CERENOME, INC. 10-Q

Item 1 . Legal Proceedings None. Item 1A. Ris k Factors We have been notified by Nasdaq of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our common stock could be delisted from Nasdaq. Our common stock is currently listed on Nasdaq. In order to maintain that listing, we must satisfy continued listing requirements and standards. There can be no assurances that we will be able to comply with the applicable listing standards of Nasdaq. On March 8, 2024, we received the Notice from Nasdaq, notifying us that we no longer complied with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on Nasdaq or the Alternative Requirements. The Notice states that our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, disclosed stockholders’ equity of ($1.3 million) as of December 31, 2023, and that, as of March 8, 2024, we did not meet the Alternative Standards. On April 22, 2024, we provided Nasdaq with our plan to achieve and sustain compliance with the stockholders’ equity requirement and requested that Nasdaq grant us an extension of time until September 4, 2024, to provide evidence of compliance with the stockholders’ equity requirement. Nasdaq has not yet responded to our plan, and there can be no assurance that Nasdaq will grant an extension or that we will be able to comply with the applicable listing standards of Nasdaq. In the event that our common stock is delisted from Nasdaq, as a result of our failure to comply with the stockholders’ equity requirement, or as a result of Nasdaq not granting us an extension or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, we may have to pursue trading on a less recognized or accepted market, such as the over the counter markets, our stock may be traded as a “penny stock,” which would make transactions in our stock more difficult and cumbersome, and we may be unable to access capital on favorable terms or at all, as companies trading on alternative markets may be viewed as less attractive investments with higher associated risks, such that existing or prospective institutional investors may be less interested in, or prohibited from, investing in our common stock. This may also cause the market price of our common stock to decline. We may issue additional shares of common stock or other equity securities without our stockholder approval, and holders of warrants and other securities convertible into shares of our common stock may choose to exercise their warrants and other securities requiring us to issue shares of common stock; all of these actions would dilute your ownership interest and may depress the market price of our common stock. In May 2024, we entered into a securities purchase agreement with certain investors, including certain of the Company’s directors and executive officers, and issued and sold in a private placement: (i) an aggregate of 3,591,532 shares of common stock (or in lieu of shares of common stock, Pre-Funded Warrants), and (ii) Warrants to purchase up to 7,183,064 shares of common stock. If these Warrants are exercised, it will result in significant dilution to our stockholders. In the alternative, these Warrants may not be exercised, in which event 29 we are likely to seek alternative sources of financing to continue the clinical development of our product candidates. Please see Note 12 for further information regarding the May 2024 Private Placement and the terms of the Warrants. In addition, outstanding securities convertible into our shares of common stock may be exercised and restricted stock units may vest resulting in the issuance of additional shares of common stock, which will result in further dilution to our stockholders. Significant additional capital may be needed in the future to continue our planned operations, including further development of our product candidates, preparing IND or equivalent filings, conducting preclinical studies and clinical trials, commercialization efforts, expanded research and development activities and costs associated with operating a public company. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our shares of common stock. We may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances. The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: • existing stockholders’ proportionate ownership interest in us will decrease; • the relative voting strength of each previously outstanding common stock may be diminished; and • the market price of the common stock may decline. Other than the risk factors set forth above, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023. Item 2. Unregistered Sal es of Equity Securities and Use of Proceeds 2(a): Unregistered Sales of Equity Securities and Use of Proceeds None. 2(b): Use of Proceeds from Registered Securities None. 2(c): Purchases of Equity Securities The following table provides certain information with respect to the Company’s purchases of the Company’s common stock for the three months ended March 31, 2024: Company Purchases of Common stock Period Total number of shares purchased Average price paid per share Approximate dollar value of shares that may yet be purchased under plan or programs (1) January 1, 2024 through January 31, 2024 102,194 $ 2.02 $ 157,000 February 1, 2024 through February 29, 2024 77,062 $ 1.96 $ 1,000 March 1, 2024 through March 31, 2024 610 $ 2.01 $ 0 Total 179,866 $ 1.99 $ 0 (1) On October 31, 2023, the Company announced that the Board authorized a $500,000 a share repurchase program (the “Share Repurchase Program”). Repurchases are funded from available cash and may be made at management’s discretion from time to time. As of March 31, 2024, there was no remaining amount available for future share repurchases under the Share Repurchase Program. The repurchase authorization will expire on October 31, 2024. Refer to Note 10. Stockholders’ Equity in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Share Repurchase Program. 30 Item 6. Exhibits EXHIBIT INDEX PLUS THERAPEUTICS, INC. Exhibit Number Exhibit Title Filed with this Form 10-Q Incorporated by Reference Form File No. Date Filed 3.1 Composite Certificate of Incorporation 10-K 001-34375 Exhibit 3.1 03/11/2016 3.2 Certificate of Amendment to Amended and Restated Certificate 8-K 001-34375 Exhibit 3.1 05/10/2016 3.3 Certificate of Amendment to Amended and Restated Certificate 8-K 001-34375 Exhibit 3.1 05/23/2018 3.4 Certificate of Amendment to Amended and Restated Certificate 8-K 001-34375 Exhibit 3.1 07/29/2019 3.5 Certificate of Amendment to Amended and Restated Certificate 8-K 001-34375 Exhibit 3.1 08/06/2019 3.6 Certificate of Amendment to Amended and Restated Certificate 8-K 001-34375 Exhibit 3.1 04/28/2023 3.7 Amended and Restated Bylaws of Plus Therapeutics, Inc. 8-K 001-34375 Exhibit 3.1 09/21/2021 3.8 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock 8-K 001-34375 Exhibit 3.1 11/28/2017 3.9 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock 8-K 001-34375 Exhibit 3.1 07/25/2018 3.10 Certificate of Designation of Series F Preferred Stock, dated March 3, 2023 8-K 001-34375 Exhibit 3.1 03/03/2023 4.1 Form of Series U Warrant S-1/A 333-229485 Exhibit 4.37 09/16/2019 4.2 Form of Warrant Amendment Agreement 8-K 001-34375 Exhibit 4.1 04/23/2020 4.3 Form of Underwriters' Warrant Amendment Agreement 8-K 001-34375 Exhibit 4.1 10/05/2020 4.4 Form of Pre-Funded Warrant 8-K 001-34375 Exhibit 4.1 05/09/2024 4.5 Form of Series A Warrant 8-K 001-34375 Exhibit 4.2 05/09/2024 4.6 Form of Series B Warrant 8-K 001-34375 Exhibit 4.3 05/09/2024 10.1 Securities Purchase Agreement, dated May 5, 2024, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 001-34375 Exhibit 10.1 05/09/2024 31 10.2 First Amendment to Securities Purchase Agreement, dated May 8, 2024, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 001-34375 Exhibit 10.2 05/09/2024 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certifications Pursuant to 18 U.S.C. Section 1350/ Securities Exchange Act Rule 13a-14(b), as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Schema Document X 101.CAL Inline XBRL Calculation Linkbase Document X 101.DEF Inline XBRL Definition Linkbase Document X 101.LAB Inline XBRL Label Linkbase Document X 101.PRE Inline XBRL Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X * In accordance with Item 601(b)(32)(ii) of Regulation S‑K and SEC Release No. 34‑47986, the certifications furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10‑Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the Company specifically incorporates it by reference. 32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLUS THERAPEUTICS, INC. By: /s/ Marc H. Hedrick Dated: May 15, 2024 Marc H. Hedrick President & Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) By: /s/ Andrew Sims Dated: May 15, 2024 Andrew Sims Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer) 1