NMAD 10-K & 10-Q changes, risk factors and insider trading
Nomad Power Solutions, Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1335105 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our efforts to integrate acquired businesses may not be successful, and this may adversely affect our financial results.”
New heading “Acquiring or implementing new business lines or offering new products and services may subject us to additional risks.”
New heading “We compete in highly competitive markets, and we may lose market share to companies with greater resources or more effective technologies or be forced to reduce our prices.”
New heading “Our business may suffer if we are not able to hire and retain qualified personnel.”
New heading “The financial results of our Liora LiGHT system business may be unpredictable and if our proton therapy customers are unsuccessful, our financial results will be adversely affected.”
New heading “Our Liora LiGHT system business may subject us to increased liability.”
New heading “Our performance depends on successful improvements to our existing products and services, commercialization of new products and services and increasingly on our ability to anticipate emerging trends in oncology diagnosis, treatment and management.”
New heading “Mr. Pursglove’s simultaneous service as our Chief Executive Officer and member of our Board of Directors, and as Chief Executive Officer and member of the Board of Directors of Powell Max Ltd., may create conflicts of interest and may adversely affect management attention, financial reporting and decision-making.”
Removed heading “Risks Related to the Development and Regulatory Approval of Our Product Candidates”
Removed heading “Risks Related to Commercialization of Our Current Product Candidate and Future Product Candidates”
Removed heading “Our business might be adversely affected by the coronavirus or other pandemics.”
Removed heading “We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors.”
Removed heading “The publicly-traded warrants that we issued in our November 2020 public offering are speculative in nature.”
Removed heading “Holders of the warrants have no rights as a common stockholder until they acquire our common stock.”
Removed heading “There is a limited market for the warrants to purchase shares of our common stock.”
Removed heading “July 20, 2023 sale of common stock and warrants.”
Removed heading “February 13, 2025 sale of common stock and warrants.”
Largest changes
“If the Company were to be delisted from Nasdaq, its common stock and warrants may be eligible for trading on an over-the-counter market. If the Company is not able to obtain a listing on another stock exchange or quotation service for its common stock and warrants, it may be extremely difficult or impossible for stockholders to sell their shares of common stock and warrants. …”see in full comparison
“From time to time, we may acquire or implement new business lines or offer new products and services within existing lines of business. For example, with our November 2025 acquisition of Liora Technologies Europe Ltd., we entered the radiotherapy segment of cancer care treatment space. There are substantial risks and uncertainties associated with these efforts. We may invest significant time and resources in developing, marketing, or acquiring new lines of business and/or offering new products and services. …”see in full comparison
“Our business might be adversely affected by the coronavirus or other pandemics.”see in full comparison
“The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no recurring source of revenue and has experienced negative operating cash flows since inception, and management has determined that substantial doubt exists about the Company’s ability to continue as a going concern. …”see in full comparison
“The Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted. The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s decision. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no later than August 18, 2025. At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the Stockholders’ Equity Requirement for continued listing. …”see in full comparison
“We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. …”see in full comparison
Full comparison: every changed paragraph (90)
OurThere
independent registered public accounting firm has expressedis substantial doubt about our ability to continue as a going concern.
The Company has no recurring source of revenue and has used cash in operating activities since inception. As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.
The
Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no recurring source of revenue
and has experienced negative operating cash flows since inception, and management has determined that substantial doubt exists about
the Company’s ability to continue as a going concern. As a result, our independent registered public accounting firm has included
an explanatory paragraph in their report with respect to this uncertainty that accompanies our audited consolidated financial statements
as of and for the year ended December 31, 2024. This going concern opinion could materially limit our ability to raise additional funds
through the sale of equity securities in the future, and subsequent reports by our independent registered public accounting firm on our
consolidated financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.
Our efforts to integrate acquired businesses may not be successful, and this may adversely affect our financial results.
The success of business acquisitions may depend on our ability to successfully integrate the operations of the acquired business. Integrating the operations of acquired businesses requires significant efforts, including the coordination of operations, manufacturing, personnel, information technologies, research and development, sales and marketing and finance. These efforts can be compounded when the acquisitions are in new geographies or business lines. If these integration efforts are not successful, the anticipated benefits and synergies of the acquisition may not be realized fully, may take longer to realize than expected, or may not be realized at all. Our efforts to successfully integrate acquisitions may also result in additional expenses and divert significant amounts of management’s time from other projects.
Acquiring or implementing new business lines or offering new products and services may subject us to additional risks.
From time to time, we may acquire or implement new business lines or offer new products and services within existing lines of business. For example, with our November 2025 acquisition of Liora Technologies Europe Ltd., we entered the radiotherapy segment of cancer care treatment space. There are substantial risks and uncertainties associated with these efforts. We may invest significant time and resources in developing, marketing, or acquiring new lines of business and/or offering new products and services. Initial timetables for the introduction and development or acquisition of new lines of business and/or the offering of new products or services may not be achieved, and price and profitability targets may prove to be unachievable. Our lack of experience or knowledge, as well as external factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the success of an acquisition or the implementation or of a new line of business or a new product or service. Entry into a new line of business and/or offering a new product or service may also subject us to new laws and regulations with which we are not familiar and may lead to increased litigation or regulatory risk. Furthermore, any new business line and/or new product or service could have an adverse impact on the effectiveness of our system of internal controls. New business lines or new products and services within existing lines of business could affect the sales and profitability of existing lines of business or products and services, including as a result of sales channel conflicts. Other risks include: (i) potential diversion of management’s attention, available cash, and other resources from our existing businesses; (ii) unanticipated liabilities or contingencies; (iii) the need for additional capital and other resources to expand into or acquire the new line of business; (iv) potential damage to existing customer relationships, lack of customer acceptance or inability to attract new customers; and (v) the inability to compete effectively. These risks would be magnified to the extent that any new business line would result in a significant increase in operations in developing markets. Failure to successfully manage these risks in the implementation or acquisition of new lines of business or the offering of new products or services could have a material adverse effect on our reputation, business, results of operations, and financial condition.
We compete in highly competitive markets, and we may lose market share to companies with greater resources or more effective technologies or be forced to reduce our prices.
The market for proton therapy products is still developing and is characterized by rapidly evolving technology and pricing pressure. Our primary competitors in the proton therapy market are Varian Medical Systems, Ion Beam Applications S.A. (IBA) and Hitachi Ltd. Our ability to compete successfully depends, in part, on our ability to lower our product costs, and develop and provide technically superior, proven products that deliver precise, cost-effective, high-quality capabilities.
For the period ended 12/31/2025, the Company had federal and states net operating loss carryforwards of approximately $34.8M and $36.8M respectively. Of the federal amount, $14.0 have a limited carryforward period and will begin to expire in 2029 the remaining $20.8M will have an indefinite carryforward period. Of the state post-apportioned amount, $14.1M have a limited carryforward period and will begin to expire in 2038; the remaining $22.7 will have an indefinite carryforward period.
The Company has $732,880 of Federal, R&D ax credit carryforwards as of December 31, 2025.
In accordance with Section 382 and Section 383, utilization of the NOL and tax credit carryforwards may be subject to limitations based on prior or future ownership changes.
Additionally, after weighing up all available positive and negative evidence for the period ending 12/31/2025, the Company has recorded a full valuation allowance.
On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.
The Company has not recognized any signifcnt impact from the change in the tax law.
At
December 31, 2024, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately
$31,067,000 and $35,836,000, respectively. Federal net operating losses from tax years preceding 2018, if not utilized earlier, expire
through 2038. Federal net operating losses generated in a tax year beginning after 2017 have an indefinite carryforward period. The utilization
of federal net operating loss carryforwards is subject to various limitations.
The
state net operating loss carryovers include approximately $19,141,000 that were incurred in the State of New York and approximately $16,695,000
that were incurred in the State of California, which are subject to various restrictions and limitations.
In
addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and certain corresponding provisions of state law, if a
corporation undergoes an “ownership change”, which is generally defined as a greater than 50% change, by value, in the ownership
of its equity over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change
tax attributes to offset its post-change income might be limited.
Risks
Related to the Development and Regulatory Approval of Our Product Candidates
Risks Related to the Development and Regulatory Approval of Our Product Candidates Clinical-stage biopharmaceutical companies with product candidates in clinical development face a wide range of challenging activities which might entail substantial risk.
Effective
September 26, 2023, BasBastiaan van der Baan, who had served as a director of the Company since June 17, 2022, replaced the Company’sour founder, Dr.John
S. John S.
Kovach, as President and Chief Executive Officer. Dr. Kovach passed away on October 5, 2023. Effective October 6, 2023, Mr. van der
Baan Baan
was appointed as Chairman of the Board of Directors. Dr. Kovach was also the Company’s Chief Scientific Officer.
Effective June 16, 2025, Mr. van der Baan resigned as Chairman of the Board and Chief Executive Officer. Mr. van der Baan remained President and a member of the Board of Directors and also assumed the role of Chief Scientific Officer. At that time, Geordan Pursglove was appointed Chairman of the Board of Directors and Chief Executive Officer.
Effective September 1, 2025, Mr. van der Baan resigned from the Board of Directors and resigned as President of the Company.
Although
our success depended, in part, on the continued availability and contributions of Dr. Kovach, we were able to replace Dr. Kovach on a
timely basis with a qualified replacement in Mr. van der Baan.Baan and subsequently Mr. Pursglove. Furthermore, recruiting and retaining qualified
scientific personnel to
perform future research and development work is critical to our success. Our inability to attract or retain qualified
personnel or advisors
in the future could significantly weaken our management, harm our ability to compete effectively, and harm our
business. The competition
for qualified personnel in the pharmaceutical field is intense and, as a result, we might be unable to attract
and retain qualified personnel
necessary for the development of our business.
Additionally,
we replaced our previous Chief Medical Officer, Dr. James S. Miser, with Dr. Jan Schellens during 2024, and we have reallocated the
responsibilities responsibilities
of Eric J. Forman, our Vice President and Chief Operating Officer, who resigned on December 31, 2024. Effective as of July 31, 2025, the Company agreed to accept the resignation of Dr. Schellens and to terminate his consulting agreement
to allow Dr. Schellens to pursue employment opportunities. We believe
that Mr. Van der Baan
and Dr. Schellens areis capable of managing the Company’s research and clinical activities.
Our business may suffer if we are not able to hire and retain qualified personnel.
Our future success depends, to a great degree, on our ability to retain, attract, expand, integrate and train our management team and other key personnel, such as qualified engineering, service, sales, marketing and other staff. We compete for key personnel with other clinical-stage pharmaceutical and med-tech companies, as well as universities and research institutions. As we continue to grow our software revenues, we face intense competition for personnel from software and technology companies. Because this competition is intense, compensation-related costs could increase significantly if the supply of qualified personnel decreases or demand increases. If we are unable to hire and train qualified personnel, we may not be able to maintain or expand our business. In addition, some of our executive officers have had long careers at our company. If these executives retire or leave, and we are unable to locate qualified or suitable replacements in a timely manner, our business could be adversely affected.
Dr.We
Miser is experienced in the design and conduct of early stage clinical trials. However, we expect to rely on collaborative partners and
CROs for their performance and management of clinical trials of our product candidates.
Our
employees, consultants, collaborators or contractors have been previously employed at universities or third partythird-party pharmaceutical companies,
including our actual or possible competitors, and received confidential and proprietary information from them. Although we try to ensure
that our employees, consultants, collaborators or contractors do not use the proprietary information or know-how of others in their work
for us, we may be subject to claims that these employees, consultants, collaborators or contractors, or we, have used or disclosed intellectual
property, including trade secrets or other proprietary information, of any former employer. We might also be subject to claims that former
employers or other third parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims.
We might not be successful in defending these claims, and if we fail in defending any such claims, in addition to paying monetary damages,
we could lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property.
Even if we are successful, litigation could result in substantial cost and reputational loss and be a distraction to our business.
In
addition, while it is our policy to require our employees, consultants, collaborators and contractors who may be involved in the development
of intellectual property to execute agreements assigning such intellectual property to us, we might be unsuccessful in executing such
an agreement with each party who in fact develops intellectual property that we regard as our own. Such assignment agreements might not
be self-executing or may be breached, and we might be forced to bring claims against third parties,parties or defend claims that third parties
might bring against us, to determine the ownership of what we regard as our intellectual property.
The financial results of our Liora LiGHT system business may be unpredictable and if our proton therapy customers are unsuccessful, our financial results will be adversely affected.
The success of our Liora LiGHT system business will depend upon widespread awareness, acceptance and adoption by the oncology market of proton therapy systems for the treatment of cancer. This technology is expensive and has not been widely adopted. Future developments may not be adopted as quickly as technological developments in more traditional areas of radiation therapy.
Our estimates as to future operating results include certain assumptions about the future results of Liora LiGHT system’ business. If we are incorrect in our assumptions, our financial results could be materially and adversely affected. It is possible that Liora LiGHT system could perform significantly below our expectations due to a number of factors that cannot be predicted with certainty, including future market conditions, market acceptance of proton therapy and reimbursement rates. These factors could adversely impact Liora LiGHT system’s ability to meet its projected results.
Our Liora LiGHT system business may subject us to increased liability.
Our Liora LiGHT system’s business may subject us to increased liability. For example, because proton therapy projects are large in scale and require detailed project planning, failure to deliver or delays in delivering on our commitments could result in greater than expected liabilities, as we could be required to indemnify business partners and customers for losses suffered or incurred if we are unable to deliver our products in accordance with the terms of customer contracts. Additionally, customers have in the past requested and may in the future request that the systems vendor, as the primary technology provider, provide guarantees for and suffer penalties in relation to the overall construction project. Since the cost of a proton therapy center project is typically between $25 million and $200 million, the amount of potential liability and potential for financial loss would likely be higher than the levels historically assumed by us for our traditional radiation therapy business and may also exceed the project’s value. Insurance covering these contingencies may be unobtainable or expensive. If we cannot reasonably mitigate or eliminate these contingencies or risks, our ability to competitively bid upon proton center projects will be negatively impacted or we may be required to assume material amounts of potential liability, all of which may have adverse consequences to us.
Our
patents and patent applications are owned solely by our wholly-ownedwholly owned subsidiary, Lixte Biotechnology, Inc., except in several instances
where they are jointly owned with one of our collaborators.
The
patent position of pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent
years been the subject of much litigation. In addition, the laws of foreign countries might not protect our rights to the same extent
as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and
patent applications in the United States and other jurisdictions are typically not published until after filing, or in some cases not
at all. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our solely owned or jointly
owned patents or pending patent applications, or that we were the first inventors to file for patent protection of such inventions. As
a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and
future patent applications might not result in patents being issued that protect our technology or products, in whole or in part, or
that effectively prevent others from commercializing competitive technologies and products. Changes in the patent laws or their interpretation
by courts or patent offices might diminish the value of our patents or patent applications,applications or narrow their scope.
We
have entered into, and might in the future enter into, one or more intellectual property license agreements that are important to our
business. These license agreements might impose various diligence, milestone payment, royalty and other obligations on us. For example,
we might be required to use commercially reasonable efforts to engage in various development and commercialization activities with respect
to licensed products,products and might need to satisfy specified milestone and royalty payment obligations. If we fail to comply with any obligations
under our agreements with any of these licensors, we might be subject to termination of the license agreement in whole or in part, increased
financial obligations to our licensors or loss of exclusivity in a particular field or territory, in which case our ability to develop
or commercialize products covered by the license agreement will be impaired.
We
might infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from
commercializing or increaseincreasing the costs of commercializing our product candidates.
We
cannot guarantee that we have identified all third partythird-party patents or pending patent applications that are or might be necessary for the
commercialization of our intended products and technologies in any jurisdiction. Patent applications in the United States and elsewhere
are not published until approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date
being commonly referred to as the priority date. Therefore, patent applications covering our technologies and intended products could
have been filed by others without our knowledge.
Additionally,
pending patent applications that have been published can, subject to certain limitations, be later amended in a manner that could cover
our technologies or intended products. The scope of a patent claim is determined by the interpretation of the law, the words of a patent
claim, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope
of a patent or a pending patent application may be incorrect, which may negatively impact our ability to market our intended products.
We might incorrectly determine that our technologies or intended products are not covered by a third partythird-party patent or might incorrectly
predict whether a third party’s pending patent application will issue with claims of relevant scope. Our determination of the expiration
date of any patent in the United States or abroad that we consider relevant might be incorrect, and we might incorrectly conclude that
a third partythird-party patent does not cover our technology or intended products, is invalid or is unenforceable. Our inability to identify or
correctly interpret relevant patents might negatively impact our ability to develop or market our technologies or intended products.
If we fail to identify or correctly interpret relevant patents, we might be subject to infringement claims. We cannot guarantee that
we will be able to successfully settle or otherwise resolve such infringement claims. If we fail in any such dispute, in addition to
being liable for damages, we might be temporarily or permanently enjoined or otherwise prohibited from commercializing any of technologies
or intended products that are held to be infringing. We might, if possible, also be forced to redesign intended products or product formulations
so that we no longer infringe the third partythird-party intellectual property rights. Any of these events, even if we were ultimately to prevail,
could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.
Filing,
prosecuting and defending patents covering our product candidates in all countries throughout the world would be prohibitively expensive,
and our intellectual property rights in some jurisdictions outside the United States can be less extensive than those in the United States.
And filing, prosecuting and defending patents even in only those jurisdictions in which we develop or commercialize our product candidates
might be prohibitively expensive or impractical. Competitors might use our technologies in jurisdictions where we have not obtained patent
protection to develop their own products or technologies and, further, may export otherwise infringing products or technologies to territories
where we and have patent protection, but where enforcement is not as strong as that in the United States. These third partythird-party products
or technologies might compete with our product candidates, and our intellectual property rights may not be effective or sufficient to
prevent third parties from competing.
If
we are not able to protect and control our unpatented trade secrets, know-how and other technological innovation,innovations, we might suffer competitive
harm.
We
might incur substantial costs prosecuting our patent applications, maintaining our patents and patent applications, enforcing our patents,
defending against third party patent infringement suits, seeking invalidation of third partythird-party patents or in-licensing third party intellectual
property, as a result of litigation or other proceedings relating to patent and other intellectual property rights.
We
might not have rights under some patents or patent applications that cover technologies that we use in our research, drug targets that
we select, product candidates and particular uses thereof that we seek to develop and commercialize, as well as synthesis of our product
candidates. Third parties might own or control these patents and patent applications in the United States and elsewhere. These third
parties could bring claims against us or our collaborators that would cause us to incur substantial expenses and, if successful against
us, could cause us to pay substantial damages. Further, if a patent infringement suit were brought against us or our collaborators, we
or they could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the
subject of the suit. We or our collaborators therefore might choose to seek, or be required to seek, a license from the third party and
would most likely be required to pay license fees or royalties or both. These licenses might not be available on acceptable terms, or
at all. Even if we or our collaborators were able to obtain a license, the rights might be nonexclusive, which would give our competitors
access to the same intellectual property. Ultimately, we could be prevented from commercializing a product or product candidate,candidate or forced
to cease some aspect of our business operations, as a result of patent infringement claims, which could harm our business.
There
has been substantial litigation and other legal proceedings regarding patent and other intellectual property rights in the pharmaceutical
and biotechnology industries. Although we are not currently a party to any patent litigation or any other adversarial proceeding, including
any interference or derivation proceeding declared or instituted before the United States Patent and Trademark Office, regarding intellectual
property rights with respect to our intended products, our product candidates and our technology, it is possible that we might become
one in the future. We are not currently aware of any actual or reasonably foreseeable third partythird-party infringement claim involving our product
candidates. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. The outcome
of patent litigation is subject to uncertainties that cannot be adequately quantified in advance, including the dispute forum, demeanor
and credibility of witnesses and the identity of the adverse party, especially in pharmaceutical and biotechnology related patent cases
that might turn on the testimony of experts as to technical facts upon which experts might reasonably disagree. Some of our competitors
might be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater
financial resources. If a patent or other proceeding is resolved against us, we might be enjoinedencouraged fromby researching, developing, manufacturing
or commercializing our intended products or our product candidates without a license from the other party and we might be held liable
for significant damages. We might not be able to obtain any required license on commercially acceptable terms or at all.
Risks
Related to Commercialization of Our Current Product Candidate and Future Product Candidates
Risks Related to Commercialization of Our Current Product Candidate and Future Product Candidates Our commercial success depends upon attaining significant market acceptance of our current product candidate and future product candidates, if approved, among physicians, patients, healthcare payors and cancer treatment centers.
Our performance depends on successful improvements to our existing products and services, commercialization of new products and services and increasingly on our ability to anticipate emerging trends in oncology diagnosis, treatment and management.
Our Liora LiGHT system products require intensive planning, design, development, testing and capital commitment. Because of the large footprint and high price of many proton therapy systems, there is increasing demand for the development of smaller, more compact proton therapy systems. Although we have introduced our Liora Light machine proton therapy solution, other companies have more experience offering smaller, less expensive proton therapy systems. Our competitiveness will depend on our ability to continue to timely develop new technologies to reduce the size and price of our system or provide additional features and functionality that our competitors do not.
We may need to spend more time and money than anticipated to develop and introduce new products, product enhancements or services. We may not be able to recover all or a meaningful part of our investments. New products may adversely impact orders and sales of our existing products or make them less desirable or even obsolete. In addition, certain costs, including installation and warranty costs, associated with new products may be disproportionately greater than the costs associated with existing products, and if we are unable to lower these costs over time, our operating results could be adversely affected.
Our
relationships with customers and third partythird-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare
laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished
profits and future earnings. If we or they are unable to comply with these provisions, we might become subject to civil and criminal
investigations and proceedings that could have a material adverse effect on our business, financial condition and prospects.
Healthcare
providers, physicians and third partythird-party payors will play a primary role in the recommendation and prescription of any product candidates
for which we obtain regulatory approval. Our current and future arrangements with healthcare providers, healthcare entities, third party
payors and customers might expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that might constrain
the business or financial arrangements and relationships through which we research, develop and will market, sell and distribute our
intended product. As a pharmaceutical company, even though we do not and will not control referrals of healthcare services or bill directly
to Medicare, Medicaid or other third partythird-party payors, federal and state healthcare laws and regulations pertaining to fraud and abuse and
patients’ rights are applicable to our business. Restrictions under applicable federal and state healthcare laws and regulations
that might affect our ability to operate include the following:
Our
business might be adversely affected by the coronavirus or other pandemics.
The
global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout the world
as businesses and governments implemented broad actions to mitigate this public health crisis. Although the Covid-19 outbreak has subsided,
the extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital raising
efforts in the future is uncertain and cannot be predicted.
We
rely to a large extent upon sophisticated information technology systems to operate our business. In the ordinary course of business,
we collect, store and transmit large amounts of confidential information (including, but not limited to, personal information and intellectual
property). The size and complexity of our information technology and information security systems, and those of our third partythird-party vendors
with whom we might contract, make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent
or intentional actions by our employees or vendors, or from malicious attacks by third parties. Such attacks are of ever-increasing levels
of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited to, industrial espionage
and market manipulation) and expertise. While we intend to invest in the protection of data and information technology, there can be
no assurance that our efforts will prevent service interruptions or security breaches.
As
of March 14,31, 2025,2026, we had twothree officer/employees, our Chief Executive Officer andOfficer, our Chief Financial Officer, and oneour consultant, our
Chief Medical Scientific
Officer. The Company relies to a significant extent on outside consultants and advisors with
various technical skills and
expertise that the Company can draw on as necessary to conduct its research and development and
clinical trial programs. We might need
to grow the size of our organization in order to support our continued development and
potential commercialization of our lead product
candidate. As our development and commercialization plans and strategies continue to
develop, our need for additional managerial, operational,
manufacturing, sales, marketing, financial and other resources might
increase. Our management, personnel and systems currently in place
might not be adequate to support this future growth. Future
growth would impose significant added responsibilities on members of management,
including:
Mr. Pursglove’s simultaneous service as our Chief Executive Officer and member of our Board of Directors, and as Chief Executive Officer and member of the Board of Directors of Powell Max Ltd., may create conflicts of interest and may adversely affect management attention, financial reporting and decision-making.
Geordan Pursglove currently serves as our Chief Executive Officer and as a member of our Board of Directors, while also serving as Chief Executive Officer and a director of Powell Max Ltd. (“PMAX”). These dual roles may from time to time create actual or potential conflicts of interest, including with respect to the allocation of Mr. Pursglove’s time and attention, the evaluation of strategic, commercial or financing opportunities, relationships with counterparties, the handling of confidential information, compliance with blackout and other securities-law restrictions, and the timing and content of public disclosures. Because Mr. Pursglove serves as our Chief Executive Officer, any reduction in his availability or any required recusal from deliberations involving PMAX could also adversely affect financial management, internal-control oversight, capital-markets activities and the speed of management decision-making. If actual or perceived conflicts of interest are not resolved effectively, or if Mr. Pursglove is unable to devote sufficient time to our business, our business, financial condition, results of operations and stock price could be materially adversely affected.
We
are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements
which could make its common stock less attractive to investors.
Management's Discussion & Analysis (MD&A)
New heading “Asset Acquisitions”
New heading “Property and Equipment”
New heading “Long – Lived Assets”
Removed heading “Reverse Stock Split”
Removed heading “Concentration of Risk”
Removed heading “Segment Information”
Removed heading “Patent and Licensing Legal and Filing Fees and Costs”
Removed heading “External Risks Associated with the Company’s Business Activities”
Removed heading “Other Significant Agreements and Contracts”
Largest changes
“The Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted. The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s decision. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no later than August 18, 2025. At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the Stockholders’ Equity Requirement for continued listing. …”see in full comparison
“Based on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are being issued. In addition, the Company’s independent registered public accounting firm has included an explanatory paragraph in their report with respect to this uncertainty that accompanies the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024. …”see in full comparison
“The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements also do not reflect any adjustments relating to the recoverability of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company has no recurring source of revenues and has experienced negative operating cash flows since inception. …”see in full comparison
“As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.”see in full comparison
“As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.”see in full comparison
“The Company intends to take reasonable measures available to regain compliance under Nasdaq’s listing rules and to remain listed on Nasdaq. However, there can be no assurances that the Company will ultimately regain compliance with the Stockholders’ Equity Rule, or be able to maintain compliance with all other applicable requirements for continued listing on Nasdaq. If the Company does not regain compliance with Nasdaq’s continued listing requirements within the time period permitted by Nasdaq, then the Company’s securities will be delisted from Nasdaq.”see in full comparison
Full comparison: every changed paragraph (120)
The
Company is a clinical-stage biopharmaceutical company focused on identifying new targets for cancer drug development and developing
and and
commercializing cancer therapies. The Company is the majority shareholder of Liora Technologies Europe Ltd., which is pioneering
the development of electronically controlled proton therapy systems for treating tumors in various types of cancers. The
Company’s corporate office is located in Pasadena,Boca California.Raton, Florida.
Liora’s proprietary technology, known as LiGHT System (Linac for Image Guided Hadron Therapy), has significant advantages over currently available technologies for treating tumors with proton therapy. Liora is an excellent complement to the pharmaceutical side of the Company’s business and ongoing clinical trials with LB-100 for Ovarian Clear Cell Carcinoma and Metastatic Colon Cancer, The Company’s strategy for the LiGHT system is to position it as a functional prototype asset (rather than a turnkey clinical system), valued primarily for its intellectual property, accelerator hardware configuration, and accumulated engineering work, without immediate clinical operability. It will be saleable as a functional unlicensed prototype to be copied and licensed at locations closer to large patient populations.
February
25, 2025 - :
February 25, 2025- The Company announced that it had added the Robert H. Lurie Comprehensive Cancer Center (Lurie Cancer Center) of Northwestern University as a second site in a clinical trial combining the Company’s proprietary compound LB-100 with GSK’s dostarlimab to treat ovarian clear cell cancer.
Going Concern
For
the year ended December 31, 2024,2025, the Company recordedincurred a net loss of $3,585,965$6,009,520 and used cash in operations of $3,164,536.$3,070,618. AtAs of December
31, 2024,2025, the Company had cash of $1,038,952$5,106,872 available to fund its operations. Subsequently, theThe Company completedhas a securities offering
thatnot generated grossrecurring proceedsrevenues of $1,050,003 during February 2025 before deducting the placement agent’s feessince
inception and relatedhas offering
expenses.incurred negative operating cash flows as it advances its clinical development programs.
BecauseThe
the Company is currently engaged in various early-stage clinical trials,trials itfor isits expected that it will take a significant amount of time
and resources to develop anylead product orcandidate, intellectualLB-100. propertyThese capableactivities ofrequire generatingsubstantial
research, sustainabledevelopment, revenues.regulatory, Accordingly,and clinical expenditures, and the Company’s
businessCompany isdoes unlikelynot expect to generate any sustainable operating revenues in the next
for several years and may never do so. Evenyears, if the Company
is able to generate revenues through licensing its technology, product sales or other commercial activities, there can be no assurance
that the Company will be able to achieve and maintain positive earnings and operating cash flows.ever. At March 14,31, 2025,2026, the Company’s
remaining financial contractual commitments pursuant to clinical trial agreements
and clinical trial monitoring agreements not yet incurred
aggregated approximately $526,000,$496,000, which are currently scheduledexpected to be incurred through approximately December 31, 2027.
In addition, through the acquisition of Liora Technologies Europe Ltd. in November 2025, the Company assumed responsibility for the non-clinical LiGHT proton therapy prototype located at the Daresbury Laboratory in the United Kingdom. The Company expects to incur approximately $2 million over the next twenty-four months to recommission and update the system, together with annual lease obligations of approximately $787,278 under an operating lease with the United Kingdom Research and Innovation. Liora currently has no revenues, and the Company will require additional capital to fund these activities.
Management is actively evaluating and pursuing additional financing alternatives, including equity and debt financings and potential strategic transactions. However, there can be no assurance that additional funding will be available on acceptable terms, in sufficient amounts, or at all. If the Company is unable to obtain the necessary funding, it may be required to delay, scale back, or eliminate its clinical development programs; curtail expenditures related to the LiGHT system; or pursue strategic alternatives, including potential asset sales or the cessation of operations.
As a result, management has concluded, and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form 10-K. As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.
The
Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements also
do not reflect any adjustments relating to the recoverability of assets and liabilities that might be necessary if the Company is unable
to continue as a going concern. The Company has no recurring source of revenues and has experienced negative operating cash flows since
inception. The Company has financed its working capital requirements through the recurring sale of its equity securities.
Based
on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the consolidated financial statements are being issued. The Company’s consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
The
Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research
and development activities and to ultimately achieve sustainable operating revenues and profitability. The amount and timing of future
cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the
availability of operating capital to fund such activities.
Based
on current operating plans, the Company estimates that its existing cash resources at December 31, 2024, and the funds raised subsequent
to December 31, 2024, will provide sufficient working capital to fund the current clinical trial program with respect to the development
of the Company’s lead anti-cancer clinical compound LB-100 through approximately September 30, 2025. However, existing cash
resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate,
which will require that the Company raise significant additional capital. The Company estimates that it will need to raise additional
capital to fund its operations by mid-2025 to be able to proactively manage its current business plan during the remainder of 2025 and
during 2026. In addition, the Company’s operating plans may change as a result of many factors that are currently unknown and/or
outside of the control of the Company, and additional funds may be needed sooner than planned. The Company is considering various strategies
and alternatives to obtain the required additional capital. However, as market conditions present uncertainty as to the Company’s
ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable
terms, as and when necessary, to continue to conduct operations.
If
cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back
or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development
efforts, or obtain funds, if available, through strategic alliances, joint ventures or other transaction structures that could require
the Company to relinquish rights to and/or control of LB-100, or to curtail or discontinue operations entirely.
Reverse Stock Split
On June 2, 2023, the Company effected a 1-for-10 reverse split
of its outstanding shares of common stock. The authorized number of shares of common stock and the par value per share were not affected
by the reverse stock split. No fractional shares were issued in connection with the reverse stock split, with all fractional shares being
rounded up to the next whole share. All share and per share amounts and information presented herein have been retroactively adjusted
to reflect the reverse stock split for all periods presented.
The
Company’s common stock and the warrants areis traded on the Nasdaq Capital Market under the symbolssymbol “LIXT” and “LIXTW”,
respectively..
The Company did not meet the terms of the extension and, on February 19, 2025, received a Staff determination letter. The Company timely requested a hearing before the Nasdaq Hearings Panel, staying any suspension or delisting pending the Panel’s decision.
Following an April 3, 2025 hearing, the Panel granted the Company a further extension through July 3, 2025 to regain compliance.
On July 2, 2025, the Company closed a $5.05 million private placement and, on July 8, 2025, completed a $1.5 million registered direct offering (see Note 5). On July 15, 2025, Nasdaq notified the Company that it had regained compliance with the stockholders’ equity requirement.
The Company remains subject to a Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B) through July 15, 2026. During this period, any future deficiency in stockholders’ equity would require the Company to request a hearing before the Panel rather than submit a new compliance plan.
The
Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted.
The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s
decision. Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no
later than August 18, 2025. At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the
Stockholders’ Equity Requirement for continued listing. However, there can be no assurances that the Hearings Panel will grant
the Company an extension of time to regain compliance, or that the Company will be able to regain compliance during any extension period.
During the appeal process the Company’s common shares and warrants will continue to trade on The Nasdaq Capital Market.
The
Company intends to take reasonable measures available to regain compliance under Nasdaq’s listing rules and to remain listed on
Nasdaq. However, there can be no assurances that the Company will ultimately regain compliance with the Stockholders’ Equity Rule,
or be able to maintain compliance with all other applicable requirements for continued listing on Nasdaq. If the Company does not regain
compliance with Nasdaq’s continued listing requirements within the time period permitted by Nasdaq, then the Company’s securities
will be delisted from Nasdaq.
Concentration
of Risk
The
Company periodically contracts with vendors and consultants to provide services related to the Company’s operations. Charges incurred
for these services can be for a specific period (typically one year) or for a specific project or task. Costs and expenses incurred that
represented 10% or more of general and administrative costs or research and development costs for the years ended December 31, 2024 and
2023 are described below.
General
and administrative costs for the years ended December 31, 2024 and 2023 include charges from legal firms and other vendors for general
licensing and patent prosecution costs relating to the Company’s intellectual properties representing 8.6% and 23.3% of total general
and administrative costs, respectively. General and administrative costs for the year ended December 31, 2024 also include charges from
two vendors and consultants representing 15.0% and 13.1%, respectively, of total general and administrative costs. General and administrative
costs for the year ended December 31, 2023 also include charges from a vendor and consultant representing 10.4% of total general and
administrative costs. General and administrative costs for the years ended December 31, 2024 and 2023 also included charges for the fair
value of stock options granted to directors and corporate officers representing 14.7% and 18.4%, respectively, of total general and administrative
costs.
Research
and development costs for the year ended December 31, 2024 include charges from three vendors and consultants representing 39.2%, 29.0%
and 15.4%, respectively, of total research and development costs. Research and development costs for the year ended December 31, 2023
include charges from three vendors and consultants representing 29.9%, 25.2% and 13.7%, respectively, of total research and development
costs.
Asset Acquisitions
The Company assesses whether an acquisition is a business combination or an asset acquisition. If substantially all of the gross assets acquired are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition, where the purchase consideration is allocated on a relative fair value basis to the assets acquired. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The acquisitions costs are allocated to the assets acquired on a relative fair value basis.
Digital Assets
The Company periodically holds certain digital assets, consisting of Bitcoin and Ethereum cryptocurrencies. Digital assets are initially recorded at cost and subsequently measured at fair value as of each reporting period. The Company determines the fair value of its digital assets in accordance with FASB ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that it has determined is the principal market for Bitcoin and Ethereum (Level 1). Changes in fair value are included in unrealized gain (loss) on digital assets in other income (expense) in the Company’s consolidated statements of operations. Realized gains and losses on the sale of digital assets are included in other income (expense) in the Company’s consolidated statements of operations. The Company tracks its cost basis of digital assets in accordance with the first-in-first-out method of accounting. The Company’s digital assets are reasonably expected to be realized in cash or sold or consumed during the Company’s normal operating cycle and as such have been classified as current assets in the Company’s consolidated balance sheets.
Property and Equipment
The Company property and equipment consists of Liora’s Light machine. Property and equipment are recorded at cost. The Light machine requires recommissioning and updates and is not yet ready for its intended use. Accordingly, it is treated as an asset under construction, and depreciation will not begin until the asset is placed into service.
Long – Lived Assets
Long-lived assets, which include property, plant and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. In conducting its long-lived asset impairment analyses, the Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There was no impairment of long-lived assets for the periods ended December 31, 2025 and 2024.
Cash
Cash
is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC
(“Morgan Stanley”). Morgan Stanley is a FINRA-regulated broker-dealer. The Company’s policy is to maintain its cash
balances with financial institutions in the United States with high credit ratings and in accounts insured by the Federal Deposit Insurance
Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company periodically
has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively. Morgan
Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers. The Company has not
experienced any losses to date resulting from this policy.
Segment
Information
The
Company’s President and Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”) and evaluates
performance and makes operating decisions about allocating resources based on internal financial data presented on a consolidated basis.
Because the CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates in a single reportable
segment, which consists of the development of a drug class called Protein Phosphatase 2A inhibitors, and is comprised of the consolidated
financial results of the Company. The CODM uses consolidated net income (loss) as the sole measure of segment profit or loss.
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. ASU 2023-07 amends the FASB Accounting Standards
Codification to require additional reportable segment disclosures of a public entity by requiring disclosure of significant segment expenses
that are regularly provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures.
ASU 2023-07 requires public entities with a single reportable segment to provide all the disclosures required by ASU 2023-07 and all
existing segment disclosures in Topic 280 on an interim and annual basis. The Company adopted ASU 2023-07 effective January 1,
2024 for the 2024 annual period on a retrospective basis. The adoption of ASU 2023-07 resulted in additional required segment-related
disclosures in the Company’s financial statements.
Research and development costs are charged to expense as incurred. The costs of equipment that are acquired or constructed for research and development activities, and have alternative future uses, are classified as property and equipment and depreciated over their estimated useful lives. Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation, design, development, conduct and management of clinical trials with respect to the Company’s clinical compound and product candidate. Research and development costs also include the costs to manufacture compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions.
Obligations
incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research
and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified
in the respective agreement. Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions
are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded
as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the
Company’s consolidated statement of operations.agreement.
Patent
and Licensing Legal and Filing Fees and Costs
Due
to the significant uncertainty associated with the successful development of commercially viable products based on the Company’s
research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development
and protection of the Company’s intellectual property are charged to operations as incurred. Patent and licensing legal and filing
fees and costs are included in general and administrative costs in the Company’s consolidated statement of operations.
In
September 2023, the Company appointed a new President and Chief Executive Officer, who, with the assistance of the Company’s management,
Board of Directors and patent legal counsel, conducted a comprehensive review and analysis of the Company’s extensive patent portfolio
in order to implement a program to balance patent prosecution costs with intellectual property protection benefits. As a result of such
review and analysis, the Company identified certain patent filings that it decided not to continue to support in 2024 and thereafter.
In addition, the Company changed patent legal counsel in mid-2024. The Company expects that patent and licensing legal and filing fees
and costs will continue to be a significant continuing cost in 2025 and thereafter as the Company continues to develop and expand
its patent portfolio related to the clinical development of LB-100.
As
a result of such review and analysis, patent and licensing legal and filing fees and costs related to the development and protection
of the Company’s intellectual property, primarily related to LB-100, decreased to $243,186 for the year ended December 31, 2024,
as compared to $978,244 for the year ended December 31, 2023, a decrease of $735,058, or 75.1%.
A
descriptive summary of the patent portfolio for the Company’s most important clinical programs involving the development of LB-100,
as well as a detailed listing of each domestic and international patent that has been issued, is presented at “ITEM 1. BUSINESS
– Intellectual Property”.
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities
from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the
warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether
the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the
Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance
outside of the Company’s control, among other conditions for equity classification. The Company has determined that the warrants
issued in the July 20, 2023 equity financing meet the requirements for equity classification. This assessment, which requires the use of
of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are
are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be
be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of
of the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value
on the date of issuance and remeasured at fair value at each balancereporting sheetdate. dateEffective thereafter.November Changes28, in2025, the estimatedCompany fairdelisted valueits of thepublic
warrants that aretraded liability-classified are recognized as a non-cash gain or loss inunder the statementsymbol of operations at each balance sheet
date.“LIXTW”. At December 31, 20242025 and 2023,2024, the Company did not have any liability-classified
warrants.
The Company is a clinical-stage biopharmaceutical and proton cancer therapy company focused on identifying new targets for cancer drug development and developing and commercializing cancer therapies. The Company’s product pipeline is primarily focused on inhibitors of protein phosphatase 2A, which is used to enhance cytotoxic agents, radiation, immune checkpoint blockers and other cancer therapies. The Company believes that inhibitors of protein phosphatases have significant therapeutic potential for a broad range of cancers. The Company is focusing on the clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity.
The Company is the majority shareholder of Liora Technologies Europe Ltd., which is pioneering the development of electronically controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary technology, known as LiGHT System (Linac for Image Guided Hadron Therapy), has significant advantages over currently available technologies for treating tumors with proton therapy. Liora is an excellent complement to the pharmaceutical side of the Company’s business and ongoing clinical trials with LB-100 for Ovarian Clear Cell Carcinoma and Metastatic Colon Cancer,
LB-100
LIORA TECHNOLOGIE EUROPE LTD..
The Company’s strategy for the LiGHT system is to position it as a functional prototype asset (rather than a turnkey clinical system), valued primarily for its intellectual property, accelerator hardware configuration, and accumulated engineering work, without immediate clinical operability. It will be saleable as a functional unlicensed prototype to be copied and licensed at locations closer to large patient populations.
Given
the identified adverse events in the two patients in the clinical trial, the IRB requested from the principal investigator of the study
at the NKI information as to whether the adverse events could have been caused by the combination of LB-100 and atezolizumab and information
about the mode of action of the combination of LB-100 and atezolizumab. The principal investigator ishas preparingprepared a response to the IRB
detailing the safety experience with LB-100 given alone and in combination with other cancer drugs, especially doxorubicin and dostarlimab.
Doxorubicin is a well-known chemotherapy, and dostarlimab is a well-known immunotherapy of which the mode of action is closely related
to that of atezolizumab.
The
reported adverse events in the colorectal cancer study have not been seen in any other patients thus far treated with LB-100 alone or
in combination with other cancer drugs. Through February 2025, a total of 78 patient have received or are receiving experimental treatment
with LB-100. ItThe investigators have completed the IRB review in Q4 2025 and the trial is expectedopen thatagain itfor willenrolment takeQ1 at least two months to prepare a detailed response to the IRB, during which time the Company
intends to update the safety overview of LB-100.2026.
External
Risks Associated with the Company’s Business Activities
Covid-19
Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout
the world as businesses and governments implemented broad actions to mitigate this public health crisis. Although Covid-19 outbreak has
subsided, the extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital
raising efforts in the future is uncertain and cannot be predicted.
What changed in the latest 10-Q
Risk Factors
The Company’s business, financial condition, results of operations and cash flows may be impacted by a number of factors, many of which are beyond the Company’s control, including those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026 (the “2025 Form 10-K”).
The Risk Factors set forth in the 2025 Form 10-K should be read carefully in connection with evaluating the Company’s business and in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any of the risks described in the 2025 Form 10-K could materially adversely affect the Company’s business, financial condition or future results, and the actual outcome of matters as to which forward-looking statements are made. These are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.
As of the date of the filing of this document, except as disclosed elsewhere in this document, including Note 11. Subsequent Events, there have been no material changes to the Risk Factors previously disclosed in the Company’s 2025 Form 10-K.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Liquidity and Going Concern”
New heading “Public Health Risks”
New heading “Inflation and Interest-Rate Risk”
New heading “Supply-Chain Risk”
New heading “Economic and Capital-Market Risk”
New heading “Geopolitical Risk”
New heading “Cybersecurity Risk”
New heading “Six Months Ended June 30, 2026 and 2025”
Removed heading “Company Overview”
Removed heading “Consideration of Strategic Alternatives”
Largest changes
“On August 23, 2024, the Company received written notification from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the minimum stockholders’ equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b) (the “Stockholders’ Equity Requirement”). On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement. …”see in full comparison
“For the three months ended March 31, 2026, the Company incurred a net loss of $1,987,608 and used cash in operations of $1,831,363. As of March 31, 2026, the Company had cash of $3,250,650 available to fund its operations. The Company has not generated recurring revenues since inception and has incurred negative operating cash flows as it advances its development programs. As a result, management has concluded that there is a substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this quarterly report. …”see in full comparison
“The Company had not regained compliance by February 18, 2025. Accordingly, on February 19, 2025, the Company received notice from Nasdaq that it had not satisfied the terms of the extension because it had not completed its proposed financing initiatives. The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which stayed any suspension or delisting action pending the Panel’s decision.”see in full comparison
“Based on the Company’s recurring losses, negative cash flows from operations, anticipated expenditures and need for additional capital, management concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for at least 12 months following the date on which the condensed consolidated financial statements are issued.”see in full comparison
Full comparison: every changed paragraph (103)
This
Quarterly Report on Form 10-Q of Nomad Power Solutions, Inc. (f/k/a Lixte Biotechnology Holdings, Inc.) (the “Company”)
contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These might
include statements regarding the Company’s financial position, business strategy
and other plans and objectives for future operations,
and assumptions and predictions about future clinical trials and their timing
and costs, product demand, supply, manufacturing costs,
marketing and pricing factors are all forward-looking statements. These
statements are generally accompanied by words such as “intend”,
“anticipate”, “believe”,
“estimate”, “potential(ly)”, “continue”, “forecast”,
“predict”,
“plan”, “may”, “will”, “could”, “would”, “should”,
“expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and
expectations expectations
reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof,
but the Company
cannot provide assurances that these assumptions and expectations will prove to have been correct or that the
Company will take any action
that the Company may presently be planning. These forward-looking statements are inherently subject to
known and unknown risks and uncertainties.
Actual results or experience may differ materially from those expected, anticipated or
implied in the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, regulatory policies or changes thereto, available
cash, research and development results, competition from other similar
businesses, and market and general economic factors. This discussion
should be read in conjunction with the condensed consolidated
financial statements and notes thereto included in Item 1 of this Quarterly
Report on Form 10-Q and the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024,2025, including the section
entitled “Item 1A. Risk Factors”.
The Company does not intend to update or revise any forward-looking statements to reflect
new information, future events or
otherwise.
During the quarter ended June 30, 2026, the Company announced a strategic transformation to expand beyond its biopharmaceutical and proton-therapy operations into AI energy infrastructure equipment and services. On June 12, 2026, the Company entered into a definitive merger agreement to acquire NOMAD Transportable Power Systems, Inc. (“NOMAD”), a provider of deployable, utility-grade battery energy storage systems (“BESS”). Upon closing of the acquisition on July 1, 2026, the Company was renamed Nomad Power Solutions, Inc. effective July 3, 2026, and began trading on the Nasdaq Stock Market under a new ticker symbol on July 6, 2026 (see Note 11).
The
Company is a clinical-stage biopharmaceutical company focused on identifying newnovel targets for cancer drug development and developing
and and
commercializing cancer therapies. The Company’s corporate office is located in Pasadena, California.
The
Company’s productproduct-development pipelineactivities isare primarily focused on inhibitors of protein phosphatase 2A,2A which(“PP2A”). isThe
Company usedbelieves toPP2A inhibitors may enhance the effectiveness of cytotoxic agents,
radiation, radiation therapy, immune checkpoint blockersinhibitors and
other cancer therapies.treatments. The CompanyCompany’s believesprincipal thatproduct inhibitorscandidate ofis protein phosphatases have significant
therapeutic potential forLB-100, a broadPP2A rangeinhibitor ofcurrently cancers. The Company is focusing on theundergoing clinical development of a specific protein phosphatase
inhibitor, referred to as LB-100.development.
The
Company’s activitiesoperations are subject to significant risks and uncertainties, including theits need forto obtain additional capital. The Company
has not yet commenced any revenue-generating operations, doeshas not havegenerated positive cash flows from operations,operations reliesand relies, in part, on stock-based
compensation compensation
forto acompensate substantial portion of employeeemployees and consultantconsultants. compensation,The andCompany is dependent on periodic access to equity or debt financing and other sources
of capital to fund its
operating requirements.requirements and clinical-development programs.
For the six months ended June 30, 2026, the Company incurred a net loss of $4,331,947 and used $3,468,083 of cash in operating activities. As of June 30, 2026, the Company had cash of $12,670,143. The Company has not generated any revenue since inception and has incurred recurring losses and negative operating cash flows as it advances its development programs.
Going
Concern
For
the three months ended March 31, 2026, the Company incurred a net loss of $1,987,608 and used cash in operations of $1,831,363. As
of March 31, 2026, the Company had cash of $3,250,650 available to fund its operations. The Company has not generated recurring
revenues since inception and has incurred negative operating cash flows as it advances its development programs. As a result,
management has concluded that there is a substantial doubt regarding the Company’s ability to continue as a going concern for
a period of at least 12 months beyond the filing of this quarterly report. In addition, our independent registered public accounting
firm, in their audit report to the financial statements included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025, expressed substantial doubt about the Company’s ability to continue as a going concern. The condensed
consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any
adjustments that might result from the outcome of this uncertainty.
The
Company is currently engaged inconducting early-stage clinical trials for its lead product candidate,involving LB-100. These activities require substantial expenditures for research,
research, development, regulatory,regulatory compliance and clinical expenditures,activities. and theThe Company does not expect to generate sustainable operating revenuesrevenue for
for several years, if ever. At March 31, 2026, the Company’s remaining contractual commitments pursuant to clinical trial agreements
and clinical trial monitoring agreements aggregated approximately $482,702 which are expected to be incurred through December 31, 2027.
InAs
addition,of June 30, 2026, the Company’s remaining contractual commitments under clinical trial and clinical trial monitoring agreements
totaled approximately $170,520 and are expected to be incurred through theDecember acquisition31, of2027. Liora,In addition, the Company expects to incur approximately $2
$2.0 million over the next 24 months to recommission
and update the LightLiGHT machine.system equipment. Liora currently has no revenues,revenue, and the Company
will require additional capital to fund these activities.
On June 4, 2026, the Company completed a registered direct offering that generated aggregate gross proceeds of approximately $16.6 million before deducting offering expenses. See Note 6, “Stockholders’ Equity,” to the condensed consolidated financial statements.
On June 16, 2026, the Company advanced $6.5 million to NOMAD pursuant to a secured promissory note entered into in connection with the Company’s pending acquisition of NOMAD. See Note 11 to the condensed consolidated financial statements. The related merger agreement requires the Company to have at least $16.5 million of unrestricted cash at the closing of the acquisition.
Liquidity and Going Concern
Based on the Company’s recurring losses, negative cash flows from operations, anticipated expenditures and need for additional capital, management concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for at least 12 months following the date on which the condensed consolidated financial statements are issued.
The report of the Company’s independent registered public accounting firm on the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 also included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
The condensed consolidated financial statements have been prepared on a going-concern basis and do not include any adjustments that could result from the outcome of this uncertainty.
Management
iscontinues activelyto evaluatingevaluate and pursuing additionalpursue financing alternatives, including equity and debt financingfinancings and potential strategic transactions. There
However, there can be no assurance that additional fundingcapital will be available when needed, on acceptable terms,terms or in amounts sufficient amounts, or at all. If
the Company is unable to obtainfund the necessary funding, it may be required to delay, scale back, or eliminate its clinical developmentCompany’s
programs; curtail expenditures related to the LiGHT system; or pursue strategic alternatives, including potential asset sales or the
cessation of operations.
If the Company is unable to obtain sufficient additional funding, it may be required to delay, reduce or discontinue one or more clinical-development programs, curtail expenditures related to the LiGHT system, sell assets, pursue other strategic alternatives or cease operations.
The
Company’s common stock areis traded on the Nasdaq Capital Market under the symbol “LIXTNMAD”.
On August 23, 2024, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b) (the “Stockholders’ Equity Requirement”).
On October 3, 2024, the Company submitted a plan to Nasdaq to regain compliance. On October 21, 2024, Nasdaq granted the Company an extension through February 18, 2025 to regain compliance with the Stockholders’ Equity Requirement.
The Company had not regained compliance by February 18, 2025. Accordingly, on February 19, 2025, the Company received notice from Nasdaq that it had not satisfied the terms of the extension because it had not completed its proposed financing initiatives. The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which stayed any suspension or delisting action pending the Panel’s decision.
Following a hearing held on April 3, 2025, the Panel granted the Company an additional extension through July 3, 2025 to regain compliance. On July 2, 2025, the Company completed a private placement that generated gross proceeds of approximately $5.05 million. On July 8, 2025, the Company completed a registered direct offering that generated gross proceeds of approximately $1.5 million. On July 15, 2025, Nasdaq notified the Company that it had regained compliance with the Stockholders’ Equity Requirement.
On
August 23, 2024, the Company received written notification from the Listing Qualifications Department (the “Staff”) of the
Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the minimum stockholders’ equity requirement
of $2,500,000 for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b) (the “Stockholders’ Equity Requirement”).
On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement. On
October 21, 2024, the Staff provided written notification to the Company that it had granted an extension through February 18, 2025 to
regain compliance with the Stockholders’ Equity Requirement. As of February 18, 2025, the Company had not gained compliance with
the Stockholders’ Equity Requirement. Accordingly, on February 19, 2025, the Company received written notification from the Staff
stating that the Company did not meet the terms of the extension because it did not complete its proposed financing initiatives to regain
compliance. The Company timely requested a hearing before the Nasdaq Hearings Panel (“Panel”), staying any suspension or
delisting pending the Panel’s decision. Following an April 3, 2025 hearing, the Panel granted the Company a further extension through
July 3, 2025 to regain compliance. On July 2, 2025, the Company closed a $5.05 million private placement and, on July 8, 2025, completed
a $1.5 million registered direct offering. On July 15, 2025, Nasdaq notified the Company that it had regained compliance with the stockholders’
equity requirement.
The
Company remainsremained subject to a Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B) through July 15, 2026. During thisthe monitoring period,
any future
subsequent deficiency inunder stockholders’the equityStockholders’ Equity Requirement would requirehave required the Company to request a hearing before
the Panel rather than submit a new compliance
plan. plan to Nasdaq. There was no subsequent deficiency through July 15, 2026.
Information
withregarding respectrecently to recentissued accounting pronouncements is providedincluded atin Note 2 to the condensed consolidated financial statements for the
three three
and six months ended MarchJune 31,30, 2026 and 2025 included elsewhere in this document.Quarterly Report.
The
Company’s significant accounting policies are described in Note 2 to the condensed consolidated financial statements for the three
and six months ended MarchJune 31,30, 2026 and 2025 included elsewhere in this document.Quarterly Report. These policies, together with the relatedestimates
and estimatesassumptions and
assumptions,used in their application, are fundamentalimportant to an understanding of the Company’s financial condition and results of operations and financial condition. Management evaluates
these policies and estimates on an ongoing basis based on historical experience, current conditions, and other factors deemed relevant.operations.
Management evaluates its accounting estimates and assumptions on an ongoing basis using historical experience, current conditions and other factors it considers relevant. Actual results may differ from these estimates.
There
have been no material changes to the Company’s critical accounting policies and estimates from those disclosed in the Company’sits most recent
Annual Report on Form 10-K.
The Company’s principal product candidate, LB-100, has a mechanism of action that the Company believes differs from that of cancer therapies currently approved for clinical use. LB-100 is being evaluated in clinical trials involving ovarian clear cell carcinoma, metastatic colorectal cancer and advanced soft tissue sarcoma.
In preclinical animal models, LB-100 has demonstrated anticancer activity in glioblastoma multiforme, neuroblastoma and medulloblastoma. LB-100 has also been evaluated in combination with commonly used anticancer agents in animal models of melanoma, breast cancer and sarcoma. In these models, LB-100 enhanced anticancer activity at doses that did not result in significant incremental toxicity. Preclinical results, however, may not be predictive of safety or efficacy in humans.
The cost and complexity of developing a product candidate generally increase as the candidate progresses through clinical development and the regulatory approval process. The Company seeks to operate with limited overhead and to advance its development programs as efficiently as practicable. The Company expects that it will need to raise additional capital as development milestones are achieved.
The Company’s longer-term strategy includes seeking strategic collaborations, partnerships or licensing arrangements with pharmaceutical companies engaged in cancer-drug development. There can be no assurance that the Company will enter into any such arrangement on acceptable terms or at all.
Company
Overview
The
Company is a clinical-stage biopharmaceutical company focused on identifying new targets for cancer drug development and developing and
commercializing cancer therapies. The Company’s product pipeline is primarily focused on inhibitors of protein phosphatase 2A,
which is used to enhance cytotoxic agents, radiation, immune checkpoint blockers and other cancer therapies. The Company believes that
inhibitors of protein phosphatases have significant therapeutic potential for a broad range of cancers. The Company is focusing on the
clinical development of a specific protein phosphatase inhibitor, referred to as LB-100.
The
Company believes that the mechanism by which LB-100 affects cancer cell growth is different from cancer agents currently approved for
clinical use. LB-100 is currently being tested in clinical trials in Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer, and Advanced
Soft Tissue Sarcoma. LB-100 has shown anti-cancer activity in animal models of glioblastoma multiforme, neuroblastoma, and medulloblastoma,
all cancers of neural tissue. LB-100 has also been shown to enhance the effectiveness of commonly used anti-cancer drugs in animal models
of melanoma, breast cancer and sarcoma. The enhancement of anti-cancer activity of these anti-cancer drugs occurs at doses of LB-100
that do not significantly increase toxicity in animals. It is therefore hoped that, when combined with standard anti-cancer regimens
against many tumor types, LB-100 will improve therapeutic benefit.
As
a compound moves through the FDA-approval process, it becomes an increasingly valuable property, but at a cost of additional investment
at each stage. As the potential effectiveness of LB-100 has been documented at the clinical trial level, the Company has allocated resources
to manage its patent portfolio. The Company’s approach has been to operate with a minimum of overhead, moving compounds forward
as efficiently and inexpensively as possible, and to raise funds to support each of these stages as certain milestones are reached. The
Company’s longer-term objective is to secure one or more strategic partnerships or licensing agreements with pharmaceutical companies
with major programs in cancer.
LB-100 is being evaluated in multiple clinical trials. One or more of these trials could be placed on hold or terminated by an institutional review board, the U.S. Food and Drug Administration, the European Medicines Agency or another regulatory authority as a result of a serious adverse event (“SAE”) involving LB-100 or another therapy administered in combination with LB-100.
Potential SAEs could include unexpected severe side effects, treatment-related deaths or long-term health complications. A patient may also experience a dose-limiting toxicity (“DLT”). Under applicable clinical-trial protocols, the occurrence of multiple DLTs at a particular dose level may result in that dose being considered unsafe and may require subsequent patients to be treated at a lower dose level previously determined to be tolerable.
If an SAE or a pattern of SAEs occurs during a clinical trial involving LB-100, regulatory authorities or institutional review boards may require the Company or the trial sponsor to suspend enrollment or dosing, modify the trial protocol, conduct additional studies or terminate the trial. Any such action could delay or prevent further development of LB-100, increase the Company’s development costs and adversely affect its ability to obtain regulatory approval.
The
Company’s lead drug candidate, LB-100, is currently undergoing various clinical trials, and there is a risk that one or more of
these trials could be placed on hold by regulatory authorities due to serious adverse events (SAEs) related to the Company’s drug
candidate or to another company’s drug used in combination in one of the Company’s clinical trials. It is possible that the
SAEs could be attributable to the Company’s drug candidate and could include, but not be limited to, unexpected severe side effects,
treatment-related deaths, or long-term health complications. A dose given could result in non-tolerable adverse events defined as dose-limiting
toxicity (DLT). When two DLTs occur at the same dose-level that dose-level is considered too high and unsafe. Further treatment is only
allowed at lower dose-levels that have previously been found safe.
If
an SAE or a pattern of SAEs is observed during the course of a clinical trial involving the Company’s drug candidate, the U.S.
Food and Drug Administration (FDA), European Medicines Agency (EMA), or other regulatory authorities may issue a clinical hold, requiring
the Company to pause or discontinue further enrollment and dosing in the Company’s clinical trial. It is also possible that the
clinical trial could be terminated. Any of these actions could delay or halt the development of the Company’s drug candidate, increase
development costs, and negatively impact the Company’s ability to ultimately achieve regulatory approval. Additionally, if an SAE
is confirmed to be drug-related, the Company may be required to conduct additional studies, modify the study design, or abandon further
development of the drug candidate altogether, which could materially impact the Company’s business, financial condition, and prospects.
TheAn
occurrence of an SAE andor any resultingrelated clinical hold could also harmadversely affect the Company’s reputation withamong patients, physicians,investigators, healthmedical institutions
institutions,and investors; impede patient recruitment; and investors, diminishimpair the Company’s ability to attract clinical trial participants, and damage the Company’s
ability to interest investors and obtain financing inor theenter future.into strategic arrangements.
There can be no assurancesassurance that theadditional CompanySAEs will not experience such
SAEs in the futureoccur or that any related clinical hold will be lifted in a timely manner,manner or at all.
The principal investigator of the colorectal cancer study evaluating LB-100 in combination with atezolizumab, a Roche PD-L1 inhibitor, is investigating two SAEs observed in the trial, which commenced in August 2024. The Institutional Review Board (the “IRB”) of the Netherlands Cancer Institute (“NKI”) placed the study on hold.
One patient experienced dyspnea associated with lung toxicity that was considered possibly or probably related to the combination of LB-100 and atezolizumab. That patient subsequently died from complications associated with lung metastases and dyspnea. A second patient experienced fever and aphasia that were considered possibly or probably related to the drug combination. The second patient fully recovered following supportive treatment.
The
principal investigator of the colorectal study testing LB-100 in combination with atezolizumab (Roche PD-L1 inhibitor) is currently investigating
two SAEs observed in the clinical trial that was launched in August 2024. The Institutional Review Board (the “IRB”) of the
Netherlands Cancer Institute (“NKI”) has put the colorectal cancer study on hold. The adverse reactions that developed in
the two patients were dyspnea (shortness of breath) due to lung toxicity possibly or probably related to the combination of LB-100 and
atezolizumab in one patient and fever and aphasia possibly or probably related to the combination of LB-100 and atezolizumab in the second
patient. The patient who developed lung toxicity deceased due to the combination of lung metastases of colorectal cancer and dyspnea.
The patient with fever and aphasia fully recovered from the adverse events with supportive medication.
GivenThe
the identified adverse events in the two patients in the clinical trial, theNKI IRB requested additional information from the principal investigator of the study
at the NKI information as toregarding whether the adverse events couldmay have been caused by
the combination of LB-100 and atezolizumab and information
about the modepotential mechanism of action of the combination of LB-100 and atezolizumab.combination. The principal investigator prepared submitted
a response todescribing the IRB detailing
the safety experience with LB-100 givenadministered alone and in combination with other cancer drugs,therapies, especially including
doxorubicin and dostarlimab. Doxorubicin
is a well-known chemotherapy, and dostarlimab is a well-known immunotherapy of which the mode of action is closely related to that of
atezolizumab.
The
reported adverse events reported in the colorectal cancer studytrial havehad not been seenobserved in any other patients thus far treated with LB-100LB-100, either alone or in
in combination with other cancer drugs.therapies. ThroughAs of early July 2025, the Company hashad been informed that a total ofapproximately 82 patients had received
or were receiving experimental treatment withinvolving LB-100.
In
May 2025, the Company updated the safety overviewinformation ofrelating to LB-100 and delivereddistributed the updated versionVersion 5.0 of the Investigator’s Brochure
(theto “IB”),investigators whichparticipating contains all ofin the relevant preclinical, clinical and pharmacologic data with respect to the study of
the LB-100 clinical compound in humans, to the investigators of allCompany’s ongoing clinical trials. The investigatorsInvestigator’s Brochure includes relevant preclinical,
clinical and pharmacological information concerning the administration of LB-100 to humans. The investigators conducting the study in colorectal
cancer (NCT06012734)study, NCT06012734, submitted a detailed response to the IRB,NKI includingIRB that included the updated IB.Investigator’s Brochure. The
Company is currently awaiting thecompletion outcome
of the IRBIRB’s review.
Public Health Risks
The COVID-19 pandemic resulted in disruptions to global economic and business activity beginning in 2020. Although the effects of the pandemic have substantially subsided, a resurgence of COVID-19 or the emergence of another public-health emergency could disrupt the Company’s clinical-development activities, relationships with vendors and clinical sites, access to capital and general business operations. The extent of any future impact cannot be predicted.
Inflation and Interest-Rate Risk
Covid-19
Virus. The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout
the world as businesses and governments implemented broad actions to mitigate this public health crisis. Although Covid-19 outbreak has
subsided, the extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital
raising efforts in the future is uncertain and cannot be predicted.
InflationThe
and Interest Rate Risk. The Company does not believe that inflation or increasingchanges in interest rates have had a material direct effect on its
operations to date, other
than thanthrough their impactbroader effects on the generaleconomy economy.and capital markets. However, thereinflationary ispressures acould risk thatincrease the Company’scosts of clinical
trials, contract research, manufacturing, personnel and other operating costs
could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s
operating costs, and which would put additional stress on the Company’s working capital resources.activities.
Higher interest rates could also increase borrowing costs and adversely affect the availability and terms of financing.
Supply-Chain Risk
The Company does not currently anticipate that supply-chain constraints will materially affect its ongoing clinical trials. However, future disruptions could delay the manufacturing, testing, storage or delivery of LB-100 or other materials required for the Company’s development programs.
Economic and Capital-Market Risk
A recession or deterioration in economic conditions could adversely affect the general business environment and capital markets. Such conditions could make it more difficult or costly for the Company to obtain financing and could adversely affect the market price of its common stock.
Geopolitical Risk
NMAD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-01 | Stazzone Peter |
Grant/award | 50,000 | — | — |
| 2026-07-01 | Sawyer Jason David |
Grant/award | 40,000 | — | — |
| 2026-07-01 | Pursglove Geordan Garrett |
Grant/award | 350,000 | — | — |
| 2026-07-01 | Primus Guy Warren |
Grant/award | 15,000 | — | — |
| 2026-07-01 | Holloway Michael Andrew |
Grant/award | 15,000 | — | — |
| 2026-07-01 | Felix Lourdes |
Grant/award | 30,000 | — | — |
| 2026-05-29 | Porter Stuart D |
Grant/award | 25,000 | — | — |
| 2026-04-15 | Pursglove Geordan Garrett |
Grant/award | 350,000 | — | — |
| 2026-04-15 | Holloway Michael Andrew |
Grant/award | 25,000 | — | — |
| 2026-04-15 | Stazzone Peter |
Grant/award | 50,000 | — | — |
| 2026-04-15 | Primus Guy Warren |
Grant/award | 25,000 | — | — |
| 2026-04-15 | Sawyer Jason David |
Grant/award | 25,000 | — | — |
| 2026-04-15 | Felix Lourdes |
Grant/award | 25,000 | — | — |
Well-known investors holding NMAD (13F)
None of the 59 investors we track reported a position in their latest 13F.