What changed in this filing

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Item 1. Financial Statements

2022-11-10 compared with 2022-08-11 · 124 added, 117 removed, 320 unchanged (43% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per

September 30,

Current assets:

16 unchanged sentences

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

13,658,722 and 13,534,996 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

13,667,973 and 13,534,996 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

11 unchanged sentences

(Amounts in thousands, except share data)

For the Three and Six Months Ended

June 30, 2022

For the Three and Nine Months

Ended September 30, 2022

Balance at December 31, 2021

4 unchanged sentences

Balance at March 31, 2022

$ ( 119,542 )

Stock-based compensation expense

Balance at June 30, 2022

Issuance of common stock upon vesting of restricted stock units

Shares withheld for payroll taxes

Stock-based compensation expense

Balance at September 30, 2022

$ ( 125,649 )

For the Three and Six Months Ended

June 30, 2021

For the Three and Nine Months

Ended September 30, 2021

Balance at December 31, 2020

9 unchanged sentences

Balance at June 30, 2021

Issuance of common stock upon vesting of restricted stock units

Shares withheld for payroll taxes

Stock-based compensation expense

Balance at September 30, 2021

$ ( 113,449 )

4 unchanged sentences

(Amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

23 unchanged sentences

cash reported within the Condensed Consolidated Balance Sheets to the totals above:

Schedule of cash and restricted cash

September 30,

Restricted cash

13 unchanged sentences

With our INTASYL self-delivering RNAi technology, we aim to bring the benefits

of RNA therapeutics into cancer care where other modalities may fall short.

Company continues to respond to and monitor the ongoing coronavirus pandemic.

The Company’s corporate headquarters and research

facility have seen limited impact and, during the three and six months ended June 30, 2022, continued

to operate with safety measures in place for the health and well-being of its employees, such as working remotely and flexible scheduling,

in accordance with guidance from federal, state and local authorities.

The Company believes that the coronavirus pandemic has not had

a significant impact on its financial condition and results of operations for the three and six months ended June 30, 2022.

the extent to which the coronavirus pandemic may materially impact our financial results and operations will depend on a number of factors,

including the availability of supplies and services we rely on, the ability to enroll subjects in our clinical trials and the duration

of the coronavirus pandemic, which remain difficult to predict and are highly uncertain.

Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations

for the foreseeable future.

of RNA therapeutics to the treatment of cancer where other modalities may be ineffective.

The Company continues to respond

to and monitor the ongoing coronavirus pandemic.

The Company’s corporate headquarters and research facility have seen limited impact

and, during the three and nine months ended September 30, 2022, continued to operate with safety measures in place for the health and

well-being of its employees, such as working remotely and flexible scheduling, in accordance with guidance from federal, state and local

The Company believes that the coronavirus pandemic has not had a significant impact on its financial condition and results

of operations for the three and nine months ended September 30, 2022.

However, the extent to which the coronavirus pandemic may materially

impact our financial results and operations will depend on a number of factors, including the availability of supplies and services we

rely on, the ability to enroll subjects in our clinical trials, the emergence of variant strains of the coronavirus, the development,

availability, and public acceptance of effective treatments and vaccines, and the duration of the coronavirus pandemic, which remain difficult

to predict and are highly uncertain.

The Company has reported

recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable

Historically, the Company’s primary source of funding has been from sales of its securities.

The Company’s

ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of

debt, sale of equity, or strategic opportunities, in order to maintain its operations.

The Company’s ability

to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt,

sale of equity, or strategic opportunities, in order to maintain its operations.

This is dependent on a number of factors, including

5 unchanged sentences

our operations or seek to merge with or to be acquired by another company.

we believe that the coronavirus pandemic has not had a significant impact on our financial condition and results of operations at this

time, the potential economic impact brought by the coronavirus pandemic, which may be exacerbated by the global macroeconomic uncertainty

from the ongoing conflict between Russia and Ukraine, is difficult to assess or predict.

There may be developments outside of our control

that require us to adjust our operating plans.

Given the nature of the situation, we cannot reasonably estimate the impact of the coronavirus

pandemic on our financial condition, results of operations or cash flows in the future.

Company believes that its existing cash should be sufficient to fund operations for at least the next 12 months from the date of the release

of these financial statements.

The Company believes that

its existing cash should be sufficient to fund operations for at least the next 12 months from the date of the release of these financial

Basis of Presentation

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The reclassification increased general and administrative operating expenses and reduced research and development operating expenses by

$ 104,000 for the three months ended June 30, 2021 and by $ 296,000 for the six months ended June 30, 2021.

This reclassification had no

effect on total operating expenses, net loss, net loss per common share and had no impact on the Company’s condensed consolidated

$ 134,000 for the three months ended September 30, 2021 and by $ 430,000 for the nine months ended September 30, 2021.

This reclassification

had no effect on total operating expenses, net loss, net loss per common share and had no impact on the Company’s condensed consolidated

balance sheets, statement of stockholders’ equity and statement of cash flows for the prior year period.

2 unchanged sentences

These statements

should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent

Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “ SEC ”)

should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s most

recent Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “ SEC ”)

on March 22, 2022.

8 unchanged sentences

have been eliminated in consolidation.

Uses of Estimates in Preparation of Financial Statements

Use of Estimates in Preparation of Financial Statements

The preparation of financial

2 unchanged sentences

revenues and expenses during the reporting period.

The areas subject to significant estimates and judgement include, among others, those

related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income

taxes, and our valuation allowance on our deferred tax assets.

On an ongoing basis, we evaluate our estimates and base our estimates

on historical experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result

of new information that may emerge concerning the coronavirus pandemic and the ongoing conflict between Russia and Ukraine.

Actual results

could differ materially from these estimates.

The areas subject to estimates and judgement include, among others, those related to

the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, income taxes,

and our valuation allowance on our deferred tax assets.

On an ongoing basis, we evaluate our estimates and base our estimates on historical

experience and other relevant assumptions that we believe are reasonable under the circumstances, including as a result of new information

that may emerge concerning the coronavirus pandemic and the ongoing conflict between Russia and Ukraine.

Actual results could differ materially

from these estimates.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s

significant accounting policies as compared to those disclosed in “Note 2.

Summary of Significant Accounting Policies” in

our most recent Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 22, 2022.

There have been no material

changes to the Company’s significant accounting policies as compared to those disclosed in “Note 2.

Summary of Significant

Accounting Policies” in our most recent Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on

March 22, 2022.

Recent Accounting Pronouncements

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Fair Value of Financial Instruments

The Company follows the

provisions of the FASB Accounting Standards Codification (“ ASC ”) Topic 820, “ Fair Value

Measurement ,” for the Company’s financial assets and liabilities that are re-measured and reported at fair value

each reporting period and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken

down into three levels.

Level inputs are defined as follows:

The Company follows the provisions

of the FASB Accounting Standards Codification (“ ASC ”) Topic 820, “ Fair Value Measurement ,” for the

Company’s financial assets and liabilities that are re-measured and reported at fair value each reporting period and are re-measured

and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels.

Level inputs are defined

Level 1 – quoted prices in active markets

4 unchanged sentences

inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement

At June 30, 2022 and December

31, 2021, the Company categorized its restricted cash of $ 50,000 as Level 2 hierarchy.

The assets classified as Level 2 have initially

been valued at the applicable transaction price and subsequently valued, at the end of each reporting period, using other market observable

Observable market data points include quoted prices, interest rates, reportable trades and other industry and economic events.

At September 30, 2022 and

December 31, 2021, the Company categorized its restricted cash of $ 50,000 as Level 2 hierarchy.

The assets classified as Level 2 have

initially been valued at the applicable transaction price and subsequently valued, at the end of each reporting period, using other market

observable data.

Observable market data points include quoted prices, interest rates, reportable trades and other industry and economic

In January 2019, the Company

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The lease for our corporate

headquarters represents substantially all of our significant lease obligations.

The amounts reported in the condensed consolidated balance

sheets for operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows,

in thousands, except the lease term (number of years) and discount rate:

headquarters represents all of our significant lease obligations.

The amounts reported in the condensed consolidated balance sheets for

operating leases in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands,

except the lease term (number of years) and discount rate:

Schedule of lease and supplemental balance sheet information

June 30, 2022

September 30, 2022

December 31, 2021

6 unchanged sentences

Weighted average discount rate

Operating lease costs included in operating

expense were $ 33,000

for the three months ended June 30, 2022 and 2021, respectively.

Operating lease costs included in operating expense were $ 66,000

for the six months ended June 30, 2022 and 2021, respectively.

Operating lease costs included in operating expense

were $ 33,000 for the three months ended September 30, 2022 and 2021, respectively.

Operating lease costs included in operating expense

were $ 99,000 for the nine months ended September 30, 2022 and 2021, respectively.

Cash paid for the amounts

1 unchanged sentence

within changes in the lease liability in the operating activities of our condensed consolidated statements of cash flows was $ 34,000 and

$ 33,000 for the three months ended June 30, 2022 and 2021, respectively.

Cash paid for the six months ended June 30, 2022 and 2021 was

$ 67,000 and $ 65,000 , respectively.

$ 44,000 for the three months ended September 30, 2022 and 2021, respectively.

Cash paid for the nine months ended September 30, 2022 and

2021 was $ 101,000 and $ 110,000 , respectively.

Future lease payments for

our non-cancellable operating leases and a reconciliation to the carrying amount of the operating lease liability presented in the condensed

consolidated balance sheet as of June 30, 2022 is as follows, in thousands:

consolidated balance sheet as of September 30, 2022 is as follows, in thousands:

Schedule of future minimum lease payments

14 unchanged sentences

Upon loan forgiveness, the Company recognized a gain on the extinguishment of debt

of $ 233,000 for the loan proceeds received and interest accrued in the condensed consolidated statements of operations for the six months

ended June 30, 2021.

of $ 233,000 for the loan proceeds received and interest accrued in the condensed consolidated statements of operations for the nine months

ended September 30, 2021.

Stockholders’ Equity

31 unchanged sentences

The following table summarizes the Company’s

outstanding equity-classified warrants at June 30, 2022:

outstanding equity-classified warrants at September 30, 2022:

Schedule of outstanding warrants

14 unchanged sentences

February 2021 Placement Agent Warrants

were exercised during the three months ended June 30, 2022 and 2021 and during the six months ended June 30, 2022.

The Company received

net proceeds of $ 2,146,000

from the exercise of warrants during the six months ended June 30, 2021.

No warrants were exercised

during the three months ended September 30, 2022 and 2021 and during the nine months ended September 30, 2022.

The Company received net

proceeds of $ 2,146,000 from the exercise of warrants during the nine months ended September 30, 2021.

Net Loss per Common Share

The following table sets

forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:

Schedule of antidilutive stock

The following table sets forth

the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:

Schedule of anti dilutive stock

September 30,

Options to purchase common stock

7 unchanged sentences

RSUs are generally subject to graded vesting and the satisfaction of certain service requirements.

Upon vesting, each outstanding RSU will be exchanged for one share of the Company’s common stock.

Upon vesting, each outstanding RSU will be settled for one share of the Company’s common stock.

Employee RSU recipients may elect

4 unchanged sentences

The following table summarizes the activity of

the Company’s RSUs for the six months ended June 30, 2022:

the Company’s RSUs for the nine months ended September 30, 2022:

Schedule of RSU activity

1 unchanged sentence

Unvested units at December 31, 2021

Unvested units at June 30, 2022

compensation expense related to RSUs was $ 82,000 and $ 124,000 for the three months ended June 30, 2022 and 2021, respectively.

compensation expense related to RSUs was $ 261,000 and $ 181,000 for the six months ended June 30, 2022 and 2021, respectively.

The aggregate fair value of awards that vested

during the six months ended June 30, 2022 and 2021 was $ 128,000 and $ 8,000 , respectively, which represents the market value

of the Company’s common stock on the date that the RSUs vested.

As of June 30, 2022, the compensation

expense for all unvested RSUs in the amount of approximately $768,000 will be recognized in the Company’s results of operations

over a weighted average period of 2.08 years.

Unvested units at September 30, 2022

compensation expense related to RSUs was $ 98,000 and $ 132,000 for the three months ended September 30, 2022 and 2021, respectively.

compensation expense related to RSUs was $ 359,000 and $ 313,000 for the nine months ended September 30, 2022 and 2021, respectively.

The aggregate fair value of

awards that vested during the nine months ended September 30, 2022 and 2021 was $ 138,000 and $ 9,000 , respectively, which represents the

market value of the Company’s common stock on the date that the RSUs vested.

As of September 30, 2022,

the compensation expense for all unvested RSUs in the amount of approximately $ 677,000 will be recognized in the Company’s results

of operations over a weighted average period of 1.86 years.

Stock Options

14 unchanged sentences

and presently has no intention of paying cash dividends.

Company did not grant stock options during the three and six months ended June 30, 2022 and 2021.

Company did not grant stock options during the three and nine months ended September 30, 2022 and 2021.

The following table summarizes the activity of

the Company’s stock options for the six months ended June 30, 2022:

the Company’s stock options for the nine months ended September 30, 2022:

Schedule of Stock Option Activity

Balance at December 31, 2021

Balance at June 30, 2022

Exercisable at June 30, 2022

Balance at September 30, 2022

Exercisable at September 30, 2022

Stock-based compensation expense

related to stock options for the three months ended June 30, 2022 and 2021 was $ 1,000 and $ 8,000 , respectively.

related to stock options for the three months ended September 30, 2022 and 2021 was $ 5,000 and $ 11,000 , respectively.

Stock-based compensation

expense related to stock options for the six months ended June 30, 2022 and 2021 was $ 8,000 and $ 18,000 , respectively.

As of June 30, 2022, the compensation

expense for all unvested stock options in the amount of approximately $5,000 will be recognized in the Company’s results of operations

over a weighted average period of 0.09 years.

expense related to stock options for the nine months ended September 30, 2022 and 2021 was $ 13,000 and $ 29,000 , respectively.

As of September 30, 2022,

the compensation expense for all unvested stock options was recognized in the Company’s results of operations.

Compensation Expense Related to Equity Awards

The following table sets

forth total stock-based compensation expense for the three and six months ended June 30, 2022 and 2021, in thousands:

The following table sets forth

total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021, in thousands:

Schedule of stock based compensation expense

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

6 unchanged sentences

company developing a pipeline of novel immunotherapy drugs targeting key regulators of the immune response to cancer.

clinical development agreement, the companies are working to develop a T cell-based therapy using PH-762 and AgonOx’s

“double positive” TIL (“ DP TIL ”) technology.

Per the terms of the clinical development agreement, the

Company committed to make future payments of up to $ 4,000,000

clinical development agreement, the companies are working to develop a T cell-based therapy using the Company’s lead product

candidate, PH-762, and AgonOx’s “double positive” TIL (“ DP TIL ”) technology.

Per the terms of

the clinical development agreement, the Company committed to make future payments of up to $ 4,000,000

to reimburse AgonOx for expenses incurred to support a clinical trial with AgonOx’s DP TIL technology and PH-762.

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low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology.

There were no reimbursable

costs incurred by AgonOx under the clinical development agreement during the three and six months ended June 30, 2022 and 2021.

milestone or sales-based royalty payments from AgonOx have been received to date.

During the three and nine

months ended September 30, 2022 and 2021, the Company did no t incur research and development expense under the clinical development agreement.

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