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Item 1A. Risk Factors

2025-05-15 compared with 2024-11-13 · 10 added, 58 removed, 1 unchanged (99% of the section changed)

RISK FACTORS.

as set forth below, there were no material changes from the risk factors set forth under Part I, Item 1A., “Risk Factors”

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

You should carefully consider the risk factors contained

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in addition to the other information set forth in this

report which could materially affect our business, financial condition or future results.

The risks and uncertainties described in this

report and in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as other reports and statements that we file

with the SEC, are not the only risks and uncertainties facing us.

Additional risks and uncertainties not currently known to us or that

we currently deem to be immaterial may also have a material adverse effect on our financial position, results of operations or cash flows.

business to date has been significantly dependent on the success of MAT2203, and we have decided to discontinue further development of

MAT2203 and devote significant time and resources to identifying and evaluating strategic alternatives, which may not be successful.

date, we have invested significant efforts and financial resources in the research and development of MAT2203, which was our lead product

candidate in clinical trials.

In October 2024, we announced that negotiations under a previously disclosed non-binding term sheet regarding

global rights to MAT2203 have been terminated following notification from the prospective partner.

As a result, we implemented an 80%

workforce reduction effective as of October 31, 2024 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.

There can be no assurance that efforts to identify and evaluate a potential buyer or partner

for MAT2203 will result in any definitive offer to consummate a strategic transaction, or if made what the terms thereof will be or that

any transaction will be approved or consummated.

If any definitive offer to consummate a sale is received, there can be no assurance

that a definitive agreement will be executed or that, if a definitive agreement is executed, the transaction will be consummated.

addition, there can be no assurance that any transaction, involving our company and/or assets, that is consummated would enhance shareholder

There also can be no assurance that we will conduct further drug research or development activities in the future.

such strategic transaction may require us to incur non-recurring or other charges, may increase our near-and long-term expenditures and

may pose significant integration challenges or disrupt our management or business, which could

we do not successfully consummate a transaction involving MAT2203, our board of directors may decide to pursue a winddown or dissolution

of our company.

In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing

of such dissolution as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

can be no assurance that a transaction involving MAT2203 will be consummated, and previous efforts to do so have not been successful.

If no transaction is completed, our board of directors may decide to pursue a winddown or dissolution.

In such an event, the amount of

cash available for distribution to our stockholders will depend heavily on the timing of such a decision and, ultimately, such liquidation,

since the amount of cash available for distribution continues to decrease as we fund our limited operations while we evaluate our options.

In addition, if our board of directors were to approve and recommend, and our stockholders were to approve, a winddown or dissolution

of our company, we would be required under Delaware corporate law to pay our outstanding obligations, as well as to make reasonable provision

for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders.

Our commitments and contingent

liabilities may include (i) obligations under our employment and related agreements with certain employees that provide for severance

and other payments following a termination of employment occurring for various reasons, including a change in control of our company;

(ii) potential litigation against us, and other various claims and legal actions arising in the ordinary course of business; and

(iii) non-cancelable facility lease obligations.

As a result of this requirement, a portion of our assets may need to be reserved pending

the resolution of such obligations.

In addition, we may be subject to litigation or other claims related to a winddown or dissolution

of our company.

If a winddown or dissolution were pursued, our board of directors, in consultation with its advisors, would need to evaluate

these matters and make a determination about a reasonable amount to reserve.

Accordingly, holders of our common stock could lose all

or a significant portion of their investment in the event of a winddown or dissolution of our company

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

DEFAULTS UPON SENIOR SECURITIES.

MINE SAFETY DISCLOSURES.

Except as set forth below, there were no material

changes from the risk factors set forth under Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2024.

You should carefully consider the risk factors contained in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2024 in addition to the other information set forth in this report which could materially affect our business,

financial condition or future results.

The risks and uncertainties described in this report and in our Annual Report on Form 10-K for

the year ended December 31, 2024, as well as other reports and statements that we file with the SEC, are not the only risks and uncertainties

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material

adverse effect on our financial position, results of operations or cash flows.

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 1A. Risk Factors