What changed in this filing

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Item 1. Financial Statements

2022-10-28 compared with 2022-08-02 · 42 added, 33 removed, 248 unchanged (23% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

(in thousands, except share

18 unchanged sentences

100 million shares authorized

at June 30, 2022 and December 31, 2021;

at September 30, 2022 and December 31, 2021;

shares issued and outstanding at

June 30, 2022 and December 31, 2021

September 30, 2022 and December 31, 2021

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share amounts)

29 unchanged sentences

Balance, June 30, 2022

Share-based compensation

Balance, September 30, 2022

See accompanying Notes to Financial Statements

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

48 unchanged sentences

The Company has historically funded its operations through issuances of common and preferred stock.

The Company believes that its current cash and cash equivalents as of June 30, 2022 will be sufficient to fund its operations at the current levels through at least the end of fiscal year 2023.

The Company believes that its current cash and cash equivalents as of September 30, 2022 will be sufficient to fund its operations at the current levels through at least the end of fiscal year 2023.

The Company’s review of its strategic options may impact this projection.

18 unchanged sentences

In the opinion of management, these financial statements include all normal and recurring adjustments considered necessary for a fair presentation of these interim financial statements.

The results of operations for the six months ended June 30, 2022 are not necessarily indicative of results expected for the full year ending December 31, 2022.

The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of results expected for the full year ending December 31, 2022.

The Company has generated no revenue to date and its activities have consisted of seeking regulatory approval, research and development, exploring strategic alternatives for further developing and commercializing rNAPc2 and Gencaro, and raising capital.

9 unchanged sentences

If the Company had comprehensive gains (losses), they would be reflected in the statement of operations and comprehensive loss and as a separate component in the statement of stockholders’ equity.

There were no elements of comprehensive loss during the three and six months ended June 30, 2022 and 2021.

There were no elements of comprehensive loss during the three and nine months ended September 30, 2022 and 2021.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in right-of-use (ROU) asset – operating and lease obligations are included in accrued expenses and other liabilities and operating lease liability on the Company’s June 30, 2022 and December 31, 2021 balance sheets.

Operating leases are included in right-of-use (ROU) asset – operating and lease obligations are included in accrued expenses and other liabilities and operating lease liability on the Company’s September 30, 2022 and December 31, 2021 balance sheets.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease.

14 unchanged sentences

The Company’s potentially dilutive shares include stock options and warrants for common stock .

Because the Company reported a net loss for the three and six months ended June 30, 2022 and 2021, all potentially dilutive shares of common stock have been excluded from the computation of the dilutive net loss per share for all periods presented.

Because the Company reported a net loss for the three and nine months ended September 30, 2022 and 2021, all potentially dilutive shares of common stock have been excluded from the computation of the dilutive net loss per share for all periods presented.

Such potentially dilutive shares of common stock consist of the following:

September 30,

Potentially dilutive securities, excluded:

2 unchanged sentences

(3) Fair Value Disclosures

There were no marketable securities as of June 30, 2022 or December 31, 2021.

There were no marketable securities as of September 30, 2022 or December 31, 2021.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

9 unchanged sentences

The Company does not have any Level 3 assets or liabilities.

As of June 30, 2022 and December 31, 2021, the Company had $ 46.4 million and $ 53.3 million, respectively, of cash equivalents consisting of money market funds with original maturities of 90 days or less.

As of September 30, 2022 and December 31, 2021, the Company had $ 43.9 million and $ 53.3 million, respectively, of cash equivalents consisting of money market funds with original maturities of 90 days or less.

The Company has the ability to liquidate these investments without restriction.

The Company determines fair value for these money market funds with Level 1 inputs through quoted market prices.

There were no transfers of assets between fair value hierarchy levels during the six-month period ended June 30, 2022.

There were no transfers of assets between fair value hierarchy levels during the nine-month period ended September 30, 2022.

Fair Value of Other Financial Instruments

3 unchanged sentences

Estimated Life

September 30,

Computer equipment

4 unchanged sentences

Property and equipment, net

For the six months ended June 30, 2022 and 2021, depreciation and amortization expense was $ 11,000 and $ 6,000 , respectively.

For the nine months ended September 30, 2022 and 2021, depreciation and amortization expense was $ 15,000 and $ 11,000 , respectively.

(5) Related Party Arrangements

2 unchanged sentences

Funding of any unrestricted research grants is contingent upon the Company’s financial condition, and can be deferred or terminated at the Company’s discretion.

Total expense under these arrangements for the six months ended June 30, 2022 and 2021 was $ 216,000 and $ 223,000 respectively.

Total expense under these arrangements for the nine months ended September 30, 2022 and 2021 was $ 324,000 and $ 331,000 respectively, of which $ 108,000 was unpaid and included in accrued expenses and other liabilities as of September 30, 2022.

(6) Commitments and Contingencies

The Company has or is subject to the following commitments and contingencies.

Employment Agreements

Employment Agreements and Reduction of Workforce

The Company maintains employment agreements with several key executive employees.

1 unchanged sentence

Certain of these agreements also provide for payments to be made under certain conditions related to a change in control of the Company.

In July 2022, the Company implemented a strategic reduction of the workforce by approximately 67 %, or 12 employees.

Personnel reductions were primarily focused in research and development and general and administrative functions.

The restructuring was a result of the Company’s decision to manage operating costs and expenses.

During the quarter ended September 30, 2022, the Company recorded total restructuring charges of approximately $ 790,000 , of which $ 490,000 and $ 300,000 were recognized in research and development and general and administrative expenses, respectively, in connection with the restructuring, all in the form of one-time termination benefits.

As of September 30, 2022, approximately $ 250,000 of the total restructuring charges remains unpaid and was included in accrued compensation and employee benefits.

Operating Leases

7 unchanged sentences

In addition, common area maintenance charges are based on actual costs incurred and are a non-lease component that is not included in the lease obligation.

Future minimum commitments due under the October 2020 and 2021 Lease agreements as of June 30, 2022 are as follows (in thousands):

Future minimum commitments due under the October 2020 and 2021 Lease agreements as of September 30, 2022 are as follows (in thousands):

Remainder of 2022

3 unchanged sentences

Operating lease liability, net of current portion

Rent expense, which is included in general and administrative expense, for the six months ended June 30, 2022 and 2021 was $ 63,000 and $ 47,000 , respectively.

As of June 30, 2022, the lease liability was $ 435,000 , and the current portion is included in accrued expenses and other liabilities and the non-current portion is in operating lease liability, net of current portion in the accompanying balance sheet.

Cash paid for amounts included in the measurement of lease liabilities and the operating cash flows from operating leases for the six months ended June 30, 2022 and 2021 were $ 65,000 and $ 29,000 , respectively.

The weighted-average remaining lease term for the operating lease as of June 30, 2022 is 4.3 years.

Rent expense, which is included in general and administrative expense, for the nine months ended September 30, 2022 and 2021 was $ 94,000 and $ 78,000 , respectively.

As of September 30, 2022, the lease liability was $ 409,000 , and the current portion is included in accrued expenses and other liabilities and the non-current portion is in operating lease liability, net of current portion in the accompanying balance sheet.

Cash paid for amounts included in the measurement of lease liabilities and the operating cash flows from operating leases for the nine months ended September 30, 2022 and 2021 were $ 98,000 and $ 52,000 , respectively.

The weighted-average remaining lease term for the operating lease as of September 30, 2022 is 4.1 years.

The discount rate for the operating lease is 7 %.

3 unchanged sentences

Wolfram Ruf, the Scientific Director and Alexander von Humboldt Professor at the Center for Thrombosis and Hemostasis (CTH) of the University Medical Center Mainz, and his collaborators.

The Company has upfront and potential milestone obligations to the University Medical Center Mainz that could total approximately € 1.6 million and royalty obligations in the low single digit range, if rNAPc2 receives

regulatory approval and is commercialized.

The term of the Agreement extends to the date of expiration of the last to expire of any of the assigned patents.

14 unchanged sentences

(8) Share-based Compensation

For the three and six month periods ended June 30, 2022 and 2021, the Company recognized the following non-cash, share-based compensation expense in the statements of operations (in thousands):

Ended June 30,

For the three and nine month periods ended September 30, 2022 and 2021, the Company recognized the following non-cash, share-based compensation expense in the statements of operations (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

General and administrative

Stock option transactions for the six month period ended June 30, 2022 under the Company’s stock incentive plans were as follows:

Stock option transactions for the nine month period ended September 30, 2022 under the Company’s stock incentive plans were as follows:

Weighted Average Exercise Price

1 unchanged sentence

Forfeited and cancelled

Options outstanding at June 30, 2022

Options exercisable at June 30, 2022

Options outstanding at September 30, 2022

Options exercisable at September 30, 2022

Options vested and expected to vest

4 unchanged sentences

The Company believes its tax filing positions and deductions related to tax periods subject to examination will be sustained upon audit and, therefore, has no reserve for uncertain tax positions.

(10) Subsequent Event

In July 2022, the Company implemented a strategic reduction of the workforce by approximately 67 %, or 12 employees.

Personnel reductions were primarily focused in research and development and general and administrative functions.

The restructuring was a result of the Company’s decision to manage operating costs and expenses.

In July, the Company recorded total restructuring charges of approximately $ 790,000 , of which $ 490,000 and $ 300,000 were recognized in research and development and general and administrative expenses, respectively, in connection with the restructuring, all in the form of one-time termination benefits.

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 1. Financial Statements