GENELUX Corp
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Notes to Condensed Financial Statements
(in thousands, except share amounts and per share data)
NOTE 1 –BASIS OF PRESENTATION
Organization and Operations
Genelux Corporation (“Genelux” or the “Company”), a Delaware corporation, incorporated on September 4, 2001, is a late clinical-stage biopharmaceutical company located in Westlake Village, California. The Company is focused on developing a pipeline of next-generation oncolytic viral immunotherapies for patients suffering from aggressive and/or difficult-to-treat solid tumor types.
Liquidity and Capital Resources
The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has experienced recurring losses from operations since inception and incurred a net loss of $22.9 million and used cash in operations of $19.1 million during the nine months ended September 30, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2024 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
As of September 30, 2025, the Company had $4.7 million in cash, cash equivalents and restricted cash ($1.0 million in restricted cash) and $16.2 million in short-term investments. The Company plans to fund its development activities as cash resources allow. The Company does not expect to become profitable until it can generate significant revenue from product sales, if ever. Unless and until such time, the Company expects to finance its operations through a combination of public or private equity offerings and debt financing, which may include sales of shares of Company common stock under the Sales Agreement entered into with Guggenheim Securities, LLC in February 2024, or other sources, such as potential collaboration agreements, strategic alliances and licensing arrangements. Based on its research and development plans, the Company expects that its existing cash, cash equivalents, restricted cash and investments will fund its planned operations into the third quarter of 2026. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could exhaust its available capital resources sooner than it expects. In addition, due to the inherent uncertainties in the design and outcomes of its ongoing and future clinical trials, the Company is unable to reasonably estimate the actual costs required to successfully complete the development and commercialization of Olvi-Vec or any other product candidates. The Company’s current cash resources may be insufficient to fund the completion of development for Olvi-Vec or any additional product candidates.
No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in case of equity financing, or require the Company to grant terms that are not favorable to the Company in future licensing agreements.
Basis of Presentation
The interim condensed financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Annual Report.
In the opinion of management, all material adjustments of a normal recurring nature have been made to present fairly to the Company’s financial position as of September 30, 2025. Operating results and cash flows for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no changes to the significant accounting policies disclosed in the Annual Report.
Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition as cash equivalents. As of September 30, 2025 and December 31, 2024, cash equivalents were comprised of money market funds that totaled $1.8 million and $7.6 million, respectively.
At September 30. 2025, there was $1.0 million restricted cash that is held as a refundable security deposit for an equipment lease (see Note 7). At December 31, 2024, there wasno restricted cash.
Investments
The Company’s short-term investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the Statements of Operations and Comprehensive Loss. There wereno realized gains or losses during the nine months ended September 30, 2025 and 2024. Bonds with maturity dates subsequent to September 30, 2026, are classified as long-term investments, while bonds with maturity dates on or before September 30, 2026, are classified as short-term investments.
Comprehensive Loss
Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the nine months ended September 30, 2025 and 2024, comprehensive loss included $56 and $110, of unrealized loss and gain on short-term investments, net of tax, respectively.
Recent Accounting Pronouncements
In November 2024, Financial Accounting Standards Board (“FASB”) issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.
In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. This ASU requires public companies with a single reportable segment to provide all disclosures required under ASC 280. In addition, this ASU requires public companies to include in interim reports all disclosures related to a reportable segment’s profit or loss and assets that are currently required in annual reports. While ASU implements further segment disclosure requirements, it does not change how an entity identifies its operating or reportable segments and it will have no impact on the Company’s condensed financial condition, results of operations or cash flows. This ASU is applicable to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, and subsequent interim periods. Early adoption is permitted, and the Company has elected to adopt the standard in its Annual Report.
NOTE 3 –LICENSE AGREEMENTS
In September 2021, the Company entered into a License Agreement (as amended, the “Newsoara License”) with Newsoara BioPharma Co. Ltd. (“Newsoara”) pursuant to which it granted Newsoara an exclusive license to research, develop, commercialize or exploit (i) any and all oncolytic viruses that are controlled by the Company, including Olvi-Vec but excluding V-VET1 (licensed viruses); (ii) any pharmaceutical product in final form that is comprised of or contains the licensed viruses as an active ingredient (licensed products); (iii) any virus developed by or behalf of Newsoara that (a) has a vaccinia virus backbone; (b) is not disclosed or covered by any of the Company’s patents; and (c) includes modifications (as compared to the licensed viruses) of a gene function with therapeutic intent (derived molecules); and (iv) any pharmaceutical product in final form that is comprised of or contains derived molecule as an active ingredient (derived products), in each case in mainland China, Taiwan, Hong Kong and Macau (the “Newsoara Territory”) in the field of human diagnostic, prophylactic and therapeutic uses (the “Newsoara Field”). The license granted to Newsoara is royalty bearing for licensed products and royalty free for derived products. Under the Newsoara License, Newsoara also granted the Company an exclusive and royalty bearing license to develop, commercialize and exploit outside the Newsoara Territory any derived products developed by Newsoara.
Under the terms of the Newsoara License and to date, we have received from Newsoara an aggregate of $11.0 million ($5.0 million as an upfront payment and $6.0 million as a milestone payment) associated with the Newsoara License. Newsoara is obligated to pay us additional development and commercial milestone payments up to $160.5 million in the aggregate upon the occurrence of certain development, regulatory and commercial milestones by the licensed products, and royalties on net sales of the licensed products in the mid-single-digit to mid-teens percentage range (the “Newsoara Royalty”). The Newsoara Royalty term, with respect to a licensed product and each region in the Newsoara Territory, is the period beginning on the date of first commercial sale of such licensed product in such region and ending on the last to occur of: (a) the expiration of the last to expire patent controlled by the Company (including any applicable patent term extension) in such region that contains either (i) an issued valid claim that covers the licensed product (including the licensed virus contained therein, and including the composition of matter and method of making and using thereof) or (ii) a pending valid claim that covers the sequence of the licensed virus contained therein; (b) the 10th anniversary of the first commercial sale of such licensed product in such region; and (c) the expiration of all regulatory exclusivity for such licensed product in such region. If the Company, at its discretion, elects to develop and commercialize outside the territory any derived product developed by Newsoara, the Company is required to make certain milestone and royalty payments to Newsoara.
Pursuant to the Newsoara License, Newsoara is required to use commercially reasonable efforts to research, develop, manufacture and commercialize the licensed products in the Newsoara Territory in the Newsoara Field and is solely responsible for all costs and expenses incurred in connection with such activities. In addition, Newsoara is required to use commercially reasonable efforts to conduct a multi-center Phase 2 clinical trial for Olvi-Vec in NSCLC using clinical sites in the United States and China, which is the VIRO-25 clinical trial. Newsoara is generally obligated under the Newsoara License to fund the costs of the VIRO-25 clinical trial in the United States and China. In November 2023, the Company and Newsoara agreed that the Company would engage a clinical research organization (“CRO”) to conduct certain start-up activities for the trial in the United States only, with Newsoara to reimburse the Company for the costs and expenses. Pursuant to a letter of understanding (the “LOU”), in September 2025, the Company agreed with Newsoara that the CRO would conduct additional study activities beyond startup for the VIRO-25 clinical trial in the United States and Newsoara would reimburse the Company for costs and expenses related to such additional activities; however, Newsoara is permitted to defer reimbursement of the foregoing costs and expenses until the earlier of: (i) completion of its next round of financing, or (ii) December 31, 2026.
In November 2022, the Company entered into a Clinical Supply Agreement with Newsoara to manufacture and supply Olvi-Vec for Newsoara’s clinical trials in the Newsoara Territory. The Company is responsible for supplying Olvi-Vec at its own costs of manufacturing.
NOTE 4 -FAIR VALUE MEASUREMENTS
The Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The Company’s valuation techniques and inputs used to measure fair value and the definitions of the three levels (Level 1, Level 2, and Level 3) of the fair value hierarchy are disclosed in Note 2 - Summary of Significant Accounting Policies of Part IV, “Item 15. Exhibits and Financial Statements Schedules” of its Annual Report.
The Company uses prices and inputs that are current as of the measurement date, including during periods of market disruption. In periods of market disruptions, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2, or from Level 2 to Level 3. The Company recognizes transfers between levels at either the actual date of the event or a change in circumstances that caused the transfer. As of September 30, 2025, and December 31, 2024, the Company did not have any financial assets based on Level 3 measurements.
The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company.
| Level 1 · Level 2 · Level 3 · Total | ||||||
|---|---|---|---|---|---|---|
| Cash equivalents: | ||||||
| Money market funds | $1,783 | $ | - | $ | - | $1,783 |
| Short-term investments: | ||||||
| US Government Agency bonds | - | 2,766 | - | 2,766 | ||
| US Treasury bonds | - | 13,457 | - | 13,457 | ||
| Total Cash equivalents and Short-term investments | $1,783 | $16,223 | $ | - | $18,006 | |
| Level 1 · Level 2 · Level 3 · Total | ||||||
|---|---|---|---|---|---|---|
| Cash equivalents: | ||||||
| Money market funds | $7,578 | $ | - | $ | - | $7,578 |
| Short-term investments: | ||||||
| US Government Agency bonds | - | 8,927 | - | 8,927 | ||
| US Treasury bonds | - | 13,403 | - | 13,403 | ||
| Total Cash equivalents and Short-term investments | $7,578 | $22,330 | $ | - | $29,908 | |
The underlying securities in the money market funds held by the Company are all government backed securities.
Cash equivalents consisted of money market funds at September 30, 2025 and December 31, 2024. Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy. U.S. Government Agency bonds and U.S. Treasury bonds are government backed securities representing a Level 2 measurement.
NOTE 5 –INVESTMENTS
The Company’s investments by type, consisted of the following:
| Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value | |||||
|---|---|---|---|---|---|
| US Government Agency bonds | $13,452 | $5 | $ | - | $13,457 |
| US Treasury bonds | 2,764 | 2 | - | 2,766 | |
| $16,216 | $7 | $ | - | $16,223 | |
| Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value | |||||
|---|---|---|---|---|---|
| US Government Agency bonds | $8,910 | $17 | $ | - | $8,927 |
| US Treasury bonds | 13,358 | 45 | - | 13,403 | |
| $22,268 | $62 | $ | - | $22,330 | |
As of September 30, 2025 and December 31, 2024, all available-for-sale securities consisted of investments that mature within one year.
No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the nine months ended September 30, 2025 and 2024.
NOTE 6 –BALANCE SHEET ACCOUNTS
Property and Equipment
The following table summarizes the Company’s major classes of property and equipment:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Furniture and office equipment | $148 | $148 |
| Laboratory equipment | 2,908 | 2,869 |
| Computer equipment | 127 | 127 |
| Leasehold improvements | 557 | 1,856 |
| Construction in progress | 1,922 | - |
| Property and equipment, gross | 5,662 | 5,000 |
| Less: accumulated depreciation and amortization | (3,868) | (3,684) |
| Property and equipment, net | $1,794 | $1,316 |
Depreciation expense for each of the three months ended September 30, 2025 and 2024 was $61 and $56, respectively. Depreciation expense for each of the nine months ended September 30, 2025 and 2024 was $184 and $178, respectively.
Construction in progress is related to developments of the Company’s manufacturing and laboratory facilities in San Diego, California.
Accrued Expense
As of September 30, 2025, and December 31, 2024, a total of $0.8 million and $1.0 million, respectively, was owed to the Company’s employees for current accrued payroll and payroll taxes, and other compensation related benefits.
NOTE 7 –LEASES
Westlake Village, California: The Company leases 4,050 square feet of office space located at 2625 Townsgate Road for its corporate headquarters. The lease expires on July 14, 2027. The lease contains an option to renew for two additional five-year terms and first right of refusal for certain additional space at the same premises. The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of September 30, 2025.
San Diego, California: The Company leases 6,755 square feet of office and research and development laboratory space located at 6365 Marindustry Drive. The lease expires on October 31, 2030. The lease contains an option to renew for one five-year term. The Company is not reasonably certain that it will exercise this option to renew and therefore it is not included in right-of-use assets and liabilities as of September 30, 2025.
The Company also leases 7,569 square feet of manufacturing space located at 6335 Marindustry Drive, in which the lease expires on October 31, 2030. The lease contained an option to renew for one additional five-year term.
Equipment lease - San Diego facility
On September 4, 2025, the Company entered into written agreements (“Equipment Agreements”), whereby the Company agreed to acquire certain equipment through a financing arrangement structured as a capital lease. Lease commencement will occur when the equipment is made available to the Company, which is the final onsite installation date and is expected to be approximately 12 months after the execution of the Equipment Agreements, or approximately September 2026. Upon commencement, the lease term will be 60 months (“Initial Term”), with future lease payments up to an approximately $6.2 million. The Company has the right to terminate the lease without cause at the end of the Initial Term or any term thereafter upon 90 days prior written notice without incurring penalties or interest.
As of September 30, 2025, no right-of-use asset or liability has been recognized in the financial statements, as the Company does not have possession of the equipment. The Equipment Agreements also include a refundable security deposit, equal to $1.0 million as of September 30, 2025, which is classified as restricted cash on the Company’s condensed balance sheet.
The components of lease assets and liabilities along with their classification on the Company’s condensed balance sheets were as follows:
| Lease Assets and Liabilities | Classification | September 30, 2025 | December 31, 2024 |
|---|---|---|---|
| Operating lease assets | Right-of-use assets | $1,518 | $1,760 |
| Current operating lease liabilities | Lease liabilities | 354 | 329 |
| Non-current operating lease liabilities | Lease liabilities, net of current portion | 1,270 | 1,539 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Lease Cost Classification | ||||
| Research and development | $29 | $30 | $80 | $96 |
| General and administrative expense | 12 | 13 | 37 | 40 |
The following table presents maturities of operating lease liabilities on an undiscounted basis as of September 30, 2025:
| Year | Amounts |
|---|---|
| 2025 (remainder) | $112 |
| 2026 | 454 |
| 2027 | 403 |
| 2028 | 330 |
| 2029 | 312 |
| 2030 | 135 |
| Total | $1,746 |
| Less imputed interest | $122 |
| Total Operating lease liabilities (include current portion) | $1,624 |
Other Leases
In November 2019, the Company entered into a short-term lease agreement for one of its office facilities, which was subsequently extended until December 2022 and is currently on a month-to-month basis. Rent expense was de minimis during the nine months ended September 30, 2025 and 2024, respectively.
NOTE 8 –COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From time to time, the Company may be subject to various claims and legal proceedings in the ordinary course of business. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount is reasonably estimable, the Company will accrue liability for the estimated loss. There were no contingent liabilities recorded as of September 30, 2025.
NOTE 9 –STOCKHOLDERS’ EQUITY
The following table summarizes the Company’s shares of preferred stock and common stock:
| Shares | ||||
|---|---|---|---|---|
| Par Value | Authorized | Issued | Outstanding | |
| Preferred Stock | 0.001 | 10,000,000 | - | - |
| Common Stock | 0.001 | 200,000,000 | 38,046,778 | 38,046,778 |
| Preferred Stock | 0.001 | 10,000,000 | - | - |
| Common Stock | 0.001 | 200,000,000 | 34,728,140 | 34,728,140 |
The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue up to 200,000,000 shares of its common stock. Holders of shares of common stock have full voting rights, one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the Company’s board of directors (the “Board”) out of funds legally available therefore and share pro rata in any distributions to shareholders upon liquidation. Shares of common stock do not include conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of September 30, 2025, and December 31, 2024, there were 38,046,778 and 34,728,140 shares of common stock issued and outstanding, respectively.
In March 2025, the Company completed an underwritten offering of 3,000,000 shares of its common stock at an offering price of $3.50 per share. The Company received net proceeds of $9.6 million from the offering, after deducting discounts and commissions and offering expenses payable by the Company.
The Company also agreed to issue the underwriter a warrant to purchase 120,000 shares of the Company’s common stock at an exercise price of $4.20 per share and which may be exercised until March 25, 2030, subject to certain terms and conditions.
NOTE 10 –STOCK BASED COMPENSATION
In August 2009, the Board approved the adoption of the 2009 Equity Incentive Plan (the “2009 Plan”). No shares are available for grant under the 2009 Plan.
In September 2018, the Board approved the adoption of the 2019 Equity Incentive Plan (the “2019 Plan”). No shares are available for grant under the 2019 Plan.
In June 2022, the Board approved the adoption of the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan provides for the grant of incentive stock options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of non-qualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of its affiliates. The 2022 Plan is a successor to the 2019 Plan. The aggregate number of shares of the Company’s common stock initially reserved for issuance under the 2022 Plan is 2,800,000 shares. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 and continuing through and including January 1, 2032, in an amount equal to 5% of the total number of shares of its common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. In January 2025, the number of shares available to be issued under the 2022 Plan automatically increased by 1,729,664 shares, as determined by the 2022 Plan. As of September 30, 2025, the total number of shares reserved for issuance was 2,276,375.
In September 2023, the Board approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. The Inducement Plan provides for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based cash and stock awards, and other stock-based awards. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2022 Plan.
In June 2025, the Board approved an amendment of the Inducement Plan to increase the maximum aggregate number of shares of Common Stock issuable by 1,000,000. As of September 30, 2025, the total number of shares reserved for issuance was 1,133,700.
The following table presents a summary of awards outstanding:
| 2009 Plan | 2019 Plan | 2022 Plan | Inducement Plan | Total | |
|---|---|---|---|---|---|
| Stock options | 1,555,037 | 1,637,562 | 2,663,481 | 954,300 | 6,810,380 |
| RSUs | - | - | 1,246,462 | - | 1,246,462 |
| Total awards outstanding | 1,555,037 | 1,637,562 | 3,909,943 | 954,300 | 8,056,842 |
The following table summarizes stock-based compensation expenses included in operating expenses:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| General and administrative | $1,650 | $1,119 | $3,560 | $3,676 |
| Research and development | 985 | 636 | 2,092 | 2,310 |
| Total stock-based compensation expenses | $2,635 | $1,755 | $5,652 | $5,986 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Stock Options | $2,346 | $1,528 | $5,074 | $4,635 |
| RSUs | 289 | 227 | 578 | 1,351 |
| Total stock-based compensation expenses | $2,635 | $1,755 | $5,652 | $5,986 |
Restricted Stock Units (“RSUs”)
In August 2025, under its 2022 Plan, the Board approved the granting to certain employees a total of 821,213 RSUs (the “Employee RSUs”). The Employee RSUs vest over four years and had an aggregate fair value of $2.9 million on the date of grant.
In addition, in August 2025, under its 2022 Plan, and pursuant to the Company’s Non-Employee Director Compensation Policy, the Board received automatic annual grants totaling 89,132 RSUs (the “Board RSUs”). The Board RSUs vest on the earlier of the first anniversary from the date of grant or the date of the next annual stockholders meeting. The Board RSUs expireten years from the date of grant and had an aggregate fair value of $0.3 million on the date of grant.
The following table summarizes the activity of the Company’s RSUs:
| Number of Restricted Shares | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Outstanding, December 31, 2024 | 621,364 | $3.06 |
| Granted | 960,472 | 3.55 |
| Vested | (287,762) | 4.99 |
| Forfeited | (46,362) | 2.29 |
| Outstanding, September 30, 2025 | 1,247,712 | $4.12 |
As of September 30, 2025, $1.0 million of unamortized stock compensation expense remains.
Stock Options Awards
Option exercise prices are set forth in the grant notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of(i) 100% of the fair market value of a share of stock on the grant date, or (ii) with respect to awards under the 2019 Plan or 2022 Plan, 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. Options to employees, directors and consultants generally vest and become exercisable over a period not exceeding four years. Options typically expire ten years after the date of grant.
The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.
In January 2025, under its Inducement Plan, the Board approved the granting of an option to its Chief Financial Officer to purchase 275,000 shares of common stock with an exercise price of $3.95 per share. The option vests over four years, expiresten years from the date of grant and had a fair value of $0.9 million on the date of grant.
In July 2025, under its Inducement Plan, the Board approved the granting of an option to its General Counsel to purchase 270,000 shares of common stock with an exercise price of $2.83 per share. The option vests over four years, expiresten years from the date of grant and had a fair value of $0.6 million on the date of grant.
In August 2025, under its 2022 Plan, the Board approved the granting of long-term incentive compensation totaling 1,069,825 options to certain employees of common stock with the exercise price of $3.64 per share. The options vest over four years and expireten years from the date of grant. All grants had an aggregate fair value of $3.3 million on the date of grant.
In August 2025, under its 2022 Plan, and pursuant to the Company’s Non-Employee Director Compensation Policy, the Board received automatic annual grants totaling 114,304 options of common stock with the exercise price of $3.64 per share. The options vest on the earlier of the first anniversary or the date of the next annual stockholders meeting and expireten years from the date of grant. These grants had an aggregate fair value of $0.3 million on the date of grant.
In September 2025, the Board approved a reduction in the exercise prices of certain stock options held by employees to purchase shares of the Company’s common stock under the Company’s 2022 Plan, 2019 Plan and 2009 Plan that had exercise prices greater than $5.00 per share. The exercise price for such options was reduced to $3.33 per share, which is the closing price of the common stock on September 1, 2025, the effective date of the reduction. The total cost of the repricing was $1.3 million, of which $0.7 million was recorded as of September 30, 2025. The remainder of the cost will be recorded over the future vesting periods of the options.
During the nine months ended September 30, 2024, under its 2022 Plan, the Board approved the granting of options to certain employees to purchase 233,376 shares of common stock with exercise prices of $1.96 and $7.44 per share. The options vest over four years, expireten years from the date of grant and had an aggregate fair value of $0.4 million on the date of grant.
In September 2022, the Board approved a stock option repricing whereby the exercise price of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $9.00 and $10.50 per share, was adjusted to $6.00 per share, the closing price of the Company’s initial public offering. The total cost of the repricing was $2.73 million, of which $2.72 million was recorded as of December 31, 2024, and the remaining was recorded during the nine months ended September 30, 2025.
The assumptions used for the options granted during the period are as follows:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Exercise prices | $2.83 - $3.64 | $1.96 - $7.44 |
| Expected dividend yield | - | - |
| Expected volatility | 100% | 100% |
| Risk-free interest rate | 3.7% | 4.2% |
| Expected term of options | 5.5 - 7.00 | 5.5 - 6.0 |
The table below summarizes the Company’s stock option activities for the nine months ended September 30, 2025:
| Number of Shares Subject to Outstanding Options | Weighted Average Exercise Price (Per share) | Weighted Average Remaining Contractual Terms (in Years) | Aggregate Intrinsic Value | |
|---|---|---|---|---|
| Outstanding at December 31, 2024 | 5,375,321 | $8.82 | 5.66 | 94 |
| Granted | 1,794,129 | 3.03 | ||
| Cancelled | (154,894) | 9.96 | ||
| Exercised | (5,000) | 2.75 | ||
| Expired | (199,176) | 6.08 | ||
| Outstanding at September 30, 2025 | 6,810,380 | $6.23 | 6.74 | 3,261 |
| Vested and exercisable, September 30, 2025 | 4,212,337 | $7.92 | 4.24 | - |
| Unvested, September 30, 2025 | 2,598,043 | |||
As of September 30, 2025, unvested stock option expense of $13.0 million remained and will be amortized over the remaining vesting period, through January 2029.
Stock Warrants
The table below summarizes the Company’s warrants activities for the nine months ended September 30, 2025:
| Number of Warrant Shares | Exercise Price Range Per Share | Weighted Average Exercise Price | |
|---|---|---|---|
| Outstanding, December 31, 2024 | 7,897,975 | $3.00 - $9.00 | $5.32 |
| Granted | 120,000 | 4.20 | 4.20 |
| Cancelled | - | - | - |
| Exercised | - | - | - |
| Expired | - | - | - |
| Outstanding, September 30, 2025 | 8,017,975 | $3.00 – 9.00 | $5.30 |
| Vested and exercisable, September 30, 2025 | 8,017,975 | $3.00 – 9.00 | $5.30 |
In March 2025, the Company agreed to issue the underwriter for its secondary public offering a warrant to purchase 120,000 shares of the Company’s common stock at an exercise price of $4.20 per share and which may be exercised until March 25, 2030, subject to certain terms and conditions.
There is $0.2 million intrinsic value for warrant shares outstanding at September 30, 2025.
Employee Stock Purchase Plan
The Company’s 2022 Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase Company shares on an after-tax basis in an amount between 1% and 15% of their earnings: (i) on May 16th of each year at a 15% discount of the fair market value of the Company’s common stock on November 17th of the previous year or May 16th of the then-current year, whichever is lower, and (ii) on November 15th of each year at a 15% discount of the fair market value of the Company’s common stock on May 17th or November 15th of the then-current year, whichever is lower. The ESPP includes an “evergreen” feature, which provides that an additional number of shares of common stock will automatically be added to the shares authorized for issuance under the ESPP on January 1st of each year, beginning on January 1, 2024 and ending on (and including) January 1, 2032. The number of shares added each calendar year will equal the lesser of 1% of the Company’s common stock outstanding on December 31st of the preceding calendar year or 2,100,000 or a lesser number as determined by the Board. During the nine months ended September 30, 2025,25,876 shares of common stock were purchased for an aggregate purchase price of $52 under the ESPP, and as of September 30, 2025,1,234,128 shares remain authorized and available for issuance.
NOTE 11–NET LOSS PER SHARE
Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.
The basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following:
| September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Stock options | 6,810,380 | 4,862,492 |
| Stock warrants | 8,017,975 | 7,897,975 |
| Restricted stock units | 1,247,712 | 212,774 |
| Total | 16,076,067 | 12,973,241 |
NOTE 12 –SEGMENT INFORMATION
The Company operates as asingle reportable segment as a clinical stage biopharmaceutical company. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer. Segment profit or loss is measured as the net loss reported in the Company’s condensed statements of operations and comprehensive loss.
The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance, allocates resources and conducts planning and forecasting using financial information as presented in the condensed statements of operations. In addition, the CODM reviews research and development expenses by program.
The table below details the Company’s revenues and expenses and reconciles those amounts to the Company’s net loss as computed under GAAP in the statements of operations and comprehensive loss:
| Three Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue · $ · - · $ · - | ||
| Less: | ||
| Research and development, excluding salaries | 2,852 | 2,515 |
| Salaries | 904 | 901 |
| Insurance | 214 | 260 |
| Stock-based compensation | 2,635 | 1,754 |
| Operating expenses | 1,102 | 563 |
| Other income | 243 | 474 |
| Net Loss | $(7,950) | $(6,467) |
| Nine Months Ended September 30, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Revenue | $ | - | $8 |
| Less: | |||
| Research and development, excluding salaries | 9,337 | 7,452 | |
| Salaries | 2,767 | 2,715 | |
| Insurance | 646 | 735 | |
| Stock-based compensation | 5,652 | 5,986 | |
| Operating expenses | 3,592 | 2,958 | |
| Other income | 904 | 1,055 | |
| Net Loss | $(22,898) | $(20,893) | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.