What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-08-10 · 190 added, 177 removed, 305 unchanged (55% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per

September 30,

Current assets:

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Series D Preferred Stock, $ 0.0001 par value;

0 and 1 shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022, respectively

0 and 1 shares authorized, issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Stockholders’ equity:

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

1,985,211 and 1,139,024 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

2,307,385 and 1,139,024 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

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(Amounts in thousands, except share data)

D Preferred Stock

For the Three and Six Months Ended June

For the Three and Nine Months

Series D Preferred Stock

Ended September 30, 2023

Balance at December 31, 2022

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$ ( 134,531 )

For the Three and Six Months Ended June

D Preferred Stock

Issuance of common stock upon exercise of warrants

Issuance of common stock upon vesting of restricted stock units

Shares withheld for payroll taxes

Stock-based compensation expense

Balance at September 30, 2023

$ ( 137,311 )

For the Three and Nine Months Ended

Series D Preferred Stock

September 30, 2022

Balance at December 31, 2021

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$ ( 122,073 )

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 )

The accompanying notes are an integral part of

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(Amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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The following table provides a reconciliation of cash and restricted

cash reported within the consolidated balance sheets to the totals above:

cash reported within the condensed consolidated balance sheets to the totals above:

September 30,

Restricted cash

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Phio Pharmaceuticals Corp.

or the “ Company ”) is a clinical stage biotechnology company whose proprietary INTASYL™ self-delivering RNAi technology

platform is designed to make immune cells more effective in killing tumor cells.

Phio is developing therapeutics that are designed to

leverage INTASYL to precisely target specific proteins that reduce the body’s ability to fight cancer, without the need for specialized

formulations or drug delivery systems.

Effective January 26, 2023, the Company completed

a 1-for-12 reverse stock split of the Company’s outstanding common stock, including reclassifying an amount equal to the reduction

in par value to additional paid-in capital.

The reverse stock split did not reduce the number of authorized shares of the Company’s

common or preferred stock.

All share and per share amounts have been adjusted to give effect to the reverse stock split.

(“ Phio ” or the “ Company ”) is a clinical stage biotechnology company whose proprietary INTASYL™

self-delivering RNAi technology platform is designed to make immune cells more effective in killing tumor cells.

Phio is developing therapeutics

that are designed to leverage INTASYL to precisely target specific proteins that reduce the body’s ability to fight cancer, without

the need for specialized formulations or drug delivery systems.

Effective January 26, 2023,

the Company completed a 1-for-12 reverse stock split of the Company’s outstanding common stock, including reclassifying an amount

equal to the reduction in par value to additional paid-in capital.

The reverse stock split did not reduce the number of authorized shares

of the Company’s common or preferred stock.

All share and per share amounts have been adjusted to give effect to the reverse stock

Principles of Consolidation

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Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited

and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”).

information and footnote disclosures that are included in the Company’s annual consolidated financial statements, but that are not

required for interim reporting purposes, have been condensed or omitted.

Additionally, the Company made adjustments to the outstanding

stock option and unvested restricted stock unit balances, and related per share amounts, at December 31, 2022 to reflect final revisions

to these outstanding equity awards as a result of the Company’s reverse stock split.

The adjustment had no effect on the Company’s

condensed consolidated financial statements.

These statements 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, 2022, as filed

with the Securities and Exchange Commission (the “ SEC ”) on March 22, 2023 (the “ 2022 Form 10-K ”).

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of the

condensed consolidated financial statements have been included.

Interim results are not necessarily indicative of results for a full year.

The accompanying condensed

consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in

the United States (“ GAAP ”).

Certain information and footnote disclosures that are included in the Company’s annual

consolidated financial statements, but that are not required for interim reporting purposes, have been condensed or omitted.

Additionally,

the Company made adjustments to the outstanding stock option and unvested restricted stock unit balances, and related per share amounts,

at December 31, 2022 to reflect final revisions to those outstanding equity awards as a result of the Company’s reverse stock split.

The adjustment had no effect on the Company’s condensed consolidated financial statements.

These statements 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, 2022, as filed with the Securities and Exchange Commission (the “ SEC ”) on March

22, 2023 (the “ 2022 Form 10-K ”).

In the opinion of management, all adjustments (including normal recurring accruals)

considered necessary for a fair presentation of the condensed consolidated financial statements have been included.

Interim results are

not necessarily indicative of results for a full year.

Use of Estimates

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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 the valuation allowance on the Company’s deferred tax assets.

related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, and the valuation allowance on the Company’s deferred tax assets.

On an ongoing basis the Company evaluates its estimates

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Collaboration Agreement

In March 2021, the

Company entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development Agreement ”)

with AgonOx, a private company developing a pipeline of novel immunotherapy drugs targeting key regulators of the immune response to

Under the Clinical Co-Development Agreement, Phio and AgonOx are working to develop a T cell-based therapy using the

Company’s lead product candidate, PH-762, and AgonOx’s “double positive” tumor infiltrating lymphocytes

(“ DP TIL ”) technology.

Per the terms of the Clinical Co-Development Agreement, the Company committed to provide

financial support for development costs of up to $ 4,000,000

to AgonOx for expenses incurred to conduct a Phase 1 clinical trial of PH-762 treated DP TIL in patients with advanced melanoma and

other advanced solid tumors.

In March 2021, the Company

entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development Agreement ”) with AgonOx,

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

the Clinical Co-Development Agreement, Phio and AgonOx are working to develop a T cell-based therapy using the Company’s lead product

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

Per the terms of the Clinical Co-Development Agreement, the Company committed to provide financial support for development costs of up

to $ 4,000,000 to AgonOx for expenses incurred to conduct a Phase 1 clinical trial of PH-762 treated DP TIL in patients with advanced melanoma

and other advanced solid tumors.

The Company will recognize

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royalty payments from AgonOx’s licensing of its DP TIL technology.

The Company recognized

approximately $ 181,000

and $ 300,000

of expense in connection with these efforts during the three and six months ended June 30, 2023, respectively.

expense under the Clinical Co-Development Agreement was recognized during the three and six months ended June 30, 2022.

The Company recognized approximately

$ 606,000 and $ 906,000 of expense in connection with these efforts during the three and nine months ended September 30, 2023, respectively.

No expense under the Clinical Co-Development Agreement was recognized during the three and nine months ended September 30, 2022.

There is approximately $ 2,964,000

of remaining costs not yet incurred under the Clinical Co-Development Agreement as of June 30, 2023.

of remaining costs not yet incurred under the Clinical Co-Development Agreement as of September 30, 2023.

Fair Value of Financial Instruments

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at the measurement date.

At June 30, 2023 and

December 31, 2022, 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 events.

At September 30, 2023 and

December 31, 2022, the Company categorized its restricted cash of $ 50,000 as Level 2 hierarchy.

Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s

corporate credit cards.

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

The carrying amounts of cash,

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The lease for the Company’s

corporate headquarters represents all of our significant lease obligations.

corporate headquarters represents all of its significant lease obligations.

The amounts reported in the condensed consolidated balance

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Schedule of lease and supplemental balance sheet information

June 30, 2023

September 30, 2023

December 31, 2022

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Operating lease costs included

in operating expense were $ 33,000 for the

three months ended June 30, 2023 and 2022.

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

for the six months ended June 30, 2023 and 2022.

in operating expense were $ 33,000 for the three months ended September 30, 2023 and 2022.

Operating lease costs included in operating

expense were $ 99,000 for the nine months ended September 30, 2023 and 2022.

Cash paid for the amounts

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within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements of cash flows

was $ 35,000 and $ 34,000 for the three months ended June 30, 2023 and 2022, respectively.

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 flow was $ 69,000 and $ 67,000 for the six months ended June 30, 2023 and 2022, respectively.

was $ 35,000 and $ 34,000 for the three months ended September 30, 2023 and 2022, respectively.

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 flow was $ 104,000

and $ 101,000 for the nine months ended September 30, 2023 and 2022, respectively.

Future lease payments for

the Company’s non-cancellable operating lease and a reconciliation to the carrying amount of the operating lease liability presented

in the condensed consolidated balance sheet as of June 30, 2023 is as follows, in thousands:

in the condensed consolidated balance sheet as of September 30, 2023 is as follows, in thousands:

Schedule of future minimum lease payments

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Preferred Stock

The Company has

authorized up to 10,000,000 shares of preferred stock, $ 0.0001 par value per share, for issuance.

The Company’s Board of

Directors (the “ Board ’) is authorized under the Company’s Amended and Restated Articles of Incorporation

(as may be amended and/or restated from time to time, the “ Amended Certificate ”), to designate the authorized

preferred stock into one or more series and to fix and determine such rights, preferences, privileges and restrictions of any series

of preferred stock, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences,

as shall be determined by the Board upon its issuance.

The Company has authorized

up to 10,000,000 shares of preferred stock, $ 0.0001 par value per share, for issuance.

The Company’s Board of Directors (the “ Board ’)

is authorized under the Company’s Amended and Restated Articles of Incorporation (as may be amended and/or restated from time to

time, the “ Amended Certificate ”), to designate the authorized preferred stock into one or more series and to fix and

determine such rights, preferences, privileges and restrictions of any series of preferred stock, including voting rights, dividend rights,

conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Board upon its issuance.

On November 16, 2022,

the Company issued and sold one share of the Company’s Series D Preferred Stock, par value $0.0001 per

share (the “ Series D Preferred Stock ”) to Robert Bitterman, then its interim Executive Chairman and current Chief

Executive Officer, for $ 1,750 .

the Company issued and sold one

share of the Company’s Series D Preferred Stock, par value $ 0.0001 per share (the “ Series D Preferred

Stock ”) to Robert Bitterman, then its interim Executive Chairman and current Chief Executive Officer, for $ 1,750 .

The Series D Preferred Stock was entitled to 17,500,000 votes per share exclusively with respect to any proposal to amend the

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was redeemed in whole on January 4, 2023, upon the approval by the Company’s stockholders of a Reverse Stock Split, such that, at

June 30, 2023, there were no shares of Series D Preferred Stock authorized, issued or outstanding and all of the Company’s authorized

shares of preferred stock were undesignated.

September 30, 2023, there were no shares of Series D Preferred Stock authorized, issued or outstanding and all of the Company’s

authorized shares of preferred stock were undesignated.

Stockholders’ Equity

Financing — On April 20, 2023, the Company completed a registered direct offering and a concurrent private placement of a

registered shares of the Company’s common stock at a purchase price per share of $ 5.65 ,

unregistered five and one-half year term Series A warrants to purchase up to 353,983

shares of common stock at an exercise price of $ 5.40

per share and unregistered eighteen month term Series B warrants to purchase up to 353,983

shares of common stock at an exercise price of $ 5.40

per share (collectively, the “ April 2023 Financing ”).

In addition, the Company issued unregistered warrants to

the placement agent, H.C.

Wainwright & Co., LLC (“ HCW ”), in the April 2023 Financing to purchase a total of 26,549

shares of common stock at an exercise price of $ 7.0625

Net proceeds to the Company from the April 2023 Financing were $ 1,538,000

after deducting placement agent fees and offering expenses.

April 2023 Financing

— On April 20, 2023, the Company completed a registered direct offering and a concurrent private placement of a total of:

registered shares of the Company’s common stock at a purchase price per share of $ 5.65 , unregistered five and one-half year term

Series A warrants to purchase up to 353,983 shares of common stock at an exercise price of $ 5.40 per share and unregistered eighteen month

term Series B warrants to purchase up to 353,983 shares of common stock at an exercise price of $ 5.40 per share (collectively, the “ April

2023 Financing ”).

In addition, the Company issued unregistered warrants to the placement agent, H.C.

Wainwright & Co., LLC

(“ HCW ”), in the April 2023 Financing to purchase a total of 26,549 shares of common stock at an exercise price of $ 7.0625

Net proceeds to the Company from the April 2023 Financing were $ 1,538,000 after deducting placement agent fees and offering

In connection with the April

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The Company assessed

the amendments to the exercise price of the warrants under ASC Topic 815, “ Derivatives and Hedging ” (“ ASC

the amendments to the exercise price of the warrants under the FASB ASC Topic 815, “ Derivatives and Hedging ” (“ ASC

815 ”) and determined that the amendment to the exercise price was completed in connection with and contingent on the close of

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issuance cost and recorded in additional paid in capital per ASC 815.

Financing – On June 2, 2023, the Company completed a registered direct offering and a concurrent private placement of a

registered shares and 72,000

unregistered shares of the Company’s common stock each at a purchase price per share of $ 4.28 ,

unregistered pre-funded warrants to purchase up to an aggregate of 628,935

shares of common stock at a purchase price per share of $ 4.279

and with an exercise price of $ 0.001

per share, unregistered five and one-half year term Series A warrants to purchase up to an aggregate of 934,581

shares of common stock at an exercise price of $ 4.03

per share and unregistered eighteen month term Series B warrants to purchase up to an aggregate of 934,581

shares of common stock at an exercise price of $ 4.03

per share (collectively, the “ June 2023 Financing ”).

In addition, the Company issued unregistered warrants to the

placement agent, HCW, in the June 2023 Financing to purchase a total of 70,094

shares of common stock at an exercise price of $ 5.35

June 2023 Financing

— On June 2, 2023, the Company completed a registered direct offering and a concurrent private placement of a total of:

registered shares and 72,000 unregistered shares of the Company’s common stock each at a purchase price per share of $ 4.28 , unregistered

pre-funded warrants to purchase up to an aggregate of 628,935 shares of common stock at a purchase price per share of $ 4.279 and with

an exercise price of $ 0.001 per share, unregistered five and one-half year term Series A warrants to purchase up to an aggregate of 934,581

shares of common stock at an exercise price of $ 4.03 per share and unregistered eighteen month term Series B warrants to purchase up to

an aggregate of 934,581 shares of common stock at an exercise price of $ 4.03 per share (collectively, the “ June 2023 Financing ”).

In addition, the Company issued unregistered warrants to the placement agent, HCW, in the June 2023 Financing to purchase a total of 70,094

shares of common stock at an exercise price of $ 5.35 per share.

Net proceeds to the Company from the June 2023 Financing were $ 3,510,000

after deducting placement agent fees and offering expenses.

The Company first assessed the warrants in the

April 2023 Financing and June 2023 Financing under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ” (“ ASC

480 ”) to determine whether they were within the scope of ASC 480.

As there were no instances outside of the Company’s

control that could require cash settlement, the Company’s warrants issued in the April 2023 Financing and June 2023 Financing

were determined to be outside the scope of ASC 480.

Company then applied and followed the applicable accounting guidance in the FASB ASC Topic 815, “ Derivatives and Hedging.

Financial instruments are accounted for as either derivative liabilities or equity instruments depending on the specific terms of the

The warrants issued in the April 2023 Financing and June 2023 Financing did not meet the definition of a derivative instrument

as they are indexed to the Company’s common stock and classified within stockholders’ equity.

Based on this determination,

the warrants issued in the April 2023 Financing and June 2023 Financing were classified within stockholders’ equity.

During the six months ended June 30, 2023, shares

of common stock issued related to exercises from the pre-funded warrants issued in the June 2023 Financing totaled 175,000 .

realized proceeds of $ 175 from the exercises of the pre-funded warrants.

There were no warrants exercised during the six months ended

June 30, 2022.

The Company first assessed

the warrants in the April 2023 Financing and June 2023 Financing under the FASB ASC Topic 480, “ Distinguishing Liabilities from

Equity ” (“ ASC 480 ”) to determine whether they were within the scope of ASC 480.

As there were no instances

outside of the Company’s control that could require cash settlement, the Company’s warrants issued in the April 2023

Financing and June 2023 Financing were determined to be outside the scope of ASC 480.

Company then applied and followed the applicable accounting guidance in ASC Topic 815 .

Financial instruments are accounted for

as either derivative liabilities or equity instruments depending on the specific terms of the agreement.

The warrants issued in the April

2023 Financing and June 2023 Financing did not meet the definition of a derivative instrument as they are indexed to the Company’s

common stock and classified within stockholders’ equity.

Based on this determination, the warrants issued in the April 2023 Financing

and June 2023 Financing were classified within stockholders’ equity.

During the three and nine

months ended September 30, 2023, shares of common stock issued related to exercises from the pre-funded warrants issued in the June 2023

Financing totaled 320,290 and 495,290 , respectively.

The Company realized proceeds of $ 320 and $ 495 , respectively, from the exercises

of the pre-funded warrants.

There were no warrants exercised during the three and nine months ended September 30, 2022.

The following table summarizes the Company’s

outstanding warrants, all of which are classified as equity instruments, at June 30, 2023:

outstanding warrants, all of which are classified as equity instruments, at September 30, 2023:

Summary of outstanding warrants

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Outstanding at December 31, 2022

Outstanding at June 30, 2023

The Company’s

outstanding warrants expire at various dates between October 2023 and December 2028.

Outstanding at September 30, 2023

The Company’s outstanding warrants as of

September 30, 2023 expire at various dates between October 2023 and December 2028.

Stock-based Compensation

In July 2023, the Company’s

stockholders approved an amendment to the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) to increase the

number of shares authorized for issuance thereunder by 125,500 shares.

Restricted Stock Units

Restricted stock units (“ RSUs ”)

are issued under the Company’s 2020 Long-Term Incentive Plan (the “ 2020 Plan ”) or as inducement grants issued

outside of the 2020 Plan to new employees.

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

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

Employee RSU recipients may elect

to net share settle upon vesting, in which case the Company pays the employee’s income taxes due upon vesting and withholds a number

of shares of equal value.

The fair value of the RSUs awarded are based upon the Company’s closing stock price at the grant date

and are expensed over the requisite service period.

are issued under the Company’s 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees.

RSUs are generally

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

Upon vesting, each outstanding RSU will be settled for

one share of the Company’s common stock.

Employee RSU recipients may elect to net share settle upon vesting, in which case the

Company pays the employee’s income taxes due upon vesting and withholds a number of shares of equal value.

The fair value of the

RSUs awarded are based upon the Company’s closing stock price at the grant date and are expensed over the requisite service period.

The following table summarizes the activity of

the Company’s RSUs for the six months ended June 30, 2023:

the Company’s RSUs for the nine months ended September 30, 2023:

Summary of RSU activity

Grant Date Fair Value

Unvested units at December 31, 2022

Unvested units at June 30, 2023

The weighted-average fair

value of RSUs granted during the six months ended June 30, 2023 and 2022 was $ 5.24 and $ 10.32 , respectively.

There were no RSU grants

during the three months ended June 30, 2023 and 2022.

Unvested units at September 30, 2023

There were no RSU grants during

the three months ended September 30, 2023.

The weighted-average fair value of RSUs granted during the nine months ended September 30,

2023 was $ 5.24 .

The weighted-average fair value of RSUs granted during the three and nine months ended September 30, 2022 was $ 9.00 and

$ 10.32 , respectively.

Stock-based compensation expense

related to RSUs was $ 89,000 and $ 294,000 for the three and nine months ended September 30, 2023, respectively.

Stock-based compensation

expense related to RSUs was $ 94,000

and $ 205,000

for the three and six months ended June 30, 2023, respectively.

Stock-based compensation expense related to RSUs was $ 82,000

and $ 261,000

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

expense related to RSUs was $ 98,000 and $ 359,000 for the three and nine months ended September 30, 2022, respectively.

The aggregate fair value of

awards that vested during the six months ended June 30, 2023 and 2022 was $ 95,000 and $ 128,000 , respectively, which represents the market

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

awards that vested during the nine months ended September 30, 2023 and 2022 was $ 100,000 and $ 138,000 , respectively, which represents

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

Stock Options

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The expected life assumption used

for option grants was based upon the simplified method provided for under ASC 718.

The dividend yield assumption was based upon the fact

that the Company has never paid cash dividends and presently has no intention of paying cash dividends.

for option grants was based upon the simplified method provided for under the FASB ASC Topic 718, “ Compensation – Stock

Compensation ”.

The dividend yield assumption was based upon the fact that the Company has never paid cash dividends and presently

has no intention of paying cash dividends.

The following table summarizes the activity of

the Company’s stock options for the six months ended June 30, 2023:

the Company’s stock options for the nine months ended September 30, 2023:

Summary of stock option activity

Balance at December 31, 2022

Balance at June 30, 2023

Exercisable at June 30, 2023

Stock-based compensation

expense related to stock options for the three and six months ended June 30, 2022 was $ 1,000

and $ 8,000 ,

respectively.

As of December 31, 2022, the compensation expense for all unvested stock options had been recognized in the Company’s

results of operations.

Balance at September 30, 2023

Exercisable at September 30, 2023

Stock-based compensation expense

related to stock options for the three and nine months ended September 30, 2022 was $ 5,000 and $ 13,000 , respectively.

As of September

30, 2022, the compensation expense for all unvested stock options had been 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, 2023 and 2022, in thousands:

forth total stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022, in thousands:

Schedule of stock based compensation expense

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

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The weighted average number

of common shares outstanding as of June 30, 2023 includes the pre-funded warrants issued in connection with the June 2023 Financing, the

exercise of which requires nominal consideration for the delivery of the shares of common 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:

of common shares outstanding as of September 30, 2023 includes the pre-funded warrants issued in connection with the June 2023 Financing,

the exercise of which requires nominal consideration for the delivery of the shares of common 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,

Stock options

Unvested restricted stock units

__________________

1 The weighted average number of common shares outstanding

as of June 30, 2023 includes the pre-funded warrants issued in the June 2023 Financing because the exercise of such warrants requires

as of September 30, 2023 includes pre-funded warrants issued in the June 2023 Financing because the exercise of such warrants requires

only nominal consideration.

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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