4 unchanged sentences
Ri sk Factors.
−Removed: For a discussion of our risk factors, see “Part I, Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 7, 2025.
+Added: We require substantial additional capital to finance our operations.
+Added: If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our clinical and research and development programs, future commercialization efforts or other operations.
+Added: As of September 30, 2025, we had cash and cash equivalents of $4.0 million.
+Added: Based on our current operating plan, we believe that our existing cash and cash equivalents as of September 30, 2025, together with the proceeds received by us pursuant to the PPA in October 2025, will be sufficient to enable us to fund our operating expenses and capital expenditure requirements only into December 2025.
+Added: As a result, we will need additional capital to fund our operations, which we may obtain from additional equity or debt financings, strategic collaborations, licensing arrangements or other sources.
+Added: If we are unable to obtain sufficient funding on terms acceptable to us, on a timely basis or at all, we may be forced to delay, reduce or eliminate some or all of our research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business prospects, or we may be unable to continue operations.
+Added: We believe that our working capital as of September 30, 2025, together with the proceeds received by us pursuant to the PPA in October 2025, lack of revenue and recurring net losses raise substantial doubt about our ability to continue as a going concern.
+Added: For a discussion of our other risk factors, see “Part I, Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 7, 2025.
You should carefully consider the risks included in our Annual Report on Form 10-K, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.
1 unchanged sentence
Unreg istered Sales of Equity Securities and Use of Proceeds
−Removed: The Company made no unregistered sales of equity securities during the quarter covered by this report.
+Added: During the three months ended September 30, 2025, we sold 1,880,872 shares of our common stock to Yorkville, in satisfaction of an aggregate of $2.0 million of principal and accrued interest owed by us to Yorkville under our Pre-Paid Advance Agreement dated July 29, 2025.
+Added: All shares of common stock issued and sold to Yorkville were issued pursuant to Section 4(a)(2) of the Securities Act, as transactions not involving a public offering.
Defau lts Upon Senior Securities
3 unchanged sentences
Oth er Information
−Removed: During the six months ended June 30, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the nine months ended September 30, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.
5 unchanged sentences
Amended and Restated Bylaws, as amended.
+Added: Pre-Paid Advance Agreement, dated as of July 29, 2025, between the Registrant and YA II PN, Ltd.
+Added: (Incorporated by reference from Registrant’s Current Report on Form 8-K filed on July 30, 2025)
+Added: Standby Equity Purchase Agreement, dated as of July 29, 2025, between the Registrant and YA II PN, Ltd.
+Added: (Incorporated by reference from Registrant’s Current Report on Form 8-K filed on July 30, 2025)
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
Rein Therapeutics, Inc.
−Removed: August 14, 2025
+Added: November 14, 2025
/s/ Brian Windsor, Ph.D.
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 14, 2025
+Added: November 14, 2025
/s/ Timothy M.
2 unchanged sentences
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.