ProMIS Neurosciences Inc.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 25, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001558370-25-004068
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-25.
0001104659-26-034554
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 71 current paragraphs.
41 unchanged; 11 reworded; 18 added; 6 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
In January 2026, we received gross proceeds of $75.5 million from the sale of Common Shares, Common Share warrants, and pre-funded warrants to purchase Common Shares to external investors and certain of our directors and management in a private placement. Fees and other expenses are currently not estimable, as they are still being determined. Refer to additional discussion in Note 14.
Current report
Based on our current operating plan, we expect that our existing cash, including the proceeds from January 2026, will be sufficient to fund our operating expenses and capital expenditure requirements through 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect, including based on our decision to initiate other clinical trials or programs.
Current report
ATM Agreements
Current report
In August 2025, we filed a new shelf registration statement with the SEC. In conjunction with the shelf registration, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC (2025 ATM Agreement) to offer
Current report
up to $18.0 million of our Common Shares. During the year ended December 31, 2025, we sold 40,795 Common Shares for net proceeds of $0.7 million, after deducting sales commissions.
Current report
Financing Transactions
Current report
July 2024 Private Placement
Current report
July 2025 Registered Direct Offering
Current report
On July 22, 2025, we entered into a securities purchase agreement to issue and sell pre-funded warrants to purchase 39,389 Common Shares (RD Offering). The RD Offering pre-funded warrant was sold at an offering price of $0.8124 per share, which represents, if it were applicable, the per share offering price for the Common Shares of the Company, less a $0.0001 per share exercise price for such pre-funded warrant. The gross proceeds from the RD Offering were $0.8 million before deducting offering expenses of $0.1 million.
Current report
July 2025 Discounted Exercise of Warrants and Private Placements
Current report
Additionally, in July 2025, across multiple transactions dated July 22 and 28, 2025, we accepted discounted exercise offers for 752,885 Common Share warrants, distributed ratably amongst the Tranche A, B, and C warrants from the July 2024 PIPE for aggregate gross proceeds of approximately $15.5 million (Discounted Exercise) and sold 1,129,327 new warrants in two private placements for aggregate gross proceeds of $5.3 million (July 22, 2025 PIPE and July 28, 2025 PIPE). The total aggregate gross proceeds across the RD Offering, discounted warrant exercises, and sales of new warrants was $21.6 million, before deducting fees and offering expenses of $1.4 million.
Current report
January 2026 Private Placement
Current report
On January 29, 2026, we completed a private placement for aggregate gross proceeds of $75.5 million to sellan aggregate of (i) 6,815,296 Common Shares, (ii) Common Share purchase warrants (Common Share Warrants) to purchase 6,915,296 Common Shares, (iii) Pre-Funded Warrants (Pre-Funded Warrants) to purchase 100,000 Common Shares (January 2026 PIPE). The Common Shares issuable upon exercise of the Common Share Warrants and Pre-Funded Warrants are referred to herein as the “2026 Warrant Shares”.
Current report
6,090,075 Common Shares were sold at a price of $10.77 per Common Share, 100,000 Pre-Funded Warrants were sold at a price of $10.77 less an exercise price $0.0001 per 2026 Warrant Share and 725,221 Common Shares were sold at a price of $12.13 per Common Share. The Common Share Warrants have an exercise price of $14.40, are exercisable immediately and will expire upon the earlier of (i) within 60 days of the Milestone Event (as defined below) or (ii) February 3, 2031. The Pre-Funded Warrants have an exercise price of $14.40 per 2026 Warrant Share, are immediately exercisable and will expire when exercised in full. For purposes of the foregoing, the “Milestone Event” means the public announcement via press release or the filing of a Current Report on Form 8-K of topline data from the cohorts treated with single ascending doses of PMN310. Fees and other expenses are currently not estimable by the Company, as they are still being determined.
Current report
Current Capital Position
Current report
We incurred an operating loss of $40.2 million in the year ended December 31, 2025, had an accumulated deficit of $130.4 million as of December 31, 2025, had negative cash flows from operations of $28.1 million for the year ended December 31, 2025 and finished the year ended December 31, 2025 with negative working capital of $1.2 million.
Current report
However, following the closing of the January 2026 Private Placement for gross proceeds of $75.5 million, and based on our current operating plan, we expect that our existing cash will be sufficient to enable us to fund our operating expenses and capital expenditure requirements through 2027. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect, including based on our decision to initiate other clinical trials or programs.
Current report
Cash provided by financing activities during the year ended December 31, 2025, was $20.9 million, which included $8.4 million from the July 22, 2025 Discounted Exercise (as detailed in our notes to the financial statements) and July 22, 2025 PIPE, $11.1 million from the July 28, 2025 Discounted Exercise (as detailed in our notes to the financial statements) and July 28, 2025 PIPE, $0.7 million from the sale of Common Shares under the 2025 At The Market Offering Agreement, and $0.7 million from the issuance of pre-funded warrants in the July 22, 2025 RD Offering.
Removed paragraphs (6)
Previous report
Overview
Previous report
We expect that our cash of $13.3 million as of December 31, 2024 will not be sufficient to fund the Company’s operating expenses for at least 12 months from the date these Financial Statements were issued. Refer to additional discussion related to going concern considerations in “Liquidity and Capital Resources.”
Previous report
In March 2021, we completed a $7.0 million private placement of convertible unsecured debentures (the Debentures). The Debentures were initially convertible into Common Shares at the option of the holder at a conversion price of $6.00 and accrued interest at 1% per annum, which was payable annually. The Debentures were amended and converted into
Previous report
70,000,000 Series 1 Convertible Preferred Shares in June 2022. The Series 1 Convertible Preferred Shares were non-voting and non-interest bearing and were convertible at a 60:1 ratio into Common Shares at the option of the holder. In December 2023, the Series 1 Convertible Preferred Shares were converted into 1,166,667 Series 2 Convertible Preferred Shares, which were convertible at a 1:1 ratio into Common Shares at the option of the holder, or upon raising a single round of equity financing in excess of $14 million.
Previous report
In May 2023, we entered into an agreement with a vendor which gave the option to defer payment on approximately $5.7 million of current accounts payable until March 31, 2024. The outstanding balance of invoices due to the vendor accrued interest at an annual rate of 5.5%, paid monthly. We repaid the outstanding balance of $5.9 million, including unpaid interest, in March 2024.
Previous report
In August 2023, we completed a private placement of 9,945,969 Common Shares and, in lieu of Common Shares, 954,725 pre-funded warrants, each attached to a Common Share warrant exercisable at a price of $1.75 for gross proceeds of $20.4 million before deducting issuance costs of $2.7 million. Proceeds from the private placement were used to advance the clinical development of PMN310, ProMIS’ lead therapeutic candidate, as well as for working capital and other general corporate expenses. 360,000 pre-funded warrants were exercised for an equivalent number of Common Shares in October 2023.
Reworded paragraphs (11)
Previous wording
We have incurred significant operating losses since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of our product candidates and any future product candidates. We had an operating loss of $16.8 million and $14.3 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $90.7 million. We expect to continue to incur losses for the foreseeable future and, if able to raise additional funding, would expect our research and development expenses, general and administrative expenses and capital expenditures to increase. In particular, if we are able to raise additional funding we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as continue and initiate new clinical trials, hire additional personnel, and pay fees to outside consultants, lawyers and accountants. In addition, if we obtain marketing approval for any product candidates, we may incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. We may also incur expenses in connection with the in-licensing or acquisition of additional product candidates.
Current wording
However, we expect to continue to incur losses for the foreseeable future and, if able to raise additional funding, would expect our research and development expenses, general and administrative expenses and capital expenditures to increase. In particular, if we are able to raise additional funding we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as continue and initiate new clinical trials, hire additional personnel, and pay fees to outside consultants, lawyers and accountants. In addition, if we obtain marketing approval for any product candidates, we may incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. We may also incur expenses in connection with the in-licensing or acquisition of additional product candidates.
Previous wording
Research and development expenses increased by $2.8 million, or 35%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase is primarily attributable to a $3.5 million increase in spending on our lead program, PMN310, as we completed our Phase 1a clinical trial of PMN310 and initiated the Phase 1b clinical trial of PMN310 during the year ended December 31, 2024. Employee salaries and benefits also increased by $0.1 million as we hired additional personnel in the second half of 2024 to support the Phase 1b study. Consulting expenses decreased by $0.8 million during the year ended December 31, 2024, following the conclusion of various consultants advising on the content and preparation of the IND and design of preclinical and clinical trials, much of which was completed during 2023 in preparation of the 2023 IND submission. Other operating costs decreased slightly by $0.1 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Current wording
Research and development expenses increased by $22.7 million, or 214%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase is primarily attributable to a $22.0 million increase in spending on our lead program, PMN310, as our Phase 1b clinical trial of PMN 310, which began in late 2024, continued to progress. Employee salaries and benefits also increased by $0.6 million as we hired additional personnel in 2025 to support the Phase 1b study. Consulting expenses increased by $0.1 million while other operating costs remained consistent during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Previous wording
General and administrative expenses decreased by $0.2 million, or 3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Employee salaries and benefits decreased by $0.4 million, primarily due to accrued employee termination costs of $0.5 million in 2023 paid out during the year ended December 31, 2024. The $0.4 million decrease in professional and consulting costs included a $0.8 million decrease in one-time fees related to expensing previously deferred financing costs after abandoning planned offerings during the year ended December 31, 2023, and a $0.4 million decrease in other consulting and business development costs, and a decrease of $0.2 million in investor relations and Board of Director fees. The decrease in professional and consulting costs was offset by an increase of $0.8 million in legal fees and an increase of $0.2 million in audit, tax, and recruiting fees. Share-based compensation costs increased by $0.6 million and patent fees increased by $0.1 million.
Current wording
General and administrative expenses increased by $0.6 million, or 10%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Employee salaries and benefits increased by $1.1 million, primarily due to the recognition of $0.5 million in severance costs in 2025 and the hiring of additional employees in 2025. The $0.7 million decrease in professional and consulting costs included a $0.3 million decrease in external investor and shareholder relations, a $0.2 million decrease in legal fees, and a $0.2 million decrease in insurance costs. Facility-related and other costs increased by $0.3 million due to higher business development, internal investor relations, and conference activity in 2025. Share-based compensation costs decreased by $0.1 million and patent fees stayed consistent.
Previous wording
Other income (expense) increased by $18.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily attributable to an increase in gain on change in fair value of financial instruments of $22.6 million related to the gain on the change in the July 2024 Private Placement warrant liability, an increase of $0.2 million in interest income due to higher average cash balances during the year ended December 31, 2024 and a decrease of $0.1 million in interest expense, offset by a $3.5 million one-time loss on the issuance of common shares, warrants, and pre-funded warrants issued in the July 2024 Private Placement.
Current wording
Other income (expense) decreased by $19.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily attributable to a decrease in gain on change in fair value of financial instruments of $22.6 million in 2025, which was driven in 2024 by the gain on the change in the July 2024 Private Placement warrant liability, a decrease of $0.2 million in interest income due to higher average cash balances and interest rates during the year ended December 31, 2024, and a decrease of $0.1 million in interest expense, offset by a $3.5 million one-time loss in 2024 on the issuance of common shares, warrants, and pre-funded warrants in issued in the July 2024 Private Placement.
Previous wording
On September 22, 2023, we filed a registration statement on Form S-3 (File No. 333-274658) with the SEC, which was declared effective on September 29, 2023 (Shelf Registration Statement), in relation to the registration of Common Shares, preferred shares, subscription receipts, debt securities, warrants and/or units of any combination thereof for the purposes of selling, from time to time, our Common Shares, debt securities or other equity securities in one or more offerings. On January 5, 2024, we entered into an At The Market Offering Agreement with BTIG, LLC to provide for the offering, issuance and sale of up to an aggregate amount of $25.0 million of our Common Shares from time to time in “at-the-market” offerings under the Shelf Registration Statement and subject to the limitations thereof, including limitations related to the amount we are able to sell pursuant to such ATM Program based on our public float as of a measuring date preceding the filing of our Annual Report. During the year ended December 31, 2024 we sold 75,862 shares for net proceeds of approximately $0.2 million.
Current wording
In September 22, 2023, we filed a registration statement on Form S-3 with the SEC, which was declared effective on September 29, 2023 (Shelf Registration Statement), in relation to the registration of Common Shares, preferred shares, subscription receipts, debt securities, warrants and/or units of any combination thereof for the purposes of selling, from time to time, our Common Shares, debt securities or other equity securities in one or more offerings. In January 2024, we entered into an At The Market Offering Agreement with BTIG, LLC (2024 ATM Agreement) to provide for the offering, issuance and sale of up to an aggregate amount of $25.0 million of our Common Shares from time to time in “at-the-market” offerings under the Shelf Registration Statement and subject to the limitations thereof, including limitations related to the amount we are able to sell pursuant to such ATM Program based on our public float as of a measuring date preceding the filing of our Annual Report. During the year ended December 31, 2024 we sold 3,034 shares for net proceeds of approximately $0.2 million, after deducting sales commissions. We did not sell any Common Shares in 2025 pursuant to the 2024 ATM Agreement and the 2024 ATM Agreement was terminated in July 2025.
Previous wording
In July 2024, we completed a private placement for aggregate gross proceeds of $30.3 million to sell an aggregate of (a) 9,757,669 common share units (the “Common Share Units”) sold at $2.15 per Common Share Unit, each consisting of one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C) and, for certain investors, (b) 4,371,027 pre-funded units (the “Pre-Funded Units” and together with the Common Share Units, the “Units”) sold at $2.14 per Pre-Funded Unit, each consisting of one Pre-Funded Warrant to purchase one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C), totaling 14,128,696 each of Tranche A, B and C Warrants.
Current wording
In July 2024, we completed a private placement for aggregate gross proceeds of $30.3 million to sell an aggregate of (a) 390,307 common share units (Common Share Units) sold at $2.15 per Common Share Unit, each consisting of one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C) and, for certain investors, (b) 174,841 pre-funded units (the Pre-Funded Units and together with the Common Share Units, the Units) sold at $2.14 per Pre-Funded Unit, each consisting of one pre-funded warrant to purchase one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C), totaling 565,148 each of Tranche A, B and C warrants (July 2024 PIPE). The Common Shares issuable upon exercise of the warrants and pre-funded warrants are referred to herein as the “2024 Warrant Shares.”
Previous wording
The Pre-Funded Warrants have an exercise price of $0.01 per Warrant Share, are immediately exercisable and will expire when exercised in full. The Tranche A Common Share purchase warrants have an exercise price of $2.02, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 18 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche B Common Share purchase warrants have an exercise price of $2.02, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 30 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche C Common Share purchase warrants have an exercise price of $2.50, are immediately exercisable and will expire on July 31, 2029. Pursuant to Nasdaq Listing Rule 5635(d), the exercise of the Tranche A and Tranche B Common Share purchase warrants is subject to shareholder approval (the “Shareholder Approval”). There is an additional $92.4 million available tied to the potential exercise of warrants. Proceeds from the private placement are expected to be used to advance the clinical development of PMN310, our lead therapeutic candidate, as well as for working capital and other general corporate expenses.
Current wording
The pre-funded warrants have an exercise price of $0.25 per 2024 Warrant Share, are immediately exercisable and will expire when exercised in full. The Tranche A Common Share purchase warrants have an exercise price of $50.50, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 18 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche B Common Share purchase warrants have an exercise price of $50.50, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 30 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche C Common Share purchase warrants have an exercise price of $62.50, are immediately exercisable and will expire on July 31, 2029. Pursuant to Nasdaq Listing Rule 5635(d), the exercise of the Tranche A and Tranche B Common Share purchase warrants is subject to shareholder approval (Shareholder Approval). We received Shareholder Approval for the Tranche A and Tranche B warrants on October 23, 2024 at a Special Meeting of Shareholders.
Previous wording
We incurred an operating loss of $16.8 million for the year ended December 31, 2024, and reported an accumulated deficit of $90.7 million. Management believes that these conditions raise substantial doubt as to the Company’s ability to continue as a going concern within 12 months of the date the Financial Statements are issued. Additional funding will be necessary to fund future clinical activities. We will seek additional funding through public and private financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although we have been successful in raising capital in the past, there is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that we will be able to enter into collaborations or other arrangements. If we are unable to obtain funding, it could force us to delay, reduce or eliminate research and development programs and product portfolio expansion or commercialization efforts. These potential delays, reductions and eliminations could adversely affect future business prospects, and the ability to continue operations.
Current wording
Additional funding will be necessary to fund future clinical activities. We will seek additional funding through public and private financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although we have been successful in raising capital in the past, there is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that we will be able to enter into collaborations or other arrangements. If we are unable to obtain funding, it could force us to delay, reduce or eliminate research and development programs and product portfolio expansion or commercialization efforts. These potential delays, reductions and eliminations could adversely affect future business prospects, and the ability to continue operations.
Previous wording
Cash used in operating activities was $10.8 million for the year ended December 31, 2023, which consisted of a net loss of $13.2 million and $0.6 million in non-cash charges, offset by a net change of $2.9 million in our net operating assets and liabilities. The additive non-cash activities primarily consisted of a gain on the change in fair value of financial instruments of $0.9 million, offset by non-cash charges for share-based compensation of $0.3 million. Changes in cash flows related to operating assets and liabilities primarily consisted of an increase of $3.1 million of accounts payable and accrued liabilities offset by a $0.2 million decrease in prepaid expenses and other current assets. The change in cash flows from operating assets and liabilities does not include $0.2 million in deferred financing costs incurred in December 2023 related to the at-the-market offering program effected in January 2024.
Current wording
Cash used in operating activities was $28.1 million for the year ended December 31, 2025, which consisted of a net loss of $39.7 million offset by $0.9 million in non-cash charges and a net change of $10.7 million in our net operating assets and liabilities. The additive non-cash activities primarily consisted of non-cash charges for share-based compensation of $0.9 million. Changes in cash flows related to operating assets and liabilities primarily consisted of a $7.4 million in accrued liabilities and a $2.6 million increase in prepaid expenses and other current assets, primarily related to the PMN310 Phase 1b clinical trial.
Previous wording
Cash provided by financing activities during the year ended December 31, 2024 was $27.9 million which included $27.7 million from the common shares, pre-funded warrants, and common share warrants sold in the July 2024 PIPE and $0.2 million of proceeds from the sale of common shares from the ATM offering.
Current wording
Cash provided by financing activities during the year ended December 31, 2024 was $27.9 million which included $27.7 million from the common shares, pre-funded warrants, and common share warrants sold in the July 2024 PIPE and $0.2 million of proceeds from the sale of common shares from the 2024 ATM offering.
Previous wording
The percentage of work completed is inherently subject to estimation uncertainty, and the Company uses third-party invoices, contract terms, and support provided directly from third parties, when available, to establish the percentage of completion at each measurement date. A hypothetical difference in estimated percentage of work completed compared to actual percentage of work completed of 10% for a $1.0 million contract at the measurement date could have a $0.1 million impact on accrued liabilities and research and development expenses. The Company had $0.2 million of accrued research and development costs and $5.1 million of prepaid upfront research payments which had not yet been recognized at December 31, 2024, which is from multiple contracts.
Current wording
The percentage of work completed is inherently subject to estimation uncertainty, and the Company uses third-party invoices, contract terms, and support provided directly from third parties, when available, to establish the percentage of completion at each measurement date. A hypothetical difference in estimated percentage of work completed compared to actual percentage of work completed of 10% for a $1.0 million contract at the measurement date could have a $0.1 million impact on accrued liabilities and research and development expenses. The Company had $7.4 million of accrued research and development costs and $2.6 million of prepaid upfront research payments, which had not yet been recognized at December 31, 2025, and which are from multiple contracts.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We have incurred significant operating losses since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of our product candidates and any future product candidates. We had an operating loss of $40.2 million and $16.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $130.4 million. We had negative cash flows from operations of $28.1 million for the year ended December 31, 2025. In July 2025, we received gross proceeds of $21.6 million from discounted warrant exercises, the sale of additional warrants in private placements, and the sale of pre-funded warrants to purchase Common Shares in a registered direct offering, less transaction costs of $1.4 million. Refer to additional discussion in Note 6.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The Company received Shareholder Approval for the Tranche A and Tranche B Warrants on October 23, 2024 at a Special Meeting of Shareholders.
Previous report — wording carried elsewhere
Cash provided by financing activities during the year ended December 31, 2023 was $17.7 million from the common shares, pre-funded warrants, and common share warrants sold in the August 2023 PIPE.