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First Wave BioPharma(FWBI) - 2024 Q3 - Quarterly Report

Financial Position - The company reported stockholders' equity of 881,960asofJune30,2023,whichwasbelowthe881,960 as of June 30, 2023, which was below the 2.5 million minimum requirement for continued listing on Nasdaq[176]. - The company has cash and cash equivalents of approximately 0.4millionasofSeptember30,2024,andcumulativelossesattributabletocommonstockholdersofapproximately0.4 million as of September 30, 2024, and cumulative losses attributable to common stockholders of approximately 190.1 million[196]. - As of September 30, 2024, the aggregate outstanding obligations under the Credit Agreement were 6,997,583,including6,997,583, including 5,360,000 in outstanding principal and 1,637,583ofaccruedandunpaidinterest[187].ThecompanyhasreceivedaNoticeofDefaultandAccelerationrelatedtotheCreditAgreement,indicatingongoingeventsofdefault[185].Thecompanyisdependentonobtainingnecessaryfundingfromoutsidesourcestocontinueoperations,withnocommittedsourceofadditionalcapital[183].MergersandAcquisitionsThecompanycompletedamergerwithImmunogenX,Inc.inMarch2024,acquiringIMGXsbiologicLatiglutenaseforceliacdiseasetreatment[169].AbindingtermsheetwasenteredintowithJourneyTherapeutics,Inc.fortheacquisitionof1001,637,583 of accrued and unpaid interest[187]. - The company has received a Notice of Default and Acceleration related to the Credit Agreement, indicating ongoing events of default[185]. - The company is dependent on obtaining necessary funding from outside sources to continue operations, with no committed source of additional capital[183]. Mergers and Acquisitions - The company completed a merger with ImmunogenX, Inc. in March 2024, acquiring IMGX's biologic Latiglutenase for celiac disease treatment[169]. - A binding term sheet was entered into with Journey Therapeutics, Inc. for the acquisition of 100% of the outstanding equity interests of Journey in exchange for 99% of the company's fully-diluted equity[190]. - The company is exploring strategic alternatives, including a sale or wind-down of the IMGX entity, and has paused development of non-essential R&D activities[183]. Capital Raising - The company received gross proceeds of approximately 4.0 million from the March 2024 Offering, which included 173,100 shares of Common Stock and warrants[172]. - The May 2024 Offering generated gross proceeds of approximately 1.1million,consistingof275,000sharesofCommonStockandassociatedwarrants[173].Thecompanyanticipatesneedingtoraisesubstantialadditionalcapitalintheneartermtofundcontinuingoperationsandsatisfyexistingobligations[196].OperationalChangesThecompanyreduceditsworkforcefrom15employeesto11employeesinJuly2024aspartofcostreductionmeasures[180].ThecompanyenteredintoaconsultingagreementwithformerCEOJamesSapirstein,paying1.1 million, consisting of 275,000 shares of Common Stock and associated warrants[173]. - The company anticipates needing to raise substantial additional capital in the near term to fund continuing operations and satisfy existing obligations[196]. Operational Changes - The company reduced its workforce from 15 employees to 11 employees in July 2024 as part of cost reduction measures[180]. - The company entered into a consulting agreement with former CEO James Sapirstein, paying 400 per hour for services rendered[181]. - The company is exploring strategic alternatives for its Niclosamide program, which is currently under a non-binding term sheet for potential sale[171]. - The company is focusing on its Adrulipase and Capeserod programs while evaluating the Niclosamide program[167]. Research and Development Expenses - Research and development expenses for Q3 2024 totaled approximately 0.2million,adecreaseofapproximately0.2 million, a decrease of approximately 0.8 million, or 80%, compared to 1.0millioninQ32023[204].ResearchanddevelopmentexpensesforthethreemonthsendedSeptember30,2024,were1.0 million in Q3 2023[204]. - Research and development expenses for the three months ended September 30, 2024, were 207,000, a decrease of approximately 804,000,or80804,000, or 80%, compared to 1,011,000 for the same period in 2023[208]. - Research and development expenses for the nine months ended September 30, 2024, totaled approximately 0.9million,adecreaseofapproximately0.9 million, a decrease of approximately 2.8 million, or 76%, compared to 3.7millionforthesameperiodin2023[212].Thecompanyexpectsresearchanddevelopmentexpensestodecreaseduringtheremainderofthefiscalyearasitconservescash[205].GeneralandAdministrativeExpensesGeneralandadministrativeexpensesforQ32024totaledapproximately3.7 million for the same period in 2023[212]. - The company expects research and development expenses to decrease during the remainder of the fiscal year as it conserves cash[205]. General and Administrative Expenses - General and administrative expenses for Q3 2024 totaled approximately 1.7 million, a decrease of approximately 0.7million,or300.7 million, or 30%, compared to 2.4 million in Q3 2023[207]. - General and administrative expenses for the three months ended September 30, 2024, totaled 1.7million,adecreaseofapproximately1.7 million, a decrease of approximately 736,000, or 30%, from 2.4millionintheprioryear[208].GeneralandadministrativeexpensesfortheninemonthsendedSeptember30,2024,wereapproximately2.4 million in the prior year[208]. - General and administrative expenses for the nine months ended September 30, 2024, were approximately 13.5 million, an increase of approximately 5.6million,or705.6 million, or 70%, from 7.9 million in the prior year[215]. - The company expects general and administrative expenses to decrease during the remainder of the fiscal year as it conserves cash[209]. Net Loss and Cash Flow - The net loss for the three months ended September 30, 2024, was approximately 2.6million,adecreaseofapproximately2.6 million, a decrease of approximately 0.9 million, or 25%, from a net loss of 3.4millionforthesameperiodin2023[210].ThenetlossfortheninemonthsendedSeptember30,2024,wasapproximately3.4 million for the same period in 2023[210]. - The net loss for the nine months ended September 30, 2024, was approximately 5.8 million, a decrease of approximately 5.9million,or505.9 million, or 50%, from a net loss of 11.7 million for the same period in 2023[218]. - Net cash used in operating activities during the nine months ended September 30, 2024, was approximately 9.0million,primarilyduetoanetlossof9.0 million, primarily due to a net loss of 5.8 million and a non-cash change in deferred tax valuation allowance of 10.6million[219].NetcashprovidedbyfinancingactivitiesfortheninemonthsendedSeptember30,2024,wasapproximately10.6 million[219]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was approximately 5.6 million, primarily from net proceeds of approximately 4.5millionfromregistereddirectofferings[223].DiscontinuedOperationsLossfromdiscontinuedoperationsforthethreemonthsendedSeptember30,2024,was4.5 million from registered direct offerings[223]. Discontinued Operations - Loss from discontinued operations for the three months ended September 30, 2024, was 0.7 million, representing expenses related to a disposal group classified as held for sale[210].