What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 96 added, 80 removed, 409 unchanged (30% of the section changed)

16 unchanged sentences

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 3)

Stockholders' equity:

Series D Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized;

0 issued and outstanding at each of March 31, 2026 and December 31, 2025

0 issued and outstanding at each of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

11,617,250 and 11,617,250 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

11,617,250 and 11,617,250 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

11 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

Research and development

$ 2,793 $ 886

General and administrative

1 unchanged sentence

Operating loss

( 4,167 ) ( 1,872 )

Interest income, net

Other income (expense), net

$ ( 4,003 ) $ ( 1,769 )

Net loss per common share:

Basic and diluted

( 0.34 ) ( 0.41 )

Weighted average number of common shares outstanding

Basic and diluted

11,617,250 4,307,264

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

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(Amounts in thousands, except share data)

For the Three Months Ended March 31, 2026

For the Three and Six Months Ended June 30, 2026

Balance at December 31, 2025

11,617,250 $ 1 $ 175,200 $ ( 155,054 ) $ 20,147

Stock-based compensation expense

- - 318 - 318

- - - ( 4,003 ) ( 4,003 )

Balance at March 31, 2026

11,617,250 $ 1 $ 175,518 $ ( 159,057 ) $ 16,462

For the Three Months Ended March 31, 2025

Stock-based compensation expense

Balance at June 30, 2026

For the Three and Six Months Ended June 30, 2025

Balance at December 31, 2024

1,733,717 $ - $ 151,079 $ ( 146,356 ) $ 4,723

Issuance of common stock upon exercise of warrants

537,432 - 2,680 - 2,680

Issuance of common stock and warrants, net of offering costs

2,507,005 - 6,493 - 6,493

Stock-based compensation expense

- - - ( 1,769 ) ( 1,769 )

Balance at March 31, 2025

4,778,154 $ - $ 160,295 $ ( 148,125 ) $ 12,170

Stock-based compensation expense

Issuance of common stock upon exercise of warrants

Balance at June 30, 2025

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

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(Amounts in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

$ ( 4,003 ) $ ( 1,769 )

Adjustments to reconcile net loss to net cash used in operating activities:

7 unchanged sentences

Net cash used in operating activities

( 4,003 ) ( 1,275 )

Cash flows from investing activities:

Asset sale proceeds

Proceeds from sale of property and equipment

Cash paid for purchase of property and equipment

4 unchanged sentences

Net cash provided by financing activities

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

( 4,000 ) 7,896

Cash, cash equivalents and restricted cash at the beginning of period

Cash, cash equivalents and restricted cash at end of period

$ 17,031 $ 13,278

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at the beginning of period

Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

33 unchanged sentences

These factors have previously raised doubt about the Company’s ability to continue as a going concern.

With the 2025 Financings, the Company was able to alleviate such doubt about its ability to continue as a going concern as of the date the September 30, 2025 financial statements were issued, accordingly, no going-concern disclosures are required for the current period under ASC 205 - 40 as of the date of the filing of this Quarterly Report on Form 10 -Q.

Summary of Significant Accounting Policies

The Company’s significant accounting policies as of March 31, 2026, are consistent with those described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

The Company’s significant accounting policies as of June 30, 2026, are consistent with those described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.

There have been no material changes during the current period.

14 unchanged sentences

Research and development accruals

Professional fee accrual

Payroll accruals

Professional fees and other

$ 1,705 $ 1,340

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This arrangement is cancellable at any time.

Operating lease costs included in operating expense were approximately $ 900 and $ 8,400 for the three months ended March 31, 2026 and 2025 , respectively.

There was no cash paid for the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements of cash flows for the Company’s former corporate headquarters for the three months ended March 31, 2026 and 2025 .

Operating lease costs included in operating expense were approximately $ 900 and $ 8,400 for the three months ended June 30, 2026 and 2025 , respectively.

Operating lease costs included in operating expense were approximately $ 1,800 and $ 16,800 for the six months ended June 30, 2026 and 2025 , respectively.

Stockholders ’ Equity

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Based on the assessment of the warrants issued by the Company under the guidance in ASC 480 and ASC 815, the warrants issued by the Company have been classified within stockholder’s equity.

During the three months ended March 31, 2026 and 2025 , there were 0 and 537,432 warrants exercised, respectively.

The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at March 31, 2026 and 2025:

During the three months ended June 30, 2026 and 2025 , there were zero and 20,000 warrants exercised, respectively.

During the six months ended June 30, 2026 and 2025 , there were zero and 557,432 warrants exercised, respectively.

The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at June 30, 2026 and 2025:

Exercise Price

5 unchanged sentences

( 141,911 ) 10.76 ( 9,659 ) 457.92

Outstanding at March 31,

Outstanding at June 30,

13,386,057 $ 2.86 6,601,118 $ 5.00

At The Market Offering Agreement

On April 8, 2026, the Company entered into an At the Market Agreement ("Sales Agreement") with HCW pursuant to which the Company may offer and sell shares of Common Stock, having an aggregate price of up to $ 6,360,000 from time to time through HCW, acting as sales agent (the "ATM Program").

The Company is not obligated to sell any shares under the ATM Program and may suspend or terminate the program at any time.

Net proceeds from sales of shares under the ATM Program, after deducting sales commissions and other offering expenses, are intended to fund the development of PH- 762 in an expected Phase 2b/3 clinical trial for cutaneous squamous cell carcinoma, other development activities and for general working capital needs.

As of June 30, 2026, and through the date of issuance of these financial statements, the Company did not sell any shares of Common Stock under the ATM Program and did not receive any proceeds therefrom.

Stock-based Compensation

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The fair value of the RSUs awarded is based upon the Company’s closing stock price at the grant date and is expensed over the requisite service period.

The following table summarizes the activity of the Company’s RSUs for the three months ended March 31, 2026 :

The following table summarizes the activity of the Company’s RSUs for the six months ended June 30, 2026 :

Unvested units at December 31, 2025

477,700 $ 2.32

Unvested units at March 31, 2026

( 39,000 ) 2.32

There were 353,500 RSUs granted during the three months ended March 31, 2026 and no RSUs granted during the three months ended March 31, 2025 .

Stock-based compensation expense related to RSUs was $ 318,000 and $ 43,000 for the three months ended March 31, 2026 and 2025 , respectively.

No RSUs vested during the three months ended March 31, 2026 and 2025, respectively.

Unvested units at June 30, 2026

792,200 $ 1.67

There were no RSUs granted during the three months ended June 30, 2026 and 2025 , respectively.

There were 353,500 and zero RSUs granted during the six months ended June 30, 2026 and 2025, respectively.

Stock-based compensation expense related to RSUs was $ 278,000 and $ 51,000 for the three months ended June 30, 2026 and 2025 , respectively.

Stock-based compensation expense related to RSUs was $ 596,000 and $ 94,000 for the six months ended June 30, 2026 and 2025, respectively.

No RSUs vested during the three and six months ended June 30, 2026 and 2025, respectively.

Stock Options

2 unchanged sentences

All outstanding stock options continue to be accounted for in accordance with ASC 718.

The Company did not grant any stock options during the three months ended March 31, 2026 or 2025 .

As of March 31, 2026, there were 1,115 stock options outstanding.

The Company did not have any stock-based compensation expense related to stock options for the three months ended March 31, 2026 and 2025 .

The Company did not grant any stock options during the six months ended June 30, 2026 or 2025 .

As of June 30, 2026 , there were 1,115 stock options outstanding.

The Company did not have any stock-based compensation expense related to stock options for both the three and six months ended June 30, 2026 and 2025 , respectively.

Compensation Expense Related to Equity Awards

The following table sets forth total stock-based compensation expense for the three months ended March 31, 2026 and 2025 , in thousands:

The following table sets forth total stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 , in thousands:

Three Months Ended

Six Months Ended

Research and development

$ 5 $ 23 $ 75 $ 38

General and administrative

273 28 521 56

Total stock-based compensation

As of March 31, 2026 , the total unrecognized compensation cost related to non-vested RSUs was approximately $ 754,000 .

$ 278 $ 51 $ 596 $ 94

As of June 30, 2026 , the total unrecognized compensation cost related to non-vested RSUs was approximately $ 385,000 .

This cost is expected to be recognized over a weighted-average period of 0.38 years.

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Three Months Ended

Six Months Ended

Research and development

$ 2,508 $ 586 $ 4,655 $ 1,043

17 105 35 162

Employee expense, lab supplies and overhead

557 383 1,184 755

Total research and development

3,082 1,074 5,874 1,960

General and administrative

1,186 1,235 2,561 2,221

Total operating expenses

2 unchanged sentences

130 143 294 246

Subsequent Events

At The Market Offering Agreement

The Company is not obligated to sell any shares under the ATM Program and may suspend or terminate the program at any time.

Subsequent to March 31, 2026, and through the date of issuance of these financial statements, the Company did not sell any shares of Common Stock under the ATM Program and did not receive any proceeds therefrom.

$ ( 4,138 ) $ ( 2,166 ) $ ( 8,141 ) $ ( 3,935 )

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

3 unchanged sentences

or MirImmune, LLC.

This management ’ s discussion and analysis of financial condition as of March 31, 2026 and results of operations for the three months ended March 31, 2026 and 2025 should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “ SEC ” ) on March 5, 2026 (the “ 2025 Form 10-K ” ).

This management ’ s discussion and analysis of financial condition as of June 30, 2026 and results of operations for the three and six months ended June 30, 2026 and 2025 should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “ SEC ” ) on March 5, 2026 (the “ 2025 Form 10-K ” ).

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

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Our actual results and financial condition may differ materially from those indicated in the forward-looking statements as a result of a number of important factors, including, but not limited to:

we are dependent on the success of our INTASYL TM technology, and our product candidates based on this technology, which is unproven and may never lead to approved and marketable products;

we are dependent on the success of our INTASYL technology, and our product candidates based on this technology, which is unproven and may never lead to approved and marketable products;

our product candidates are in an early stage of development and we may fail, experience significant delays, never advance in clinical development or not be successful in our efforts to identify or discover additional product candidates, which may materially and adversely impact our business;

the outcome of any meetings with the FDA related to the clinical development of any of our product candidates;

disruptions at the FDA, including due to a reduction in the FDA ’ s workforce and/or inadequate funding for the FDA, could prevent the FDA from performing normal functions on which our business relies, which could negatively impact our business;

22 unchanged sentences

PH-762 was evaluated in a U.S.

multi-center Phase 1b dose-escalating clinical trial through the intratumoral injection of PH-762 for the treatment of patients with cutaneous squamous cell carcinoma, melanoma and Merkel cell carcinoma.

multi-center Phase 1b dose-escalating clinical trial assessing intratumoral administration of PH-762 for the treatment of patients with cutaneous squamous cell carcinoma, melanoma and Merkel cell carcinoma.

The trial (NCT 06014086) was designed to evaluate the safety and tolerability of neoadjuvant use of intratumorally injected PH-762, assess the tumor response, and determine the dose or dose range for continued study of PH-762.

The study was fully enrolled in November 2025 with a total of 22 patients, 20 with cutaneous squamous cell carcinoma, one with melanoma and one with Merkel cell carcinoma.

The clinical phase of the trial is complete, and the final data is currently being analyzed.

While final study data is pending formal analysis, an FDA submission intended to propose and seek guidance for next steps in clinical study design for PH-762 is targeted for the second quarter of 2026.

The clinical phase of the trial has been completed, and the final data are being analyzed.

The clinical study report is currently in the final stages of preparation.

A total of 22 patients with cutaneous carcinomas completed treatment in the Phase 1b trial and underwent excision of the treated lesional site.

3 unchanged sentences

Seven cSCC patients and one melanoma patient had responses of less than 50%, however, none of these patients experienced a progression of the disease.

In the trial, intratumoral injection of PH-762 was well tolerated in all enrolled patients and there were no dose-limiting toxicities or clinically relevant treatment-emergent adverse effects in any patients who received intratumoral PH-762.

PH-762 has been evaluated in patients within five dose-escalating cohorts, increasing drug concentration 20-fold from the first to the final cohort.

Safety data through an extended follow-up period is expected to be reported in the second quarter of 2026.

In the trial, PH-762 was evaluated in patients in five dose-escalating cohorts, increasing drug concentration 20-fold from the first to the final cohort.

On January 20, 2026, we reported that intratumoral injection of PH-762 was well tolerated in all enrolled patients and there were no dose-limiting toxicities or clinically relevant treatment-emergent adverse effects in any patients who received intratumoral PH-762.

An FDA meeting request is targeted for the third quarter of 2026 to propose next steps and seek Agency guidance on the clinical development program for PH-762.

In July 2025, we entered into a comprehensive drug substance development services agreement with a U.S.

manufacturing company pursuant to which the manufacturer will provide analytical and process development activity, and cGMP manufacture of drug substance to manufacture clinical supplies for our lead development compound, PH-762.

In June 2026, production of the first batch of drug substance was initiated.

This batch will be used to manufacture clinical supplies for the next clinical trial.

In December 2025, we entered into a development services agreement with a U.S.

laboratory to conduct a nonclinical toxicology study for PH-762, which is required by the FDA prior to commencing a human clinical trial for registration purposes.

In May 2026, the Company initiated the pivotal GLP toxicology study to support the continued clinical development of PH-762.

In March 2026, we entered into a cGMP drug product manufacturing services agreement with a U.S.

28 unchanged sentences

Other Markets

International PCT

Our portfolio includes 54 issued patents, 50 of which cover our INTASYL platform, and of those 28 cover immuno-oncology compounds and therapeutic uses.

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The following data summarizes the results of our operations for the periods indicated, in thousands:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses

Operating loss

Comparison of the Three Months Ended March 31, 2026 and 2025

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Operating Expenses

The following table summarizes our total operating expenses, for the periods indicated, in thousands:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

5 unchanged sentences

Since we commenced operations, research and development expenses have been a significant portion of our total operating expenses and are expected to constitute the majority of our spending for the foreseeable future.

Research and development expenses for the three months ended March 31, 2026 increased 215% or $1.9 million as compared with the three months ended March 31, 2025.

This increase in research and development expenses was primarily driven by a $1.6 million increase in nonclinical and clinical trial costs, chemistry, manufacturing and controls (CMC) costs in connection with advancing our PH-762 program and a $220 thousand increase in R&D employee personnel related costs for salary, bonus and stock compensation expense.

Research and development expenses for the three months ended June 30, 2026 increased 187% or $2.0 million as compared with the three months ended June 30, 2025.

The increase in research and development expenses was primarily driven by a $0.9 million increase in nonclinical toxicology study costs and a $1.5 million increase in CMC (chemistry, manufacturing and controls) costs.

Both increases were in connection with advancing our PH-762 program;

offset by a $0.3 million decrease in clinical trial costs.

Management believes that research and development expenses will continue to increase as we continue to advance our PH-762 program.

Research and development expenses for the six months ended June 30, 2026 increased 200% or $3.9 million as compared with the six months ended June 30, 2025.

The increase in research and development expenses was primarily driven by a $1.8 million increase in nonclinical toxicology study costs and a $1.5 million increase in CMC costs both of which were associated with advancing the PH-762 program.

In addition, research and development expenses increased by approximately increase of $0.9 million related to higher consulting, patent and employee-related costs.

These increases were offset by a $0.3 million decrease in clinical trial costs due to trial wind-down activities.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and RSU stock compensation expense for general and administrative personnel, professional fees for legal, audit, tax consulting services, as well as other general corporate expenses.

General and administrative expenses for the three months ended March 31, 2026 increased 39% or $400 thousand as compared with the three months ended March 31, 2025.

The increase in general and administrative expenses was primarily driven by a $98 thousand increase in bonus expense accrual, $228 thousand increase in stock-based compensation expense, $65 thousand increase in investor outreach and $66 thousand increase in professional fees.

Additionally, there was an $115 thousand increase in finance employee-related costs that is offset by a reduction of $248 thousand for outsourced accounting fees in the first quarter of 2025.

General and administrative expenses for the three months ended June 30, 2026 decreased slightly at 4% as compared with the three months ended June 30, 2025.

General and administrative expenses for the six months ended June 30, 2026 increased 15% or $340 thousand as compared with the six months ended June 30, 2025.

The increase was primarily driven by a $465 thousand increase in stock-based compensation expense and $170 thousand increase in investor relations activities;

offset by a $250 thousand net decrease in financial outsourced accounting fees.

Liquidity and Capital Resources

2 unchanged sentences

Since our inception we have incurred operating losses and expect that we will continue to have negative cash flows from our operations and for the foreseeable future.

As of March 31, 2026, we had cash and cash equivalents of $17 million as compared with $21 million at December 31, 2025.

As of June 30, 2026, we had cash and cash equivalents of $13.0 million as compared with $21.0 million at December 31, 2025.

Based on current cash flow projections, we believe we have sufficient cash and cash equivalents, including net proceeds from our latest financing that occurred during November 2025, to meet our current planned obligations for at least 12 months.

4 unchanged sentences

The following table summarizes our cash flows for the periods indicated, in thousands:

Three Months Ended

Six Months Ended

Net cash used in operating activities

1 unchanged sentence

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 increased by $2.7 million as compared to the three months ended March 31, 2025.

This was primarily driven by net loss from operations in the first quarter of 2026 due to increased development spend.

Net cash used in operating activities for the six months ended June 30, 2026 increased by $4.2 million as compared to the six months ended June 30, 2025.

This was primarily driven by higher net losses from operations in the first two quarters of 2026 due to increased development spend.

Net Cash Provided by or Used in Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2026 was $3 thousand for an equipment sale.

Net cash used in investing activities was $2 thousand for the purchase of computer equipment for the three months ended March 31, 2025.

Net cash provided by investing activities for the six months ended June 30, 2026 was $3 thousand resulting from proceeds from the sale of equipment.

Net cash used in investing activities was $5 thousand for the purchase of computer equipment for the six months ended June 30, 2025.

Net Cash Provided by Financing Activities

There was no cash provided by financing activities for the three months ended March 31, 2026.

The $9.2 million decrease in net cash provided by financing activities as compared to the three months ended March 31, 2025, was primarily due to the issuance of Common Stock and warrants, and the exercise of warrants in the prior year, both as described in Note 3 of the condensed consolidated financial statements.

There was no cash provided by financing activities for the six months ended June 30, 2026.

The $9.2 million decrease in net cash provided by financing activities as compared to the six months ended June 30, 2025, was primarily due to the issuance of Common Stock and warrants, and the exercise of warrants in the prior year, both as described in Note 5 of the condensed consolidated financial statements.

Contractual Obligations

2 unchanged sentences

Future Funding Requirements

At March 31, 2026, we had cash and cash equivalents of $17.0 million.

At June 30, 2026, we had cash and cash equivalents of $13.0 million.

We expect that our cash and cash equivalents will enable us to fund our current operating plan for at least 12 months.

3 unchanged sentences

If we obtain marketing approval for any of our product candidates, we will incur significant sales, marketing and manufacturing expenses.

We also expect to continue to incur significant costs to comply with corporate governance, internal controls and similar requirements associated with operating as a public reporting company.

We also expect to continue to incur significant costs to comply with corporate

governance, internal controls and similar requirements associated with operating as a public reporting company.

Actual cash requirements could differ from management’s projections due to many factors including additional investments in research and development programs such as PH-894, nonclinical and clinical trial expenses for PH-762, competing technological and market developments, personnel costs, general and administrative expenses, and the costs of any strategic acquisitions and/or development of complementary business opportunities.

7 unchanged sentences

changes in our operating plan, resulting in increases or decreases in our need for capital;

the outcome of any meetings with the FDA related to the clinical development of any of our product candidates;

disruptions at the FDA, including due to a reduction in the FDA’s workforce and/or inadequate funding for the FDA;

9 unchanged sentences

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