Harvard Apparatus Regenerative Technology, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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Sep 30, 2025 · Filed Nov 7, 2025
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Notes to Unaudited Condensed Consolidated Financial Statements
1. Organization
Overview
Harvard Apparatus Regenerative Technology, Inc. (“Harvard Apparatus Regenerative Technology” or the “Company”) is a biotechnology company focused on the development of regenerative medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects. The Company believes its technology is likely to be used to repair wounds or other damage or defects resulting from esophageal cancer, esophageal injuries, and birth defects in the esophagus. The Company believes additional product candidates in its development pipeline* may*repair wounds or other damage or defects resulting from intestinal cancer and uterus wounds. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets.
Consumer Health Products
In thesecond quarter of2023, the Company’s subsidiary in Hong Kong, Harvard Apparatus Regenerative Technology Limited, or Consumer Health Products, started focusing on sales of consumer health products.
Consumer Health Products includes a broad range of products focused on personal healthcare including dietary supplements. The Company currently sells dietary supplements through Consumer Health Products. These products are commercially marketed to the general public and initially targeted at consumers in Asia through eCommerce (online sales).
Going Concern
The Company has incurred substantial operating losses since its inception, and as of* September 30, 2025*, had an accumulated deficit of approximately $104.9 million and will require additional financing to fund future operations. The Company expects that its operating cash on-hand as of* September 30, 2025* of approximately $1.3 million will enable it to fund its operating expenses and capital expenditure requirements into thefourth quarter of2025. Therefore, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company will need to raise additional capital to fund its current operations. In the event the Company is unable to raise additional capital from outside sources during thefourth quarter of2025, it* may*be forced to curtail or cease its operations.
Cash requirements and cash resource needs will vary significantly depending upon the timing of the financial and other resource needs that will be required to complete ongoing development, pre-clinical and clinical testing of product candidates, as well as regulatory efforts and collaborative arrangements necessary for the Company’s product candidates that are currently under development. The Company is currently seeking and will continue to seek financing from other existing and/or new investors to raise necessary funds through a combination of public or private equity offerings. The Company* mayalso pursue debt financings, other financing mechanisms, research grants, or strategic collaborations and licensing arrangements. The Company may**not* be able to obtain additional financing on favorable terms, if at all.
The Company’s operations will be adversely affected if it is unable to raise or obtain needed funding and* maymaterially affect the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the condensed consolidated financial statements donot* include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that* may*result from the outcome of this uncertainty.
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2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncement**s**
Summary of Significant Accounting Policies
The accounting policies underlying the accompanying condensed consolidated financial statements are those set forth in Note2 to the condensed consolidated financial statements for the year ended* December 31, 2024* included in the Company’s Annual Report on Form10-K filed with the SEC on* March 31, 2025 (the “Form10*-K”).
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Harvard Apparatus Regenerative Technology and its subsidiaries; Harvard Apparatus Regenerative Technology Limited (Hong Kong), Harvard Apparatus Regenerative Technology (Hangzhou) Limited (China), and Harvard Apparatus Regenerative Technology GmbH (Germany). All intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation
The condensed consolidated financial statements reflect the Company’s financial position, results of operations and comprehensive loss and cash flows in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form10-K for the fiscal year ended* December 31, 2024*.
Use of Estimates
The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates include, but arenot limited to, share-based compensation, valuation of warrant liability, accrued expenses and the valuation allowance for deferred income taxes. Actual results could differ from those estimates.
Revenue
The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC606, Revenue from Contracts with Customers. The Company offers consumer products primarily through athird-party online store. Revenue is recognized at a point in time when control of the goods is transferred to the customer, which generally occurs upon the delivery to the customer. For any company direct sales to customers, revenue is recognized at a point in time upon shipment of product or hand-delivery to customer. In* October 2024,the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with Health Regen, Inc., of Pittsfield, MA (“Health Regen”). Pursuant to the Distribution Agreement, the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally. For any sales to distributors, revenue is recognized when control of the goods is transferred to the distributor, which is either upon shipment or upon the completion of production bythird* party manufacturers, depending on the contract terms. Revenue also excludes any amounts collected on behalf ofthird parties, including sales and indirect taxes.
The Company identifies a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which* mayvary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations willnot* affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on the Company’s financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation.
Cost of sales primarily consists of the purchase price of consumer products, taxes, inbound and outbound shipping costs. Shipping costs to receive products from our suppliers are recognized as cost of sales when incurred. E-commerce processing and related transaction costs, including those associated with seller transactions, are classified in sales and marketing on our condensed consolidated statements of operations and comprehensive loss.
Research and Development
Research and development costs are expensed as incurred.
Sales and Marketing
Sales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities. In* October 2024,the Company entered into the Distribution Agreement with Health Regen, pursuant to which the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally. The initial term of the Distribution Agreement is from November 1, 2024through December 31, 2030.*
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General and Administrative
General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses, such as depreciation and amortization expense and rent; and professional fees.
Segment Information
The Company manages its operations astwo separate operating segments for the purposes of assessing performance and making operating decisions. The Company hasone operating unit focused on the development and commercialization of therapies to treat cancers, injuries, and birth defects of the gastro-intestinal tract and the airways. The other operating unit is focused on personal healthcare through dietary supplements. The Company has determined that its chief executive officer is the chief operating decision maker (the “CODM”). The CODM reviews separate discrete financial information presented by operating segment. Resource allocation decisions are made by the CODM based on operating segment cash used in operations, revenues and net income (loss).
Cash Concentrations
The Company maintains its cash balances with a financial institution in federally insured accounts and* mayperiodically have cash balances in excess of insurance limits. The Company maintains its accounts with financial institutions with a high credit rating. The Company hasnot* experienced any losses to date and believes that it isnot exposed to any significant credit risk on cash.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity ofthree months or less at the date of purchase to be cash equivalents. The Company currently invests available cash in money market funds.
Accounts Receivable
Allowances for credit losses are provided for estimated amounts of accounts receivable which* may**not* be collected. At* September 30, 2025* and* December 31, 2024*, we determined thatno allowance for credit losses against accounts receivable was necessary. Advance payment is required under standard terms.
Inventory
Inventory, consisting of products available for sale, are primarily accounted for using thefirst-in,first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
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Long-term Prepaid Contracts
The Company has contracted with partners relating to its clinical trial activities. Upon execution of the contracts, the Company made initial deposits of $1.2 million in connection with a clinical trial contract and will be applied against final invoices which are more than a year away. The deposits will be recorded as expense when the clinical trial is substantially completed. Costs for the clinical trial activities throughout the Company’s clinical trial under these contracts are recognized as expense and payable based on costs incurred. As of* September 30, 2025*, the Company’s clinical trial partner applied approximately $0.6 million of these deposits against invoices reducing the long-term prepaid contracts balance to $0.6 million. In addition to the clinical trial deposits, the company has $0.1 million in other deposits paid to its landlord as a security deposit and to a university for future esophageal implant production. The deposits arenot expected to be expensed within the nexttwelve months and are therefore classified as long term.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:
| Leasehold improvements | Shorter of expected useful life or lease term (years) |
|---|---|
| Computer equipment and software | 3 |
| Furniture, machinery and equipment | 5 - 7 |
Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.
Deferred Revenue
Deferred revenue represents advance payments received from customers for goods or services to be delivered in future periods. These payments are initially recorded as liabilities and recognized as revenue when the related goods or services are provided. As of* September 30, 2025*, the Company had deferred revenue of $128,000, which primarily consists of advance payments for consumer health products. The Company expects to recognize this revenue within the next fiscal quarter, as the performance obligations are satisfied.
Management regularly reviews the deferred revenue balance to ensure that revenue is recognized in accordance with the Company's revenue recognition policy and applicable accounting standards.
Foreign Currency
Assets and liabilities of non-U.S. operations where the functional currency is other than the U.S. dollar are translated from the functional currency into U.S. dollars at year end exchange rates, and revenues and expenses are translated at average rates prevailing during the year. Resulting translation adjustments are accumulated as part of accumulated other comprehensive loss. Transaction gains or losses are recognized in income or loss in the period in which they occur.
Net Loss Per Share
Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the if-converted method. For purposes of the diluted net loss per share calculation, warrants to purchase the Company’s common stock, par value $0.01 per share ( the “Common Stock”) and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.
Concentration of Credit Risk
Financial investments that potentially subject the Company to credit risk consist of cash. The Company has all cash deposited at accredited financial institutions. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation up to*$250,000.* The Company doesnot believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
For thethree andnine months ended* September 30, 2025*, Health Regen accounted for approximately 95% and 96% of total product revenue, respectively. Health Regen was the only customer to account for more than10% of total accounts receivable as of both* September 30, 2025* and* December 31, 2024*. There wereno customers that accounted for more than10% in product revenue during thethree andnine months ended* September 30, 2024*.
Unaudited Interim Financial Information
The accompanying interim condensed consolidated balance sheet as of* September 30, 2025*, condensed consolidated interim statements of operations and comprehensive loss and condensed consolidated statements of stockholders’ equity for thethree andnine months ended* September 30, 2025and2024*, and cash flows for thenine months ended* September 30, 2025and2024* are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of* September 30, 2025*, its condensed consolidated results of operations and stockholders’ equity for thethree andnine months ended* September 30, 2025and2024*, and cash flows for thenine months ended* September 30, 2025and2024*. The financial data and other information disclosed in these notes related to thethree andnine months ended* September 30, 2025and2024* are unaudited. The results for thethree andnine months ended* September 30, 2025* arenot necessarily indicative of results to be expected for the year ending* December 31, 2025*, any other interim periods or any future year or period.
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Recent Accounting Pronouncements
Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that donot require adoption until a future date arenot expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.
In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*. The objective of ASU2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU2023-09 is effective for public companies starting in annual periods beginning after* December 15, 2024.The Company is currently evaluating the impact that ASU2023*-09 will have on its condensed consolidated financial statements.
In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses.* ASU2024-03 improves disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027.Early adoption is permitted, and entities may*apply the standard prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements and related disclosures.
In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets*. This update provides a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC606. The Company has elected to apply the practical expedient, which assumes that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. Given the immaterial nature of the Company’s accounts receivable and contract assets, the adoption of ASU2025-05 isnot expected to have a material impact on the Company’s condensed consolidated financial statements and related disclosures. The amendments are effective for fiscal years beginning after* December 15, 2025,with early adoption permitted. The Company intends to adopt the guidance in thefirst* quarter of fiscal year2026.
3. Accrued and Other Current Liabilities
Accrued and other current liabilities consist of the following:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (in thousands) | ||
| Advisory costs | $105 | $82 |
| Audit services | 106 | 69 |
| Payroll | 116 | 70 |
| Total accrued and other current liabilities | $327 | $221 |
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4. Capital Stock
Preferred Stock
The Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), none of which were outstanding at* September 30, 2025* and* December 31, 2024*. The Company’s Board of Directors (the “Board”) has the authority to issue Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights.
Common Stock
On* July 11, 2025,the Company entered into securities purchase agreements with certain investors each named therein (the “JulyInvestor,” and collectively the “JulyInvestors”) pursuant to which each of the July*Investors agreed to purchase in a private placement an aggregate of 1,250,000 shares of Common Stock for the aggregate gross proceeds of approximately $2.0 million at a purchase price per share of $1.60.
On* August 19, 2024,the Company entered into a securities purchase agreement with an investor (the “AugustInvestor”) pursuant to which the August*Investor agreed to purchase in a private placement an aggregate of 1,388,888 shares of Common Stock for the aggregate purchase price of approximately $5.0 million at a purchase price per share of $3.60.
The* AugustPurchase Agreement required the Company to increase the size of the Board byone* member, to appoint a designee selected by the* AugustInvestor to the Board, and to take certain actions to ensure that the designee remains on the Board. The Company also agreed to use its reasonable best efforts to obtain approval from its stockholders at the next annual meeting of stockholders to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate classification of directors and to amend the Charter and the Company’s Third Amended and Restated Bylaws to permit special stockholder meetings to be called by holders of at least 35% of the Company’s voting power. The Company held its annual shareholder meeting on June 20, 2025,during which shareholders approved the actions outlined in the August*Purchase Agreement.
On* April 15, 2024,the Company entered into securities purchase agreements with certain investors each named therein (each, an “AprilInvestor,” and collectively the “AprilInvestors”) pursuant to which each of the April*Investors agreed to purchase in a private placement an aggregate of 367,767 shares of Common Stock for the aggregate gross proceeds of approximately $1.5 million at a purchase price per share of $4.03.
Pursuant to the* AprilPurchase Agreements, if the Company closes an equity financing in a registered public offering of its securities on or beforesix* (6) months from the date of the* AprilPurchase Agreements, and the public offering price per share was less than the per share purchase price of the2024* Private Placement, then the Company shall promptly following such closing issue to each Investor additional shares of Common Stock in an amount equal to the difference between (i) the shares issued in the2024 Private Placement, and (ii) result of dividing (a) the subscription amount for each* AprilPurchase Agreement, by (b) the public offering per share. As of October 15, 2024,beingsix* months following the date of the* AprilPurchase Agreements, the Company hadnot* completed an equity financing through a registered public offering of its securities since* April 15, 2024and thus this additional issuance requirement isno* longer applicable.
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Warrants
The Company had 898,622 warrants to purchase Common Stock outstanding as of* September 30, 2025* and* December 31, 2024* with a weighted-average exercise price of $5.33.
5. Share-Based Compensation
Harvard Apparatus Regenerative Technology Amended and Restated Equity Incentive Plan
The Company maintains the Amended and Restated Equity Incentive Plan, or the Plan, for the benefit of certain officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of shares of Common Stock. The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and the vesting of restricted stock units. The vesting period for awards is generally four years and the contractual life isten years. Canceled and forfeited options and awards are available to be reissued under the Plan.
As of* September 30, 2025*, the Company’s Plan has 9,098,000 authorized shares to be issued under the Plan. There were 4,370,364 shares available for issuance as of* September 30, 2025*.
The following table summarizes information concerning options outstanding and exercisable:
| Weighted- · Weighted- · Aggregate | ||||
|---|---|---|---|---|
| average · average · intrinsic | ||||
| exercise · contractual · value | ||||
| Amount | price | life (years) | (in thousands) | |
| Outstanding at December 31, 2024 | 4,385,477 | $4.54 | 6.9 | $1,307 |
| Granted | 292,489 | 1.60 | ||
| Canceled / forfeited | (36,281) | 85.80 | ||
| Outstanding at September 30, 2025 | 4,641,685 | 3.72 | 6.5 | 281 |
| Options exercisable | 3,319,456 | 3.63 | 6.3 | 218 |
| Options vested and expected to vest | 4,618,336 | 3.71 | 6.5 | 281 |
The Company’s outstanding stock options include 993,835 performance-based awards that have vesting provisions subject to the achievement of certain business milestones. Total unrecognized compensation expense for the performance-based awards is approximately $3.4 million. The Company recognized approximately $7,800 and $44,000 in share-based compensation during thethree andnine months ended* September 30, 2025*, respectively, and $0.02 million and $0.10 million in share-based compensation during thethree andnine months ended* September 30, 2024*, respectively, as a result of certain milestone achievements for these awards have been deemed probable for accounting purposes.
Aggregate intrinsic value for outstanding options as of* September 30, 2025* was approximately $0.3 million and calculated as the difference between the Company’s closing stock price of $1.98 per share as of* September 30, 2025* and the weighted average exercise price of $3.72. As of* September 30, 2025*, unrecognized compensation cost related to unvested non-performance-based awards amounted to $1.2 million, which will be recognized over a weighted-average period of 0.8 years.
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The Company uses the Black-Scholes option pricing model to value its stock options. The weighted average assumptions for valuing options granted during thenine months ended* September 30, 2025and2024* were as follows:
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2025 | 2024 | |
| Risk-free interest rate | 3.85% | 4.06% |
| Expected volatility | 116.11% | 116.88% |
| Expected term (in years) | 5.2 | 5.4 |
| Expected dividend yield | —% | —% |
The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| (In thousands) · (In thousands) | ||||
| Research and development | $49 | $95 | $166 | $314 |
| General and administrative | 446 | 467 | 1,351 | 1,380 |
| Total | $495 | $562 | $1,517 | $1,694 |
6. Commitments and Contingencies
From time to time, the Company* maybe involved in various claims and legal proceedings arising in the ordinary course of business. There areno* such matters pending that the Company expects to be material in relation to its business, financial condition, results of operations, or cash flows.
On* August 12, 2024,the Company entered into an operating lease agreement for approximately 10,629 square feet of office, research and development and light manufacturing space located in Holliston, MA (the “HQ Lease”). The space will continue to serve as the Company’s corporate headquarters and manufacturing facility. The term of the HQ lease ends on August 31, 2027.*
The Company currently has a co-development initiative with Yale University. As of* September 30, 2025*, the Company had an outstanding final billing of approximately $130,000. The Company expects to settle the remaining balance by year-end. Yale University has substantially completed its study.
In* November 2024,the Company entered into an insurance premium financing and security agreement (the “Financing and Security Agreement”). Under the Financing and Security Agreement, the Company financed $315,008 of certain premiums at an 7.85% annual interest rate. As of September 30, 2025*, the outstanding balance on the Financing and Security Agreement was paid in full. The final payment was made in* August 2025.*
As of* September 30, 2025* and* December, 31, 2024,*the Company had an outstanding amount of approximately $7,000 and $133,000, respectively, owed to former employees of the Company, which is included in accounts payable.
On* July 1, 2025,the Company entered into a services agreement with Beijing Quarkmed Technology Co., Ltd. with a total contract value of approximately $206,000 related to regulatory and clinical support activities. Payments are due on contract signing,three months after signing, and upon a successful regulatory filing. As of September 30, 2025,the Company had prepaid approximately $72,000, included in prepaid research and development. The Company evaluates progress and recognizes expense as services are performed; amounts paid in advance are recorded as prepaid and expensed upon performance. If services arenot* performed, prepaid amounts are subject to the contract’s refund provisions.
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7. Leases
The Company leases laboratory and office space and certain equipment with a remaining term ofone year.
On* August 12, 2024,the Company entered into the HQ Lease, an operating lease agreement for laboratory and office space in Holliston, MA, with an initial three-year term from September 1, 2024through August 31, 2027.The Company accounts for the HQ Lease in accordance with ASC Topic842,* Leases. The Company recorded approximately $323,000 as a right-of-use asset and a corresponding operating lease liability on the Company’s condensed consolidated balance sheets upon the accounting commencement date on* September 1, 2024.*The lease liability was measured at the accounting commencement date utilizing a 13.3% discount rate.
The HQ Lease contains escalating payments during the lease term. Upon execution of the HQ Lease, the Company paid a security deposit, which will be held in escrow and credited at the termination of the lease. As of* September 30, 2025*, a security deposit of approximately $14,000 was included in long-term prepaid contracts on the Company’s condensed consolidated balance sheet related to the HQ Lease.
All of the Company’s leases qualify as operating leases. The following table summarizes the presentation of the Company’s operating leases in its condensed consolidated balance sheets:
| September 30, · December 31, | |||
|---|---|---|---|
| Balance Sheet Classification | 2025 | 2024 | |
| Assets: | |||
| Operating lease assets | Right-of-use assets, net | $221 | $293 |
| Liabilities: | |||
| Current portion of operating lease liability | Current portion of operating lease liability | 108 | 95 |
| Operating lease liability, net of current portion | Operating lease liability, net of current portion | 116 | 199 |
| Total operating lease liability | $224 | $294 | |
The Company recorded operating lease expense in the following categories in its condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| (in thousands) · (in thousands) | ||||
| Research and development | $11 | $17 | $33 | $47 |
| Sales and marketing | — | 10 | — | 20 |
| General and administrative | 22 | 13 | 66 | 38 |
| Total | $33 | $40 | $99 | $105 |
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Cash paid included in the computation of the operating lease assets and lease liability during thethree andnine months ended* September 30, 2025* amounted to approximately $32,000 and $96,000, respectively. Cash paid included in the computation of the operating lease assets and lease liability duringthree andnine months ended* September 30, 2024* amounted to approximately $40,000 and $105,000, respectively.
The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows:
| As of September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Remaining lease term (in years) | 1.92 | 2.90 |
| Discount rate | 13.29% | 13.24% |
The minimum lease payments for future years are as follows:
| As of | |
|---|---|
| September 30, | |
| (in thousands) | |
| 2025 | $33 |
| 2026 | 133 |
| 2027 | 90 |
| Total lease payments | 256 |
| Less: imputed interest | (32) |
| Present value of operating lease liability | $224 |
8. Net Loss Per Share
The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for thenine months ended* September 30, 2025and2024* because including them would have had an anti-dilutive effect:
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2025 | 2024 | |
| Options to purchase Common Stock | 4,641,685 | 4,346,253 |
| Warrants to purchase Common Stock | 898,622 | 898,622 |
| Total | 5,540,307 | 5,244,875 |
9. Income Taxes
The Company didnot record a federal or state income tax provision or benefit for thenine months ended* September 30, 2025and2024*, respectively, due to the expected loss before income taxes to be incurred for the years ended* December 31,*2025 and2024, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.
10. Segments
The Company’s CODM is its Chief Executive Officer. The Company’s CODM evaluates the operating results of the Company’s reportable segments based on cash used in operations, revenues and net income (loss).
The Company follows the accounting guidance of ASC280, Segment Reporting (“ASC280”). Reportable operating segments are determined based on the management approach. The management approach, as defined by ASC280, is based on the way that the CODM organizes the segments within an enterprise for making operating decisions and assessing performance. While the Company’s results of operations are primarily reviewed on a consolidated basis, the CODM manages the enterprise intwo reportable segments, each with different operating and potential revenue generating characteristics.
The Company hastwo operating and reportable segments: (i) Regenerative Biotech focused on the development of regenerative medicine treatments with operations currently in the United States and (ii) Consumer Health Products relating to consumer health products with operations currently in Asia. All of the Company’s revenue was generated in Asia for thethree andnine months ended* September 30, 2025and2024*. The following tables represent selected financial information for our segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Product revenue: | ||||
| Regenerative Biotech | $— | $— | $— | $— |
| Consumer Health Products | 123 | 59 | 485 | 172 |
| Total | $123 | $59 | $485 | $172 |
| Net loss: | ||||
| Regenerative Biotech | $(1,682) | $(1,682) | $(5,193) | $(5,937) |
| Consumer Health Products | (18) | (178) | 11 | (451) |
| Total | $(1,700) | $(1,860) | $(5,182) | $(6,388) |
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Cash and cash equivalents: | ||
| Regenerative Biotech | $1,186 | $2,405 |
| Consumer Health Products | 133 | 81 |
| Total | $1,319 | $2,486 |
| Total assets: | ||
| Regenerative Biotech | $2,275 | $3,978 |
| Consumer Health Products | 271 | 464 |
| Total | $2,546 | $4,442 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.