MTNB 10-K & 10-Q changes, risk factors and insider trading

To date, we have invested significant efforts and financial resources in the research and development of MAT2203, which was our lead product product candidate in clinical trials. In October 2024, we announced that negotiations under a previously disclosed non-binding term sheet regarding global rights to MAT2203 have been terminated following notification from the prospective partner. As a result, we implemented an 80% workforce reduction effective as of October 31, 2024 and ceased all productclinical development activities to conserve cash. We mayare retainalso an advisor to assist us with a potential transaction involving MAT2203, and will evaluate evaluating other strategic alternatives. There can be no assurance that efforts to identify and evaluate a potential buyer or partner for MAT2203 will result in any definitive offer to consummate a strategic transaction, or if made what the terms thereof will be or that any transaction will be approved or consummated. If any definitive offer to consummate a sale is received, there can be no assurance that a definitive agreement will be executed or that, if a definitive agreement is executed, the transaction will be consummated. In addition, there can be no assurance that any transaction, involving our company and/or assets, that is consummated would enhance shareholder value. There also can be no assurance that we will conduct further drug research or development activities in the future.

If we do not successfully consummate a transaction involving MAT2203, our board of directorsBoard may decide to pursue a winddown or dissolution of our company. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such dissolution as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

There can be no assurance that a transaction involving MAT2203 will be consummated, and previous efforts to do so have not been successful. If no transaction is completed, ourthe board of directorsBoard may decide to pursue a winddown or dissolution. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such a decision and, ultimately, such liquidation, since the amount of cash available for distribution continues to decrease as we fund our limited operations while we evaluate our options. In addition, if our board of directorsBoard were to approve and recommend, and our stockholders were to approve, a winddown or dissolution of our company, we would be required under Delaware corporate law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. Our commitments and contingent liabilities liabilities may include (i) obligations under our employment and related agreements with certain employees that provide for severance and other payments following a termination of employment occurring for various reasons, including a change in control of our company; (ii) potential litigation against us, and other various claims and legal actions arising in the ordinary course of business; and (iii) non-cancelable facility lease obligations. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations. In addition, we may be subject to litigation or other claims related to a winddown or dissolution of our company. If a winddown or dissolution were pursued, our board of directors,Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our common stock could lose all or a significant portion of their investment in the event of a winddown or dissolution of our company.

As discussed in Note 2 to the consolidated financial statements for the fiscal year ended December 31, 2024,2025, our consolidated financial statementstatements for the fiscal year ended December 31, 2024 include an explanatory paragraph that such financial statements2025 were prepared assuming that we will continue as a going concern. A going concern basis assumes that we will continue our operations for the foreseeable future and contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we resume development activities and are required by the U.S. Food and Drug Administration, or the FDA,FDA or comparable non-U.S. regulatory authorities to perform studies in addition to those currently expected, or if there are any delays in completing our clinical trials or the development of any of our product candidates, our expenses could increase.

We expect our expenses to be lower during 20252026 compared to 20242025 until we secure additional funding, but generally we expect our expenses expenses to increase over time if we resume the development of MAT2203. Our expenses could further increase if we initiate new research and preclinical development efforts for other product candidates. In addition, if we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales, and distribution. Furthermore, we expect to incur significant additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with continued operations. If we are unable to raise capital when needed or on attractive terms, we it could behave forceda material adverse effect on our business and our ability to delay,continue reduce,as ora eliminategoing our research and development programs or any future commercialization efforts.concern.

As of December 31, 2024,2025, we had outstanding options to purchase an aggregate of 685,405457,219 shares of our common stock at a weighted average exercise price of $46.70$34.76 per share and outstanding warrants to purchase an aggregate of 666,66710,516,543 shares of our common stock at ana weighted average exercise price of $17.50. On$0.97 February 13, 2025, we issued warrants to purchase an aggregate of 5,631,404 shares of our common stock at an exercise price of $0.6446 per share, and we expect to issue warrants to purchase an additional 5,631,404 at an exercise price of $0.6446 per share in the near future. The exercise of such outstanding options and warrants will result in dilution of the value of our shares.

To date, we have only developed limited in-house manufacturing capabilities for the LNC Platform needed for the clinical development our MAT2203 product candidates. We havepreviously entered into an agreement with Patheon, a wholly owned subsidiary of ThermoFisher, to prepare for for the commercial manufacture of MAT2203.MAT2203, but this agreement ended with the reduction in force implemented in 2024. If wewe, or a partner, do not develop a long-term manufacturing capability for our LNC platformPlatform product candidates sufficient to produce product for continued development and, if regulatory approval is obtained, then commercialization of these products, we will be dependent on a small number of third-party manufacturers for the manufacture of our product candidates. We may not have long-term agreements with any of these third parties, and if they are unable or unwilling to perform for any reason, we may not be able to locate alternative acceptable manufacturers or formulators or enter into favorable agreements with them. Any inability to acquire enough of our products in a timely manner from these third parties could delay clinical trials and prevent us from developing our products in a cost-effective manner or on a timely basis. In addition, manufacturers of our product candidates are subject to cGMP and similar foreign standards, and we would not have control over compliance with these regulations by our manufacturers. If one of our contract manufacturers fails to maintain compliance, the production of our products could be interrupted, resulting in delays and additional costs. In addition, if the facilities of such manufacturers do not pass a pre-approval or post-approval plant inspection, the FDA will not grant approval and may institute restrictions on the marketing or sale of our products.

If we cannot enroll enough patients to complete our upcoming clinical trials, our business, financial condition, and results of operations may be adversely affected.

We believe that historically our procedures for enrolling patients have been appropriate; however, delays in patient enrollment would increase costs and delay ultimate commercialization and sales, if any, of our products. Such delays could materially adversely affect our business, financial financial condition, and results of operations.

Our currentCurrent plans for filing the NDAsNDA for MAT2203 include efforts to minimize the data we will be required to generate to obtain marketing approval for this product candidate and therefore reduce the development time. We intend to rely on the history of efficacy of amphotericin B, and although we met with the FDA in 2019, 2021 and again in 2022 to discuss our development plans for MAT2203, there is no assurance we will satisfy FDA’s requirements for approval of MAT2203 under a 505(b)(2) pathway. The timeline for filing and review of our NDA for MAT2203 is based on our plan to submit the NDA under Section 505(b)(2) of the FDCA, which would enable us to rely in part on data in the public domain or elsewhere. We have not yet filed an NDA under Section 505(b)(2) for any product candidate. Depending on the data that may be required by the FDA for approval, some of the data may be related to products already approved by the FDA. If the data relied upon is related to products already approved by the FDA and covered by third-party patents, we would be required to certify that we do not infringe the listed patents or that such patents are invalid or unenforceable. As a result of the certification, the third-party would have 45 days from notification of our certification to initiate an action against us.

Our future profitability willmay depend, in part, on our ability to commercialize our product candidates in foreign markets for which we intend to rely on collaborations with third parties. If we commercialize MAT2203 or any other product candidates that we may develop in foreign markets, we would be subject to additional risks and uncertainties, including:

We have 3two full time employees and retained the services of two independent contractors/consultants as of March 31,16, 2025.2026. If our development and commercialization plans and strategies develop, we may need to expand the size of our employee base for managerial, development, operational, sales, marketing, financial and other resources. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate, and integrate additional employees. In addition, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Our future financial performance and our ability to commercialize our product candidates and our ability to compete effectively will depend, in part, on our ability to effectively manage any future growth.

If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. In addition, the loss of the services of certain key employees, including Jerome D. Jabbour, our Chairman, Chief Executive Officer and President.President could adversely affect our business prospects.

Pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations (the “Series A Certificate of Designations”) for our Series A Preferred Stock, we are required to pay royalties of up to $35 million per year. If and when we obtain FDA or EMA approval of MAT2203, which we do not expect to occur before 2029,2030, if ever, and/or if we generate sales of such products, or we receive any proceeds from the licensing or other disposition of MAT2203, we are required to pay to certain former holders of our Series A Preferred Stock, in aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined in the Series A Certificate of Designations), subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Series A Certificate of Designations), subject in all cases to a cap of $10 million per calendar year. The Royalty Payment Rights will expire when the patents covering the applicable product expire, which is currently expected to be in 2033.

The Board of Directors will determine, in its sole discretion, our dividend policy after considering our financial condition, results of operations and capital requirements, as well as other factors. We do not anticipate paying cash dividends on our common stock in the foreseeable future and you should not invest in us with the anticipation of receiving dividend income.

We could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stock and our ability to raise capital.

Our board of directorsBoard has the authority to fix and determine the relative rights and preferences of preferred stock. Our boardBoard of directors has the authority to issue up to 10,000,000 additional shares of our preferred stock without further stockholder approval. As a result, our board of directorsBoard could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directorsBoard could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Certain provisions of our amended and restated certificateCertificate of incorporationIncorporation and bylaws could discourage, delay, or prevent a merger, acquisition or other change of control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your Shares. Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove members of our board of directors.Board. These provisions also could limit the price that investors might be willing to pay in the future for our common stock, thereby depressing the market price of our common stock. Stockholders who wish to participate in these transactions may not have the opportunity to do so. These provisions, among other things:

On February 13, 2025, we announced that the Company entered into a securities purchase agreement (the “February 2025 Agreement”) with a certain group of investors (the “February 2025 Investors”), pursuant to which they agreed to purchase from the Company 3,300 shares of our Series C Convertible Preferred StockStock, par value $0.0001 per share (the “Preferred Stock”), and warrants to purchase up to 11,262,808 shares of common stock (the “February 2025 Warrants”) at a purchase price of $1,000 per share of Preferred Stock and accompanying warrants2025 Warrants for aggregate gross proceeds of $3.3 million before deducting offering expenses payable by the Company. The February 2025 Investors purchased 1,650 shares of Preferred Stock and accompanying warrants2025 Warrants to purchase up to 5,631,404 shares of common stock for gross proceeds to the Company of $1.65 million at an initial closing on February 13, 2025. Subject to the satisfaction of certain closing conditions, the February 2025 Investors purchased an additional 1,650 shares of Preferred Stock and accompanying 2025 Warrants to purchase up to 5,631,404 shares of common stock for gross proceeds to the Company of $1.65 million at ana initialsecond closing on February 13, 2025. On April 8, 2025, upon the satisfaction of certain closing conditions, including approval by the Company’s stockholders of the issuance of all of the shares of Common Stock upon conversion of the Preferred Stock and warrants, as required by the applicable rules and regulations of the NYSE American LLC (the “Shareholder Approval”), the Investors paid an additional $1.65 million in exchange for an additional 1,650 shares of Preferred Stock and accompanying warrants to purchase up to 5,631,404 shares of common stock at a second closing.2025. The shares of Preferred Stock are convertible into common stock at a conversion price of $0.586, and each share of Preferred Stock is initially convertible into 1,706 shares of common stock. The warrants2025 Warrants have an exercise price of $0.6446 per share,share. willThe be2025 exercisable,Warrants purchased subjectin tothe certaininitial exceptions,closing beginningbecame exercisable on April 4, 2025, the effective date of the approval by our shareholders of the Stock Issuance Proposal (as defined below) (the “Shareholder Approval”) and will expire five years from the effective date of the Shareholder Approval.Approval, or April 4, 2030. The 2025 Warrants purchased in the second closing were immediately exercisable and will expire on April 8, 2030. In connection with the February 2025 Agreement, Dr. Robin L. Smith, MD, MBA was appointed to the Board.

We did not generate any revenue during the yearyears ended December 31, 2024. During the year ended December 31, 2023, we generated $1,096 in contract research revenue resulting from the research collaboration with BioNTech SE2025 and the feasibility study agreement with Genentech Inc.2024. Our ability to generate product revenue, which we do not expect to occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our early-stage product candidates.

Research and development activities are central to our business model. We expect our research and development expenses to increase over time because product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage human trials. However,During we anticipate that2025 our research and development expenses during 2025 will be are lower compared with expenses incurred during 2024 until such time as wecommencement areof ableadditional activities, was and continues to be subject to our ability to secure additional funding to support initiation of our Phase 3 registration trial for MAT2203, or to secure one or more partners to assume clinical development activities for MAT2203 and advancement ofadvance our LNC platformPlatform delivery technology.

During the fourth quarter of 2024, we identified impairment indicators for certain long-lived assets, primarily due to the terminated partnership negotiations for the future development and commercialization of MAT2203 and the subsequent cost-cutting measures. We remeasured the fair value of the Company’s long-lived assets and recognized non-cash impairment charges of $4,431, $1,336 of which related to goodwill, $757 related to IPR&D and $2,338 related to other assets. These amounts are reflected as impairment charges in the consolidated statements of operations and comprehensive loss for 2024. We did not recognizerecord anyan asset impairment chargescharge duringin 2023.2025.

Other (Expense)/Income, net

For a description of our significant accounting policies, refer to “Note 3 – Summary of Significant Accounting Policies.” Of these policies, the following are considered critical to an understanding of our Audited Consolidated Financial Statements as they require require the application of the most difficult, subjective and complex judgments;: (i) ResearchOther andintangible development expensesassets, and (ii) Goodwill and other intangible assets.Warrants.

Research and Development expenses. R&D expense for the years ended December 31, 20242025 and 20232024 was $11,433$85 and $14,489,$11,433, respectively. The The decrease of $3,056$11,348 was due to a decrease of $1,657$2,584 of clinical trial expenses, primarily related to the pause of our MAT2203 development program, $1,215$8,764 decrease in total compensation expenses related to the reduction in force, and $184 decrease in facility and travel expenses.force.

General and Administrative expenses. G&A expense for the years ended December 31, 20242025 and 20232024 was $8,729$6,875 and $10,373,$8,729, respectively. The decrease of $1,644$1,854 over the prior year was primarily dueattributable to alower $671 decrease in totalstock-based compensation expenses related to the reduction in force, $528 in lower consulting fees, $223 decrease in certain insurance premiums,expense and $222decreased decrease in travel and facility expenses.headcount.

Impairment charges. For the year ended December 31, 2025, we did not record impairment charges. For the year ended December 31, 2024, we recorded $4,431 of impairment charges, $1,336 of which related to goodwill, $757 related to IPR&D and $2,338 related to other long-lived assets, primarily due to the terminated partnership negotiations for the future development and commercialization of MAT2203 and subsequent cost-cutting measures. We did not record an impairment loss for the year ended December 31, 2023.

On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. During 2024, we sold 218 thousand218,000 shares of our common stock under the Sales Agreement generating gross proceeds of $56 thousand. We did not sell any shares under the Sales Agreement during 2023.2025. At December 31, 2024,2025, the Sales Agreement’s available capacity was $44,191. However, such capacity is limited by the restrictions imposed by General Instruction I.B.6 to Form S-3, which limits the amount we can raise through primary public offerings of securities in any twelve-month period using Form S-3 to an aggregate of one-third of our public float.

Net cash used in operating activities for the year ended December 31, 20242025 was $15,885,$7,011, compared to $15,278$15,885 in the prior year. Net losses of $24,251$10,345 and $22,942$24,251 for the years ended December 31, 20242025 and 2023,2024, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business andbusiness, adjustments for non-cash stock based compensation expenseexpense, impairment charges and impairmentchange charges.in fair value of the warrant liability.

Net cash provided by investing activities for the year ended December 31, 20242025 was $9,208,$335, compared to $13,242$9,208 of net cash provided by investing investing activities for the year ended December 31, 2023.2024. The decrease in cash usedprovided inby investing activities was primarily due to a $8,437year purchase over year decrease of marketable securities offset by a $4,185 increase$9,208 in net maturities of marketable debt securitiessecurities, andpartially aoffset $218by decrease$335 from the net sales of assets in the purchases of leasehold improvements and equipment.2025.

Net cash provided by/(used in) and financing activities was $9,174$3,391 and ($7)$9,174 for the years ended December 31, 20242025 and 2023,2024, respectively. The increase decrease in cash provided by financing activities is primarily due to the net proceeds of $9,125 received from the sale of our commonPreferred Stock and 2025 Warrants stockof under$3,271 and the April 2024 Purchase Agreement and $54exercise of warrants $129 during the year-ending December 31, 2025, being less than the net proceeds received from the registered direct sale of our common stock underof $9,179 during the Salesyear-ended Agreement withDecember BTIG,31, LLC.2024.

Until such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing licensing arrangements. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights of our common stockholders. Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates.candidates Moreover,If we underraise theadditional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms ofthat amay recentnot financing,be we are prohibited, subjectfavorable to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed issuance of any shares of common stock or common stock equivalents until November 2025.us.

We could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stockstock, our ability to raise capital and our ability to raiseconsummate capital.the Business Combination.

On April 2, 2026, we received a written notice (the “Notice”) from the “NYSE American indicating that we are not in compliance with with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $2.0 million$2,000 if it has reported losses from continuing operations operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders’ equity of at least $4.0 million$4,000 if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of at least $6.0 million$6,000 if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. As of December 31, 2025, the Companywe had stockholders’ equity of $4.83 million$4,830 and has had losses in the most recent five fiscal years ended December 31, 2025. The Notice also indicates that we are not currently eligible for any exemption in Section 1003(a) of the Company Guide. We are now subject to the procedures and requirements of Section 1009 of the Company Guide. We had until May 2, 2026 to submit a plan (the “Plan”) of actions we have taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months from receipt of the Notice (the “Cure Period”) to regain compliance. The Company submitted the Plan within the required timeframe. However, there can be no assurance that we will be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, we will be able to continue our listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until we have regained compliance. If the Plan is not accepted by the NYSE American, the Notice states that delisting proceedings will commence. We may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. The Notice has no immediate impact on the listing of our common stock, which will continue to be listed and traded on the NYSE American, subject to our compliance with the other listing requirements of the NYSE American.

There can be no assurance that we will be able to regain compliance with the stockholders’ equity requirements within the applicable CurePlan Period or at all. In addition, we may be unable to maintain compliance with other continued listing requirements, including any minimum trading price or market capitalization requirements. Even if we regain compliance with the stockholders’ equity requirement or any other continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American’s continued continued listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity of of our common stock materially and result in a corresponding material reduction in the price of our common stock.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward- lookingforward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith, and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

For the three monthsix-month periods ended MarchJune 31,30, 2026 and 2025, our net loss was $1,921$3,247 and $1,656,$6,901, respectively. We have incurred losses for each each period from our inception and expect to incur additional losses for the foreseeable future. We will seek to fund our operations through through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. We will need to generate significant revenues to achieve profitability, and we may never do so.

General and administrative expenses for the threesix months ended MarchJune 31,30, 2026 and 2025 were $1,936$3,490 and $1,861,$3,698, respectively. General and administrative expenses consist principally of salaries and related costs for personnel in executive and finance functions. Other general and administrative expenses include facility costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services. We anticipate that our general and administrative expenses during 2026 will increase slightly compared to expenses incurred during 2025 as the corporate strategy continues to evolve.

On February 13, 2025, theand CompanyApril closed8, a2025, privatewe placement investment with certain investors in which the investors receivedissued shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock” (as defined below), and warrants2025 Warrants (as defined below) to purchase shares the Company’sof common stock (thein “2025a Warrants”).private placement. The 2025 Warrants were initially classified as a liability upon each issuance date with the fair value estimated using a Monte Carlo simulation model. FutureThe changesterms in fair value will be recognized in other income/(expense), net at each reporting period untilof the 2025 Warrants arewere eitheramended after exercisedissuance orenabling expired.the reclassification of the 2025 Warrants as equity.

A gainloss of $294$3,161 was recognized for the threesix months ended MarchJune 31,30, 2025, representing the change in fair value of the warrant liability between the issuance datedates of February 13, 2025 and MarchApril 31,8, 2025 and the amendment date of June 26, 2025. There was no warrant liability at MarchJune 31,30, 2026.

Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025

General and Administrative expenses. General and Administrative (G&A) expenses for the three months ended MarchJune 31,30, 2026 and 2025 2025 were $1,936$1,555 and $1,861,$1,837, respectively. The increasedecrease in G&A expenses was primarily attributable to increasedlower legalpersonnel-related costs resulting from reduced headcount and consulting feeslower operating lease expense following the termination of our Bridgewater lease, partially offset by lower stock based compensation expensehigher legal and decreasedconsulting headcount.fees primarily related to corporate strategic initiatives.

We have funded our operations since inception primarily through private placements of our preferred stock and our common stock and common stock warrants. As of MarchJune 31,30, 2026, we have raised a total of $170,336 in gross proceeds and $156,594, net proceeds, from sales of our our equity securities.

As of MarchJune 31,30, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $2,398.$761. Subsequent to June 30, 2026, we received net proceeds of approximately $575 from the Series D Financing and approximately $2,323 from the Warrant Inducement.

On February 13, 2025, we entered into a securities purchase agreement (the “February 2025 Agreement”) with a certain group of investors (the “February 2025 Investors”), pursuant to which we agreed to issue and sell, in a private placement, an aggregate of 3,300 shares of our Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares of Series C Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Series C Preferred Stock and accompanying 2025 Warrants.

Pursuant to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Series C Preferred Stock, initially initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares shares of common stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained stockholder approval for the issuance of the Series C Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing, an additional 1,650 shares of Series C Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million.

On April 5, 2024, the Companywe closed a registered direct offering of 666,667 shares of itsour common stock and warrants to purchase up to an aggregate aggregate of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant. The CompanyWe generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts and commissions and other offering expenses.

On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of Aprilwarrants at an exercise price of $17.50 per share (the “2024 Warrants”) to purchase an aggregate of 466,666 shares of common stock. Pursuant to the Exchange Agreements, on August 15, 2025, the Companywe issued to the Exchanging Holders one share of common stock for each April 2024 Warrant, for an aggregate of 466,666 shares of common stock.

On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. The CompanyWe did not sell any shares shares under the salesSales agreementAgreement during the threesix months ended MarchJune 31,30, 2026 and 2025. As of MarchJune 31,30, 2026, the Sales Agreement’s available availablecapacity capacitywas $44,191. On July 23, 2026, pursuant to and in accordance with Section 12(a) of the Sales Agreement, BTIG notified us that BTIG is $44,191. However, such capacity is limited byterminating the restrictionsSales imposedAgreement, byeffective Generalimmediately. InstructionWe I.B.6are not subject to Formany S-3,termination penalties or other expenses related which limitsto the amount we can raise through primary public offeringstermination of securitiesthe inSales any twelve-month period using Form S-3 to an aggregate of one-third of our public float.Agreement.

Net cash used in operating activities was $1,601$3,437 and $2,007$4,028 for the threesix month periods ended MarchJune 31,30, 2026 and 2025, respectively. Net losses losses of $1,921$3,247 and $1,656$6,901 for the three monthsix-month periods ended MarchJune 31,30, 2026 and 2025, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stockstock-based based compensation expense and change in fair value of the warrant liability.

Net cash provided by investing (used in) investing activities was $0 for each of the three monthsix-month periods ended MarchJune 31,30, 2026 and 2025.

Net cash used in financing activities was $1 and net cash provided by financing activities was $0 and $1,647$3,269 for the threesix month periods ended March 31,June 30, 2026 and 2025, respectively. The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock of $1,648 $3,271 during the threesix months ended MarchJune 31,30, 2025.

We do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expendituresrequirements requirements for a period of at least the next twelve months from the filing date of this Quarterly Report. As a result, substantial doubt exists about about the Company’sour ability to continue as a going concern.