Item 5. Other Information
Item 5. Other Information
On October 28, 2025, the Company entered into an amendment to the Letter Agreement and the Support Letters with certain March 2025 Private Placement Purchasers (the “Amendment Agreement”), pursuant to which (a) the Support Letters were terminated other than with respect to the participation rights granted therein, and (b) the repayment mechanism under the Letter Agreement was modified. As modified, the Company is no longer required to use 90% of the proceeds from any subsequent financing to repay the March 2025 Private Placement Purchasers. Instead, the Company is only required to retain sufficient funds in an interest bearing account to cover such repayment obligations and make such repayments upon request by any March 2025 Private Placement Purchaser who executed the Amendment Agreement until each such purchaser has received cash either from the Company or from reselling securities acquired in the March 2025 Private Placement in an amount equal to 115% of the purchase price such purchaser paid in the March 2025 Private Placement. If such requests are made, the requesting purchaser must return shares acquired in the March 2025 Private Placement at a value of $0.66 per share. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
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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
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 Amendment and Restatement of the May 2024 Series A Warrant
10-Q
011-34375
Exhibit 4.7
08/14/2024
4.5
Form of Amendment and Restatement of the May 2024 Series B Warrant
10-Q
011-34375
Exhibit 4.8
08/14/2024
4.6
Form of Pre-Funded Warrant
8-K
011-34375
Exhibit 4.1
02/18/2025
4.7
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
001-34375
Exhibit 4.2
02/18/2025
4.8
Form of Pre-Funded Warrant
8-K
001-34375
Exhibit 4.1
03/04/2025
4.9
Form of Amended March 2025 Series B Warrant
8-K
001-34375
Exhibit 4.1
06/17/2025
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Table of Contents
10.1
Form of Support Letter, dated July 11, 2025, by and between Plus Therapeutics, Inc. and certain holders
S-1
333-289526
Exhibit 10.41
08/12/2025
10.2
Amended & Restated 2020 Stock Incentive Plan, amended August 7, 2025
X
10.3
Form of Amendment Agreement, dated October 28, 2025
X
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-1.04(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 Taxonomy Extension Schema With Embedded Linkbase Documents
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 Exhibits 31.1, 31.2 and 32.1 hereto are 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 them by reference.
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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: October 30, 2025
Marc H. Hedrick
President & Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)
By:
/s/ Andrew Sims
Dated: October 30, 2025
Andrew Sims
Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)
43
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.