What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-11 · 186 added, 118 removed, 413 unchanged (42% of the section changed)

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Financial Developments

On June 20, 2025, we filed a prospectus supplement (the “Prospectus Supplement”) to our Registration Statement on Form S-3, as amended (File No.

333-279077), which Form S-3 was declared effective by the Securities and Exchange Commission (the “SEC”) on September 25, 2024 (the “Registration Statement”), relating to the offer and sale of up to $2,534,352 shares of our common stock, par value $0.001 per share (the “Common Stock”), from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant to the terms of that certain Amended and Restated At Market Issuance Sales Agreement, dated February 9, 2021, as amended by Amendment No.

On June 20, 2025, we filed a prospectus supplement (the “Prospectus Supplement”) to our Registration Statement on Form S-3(the “Form S-3”), as amended (File No.

333-279077), which Form S-3 was declared effective by the Securities and Exchange Commission (the “SEC”) on September 25, 2024 (the “Registration Statement”), relating to the offer and sale of up to $2,534,352 of shares of our common stock, par value $0.001 per share (the “Common Stock”), from time to time through or directly to A.G.P./Alliance Global Partners (the “Sales Agent”) pursuant to the terms of that certain Amended and Restated At Market Issuance Sales Agreement, dated February 9, 2021, as amended by Amendment No.

1 thereto, dated May 3, 2021, as further amended by Amendment No.

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The Sales Agent will be entitled to compensation at a commission rate equal to up to 3.0% of the gross sales price per share of Common Stock sold.

On May 8, 2025 we consummated a public offering (the “May 2025 Offering”) of an aggregate of (i) 1,990,900 shares (the “Shares”) of Common Stock, (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 4,827,280 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) common stock purchase warrants (“Common Warrants”) to purchase up to 6,818,180 shares of common stock (the “Common Warrant Shares”).

Each Share and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.10.

Each Pre-Funded Warrant and associated Common Warrant to purchase one (1) Common Warrant Share was sold at a combined public offering price of $1.099.

We received aggregate gross proceeds from the May 2025 Offering of approximately $7.5 million, before deducting placement agent fees and other offering expenses.

Each Pre-Funded Warrant was immediately exercisable for one (1) Pre-Funded Warrant Shares at an exercise price of $0.001 per share and will remain exercisable until such Pre-Funded Warrant is exercised in full.

Each Common Warrant has an exercise price of $1.10 per Common

Warrant Share, is immediately exercisable, and expires five (5) years from its issuance date.

The exercise price of the Common Warrants and the Pre-Funded Warrants and number of shares of Common Stock issuable upon exercise will be adjusted in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events.

In the event of a fundamental transaction, as described in each of the Common Warrants and the Pre-Funded Warrants, the holders of such warrants will be entitled to receive upon exercise of their respective warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised their warrants immediately prior to such fundamental transaction.

In addition, in certain circumstances, upon a fundamental transaction, a holder of Common Warrants will have the right to require us to repurchase its Common Warrants at the Black Scholes Value;

provided, however, that, if the fundamental transaction is not within our control, including not approved by our board of directors, then the holder shall only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of Common Stock in connection with the fundamental transaction.

The Common Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Common Warrant Shares to the holder.

The Pre-Funded Warrants may be exercised on a cashless basis at any time.

A holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to our, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Common Warrants or Pre-Funded Warrants up to 9.99% of the number of our shares of Common Stock outstanding immediately after giving effect to the exercise.

During the three and nine months ended September 30, 2025, we sold approximately 706,810, shares of our Common Stock pursuant to the ATM Sales Agreement and received net proceeds of approximately $279,000.

During October 2025, we sold approximately 5,016,586 shares of our Common Stock pursuant to the ATM Sales Agreement and received net proceeds of approximately $2.2 million.

On October 24, 2025, we filed prospectus supplement no.

2 to the Form S-3, relating to the offer and sale of up to $4,019,597 of shares of our Common Stock pursuant to the ATM Sales Agreement, pursuant to which we have sold 10,326,015 of shares of Common Stock and received net proceeds of approximately $3.9 million as of the date of the filing of this Quarterly Report on Form 10-Q.

On September 28, 2025, the Board of Directors approved a plan to resize and restructure the company for purposes of focusing its attention on business development and licensing activities, clinical trial planning, exploratory VCN-01 manufacturing scale-up, limited preclinical activities related to VCN-01 and VCN-12 (the first candidate from our VCN-X discovery program), and our upcoming interactions with the U.S.

Food and Drug Administration and the European Medicines Agency for proposed pivotal clinical trials of VCN-01 in patients with mPDAC and retinoblastoma (the “Plan”).

Pursuant to the Plan, on September 30, 2025, we implemented a workforce reduction of approximately seven employees or 32% of the current global Company workforce.

The goal of this reduction is to direct our resources towards the activities detailed above in the Plan, which it believes will represent its best opportunity for success.

We expect to substantially complete the employee reduction immediately and estimate that it will incur a total of approximately $520,000 in charges in connection with the workforce reduction, which was accrued for as of September 30, 2025.

These charges consist primarily of cash severance and benefits over a three-month period, in connection with the workforce reduction.

The Plan is expected to save approximately $1.8 million in compensation and benefits annually, and together with additional anticipated operating cost reductions and capital raised pursuant to the ATM Sales Agreement, we expect that it will extend our cash runway into the first quarter of 2027.

On October 16, 2025, we entered into a warrant inducement agreement (the “Inducement Agreement”) with certain holders named therein (the “Holders”) of existing Common Stock Purchase Warrants to purchase up to an aggregate of 8,092,280 shares of Common Stock, consisting of (i) Common Stock Purchase Warrants to purchase up to an aggregate of 1,345,000 shares of Common Stock issued on September 27, 2024 (the “September Warrants”) and (ii) Common Stock Purchase Warrants to purchase up to an aggregate of 6,747,280 shares of Common Stock issued on May 8, 2025 (the “May Warrants” and, together with the September Warrants, the “Existing Warrants”).

Pursuant to the Inducement Agreement, on October 17, 2025, the Holders exercised for cash the Existing Warrants at a reduced exercise price of $0.54 per share and, in consideration therefor, we issued to the Holders new Common Stock Purchase Warrants (the “New Warrants”) to purchase an aggregate of 16,184,560 shares of Common Stock, equal to 200% of the number of shares of Common Stock underlying the Existing Warrants, at an exercise price of $0.54 per share, which New Warrants are exercisable for a term of five (5) years from the date of the approval from our stockholders of the full exercise of the New Warrants and the issuance of all of the shares of Common Stock issuable upon the exercise thereof.

We received aggregate gross proceeds of approximately $4.4 million for the exercise of the Existing Warrants, before deducting placement agent fees and other expenses payable by us.

We expect to use the net proceeds from the Warrant Exercise for working capital.

AGP served as our exclusive financial advisor in connection with the warrant exercise and other transactions described in the Inducement Agreement.

Pursuant to the terms of an engagement letter, dated October 16, 2025, by and between us and AGP, we agreed to pay to AGP a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holders upon exercise of the Existing Warrants and reimbursement of certain expenses.

On August 29, 2025, we held our 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, our stockholders (i) elected Jeffrey J.

Kraws, John Monahan, Steven A.

Shallcross and Jeffery Wolf as directors;

(ii) ratified the appointment of BDO USA P.C.

as our independent registered public accounting firm for the year ending December 31, 2025;

(iii) approved an amendment (“Amendment No.

2”) to our 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”) to (a) increase the number of shares of Common Stock that we will have authority to grant under the 2020 Stock Incentive Plan from 2,500,000 shares of Common Stock to 4,500,000 shares of Common Stock and (iii) approved, on an advisory basis, the compensation of our named executive officers.

Our Current Product Pipeline

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Recent Clinical Developments

On May 27, 2025, we announced a poster presentation by Dr.

Jaume Català-Mora, Pediatric Ophthalmologist, Sant Joan de Déu-Barcelona Children’s Hospital of results from investigator-sponsored Phase 1 study of VCN-01 in refractory retinoblastoma patients, which was presented on May 31, 2025 at the 2025 American Society of Clinical Oncology (ASCO) annual meeting, which took place from May 30, 2025 -June 3, 2025 in Chicago, Illinois.

Based on the study results it was concluded that VCN-01 (zabilugene almadenorepvec) was well tolerated, after 2 intravitreal administrations at 2E10 vp/eye.

The most frequently reported treatment-related adverse events were uveitis.

8,333 did not receive the second dose because of medical decision and also experienced glaucoma requiring treatment.

No systemic toxicities occurred.

There were no dose limiting toxicities and no ocular or systemic toxicities greater than Grade 3 during the evaluation period.

● Some degree of ocular inflammation and associated turbidity was observed after VCN-01 injection.

Inflammation was managed, and vitreous haze improved in some cases, using pre-emptive oral and/or topical steroids.

● VCN-01 did not cause retinal toxicity, and selective VCN-01 replication in retinoblastoma cells has been observed by immunohistochemical analysis.

VCN-01 caused reversible changes in electroretinograms associated to turbidity.

● Replication of VCN-01 was detected over time within retinoblastoma tumors but was not observed in healthy tissue

● Intravitreal VCN-01 demonstrated promising antitumor activity:

o Five patients presented a partial response, three presented stable disease and one, progressive disease

o The eyes of 3 out of 5 patients with partial response are preserved with vision after receiving eye-conservative therapy (follow-up 12-49 months)

On May 7, 2025, we announced positive topline outcomes from the VIRAGE Phase 2b clinical trial evaluating our lead product candidate VCN-01 (zabilugene almadenorepvec) plus standard-of-care (SoC) chemotherapy gemcitabine/nab-paclitaxel as a first line therapy for patients with metastatic pancreatic ductal adenocarcinoma (PDAC) for whom gemcitabine/nab-paclitaxel is the recommended first-line treatment option.

VCN-01 is a systemically-administered, tumor selective, stroma-degrading oncolytic adenovirus that has been granted Orphan Drug Designation and Fast Track Designation by the U.S.

Food and Drug Administration (FDA) for the treatment of pancreatic cancer.

The analysis of the VIRAGE trial includes data for first-line treatment of 96 newly-diagnosed metastatic PDAC patients:

● In the primary endpoint analysis, the 48 patients treated with at least one dose of gemcitabine/nab-paclitaxel SoC had a median overall survival (OS) of 8.6 months, while the 48 patients treated with VCN-01 followed by at least one dose of gemcitabine/nab-paclitaxel SoC had a median OS of 10.8 months [Hazard Ratio (HR) = 0.57, 95% CI 0.34-0.96, p=0.0546].

● The improvements in OS in the VCN-01+SoC treatment arm compared to the SoC control arm were reflected in increased progression free survival (PFS) [median PFS 7.0 vs 4.6 months;

HR = 0.55, 95% CI 0.34-0.88, p= 0.0105].

● The median duration of response (DoR) was 5.4 months (n=15) in the SoC control arm, while the median DoR in the VCN-01+SoC treatment arm was doubled to 11.2 months (n=19, HR = 0.22, 95% CI 0.08-0.62, p=0.0035).

The increase in OS was greater for patients who received 2 doses of VCN-01 and 4 or more cycles of gemcitabine/nab-paclitaxel SoC (n=34) compared with patients who received 4 or more cycles of gemcitabine/nab-paclitaxel SoC (n=29) [median OS 14.8 and 11.6 months respectively;

HR=0.44, 95% CI:

0.21-0.92, p=0.046], suggesting that the second dose of VCN-01 (administered 3 months after the first dose) provides a meaningful additional benefit in this treatment subgroup.

On October 8, 2025, preclinical data for VCN-12, a next generation oncolytic adenovirus developed as part of the VCN-X discovery program, was presented by Dr.

Ramon Alemany at the 32 nd Annual Congress of the European Society of Gene & Cell Therapy.

VCN-12 uses the same virus capsid as our lead clinical candidate VCN-01 (zabilugene almadenorepvec), but includes modifications intended to (i) increase stroma degradation by replacing human hyaluronidase PH20 with the more active bee hyaluronidase;

and (ii) increase tumor cell lysis by expressing the pore forming protein parasporin-2 to enable both cytotoxic and immunogenic cell death.

Parasporin-2 expression is expected to destroy both infected and surrounding uninfected tumor cells and stimulate a strong overall antitumor immune response and reduce viral immunodominance.

Data presented by Dr.

Alemany support the proposed VCN-12 mechanisms of action.

VCN-12 showed increased cell killing compared to VCN-01 in a variety of cancer cell models in vitro.

VCN-12 also displayed higher levels of hyaluronidase activity.

In animal studies, intravenous VCN-12 had a similar toxicity profile to VCN-01 in immunodeficient mice bearing human tumor xenografts.

Intratumoral VCN-12 significantly reduced tumor growth compared to VCN-01 in immunocompetent hamsters bearing HP-1 pancreatic tumors.

The antitumor effect of VCN-12 was observed in both the injected tumors and second tumors-implanted 4-days later but not injected.

Complete tumor regression of the first tumor was observed in two of nine hamsters and the second implanted tumor did not grow in these animals.

VCN-12 appeared to stimulate a persistent immune response that prevented the establishment of tumors in these two complete responders when they were implanted with HP-1 cells 43 days after VCN-12 treatment.

Further preclinical studies are planned to elaborate these initial findings.

In addition to the scheduled presentation on VCN-12, a recently-published pre-ESGCT meeting monograph details the results of a preclinical study conducted by investigators at the University of Navarra evaluating the intracranial administration of VCN-01 for the potential treatment of brain tumors.

The authors highlight the urgent need to develop new and improved therapies for brain cancers and conclude that their findings “provide a strong rationale for its [VCN-01] further development as a therapeutic option for patients with brain tumors” (Palacios-Alonso D et al.

(2025) Toxicity and Biodistribution of the Oncolytic Virus VCN-01 Following Intracranial Injection in Syrian Hamsters.

Hum Gene Ther.

36(17-18):1237-1247.

10.1177/10430342251372091).

On October 20, 2025, expanded mPDAC data from the VIRAGE Phase 2b trial (NCT05673811) was presented at the European Society for Medical Oncology (ESMO 2025) Annual Congress.

An abstract separate poster presentation on the same day describing previously reported data for SYN-004 (ribaxamase) in allogeneic hematopoietic transplant recipients was presented at Infectious Diseases Week (IDWeek) 2025 Annual Meeting.

Results from the VIRAGE Phase 2b trial included in the abstract for the presentation titled “VIRAGE trial:

randomized Phase IIb, open-label, study of Nab-Paclitaxel and Gemcitabine with/without intravenous VCN-01 in Patients with Metastatic Pancreatic Cancer (mPDAC )” are set forth below:

112 patients were randomized.

Patients in the modified intent to treat (mITT) population received at least 1 dose of gemcitabine/nab-paclitaxel (GA) standard of care chemotherapy (GA, Arm I) or VCN-01 (Arm II).

Patients in the full analysis set (FAS) population received at least 1 dose of gemcitabine/nab-paclitaxel standard of care chemotherapy (GA;

Arm I) or VCN-01 followed by at least 1 dose of GA (Arm II).

0.69 (0.42-1.12)

0.57 (0.34-0.96)

0.63 (0.4-1.0)

0.55 (0.34-0.88)

0.22 (0.08-0.62)

Definitions -mo.

OS (overall survival).

PS or PFS (progression free survival).

DoR (duration of response).

ORR (objective response rate).

HR (hazard ratio).

CI (confidence interval).

Compared to patients who started GA cycle 4 alone (Arm I), patients who received 2 VCN-01 doses and started GA cycle 4 (Arm II) showed greater improvement in OS (14.8 vs 11.6 months;

95% CI 0.21 - 0.92;

P =0.046) and PFS (11.2 vs 7.4 months;

95% CI 0.25 - 0.91;

VCN-01 administration was well tolerated.

All VCN- 01-related serious adverse events (n=13) were resolved, the most common being flu-like symptoms (13,2%), transaminase increase (5.7%) and drug-induced liver injury (3.8%).

Viral genome analysis confirmed the bioactivity of the second VCN-01 dose.

This study met its primary endpoints.

Patients receiving VCN-01 + GA had improved OS, PFS and DoR compared to GA standard of care.

Our Current Oncology-Focused Pipeline

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Our OV product candidates are engineered to efficiently infect and selectively replicate to a high extent in tumor cells versus normal host cells, which enables intravenous delivery.

By contrast, many other oncolytic viruses in clinical development today are administered by direct injection into the tumor.

By contrast, many other OVs in clinical development today are administered by direct injection into the tumor.

Intravenous delivery has the potential to expand the therapeutic effect of OVs because the virus can infect both the primary tumor and tumor metastases throughout the body.

Our first product candidate VCN-01, is a clinical stage oncolytic human adenovirus that is modified to express an enzyme, PH20 hyaluronidase, that is designed to degrade hyaluronan in the tumor stroma, which helps the virus and other molecules to penetrate and spread throughout the tumor.

VCN-01 can be used alone or in combination with other cancer therapies, such as chemotherapy and immunotherapy, for difficult to treat cancers.

VCN-01 can be used alone or in combination with other cancer therapies, such as chemotherapy and

immunotherapy, for difficult to treat cancers.

An expanding intellectual property portfolio supports our oncology programs, and because our products are characterized as biologics with Orphan Drug designation in our target indications, if approved by the FDA they will be further protected by data and/or market exclusivity.

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Current clinical update

We have recently completed patient treatment and follow-up in a Phase 2b clinical trial of intravenous VCN-01 with nab-paclitaxel plus gemcitabine in patients with PDAC and the clinical study report (CSR) is being prepared.

Similarly, the CSR is being finalized for the Phase 1 investigator sponsored trial evaluating intravitreal VCN-01 in patients with retinoblastoma.

A protocol amendment has recently been submitted in an additional investigator sponsored Phase 1 trial evaluating the intravenous administration of VCN-01 in patients prior to surgical resection of high-grade brain tumors.

The CSR has been completed for the Phase 1 Trial of intravenous VCN-01 in combination with durvalumab in subjects with recurrent/ metastatic squamous cell carcinoma of the head and neck (mSCCHN) and.

We have recently completed patient treatment and follow-up in a Phase 2b clinical trial of intravenous VCN-01 with nab-paclitaxel plus gemcitabine in patients with mPDAC and the clinical study report (CSR) has been completed.

Similarly, CSRs have been completed for the Phase 1 investigator sponsored trials evaluating (i) intravitreal VCN-01 in patients with retinoblastoma;

and (ii) intravenous VCN-01 in combination with durvalumab in subjects with recurrent/ metastatic squamous cell carcinoma of the head and neck (mSCCHN).

A protocol amendment has been submitted in an additional investigator sponsored Phase 1 trial evaluating the intravenous administration of VCN-01 in patients prior to surgical resection of high-grade brain tumors and on July 8, 2025 we were notified by the investigator that the protocol amendment had been approved by the Medicines and Healthcare products Regulatory Agency (MHRA) from UK.

Phase 1 Clinical Trials in PDAC

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The poster discussed the objectives, endpoints and key inclusion and exclusion criteria included in the trial protocol, together with the treatment schedule for each arm of the study.

On December 5, 2024 we announced the outcomes of a Type D meeting with the FDA to obtain guidance on the design of a potential Phase 3 clinical study of VCN-01 in combination with standard-of-care chemotherapy for the treatment of PDAC.

FDA advised that the optimal path forward for the VCN-01 PDAC program is to conduct a stand-alone Phase 3 study of VCN-01 with gemcitabine/nab-paclitaxel.

The FDA provided general agreement with our proposed design for a Phase 3 clinical study and indicated that inclusion of additional standard-of-care chemotherapy for PDAC was not necessary as it would complicate the study design and analysis.

The FDA provided general agreement with our proposed design for a Phase 3 clinical study and indicated that inclusion of additional standard-of-care chemotherapy for mPDAC was not necessary as it would complicate the study design and analysis.

The FDA meeting also highlighted the FDA’s preferences regarding certain statistical elements of confirmatory clinical studies, including methods for sample size estimation and the study population(s) used for data analysis.

On February 4, 2025, we received Scientific Advice from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) on the design of a potential Phase 3 clinical study of VCN-01 in combination with standard-of-care chemotherapy for the treatment of metastatic PDAC.

Consistent with feedback from the FDA, CHMP advised that a marketing authorization application (MAA) for VCN-01 in metastatic PDAC could be supported by positive results from a randomized, controlled, stand-alone Phase 3 study comparing VCN-01 combined with gemcitabine/nab-paclitaxel to gemcitabine/nab-paclitaxel standard-of-care alone.

Consistent with feedback from the FDA, CHMP advised that a marketing authorization application (MAA) for VCN-01 in mPDAC could be supported by positive results from a randomized, controlled, stand-alone Phase 3 study comparing VCN-01 combined with gemcitabine/nab-paclitaxel to gemcitabine/nab-paclitaxel standard-of-care alone.

The Scientific Advice also included CHMP suggestions regarding the study populations, inclusion/exclusion criteria, randomization and blinding, priority endpoints, and proposed statistical strategies for data analysis.

An additional comment from the EMA Committee for Orphan Medicinal Products (COMP) noted that the potential benefit of VCN-01 with gemcitabine/nab-paclitaxel in a Phase 3 trial will be compared with the therapeutic effects of the other approved standard-of-care chemotherapies (FOLFIRINOX, NALIRIFOX) when considering maintenance of the Orphan Medicinal Product status of VCN-01 at the time of an MAA.

On March 31, 2025, we announced that a second Independent Data Monitoring Committee (IDMC) review of data from the VIRAGE Phase 2b clinical trial in newly-diagnosed metastatic pancreatic ductal adenocarcinoma (PDAC) found that VCN-01 was well tolerated in combination with standard-of-care chemotherapy (gemcitabine/nab-paclitaxel) and the adverse event (AE) profile was as expected for the patient population and the medications being studied.

On March 31, 2025, we announced that a second Independent Data Monitoring Committee (IDMC) review of data from the VIRAGE Phase 2b clinical trial in newly-diagnosed mPDAC found that VCN-01 was well tolerated in combination with standard-of-care chemotherapy (gemcitabine/nab-paclitaxel) and the adverse event (AE) profile was as expected for the patient population and the medications being studied.

The VCN-01 AE profile was consistent with that observed in prior clinical trials.

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The IDMC noted that the overall type and number of AEs in the VCN-01 treatment group was as expected for the pancreatic cancer population, the duration of treatment, and the administration of an oncolytic virus.

On May 7, 2025, we announced positive topline outcomes from the VIRAGE Phase 2b clinical trial evaluating the Company’s lead product candidate VCN-01 (zabilugene almadenorepvec) plus standard-of-care (SoC) chemotherapy gemcitabine/nab-paclitaxel as a first line therapy for patients with metastatic pancreatic ductal adenocarcinoma (PDAC) for whom gemcitabine/nab-paclitaxel is the recommended first-line treatment option.

On May 7, 2025, we announced positive topline outcomes from the VIRAGE Phase 2b clinical trial evaluating our lead product candidate VCN-01 (zabilugene almadenorepvec) plus standard-of-care (SoC) chemotherapy gemcitabine/nab-paclitaxel as a first line therapy for patients with mPDAC for whom gemcitabine/nab-paclitaxel is the recommended first-line treatment option.

Topline outcomes are detailed above under “Recent Clinical Developments”.

On October 20, 2025, expanded mPDAC data from the VIRAGE Phase 2b trial (NCT05673811) were presented at ESMO 2025.

Retinoblastoma

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On April 23, 2024, we announced positive topline data from this study, with agreement by the study Monitoring Committee that the study had a positive outcome.

Per the terms of the clinical trial agreement, the determination by the study Monitoring Committee that the study had a positive outcome means we received an exclusive, worldwide technology license, and related patents from Hospital Sant Joan de Déu for the treatment of pediatric patients with advanced retinoblastoma and we will pay to Hospital Sant Joan de Déu the amount of three hundred twenty thousand, two hundred and sixty five Euros (€320,265) or approximately $334,000, upon receipt by us of the final clinical study report.

amount of three hundred twenty thousand, two hundred and sixty five Euros (€320,265) or approximately $334,000, upon receipt by us of the final clinical study report.

A pre-Investigational New Drug (“IND”) meeting with the FDA was held on December 19, 2023 to discuss the path forward for VCN-01 as an adjunct to chemotherapy in pediatric patients with advanced retinoblastoma.

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On October 11, 2024, the European Commission adopted the European Medicines Agency (EMA) recommendation to grant Orphan Medicinal Product Designation to VCN-01 for the treatment of retinoblastoma.

On May 27, 2025, the Company announced the definitive data from investigator-sponsored Phase 1 study of VCN-01 (zabilugene almadenorepvec) in refractory retinoblastoma patients in a poster presented by Dr.

On May 27, 2025, we announced the presentation of the final data from an investigator-sponsored Phase 1 study of VCN-01 (zabilugene almadenorepvec) in refractory retinoblastoma patients in a poster presented by Dr.

Jaume Català-Mora, Pediatric Ophthalmologist, Sant Joan de Déu-Barcelona Children’s Hospital at the 2025 American Society of Clinical Oncology (ASCO) annual meeting.

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On January 9, 2023, we issued a press release announcing that the first patient was dosed in this study and recruitment is on-going.

On May 12, 2025, a protocol amendment was submitted for this trial to MHRA (UK Regulatory Authorities).

On May 12, 2025, a protocol amendment was submitted for this trial to MHRA (UK Regulatory Authorities) and on July 8, 2025 we were notified by the investigator that the protocol amendment had been approved.

Our Current Gastrointestinal (GI) and Microbiome-Focused Pipeline

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All of our programs are supported by our growing intellectual property portfolio.

We are maintaining and building our patent portfolio through:

filing new patent applications;

We are maintaining and building our patent portfolio through filing new patent applications;

prosecuting existing applications;

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Based on the known mechanisms as well as our own supporting animal model data, we intended to initially develop SYN-020 to mitigate the intestinal damage caused by radiation therapy that is routinely used to treat pelvic cancers.

While we believe SYN-020 may play a pivotal role in addressing acute and long-term complications associated with radiation exposure to the GI tract, we have also begun planning for potential development of SYN-020 in large market indications with significant unmet medical needs.

While we believe SYN-020 may play a pivotal role in addressing acute and long-term complications associated with radiation exposure to the GI tract, we have also begun planning for

potential development of SYN-020 in large market indications with significant unmet medical needs.

Such indications include celiac disease, non-alcoholic fatty liver disease (“NAFLD”), and indications to treat and prevent metabolic and inflammatory disorders associated with aging.

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These data support the potential synergy of VCN-01 and additional first-line pancreatic cancer chemotherapy regimens FOLFIRINOX and NALIRIFOX.

Key finding reported in the poster include:

Key findings reported in the poster include:

● The combination of VCN-01 + topoisomerase I (topo1) inhibitors, such as liposomal irinotecan, has a tolerable toxicity profile and may improve efficacy in the treatment of human pancreatic cancer.

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Our internal VCN-X discovery programs are currently evaluating new oncolytic viruses that contain the Albumin Shield technology and may expand the potential efficacy of Theriva’s oncolytic viruses.

In October 2025, Dr.

Ramón Alemany, co-founder of VCN (now Theriva Biologics S.L.) and Head of the Immunotherapy and Virotherapy Group at the ProCURE Program of the Catalan Institute of Oncology (ICO) and the Oncobell Program of the Biomedical Research Institute of Bellvitge (IDIBELL) in Barcelona, presented new mechanistic and preclinical data for VCN-12, a next generation oncolytic adenovirus selected from our VCN-X discovery program at the 32 nd Annual Congress of the European Society of Gene & Cell Therapy (ESGCT) in Seville, Spain.

VCN-12 is derived from lead clinical product VCN-01 (zabilugene almadenorepvec) and is armed with additional transgenes designed to improve tumor cell lysis, enhance stroma degradation, and augment the antitumor immune response.

THERICEL suspension cell lines for viral manufacturing

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Accrued CRO costs are subject to revisions as such studies progress to completion.

At June 30, 2025 and 2024, we have accrued CRO expenses of $2.5 million, that are included in accrued expenses.

As of June 30, 2025 and 2024, we have prepaid CRO costs of $0.05 million and $0.2 million, respectively, that are included in prepaid expenses.

At September 30, 2025 and 2024, we have accrued CRO expenses of $1.7 million and $2.4 million, respectively, that are included in accrued expenses.

As of September 30, 2025 and 2024, we have prepaid CRO costs of zero and $0.4 million, respectively, that are included in prepaid expenses.

Results of Operations

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 30, 2025 and 2024

General and Administrative Expenses

General and administrative expenses increased to $11.2 million for the three months ended June 30, 2025, from $1.5 million for the three months ended June 30, 2024.

This increase of 662% is primarily comprised of the increase in fair value of the contingent consideration adjustment of $9.2 million due to the VIRAGE Phase 2b clinical trial of VCN-01 in PDAC achieving its primary survival and safety endpoints and increased registration fees.

The charge related to stock-based compensation expense was $97,000 for the three months ended June 30, 2025, compared to $114,000 for the three months ended June 30, 2024.

General and administrative expenses decreased to $1.9 million for the three months ended September 30, 2025, from $2.3 million for the three months ended September 30, 2024.

This decrease of 18% is primarily comprised of the decrease in compensation costs offset by the increase in the fair value of the contingent consideration and increased investor relations expense.

The charge related to stock-based compensation expense was $118,000 for the three months ended September 30, 2025, compared to $118,000 for the three months September 30, 2024.

We expect general and administrative expenses to decrease due to the workforce reduction implemented on September 30, 2025.

Research and Development Expenses

Research and development expenses decreased to $2.0 million for the three months ended June 30, 2025, from approximately $3.0 million for the three months ended June 30, 2024.

This decrease of 34% is primarily the result of lower clinical trial expenses related to our VIRAGE Phase 2b clinical trial of VCN-01 in PDAC, lower indirect cost related to decreased VCN-01 manufacturing costs and lower clinical trial expenses related to our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients, offset by higher patent expenses related to SYN-020.

We anticipate research and development expense to increase as we complete our VIRAGE Phase 2b clinical trial of VCN-01and plan for a potential Phase 3 clinical trial of VCN-01 in PDAC, advance our VCN-01 program in retinoblastoma, expand GMP scale-up manufacturing activities for VCN-01, and continue supporting our other preclinical and discovery initiatives.

The charge related to stock-based compensation expense was $76,000 for the three months ended June 30, 2025, compared to $58,000 related to stock-based compensation expense for the three months ended June 30, 2024.

The following table sets forth our research and development expenses directly related to our product candidates for the three months ended June 30, 2025 and 2024.

Research and development expenses decreased to $2.6 million for the three months ended September 30, 2025, from approximately $2.7 million for the three months ended September 30, 2024.

This decrease of 7% is primarily the result of lower clinical trial expenses related to the completion of our VIRAGE Phase 2b clinical trial of VCN-01 in PDAC, lower indirect cost related to compensation and lower clinical trial expenses related to our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients, offset by higher patent expenses related to SYN-020.

We anticipate research and development expense to decrease subsequent to the completion of our VIRAGE Phase 2b clinical trial of VCN-01 as we focus on regulatory interactions around potential pivotal clinical trials of VCN-01 in PDAC and retinoblastoma, continue exploratory VCN-01 manufacturing scale-up activities, and continue supporting our other preclinical and discovery initiatives.

The charge related to stock-based compensation expense was $110,000 for the three months ended September 30, 2025, compared to $59,000 related to stock-based compensation expense for the three months ended September 30, 2024.

The following table sets forth our research and development expenses directly related to our product candidates for the three months ended September 30, 2025 and 2024.

These direct expenses were external costs associated with preclinical studies and clinical trials.

Indirect research and development expenses related to employee costs, facilities, stock-based compensation and research and development support services that are not directly allocated to specific product candidates.

September 30,

Therapeutic Areas

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Total Research and Development

Goodwill Impairment

During the quarter ended June 30, 2024, we experienced a sustained decline in the quoted market price of our common stock and we deemed this to be a triggering event for impairment.

The Company performed an interim impairment analysis using the “Income approach” that requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.

We concluded that the IPR&D was not impaired as of June 30, 2024, however, goodwill with a carrying value of $5.5 million was written down to its estimated fair value of $1.5 million and an impairment charge of $4.0 million was recorded during the quarter ended June 30, 2024.

IPRD and Goodwill Impairment

During the three months ended September 30, 2024, we experienced a sustained decline in the quoted market price of our Common Stock and we deemed this to be a triggering event for impairment.

We performed an interim impairment analysis using the “Income approach” that requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of our development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.

We concluded that the in-process R&D with a carrying value of $19.8 million was written down to its estimated fair value of $18.6 million and an impairment charge of $1.3 million was recorded, and goodwill with a carrying value of $1.5 million was written down to its estimated fair value of zero and an impairment charge of $1.5 million was recorded during the quarter.

The decrease in the valuation was primarily driven by an increase in the discount rate which was impacted by an increase in the company specific risk premium, and not by material changes to the clinical and administrative operations of the business.

Goodwill was fully impaired during 2024.

There were no impairment indicators present during the three months ended Septemebr 30, 2025.

Other Income/Expense

Other income was $74,000 for the three months ended June 30, 2025 compared to other income of $172,000 for the three months ended June 30, 2024.

Other income for the three months ended June 30, 2025 is primarily comprised of interest income of $54,000 and an exchange gain of $20,000.

Other income for the three months ended June 30, 2024 is primarily comprised of interest income of $173,000 and exchange loss of $1,000.

Our net loss for the three months ended June 30, 2025 was $13.1 million, or ($1.93) per common share, compared to $8.3 million, or ($10.72) per common share for the three months ended June 30, 2024.

Six Months Ended June 30, 2025 and 2024

Other income was $79,000 for the three months ended September 30, 2025 compared to other income of $161,000 for the three months ended September 30, 2024.

Other income for the three months ended September 30, 2025 is primarily comprised of interest income of $65,000 and an exchange gain of $14,000.

Other income for the three months ended September 30, 2024 is primarily comprised of interest income of $158,000 and exchange gain of $3,000.

Our net loss for the three months ended September 30, 2025 was $4.4 million, or ($0.45) per common share, compared to $7.7 million, or ($6.81) per common share for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 and 2024

General and Administrative Expenses

General and administrative expenses increased to $12.6 million for the six months ended June 30, 2025, from $3.4 million for the six months ended June 30, 2024.

This increase of 271% is primarily comprised of the increase in fair value of the contingent consideration adjustment of $9.2 million due to the VIRAGE Phase 2b clinical trial of VCN-01 in PDAC achieving its primary survival and safety endpoints and increased registration fees.

The charge related to stock-based compensation expense was $151,000 for the six months ended June 30, 2025, compared to $215,000 for the six months ended June 30, 2024.

General and administrative expenses increased to $14.5 million for the nine months ended September 30, 2025, from $5.7 million for the nine months ended September 30, 2024.

This increase of 155% is primarily comprised of the increase in fair value of the contingent consideration adjustment of $9.2 million due to the VIRAGE Phase 2b clinical trial of VCN-01 in PDAC achieving its primary survival and safety endpoints offset by decrease in compensation costs.

The charge related to stock-based compensation expense was $269,000 for the nine months ended September 30, 2025, compared to $335,000 for the nine months ended September 30, 2024.

We expect general and administrative expenses to decrease due to the workforce reduction implemented on September 30, 2025.

Research and Development Expenses

Research and development expenses decreased to $4.9 million for the six months ended June 30, 2025, from approximately $6.4 million for the six months ended June 30, 2024.

This decrease of 23% is primarily the result of lower clinical trial expenses related to our VIRAGE Phase 2b clinical trial of VCN-01 in PDAC, lower indirect cost related to decreased VCN-01 manufacturing costs and lower clinical trial expenses related to our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients, offset by higher and higher patent expenses related to SYN-020.

The charge related to stock-based compensation expense was $122,000 for the six months ended June 30, 2025, compared to $116,000 related to stock-based compensation expense for the six months ended June 30, 2024.

The following table sets forth our research and development expenses directly related to our product candidates for the six months ended June 30, 2025 and 2024.

Research and development expenses decreased to $7.5 million for the nine months ended September 30, 2025, from approximately $9.1 million for the nine months ended September 30, 2024.

This decrease of 18% is primarily the result of lower clinical trial expenses related to the completion of our VIRAGE Phase 2b clinical trial of VCN-01 in PDAC, lower clinical trial expenses related to our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT recipients and lower indirect cost related to compensation, offset by higher patent expenses related to SYN-020.

The charge related to stock-based compensation expense was $232,000 for the nine months ended September 30, 2025, compared to $175,000 related to stock-based compensation expense for the nine months ended September 30, 2024.

The following table sets forth our research and development expenses directly related to our product candidates for the nine months ended September 30, 2025 and 2024.

These direct expenses were external costs associated with preclinical studies and clinical trials.

September 30,

Therapeutic Areas

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Total Research and Development

Goodwill Impairment

During the six months ended June 30, 2024, we experienced a sustained decline in the quoted market price of our Common Stock and we deemed this to be a triggering event for impairment.

IPRD and Goodwill Impairment

During the nine months ended September 30, 2024, we experienced a sustained decline in the quoted market price of our Common Stock and we deemed this to be a triggering event for impairment.

We performed an interim impairment analysis using the “Income approach” that requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.

We concluded that the in-process R&D with a carrying value of $19.8 million was written down to its estimated fair value of $18.6 million and an impairment charge of $1.3 million was recorded, and goodwill with a carrying value of $5.6 million was written down to its estimated fair value of zero and an impairment charge of $5.6 million was recorded during the nine months ended September 30, 2024.

Goodwill was fully impaired during 2024.

There were no impairment indicators present during the nine months ended Septemebr 30, 2025.

Other Income/Expense

Other income was $167,000 for the six months ended June 30, 2025 compared to other income of $400,000 for the six months ended June 30, 2024.

Other income for the six months ended June 30, 2025 is primarily comprised of interest income of $150,000 and an

exchange gain of $17,000.

Other income for the six months ended June 30, 2024 is primarily comprised of interest income of $402,000 and exchange loss of $2,000.

Other income was $245,000 for the nine months ended September 30, 2025 compared to other income of $560,000 for the nine months ended September 30, 2024.

Other income for the nine months ended September 30, 2025 is primarily comprised of interest income of $215,000 and an exchange gain of $30,000.

Other income for the nine months ended September 30, 2024 is primarily comprised of interest income of $559,000 and exchange gain of $1,000.

Net Loss Attributable to Common Stockholders

Our net loss attributable to common stockholders was approximately $17.4 million, or $3.64 per basic and diluted common share for the six months ended June 30, 2025, compared to a net loss of approximately $13.5 million, or $18.45 per basic common share and diluted common share for the six months ended June 30, 2024.

Our net loss attributable to common stockholders was approximately $21.7 million, or ($3.38) per basic and diluted common share for the nine months ended September 30, 2025, compared to a net loss of approximately $21.2 million, or ($24.47) per basic common share and diluted common share for the nine months ended September 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025, we had a significant accumulated deficit, and with the exception of the three months ended June 30, 2010 and the three months ended December 31, 2017, we have experienced significant losses and incurred negative cash flows since inception.

We have incurred an accumulated deficit of $352.4 million as of June 30, 2025, and expect to continue to incur losses in the foreseeable future with the recognition of revenue being contingent on successful phase 3 clinical trials and requisite approvals by the FDA or foreign equivalents.

Our cash and cash equivalents totaled $12.1 million as of June 30, 2025, an increase of $0.5 million from December 31, 2024.

During the year ended December 31, 2024 and six months ended June 30, 2025, the primary use of cash was for working capital requirements and operating activities which resulted in a net loss of $25.6 million and $17.4 million for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively.

With our cash position of $9.5 million as of early August 2025, we believe we will be able to fund our operations into the first quarter of 2026.

Based on our current plans, our cash and cash equivalents will be sufficient to cover overhead costs, manufacturing costs for near-term clinical supply, and limited research efforts, including our ongoing Phase 1 and Phase 2 clinical trials for VCN-01, preclinical studies supporting VCN-01, our ongoing discovery initiatives, and to fund our committed obligations under the terms of the VCN share purchase agreement (the “VCN Purchase Agreement”) related to the Acquisition, but will not be sufficient for additional trials of VCN-01, SYN-020 or SYN-004, or to complete the last cohort of the Phase 1b/2a clinical trial of SYN-004, which are expected to require significant cash expenditures.

Following the completion of our ongoing Phase 1 and Phase 2b clinical trials for VCN-01, and preclinical studies supporting VCN-01 and our discovery initiatives, we will need to obtain additional funds for future clinical trials.

As of September 30, 2025, we had a significant accumulated deficit, and with the exception of the three months ended June 30, 2010 and the three months ended December 31, 2017, we have experienced significant losses and incurred negative cash flows since inception.

We have incurred an accumulated deficit of $356.7 million as of September 30, 2025, and expect to continue to incur losses in the foreseeable future with the recognition of revenue being contingent on successful phase 3 clinical trials and requisite approvals by the FDA or foreign equivalents.

Our cash and cash equivalents totaled $7.5 million as of September 30, 2025, a decrease of $4.1 million from December 31, 2024.

However, subsequent to September 30, 2025, our cash position increased to $15.5 million as a result of our receipt of $6.1 in net proceeds from sales made pursuant to the ATM Sales Agreement and $4.0 million in net proceeds in connection with the warrant inducement consummated in October 2025.

During the year ended December 31, 2024 and nine months ended September 30, 2025, the primary use of cash was for working capital requirements and operating activities which resulted in a net loss of $25.6 million and $21.7 million.

We believe our cash position of $15.5 million as of early November 2025, will allow us to fund our operations into the first quarter of 2027.

However, despite this liquidity position, we continue to experience operating losses and face significant uncertainties related to our business model, market conditions, clinical trial outcomes, FDA review timelines and strategic initiatives.

These factors raise substantial doubt about our ability to continue as a going concern beyond the next twelve months without additional capital or other strategic actions.

Management has developed plans intended to mitigate these uncertainties, including pursuing strategic collaborations, securing additional financing, and prioritizing key development programs.

While management believes these plans are probable of being successfully implemented, there can be no assurance that such actions will be sufficient to alleviate the going concern uncertainty.

Based on our current plans, our cash and cash equivalents will be sufficient to cover overhead costs, close out of the VIRAGE Phase 2b clinical trial, exploratory VCN-01 manufacturing scale-up activities, regulatory interactions regarding proposed VCN-01 clinical trials in PDAC and retinoblastoma, and preclinical studies supporting VCN-01 and VCN-12, the first candidate from our VCN-X discovery program.

The cash is also sufficient to fund our committed obligations under the terms of the VCN share purchase agreement (the “VCN Purchase Agreement”) related to the Acquisition, but will not be sufficient for additional trials of VCN-01, SYN-020 or SYN-004, or to complete the last cohort of the Phase 1b/2a clinical trial of SYN-004, which are expected to require significant cash expenditures.

Following the completion of our ongoing Phase 1 and Phase 2b clinical trials for VCN-01, and preclinical studies supporting VCN-01

and our discovery initiatives, we will need to obtain additional funds for future clinical trials.

We anticipate that our future clinical trials will be much larger in size and require larger cash expenditures than the aforementioned clinical programs.

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During the year ended December 31, 2024, our only source of cash was from sales of our Common Stock through the ATM Sales Agreement pursuant to which we sold 569,000 shares of our Common Stock for net proceeds of $3.6 million and from the sale of our securities in our public offering of 918,600 shares of Common Stock in combination with accompanying warrants to purchase an aggregate of 1,428,600 shares of the Common Stock for gross proceeds of $2.5 million (net proceeds of $2.0 million, after deducting underwriting discounts and estimated expenses).

During the six months ended June 30, 2025, the only source of cash was from the $1.7 million received for the Research and Development rebate program, $1.4 million for the THERICEL project loan from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science and, in May 2025, we closed our May 2025 Offering of 6,818,180 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) in combination with accompanying Common Warrants to purchase an aggregate of 6,818,180 shares of the Common Stock for gross proceeds of $7.5 million (net proceeds of $6.9 million, after deducting underwriting discounts and estimated expenses).

During the three and nine months ended September 30, 2025, we sold approximately 706,810 shares of our Common Stock pursuant to the ATM Sales Agreement and received net proceeds of approximately $279,000.

During October 2025, we sold through the Sales Agreement approximately 15,342,601 shares of our Common Stock pursuant to the ATM Sales Agreement and received net proceeds of approximately $6.1 million.

During the nine months ended September 30, 2025, the primary source of cash was from the $1.7 million received for the Research and Development rebate program, $1.4 million for the THERICEL project loan from the National Knowledge Transfer Program of the Spanish government’s Ministry of Science and, in May 2025, we closed our May 2025 Offering of 6,818,180 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) in combination with accompanying Common Warrants to purchase an aggregate of 6,818,180 shares of the Common Stock for gross proceeds of $7.5 million (net proceeds of $6.9 million, after deducting underwriting discounts and estimated expenses).

Pursuant to the terms of the VCN Purchase Agreement, we were required to pay up to $70.2 million in additional consideration upon the achievement of certain milestones, including regulatory filings of which to date $6.8 million has been paid.

In September 2022, we received approval from the FDA to proceed with the Phase 2 clinical trial of VCN-01 in metastatic pancreatic ductal adenocarcinoma (mPDAC).

Due to this approval we paid Grifols Innovation and New Technologies Limited (“Grifols”), $3.0 million in the fourth quarter 2022.

In August 2023, we initiated patient dosing in the U.S.

in our Phase 2 clinical trial of VCN-01 in mPDAC.

As a result, payment was made subsequent to September 30, 2023 in the amount of $3.25 million.

During the three months ended June 30, 2025, we met the primary survival and safety endpoints in our VIRAGE Phase 2b clinical trial evaluating our lead product candidate VCN-01.

As a result of achieving the primary survival and safety endpoints in the Phase 2b clinical trial, we are obligated to pay Grifols $6 million.

On August 5, 2025, we and Grifols agreed to deferring the $6 million milestone payment into three payments;

$500,000 was paid in August 2025, $500,000 will be paid by the end of December 2025, and the remaining $5 million payment will be deferred until a licensing or business development transaction is secured.

There can be no assurance that we will be able to continue to raise funds through the sale of shares of Common Stock through the ATM Sales Agreement or other equity financings.

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We have spent, and expect to continue to spend, a substantial amount of funds in connection with implementing our business strategy, including our planned product development efforts, preparation for our planned clinical trials, performance of clinical trials and our research and discovery efforts.

Based on our current plans, our cash and cash equivalents will not be sufficient to enable us to meet our near term or long-term expected plans as it is anticipated that we will not have enough cash to continue our operations for the next twelve months from the date of the filing of this Quarterly Report on Form 10-Q.

We will be required to obtain additional funding in order to continue the development of certain product candidates within the anticipated time periods (including initiation of planned clinical trials), if at all, and to continue to fund operations at the current cash expenditure levels.

We do anticipate that our current cash of approximately $9.5 million as of early August 2025 will allow us to cover overhead costs, manufacturing costs for near-term clinical supply, and limited research efforts, including our ongoing Phase 1 and Phase 2 clinical trials for VCN-01, preclinical studies supporting VCN-01, our ongoing discovery initiatives, and to fund our committed obligations under the terms of the VCN Share Purchase Agreement (the “VCN Purchase Agreement”) related to the Acquisition into the first quarter of 2026.

We do anticipate that our current cash of approximately $15.5 million as of early November 2025

will allow us to fund our operations into the first quarter of 2027, including overhead costs, close out of the VIRAGE Phase 2b clinical trial;

exploratory VCN-01 manufacturing scale-up activities, regulatory interactions regarding proposed VCN-01 clinical trials in PDAC and retinoblastoma, and preclinical studies supporting VCN-01 and VCN-12, the first candidate from our VCN-X discovery program.

The cash is also sufficient to fund our committed obligations under the terms of the VCN Purchase Agreement related to the Acquisition.

Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue.

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The following table summarizes our cash flows for the periods presented:

Six Months Ended June 30,

Nine Months Ended September 30,

Cash used in operating activities

2 unchanged sentences

Effects of exchange rate changes on cash and cash equivalents

Net increase(decrease) increase in cash

Net (decrease) in cash

Cash and cash equivalents, beginning of period

1 unchanged sentence

Cash Used in Operating Activities

Net cash used in operating activities was $9.5 million and $8.3 million during the six months ended June 30, 2025 and 2024, respectively, which was primarily due to the use of funds in our operations related to the development of VCN-01 our product candidate.

Net cash used in operating activities was $13.8 million and $12.2 million during the nine months ended September 30, 2025 and 2024, respectively, which was primarily due to the use of funds in our operations related to the development of VCN-01 our product candidate.

Cash Used in Investing Activities

Cash used in investing activities during the six months ended June 30, 2025 and 2024 was $16,000 and $1,000, respectively, for equipment purchases.

Cash used in investing activities during the nine months ended September 30, 2025 and 2024 was $35,000 and $1,000, respectively, for equipment purchases.

Cash Provided By Financing Activities

Cash provided by financing activities during the six months ended June 30, 2025 included $1.8 million received for the research and development tax credit, $1.4 million in loan proceeds from the THERICEL project loan and $6.9 million in net proceeds from the sale of Common Stock, offset by payments of loans in the amount of $67,000.

Cash provided by financing activities during the six months ended June 30, 2024 included at the market offering proceeds of $1.8 million from sales of 4.4 million shares of our Common Stock offset by payments related to loans extended by certain Spanish institutions of $67,000.

Cash provided by financing activities during the nine months ended September 30, 2025 included $1.8 million received for the research and development tax credit, $1.5 million in loan proceeds from the THERICEL project loan, $6.7 million in net proceeds from the sale of Common Stock and at the market offering proceeds of $279,000 from sales of 706,810 shares of our Common Stock pursuant to the ATM Sales Agreement offset by payments of loans in the amount of $69,000 and payment of contingent consideration of $500,000.

Cash provided by financing activities during the nine months ended September 30, 2024 included at the market offering proceeds of $3.6 million from sales of 569,000 shares of our Common Stock offset by payments related to loans extended by certain Spanish institutions of $67,000 and net proceeds of $2.0 million from the sale of our securities in our public offering of 918,600 shares of Common Stock in combination with accompanying warrants to purchase an aggregate of 1,428,600 shares.

Off-Balance Sheet Arrangements

During the three months ended June 30, 2025, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

During the three months ended September 30, 2025, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

Contractual Obligations

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We have made certain accounting policy elections whereby we (i) do not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) combine lease and non-lease elements of our operating leases.

As of June 30, 2025, we did not have any material finance leases.

As of September 30, 2025, we did not have any material finance leases.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

1 unchanged sentence

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 2. Management’s Discussion and Analysis