What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 158 added, 43 removed, 253 unchanged (44% of the section changed)

8 unchanged sentences

Accounts receivable, net 243 95

Prepaid expenses 346 388

Prepaid expenses and other current assets 464 388

Inventory, net 899 795

9 unchanged sentences

Current portion of operating lease liability 101 217

Current portion of note payable 34 33

Current portion of notes payable 39 33

Deferred revenue 15 18

Total current liabilities 761 786

Note payable, less current portion 147 156

Notes payable, less current portion 162 156

Total liabilities 923 942

2 unchanged sentences

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 5,144,632 shares and 5,140,024 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 515,340 shares and 514,003 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 136,442 136,263

6 unchanged sentences

(In thousands, except shares and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Revenues, net $ 459 $ 305 $ 874 $ 538

9 unchanged sentences

Interest expense ( 5 ) — ( 9 ) —

Miscellaneous income 1 — 1 —

Other income, net 18 7 29 15

6 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

6 unchanged sentences

Accounts receivable ( 150 ) 71

Prepaid expenses 42 28

Prepaid expenses and other current assets ( 76 ) 92

Inventory ( 104 ) 88

8 unchanged sentences

Cash flows from financing activities:

Proceeds from issuances of common stock, net — 1,210

Proceeds from issuance of notes payable 25 —

Repayments of notes payable ( 17 ) —

1 unchanged sentence

Payment of employee withholding taxes related to share based awards — ( 11 )

Net cash used in financing activities ( 2 ) ( 11 )

Net cash provided by financing activities 14 1,199

Decrease in cash and cash equivalents ( 3,443 ) ( 2,579 )

2 unchanged sentences

Supplemental cash flow information is as follows:

Cash paid for interest $ 4 $ —

Cash paid for income taxes $ — $ —

Interest paid $ 9 $ —

Income taxes paid $ — $ —

Non-cash investing and financing activities:

Note payable incurred for the purchase of certain equipment $ 4 $ —

See accompanying notes to condensed financial statements.

8 unchanged sentences

We have developed and are commercializing a global, proprietary technology for managing animal pest populations, initially rat populations, through fertility control.

Our first product is known as ContraPest ® .

ContraPest is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide.

Our current products are known as ContraPest ® and Evolve TM .

Our initial product was ContraPest, which is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide and triptolide.

ContraPest limits reproduction of male and female rats beginning with the first breeding cycle following consumption.

1 unchanged sentence

In addition to the U.S.

Environmental Protection Agency registration of ContraPest, we must obtain registration from the various state regulatory agencies prior to selling in each state.

Environmental Protection Agency (“EPA”) registration of ContraPest, we must obtain registration from the various state regulatory agencies prior to selling in each state.

To date, we have received registration for ContraPest in all 50 states and the District of Columbia, 49 of which have approved the removal of the Restricted Use designation, as well as the District of Columbia and five major U.S.

In November 2023, we launched our latest product Evolve TM , a soft bait containing the active ingredient cottonseed oil.

Evolve limits reproduction of male and female rats after one to two breeding cycles following consumption.

Evolve is considered a minimum risk pesticide under the U.S.

Environmental Protection Agency Federal Insecticide, Fungicide, and Rodenticide Act, Section 25(b).

In January 2024, we launched Evolve, which is a soft bait containing the active ingredient cottonseed oil.

Evolve limits reproduction of male and female rats beginning with the first breeding cycle following consumption.

Evolve is considered a minimum risk pesticide under the EPA Federal Insecticide, Fungicide, and Rodenticide Act, Section 25(b) (“Section 25(b)”).

We must obtain registration from the various state regulatory agencies that do not accept the federal exemption.

To date, we are authorized to sell Evolve in 43 states.

In May 2024, we launched our latest product Evolve Mouse, a modified version of our soft bait technology containing the active ingredient cottonseed oil.

Evolve Mouse limits reproduction of male and female mice after one to two breeding cycles following consumption.

Evolve Mouse is also considered a minimum risk pesticide under Section 25(b).

We must obtain registration from the various state regulatory agencies that do not accept the federal exemption.

To date, we are authorized to sell Evolve Mouse in 32 states.

Going Concern

Our condensed financial statements as of March 31, 2024 were prepared under the assumption that we would continue as a going concern.

Our condensed financial statements as of June 30, 2024 were prepared under the assumption that we would continue as a going concern.

The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time.

10 unchanged sentences

We have also raised capital through debt financing, consisting primarily of convertible notes and government loan programs, and, to a lesser extent, payments received in connection with product sales, research grants and licensing fees.

As of March 31, 2024, we had an accumulated deficit of $ 131.7 million and cash and cash equivalents of $ 3.6 million.

As of June 30, 2024, we had an accumulated deficit of $ 133.3 million and cash and cash equivalents of $ 2.0 million.

Our ultimate success depends upon the outcome of a combination of factors, including the following:

(i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and

product candidates;

(i) successful commercialization of fertility control products and maintaining and obtaining regulatory approval of our products and product candidates;

(ii) market acceptance, commercial viability and profitability of fertility control products and other products;

3 unchanged sentences

and (vi) our ability to meet our working capital needs.

Based upon our current operating plan, we expect that cash and cash equivalents at March 31, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next six months.

Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2024, in combination with anticipated revenue and any additional sales of our equity securities, will be sufficient to fund our current operations for at least the next three months.

While we have evaluated and continue to evaluate our operating expenses and concentrate our resources toward the successful commercialization of fertility control products in the United States, additional financing will be needed before achieving anticipated revenue targets and margin targets.

3 unchanged sentences

If such equity or debt financing is not available at adequate levels or on acceptable terms, we may need to delay, limit or terminate commercialization and development efforts or discontinue operations.

Reverse Stock Split

On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock.

The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented.

All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.

Also, see Note 10.

Condensed Financial Statements

3 unchanged sentences

GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, and our operating results and cash flows for the three month periods ended March 31, 2024 and 2023.

In our opinion, the unaudited condensed financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly our financial position as of June 30, 2024, and our operating results and cash flows for the six month periods ended June 30, 2024 and 2023.

The accompanying financial information as of December 31, 2023 is derived from audited financial statements.

9 unchanged sentences

Advertising Costs

Advertising costs are expensed as incurred and was $ 61,000 and $ 41,000 for the three months ended March 31, 2024 and 2023.

Advertising costs are expensed as incurred and was $ 62,000 and $ 43,000 for the three months ended June 30, 2024 and 2023, respectively, and $ 121,000 and $ 84,000 for the six months ended June 30, 2024 and 2023, respectively.

Comprehensive Loss

3 unchanged sentences

Cash and Cash Equivalents

Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 3.6 million and $ 5.4 million as of March 31, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.

Highly liquid investments with maturities of three months or less as of the date of acquisition are classified as cash equivalents, of which we had $ 2.0 million and $ 5.4 million as of June 30, 2024 and December 31, 2023, respectively, included within cash and cash equivalents in the condensed balance sheets.

Accounts Receivable, Net

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Balance as of beginning of period $ 4 $ 4 $ 4 $ 6

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Balance as of beginning of period $ 5 $ 18 $ 5 $ 18

2 unchanged sentences

Balance as of end of period $ — $ 18 $ — $ 18

Prepaid Expenses

Prepaid expenses consisted of the following (in thousands):

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

2024 December 31,

Equity offering costs $ 124 $ —

Software licenses 116 152

1 unchanged sentence

Insurance 47 64

Deposit on equipment purchase 25 —

Prepaid inventory 29 111

Total prepaid expenses $ 346 $ 388

Total prepaid expenses and other current assets $ 464 $ 388

Property and Equipment, Net

11 unchanged sentences

2024 December 31,

Compensation, severance and related benefits $ 285 $ 232

Compensation and related benefits $ 325 $ 232

Legal and consulting professional services 79 121

3 unchanged sentences

In 2023, we arranged financing for the purchase of certain equipment.

The notes payable for that certain equipment have an annual interest rate of 9.1 % with a term of five years and is secured by the underlying equipment.

As of March 31, 2024, future principal payments were as follows (in thousands):

The notes payable for that certain equipment have a weighted average annual interest rate of 8.9 % with a term of five years and is secured by the underlying equipment.

As of June 30, 2024, future principal payments were as follows (in thousands):

Total principal payments 201

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Operating lease cost $ 57 $ 55 $ 113 $ 111

As of March 31, 2024, maturities of operating lease liabilities were as follows (in thousands):

As of June 30, 2024, maturities of operating lease liabilities were as follows (in thousands):

Total operating lease payments 103

4 unchanged sentences

2018 Equity Incentive Plan (the “2018 Plan”) which provides for the issuance of stock-based instruments, such as stock options or restricted stock units, to employees or consultants as deemed appropriate.

The 2018 Plan has since been amended and restated on certain occasions, most recently on June 26, 2023, when our stockholders approved an increase to the total number of authorized shares to 70,717 shares.

The 2018 Plan has since been amended and restated on certain occasions, most recently on July 11, 2024, when our stockholders approved an increase to the total number of authorized shares to 207,071 shares.

Currently, we only have stock options outstanding under the 2018 Plan, which are generally issued with a per share exercise price equal to the fair market value of our common stock at the date of grant.

1 unchanged sentence

Certain stock option awards provide for accelerated vesting upon a change in control.

As of March 31, 2024, we had 42,049 shares of common stock available for issuance under the 2018 Plan.

We have 203,311 shares of common stock available for issuance under the 2018 Plan, which includes the increase to the total number of authorized shares of 200,000 shares approved by our stockholders on July 11, 2024.

The following table presents the outstanding stock option activity:

1 unchanged sentence

Share Weighted

Three months ended March 31, 2024:

Three months ended June 30, 2024:

Outstanding as of March 31, 2024

3,641 $ 1,194.90 3.8

Granted 892 6.740 4.8

Outstanding as of June 30, 2024 4,533 (1)

Six months ended June 30, 2024:

Outstanding as of December 31, 2023 3,643 1,197.00 4.0

Granted 892 6.740 4.8

Forfeited ( 2 ) 1,965.36 3.0

Outstanding as of March 31, 2024 36,667 (1)

Outstanding as of June 30, 2024 4,533 (1)

Exercisable as of June 30, 2024 3,987 1,009.40 3.8

(1) Includes options related to 823 shares that are inducement awards and not granted under the 2018 Plan.

The weighted average grant date fair value of options granted during the three months ended June 30, 2024 was $ 5.59 per share, based on the following assumptions used in the Black-Scholes option pricing model:

Expected volatility 117.0 %

Expected dividend yield —

Expected term (in years) 5

Risk-free interest rate 4.43 %

The expected volatility assumption is based on the calculated volatility of our common stock at the date of grant based on historical prices over the most recent period commensurate with the term of the award.

The expected dividend yield assumption is based on our history and expected dividend payouts:

we have not, and do not expect to, pay dividends.

The expected term assumption is the contractual term of the options for non-employees.

The risk-free interest rate assumption is determined using the U.S.

treasury yields for bonds with a maturity commensurate with the term of the award.

The stock-based compensation expense was recorded as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Research and development $ 4 $ 5 $ 8 $ 9

Selling, general and administrative (1)

84 165 165 327

Total stock-based compensation expense $ 88 $ 170 $ 173 $ 336

(1) Includes $ 2,000 related to stock issued in exchange for marketing services for the three months ended March 31, 2023.

(1) Includes $ 56,000 related to stock issued in exchange for marketing services for the three and six month periods ended June 30, 2023.

The allocation between research and development and selling, general and administrative expense was based on the department and services performed by the employee or non-employee.

At March 31, 2024, the total compensation cost related to unvested options not yet recognized was $ 207,000 , which will be recognized over a weighted average period of 1.1 years, assuming the employees and non-employees complete their service period required for vesting.

At June 30, 2024, the total compensation cost related to unvested options not yet recognized was $ 124,000 , which will be recognized over a weighted average period of 1.1 years, assuming the employees and non-employees complete their service period required for vesting.

STOCKHOLDERS’ EQUITY

Activity in equity during the three month periods ended March 31, 2024 and 2023 was as follows (dollars in thousands):

On July 23, 2024, we amended our amended and restated certificate of incorporation to effect a 1-for-10 reverse split of our issued and outstanding shares of common stock.

The accompanying financial statements and notes thereto give retrospective effect to the reverse stock split for all periods presented.

All issued and outstanding common stock, options and warrants exercisable for common stock and per share amounts contained in our financial statements have been retrospectively adjusted.

Activity in equity during the three and six month periods ended June 30, 2024 and 2023 was as follows (dollars in thousands):

Common Stock Additional

7 unchanged sentences

Balances as of March 31, 2024 514,463 1 136,354 ( 131,745 ) 4,610

Stock-based compensation — — 88 — 88

Issuance of common stock upon exercise of warrants, net — — — — —

Issuance of common stock for fractional shares in the 10:1 reverse stock split 877 — — — —

Net loss — — — ( 1,584 ) ( 1,584 )

Balances as of June 30, 2024 515,340 $ 1 $ 136,442 $ ( 133,329 ) $ 3,114

Balances as of December 31, 2022 6,748 $ — $ 127,482 $ ( 122,203 ) $ 5,279

5 unchanged sentences

Balances as of March 31, 2023 17,563 — 127,737 ( 124,240 ) 3,497

Stock-based compensation — — 113 — 113

Issuance of common stock, net of issuance costs 7,143 — 1,210 — 1,210

Net loss — — — ( 1,993 ) ( 1,993 )

Balances as of June 30, 2023 24,706 $ — $ 129,060 $ ( 126,233 ) $ 2,827

In June 2024, we entered into an at-the-market offering arrangement with a sales agent, pursuant to which we may offer and sell, from time to time at our sole discretion, in transactions that are deemed to be “at the market” offerings under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock for aggregate gross proceeds of up to $ 1,575,944 (“ATM Facility”).

The offer and sale of shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (Registration no.

333-261227), originally filed with the SEC on November 19, 2021 and amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, and the related prospectus supplement related to the offering of shares dated June 20, 2024, and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act.

As of June 30, 2024, we have not sold any shares under this ATM Facility and there are 315,189 shares of common stock reserved for potential issuance under the ATM Facility.

COMMON STOCK WARRANTS

The following table presents the common stock warrant activity:

Issue Date Warrant Type Term

Date Exercise

Price Balance December 31, 2023 Issued Exercised Expired Balance June 30, 2024

July 2019 Dealer Manager July 2024 $ 81,000.00 3 — — — 3

January 2020 Registered Direct Offering July 2025 $ 21,600.00 60 — — — 60

January 2020 Dealer Manager July 2025 $ 24,000.00 4 — — — 4

March 2020 Dealer Manager March 2025 $ 9,015.12 4 — — — 4

April 2020 Dealer Manager April 2025 $ 9,528.00 47 — — — 47

April 2020 Registered Direct Offering April 2025 $ 7,320.00 20 — — — 20

October 2020 Dealer Manager April 2026 $ 5,174.40 34 — — — 34

February 2021 Private Placement Agreement August 2026 $ 5,318.40 540 — — — 540

February 2021 Dealer Manager August 2026 $ 6,835.40 136 — — — 136

March 2021 Dealer Manager March 2026 $ 6,000.00 60 — — — 60

November 2022 Dealer Manager November 2027 $ 525.000 892 — — — 892

April 2023 Series C October 2028 $ 194.40 7,142 — — — 7,142

April 2023 Dealer Manager April 2028 $ 262.50 534 — — — 534

August 2023 Private Inducement September 2024 $ 86.42 23,809 — — — 23,809

August 2023 Private Inducement August 2028 $ 86.42 25,100 — — — 25,100

August 2023 Dealer Manager August 2028 $ 108.04 1,222 — — — 1,222

November 2023 Series D November 2028 $ 13.00 381,612 — ( 230 ) — 381,382

November 2023 Series E May 2025 $ 13.00 307,457 — ( 230 ) — 307,227

November 2023 Dealer Manager November 2028 $ 16.25 28,844 — — — 28,844

777,520 — ( 460 ) — 777,060

Shares Weighted

2 unchanged sentences

Exercised ( 460 ) 13.00 —

Outstanding as of March 31, 2024 7,771,126 2.95 3.1

During the three months ended March 31, 2024, warrants representing 4,608 shares of common stock were exercised with an exercise price of $ 1.30 per share.

Outstanding as of June 30, 2024

777,060 28.80 2.9

During the six months ended June 30, 2024, warrants representing 460 shares of common stock were exercised with an exercise price of $ 13.00 per share.

LOSS PER SHARE

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Common stock warrants — — — 1,389

Stock options 49 — 167 —

Restricted stock units — 85 — 629

49 85 167 2,018

SEGMENT INFORMATION

We operate in one segment:

the formulation, development, marketing and sale of fertility control products for use in managing pest populations.

We generate our revenue from six broad product markets:

agribusiness, pest management, facilities management, industrial, consumer, and governmental agencies.

Geographic Information

Revenue by geographic region was as follows:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

United States $ 459 $ 305 $ 832 $ 538

International — — 42 —

$ 459 $ 305 $ 874 $ 538

Significant Customers

The percentage of revenue attributable to our distributors and to customers that represented 10% or more of revenue in at least one of the periods presented, was as follows:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

All distributors 28 % 2 % 17 % 3 %

Distributor A 14 — 7 —

The following accounts represented at least 10% of total accounts receivable in at least one of the periods presented:

2024 December 31,

Distributor A 32 % 13 %

End customer A 3 % 19 %

End customer B 2 % 13 %

SUBSEQUENT EVENTS

We have evaluated subsequent events from the balance sheet date through May 9, 2024, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.

On July 11, 2024, we held our annual meeting of stockholders (the “Annual Meeting”), at which meeting our stockholders approved an amendment to our 2018 Plan.

The effect of the amendment to the 2018 Plan is to increase the number of shares of common stock available under the 2018 Plan by 200,000 shares.

On July 11, 2024, our stockholders also approved a proposal at our Annual Meeting further amending our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of our common stock at a ratio between one-for-two (1:2) and one-for-twenty (1:20), without reducing the authorized number of shares of common stock.

On July 11, 2024, our board of directors approved a final split ratio of one-for-ten (1:10).

Following such approval, we filed an amendment to the Certificate of Incorporation with the Secretary of the State of Delaware on July 23, 2024 to effect the reverse stock split, with an effective date of July 24, 2024.

We have evaluated subsequent events from the balance sheet date through August 8, 2024, the date at which the condensed financial statements were issued, and determined that there were no additional items that require adjustment to or disclosure in the condensed financial statements.

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.

What changed 10-Q

Item 1. Financial Statements