Matinas BioPharma Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout 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, 2026 · Filed Aug 13, 2026
MTNB$1.19+2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001493152-26-022010
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037748
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 72 current paragraphs.
34 unchanged; 17 reworded; 20 added; 11 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 4 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 (20)
Current report
Business Combination
Current report
On July 10, 2026, we, GH Power Inc., a corporation organized under the laws of Ontario (“GH Power”), 1001550000 Ontario Inc., a corporation organized under the laws of Ontario (“Pubco”), 1001550002 Ontario Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of Pubco (“GH Power Merger Sub”) and MBH Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Matinas Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which, subject to the terms and conditions contained in the Business Combination Agreement, (i) GH Power Merger Sub and GH Power will amalgamate to form one corporate entity and wholly owned subsidiary of Pubco by way of a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Amalgamation”) and (ii) immediately following the effectiveness of the Amalgamation, Matinas Merger Sub will merge with and into us (the “Company Merger” and together with the Amalgamation, the “Business Combination”), with us surviving the Company Merger as a direct wholly owned subsidiary of Pubco.
Current report
Stock Purchase Agreement
Current report
On July 10, 2026, we and Azurity Pharmaceuticals, Inc., a Delaware corporation (“Azurity”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Azurity will purchase and acquire from us all of the issued and outstanding equity interests (the “Stock Sale”) of Matinas BioPharma Nanotechnologies, Inc. (f/k/a Aquarius Biotechnologies Inc.), a Delaware corporation and our wholly owned subsidiary (“Nanotechnologies”). As consideration for the Stock Sale, Azurity agreed to pay us cash consideration of up to $21,500, with $4,000 due to us at the closing of the Stock Sale, subject to downward adjustment by the amount of Indebtedness (as defined in the Stock Purchase Agreement), and up to an additional $17,500 due upon the achievement of certain milestone events set forth in the Stock Purchase Agreement. We will also be eligible to receive a mid-single-digit royalty on Net Sales (as defined in the Stock Purchase Agreement) and Licensing Proceeds (as defined in the Stock Purchase Agreement) generated on MAT2203 (as defined in the Stock Purchase Agreement). Pursuant to the terms of royalty rights certificates held by the former holders of the Company’s Series A Preferred Stock, the holders thereof are entitled to receive, in the aggregate, 7.5% of the amounts the Company receives from Azurity in connection with the Stock Sale, including the initial purchase price, milestone payments and royalty amounts described above.
Current report
Additional information about the Business Combination Agreement and the Stock Purchase Agreement is set forth in our Current Report on Form 8-K filed with the SEC on July 13, 2026, and “Note 11 - Subsequent Events” in the accompanying unaudited Consolidated Financial Statements.
Current report
On February 13, 2025, and April 8, 2025, we issued shares of Series C Preferred Stock (as defined below) and 2025 Warrants (as defined below) to purchase shares of common stock in a private placement. The 2025 Warrants were initially classified as a liability upon each issuance date with the fair value estimated using a Monte Carlo simulation model. The terms of the 2025 Warrants were amended after issuance enabling the reclassification of the 2025 Warrants as equity.
Current report
(Loss)/gain on disposal of assets, net
Current report
During the six months ended June 30, 2026 and 2025, we recognized a loss on disposal of assets of $138 and a gain on disposal of assets of $110, respectively. In 2026, assets with a net book value of $138 were written off in connection with the termination of the Bridgewater lease in April 2026. In 2025, we sold equipment with a net book value of $210 for proceeds of $320, resulting in a gain on disposal of $110.
Current report
Currently we are focused on consummating the Business Combination with GH Power Inc. and the Stock Purchase Agreement with Azurity Pharmaceuticals, Inc. while conserving our cash until such transactions are completed.
Current report
Research and Development expenses. We did not have any Research and Development expenses for the three months ended June 30, 2026 and 2025.
Current report
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
Current report
General and Administrative expenses. G&A expenses for the six months ended June 30, 2026 and 2025 were $3,490 and $3,698, respectively. The decrease in G&A expenses was primarily attributable to lower personnel-related costs resulting from reduced headcount and lower operating lease expense following the termination of our Bridgewater lease, partially offset by higher legal and consulting fees primarily related to corporate strategic initiatives.
Current report
Series D Financing
Current report
On July 10, 2026, we entered into a Securities Purchase Agreement (the “Series D Purchase Agreement”) with certain investors, pursuant to which we agreed to issue and sell, in a private placement (the “Series D Financing”), an aggregate of 575 shares of our Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), initially convertible into up to 1,642,856 shares of common stock, with a stated value of $1,000 per share, together with warrants (the “Series D Warrants”) to purchase up to an aggregate of 100% of the shares of common stock into which the shares of Series D Preferred Stock are initially convertible, or 1,642,856 shares of common stock, for aggregate gross proceeds of up to $575, at an offering price of $1,000 per share of Series D Preferred Stock and accompanying Series D Warrant. The Series D Financing closed on July 10, 2026.
Current report
As a result of the Series D Financing, the exercise price of the 2025 Warrants (as defined below) was adjusted from $0.6446 to $0.35 pursuant to the terms of the anti-dilution provisions contained therein and previously approved by our stockholders. In addition, the conversion price of our Series C Convertible Preferred Stock, issued on February 13, 2025 and April 8, 2025, was adjusted from $0.586 to $0.35 pursuant to the terms of the anti-dilution provisions contained therein and previously approved by our stockholders.
Current report
Warrant Inducement
Current report
On July 10, 2026, we entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Warrant Holders”) of our 2025 warrants to purchase up to an aggregate of 7,486,605 shares of common stock, issued to the Warrant Holders on February 13, 2025 and April 8, 2025 (the “2025 Warrants”).
Current report
Pursuant to the Inducement Letters, the Warrant Holders agreed to exercise for cash all or a portion of their 2025 Warrants at the current exercise price of $0.35 per share in consideration for our agreement to issue, in a private placement, new unregistered common stock purchase warrants (the “New Warrants”) to purchase up to 7,486,605 shares of common stock (100% of the number of shares of common stock issued pursuant to each such exercise of 2025 Warrants) (such transaction, the “Warrant Inducement”). The Warrant Inducement closed on July 10, 2026 and 2025 Warrants to purchase the 7,486,605 shares were exercised. As a result, we received net proceeds of $2,323 from the Warrant Inducement.
Current report
We engaged ThinkEquity LLC (the “Solicitation Agent”) to act as our exclusive warrant solicitation agent in connection with the transactions described above pursuant to that certain Warrant Solicitation Agent Agreement, by and between us and the Solicitation Agent, dated as of July 10 25, 2026 (the “Warrant Solicitation Agent Agreement”). Pursuant to the Warrant Solicitation Agent Agreement, we agreed to pay the Solicitation Agent a fee consisting of (i) a cash payment equal to 10% of the aggregate gross cash proceeds received by us from the Warrant Holders’ exercise of the 2025 Warrants and (ii) warrants (the “Solicitation Agent Warrants”) to purchase 374,330 shares of common stock at an exercise price of $0.35 per share (5% of the aggregate number of shares underlying the New Warrants issued to the Warrant Holders in connection with the transactions contemplated by the Inducement Letters). The Solicitation Agent Warrants have terms substantially similar to the New Warrants. Pursuant to the Warrant Solicitation Agent Agreement, we also agreed to reimburse the Solicitation Agent for its reasonable legal and other expenses up to $50.
Current report
As more fully described in Note 11 of the footnotes to the financial statements, on July 10, 2026 we entered into a Business Combination Agreement with GH Power, Inc., and a Stock Purchase Agreement for the sale of Nanotechnologies, the owner of MAT2203. Additionally, we received net proceeds of approximately $575 from the Series D Financing and approximately $2,323 from the Warrant Inducement. There can be no assurance that the sale of Nanotechnologies and Business Combination with GH Power will be consummated. If such transactions are not consummated, the Company will need to secure substantial additional funding from other sources to continue its operations, and there can be no assurance that such funding will be available on acceptable terms, or at all. In such a case, the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process.
Removed paragraphs (11)
Previous report
Key elements of our strategy now include:
Previous report
Research and Development Expenses
Previous report
Research and development expenses consist of costs incurred for the development of product candidate MAT2203 and advancement of our LNC platform, which include:
Previous report
Research and development activities are central to our business model. We expect our research and development expenses to increase over time because product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage human trials. However, during the first quarter of 2026, our research and development expenses were lower than in 2025, and we expect them to remain lower during the remainder of 2026 until such time, if at all, as we are able to secure additional funding to support initiation of our Phase 3 registration trial for MAT2203 and advancement of our LNC platform delivery technology.
Previous report
On February 13, 2025, the Company closed a private placement investment with certain investors in which the investors received shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), and warrants to purchase shares the Company’s common stock (the “2025 Warrants”). The 2025 Warrants were classified as a liability upon issuance with the fair value estimated using a Monte Carlo simulation model. Future changes in fair value will be recognized in other income/(expense), net at each reporting period until the 2025 Warrants are either exercised or expired.
Previous report
Our current R&D efforts are focused on advancing our lead LNC product candidate, MAT2203. We believe that significant investment in product development is a competitive necessity, and we are seeking to monetize our assets whether through a partnership, sale or other transaction to assist us in continuing to make these investments to be in a position to realize the potential of our product candidates and proprietary technologies.
Previous report
We expect that most of our R&D expenses in the near-term, if any, will be incurred in support of MAT2203 and positioning that drug for a partnership with a well-funded and experienced third party biotech or pharmaceutical company.
Previous report
We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:
Previous report
Until such time, if ever, that we can generate revenues sufficient to achieve profitability, we expect to finance our cash needs through a combination of private and public equity offerings, debt financings, government or other third-party funding, collaborations, and licensing arrangements. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interest of our stockholders may be materially diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and preferred equity financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely impact our ability to conduct our business. Securing additional financing could require a substantial amount of time and attention from our management and may divert a disproportionate amount of their attention away from day-to-day activities, which may adversely affect our management’s ability to secure one or more partners to monetize the value of MAT2203 or future product candidates.
Previous report
If we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.
Previous report
Our financial condition and results of operations may also be impacted by other factors we may not be able to control, such as global supply chain disruptions, global trade disputes and/or political instability. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related costs and clinical trial expenses, negatively impacting our results of operations.
Reworded paragraphs (17)
Previous wording
We are a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using our lipid nanocrystal (LNC) platform delivery technology (LNC Platform).
Current wording
We are a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using our lipid nanocrystal (LNC) platform delivery technology (LNC Platform). Our lead product candidate is MAT2203 (oral amphotericin B), a highly potent antifungal drug which, by virtue of LNC delivery, has been made oral, safe, and well-tolerated for prolonged administration in patients with life-threatening invasive fungal infections. Following the successful EnACT Phase 2 trial in the treatment of cryptococcal meningitis, MAT2203 is now positioned for a single, Phase 3 registration trial (the “ORALTO trial”) in support of a New Drug Application (NDA) for the treatment of invasive aspergillosis in patients with limited treatment options. In July 2026, we entered into the Business Combination Agreement with GH Power and the Stock Purchase Agreement with Azurity described below under “Business Combination” and “Stock Purchase Agreement.” Following the completion of the Business Combination, the current business of GH Power is expected to become the primary business of the combined company, and we do not expect to continue our historical LNC Platform development activities as an independent, publicly traded company.
Previous wording
For the three month periods ended March 31, 2026 and 2025, our net loss was $1,921 and $1,656, respectively. We have incurred losses for each period from our inception and expect to incur additional losses for the foreseeable future. We will seek to fund our operations through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. We will need to generate significant revenues to achieve profitability, and we may never do so.
Current wording
For the six-month periods ended June 30, 2026 and 2025, our net loss was $3,247 and $6,901, respectively. We have incurred losses for each period from our inception and expect to incur additional losses for the foreseeable future. We will seek to fund our operations through public or private equity offerings, debt financing, government or other third-party funding, collaborations and licensing arrangements. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy and continue as a going concern. We will need to generate significant revenues to achieve profitability, and we may never do so.
Previous wording
General and administrative expenses for the three months ended March 31, 2026 and 2025 were $1,936 and $1,861, respectively. General and administrative expenses consist principally of salaries and related costs for personnel in executive and finance functions. Other general and administrative expenses include facility costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services. We anticipate that our general and administrative expenses during 2026 will increase slightly compared to expenses incurred during 2025 as the corporate strategy continues to evolve.
Current wording
General and administrative expenses for the six months ended June 30, 2026 and 2025 were $3,490 and $3,698, respectively. General and administrative expenses consist principally of salaries and related costs for personnel in executive and finance functions. Other general and administrative expenses include facility costs, insurance, investor relations expenses, professional fees for legal, patent review, consulting and accounting/audit services. We anticipate that our general and administrative expenses during 2026 will increase slightly compared to expenses incurred during 2025 as the corporate strategy continues to evolve.
Previous wording
A gain of $294 was recognized for the three months ended March 31, 2025, representing the change in fair value of the warrant liability between the issuance date of February 13, 2025 and March 31, 2025. There was no warrant liability at March 31, 2026.
Current wording
A loss of $3,161 was recognized for the six months ended June 30, 2025, representing the change in fair value of the warrant liability between the issuance dates of February 13, 2025 and April 8, 2025 and the amendment date of June 26, 2025. There was no warrant liability at June 30, 2026.
Previous wording
Other income/(expense), net for the three months ended March 31, 2026 and 2025 were $15 and ($4), respectively. Other income/(expense), net increased compared to the prior period was primarily due to decreased investment income related to decreased cash and cash equivalent balances and the employee retention credit payment received in the prior year partially offset by the equity transaction fees incurred during the three months ended March 31, 2025.
Current wording
Other income/(expense), net was $13 for the six months ended June 30, 2026, compared with $(67) for the six months ended June 30, 2025. The increase in other income/(expense), net from the prior-year period was primarily due to the absence of warrant liability transaction fees incurred in the current period, partially offset by the employee retention credit payment received and interest income recognized during the six months ended June 30, 2025.
Previous wording
General and Administrative expenses. General and Administrative (G&A) expenses for the three months ended March 31, 2026 and 2025 were $1,936 and $1,861, respectively. The increase in G&A expenses was primarily attributable to increased legal and consulting fees partially offset by lower stock based compensation expense and decreased headcount.
Current wording
General and Administrative expenses. General and Administrative (G&A) expenses for the three months ended June 30, 2026 and 2025 were $1,555 and $1,837, respectively. The decrease in G&A expenses was primarily attributable to lower personnel-related costs resulting from reduced headcount and lower operating lease expense following the termination of our Bridgewater lease, partially offset by higher legal and consulting fees primarily related to corporate strategic initiatives.
Previous wording
Research and Development expenses. Research and Development (R&D) expense for the three months ended March 31, 2026 and 2025 was $0 and $85, respectively. The decrease in R&D expenses as compared to 2025 was primarily attributable to the decrease in consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.
Current wording
Research and Development expenses. R&D expenses for the six months ended June 30, 2026 and 2025 were $0 and $85, respectively. The decrease in R&D expenses was primarily attributable to the decrease in clinical trial consulting costs related to the pause of our MAT2203 development program and in headcount costs resulting from our reduction in force.
Previous wording
As of March 31, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $2,398.
Current wording
As of June 30, 2026, we had cash and cash equivalents, excluding restricted cash, totaling $761. Subsequent to June 30, 2026, we received net proceeds of approximately $575 from the Series D Financing and approximately $2,323 from the Warrant Inducement.
Previous wording
On February 13, 2025, we entered into a securities purchase agreement (the “February 2025 Agreement”) with a certain group of investors (the “February 2025 Investors”), pursuant to which we agreed to issue and sell, in a private placement, an aggregate of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Preferred Stock and accompanying 2025 Warrants.
Current wording
On February 13, 2025, we entered into a securities purchase agreement (the “February 2025 Agreement”) with a certain group of investors (the “February 2025 Investors”), pursuant to which we agreed to issue and sell, in a private placement, an aggregate of 3,300 shares of our Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), initially convertible into up to 5,631,404 shares of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares of common stock into which the shares of Series C Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering price of $1,000 per share of Series C Preferred Stock and accompanying 2025 Warrants.
Previous wording
Pursuant to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained stockholder approval for the issuance of the Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million.
Current wording
Pursuant to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Series C Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million. On April 4, 2025, we obtained stockholder approval for the issuance of the Series C Preferred Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing, an additional 1,650 shares of Series C Preferred Stock, initially convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds of $1.65 million.
Previous wording
On April 5, 2024, the Company closed a registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an aggregate of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant. The Company generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts and commissions and other offering expenses.
Current wording
On April 5, 2024, we closed a registered direct offering of 666,667 shares of our common stock and warrants to purchase up to an aggregate of 666,667 additional shares of common stock, at a combined purchase price of $15.00 per share and accompanying warrant. We generated gross proceeds of approximately $10,000 and net proceeds of approximately $9,179, after deducting underwriting discounts and commissions and other offering expenses.
Previous wording
On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of April 2024 Warrants to purchase an aggregate of 466,666 shares of common stock. Pursuant to the Exchange Agreements, on August 15, 2025, the Company issued to the Exchanging Holders one share of common stock for each April 2024 Warrant, for an aggregate of 466,666 shares of common stock.
Current wording
On August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging Holders”) of warrants at an exercise price of $17.50 per share (the “2024 Warrants”) to purchase an aggregate of 466,666 shares of common stock. Pursuant to the Exchange Agreements, on August 15, 2025, we issued to the Exchanging Holders one share of common stock for each 2024 Warrant, for an aggregate of 466,666 shares of common stock.
Previous wording
On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. The Company did not sell any shares under the sales agreement during the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Sales Agreement’s available capacity is $44,191. However, such capacity is limited by the restrictions imposed by General Instruction I.B.6 to Form S-3, which limits the amount we can raise through primary public offerings of securities in any twelve-month period using Form S-3 to an aggregate of one-third of our public float.
Current wording
On July 2, 2020, we entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which we may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $50 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the Sales Agreement. BTIG will be paid a 3% commission on the gross proceeds from each sale. We may terminate the Sales Agreement at any time; BTIG may terminate the Sales Agreement in certain limited circumstances. We did not sell any shares under the Sales Agreement during the six months ended June 30, 2026 and 2025. As of June 30, 2026, the Sales Agreement’s available capacity was $44,191. On July 23, 2026, pursuant to and in accordance with Section 12(a) of the Sales Agreement, BTIG notified us that BTIG is terminating the Sales Agreement, effective immediately. We are not subject to any termination penalties or other expenses related to the termination of the Sales Agreement.
Previous wording
Net cash used in operating activities was $1,601 and $2,007 for the three month periods ended March 31, 2026 and 2025, respectively. Net losses of $1,921 and $1,656 for the three month periods ended March 31, 2026 and 2025, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock based compensation expense and change in fair value of the warrant liability.
Current wording
Net cash used in operating activities was $3,437 and $4,028 for the six month periods ended June 30, 2026 and 2025, respectively. Net losses of $3,247 and $6,901 for the six-month periods ended June 30, 2026 and 2025, respectively, were partially offset by working capital adjustments due to the timing of receipts and payments in the ordinary course of business, adjustments for non-cash stock-based compensation expense and change in fair value of the warrant liability.
Previous wording
Net cash provided by investing (used in) activities was $0 for each of the three month periods ended March 31, 2026 and 2025.
Current wording
Net cash provided by (used in) investing activities was $0 for each of the six-month periods ended June 30, 2026 and 2025.
Previous wording
Net cash provided by financing activities was $0 and $1,647 for the three month periods ended March 31, 2026 and 2025, respectively. The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our preferred stock of $1,648 during the three months ended March 31, 2025.
Current wording
Net cash used in financing activities was $1 and net cash provided by financing activities was $3,269 for the six month periods ended June 30, 2026 and 2025, respectively. The decrease in cash provided by financing activities is primarily due to the net proceeds from the sale of our Series C preferred stock of $3,271 during the six months ended June 30, 2025.
Previous wording
We do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditures requirements for a period of at least the next twelve months from the filing date of this Quarterly Report. As a result, substantial doubt exists about the Company’s ability to continue as a going concern.
Current wording
We do not believe that our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital requirements for a period of at least the next twelve months from the filing date of this Quarterly Report. As a result, substantial doubt exists about our ability to continue as a going concern.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The following tables summarize our revenues and operating expenses for the periods presented: