
PART I – FINANCIAL INFORMATION Financial Statements (Unaudited) Unaudited H1 2023 financial statements reveal a $13.9 million net loss, decreased assets, and a going concern risk due to limited cash Condensed Consolidated Balance Sheets As of June 30, 2023, total assets decreased to $47.1 million due to lower cash, while liabilities rose and equity declined Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $32,172 | $43,145 | | Total current assets | $35,380 | $45,596 | | Total assets | $47,115 | $57,422 | | Liabilities and Stockholders' Equity | | | | Accounts payable | $4,136 | $2,095 | | Total current liabilities | $6,554 | $4,819 | | Total liabilities | $6,847 | $5,231 | | Total stockholders' equity | $40,268 | $52,191 | | Total liabilities and stockholders' equity | $47,115 | $57,422 | Condensed Consolidated Statements of Operations and Comprehensive Loss The company reported a net loss of $6.0 million for Q2 2023 and $13.9 million for H1 2023, with no revenue and increased R&D expenses Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | 2023 | 2022 | 2023 | 2022 | | Revenues | $— | $— | $— | $— | | Research and development | $3,888 | $4,204 | $9,576 | $8,824 | | General and administrative | $2,492 | $3,196 | $5,129 | $5,617 | | Loss from operations | $(6,411) | $(7,434) | $(14,766) | $(14,507) | | Net loss | $(5,976) | $(6,777) | $(13,891) | $(13,644) | | Net loss per common share | $(0.20) | $(0.24) | $(0.48) | $(0.48) | Condensed Consolidated Statements of Cash Flows Net cash used in operations for H1 2023 was $11.1 million, leading to an $11.0 million decrease in cash, ending at $32.2 million Condensed Consolidated Statements of Cash Flows (in thousands) | | Six Months Ended June 30, | | :--- | :--- | | | 2023 | 2022 | | Net cash used in operating activities | $(11,143) | $(12,806) | | Net cash used in investing activities | $(15) | $(67) | | Net cash provided by (used in) financing activities | $190 | $(12) | | Net decrease in cash and cash equivalents | $(10,973) | $(12,904) | | Cash and cash equivalents, - beginning of period | $43,145 | $70,903 | | Cash and cash equivalents, - end of period | $32,172 | $57,999 | Condensed Consolidated Statements of Stockholders' Equity Total stockholders' equity decreased by $11.9 million to $40.3 million by June 30, 2023, primarily due to the $13.9 million net loss - Total stockholders' equity decreased by $11.9 million during the first six months of 2023, from $52.2 million to $40.3 million18 - The decrease was primarily due to a net loss of $7.9 million in Q1 and $6.0 million in Q2, totaling $13.9 million for the six months18 Notes to Condensed Consolidated Financial Statements Notes detail the company's clinical-stage status, $115.7 million accumulated deficit, a going concern warning, NASDAQ delisting notice, and an SEC inquiry - The company is a Phase 2 clinical-stage pharmaceutical company with three core technologies licensed from MD Anderson Cancer Center20 - A 'going concern' issue is raised, as the company's $32.2 million in cash as of June 30, 2023, is only sufficient to fund planned operations into the near term, not beyond28 - The company has an accumulated deficit of $115.7 million and has not generated any revenue28 - On May 5, 2023, the company received a NASDAQ delisting warning for its stock price closing below the $1.00 minimum for 30 consecutive business days21 - The company is responding to an SEC subpoena received in March 2022 regarding its drug candidate for COVID-19, incurring legal fees of $0.9 million in the first six months of 202329 - In March 2023, the company terminated its sublicense agreement with WPD Pharmaceuticals, paying $700,000 in cash and $800,000 in stock (822,115 shares) to reacquire intellectual property rights in certain territories55 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's clinical pipeline, Annamycin trial results, increased R&D expenses, and reiterates the going concern risk due to limited cash Our Business and Focus The company is a clinical-stage pharmaceutical firm focused on hard-to-treat cancers and viruses, leveraging Annamycin and WP1066/WP1122 portfolios - The company's three core technologies are Annamycin, the WP1066 Portfolio, and the WP1122 Portfolio6365 - Current internally funded development is focused on: - Annamycin for Soft Tissue Sarcoma (STS) lung metastases - Annamycin in combination with Cytarabine (AnnAraC) for Relapsed or Refractory Acute Myeloid Leukemia (R/R AML) - A new formulation for WP10666869 - The company is actively recruiting for three clinical trials in Phase 1b or Phase 2 and supports several externally funded trials72 Recent Business Developments Recent developments include positive clinical trial updates for Annamycin in AML and STS lung mets, and the termination of the WPD sublicense agreement - MB-106 (Annamycin for AML): The Phase 1b portion of the combination trial with Cytarabine resulted in a 33% CR/CRi rate (2 of 6 subjects)7882 - MB-107 (Annamycin for STS lung mets): In the Phase 2 trial, 67% of the 15 subjects treated at the 330 mg/m² dose have exhibited stable disease after two cycles86 - Across all dose levels, 73% of 26 evaluable subjects showed stable disease86 - WP1066: The company expects to finalize agreements with Northwestern University for an externally funded trial for glioblastomas in the second half of 2023 and is working on an IV formulation8889 - WPD License Termination: In March 2023, the company terminated its agreement with WPD, reacquiring rights to Annamycin, WP1122, and WP1066 portfolios in certain territories95 - The company also gained rights to a grant-supported trial in Poland valued at approximately $1.5 million95 Results of Operations For H1 2023, R&D expenses increased by $0.8 million to $9.6 million, while G&A expenses decreased by $0.5 million, with no revenue generated Comparison of Operating Expenses (in thousands) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | 2023 | 2022 | 2023 | 2022 | | Research and development | $3,888 | $4,204 | $9,576 | $8,824 | | General and administrative | $2,492 | $3,196 | $5,129 | $5,617 | - Six-Month Change: R&D expense increased by $0.8 million, mainly due to the WPD sublicense termination102 - G&A expense decreased by $0.5 million due to lower regulatory, legal, and consulting fees103 - Three-Month Change: R&D expense decreased by $0.3 million due to the timing of clinical trial costs98 - G&A expense decreased by $0.7 million, also from lower legal and consulting fees99 Liquidity and Capital Resources As of June 30, 2023, cash was $32.2 million, with $11.1 million used in operations, raising substantial doubt about the company's going concern status without further financing Sources and Uses of Cash (in thousands) | | Six Months Ended June 30, | | :--- | :--- | | | 2023 | 2022 | | Net cash used in operating activities | $(11,143) | $(12,806) | | Net decrease in cash and cash equivalents | $(10,973) | $(12,904) | - Cash and cash equivalents were $32.2 million as of June 30, 2023109 - Management believes existing cash is sufficient to fund planned operations into the third quarter of 2024109 - However, this condition raises substantial doubt about the company's ability to continue as a going concern109 Quantitative and Qualitative Disclosures About Market Risk This section is not applicable as the company qualifies as a smaller reporting company - Not applicable as the company is a smaller reporting company112 Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal control over financial reporting - The CEO and CFO have determined that disclosure controls and procedures were effective as of June 30, 2023113 - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls114 PART II – OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None116 Risk Factors There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes from the risk factors previously disclosed in the annual report on Form 10-K for the year ended December 31, 2022117 Unregistered Sales of Equity Securities and Use of Proceeds During H1 2023, the company issued warrants to purchase 150,000 common shares at $0.60 per share to two consulting entities - Issued warrants to purchase 150,000 shares of common stock at an exercise price of $0.60 per share to two consulting entities118 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None119 Mine Safety Disclosures This section is not applicable to the company - Not applicable120 Other Information During the reporting period, none of the company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or executive officer has adopted or terminated a Rule 10b5-1 trading arrangement during the period121 Exhibits This section lists the exhibits filed with the Form 10-Q, including the 2015 Stock Plan, CEO and CFO certifications pursuant to the Sarbanes-Oxley Act, and Inline XBRL data files - Exhibits filed include the 2015 Stock Plan, CEO/CFO certifications (302 and 906), and XBRL files122