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Ernexa Therapeutics Inc.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 13, 2025

ERNA$1.88+2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001641172-25-009044

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001493152-25-011910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 64 previous paragraphs and 76 current paragraphs.

38 unchanged; 23 reworded; 15 added; 2 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 6 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 (15)

Current report

We are a preclinical-stage synthetic allogeneic iMSC therapy company. iMSCs are induced pluripotent stem cell (“iPSC”)-derived mesenchymal stem cells. We envision a future where cell therapies powered by synthetic iMSCs can offer new options for patients with limited treatment paths and our mission is to transform the treatment of cancer and autoimmune disease by developing scalable, affordable, off-the-shelf cell therapies that restore hope.

Current report

Amendments to Restated Articles of Incorporation, as Amended

Current report

Effective June 2, 2025, we filed a certificate of amendment to our Restated Certificate of Incorporation, as amended, (the “Amended COI”) with the Secretary of State of Delaware to increase the authorized shares of our common stock from 100 million to 150 million (the “Authorized Shares Amendment”).

Current report

Also effective June 2, 2025, we filed a certificate of amendment to our Amended COI with the Secretary of State of Delaware to allow for action required or permitted to be taken by our stockholders to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders (“the Written Consent Amendment”)

Current report

On June 10, 2025, we filed a certificate of amendment to our Amended COI with the Secretary of State of Delaware to effect a reverse stock split of our common stock at a ratio of 1-for-15 effective at 12:01 a.m. (the “Reverse Stock Split”). Upon the effectiveness of the Reverse Stock Split, every fifteen shares of the issued and outstanding common stock were automatically combined and reclassified into one issued and outstanding share of common stock. The Reverse Stock Split did not alter the par value of the common stock, and the number of authorized shares of common stock remains unchanged at 150 million. No fractional shares were issued in connection with the Reverse Stock Split, and no cash or other consideration was paid in connection with any fractional shares. Stockholders who otherwise would have held a fractional share after giving effect to the Reverse Stock Split instead owned one whole share of the post-reverse stock split common stock. We issued an aggregate of 153 shares for rounding up fractional shares to whole shares.

Current report

All share and per share data in this Quarterly Report have been adjusted for all periods presented to reflect the Reverse Stock Split.

Current report

The Authorized Shares Amendment, Written Consent Amendment, and Reverse Stock Split Amendment were approved by out stockholders at our 2025 Annual Meeting of Stockholders on June 2, 2025 (the “Annual Meeting”).

Current report

On June 11, 2025, we received a notice from Nasdaq Regulation (the “Staff”) that based on our Current Report on Form 8-K filed on June 9, 2025 disclosing the Second Closing, the Staff determined that we comply with Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million (the “Stockholders’ Equity Rule”). If we fail to evidence compliance with the Stockholders’ Equity Rule upon filing our next periodic report, which is this Quarterly Report for the period ended June 30, 2025, we would be subject to delisting. Our stockholders’ equity was $4.4 million at June 30, 2025.

Current report

As a result of the 1-for-15 reverse stock split we effected on June 12, 2025, we received a notice on July 1, 2025 from the Staff notifying us that we regained compliance with Listing Rule 5550(a)(2), which requires maintaining a minimum bid price of $1.00.

Current report

As of the filing of this Quarterly Report, we are in compliance with all Nasdaq continued listing standards.

Current report

Total research and development expenses were flat for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, and was comprised of decreases in the Factor Bioscience license fee arrangement and payroll-related fees due to severance expense incurred during the six months ended June 30, 2024 that was not incurred during the six months ended June 30, 2025. These decreases were offset primarily by increased professional fees from consultants and increased fees for preclinical study costs.

Current report

Our general and administrative expenses for the three months ended June 30, 2025 decreased by approximately $2.5 million primarily due to decreases in (i) rent expense due to a sublease we terminated in August 2024, (ii) professional fees related to legal services and consultants, and (iii) stock-based compensation due to equity awards becoming fully vested during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Removed paragraphs (2)

Previous report

We are a preclinical-stage synthetic allogeneic iMSC therapy company. Our vision is to improve the lives of patients with difficult-to-treat diseases through innovative, effective, and safe, but accessible cellular therapies, and our mission is to develop allogenic off-the-shelf cellular therapies, leveraging induced pluripotent stem cell (“iPSC”)-derived mesenchymal stem cells (“iMSCs”) to target solid tumors and autoimmune diseases.
Reworded paragraphs (23)

Previous wording

You should read this discussion together with the unaudited interim condensed consolidated financial statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q together with our audited consolidated financial statements, related notes, and other information contained in**our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025. The following discussion contains or is based on assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in this report and in Part I, Item 1A of the 2024 10-K and as described from time to time in our other filings with the SEC. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Current wording

You should read this discussion together with the unaudited interim condensed consolidated financial statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) together with our audited consolidated financial statements, related notes, and other information contained in**our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025. The following discussion contains or is based on assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in this report and in Part I, Item 1A of the 2024 10-K and as described from time to time in our other filings with the SEC. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Previous wording

Our lead product candidate ERNA-101 is allogenic IL-7 and IL-15-secreting iMSCs. ERNA-101 capitalizes on the intrinsic tumor-homing ability of MSCs to slip through the tumor’s defenses and to deliver potent pro-inflammatory factors directly to the tumor microenvironment (“TME”), limiting systemic exposure and potential toxicity while unleashing potent anti-cancer immune responses including enhancement of T-cell anti-tumor activity. Our initial focus is to develop ERNA-101 in platinum-resistant, ovarian cancer. We collaborated with the University of Texas MD Anderson Cancer Center to investigate the ability of ERNA-101 to induce and modulate antitumor immunity in an ovarian cancer model. We expect to complete the Investigational New Drug (“IND”) enabling studies and IND submission by 2026 and to subsequently enter a Phase I investigator sponsored clinical trial in the second half of 2026..

Current wording

Our lead product candidate ERNA-101 is allogenic IL-7 and IL-15-secreting iMSCs. ERNA-101 capitalizes on the intrinsic tumor-homing ability of MSCs to slip through the tumor’s defenses and to deliver potent pro-inflammatory factors directly to the tumor microenvironment (“TME”), limiting systemic exposure and potential toxicity while unleashing potent anti-cancer immune responses including enhancement of T-cell anti-tumor activity. Our initial focus is to develop ERNA-101 in platinum-resistant, ovarian cancer. We collaborated with the University of Texas MD Anderson Cancer Center to investigate the ability of ERNA-101 to induce and modulate antitumor immunity in an ovarian cancer model. In preclinical study, ERNA-101 exhibited reduction of tumor growth and statistically significant survival advantage in the ovarian cancer model as compared to the control group. We expect to complete the Investigational New Drug (“IND”) enabling studies and IND submission by 2026 and to subsequently enter a Phase I investigator sponsored clinical trial in the second half of 2026.

Previous wording

We are also investigating anti-inflammatory cytokine (e.g. IL-10)-secreting iMSCs in inflammatory/auto-immune disorders like Rheumatoid arthritis, which we refer to as ERNA-102. MSCs have an intrinsic ability to home to inflamed tissue and have been shown to dampen inflammation and drive/healing/regeneration through multiple secreted mediators and cell-cell interactions. We are investigating the ability of ERNA-102 to turbocharge these anti-inflammatory and regenerative effects.

Current wording

We are also investigating anti-inflammatory cytokine (e.g. IL-10)-secreting iMSCs in inflammatory/auto-immune disorders like rheumatoid arthritis, which we refer to as ERNA-201. MSCs have an intrinsic ability to home to inflamed tissue and have been shown to dampen inflammation and drive/healing/regeneration through multiple secreted mediators and cell-cell interactions. We are investigating the ability of ERNA-201 to turbocharge these anti-inflammatory and regenerative effects.

Previous wording

On March 31, 2025, we entered into a securities purchase agreement (the “SPA”) with certain accredited investors and a related registration rights agreement. Pursuant to the SPA, we agreed to issue and sell to the investors, and the investors agreed to purchase, in a private placement, an aggregate of approximately 58.3 million shares of common stock at a purchase price of $0.1046 per share, and pre-funded warrants to purchase up to approximately 11.0 million shares of common stock, at a purchase price of $0.0996 per pre-funded warrant. The pre-funded warrants will be exercisable until exercised in full at a nominal exercise of $0.005 per share and may not be exercised to the extent such exercise would cause the holder to beneficially own more than 4.99% or 9.99%, as applicable, of our outstanding common stock.

Current wording

On March 31, 2025, we entered into a securities purchase agreement (the “SPA”) with certain accredited investors and a related registration rights agreement. Pursuant to the SPA, we agreed to issue and sell to the investors, and the investors agreed to purchase, in a private placement, an aggregate of approximately 4,621,000 shares of common stock at a purchase price of $1.569 per share (or pre-funded warrants in lieu of common stock at a purchase price of $1.494 per pre-funded warrant). The pre-funded warrants will be exercisable until exercised in full at a nominal exercise of $0.075 per share and may not be exercised to the extent such exercise would cause the holder to beneficially own more than 4.99% or 9.99%, as applicable, of our outstanding common stock.

Previous wording

Upon the initial closing of the SPA on April 2, 2025 (the “First Closing”), we sold to the investors an aggregate of approximately 9.9 million shares of common stock and 0.5 million pre-funded warrants (such shares, including the shares underlying the pre-funded warrants equal to 19.99% of our outstanding shares as of March 31, 2025). The second closing under the SPA for the sale of approximately 48.3 million shares of common stock and 10.5 million pre-funded warrants (the “Second Closing”) will occur upon shareholder approval at our 2025 annual meeting of stockholders on June 2, 2025 (the “Annual Meeting”).

Current wording

Upon the initial closing of the SPA on April 2, 2025 (the “First Closing”), we sold to the investors an aggregate of approximately 662,000 shares of common stock and 34,000 pre-funded warrants (such shares, including the shares underlying the pre-funded warrants equal to 19.99% of our outstanding shares as of March 31, 2025). Following shareholder approval at the Annual Meeting, on June 9, 2025, we sold to the investors an aggregate of approximately 3,182,000 shares of common stock and 622,000 pre-funded warrants, and on June 27, 2025, we sold the remaining approximately 121,000 shares of common stock (the June 9, 2025 and June 27, 2025 issuances collectively referred to as the “Second Closing”). The Company raised approximately $7.2 million in gross proceeds under the SPA.

Previous wording

Revenue is related to an exclusive option and license agreement we had with a customer, under which we granted the customer an option to obtain an exclusive sublicense to certain of our technology for preclinical, clinical and commercial purposes in exchange for a non-refundable up-front payment to us of $0.3 million. We also began developing certain induced pluripotent stem cell lines in exchange for a cell line customization fee. The customer paid us $0.4 million towards the customization fee, which we were recognizing ratably over the customization period, including less than $0.1 million for the three months ended March 31, 2024.

Current wording

Revenue is related to an exclusive option and license agreement we had with a customer, under which we granted the customer an option to obtain an exclusive sublicense to certain of our technology for preclinical, clinical and commercial purposes in exchange for a non-refundable up-front payment to us of $0.3 million. We also began developing certain induced pluripotent stem cell lines in exchange for a cell line customization fee. The customer paid us $0.4 million towards the customization fee, which we were recognizing ratably over the customization period, including less than $0.1 million for the three months ended June 30, 2024 and $0.1 million for the six months ended June 30, 2024.

Previous wording

On September 24, 2024, we entered into an agreement with Factor Bioscience Limited (“Factor Limited” and together with Factor Bioscience Inc. and its other affiliates, “Factor Bioscience”) whereby we assigned the customer contract to Factor Bioscience (the “Assignment Agreement”). The Assignment Agreement with Factor Bioscience assigned all our rights and obligations under the customer contract to Factor Bioscience. Payments to us related to the customer contract will now be subject to the Assignment Agreement, which provides for Factor Bioscience paying us thirty percent (30%) of all amounts it receives from the customer in the event that the customer obtains a sublicense from Factor Bioscience. Upon receipt of future payments for the customization activities set forth in the customer contract, Factor Bioscience will pay us twenty percent (20%) of all amounts Factor Bioscience receives from the customer. Because we have no further obligations under the agreement with the customer, there is no revenue recognized for the three months ended March 31, 2025. For additional information, see Note 3 to the accompanying condensed consolidated financial statements. We have no other revenue generating contracts at this time.

Current wording

On September 24, 2024, we entered into an agreement with Factor Bioscience Limited (“Factor Limited” and together with Factor Bioscience Inc. and its other affiliates, “Factor Bioscience”) whereby we assigned the customer contract to Factor Bioscience (the “Assignment Agreement”). The Assignment Agreement with Factor Bioscience assigned all our rights and obligations under the customer contract to Factor Bioscience. Payments to us related to the customer contract will now be subject to the Assignment Agreement, which provides for Factor Bioscience paying us thirty percent (30%) of all amounts it receives from the customer in the event that the customer obtains a sublicense from Factor Bioscience. Upon receipt of future payments for the customization activities set forth in the customer contract, Factor Bioscience will pay us twenty percent (20%) of all amounts Factor Bioscience receives from the customer. Because we have no further obligations under the agreement with the customer, there is no revenue recognized for the three and six months ended June 30, 2025. For additional information, see Note 3 to the accompanying condensed consolidated financial statements. We have no other revenue generating contracts at this time.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Previous wording

For the three months ended March 31, 2024, we recognized ratably over the customization period amounts related to a development fee we received from a customer for a customized cell line. For additional information on this customer contract, see Note 3 to the accompanying condensed consolidated financial statements. We did not have any revenue generating contracts during the three months ended March 31, 2025.

Current wording

For the three and six months ended June 30, 2024, we recognized ratably over the customization period amounts related to a development fee we received from a customer for a customized cell line. For additional information on this customer contract, see Note 3 to the accompanying condensed consolidated financial statements. We did not have any revenue generating contracts during the three and six months ended June 30, 2025.

Previous wording

For the three months ended March 31, 2024, we recognized less than $0.1 million of fees to Factor Bioscience, which was recorded as a cost of revenue. There was no such cost recognized for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2024, we recognized direct salaries and supplies related to the customized cell line. During the six months ended June 30, 2024, we recognized direct salaries, supplies, and less than $0.1 million of fees to Factor Bioscience under a previous license agreement. There was no such cost recognized for the three and six months ended June 30, 2025.

Previous wording

Total research and development expenses decreased by approximately $0.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to payroll-related expense due to decreased headcount and a reduction in the Factor Bioscience MSA/license fee arrangement. These decreases were offset by increased costs related to our ERNA 101 and 102 study fees as well as increased professional fees for consultants.

Current wording

Total research and development expenses increased by approximately $0.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to increased use of consulting services and headcount, offset by a reduction in the Factor Bioscience license fee arrangement.

Previous wording

Our general and administrative expenses decreased by approximately $2.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to reduced rent expense due to a sublease we terminated in August 2024, decreases in professional fees related to legal services and consultants, and a reduction in payroll related expenses. These decreases were offset by increases in stock-based compensation as a result of an increase to stock options granted and vesting during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. We will continue to focus on finding operational efficiencies that result in cost savings.

Current wording

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, our general and administrative expenses decreased $5.4 million primarily due to the termination of the sublease, reduction in our legal services and consultants, and a reduction in payroll related expenses. These decreases were offset by increases in stock-based compensation as a result of an increase to stock options granted and vesting during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. We will continue to focus on finding operational efficiencies that result in cost savings.

Previous wording

For the three months ended March 31, 2025, we recognized a loss of $5.3 million related to the forward sales contract we entered into on March 31, 2025 because the fair value of the shares expected to be issued under the SPA exceeds the proceeds. See Note 12,Equity Transaction - Private Placement, to the accompanying condensed consolidated statement of operations for more information on this SPA. There was no similar transaction for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, we recognized a loss of $0.5 million related to the change in fair value of our forward sales contract, which was remeasured immediately prior to the respective settlement of shares issued under the SPA entered into on March 31, 2025. For the six months ended June 30, 2025, we recognized $5.8 million related to the forward sales contract, $5.3 million of which was initially recognized at the contract inception date because the fair value of the shares that were expected to be issued under the SPA exceeded the proceeds, and the remaining $0.5 million loss was related to the change in fair value that was remeasured immediately prior to the respective settlement of the shares issued under the SPA. See Note 12,Equity Transaction - Private Placement, to the accompanying condensed consolidated statement of operations for more information on this SPA. There was no similar transaction for the three and six months ended June 30, 2024.

Previous wording

We recognized less than $0.1 million in expense for the three months ended March 31, 2024 for the change in the fair value of warrant liabilities as a result of an increase in the market price of our common stock as of March 31, 2024. The change in the fair value of the warrant liabilities for the three months ended March 31, 2025 wasde minimis.

Current wording

We recognized approximately $0.1 million in income for each of the three and six months ended June 30, 2024 for the change in the fair value of warrant liabilities as a result of a decrease in the market price of our common stock as of June 30, 2024. The change in the fair value of the warrant liabilities for the three and six months ended June 30, 2025 wasde minimis.

Previous wording

For the three months ended March 31, 2025, we recognized $0.9 million less in interest expense due to a reduction in interest-bearing debt, and we also recognized less than a $0.1 million decrease in interest income due to having reduced cash balances when compared to the three months ended March 31, 2024.

Current wording

For the three and six months ended June 30, 2025, we recognized $0.9 million and $1.7 million less in interest expense, respectively, due to a reduction in interest-bearing debt, and we also recognized approximately $0.1 million less in interest income for each of the three and six months ended June 30, 2025 due to having reduced cash balances when compared to the three and six months ended June 30, 2024.

Previous wording

During the three months ended March 31, 2025, we recognized $0.1 million of expenses related to the SPA transaction entered into on March 31, 2025. See Note 5,Private Placement, to the accompanying condensed consolidated statement of operations for more information on this SPA.

Current wording

During the three and six months ended June 30, 2025, we recognized $0.1 million and $0.3 million of expenses related to the SPA transaction entered into on March 31, 2025, respectively. See Note 12,Private Placement, to the accompanying condensed consolidated statement of operations for more information on this SPA. There was no comparable expense for the three and six months ended June 30, 2024.

Previous wording

As of March 31, 2025, we had cash of approximately $1.9 million, and we had an accumulated deficit of approximately $239.7 million. We have to date incurred operating losses, and we expect these losses to continue in the future. For three months ended March 31, 2025, we incurred a net loss of $8.2 million, which includes a $5.3 million non-cash expense upon entering into a forward sales contract, and we used $2.1 million of cash in operating activities.

Current wording

As of June 30, 2025, we had cash of approximately $4.3 million, and we had an accumulated deficit of approximately $242.9 million. We have to date incurred operating losses, and we expect these losses to continue in the future. For the three and six months ended June 30, 2025, we incurred a net loss of $3.1 million and $11.3 million, respectively, which includes a $0.5 million and $5.8 million non-cash expense related to the forward sales contract, respectively. For the six months ended June 30, 2025, we used $4.6 million of cash in operating activities.

Previous wording

On March 11, 2025 and March 20, 2025, we received $1.5 million and $0.8 million, respectively, in exchange for the issuance of two promissory notes with an aggregate principal amount of $2.3 million to an investor. The promissory notes mature on the earlier of (i) June 15, 2025 or (ii) upon us receiving greater than $5 million in aggregate proceeds from a subsequent capital raise. Interest accrues at a rate of 5.0% per annum, payable at maturity.

Current wording

On March 11, 2025 and March 20, 2025, we received $1.5 million and $0.8 million, respectively, for the issuance of two promissory notes with an aggregate principal amount of $2.3 million to an investor. The promissory notes had a maturity date of the earlier of (i) June 15, 2025 or (ii) upon us receiving greater than $5 million in aggregate proceeds from a subsequent capital raise. Interest accrued at a rate of 5.0% per annum, payable at maturity. During the three months ended June 30, 2025, the Company repaid the notes in full for $2.3 million, including accrued interest. See Note 8 to the accompanying condensed consolidated statement of operations for more information on the promissory notes.

Previous wording

On April 2, 2025, we received $1.1 million in gross proceeds from the First Closing pursuant to the private placement of common stock and prefunded warrants under the SPA we entered into on March 31, 2025. We will receive $6.2 million in gross proceeds from the Second Closing, subject to receipt of stockholder approval at the Annual Meeting and other customary closing conditions. We plan to use the proceeds from this financing for general working capital purposes and to pay off the notes payable discussed above, including any accrued and unpaid interest. See Note 12,Equity Transactions - Private Placement, to the accompanying condensed consolidated statement of operations for additional information regarding this financing.

Current wording

During the three months ended June 30, 2025, the Company raised $7.2 million in gross proceeds from the sale of shares of the Company’s common stock and prefunded warrants. We are using the proceeds from this financing for general working capital purposes and used a portion to repay the notes, as discussed above, . See Note 12,Equity Transactions - Private Placement, to the accompanying condensed consolidated statement of operations for additional information regarding this financing.

Previous wording

There was a decrease of approximately $1.7 million in cash used in operating activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This change was due a $2.4 million decrease in net loss, after giving effect to adjustments made for non-cash transactions, primarily due to a decrease in occupancy expense and professional fees, offset by an increase of $0.7 million in cash used in operating assets and liabilities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

There was a decrease of approximately $1.4 million in cash used in operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This change was due a $4.3 million decrease in net loss, after giving effect to adjustments made for non-cash transactions, primarily due to a decrease in occupancy expense and professional fees, offset by an increase of $2.9 million in cash used in operating assets and liabilities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily related to accounts payable, accrued expenses and operating lease liabilities.

Previous wording

We used approximately $0.1 million to pay for the purchases of property and equipment during the three months ended March 31, 2024. There were no investing activities during the three months ended March 31, 2025.

Current wording

We used approximately $0.3 million to pay for the purchases of property and equipment during the six months ended June 30, 2024. There were no investing activities during the six months ended June 30, 2025.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 includes $2.3 million of gross proceeds received from the issuance of two promissory notes as well as an immaterial amount received from the exercise of prefunded warrants. Net cash provided by financing activities for the three months ended March 31, 2024 includes $1.4 million of gross proceeds received from the issuance of convertible notes in January 2024 and the fees related to such issuance.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 includes $2.3 million of gross proceeds received from the issuance of two promissory notes and $4.9 million of proceeds received from the First Closing and Second Closing under the SPA, net of offsetting $2.3 million of a receivable related to the Second Closing due from a related party with the outstanding notes payable, including accrued interest, due to the same related party. Net cash provided by financing activities for the six months ended June 30, 2024 includes $1.4 million of gross proceeds received from the issuance of convertible notes in January 2024 and the fees related to such issuance.

Previous wording

There were no significant changes in our critical accounting estimates during the three months ended March 31, 2025 from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2024 10-K.

Current wording

There were no significant changes in our critical accounting estimates during the three and six months ended June 30, 2025 from those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the 2024 10-K.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.