CERENOME, INC. 10-Q

Item 1A. Risk Factors For a discussion of certain factors that could materially affect our business, financial condition, and operating results or that could cause actual results to differ materially from the results described in or implied by the forward-looking statements in this Quarterly Report on Form 10-Q, in addition to the information in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully review and consider the information under “Part I, Item 1A- Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. The risk factors below are in addition to and supplement (and with respect to certain matters, update) the risk factors discussed in our Annual Report on Form 10-K. Other than as set forth below, there have been 23 no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 20 2 1 . We could be delisted from Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital. Nasdaq requires listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders. On May 24, 2022, we received notice from Nasdaq that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer complied with the minimum bid price requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq’s notice had 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 21, 2022, 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 21, 2022. If we do not achieve compliance with the Minimum Bid Requirement by November 21, 2022, 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. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement or maintain compliance with the other listing requirements. If, for any reason, Nasdaq were to delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders: • the liquidity and marketability of our common stock; • the market price of our common stock; • our ability to obtain financing for the continuation of our operations; • the number of institutional and general investors that will consider investing in our common stock; • the number of market makers in our common stock; • the availability of information concerning the trading prices and volume of our common stock; and • the number of broker-dealers willing to execute trades in shares of our common stock. In addition, if we cease to be eligible to trade 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 further decline. 24 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 Amended and Restated Bylaws of Plus Therapeutics, Inc. 8-K 001-34375 Exhibit 3.1 09/21/2021 10.1 Plus Therapeutics, Inc. 2020 Stock Incentive Plan, as amended 8-K 001-34375 Exhibit 10.1 05/20/2022 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 25 * 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. 26 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: July 21, 2022 Marc H. Hedrick President & Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) By: /s/ Andrew Sims Dated: July 21, 2022 Andrew Sims Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer) 27