Matinas BioPharma(MTNB) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS This section presents Matinas BioPharma Holdings, Inc.'s unaudited condensed consolidated financial statements for the quarter ended June 30, 2025, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flow, along with detailed notes explaining significant accounting policies, liquidity, fair value measurements, and equity changes Condensed Consolidated Balance Sheets The company's total assets decreased by approximately 9.6% from December 31, 2024, to June 30, 2025, primarily due to a reduction in current assets, while total liabilities also saw a significant decrease, leading to a slight increase in total stockholders' equity | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Cash and cash equivalents | $6,525 | $7,284 | $(759) | -10.4% | | Total current assets | $7,268 | $8,025 | $(757) | -9.4% | | Total non-current assets | $4,156 | $4,616 | $(460) | -10.0% | | Total assets | $11,424 | $12,641 | $(1,217) | -9.6% | | Total current liabilities | $1,784 | $2,666 | $(882) | -33.1% | | Total non-current liabilities | $1,965 | $2,385 | $(420) | -17.6% | | Total liabilities | $3,749 | $5,051 | $(1,302) | -25.8% | | Total stockholders' equity | $7,675 | $7,590 | $85 | 1.1% | Condensed Consolidated Statements of Operations and Comprehensive Loss The company reported a reduced net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily driven by significantly lower research and development expenses and a gain on sale of assets, despite a loss from the change in fair value of warrant liability | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $0 | $3,371 | $85 | $6,817 | | General and administrative | $1,837 | $2,468 | $3,698 | $4,925 | | Total costs and expenses | $1,837 | $5,839 | $3,783 | $11,742 | | Loss from operations | $(1,837) | $(5,839) | $(3,783) | $(11,742) | | Change in fair value of warrant liability | $(3,455) | $0 | $(3,161) | $0 | | Gain on sale of assets, net | $110 | $0 | $110 | $0 | | Net loss | $(5,245) | $(5,719) | $(6,901) | $(11,543) | | Net loss per share – basic and diluted | $(1.03) | $(1.15) | $(1.36) | $(2.47) | Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity increased slightly from December 31, 2024, to June 30, 2025, primarily due to stock-based compensation, issuance of preferred stock and warrants, and the reclassification of warrants from liability to equity, partially offset by the net loss | Metric (in thousands, except shares) | December 31, 2024 | June 30, 2025 | | :----------------------------------- | :---------------- | :------------ | | Common Stock Shares | 5,086,985 | 5,086,985 | | Additional Paid-in Capital | $207,413 | $214,399 | | Accumulated Deficit | $(199,824) | $(206,725) | | Total Stockholders' Equity | $7,590 | $7,675 | Key Changes (Six Months Ended June 30, 2025): * Stock-based compensation: Increased Additional Paid-in Capital by $553. * Issuance of preferred stock and warrants: Increased Additional Paid-in Capital by $330. * Reclassification of warrants from liability to equity: Increased Additional Paid-in Capital by $6,103. * Net loss: Decreased Accumulated Deficit by $6,901[16] Condensed Consolidated Statements of Cash Flow Net cash used in operating activities significantly decreased for the six months ended June 30, 2025, compared to 2024, while cash provided by financing activities also decreased. Investing activities used no cash in 2025, leading to a net decrease in cash, cash equivalents, and restricted cash | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,028) | $(8,875) | | Net cash used in investing activities | $0 | $(938) | | Net cash provided by financing activities | $3,269 | $9,242 | | Net decrease in cash, cash equivalents and restricted cash | $(759) | $(571) | | Cash, cash equivalents and restricted cash at end of period | $6,775 | $4,466 | Notes to Unaudited Condensed Consolidated Financial Statements These notes provide critical context to the financial statements, detailing the company's business, significant accounting policies, liquidity challenges including a going concern warning, and specific breakdowns of cash, fair value measurements, leases, equity changes, and stock-based compensation Note 1 – Description of Business Matinas BioPharma Holdings Inc. is a clinical-stage biopharmaceutical company focused on developing groundbreaking therapies using its proprietary lipid nanocrystal (LNC) platform delivery technology - The Company is a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology[22] Note 2 – Liquidity, Plan of Operations and Going Concern The company has an accumulated deficit of $206.7 million as of June 30, 2025, and expects to incur substantial losses. Its current cash and cash equivalents are not sufficient to fund operations beyond the next twelve months, raising substantial doubt about its ability to continue as a going concern. Future operations depend on securing partners for MAT2203, controlling expenses, and obtaining additional financing | Metric | June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------ | :----------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Accumulated deficit | $206,725 | N/A | N/A | | Net loss | N/A | $6,901 | $11,543 | | Cash and cash equivalents | $6,525 | N/A | N/A | | Restricted cash | $250 | N/A | N/A | - Substantial doubt exists about the Company's ability to continue as a going concern as cash and cash equivalents are not sufficient to fund planned operations beyond the next twelve months[25] - The Company's ability to continue as a going concern is dependent on securing partners for MAT2203, controlling operating expenses, future sales of common stock through the At-The-Market Sales Agreement, and securing additional financing[26] Note 3 – Summary of Significant Accounting Policies The financial statements are prepared in accordance with U.S. GAAP and include consolidated accounts of Holdings and its subsidiaries. The company adopted ASU 2020-06 on January 1, 2025, simplifying accounting for convertible instruments and warrants. Warrants are classified as equity or liability based on specific terms and revalued if liability-classified - The Company adopted ASU 2020-06 on January 1, 2025, which simplifies accounting for convertible instruments and removes certain settlement conditions for equity contracts[29] - Warrants are classified as either equity or liability instruments; liability-classified warrants are revalued at each balance sheet date with changes recognized in the statement of operations[31] Note 4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities Cash and cash equivalents decreased from $7.284 million at December 31, 2024, to $6.525 million at June 30, 2025. Restricted cash remained stable at $250,000. The company recorded no unrealized gains on marketable debt securities for the six months ended June 30, 2025, compared to $170,000 in the prior year | Metric (in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | December 31, 2023 | | :-------------------- | :------------ | :---------------- | :------------ | :---------------- | | Cash and cash equivalents | $6,525 | $7,284 | $4,216 | $4,787 | | Restricted cash | $250 | $250 | $250 | $250 | | Total cash, cash equivalents and restricted cash | $6,775 | $7,534 | $4,466 | $5,037 | - Unrealized gains on marketable debt securities were $0 for the six months ended June 30, 2025, a decrease from $170,000 in the same period of 2024[35] Note 5 - Fair Value Measurements The company uses a fair value hierarchy for financial instruments. Warrants issued in February 2025 were initially classified as a liability and measured at fair value using a Monte Carlo simulation model, resulting in a $3.161 million change in fair value. On June 26, 2025, the warrants were amended to meet equity instrument conditions and reclassified to equity, with no subsequent measurement | Warrant Liability Changes (in thousands) | Amount | | :--------------------------------------- | :----- | | Balance at January 31, 2025 | $0 | | Issuance of warrants reported at fair value | $2,942 | | Change in fair value | $3,161 | | Reclassification to equity | $(6,103) | | Balance at June 30, 2025 | $0 | - Warrants were initially classified as a liability and reclassified to equity on June 26, 2025, after an amendment removed a provision that did not meet indexation requirements[40][41][62] - The warrant liability was measured using a Monte Carlo simulation model with assumptions including expected volatility (54.0%-61.0%), risk-free interest rate (3.77%-4.39%), and expected term (4.8-5.0 years)[42][43] Note 6 – Leasehold Improvements and Equipment Net leasehold improvements and equipment decreased from $468,000 at December 31, 2024, to $158,000 at June 30, 2025, primarily due to the sale of equipment. The company sold $210,000 of unused laboratory equipment for $320,000, realizing a gain of $110,000, and has $70,000 of remaining equipment classified as held for sale | Asset Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Equipment | $0 | $283 | | Leasehold improvements | $218 | $218 | | Total | $218 | $501 | | Less: accumulated depreciation and amortization | $60 | $33 | | Leasehold improvements and equipment, net | $158 | $468 | - The Company sold $210,000 of unused laboratory equipment for $320,000, generating a gain of $110,000, and has $70,000 of equipment remaining classified as held for sale[45] Note 7 – Accrued Expenses and Other Liabilities Accrued expenses significantly decreased from $1.805 million at December 31, 2024, to $795,000 at June 30, 2025, primarily due to a substantial reduction in severance liabilities | Accrued Expense Category (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------------- | :------------ | :---------------- | | Severance | $482 | $1,509 | | General and administrative expenses | $313 | $296 | | Total | $795 | $1,805 | Note 8 – Leases The company's operating lease liabilities decreased from $2.877 million at December 31, 2024, to $2.514 million at June 30, 2025, with a weighted average remaining lease term of 2.9 years. Operating lease expenses for the six months ended June 30, 2025, were $345,000, a decrease from $452,000 in the prior year | Lease Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Present value of operating lease liabilities | $2,514 | $2,877 | | Present value of finance lease liabilities | $16 | $17 | | Weighted average remaining operating lease term | 2.9 years | 3.3 years | | Weighted average discount rate (operating) | 9.3% | 9.3% | - Operating lease expense for the six months ended June 30, 2025, was $345,000, down from $452,000 in the same period of 2024[49] Note 9 – Stockholders' Equity Shareholders approved an increase in authorized common stock to 500 million shares, effective August 6, 2025. The company completed a private placement in February and April 2025, issuing 3,300 shares of Series C Convertible Preferred Stock and warrants to purchase 11,262,808 common shares. Warrants outstanding increased significantly to 11,929,475 shares by June 30, 2025. Diluted net loss per share is the same as basic due to anti-dilutive securities - On August 6, 2025, the Company increased its authorized common stock from 250,000,000 to 500,000,000 shares[54][73] - In February and April 2025, the Company completed a private placement, issuing 3,300 shares of Series C Convertible Preferred Stock and warrants to purchase 11,262,808 shares of common stock, generating gross proceeds of $3.3 million[58][59][102][103] | Warrants Outstanding | December 31, 2024 | June 30, 2025 | | :------------------- | :---------------- | :------------ | | Outstanding | 666,667 | 11,929,475 | | Issued | N/A | 11,262,808 | - Potentially dilutive securities, including stock options, convertible preferred stock, and warrants, totaling 18,025,176 shares, were excluded from diluted net loss per share calculation as they were anti-dilutive[67] Note 10 – Stock-based Compensation The 2013 Equity Compensation Plan expired on May 7, 2024, with no remaining shares for grant. A new 2025 Equity Incentive Plan was adopted, with 116,500 option grant awards issued and 646,548 available for grant as of June 30, 2025. Total stock-based compensation expense for the six months ended June 30, 2025, was $553,000, a decrease from $1.986 million in 2024 - The 2013 Plan expired on May 7, 2024, and a new 2025 Equity Incentive Plan was adopted, with 646,548 awards available for grant as of June 30, 2025[68][69][70] | Stock-based Compensation Expense (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------- | :----------------------------- | :----------------------------- | | Research and Development | $85 | $826 | | General and Administrative | $468 | $1,160 | | Total | $553 | $1,986 | | Stock Options Activity | December 31, 2024 | June 30, 2025 | | :--------------------- | :---------------- | :------------ | | Outstanding | 687,356 | 464,297 | | Granted | N/A | 116,500 | | Expired | N/A | (336,458) | Note 11 – Subsequent Events Subsequent to the reporting period, on August 6, 2025, the company filed a Certificate of Amendment to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000, following shareholder approval on June 23, 2025 - On August 6, 2025, the Company filed a Certificate of Amendment to increase authorized common stock from 250,000,000 to 500,000,000 shares, effective upon filing[73] Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial condition and operational results, highlighting a reduced net loss, decreased R&D and G&A expenses, and ongoing liquidity challenges that raise substantial doubt about its ability to continue as a going concern. The company's strategy focuses on monetizing MAT2203 and conserving cash Overview Matinas BioPharma is a clinical-stage biopharmaceutical company utilizing its LNC platform. The company reported a net loss of $6.901 million for the six months ended June 30, 2025, and expects continued losses. Its strategy involves securing partners for MAT2203, conserving cash, and exploring other strategic options, while facing significant going concern risks due to insufficient funding - Matinas BioPharma is a clinical-stage biopharmaceutical company focused on its lipid nanocrystal (LNC) platform delivery technology[78] | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net loss | $(6,901) | $(11,543) | - Key strategic elements include securing partners to monetize MAT2203, raising non-dilutive capital, and conserving cash while evaluating other strategic options like in-licensing assets or seeking a merger partner[81] - The company expects to incur additional losses for the foreseeable future and faces a going concern risk if adequate additional financing is not secured[79][82] Financial Operations Overview Research and development expenses are expected to be lower in 2025 compared to 2024 due to a pause in the MAT2203 development program, while general and administrative expenses are also projected to decrease due to cost-cutting. The company recognized a $3.161 million loss from the change in fair value of warrant liability and a $110,000 gain on asset sales for the six months ended June 30, 2025 - Research and development expenses are anticipated to be lower in 2025 compared to 2024 until additional funding is secured for the MAT2203 Phase 3 trial[83] | Expense Category (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative | $1,837 | $2,468 | $3,698 | $4,925 | - A loss of $3.161 million was recognized for the six months ended June 30, 2025, due to the change in fair value of the warrant liability[86] - The company recorded a gain of $110,000 from the sale of equipment during the six months ended June 30, 2025[87] Application of Critical Accounting Policies and Accounting Estimates The company's critical accounting policies include those related to other intangible assets and warrants, which require significant management judgment. Warrants are classified as equity or liability based on specific terms, with liability-classified warrants revalued at each reporting period - Critical accounting policies include other intangible assets and warrants, requiring difficult, subjective, and complex judgments[91] - Warrants are classified as equity or liability based on specific terms; liability-classified warrants are revalued at fair value with changes recognized in the statement of operations[92] Recent Accounting Pronouncements The company refers to Note 3 of the financial statements for a discussion of recently adopted accounting pronouncements and their expected impact, indicating no material effect on its financial statements - Management believes recent accounting pronouncements will not have a material effect on the Company's financial statements[30][93] Current Operating Trends The company's current R&D efforts are focused on advancing MAT2203 and positioning it for a partnership with a well-funded third party. Significant investment in product development is considered a competitive necessity - Current R&D efforts are focused on advancing MAT2203 and positioning it for a partnership with a well-funded and experienced third-party biotech or pharmaceutical company[94][95] - Significant investment in product development is considered a competitive necessity[94] Results of Operations The company experienced significant decreases in both Research and Development (R&D) and General and Administrative (G&A) expenses for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to the pause in the MAT2203 development program, headcount reductions, and lower stock-based compensation Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024 For the three months ended June 30, 2025, R&D expenses decreased to $0 from $3.371 million in 2024, and G&A expenses decreased to $1.837 million from $2.468 million, driven by reduced clinical trial consulting, headcount, and stock-based compensation | Expense Category (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (in thousands) | % Change | | :------------------------------ | :------------------------------- | :------------------------------- | :-------------------- | :------- | | Research and development | $0 | $3,371 | $(3,371) | -100.0% | | General and administrative | $1,837 | $2,468 | $(631) | -25.6% | - The decrease in R&D expenses was primarily due to the pause of the MAT2203 development program and headcount reductions[96] - The decrease in G&A expenses was mainly attributable to lower stock-based compensation and decreased headcount, partially offset by increased legal and consulting fees[97] Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024 For the six months ended June 30, 2025, R&D expenses decreased to $85,000 from $6.817 million in 2024, and G&A expenses decreased to $3.698 million from $4.925 million, reflecting similar factors as the quarterly comparison | Expense Category (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (in thousands) | % Change | | :------------------------------ | :----------------------------- | :----------------------------- | :-------------------- | :------- | | Research and development | $85 | $6,817 | $(6,732) | -98.8% | | General and administrative | $3,698 | $4,925 | $(1,227) | -24.9% | - The decrease in R&D expenses was primarily due to the pause of the MAT2203 development program and headcount reductions[98] - The decrease in G&A expenses was mainly attributable to lower stock-based compensation and decreased headcount, partially offset by increased legal and consulting fees[99] Liquidity and Capital Resources The company has funded operations primarily through equity sales, raising $156.465 million net since inception. As of June 30, 2025, cash and cash equivalents totaled $6.525 million. Recent financing includes a $3.3 million private placement of preferred stock and warrants in 2025. The company does not believe existing cash is sufficient for the next twelve months, indicating substantial doubt about its going concern ability and a need for significant additional financing Sources of Liquidity Since inception, the Company has raised $156.465 million net from sales of equity securities. As of June 30, 2025, cash and cash equivalents were $6.525 million. Recent financing includes a $3.3 million gross proceeds private placement of Series C Preferred Stock and warrants in 2025, and a $9.125 million net proceeds registered direct offering in 2024. The At-The-Market Sales Agreement has $44.191 million available capacity - Since inception, the Company has raised $156.465 million net from sales of equity securities[100] - As of June 30, 2025, cash and cash equivalents totaled $6.525 million[101] - In 2025, the Company completed a private placement of Series C Preferred Stock and warrants, generating gross proceeds of $3.3 million[102][103] - In 2024, a registered direct offering generated net proceeds of approximately $9.125 million[105] - The At-The-Market Sales Agreement has an available capacity of $44.191 million as of June 30, 2025[106] Cash Flows Net cash used in operating activities decreased significantly to $4.028 million for the six months ended June 30, 2025, from $8.875 million in 2024. Investing activities used $0 cash in 2025, compared to $938,000 in 2024. Net cash provided by financing activities decreased to $3.269 million in 2025 from $9.242 million in 2024, primarily due to lower proceeds from equity sales | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Cash used in operating activities | $(4,028) | $(8,875) | | Cash used in investing activities | $0 | $(938) | | Cash provided by financing activities | $3,269 | $9,242 | - The decrease in cash provided by financing activities in 2025 was primarily due to lower net proceeds from the sale of Series C preferred stock compared to common stock sales in 2024[110] Funding Requirements and Other Liquidity Matters The Company expects significant expenses and operating losses, with existing cash and cash equivalents insufficient to fund operations beyond the next twelve months, raising substantial doubt about its ability to continue as a going concern. Future funding will rely on equity offerings, debt, third-party funding, or collaborations, which may lead to dilution or restrictive covenants. The company is prohibited from issuing common stock or equivalents until November 2025, subject to exceptions - The Company expects to incur significant expenses and operating losses for the foreseeable future, with existing cash and cash equivalents insufficient to fund operations beyond the next twelve months, raising substantial doubt about its ability to continue as a going concern[111] - Future cash needs are expected to be financed through a combination of private and public equity offerings, debt financings, third-party funding, collaborations, and licensing arrangements[112] - Under terms of a recent financing, the Company is prohibited from issuing common stock or common stock equivalents until November 2025, subject to certain exceptions[112] Off-Balance Sheet Arrangements The company did not have any off-balance sheet arrangements during the periods presented and does not currently have any - The Company did not have, and does not currently have, any off-balance sheet arrangements[116] Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - This item is not applicable to the Company[117] Item 4. CONTROLS AND PROCEDURES The company's disclosure controls and procedures were not effective as of June 30, 2025, due to an un-remediated material weakness in internal control over financial reporting related to the processing and reporting of non-routine transactions and indefinite-lived asset impairment assessments. Management has initiated a remediation plan involving external accounting resources Evaluation of Disclosure Controls and Procedures As of June 30, 2025, the company's disclosure controls and procedures were not effective at the reasonable assurance level due to an un-remediated deficiency in internal control over financial reporting - Disclosure controls and procedures were not effective as of June 30, 2025, due to an un-remediated deficiency in internal control over financial reporting[118] Management's Report on Internal Control over Financial Reporting Management determined that the company's internal control over financial reporting was not effective as of December 31, 2024, due to a material weakness. This weakness stems from an ineffective internal control environment for processing and reporting non-routine transactions, including indefinite-lived asset impairment assessments, which could lead to material misstatements - Management determined that the Company's internal control over financial reporting was not effective as of December 31, 2024, due to a material weakness[123] - The material weakness identified is an ineffective internal control environment for ensuring complete, accurate, and timely processing and reporting of non-routine transactions, including indefinite-lived assets impairment assessment[124] Remediation Plan Management has initiated a remediation plan to address the material weakness, which includes engaging additional external accounting resources to assist with the preparation and review of non-routine transactions - The remediation plan includes engaging additional external accounting resources to assist with the preparation and review of non-routine transactions[126] Changes in Internal Control Over Financial Reporting Except for changes being implemented to address the identified material weakness, there were no other material changes in the company's internal control over financial reporting during the second quarter of 2025 - No material changes in internal control over financial reporting during Q2 2025, except for changes to address the identified material weakness[127] PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The company reported no legal proceedings - There are no legal proceedings[128] Item 1A. RISK FACTORS There were no material changes to the risk factors from the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes from the risk factors set forth in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[129] Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS In February and April 2025, the company sold 3,300 shares of Preferred Stock and warrants to purchase 11,262,808 shares of Common Stock in an unregistered private placement, generating $3.3 million in gross proceeds. The underlying common stock was subsequently registered - On February 13, 2025, and April 8, 2025, the Company sold 3,300 shares of Preferred Stock and warrants to purchase 11,262,808 shares of Common Stock in an unregistered private placement, generating $3.3 million in gross proceeds[130] - The shares of Common Stock underlying the Preferred Stock and Warrants were registered on a Form S-3 Registration Statement, effective April 29, 2025[130] Item 3. DEFAULTS UPON SENIOR SECURITIES The company reported no defaults upon senior securities - There were no defaults upon senior securities[131] Item 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - This item is not applicable to the Company[132] Item 5. OTHER INFORMATION During the fiscal quarter ended June 30, 2025, none of the company's officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - None of the Company's officers or directors adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025[133] Item 6. EXHIBITS This section lists all exhibits filed or furnished with the Quarterly Report on Form 10-Q, including certificates of incorporation, bylaws, warrant forms, securities purchase agreements, and certifications - The exhibit index includes various corporate documents such as Certificate of Incorporation, Bylaws, forms of Common Stock Purchase Warrants, Securities Purchase Agreement, and certifications[141]