What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-08 · 125 added, 56 removed, 362 unchanged (33% of the section changed)

8 unchanged sentences

Accounts receivable, net 470 335

Prepaid expenses and other current assets 258 377

Inventory, net 711 794

Prepaid expenses and other current assets 238 377

Total current assets 7,474 2,813

Right to use asset, operating lease 2,417 —

Property and equipment, net 416 407

5 unchanged sentences

Accrued expenses 564 278

Current portion of operating lease liability 52 —

Current portion of notes payable 59 56

1 unchanged sentence

Total current liabilities 810 561

Operating lease liability, less current portion 2,403 —

Notes payable, less current portion 175 206

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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, 1,775,930 and 1,035,893 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 100,000,000 shares authorized, 3,764,143 and 1,035,893 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 146,351 138,607

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(In thousands, except shares and per share data)

Three Months Ended March 31,

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

2025 2024 2025 2024

Revenues, net $ 625 $ 459 $ 1,110 $ 874

9 unchanged sentences

Interest expense ( 6 ) ( 5 ) ( 11 ) ( 9 )

Miscellaneous income — 1 — 1

Other income (expense), net ( 2 ) 18 ( 4 ) 29

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(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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Stock-based compensation 181 173

Operating lease 38 ( 3 )

Bad debt expense 6 2

Changes in operating assets and liabilities:

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Inventory 83 ( 104 )

Other assets — ( 2 )

Accounts payable ( 92 ) 41

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Proceeds from issuances of common stock, net 2,706 —

Proceeds from issuance of notes payable — 25

Repayments of notes payable ( 28 ) ( 17 )

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

Net cash provided by financing activities 7,538 14

Increase (decrease) in cash and cash equivalents 4,748 ( 3,443 )

4 unchanged sentences

Income taxes paid $ — $ —

Non-cash investing and financing activities:

Operating lease entered into for right-to-use asset $ 2,439 $ —

Note payable incurred for the purchase of certain equipment — 4

See accompanying notes to condensed financial statements.

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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, our initial product, is a liquid bait containing the active ingredients 4-vinylcyclohexene diepoxide 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.

Accordingly, ContraPest is an additional tool to use as part of an integrated pest management program.

In August 2016, the U.S.

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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.

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

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

1 unchanged sentence

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.

To date, we are authorized to sell Evolve Mouse in 37 states and territories.

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.

registrations 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 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.

Our condensed financial statements as of June 30, 2025 were prepared under the assumption that we would continue as a going concern.

Specifically, we have incurred significant operating losses since our inception, and we expect to continue to incur

significant expenses and operating losses for the foreseeable future.

These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition.

4 unchanged sentences

Liquidity and Capital Resources

Since our inception, we have sustained significant operating losses in the course of our research and development and commercialization activities and expect such losses to continue for the near future.

We have generated limited revenue to date from product sales, research grants and licensing fees received under a former license agreement.

We have primarily funded our operations to date through the sale of equity securities, including convertible preferred stock, common stock and warrants to purchase common stock.

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, 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:

Since our inception, we have incurred significant operating losses related to our research and development and commercialization efforts and we expect these losses to continue in the near term.

We have generated limited revenue to date from product sales and have primarily funded our operations through the sale of equity securities, including common stock and warrants to purchase common stock.As of June 30, 2025, we had an accumulated deficit of $ 139.4 million and cash and cash equivalents of $ 6.1 million.

Our ultimate, long-term 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;

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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, 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.

Based upon our current operating plan, we expect that cash and cash equivalents at June 30, 2025, in combination with anticipated revenue and any additional sales of our equity securities, including the most recent warrant exercise transaction in August 2025, see Note 11, Subsequent Events , will be sufficient to fund our current operations through at least the end of fiscal 2027.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 may still be needed before achieving anticipated revenue targets and margin targets.

If we are unable to raise necessary capital through the sale of our securities, we may be required to take other measures that could impair our ability to be successful and operate as a going concern.

In any event, additional capital is needed in order to fund our operating losses and research and development activities before we become profitable.

In any event, additional capital may be needed in order to fund our operating losses and research and development activities before we become profitable.

We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise capital through equity or debt financing.

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

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, 2025, and our operating results and cash flows for the six month periods ended June 30, 2025 and 2024.

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

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Advertising Costs

Advertising costs are expensed as incurred and were $ 22,000 and $ 61,000 for the three months ended March 31, 2025 and 2024, respectively.

Advertising costs are expensed as incurred and were $ 34,000 and $ 62,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 57,000 and $ 121,000 for the six months ended June 30, 2025 and 2024, respectively.

Comprehensive Loss

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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 $ 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.

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 $ 6.1 million and $ 1.3 million as of June 30, 2025 and December 31, 2024, 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

2025 2024 2025 2024

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

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Balance as of beginning of period $ — $ 5 $ — $ 5

7 unchanged sentences

Professional services 51 18

Inventory 18 —

Insurance 39 27

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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):

As of June 30, 2025, future principal payments were as follows (in thousands):

Total principal payments 234

3 unchanged sentences

The carrying amounts of our financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their short maturities.

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

Notes payable and operating lease liability are recorded at amortized cost, which approximates fair value.

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 lease commenced in April 2025 and expires in 2035.

The operating lease for our previous manufacturing and research operations and our corporate headquarters expired in May 2025.

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

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Operating lease cost $ 101 $ 57 $ 173 $ 113

As of June 30, 2025, the maturities of under the operating lease liability were as follows (in thousands):

Thereafter 2,245

Total operating lease payments 3,703

imputed interest ( 1,248 )

Total operating lease liability $ 2,455

STOCK-BASED COMPENSATION

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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.

As of June 30, 2025, we have 32,182 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.

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Share Weighted

Three months ended March 31, 2025:

Outstanding as of December 31, 2024:

Three months ended June 30, 2025:

Outstanding as of March 31, 2025:

175,671 $ 23.27 9.3

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Expired — — —

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

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

Outstanding as of June 30, 2025 175,662 (1)

Six months ended June 30, 2025:

Outstanding as of December 31, 2024 147,616 27.13 9.5

Granted 28,057 3.09 9.5

Exercised — — —

Forfeited ( 11 ) 2,497.70 —

Expired — — —

Outstanding as of June 30, 2025 175,662 (1)

Exercisable as of June 30, 2025 81,175 46.15 8.9

(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 three months ended March 31, 2025 was $ 3.08 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 and six months ended June 30, 2025 was $ 3.08 per share based on the following assumptions used in the Black-Scholes option pricing model:

Expected volatility 162 %

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Research and development $ 3 $ 4 $ 6 $ 8

2 unchanged sentences

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.

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.

As of June 30, 2025, the total compensation cost related to unvested options not yet recognized, unamortized stock-based compensation, was $ 245,000 , which will be recognized over a weighted average period of 2.1 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, 2025 and 2024 was as follows (dollars in thousands):

Activity in equity during the three and six month periods ended June 30, 2025 and 2024 was as follows (dollars in thousands):

Common Stock Additional

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

Stock-based compensation — — 90 — 90

Issuance of common stock, net 489,341 1 1,639 — 1,640

Issuance of common stock upon exercise of warrants, net 1,498,872 1 3,970 — 3,971

Net loss — — — ( 1,616 ) ( 1,616 )

Balances as of June 30, 2025 3,764,143 $ 4 $ 146,351 $ ( 139,378 ) $ 6,977

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

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

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

In June 2025, we completed a warrant inducement transaction whereby we issued 1,458,872 shares of common stock pursuant to the exercise of warrants.

Certain warrant holders were induced to exercise warrants at the existing exercise price of $ 2.90 per share and pay a purchase price of $ 0.125 per share, or an aggregate purchase price of $ 182,000 , in consideration of our issuance of new warrants with similar terms as the warrants that were induced to exercise (the “June 2025 Warrant Inducement”).

Additionally, warrants related to 40,000 shares were also exercised in June 2025 outside of the June 2025 Warrant Inducement.

Gross proceeds for warrants exercised in June 2025 was $ 4.5 million, before deducting $ 507,000 of issuance-related costs.

See Note 7, Common Stock Warrants , for a discussion of the new short-term warrants to purchase 1,458,872 shares that were issued in connection with the June 2025 Warrant Inducement.

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”).

Certain warrant holders were induced to exercise warrants by reducing the exercise price to the then current market price of our common stock (the “March 2025 Warrant Inducement”).

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”).

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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.

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 approximately $ 1.6 million (“ATM Facility”).

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.

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.

In connection with the March 2025 Warrant Inducement, new short-term warrants to purchase 1,517,608 shares of our common stock were issued, which are discussed in Note 7, Common Stock Warrants .

The offering is being conducted pursuant to a shelf registration statement on Form S-3 (Registration no.

333-261227), originally filed with the SEC on November 19, 2021, amended on May 4, 2022, and declared effective by the SEC on May 6, 2022, along with related prospectus supplements dated June 20, 2024 and April 22, 2025, which registration statement was subsequently replaced by a new shelf registration statement on Form S-3 (Registration no.

333-286955), filed with the SEC on May 2, 2025, amended on June 23, 2025, and declared effective by the SEC on June 24, 2025, along with related prospectus supplements dated June 24, 2025 and June 30, 2025.

All prospectus supplements were filed with the SEC pursuant to Rule 424(b) under the Securities Act.

During the first half of 2025, we have sold 854,660 shares of common stock under this ATM Facility for gross proceeds of $ 3.0 million, before deducting offering expenses of $ 299,000 .

As of June 30, 2025, there is capacity under the ATM Facility of $ 649,000 .

COMMON STOCK WARRANTS

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Date Exercise

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

Price Balance December 31, 2024 Issued Exercised Expired Balance June 30, 2025

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

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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

March 2025 Series G September 2026 $ 2.90 — 1,498,872 ( 1,498,872 ) — —

March 2025 Dealer Manager September 2026 $ 3.625 — 18,736 — — 18,736

July 2025 Series H October 2026 $ 4.15 — 1,458,872 — — 1,458,872

July 2025 Dealer Manager October 2026 $ 3.781 — 72,944 — — 72,944

1,307,842 3,049,424 ( 1,873,590 ) ( 81,073 ) 2,402,603

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Expired ( 81,073 ) 21.95 —

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.

Outstanding as of June 30, 2025 2,402,603 8.12 1.8

In connection with the June 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , we issued to those investors warrants to purchase up to 1,458,872 shares of our common stock at an exercise price of $ 4.15 per share, which are exercisable for 1.3 years from the date of issuance.

We estimated the fair value of these warrants to be $ 4.1 million using a Black-Scholes model based on the following significant inputs:

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and risk-free rate of 3.7 %.

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.

These warrants were exercised in August 2025, see Note 11, Subsequent Events .

In addition, placement agent warrants were issued to purchase up to 72,944 shares of our common stock at an exercise price of $ 3.781 per share, which are exercisable for 1.3 years from the date of issuance.

We estimated the fair value of these warrants to be $ 212,000 using a Black-Scholes model based on the following significant inputs:

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and risk-free interest rate of 3.7 %.

In connection with the March 2025 Warrant Inducement discussed in Note 6, Stockholders’ Equity , 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, which was obtained on June 9, 2025.

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;

volatility of 117 %;

term of 1.5 years;

dividend yield of 0 %;

and risk-free rate of 4.37 %.

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

common stock price of $ 2.38 per share;

volatility of 117 %;

term of 1.5 years;

dividend yield of 0 %;

and risk-free interest rate of 4.37 %.

LOSS PER SHARE

Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes prefunded warrants and shares held in abeyance from date of issuance.

Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, which includes any prefunded warrants and shares held in abeyance from date of issuance.

Diluted loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus potentially dilutive securities outstanding during the period determined using the treasury stock method.

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Common stock warrants — — — —

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Customer A 30 % 5 % 30 % 5 %

3 unchanged sentences

Customer A 38 % 30 %

Customer B 6 20

Customer C 11 —

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SUBSEQUENT EVENTS

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.

On August 5, 2025, we completed a warrant inducement transaction resulting in the issuance of 1,458,872 shares of our common stock upon the exercise of certain existing warrants (the “Warrant Inducement Transaction”).

The holders of such warrants agreed to exercise their existing warrants at the exercise price of $ 4.15 per share and pay a purchase price of $ 0.125 per share —totaling $ 274,000 — in consideration of our issuance, in a private placement, of new warrants.

These new warrants relate to 2,188,308 shares of common stock, have an exercise price of $ 5.25 per share, are immediately exercisable, and will expire 15 months after the effective date of the resale registration statement covering the underlying shares.

This Warrant Inducement Transaction generated gross proceeds of $ 6.3 million, before deducting placement agent fees and other offering expenses payable by us.

In connection with this transaction, we issued placement agent warrants to purchase up to 72,944 shares of common stock.

These placement agent warrants have an exercise price of $ 5.4219 per share and have terms substantially similar to those of the new warrants issued to the investors.

We have evaluated subsequent events from the balance sheet date through August 7, 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