitute one asset group

and performed impairment testing at the reporting unit level.

However, the workforce reduction implemented in October 2024 and related

pause of product development activities indicates a change in the interdependency of the Company’s cash flows.

The Company’s

long-lived assets will now be evaluated as three asset groups:

an asset group including all long-lived assets associated with

the development of MAT2203 and not otherwise included in the following two asset groups;

asset group including the ROU asset associated with the Bridgewater facility lease, including the related leasehold improvements;

asset group including machinery & equipment located at the Bridgewater facility.

360-10-35 provides that impairment testing for specific assets should be performed in the following order:

other assets (e.g., accounts receivable, inventory) under applicable guidance and indefinite-lived intangible assets (other than

goodwill) under ASC 350-30

long-lived assets (asset group) under ASC 360-10

goodwill of a reporting unit that includes the aforementioned assets under ASC 350-20

Indefinite-lived

intangible assets

The Company’s indefinite-lived intangible assets

are comprised of in-process research and development (“IPR&D”).

For the years ended December 31, 2024 and 2023, the Company

assessed IPR&D impairment by performing a quantitative analysis for which involved comparing the fair value of the asset, determined

using an income approach which is based on discounted cash flow techniques, to the carrying value of the asset.

During the fourth quarter of 2024, the Company identified impairment indicators

for its IPR&D and recorded an impairment charge of $ 757 , which represented the excess of the carrying value of the asset over the

calculated fair value.

The impairment charge has been included in the Company’s Consolidated Statement of Operations and Comprehensive

Loss for the year ended December 31, 2024.

The Company did not record an impairment charge of IPR&D during the year ended December

the year ended December 31, 2024 and 2023, the Company assessed goodwill impairment by performing a quantitative analysis for its reporting

As part of the quantitative review, the Company considered whether its fair value, determined as the price a market participant

would be willing to pay in a potential acquisition of the Company, exceeds its carrying value, including goodwill.

the fourth quarter of 2024, the Company identified impairment indicators for its goodwill and recorded an impairment charge of

which represented the carrying value of goodwill.

The impairment charge has been included in the impairment charges of goodwill line

item in the Company’s Consolidates Statement of Operations and Comprehensive Loss for the year ended December 31, 2024.

The Company did no t

record an impairment charge of goodwill during the year ended December 31, 2023.

recoverability test for the Company’s long-lived assets was performed by comparing the carrying amount of each asset group to

its estimated future undiscounted pre-tax cash flows over the remaining useful life of the primary long-lived asset within each

As a result of this analysis, the Company concluded that the carrying value of the asset group including the ROU asset

associated with the Bridgewater facility lease and related leasehold improvements, and the asset group including machinery &

equipment located at the Bridgewater facility, were not fully recoverable.

The Company determined the fair value of the asset group

which includes the ROU asset associated with the Bridgewater facility lease and related leasehold improvements using the discounted

cash flow method, considering cash flows associated with a potential sublease of the facility.

Significant assumptions used include estimated sublease payments, a period

of vacancy before the sublease begins and expenses incurred to facilitate the sublease.

The Company determined the fair value

of the asset group which includes machinery & equipment at the Bridgewater facility by considering its potential salvage value, determined by estimating a salvage rate of proceeds which could be realized

in the sale of equipment to a third party.

These analyses led to the recognition of impairment charges totaling $ 2,338 .

The impairment charges have been included in the Impairment charges of other assets line item in the Company’s Consolidated

Statement of Operations and Comprehensive Loss for the year ended December 31, 2024.

The Company did not record an impairment charge

of other assets during the year ended December 31, 2023.

following table provides the total amount of impairment charges of other assets as follows:

Schedule of Impairment Charges of Other Assets

Leasehold improvement and equipment (including amounts recorded within prepaid expenses)

Operating and finance leases right of use assets

Impairment charges of other assets at December 31, 2024

Impairment charges of other assets

13 – Income Taxes

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components of the income tax provision are as follows:

of Income Tax Provision

Schedule of Income Tax Provision

Year Ended December 31,

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tax rate is as follows:

of Effective Income Tax Rate Reconciliation

Schedule of Effective Income Tax Rate Reconciliation

Year Ended December 31,

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Valuation Allowance

Discrete Items

Effective income tax

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

The $ 80 income tax benefit recognized during the year ended December 31, 2024, primarily relates to a reduction in the deferred tax liability

associated with the Company’s IPR&D, which was impaired during the year.

components of the Company’s deferred tax assets (liabilities) for 2024 and 2023 consist of the following:

of Deferred Tax Assets and Liabilities

Schedule of Deferred Tax Assets and Liabilities

Year Ended December 31,

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Net deferred tax asset (liability)

March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law making several changes to the Internal

Revenue Code.

The changes include but are not limited to:

increasing the limitation on the amount of deductible interest expense, allowing

companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations

can use to offset taxable income.

The tax law changes in the Act did not have a material impact on the Company’s income tax provision.

assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible, and

is impacted by the Company’s ability to carryforward losses to years in which the Company has taxable income.

Due to the Company’s

history of losses and lack of other positive evidence to support taxable income, the Company has recorded a valuation allowance against

those deferred tax assets that are not expected to be realized.

The valuation allowances were $ 40,815 , $ 34,388 and $ 31,023 as of December

31, 2023, 2022 and 2021, respectively, representing increases of $ 6,427 and $ 3,365 for the years ending December 31, 2023 and 2022, respectively.

assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the

generation of taxable income during the periods in which the temporary differences representing net future deductible amounts become

deductible, and is impacted by the Company’s ability to carryforward losses to years in which the Company has taxable income.

Due to the Company’s history of losses and lack of other positive evidence to support taxable income, the Company has recorded

a valuation allowance against those deferred tax assets that are not expected to be realized.

The valuation allowances were $ 46,248 ,

as of December 31, 2024, 2023 and 2022, respectively, representing increases of $ 5,433

for the years ending December 31, 2024 and 2023, respectively.

of December 31, 2024, the Company had Federal net operating loss carryforwards of $ 38,080 which will begin to expire in 2032.

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of net operating losses (NOLs) & tax credits

Company recognized $ 484 and $ 3,491 for the years ended December 31, 2023 and 2022, respectively, in connection with the sale of certain

State of New Jersey Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits to a third

party under the New Jersey Technology Business Tax Certificate Transfer Program.

In addition, the Tax Cuts and Jobs Act, signed into

law on December 22, 2017 imposes significant additional limitations on the deductibility of interest and limits NOL deductions to 80%

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

Company recognized $ 0 and $ 484 for the years ended December 31, 2024 and 2023, respectively, in connection with the sale of certain State

of New Jersey Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits to a third party

under the New Jersey Technology Business Tax Certificate Transfer Program.

In addition, the Tax Cuts and Jobs Act, signed into law on

December 22, 2017 imposes significant additional limitations on the deductibility of interest and limits NOL deductions to 80% of net

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

14 – Stockholders’ Equity

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, including the issuance of an additional 70,661 shares to those stockholders that would otherwise would have been

entitled to a fractional share of common stock as a result of the Reverse Stock Split.

2024 Purchase Agreement

the year ended December 31, 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.

The Company generated gross proceeds of $ 10,000 and

net proceeds of $ 9,125 , after deducting underwriting discounts and commissions and other offering expenses.

At-The-Market

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BTIG may terminate the Sales Agreement in certain limited circumstances.

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

At December 31, 2023, the Sales Agreement’s

available capacity was $ 44,247 .

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

as partial consideration pursuant to the Second Amended and Restated Exclusive License Agreement between the Company and Rutgers.

agreement provides for (1) royalties on a tiered basis between low single digits and the mid-single digits of net sales of products using

such licensed technology, (2) a one-time sales milestone fee of $100,000 when and if sales of products using the licensed technology

reach the specified sales threshold and (3) an annual license fee of $50,000 over the term of the license agreement.

There was also a

reduction in the consideration paid to Rutgers in the event of a sublicense to a third party of the exclusive patent rights granted pursuant

to the Agreement.

The Company recorded a $ 291 research and development expense related to the issuance of the 400,000 shares based on

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

the year ended December 31, 2024, the Company sold 4,366 shares of its common stock generating net proceeds of $ 54 .

The Company did no t

sell any shares of its common stock during the year ended December 31, 2023.

At December 31, 2024, the Sales Agreement’s available

capacity was $ 44,191 .

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

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

A summary of warrants outstanding

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

of December 31, 2024, the Company had outstanding warrants to purchase 666,667 shares of common stock at an exercise price of $ 17.50

warrants are exercisable six months after issuance date, April 5, 2024, and have a five-and-a-half year term.

Once exercisable, the

warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the

No fractional shares will be issued upon the exercise of the Warrants.

The exercise price and the number of warrant shares

purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of certain events, which may include

stock dividends, stock splits, combination and reclassifications of the Company capital stock or other similar changes to the equity

structure of the Company.

The warrants do not have a redemption feature.

They may be exercised on a cashless basis at the

holder’s option and are classified as equity instruments.

The warrants to purchase shares of common stock were valued on the

date of issuance using the Black-Scholes option pricing model with the following assumptions:

Schedule of Fair Value Measurement Inputs and Valuation Techniques

Expected volatility

Risk-free interest rate

Stock price on date of grant

Exercise price

Dividend yield

Expected term

0.5 to 5.5 years

summary of warrants outstanding as of December 31, 2024 and 2023 were as follows:

Schedule of Shareholder Equity Warrants Outstanding

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31, 2024 and 2023:

Schedule of Components of Accumulated Other Comprehensive (Loss) Income

of Components of Accumulated Other Comprehensive Income (Loss)

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

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Balance, December 31, 2022

Net unrealized loss on securities available-for-sale

Net unrealized gain on securities available-for-sale

Balance, December 31, 2023

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16 – Stock-based Compensation

Company’s Amended and Restated 2013 Equity Compensation Plan (the “Plan”) provides for the granting of incentive stock

options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights to eligible employees, officers,

non-employee directors and other individual service providers.

Options under the Plan may be granted at prices not less than 100% of

the fair value of the shares on the date of grant as determined by the Compensation Committee of the Board of Directors.

The Compensation

Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with

the current outstanding options generally vesting over three or four years.

The term of the options is no longer than ten years .

December 31, 2023, the Company had 54,293,819 shares of common stock authorized for issuance under the Plan.

the approval of the Board of Directors and a majority of shareholders, effective May 8, 2014, the Plan was amended and restated.

amendment provides for an automatic increase in the number of shares of common stock available for issuance under the Plan each January

(with Board approval), commencing January 1, 2015 in an amount up to four percent ( 4 %) of the total number of shares of common stock

outstanding on the preceding December 31st.

Company’s Amended and Restated 2013 Equity Compensation Plan (the “Plan”), which expired on May 7, 2024, provided for

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 years ended December 31, 2024 and 2023.

The term of the Plan was for 10

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

of December 31, 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.

Company recognized stock-based compensation expense (options and restricted share grants) in the following expense categories of its

consolidated statements of operations as follows:

of Recognized Stock-Based Compensation

Schedule of Recognized Stock-Based Compensation

Year Ended December 31,

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General and Administrative

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

Schedule of Equity Compensation Plan by Arrangements

Awards Reserved for Issuance

Awards Issued & Exercised

Awards Available for Grant

2013 Equity Compensation Plan (in thousands)

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

both stock grants and option grants

following table summarizes the Company’ stock option activity and related information for the period from January 1, 2023 to December

31, 2023 (options in thousands):

of Stock Option Activity

Schedule of Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Contractual Term in Years

Weighted Average

Contractual Term

Outstanding at January 1, 2023

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Outstanding at December 31, 2024

following table summarizes outstanding options at December 31, 2023, by their exercise price (options in thousands):

of Outstanding Options

following table summarizes outstanding options at December 31, 2024, by their exercise price:

Summary of Outstanding Options

Range of Exercise Prices

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$ 68.00 - $ 166.00

of December 31, 2023, the number of vested shares underlying outstanding options was 24,507,007 at a weighted average exercise price

The aggregate intrinsic value of in-the-money options outstanding as of December 31, 2023 was $ 22 .

The aggregate intrinsic

value is calculated as the difference between the Company’s closing stock price of $ 0.22 on December 31, 2023, and the exercise

price of options, multiplied by the number of options.

As of December 31, 2023, there was $ 7,836 of total unrecognized share-based compensation.

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

of December 31, 2024, the number of vested shares underlying outstanding options was 578,707

at a weighted average exercise price of $ 46.70 .

None of these outstanding options were in-the-money as of December 31, 2024, therefore they had no intrinsic value.

As of December

31, 2024, there was $ 1,674

of total unrecognized share-based compensation.

Such costs are expected to be recognized over a weighted average period of

approximately 2.1

outstanding options expire ten years from date of grant.

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

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

No awards were granted under the Plan during the year ended December 31, 2024.

The following weighted-average assumptions

were used to calculate share-based compensation for awards granted under the Plan during the year ended December 31, 2023:

Schedule of Compensation Expense for Stock Options

For the Year Ended December 31,

91.2 % - 120.5 %

92.1 % - 98.7 %

Risk-free interest rate

5 unchanged sentences

Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB)

107 to estimated the expected term of share option grants.

107 to estimate the expected term of share option grants.

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

17 – Subsequent Events

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

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

an aggregate of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Preferred

Stock”), initially convertible into up to 5,631,404 shares of the Company’s 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.

Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

to the Purchase Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the

“Initial Closing”), 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 to the Company of $ 1.65

On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the

Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including

Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second

Closing”), 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 to the Company of $ 1.65

Under the terms of the Securities Purchase Agreement, the Company is 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures