What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-11-12 · 125 added, 195 removed, 293 unchanged (52% of the section changed)

3 unchanged sentences

(In thousands, except shares and per share data)

September 30,

2025 December 31, 2024

6 unchanged sentences

Total current assets 3,164 2,813

Right to use assets, operating leases 39 210

Property and equipment, net 404 407

5 unchanged sentences

Accrued expenses 310 278

Current portion of operating lease liability 41 217

Current portion of notes payable 57 56

6 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, 1,020,842 shares issued and 1,012,549 shares outstanding as of September 30, 2024 and 514,003 shares issued and outstanding as of December 31, 2023

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 1,775,930 and 1,035,893 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 140,652 138,607

6 unchanged sentences

(In thousands, except shares and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenues, net $ 485 $ 415

9 unchanged sentences

Interest expense ( 5 ) ( 4 )

Miscellaneous income 29 — 30 —

Other income, net 34 4 63 19

Other income (expense), net ( 2 ) 11

Net loss and comprehensive loss $ ( 1,665 ) $ ( 1,832 )

5 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

3 unchanged sentences

Stock-based compensation 91 85

Bad debt expense 2 ( 4 )

Gain on sale of property and equipment ( 28 ) —

Changes in operating assets and liabilities:

9 unchanged sentences

Purchase of property and equipment ( 36 ) ( 2 )

Proceeds received from sale of property and equipment 28 —

Net cash used in investing activities ( 36 ) ( 2 )

2 unchanged sentences

Proceeds from issuances of common stock, net 1,066 —

Proceeds from issuance of notes payable 25 44

Repayments of notes payable ( 14 ) ( 8 )

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

Net cash provided by financing activities 1,979 3,031

Decrease in cash and cash equivalents ( 2,877 ) ( 2,630 )

Net cash provided by (used in) financing activities 1,941 ( 2 )

Increase (decrease) in cash and cash equivalents 348 ( 1,833 )

Cash and cash equivalents, beginning of period 1,307 5,395

3 unchanged sentences

Income taxes paid $ — $ —

Non-cash investing and financing activities:

Note payable incurred for the purchase of certain equipment 38 10

See accompanying notes to condensed financial statements.

6 unchanged sentences

On November 12, 2015, we subsequently reincorporated in the state of Delaware.

Our corporate headquarters and manufacturing site are in Phoenix, Arizona.

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

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

Our initial product ContraPest 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.

ContraPest is being marketed for use in controlling Norway and roof rat populations.

In addition to the U.S.

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 such states and the District of Columbia have approved the removal of the Restricted Use designation), as well as two major U.S.

territories, Puerto Rico and The U.S.

Virgin Islands.

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 (“FIFRA”), 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 45 states, and two major U.S.

Our corporate headquarters and manufacturing site are in Surprise, Arizona.

We have developed and are commercializing products for managing animal pest populations through fertility control.

Our current products focus on rat and mouse populations, and are known as ContraPest ® , Evolve TM Rat and Evolve Mouse.

ContraPest, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide (“VCD”) and triptolide.

ContraPest targets the reproductive systems of both male and female rats, is a highly palatable formulation, does not cause illness or changed behavior in rats, and leads to significant reductions in fertility and rat populations.

Accordingly, ContraPest is an additional tool to use as part of an integrated pest management (“IPM”) program.

In August 2016, the U.S.

Environmental Protection Agency (“EPA”) granted an unconditional registration for ContraPest as a restricted use pesticide (“RUP”), requiring purchase or application oversight by a licensed professional.

In October 2018, the EPA approved the removal of the RUP designation and ContraPest was reclassified as a general use pesticide.

To date, ContraPest is registered in all 50 states and the District of Columbia ( 49 states and the District of Columbia have approved the RUP designation) and two major U.S.

territories, Puerto Rico and The U.S.

Virgin Islands.

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 the EPA’s FIFRA, 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 34 states, with an additional state authorized effective January 1, 2025.

In March 2022, the EPA granted a sub-label for ContraPest allowing for an alternative delivery system in a hanging bait station.

This sub-label is marketed as Elevate Bait System TM and was designed to target roof rat habitats and infestations.

The Evolve product line, which began in the form of Evolve Rat, launched in January 2024, and is currently our lead product.

Evolve Rat is a soft bait product that is novel to the pest control industry and contains the active ingredient, cottonseed oil.

Evolve Rat reduces fertility in both male and female rats.

Additionally, its palatable formulation produces high acceptance for sustained consumption even when other sought-after food sources are present.

Evolve Rat does not cause illness in rats and, therefore, it does not change behavior or result in bait aversion.

By targeting the reproductive systems of both male and female rats and with palatability generating continued consumption, the use of Evolve Rat can lead to a sustained reduction of the rat population.

Evolve Rat meets the EPA’s minimum risk pesticide conditions under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), Section 25(b).

Due to its classification, Evolve Rat is exempt from federal registration because it poses little to no risk to human health and the environment.

Evolve Rat may also be used in agricultural application, as it is made from food ingredients with tolerance exemptions for both food and nonfood applications.

There are 10 states that accept the federal exemption for pesticide registration and require no additional determination or approval.

In states that do not accept the federal exemption, we must obtain registration from the various state regulatory agencies.

To date, we are authorized to sell Evolve Rat in 48 states.

In May 2024, we launched Evolve Mouse, our latest expansion of the Evolve product line.

Evolve Mouse is a variation of our soft bait formulation and contains the same active ingredient, cottonseed oil, in a different concentration.

Evolve Mouse limits reproduction of male and female mice and is also considered a minimum risk pesticide under the EPA’s FIFRA, Section 25(b).

To date, we are authorized to sell Evolve Mouse in 35 states.

We are continuously enhancing ContraPest and Evolve to align with the unique needs and environments of our customers in our target verticals while simultaneously pursuing regulatory approvals and amendments to our existing U.S.

registration to broaden its use and marketability.

When regulatory and financial conditions permit, we will seek regulatory approval for additional jurisdictions beyond the United States.

Going Concern

Our condensed financial statements as of September 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.

Our condensed financial statements as of March 31, 2025 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, 2024 and December 31, 2023 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

Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future.

9 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 September 30, 2024, we had an accumulated deficit of $ 134.8 million and cash and cash equivalents of $ 2.5 million.

As of March 31, 2025, we had an accumulated deficit of $ 137.8 million and cash and cash equivalents of $ 1.7 million.

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

5 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 September 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 four months.

Based upon our current operating plan, we expect that cash and cash equivalents at March 31, 2025, 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 four 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.

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 September 30, 2024, and our operating results and cash flows for the nine month periods ended September 30, 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 March 31, 2025, and our operating results and cash flows for the three month periods ended March 31, 2025 and 2024.

The accompanying financial information as of December 31, 2024 is derived from audited financial statements.

Interim results are not necessarily indicative of results for a full year.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025.

Recent Accounting Pronouncements

6 unchanged sentences

Advertising Costs

Advertising costs are expensed as incurred and were $ 58,000 and $ 57,000 for the three months ended September 30, 2024 and 2023, respectively, and $ 180,000 and $ 147,000 for the nine months ended September 30, 2024 and 2023, respectively.

Advertising costs are expensed as incurred and were $ 22,000 and $ 61,000 for the three months ended March 31, 2025 and 2024, 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 $ 2.5 million and $ 5.4 million as of September 30, 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 $ 1.7 million and $ 1.3 million as of March 31, 2025 and December 31, 2024, respectively, included within cash and cash equivalents in the condensed balance sheets.

Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):

September 30,

2025 December 31,

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance as of beginning of period $ 4 $ 4

4 unchanged sentences

Inventory, net consisted of the following (in thousands):

September 30,

2025 December 31,

Raw materials $ 667 $ 719

Work in progress 6 1

Finished goods 80 74

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance as of beginning of period $ — $ 5

4 unchanged sentences

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

September 30,

2025 December 31,

Equity offering costs $ 132 $ —

Software licenses $ 73 $ 112

Insurance 52 64

Professional services 62 18

Prepaid inventory — 111

Insurance 37 27

Equity offering costs 29 146

Marketing programs and conferences 3 21

Total prepaid expenses and other current assets $ 258 $ 377

1 unchanged sentence

Property and equipment, net consisted of the following (in thousands):

September 30,

2025 December 31,

10 unchanged sentences

Accrued expenses consisted of the following (in thousands):

September 30,

2025 December 31,

1 unchanged sentence

Legal and consulting professional services 30 30

Product warranty 3 15

Product warranty and other 3 4

Total accrued expenses $ 310 $ 278

1 unchanged sentence

We have financing arrangements related to the purchase of certain equipment.

The notes payable for that certain equipment have a weighted average annual interest rate of 9.8 % with a term of five years and are secured by the underlying equipment.

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

The notes payable for that certain equipment have a weighted average annual interest rate of 10.4 % with original terms of five years and are secured by the underlying equipment.

As of March 31, 2025, future principal payments were as follows (in thousands):

Total principal payments 248

4 unchanged sentences

Notes payable are recorded at amortized cost, which approximates fair value.

In August, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations, which commences in April 2025, when we take physical possession, and expires in 2035.

Our current operating lease for our corporate headquarters expires in 2024.

In August 2024, we entered into an operating lease for a new location for our corporate headquarters and manufacturing and research operations.

The lease commences in April 2025 and expires in 2035.

Our current operating lease for our manufacturing and research operations and our corporate headquarters expires in May 2025.

The components of lease cost were as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Operating lease cost $ 72 $ 56

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

Total operating lease payments 41

imputed interest —

Total operating lease liabilities $ 41

STOCK-BASED COMPENSATION

2 unchanged sentences

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.

As of March 31, 2025, we have 32,173 shares of common stock available for issuance under the 2018 Plan.

Currently, only stock options are 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.

We have 60,008 shares of common stock available for issuance under the 2018 Plan, which reflects 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 September 30, 2024:

Outstanding as of June 30, 2024 4,533 $ 899.48 3.8

Granted 143,312 2.81 9.9

Expired ( 9 ) 45,013.33 —

Outstanding as of September 30, 2024 147,836 (1)

Nine months ended September 30, 2024:

Three months ended March 31, 2025:

Outstanding as of December 31, 2024:

147,616 $ 27.13 9.5

Granted 28,057 3.09 9.8

Exercised — — —

Forfeited ( 2 ) 1,965.36 —

Expired — — —

Outstanding as of September 30, 2024 147,836 (1)

Exercisable as of September 30, 2024 6,274 557.32 5.8

Outstanding as of March 31, 2025 175,671 (1)

Exercisable as of March 31, 2025 54,911 66.86 9.0

(1) Includes options related to 603 shares that are inducement awards and not granted under the 2018 Plan.

The weighted average grant date fair value of options granted during the nine months ended September 30, 2024 was $ 2.73 per share based on the following assumptions used in the Black-Scholes option pricing model:

The weighted average grant date fair value of options granted during the three months ended March 31, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model:

Expected volatility 162 %

5 unchanged sentences

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 expected term assumption is the contractual term of the options.

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

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Research and development $ 3 $ 4

Selling, general and administrative 88 81

68 128 233 455

Total stock-based compensation expense $ 91 $ 85

(1) Includes $ 44,000 and $ 100,000 related to stock issued in exchange for marketing services for the three and nine month periods ended September 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 September 30, 2024, the total compensation cost related to unvested options not yet recognized was $ 439,000 , which will be recognized over a weighted average period of 2.0 years, assuming the employees and non-employees complete their service period required for vesting.

As of March 31, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 335,000 , which will be recognized over a weighted average period of 1.6 years, assuming the employees and non-employees complete their service period required for vesting.

STOCKHOLDERS’ EQUITY

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 nine month periods ended September 30, 2024 and 2023 was as follows (dollars in thousands):

Activity in equity during the three month periods ended March 31, 2025 and 2024 was as follows (dollars in thousands):

Common Stock Additional

4 unchanged sentences

Stock-based compensation — — 91 — 91

Issuance of common stock upon exercise of warrants 460 — 6 — 6

Issuance of common stock, net of transaction costs 365,319 — 1,066 — 1,066

Issuance of common stock upon exercise of warrants, net of transaction costs 374,718 1 888 — 889

Net loss — — — ( 1,665 ) ( 1,665 )

Balances as of March 31, 2025 1,775,930 $ 2 $ 140,652 $ ( 137,762 ) $ 2,892

Stock-based compensation — — 88 — 88

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

Stock-based compensation — — 73 — 73

Issuance of common stock upon exercise of warrants, net 505,502 — 1,977 — 1,977

Net loss — — — ( 1,513 ) ( 1,513 )

Balances as of September 30, 2024 1,020,842 $ 1 $ 138,492 $ ( 134,842 ) $ 3,651

Balances as of December 31, 2023 514,003 $ 1 $ 136,263 $ ( 129,913 ) $ 6,351

Stock-based compensation — — 85 — 85

Issuance of common stock upon exercise of warrants 10,250 — — — —

Issuance of shares pursuant to the vesting of restricted stock units, net of shares withheld for taxes 111 — ( 11 ) — ( 11 )

Issuance of common stock for service 454 — 100 — 100

Issuance of common stock upon exercise of warrants, net of transaction costs 460 — 6 — 6

Net loss — — — ( 1,832 ) ( 1,832 )

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

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

Stock-based compensation — — 88 — 88

Issuance of common stock upon exercise of warrants, net 2,625 — 1,788 — 1,788

Net loss — — — ( 1,947 ) ( 1,947 )

Balances as of September 30, 2023 27,331 $ — $ 130,936 $ ( 128,180 ) $ 2,756

In August 2024, we issued 505,502 shares pursuant to the exercise of warrants.

In March 2025, we completed a warrant inducement transaction whereby we issued 374,718 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then current market price of our common stock (the “Warrant Inducement”).

The original warrants consisted of 48,911 shares issued August 24, 2023 with an exercise price of $ 86.40 per share and a weighted average remaining life of 2.1 years (the “August 2023 Original Warrants”) and 456,591 shares issued November 29, 2023 with an exercise price of $ 13.00 per share and a weighted average remaining life of 2.5 years (the “November 2023 Original Warrants”) (collectively, the “Original Warrants”).

The Original Warrants were exercised

for $ 4.60 per share for gross proceeds of $ 2.3 million, before deducting $ 340,000 of issuance costs.

Of the 505,502 shares issued, 8,293 shares were held in abeyance as of September 30, 2024 and not considered outstanding until certain conditions are met, at which time such shares will become outstanding.

The balance of the shares in abeyance will be held in abeyance until notice from the stockholder that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provision in the warrants.

Such shares were released from abeyance in October.

In connection with the Warrant Inducement transaction, new warrants to purchase 1,036,279 shares of our common stock were issued, which are discussed in Note 7.

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.

The original warrants consisted of 251,884 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 4.5 years (“Series F-1 Warrants”) and 122,834 shares issued August 23, 2024 with an exercise price of $ 4.35 per share and a remaining life of 1.0 year (“Series F-2 Warrants”) (collectively, the “Original Warrants”).

The Original Warrants were exercised for $ 2.90 per share for gross proceeds of $ 1.1 million, before deducting $ 197,000 of issuance costs.

The difference between the fair value of the warrants immediately prior to modification and immediately after modification was treated as a transaction cost, which is netted against proceeds received, and was $ 58,000 using the Black-Scholes model based on the following significant inputs:

• For the Series F-1 Warrants:

common stock price of $ 2.38 per share;

volatility of 120 %;

term of 4.5 years;

dividend yield of 0 %;

and risk-free rate of 4.0 %;

• For the Series F-2 Warrants:

common stock price of $ 2.38 per share;

volatility of 111 %;

term of 1.0 year;

dividend yield of 0 %;

and risk-free rate of 4.0 %.

In connection with the Warrant Inducement transaction, new short-term warrants to purchase 1,517,608 shares of our common stock were issued, which are discussed in Note 7.

The offer and sale of shares are 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 September 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.

For additional information, see Note 11, Subsequent Events.

During the first quarter of 2025, we have sold 365,319 shares of common stock under this ATM Facility for gross proceeds of $ 1.2 million, before deducting offering expenses of $ 159,000 .

As of March 31, 2025, there are 34,819 shares of common stock reserved for potential issuance under the ATM Facility.

COMMON STOCK WARRANTS

2 unchanged sentences

Date Exercise

Price Balance December 31, 2023 Issued Exercised Expired Balance September 31, 2024

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

Price Balance December 31, 2024 Issued Exercised Expired Balance March 31, 2025

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

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

January 2020 Dealer Manager January 2025 $ 24,000.00 4 — — ( 4 ) —

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

8 unchanged sentences

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

August 2023 Private Inducement September 2024 $ 86.42 23,810 — ( 23,810 ) — —

August 2023 Private Inducement August 2028 $ 86.42 25,101 — ( 25,101 ) — —

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

5 unchanged sentences

August 2024 Dealer Manager August 2029 $ 5.75 25,275 — — — 25,275

August 2025 Series G September 2026 $ 2.90 — 1,498,872 — — 1,498,872

August 2024 Dealer Manager September 2026 $ 3.625 — 18,736 — — 18,736

1,307,842 1,517,608 ( 374,718 ) ( 8 ) 2,450,724

5 unchanged sentences

Expired ( 8 ) 16,507.56 —

Outstanding as of September 30, 2024 1,307,842 12.63 3.3

During the nine months ended September 30, 2024:

• In August, warrants were issued to the investors in the Warrant Inducement transaction discussed in Note 6 to purchase up to 1,011,004 shares of our common stock.

These warrants are exercisable immediately with an exercise price of $ 4.35 per share, with 571,318 expiring August 23, 2029 (5-Year New Warrants) and 439,686 expiring February 23, 2026 (18-Month New Warrants).

We estimated the fair value of the 5-Year New Warrants to be $ 1.9 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 4.10 per share;

volatility of 118 %;

term of 5 years;

dividend yield of 0 %;

and risk-free rate of 3.6 %.

The fair value of the 18-Month New Warrants was estimated to be $ 1.2 million using the Black-Scholes model based on the following significant inputs:

Outstanding as of March 31, 2025 2,450,724 7.82 1.9

In connection with the Warrant Inducement transaction discussed in Note 6, we issued to those investors warrants to purchase up to 1,498,872 shares of our common stock at an exercise price of $ 2.90 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock.

We estimated the fair value of these warrants to be $ 1.5 million using a Black-Scholes model based on the following significant inputs:

common stock price of $ 2.38 per share;

3 unchanged sentences

and risk-free rate of 4.37 %.

• In August, placement agent warrants were issued to purchase up to 25,275 shares of our common stock.

The placement agent warrants are exercisable immediately upon issuance, with an exercise price per share of $ 5.75 per share, and expire August 23, 2029.

In addition, placement agent warrants were issued to purchase up to 18,736 shares of our common stock at an exercise price of $ 3.625 per share, which will be exercisable for 1.5 years beginning on the effective date of stockholder approval of the issuance of the shares of common stock.

We estimated the fair value of these warrants to be $ 20,000 using a Black-Scholes model based on the following significant inputs:

2 unchanged sentences

term of 1.5 years;

dividend yield of 0 %;and risk-free interest rate of 3.6 %.

• In August, the Original Warrants representing 505,502 shares of common stock were exercised for $ 4.60 per share.

The terms of the Original Warrants were modified in order to induce exercise.

See Warrant Inducement discussion in Note 6.

The difference between the fair value of the warrants immediately prior to modification and immediately after modification was $ 386,000 using the Black-Scholes model based on the following significant inputs:

◦ For the August 2023 Original Warrants related to 48,911 shares:

common stock price of $ 4.10 per share;

volatility of 151 %;

term of 2.1 years;

dividend yield of 0 %;

and risk-free rate of 3.9 %;

◦ For the November 2023 Original Warrants related to 456,591 shares:

common stock price of $ 4.10 per share;

volatility of 140 %;

term of 2.5 years;

dividend yield of 0 %;

and risk-free rate of 3.8 %.

• In January, warrants representing 460 shares of common stock were exercised with an exercise price of $ 13.00 per share.

and risk-free interest rate of 4.37 %.

LOSS PER SHARE

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Common stock warrants — —

Stock options 2,359 —

43,889 25,938 454,619 332,034

SEGMENT INFORMATION

We operate in one segment:

We operate in a single operating 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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

United States $ 482 $ 360 $ 1,314 $ 898

International — — 42 —

$ 482 $ 360 $ 1,356 $ 898

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:

This single operating segment has been identified based on our internal management structure and reporting to our chief operating decision maker (“CODM”), our Chief Executive Officer.

Our CODM evaluates segment performance based on the revenues, gross profit and operating loss of the segment and uses internal financial statements to make decisions regarding resource allocation.

Revenues, gross profit and operating loss used by the CODM are presented on our accompanying statement of operations.

The measure of segment assets is represented as total assets presented on our accompanying balance sheets.

There are no intersegment revenues, as all transactions are conducted within one operating segment.

We have not identified any reportable segments other than the single operating segment discussed.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

All distributors 41 % 19 % 41 % 12 %

Distributor A 6 6 10 3

Distributor B 14 — 8 —

Customer A 31 % 6 %

Customer B 3 12

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

September 30,

2025 December 31, 2024

Distributor A 43 % 13 %

End customer A — % 19 %

End customer B — % 13 %

Customer A 50 % 30 %

Customer C 10 20

CONTINGENCIES

In December 2024, Liphatech Inc.

(“Liphatech”) commenced an action against us in the United States District Court for the Eastern District of Wisconsin.

The complaint alleges, among other things, breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment.

These claims are based on allegations that we misappropriated and utilized proprietary information and trade secrets of Liphatech.

The complaint also alleges that we breached a non-disclosure agreement that we had entered into with Liphatech.

The complaint seeks unspecified damages as well as injunctive relief.

We believe we have strong defenses and are actively defending the case, although no assurance can be given regarding the outcome.

The outcome of this legal matter is not known or probable at this time, and no specific damages have been claimed, therefore no amounts have been accrued for a settlement.

In addition to the matters described above, we may be subject to other legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business.

Management is not aware of any other pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on our financial position, results of operations or liquidity.

SUBSEQUENT EVENTS

Since September 30, 2024, we have issued 12,802 shares of common stock pursuant to the ATM Financing for gross proceeds of $ 38,000 .

We have evaluated subsequent events from the balance sheet date through November 12, 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.

In April 2025, we amended the prospectus supplement dated June 20, 2024 related to the offering of shares pursuant to the ATM Facility and increased the aggregate gross proceeds by $ 437,000 to approximately $ 2.0 million.

For additional information, see Note 6, Stockholders’ Equity.

We have evaluated subsequent events from the balance sheet date through May 8, 2025, 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