CERENOME, INC. 10-Q

Item 1 . Legal Proceedings None. Item 1A. Ris k Factors 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, 2024, which are incorporated herein by this reference, other than as set forth below. 34 The March 2025 Private Placement may result in an immediate trading halt or delisting of our shares of Common Stock from Nasdaq due to public interest concerns. Under Nasdaq Listing Rule 5101, Nasdaq has broad discretionary authority to terminate the listing of securities, subject to a timely-requested hearing, if it determines that continued listing is not in the public interest, even if the issuer is in compliance with Nasdaq’s enumerated listing criteria. The March 2025 Series A Warrants contain certain anti-dilution protection whereby, subject to certain exceptions, if the Company sells any shares of common stock (or securities convertible into or exercisable into common stock) at a price per share (or conversion or exercise price, as applicable) less than the exercise price of the March 2025 Series A Warrants then in effect, then the exercise price of the March 2025 Series A Warrants will be reduced to such lower price, but no lower than the Floor Price, and the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate exercise price will remain unchanged. The March 2025 Series A Warrants and March 2025 Series B Warrants contain exercise price reset and share combination event provisions that may result in a downward adjustment to the exercise price, subject to the Floor Price, and a corresponding increase in the number of shares of Common Stock issuable upon exercise therefor, such that the aggregate exercise price would remain unchanged. The March 2025 Series B Warrants contain an alternative cashless exercise provision, pursuant to which the March 2025 Series B Warrants can be exercised without cash payment to the Company and for three (3) times the number of shares of Common Stock issuable upon exercise for cash of the March 2025 Series B Warrants. As a result of such features, the number of shares of Common Stock issuable upon exercise of the March 2025 Series A Warrants and Series B warrants may increase significantly. As of the date of filing of this quarterly report on Form 10-Q, the 28,042,138 March 2025 Series A Warrants issued in the March 2025 Private Placement is exercisable for an aggregate of up to 84,645,187 shares of Common Stock. In addition, of the 28,042,138 March 2025 Series B Warrants issued in the March 2025 Private Placement, 2,248,080 warrants have been exercised into 16,257,428 shares of Common Stock, and the remaining March 2025 Series B Warrants is exercisable into 350,371,013 shares of Common Stock. If Nasdaq determines the terms of the March 2025 Private Placement raised public interest concerns due to the dilutive nature of the transaction, or any other reason, Nasdaq may issue a determination letter to delist our shares of Common Stock pursuant to its discretionary authority under Listing Rule 5101. In that event, even if we were to timely request a hearing with respect to Nasdaq’s determination to delist our shares of Common Stock, Nasdaq may still impose an immediate halt on the trading of our shares of Common Stock pursuant to Nasdaq Listing Rule 4120(a)(5) pending the outcome of such hearing. If trading in our shares of Common Stock were to be halted or if Nasdaq were to determine to delist our shares of Common Stock, investors in our securities could lose all or part of their investment and our ability to raise additional capital through the public or private sale of equity securities would be adversely affected. We could be delisted from Nasdaq for failure to comply with the Minimum Stockholders’ Equity Requirement, the Minimum Bid Requirement or other applicable continued listing requirements and standards of Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital. Our common stock is currently listed on The Nasdaq Capital Market. In order to maintain that listing, we must maintain compliance with Nasdaq's continued listing requirements and standards. There can be no assurances that we will be able to comply with the applicable listing requirements and standards of Nasdaq. Minimum Stockholders’ Equity Requirement In March 2024, we received notice from the Listing Qualifications staff of Nasdaq (the “Staff”), notifying us that we no longer maintained at least $2.5 million in stockholders’ equity, as required under Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”). On September 5, 2024, Nasdaq notified us that we had not regained compliance with the Minimum Stockholders’ Equity Requirement and that, as a result, unless we timely requested an appeal of this determination to a Nasdaq Hearings Panel (the “Panel”), Nasdaq would move to suspend trading of our common stock and to have our shares of common stock delisted from The Nasdaq Capital Market. The Company timely requested a hearing before the Panel, and the hearing was held on October 22, 2024. On October 30, 2024, Nasdaq provided us until March 4, 2025, to notify Nasdaq that we were in compliance with the Minimum Stockholders’ Equity Requirement. On March 7, 2025, the Company received notification from Nasdaq that it had regained compliance with the Minimum Stockholders’ Equity Requirement. Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), we will be subject to a Mandatory Panel Monitor until March 7, 2026. If the Staff finds we are again out of compliance with the Minimum Stockholders’ Equity Requirement before that date, we will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff would not be permitted to grant additional time for us to regain compliance with respect to that deficiency, nor would we be afforded an applicable cure or compliance period. Instead, the Staff would issue a “Delist Determination Letter” and we would have an opportunity to request a Nasdaq hearing panel regarding our continued listing. As disclosed in this Quarterly Report, our stockholders’ equity as of March 31, 2025 was below the Minimum 35 Stockholders’ Equity Requirement. Accordingly, we expect the Staff will issue a “Delist Determination Letter” and, once issued, we intend to request a hearing before a Nasdaq hearing panel regarding our continued listing with respect to the Minimum Stockholders’ Equity Requirement. Minimum Bid Requirement On May 16, 2025, we received notice from Nasdaq that, because the closing bid price for the our common stock has fallen below $1.00 per share for 30 consecutive business days, we no longer comply with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we are provided an initial compliance period of 180 calendar days, or until November 12, 2025, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to November 12, 2025. If we do not achieve compliance with the Minimum Bid Requirement by November 12, 2025, we may be eligible for an additional 180 calendar days to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other Nasdaq initial listing standards, with the exception of the Minimum Bid Requirement, and provide written notice of our intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Nasdaq staff determines that we will not be able to cure the deficiency, or if we are otherwise not eligible for such additional compliance period, Nasdaq will provide notice that our common stock will be subject to delisting. In the event we receive notice that our common stock is being delisted, Nasdaq rules permit us to appeal any delisting determination by the Nasdaq staff. Furthermore, any efforts we take to meet the Minimum Bid Requirement, including pursuing a reverse stock split, may not be sufficient. Potential Consequences of Delisting There is no assurance that we will be able to meet Nasdaq’s listing requirements or comply with the requisite Nasdaq requirements to maintain our listing of common stock on Nasdaq. In the event that our common stock is delisted from Nasdaq, as a result of our failure to comply with the Minimum Stockholders’ Equity Requirement or the Minimum Bid Requirement or as a result of our failure to continue to comply with any other requirement for continued listing on Nasdaq, and we are not able to list our securities on Nasdaq or any other national securities exchange, we could face significant material adverse consequences, including: • a decline of the market price of our common stock; • a limited availability of market quotations for our common stock; • reduced liquidity for our common stock; • a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; • a limited amount of news and analyst coverage for us; • a decreased ability to issue additional securities or obtain additional financing in the future; and • the incurring of additional costs under state blue sky laws in connection with any sales of our securities. As of the date of this Quarterly Report, we require additional funding to develop our product candidates, conduct future operations, and repay our outstanding debt obligations. If we are unable to obtain the funds necessary to do so because our common stock is not listed on any national securities exchange, we may be required to delay, scale back or eliminate our product development activities, and we may be unable to continue our business operations. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. In the event our common stock is delisted from Nasdaq, we may not be able to list our common stock on another national securities exchange or obtain quotation on an over-the-counter quotation system. Item 2. Unregistered Sal es of Equity Securities and Use of Proceeds 2(a): Unregistered Sales of Equity Securities and Use of Proceeds Information required by Item 701 of Regulation S-K as to all unregistered sales of equity securities of the Company during the period covered by this Quarterly Report has previously been included in Current Reports on Form 8-K filed with the SEC. 36 2(b): Use of Proceeds from Registered Securities None. 2(c): Purchases of Equity Securities None. 37 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 Certificate of Amendment to the Certificate of Incorporation, as amended 8-K 001-34375 Exhibit 3.1 05/02/2025 3.8 Amended and Restated Bylaws of Plus Therapeutics, Inc. 8-K 001-34375 Exhibit 3.1 09/21/2021 3.9 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock 8-K 001-34375 Exhibit 3.1 11/28/2017 3.10 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock 8-K 001-34375 Exhibit 3.1 07/25/2018 3.11 Certificate of Designation of Series F Preferred Stock, dated March 3, 2023 8-K 001-34375 Exhibit 3.1 03/03/2023 4.1 Description of Securities 10-K 001-34375 Exhibit 4.1 03/30/2020 4.2 Form of Common Stock Certificate 10-K 001-34375 Exhibit 4.33 03/09/2018 4.3 Form of Pre-Funded Warrant 8-K 001-34375 Exhibit 4.1 05/09/2024 4.4 Form of Series A Warrant (as amended and restated August 2024) 10-Q 011-34375 Exhibit 4.5 08/14/2024 4.5 Form of Series B Warrant (as amended and restated August 2024) 10-Q 011-34375 Exhibit 4.6 08/14/2024 4.6 Form of Amendment and Restatement of the May 2024 Series A Warrant 10-Q 011-34375 Exhibit 4.7 08/14/2024 4.7 Form of Amendment and Restatement of the May 2024 Series B Warrant 10-Q 011-34375 Exhibit 4.8 08/14/2024 38 4.8 Form of Pre-Funded Warrant 8-K 011-34375 Exhibit 4.1 02/18/2025 4.9 Form of Warrant issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 011-34375 Exhibit 4.2 02/18/2025 10.1 Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 001-34375 Exhibit 10.1 02/18/2025 10.2 Form of Secured Convertible Note for Funding Notes issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc. and the purchasers names therein 8-K 001-34375 Exhibit 10.2 02/18/2025 10.3 Form of Secured Convertible Note for Exchange Notes issued pursuant to the Securities Purchase and Exchange Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc. and the purchasers names therein 8-K 001-34375 Exhibit 10.3 02/18/2025 10.4 Security Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc., CNSide Diagnostics, LLC and Iroqouis Master Fund Ltd., as collateral agent for the purchasers names therein 8-K 001-34375 Exhibit 10.4 02/18/2025 10.5 Subsidiary Guarantee, dated as of February 13, 2025, by and among CNSide Diagnostics, LLC and the purchasers named therein 8-K 001-34375 Exhibit 10.5 02/18/2025 10.6 Registration Rights Agreement, dated February 13, 2025, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 001-34375 Exhibit 10.6 02/18/2025 10.7 Second Amendment to Securities Purchase Agreement, dated May 5, 2024, as amended on May 9, 2024, by and among Plus Therapeutics, Inc. and the purchasers named therein 8-K 001-34375 Exhibit 10.7 02/18/2025 10.8 Securities Purchase Agreement, dated as of March 4, 2025 8-K 001-34375 Exhibit 10.1 03/04/2025 10.9 Registration Rights Agreement, dated as of March 4, 2025 8-K 001-34375 Exhibit 10.2 03/04/2025 10.10 First Amendment to Securities Purchase and Exchange Agreement, dated as of March 4, 2025 8-K 001-34375 Exhibit 10.3 03/04/2025 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 39 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. 40 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 30, 2025 Marc H. Hedrick President & Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) By: /s/ Andrew Sims Dated: May 30, 2025 Andrew Sims Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer) 1