
PART I. FINANCIAL INFORMATION Financial Statements The unaudited interim financial statements for June 30, 2023, show total assets decreased to $39.5 million, net loss widened to $9.4 million, and cash used in operations increased to $13.0 million Condensed Balance Sheet Summary (Unaudited) | Metric | Dec 31, 2022 | June 30, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $22,326,356 | $7,449,010 | | Total current assets | $34,070,919 | $19,799,166 | | Total assets | $46,809,155 | $39,483,244 | | Total current liabilities | $2,956,481 | $4,537,898 | | Total liabilities | $9,380,649 | $10,897,602 | | Total stockholders' equity | $37,428,506 | $28,585,642 | Condensed Statements of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $166,800 | $120,405 | $1,956,269 | $132,938 | | Research and development | $1,969,882 | $1,616,666 | $3,759,558 | $3,872,479 | | General and administrative | $1,707,995 | $3,014,260 | $3,588,597 | $6,131,550 | | Net loss | $(3,510,561) | $(4,304,420) | $(5,567,768) | $(9,375,106) | | Net loss per share | $(0.10) | $(0.12) | $(0.16) | $(0.26) | Condensed Statements of Cash Flows Summary (Unaudited) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(4,281,998) | $(13,030,059) | | Net cash provided by (used in) investing activities | $7,963,379 | $(1,856,900) | | Net cash provided by financing activities | $8,273 | $9,613 | | Net changes in cash and cash equivalents | $3,689,654 | $(14,877,346) | Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes revenue decline to Wugen's clinical plan changes, with operating expenses rising due to 467% higher professional services from legal fees, while a $26.3 million credit line supports new headquarters - The company is a clinical-stage biopharmaceutical firm focused on immunotherapies for age-related diseases by targeting chronic inflammation ('inflammaging'), with lead candidates HCW9218 (Phase 1/1b trials for solid tumors) and HCW9302 (preclinical, for autoimmune diseases)636566 - Recent developments include dosing the first patient in the expansion phase of the HCW9218 UMN study, securing a $26.3 million line of credit for its new headquarters, and being granted a U.S. patent for HCW9218's methods of use in treating various cancers67 Comparison of R&D Expenses (Three Months Ended June 30) | Category | 2022 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Manufacturing and materials | $304,329 | $100,387 | $(203,942) | (67)% | | Preclinical expenses | $599,520 | $323,695 | $(275,825) | (46)% | | Clinical trials | $83,939 | $197,936 | $113,997 | 136% | | Total R&D expenses | $1,969,882 | $1,616,666 | $(353,216) | (18)% | Comparison of G&A Expenses (Three Months Ended June 30) | Category | 2022 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Professional services | $287,199 | $1,628,214 | $1,341,015 | 467% | | Total G&A expenses | $1,707,995 | $3,014,260 | $1,306,265 | 76% | - The significant increase in professional services costs is primarily due to incurring $1.2 million in legal fees during Q2 2023 related to the Altor/NantCell legal matter94 - The company's liquidity as of June 30, 2023, consisted of $7.4 million in cash, a $5.3 million interest reserve deposit, and $10.0 million in short-term U.S. government-backed securities, with a new $26.3 million credit line secured in April 2023 to fund its new headquarters107109 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include interest rate sensitivity on cash and investments, alongside marketability risk from its illiquid Wugen common stock investment - As of June 30, 2023, the company held $7.4 million in cash and cash equivalents, a $5.3 million interest reserve deposit, and $10.0 million in short-term U.S. government-backed securities123 - Primary market risk exposures are interest rate sensitivity and the limited liquidity of its common stock investment in Wugen, which is not publicly traded123 Controls and Procedures Management concluded disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures were effective125 - No changes occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting126 PART II. OTHER INFORMATION Legal Proceedings The company is involved in an arbitration with Altor/NantCell regarding alleged trade secret misappropriation, with potential losses currently unestimable - Altor/NantCell initiated legal proceedings against the company and its CEO, Dr. Hing C. Wong, alleging claims including misappropriation of trade secrets and breach of contract128 - The lawsuit against the company was dismissed from federal court and the matter is now proceeding in arbitration before JAMS, consolidated with the action against the CEO128 - The company states it is not possible to reasonably estimate the potential loss or range of loss, and no accrual has been recorded128 Risk Factors No material changes to risk factors were reported from the company's 2022 Annual Report on Form 10-K - The company reports no material changes to the risk factors disclosed in its 2022 Form 10-K filed on March 28, 2023129 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered equity sales occurred, and the planned use of IPO proceeds remains materially unchanged - There were no unregistered sales of equity securities in the reported period130 - The planned use of proceeds from the company's IPO has not materially changed from what was described in the final prospectus132 Defaults Upon Senior Securities This section is not applicable - Not Applicable133 Mine Safety Disclosures This section is not applicable - Not Applicable134 Other Information No directors or officers adopted, amended, or terminated Rule 10b5-1 trading arrangements during the second quarter of 2023 - No directors or officers reported the adoption, amendment, or termination of a Rule 10b5-1 trading arrangement during the second quarter of 2023135 Exhibits This section lists exhibits filed with the Quarterly Report on Form 10-Q, including the Development Line of Credit Agreement and CEO/CFO certifications - The exhibits filed with this report include the Development Line of Credit Agreement with Prime Capital Ventures, CEO/CFO certifications under Sarbanes-Oxley Sections 302 and 906, and Inline XBRL data137