What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-13 · 275 added, 291 removed, 9 unchanged (98% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read together with our financial statements

and the related notes and the other financial information included elsewhere in this Quarterly Report on Form 10-Q.

This discussion contains

forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in

these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report

on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2023 and in other reports we file with the Securities

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

per share data, or otherwise indicated.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,

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

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

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

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

All statements other than statements of

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

You can identify these forward-looking statements through our

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

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

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

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

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

statement made by us.

These factors include, but are not limited to:

our possible retention of an advisor to assist with a potential transaction

involving MAT2203 and the evaluation of other alternatives including but not limited to winddown and dissolution of the Company;

our reduction by 80% of our workforce and the cessation of all product

development activities;

ability to raise additional capital to fund our operations and to develop our product candidates;

anticipated timing for preclinical development, regulatory submissions, commencement and completion of clinical trials and product

history of operating losses in each year since inception and the expectation that we will continue to incur operating losses for

the foreseeable future;

dependence on product candidates which are still in an early development stage;

reliance on our proprietary lipid nanocrystal (LNC) platform delivery technology, and certain related patents which are exclusively

licensed to us by Rutgers University;

ability to manufacture GMP batches of our product candidates which are required for preclinical and clinical trials and, subsequently,

if regulatory approval is obtained for any of our products, our ability to manufacture commercial quantities;

ability to complete required clinical trials for our lead product candidate and other product candidates and obtain approval from

the FDA or other regulatory agents in different jurisdictions;

dependence on third parties, including third parties to manufacture our intermediates and final product formulations and third-party

contract research organizations to conduct our clinical trials;

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

ability to retain and recruit key personnel;

ability to internally develop new inventions and intellectual property;

interpretations

of current laws and the passages of future laws;

lack of a sales and marketing organization and our ability to commercialize products, if we obtain regulatory approval, whether alone

or through potential future collaborators;

ability to successfully commercialize, and our expectations regarding future therapeutic and commercial potential with respect to,

our product candidates;

accuracy of our estimates regarding expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to

obtain additional financing;

and projections relating to our competitors or our industry;

factors listed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023,

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

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

You are cautioned not to place undue

reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by

reference into this report.

We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-

looking statements, whether as a result of new information, future events or otherwise.

We have expressed our expectations, beliefs and

projections in good faith, and we believe they have a reasonable basis.

However, we cannot assure you that our expectations, beliefs

or projections will result or be achieved or accomplished.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial

condition and results of operations should be read together with our financial statements and the related notes and the other financial

information included elsewhere in this Quarterly Report on Form 10-Q.

This discussion contains forward-looking statements that involve

risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result

of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form

10-K for the year ended December 31, 2024 and in other reports we file with the Securities and Exchange Commission, particularly those

under “Risk Factors.” Dollars in tabular format are presented in thousands, except per share data, or as otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking

statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the

Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements

include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions

and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which

may cause our actual results, performance or achievements to be materially different from future results, performance or achievements

expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could

be forward-looking statements.

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

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

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

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

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

There are a number of important factors that could

cause the actual results to differ materially from those expressed in any forward-looking statement made by us.

These factors include,

but are not limited to:

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

our ability to raise capital when needed;

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

the factors listed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, elsewhere in this report and other reports that we file with the Securities and Exchange Commission.

All forward-looking statements are expressly qualified

in their entirety by this cautionary notice.

You are cautioned not to place undue reliance on any forward-looking statements, which speak

only as of the date of this report or the date of the document incorporated by reference into this report.

We have no obligation, and

expressly disclaim any obligation, to update, revise or correct any of the forward- looking statements, whether as a result of new information,

future events or otherwise.

We have expressed our expectations, beliefs and projections in good faith, and we believe they have a reasonable

However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

We are a clinical-stage biopharmaceutical company

In October 2024, we

announced that negotiations under a previously disclosed non-binding term sheet regarding global rights to our MAT2203 (oral amphotericin

B) product candidate have been terminated following notification from the prospective partner.

As a result, we implemented an 80% workforce

reduction and ceased all product development activities to conserve cash.

We may retain an advisor to assist us with a potential transaction

involving MAT2203, and will evaluate other alternatives including but not limited to winddown and dissolution of the company.

ceasing product development activities, we were focused on delivering groundbreaking therapies using our lipid nanocrystal (LNC) platform

delivery technology (LNC Platform) and sought to develop an internal pipeline of products utilizing the LNC Platform to successfully encapsulate

small molecules and small oligonucleotides and facilitate targeted and extrahepatic delivery to desired cell tissues without toxicity.

elements of our strategy included:

MAT2203 into the ORALTO trial for the treatment of invasive aspergillosis in patients with limited treatment options by securing

a development and/or commercial partner.

This initial indication is designed to be a gateway indication to establish the pharmacodynamic

bridge necessary to expand the use of MAT2203 into other indications to treat deadly invasive fungal infections (e.g., mucormycosis,

candidiasis and the endemic mycoses) through limited additional clinical work under a 505(b)(2) pathway, thereby making MAT2203 a

pipeline in a product.

the utilization of our LNC Platform with other small molecules and small oligonucleotides into inflammation and oncology in order

to develop an internal pipeline of differentiated drug candidates.

Oral, extrahepatic and non-toxic intracellular delivery of these

molecules would represent a significant advancement.

an external pipeline of collaborations focused on our LNC Platform with leading pharmaceutical companies to provide delivery solutions

for their complex small molecules and small oligonucleotides, including ASOs and siRNAs.

the nine month periods ended September 30, 2024 and 2023, our net loss was $15,818 and $17,628, respectively.

We have incurred losses

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

We do not believe the cash, 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.

We seek to fund our operations through public or private equity offerings, debt financing, government

or other third-party funding, collaborations and licensing arrangements.

These financing alternatives may not be available to us on acceptable

terms, or at all.

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

Operations Overview

the three and nine months ended September 30, 2024, we did not generate any revenue.

During the three and nine months ended September

30, 2023, we generated $0 and $1,096, respectively, in contract research revenue resulting from the research collaborations with BioNTech

SE and Genentech Inc.

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

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

and Development Expenses

and development expenses consist of costs incurred for the development of product candidate MAT2203 and advancement of our LNC platform

delivery technology, which include:

cost of conducting pre-clinical work;

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

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

and regulatory operations;

incurred under agreements with contract research organizations, or CROs, including the National Institutes of Health (NIH), that

conduct our pre-clinical or clinical trials;

employee-related

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

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

and nine months ended September 30, 2024 and 2023.

Our direct research and development expenses consist principally of external costs,

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

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

protocol development and overseeing outside vendors.

Included in “Internal staffing, overhead and other” below is the cost

of laboratory space, supplies, research and development (R&D) employee costs (including stock-based compensation), travel and medical

Three months ended

September 30,

Nine months ended

September 30,

Direct research and development expenses:

Manufacturing process development

Preclinical trials

Clinical development

Internal staffing, overhead and other

Total research and development

and development activities are central to our business model.

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

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

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

However, we anticipate that our research and

development expenses during 2024 will be lower compared with expenses incurred during 2023 until such time as we are able to secure additional

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

and Administrative Expenses

and administrative expense for the three and nine months ended September 30, 2024 were $2,142 and $7,067, respectively, and the three

and nine months ended September 30, 2023 were $2,839 and $8,151, respectively.

General and administrative expenses consist principally

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

focused on delivering groundbreaking therapies using our lipid nanocrystal (LNC) platform delivery technology (LNC Platform).

Key elements of our strategy now include:

Securing one or more partners to monetize the value of MAT2203 in the short term and raise additional non-dilutive capital through the licensing or sale of our lead LNC Platform product candidate.

A partnership would likely seek to advance MAT2203 into Phase 3 development as quickly as possible, which could position a partner to commercialize MAT2203 upon approval and which could bring additional longer-term value to the Company and its shareholders.

Conserving our cash resources while identifying and evaluating other strategic options for the Company, which could include the in-license of one or more assets or seeking a merger partner for the Company.

For the three month periods ended March 31, 2025 and

2024, our net loss was $1,656 and $5,824, respectively.

We have incurred losses for each period from our inception and expect to incur

additional losses for the foreseeable future.

We will seek to fund our operations through public or private equity offerings, debt financing,

government or other third-party funding, collaborations and licensing arrangements.

Adequate additional financing may not be available

to us on acceptable terms, or at all.

Our failure to raise capital as and when needed would impact our going concern and would have a

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

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

Financial Operations Overview

Research and Development Expenses

Research and development expenses consist of costs

incurred for the development of product candidate MAT2203 and advancement of our LNC platform, which include:

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

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

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

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

Research and development activities are central to

our business model.

We expect our research and development expenses to increase over time because product candidates in later stages of

clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the

increased size and duration of later-stage human trials.

However, we anticipate that our research and development expenses during 2025

will be lower compared with expenses incurred during 2024 until such time, if at all, as we are able to secure additional funding to support

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

General and Administrative Expenses

General and administrative expenses for the three

months ended March 31, 2025 and 2024 were $1,861 and $2,456, respectively.

General and administrative expenses consist principally of

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

Other general and administrative expenses include facility

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

We anticipate that our general and administrative expenses during 2024 will decrease slightly compared to expenses incurred during 2023.

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

August 30, 2024, we effected a 1-for-50 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, each of our stockholders received one share of our common stock for every 50 shares such stockholder

held immediately prior to the effective time of the Reverse Stock Split.

Unless otherwise noted, all shares of common stock, common stock

per share data and shares of common stock underlying stock-based awards and warrants convertible into shares of common stock included

in these condensed consolidated financial statements, including the exercise or conversion price of such equity instruments, as applicable,

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

of Critical Accounting Policies and Accounting Estimates

critical accounting policy is one that is both important to the portrayal of our financial condition and results of operation and requires

management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect

of matters that are inherently uncertain.

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

in our 2023 Form 10-K.

Of these policies, the following are considered critical to an understanding of our Unaudited Condensed Consolidated

Financial Statements as they require the application of the most difficult, subjective and complex judgments:

(i) Research and development

costs, and (ii) Goodwill and other intangible assets.

Accounting Pronouncements

to “Note 3 – Summary of Significant Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial

Statements for a discussion of recently adopted accounting pronouncements and their expected impact on our financial positions and results

of operations.

Operating Trends

In October 2024, we announced implementation of an 80% workforce reduction

(the “October RIF”) and ceased all product development activities to conserve cash.

We may retain an advisor to assist us

with a potential transaction involving MAT2203, and will evaluate other alternatives including but not limited to winddown and dissolution

of the company.

While this evaluation is ongoing, we expect our R&D expenses will be limited to costs associated with supporting the

Company’s MAT2203 Compassionate/Expanded Use Access Program and other costs necessary to maintain compliance with certain regulatory

requirements.

Prior to the October RIF, our R&D efforts had been focused on advancing

our lead LNC product candidate, MAT2203, through clinical development toward an initial indication for the treatment of CM and expanding

application of our LNC Platform through both internal efforts and collaborations with third parties.

Our R&D expenses consisted of

manufacturing work and the cost of active pharmaceutical ingredients and excipients used in such work, fees paid to consultants for work

related to clinical trial design and regulatory activities, fees paid to providers for conducting various clinical studies as well as

for the analysis of the results of such studies, and for other medical research addressing the potential efficacy and safety of our drugs.

We believe that significant investment in product development is a competitive necessity.

of Operations

of the three months ended September 30, 2024 to the three months ended September 30, 2023

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

Three Months Ended September 30,

Research and development

General and administrative

Operating Expenses

During the three months ended September 30, 2024 and 2023, we did not generate any revenue.

and Development expenses.

Research and Development (R&D) expense for the three months ended September 30, 2024 and 2023

was $2,239 and $3,295, respectively.

The decrease in R&D expense was primarily attributable to lower headcount related expenses,

and lower manufacturing and clinical trial expenses.

and Administrative expenses.

General and Administrative (G&A) expense for the three months ended September 30, 2024 and 2023

was $2,142 and $2,839, respectively.

The decrease in G&A expense was primarily attributable to lower consulting fees and lower headcount

related expenses.

of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

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

Nine Months Ended September 30,

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

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

Change in fair value of warrant liability

On February 13, 2025, the Company closed a private

placement investment with certain investors in which the investors received shares of Series C Preferred Stock and warrants to purchase

shares the Company’s common stock.

The warrants were classified as a liability upon issuance with the fair value estimated using

a Monte Carlo simulation model.

Future changes in fair value will be recognized in other (expense)/income, net at each reporting period

until the warrants are either exercised or expired.

A gain of $294 was recognized for the

three months ended March 31, 2025, representing the change in fair value of the warrant liability between the issuance date of February

13, 2025 and March 31, 2025.

Other (expense)/income, net

Other (expense)/income, net for the three months ended March 31, 2025 and 2024 were ($4) and $78, respectively.

Other (expense)/income, net decreased compared to

the prior period primarily due to recording issuance costs of $148 in connection with the Company’s private placement of Series

C Preferred Stock and warrants.

Application of Critical Accounting Policies and

Accounting Estimates

A critical accounting policy is one that is both important

to the portrayal of our financial condition and results of operations and requires management’s most difficult, subjective or complex

judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

For a description of our significant accounting policies,

refer to “Note 3 – Summary of Significant Accounting Policies ” in our 2024 Form 10-K.

Of these policies, the

following are considered critical to an understanding of our Unaudited Condensed Consolidated Financial Statements as they require the

application of the most difficult, subjective and complex judgments:

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

intangible assets, and (iii) Warrants.

We account for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging.

Warrants classified as equity are recorded at

fair value as of the date of issuance on our condensed consolidated balance sheets and no further adjustments to their valuation are made.

Warrants that require separate accounting as liabilities are recorded on our condensed consolidated balance sheets at their fair value

on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any

changes in the fair value between reporting periods recorded on the condensed consolidated statement of operations.

The assessment of

whether the warrants are accounted for as equity-classified or liability-classified instruments is re-evaluated on a periodic basis.

Recent Accounting Pronouncements

Refer to “Note 3 – Summary of Significant

Accounting Policies” in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recently adopted

accounting pronouncements and their expected impact on our financial positions and results of operations.

Current Operating Trends

Our current R&D efforts are focused on advancing

our lead LNC product candidate, MAT2203.

Our R&D expenses consist of fees paid to consultants for work related to clinical trial design

and regulatory activities, fees paid to providers for conducting various clinical studies as well as for the analysis of the results of

such studies, and for other medical research addressing the potential efficacy and safety of our drugs.

We believe that significant investment

in product development is a competitive necessity, and we are seeking a partner to assist us in continuing to make these investments to

be in a position to realize the potential of our product candidates and proprietary technologies.

We expect that most of our R&D expenses in the

near-term, if any, will be incurred in support of MAT2203 and positioning that drug for a partnership with a well-funded and experienced

third party biotech or pharmaceutical company.

Results of Operations

Comparison of the three months ended March 31,

2025 to the three months ended March 31, 2024

The following tables summarize our revenues and operating

expenses for the periods presented:

Three Months Ended March 31,

Research and development

1 unchanged sentence

Operating Expenses

During the nine month periods ended September 30, 2024 and 2023, we generated revenue of $0 and $1,096.

The amount earned during

the prior year consists of contract research revenue resulting from the research collaboration with BioNTech SE and Genentech Inc.

and Development expenses.

R&D expense for the nine month periods ended September 30, 2024 and 2023 was $9,057 and $10,824,

respectively.

The decrease in R&D expense was primarily attributable to lower stock based compensation expense, a decrease in other

payroll related costs due to decreased headcount and the decrease in manufacturing and clinical trial expenses.

and Administrative expenses.

G&A for the nine month periods ended September 30, 2024 and 2023 was $7,067 and $8,151, respectively.

The decrease in G&A expense was primarily attributable to lower stock based compensation expense, consulting fees and decreased insurance

and capital resources

have funded our operations since inception primarily through private placements and public offerings of our equity securities.

September 30, 2024, we have raised a total of $166,907 in gross proceeds and $153,445, net, from sales of our equity securities.

of September 30, 2024, we had unrestricted cash, cash equivalents and marketable debt securities totaling $10,795.

Research and Development expenses.

and Development (R&D) expense for the three months ended March 31, 2025 and 2024 were $85 and $3,446, respectively.

in R&D expenses were primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203

development program and in headcount costs resulting from our reduction in force.

General and Administrative expenses.

General and Administrative (G&A) expense for the three months ended March 31, 2025 and 2024 was $1,861 and $2,456, respectively.

decrease in G&A expenses were primarily attributable to lower stock based compensation expense and decreased headcount partially offset

by increased legal and consulting fees.

Liquidity and capital resources

Sources of Liquidity

We have funded our operations since inception primarily

through private placements of our preferred stock and our common stock and common stock warrants.

As of March 31, 2025, we have raised

a total of $168,557 in gross proceeds and $154,945, net, from sales of our equity securities.

As of March 31, 2025, we had cash and cash equivalents,

excluding restricted cash, totaling $6,924.

2025 Private Placement

On February 13, 2025, we entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which we

agreed to issue and sell, in a private placement (the “Offering”), an aggregate of 3,300 shares of our Series C Convertible

Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), initially convertible into up to 5,631,404 shares of

our common stock, par value $0.0001 per share (the “Common Stock”), with a stated value of $1,000 per share (the “Stated

Value”), and warrants (the “Warrants”) to purchase up to an aggregate of 200% of the shares of Common Stock into which

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

of Preferred Stock and accompanying Warrants.

The Purchase Agreement contains customary representations, warranties and agreements by

us and customary conditions to closing.

Pursuant to the Purchase Agreement, on February 13,

2025, we 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 of $1.65 million.

On April 4, 2025, we 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 of $1.65 million.

Under the terms of the Securities Purchase Agreement,

we are prohibited, subject to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed

issuance of any shares of common stock or common stock equivalents until November 2025.

2024 Registered Direct Offering

April 5, 2024, the Company closed a registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an

aggregate of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant.

Company generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,190, after deducting underwriting discounts

and commissions and other offering expenses.

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

Nine Months Ended September 30,

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 approximately

$10,000 and net proceeds of approximately $9,125, after deducting underwriting discounts and commissions and other offering expenses.

2020 At-The-Market Sales Agreement

On July 2, 2020, we entered into an At-The-Market

Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from

time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50

million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement.

BTIG will be paid a 3% commission on the gross proceeds from each sale.

We may terminate the Sales Agreement at any time;

BTIG may terminate

the Sales Agreement in certain limited circumstances.

The Company did not sell any shares under the sales agreement during the three months

ended March 31, 2025.

During the three months ended March 31, 2024, the Company sold 4 shares of its common stock generating net proceeds

As of March 31, 2025, the Sales Agreement’s available capacity is $44,191.

The following table sets forth the primary sources

and uses of cash, cash equivalents and restricted cash for each of the periods set forth below:

Three Months Ended March 31,

Cash used in operating activities

Cash provided by investing activities

Cash provided by/(used in) financing activities

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

cash used in operating activities was $12,375 and $10,699 for the nine month periods ended September 30, 2024 and 2023, respectively.

Net losses of $15,818 and $17,628 for the nine month periods ended September 30, 2024 and 2023, respectively, were partially offset by

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

stock based compensation expense.

cash provided by investing activities was $8,708 and $10,282 for the nine month periods ended September 30, 2024 and 2023, respectively.

The decrease of cash used in investing activities was primarily due to a $8,437 purchase of marketable securities offset by a $6,645

increase in maturities of marketable debt securities and a $218 decrease in the purchases of leasehold improvements and equipment.

cash provided by/(used in) financing activities was $9,175 and ($6) for the nine month periods ended September 30, 2024 and 2023, respectively.

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

in the registered direct offering, $9,125, and the net proceeds received from the sale of our common stock under the ATM with BTIG, LLC,

Requirements and Other Liquidity Matters

We expect to continue to incur administrative expenses and operating losses

as we seek a potential transaction involving MAT2203, and continue to evaluate other alternatives including but not limited to winddown

and dissolution of the company.

We anticipate that our expenses will increase substantially if we secure additional funding allowing us

to resume product development activities and:

further preclinical and clinical studies of MAT2203, our lead product candidate;

to discover and develop additional product candidates;

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

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

expand and protect our intellectual property portfolio;

additional clinical, quality control and scientific personnel;

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

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

do not expect that our existing cash, cash equivalents and marketable debt securities will be sufficient to fund our operating expenses

and capital expenditure requirements 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.

such time, if ever, that we can generate product revenues sufficient to achieve profitability, we would expect to finance our cash

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

collaborations, and licensing arrangements.

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

convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the

terms of these securities may include liquidation or other preferences that adversely affect your rights of our common stockholders.

Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve

agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt,

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

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

amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to oversee the

development of our product candidates.

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

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

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

If we are unable to raise additional funds through equity or debt financings

when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant

rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

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

chain disruptions, global trade disputes and/or political instability.

Increases in interest rates, especially if coupled with reduced

government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening

Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related costs and

clinical trial expenses, negatively impacting our results of operations.

Sheet Arrangements

did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules,

such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special

purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Cash provided by financing activities

Net decrease in cash and cash equivalents and restricted cash

Operating Activities

Net cash used in operating activities was $2,007 and

$5,769 for the three month periods ended March 31, 2025 and 2024, respectively.

Net losses of $1,656 and $5,824 for the three month periods

ended March 31, 2025 and 2024, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments

in the ordinary course of business, adjustments for non-cash stock based compensation expense and change in fair value of the warrant liability.

Investing Activities

Net cash provided by investing activities was $0 and

$2,000 for the three month periods ended March 31, 2025 and 2024, respectively.

The decrease of cash provided by investing activities

was due to a $2,000 decrease in maturities of marketable debt securities.

Financing Activities

Net cash provided by financing

activities was $1,647 and $53 for the three month periods ended March 31, 2025 and 2024, respectively.

The increase in cash provided

by financing activities is primarily due to the net proceeds from the sale of our preferred stock of $1,648 during the three months

ended March 31, 2025, compared to net proceeds from the sale of our common stock of $54 under the ATM with BTIG, LLC during the

three months ended March 31, 2024.

Funding Requirements and Other Liquidity Matters

We expect to continue to incur significant expenses

and increasing operating losses for the foreseeable future.

We anticipate that our expenses will increase substantially if and as we:

conduct further preclinical and clinical studies of MAT2203, our lead product candidate, even if such studies are primarily financed with non-dilutive funding from the NIH;

seek to discover and develop additional product candidates;

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

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

maintain, expand and protect our intellectual property portfolio;

hire additional clinical, quality control and scientific personnel;

add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts and personnel and infrastructure necessary to help us comply with our obligations as a public company.

We do not believe that our existing cash and cash

equivalents will be sufficient to fund our operating expenses and capital expenditures requirements beyond the next twelve months from

the filing date of this Quarterly Report.

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

Until such time, if ever, that we can generate revenues

sufficient to achieve profitability, we expect to finance our cash needs through a combination of private and public equity offerings,

debt financings, government or other third-party funding, collaborations, and licensing arrangements.

To the extent that we raise additional

capital through the sale of common stock, convertible securities or other equity securities, the ownership interest of our stockholders

may be materially diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights

of our common stockholders.

Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations

and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional

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

Securing additional

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

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

monetize the value of MAT2203 or future product candidates.

Moreover, under the terms of a recent financing, we are prohibited, subject

to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed issuance of any shares

of common stock or common stock equivalents until November 2025.

If we raise additional funds through

collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish

valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that

may not be favorable to us.

Our financial condition and results of operations

may also be impacted by other factors we may not be able to control, such as global supply chain disruptions, global trade disputes and/or

political instability.

Increases in interest rates, especially if coupled with reduced government spending and volatility in financial

markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Additionally, rising inflation rates

may affect us by increasing operating expenses, such as employee-related costs and clinical trial expenses, negatively impacting our results

of operations.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and

we do not currently have, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities

or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose

of facilitating financing transactions that are not required to be reflected on our balance sheets.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis