GENELUX Corp
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 28, 2025
GNLX$1.96+7.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-29.
0001493152-24-011946
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-28.
0001641172-25-001184
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 84 previous paragraphs and 90 current paragraphs.
56 unchanged; 21 reworded; 12 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 7 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 (12)
Current report
Underwritten Public Offering
Current report
On March 26, 2025, we completed an underwritten offering of 3,000,000 shares of our common stock at an offering price of $3.50 per share. The gross proceeds received from the offering were $10.5 million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Current report
US-Based Phase 2 Trial in NSCLC
Current report
Other Income (Expenses), net
Current report
As of December 31, 2024, we had cash and short-term investments of $30.9 million, however we do not have any committed external source of funds or other support for our development efforts. Until we can generate sufficient product revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings and debt financings, or other capital sources such as potential collaborations, strategic alliances, licensing arrangements and other arrangements. Based on our research and development plans, we expect that our existing cash balance may not enable us to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this Annual Report. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. In addition, because the design and outcome of our anticipated and any future clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of Olvi-Vec or any future product candidates. Our existing cash balance may not be sufficient to complete the development of Olvi-Vec or any other product candidate. Additionally, although we have commitments from investors to fund the remaining aggregate investment amounts in connection with our Private Placements, we may not receive some or all of the committed proceeds, due to ongoing liquidity constraints or other factors. The failure to receive all or some of the committed proceeds would exhaust our available capital resources sooner than expected and will require us to obtain further funding to achieve our business objectives.
Current report
Common Stock Issued for Cash Upon Closing of the Company’s Third Public Offering
Current report
On March 26, 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 gross proceeds received from the offering were $10.5 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Current report
Common Stock Issued for Cash Upon Closing of the Company’s Second Public Offering
Current report
Included in the offering were accompanying warrants to purchase 7,500,000 shares of common stock with an exercise price of $5.25 per share. The warrants expire five years from the date of grant.
Current report
In May and June 2023, we entered into securities purchase agreements (the “Purchase Agreements”) with certain investors pursuant to which we agreed to sell and issue shares of our common stock in two private placement transactions. Under the Purchase Agreements, we agreed to extend commitments totaling $24.0 million past their initial due dates.
Current report
At-the-Market Offering
Current report
In February 2024, we entered into a Sales Agreement with Guggenheim Securities, LLC (Guggenheim) implementing an “at-the-market” offering program (the ATM). In the ATM, we may offer and sell, from time to time and at our option, up to an aggregate of $100.0 million of shares of our common stock through Guggenheim, acting as sales agent. Guggenheim is entitled to a fixed commission rate of up to 3.0% of the gross sales proceeds of shares sold under the ATM. During the year ended December 31, 2024, we sold an aggregate of 5,460 shares of common stock under the ATM for net proceeds of approximately $15.2 thousand after deducting compensation of approximately $470 payable to Guggenheim.
Removed paragraphs (7)
Previous report
During the year ended December 31, 2022, under the License Agreement with Newsoara BioPharma Co. Ltd., dated September 27, 2021 (the Newsoara License Agreement) and the License Agreement with ELIAS Animal Health LLC, dated November 15, 2021, as amended, we recognized revenue of $11.1 million, with a 10% foreign income tax of $1.1 million being recorded as a provision for foreign income taxes relating to the Newsoara License Agreement.
Previous report
Other Income (Expenses)
Previous report
Going Concern
Previous report
At December 31, 2023, we had cash and cash equivalents, and short-term investments, in the amount of $23.2 million. The ability to continue as a going concern is dependent on us attaining and maintaining profitable operations in the future and raising additional capital to meet our obligations and repay our liabilities arising from normal business operations when they come due. Since inception, we have funded our operations primarily through equity and debt financings and licensing income, and we expect to continue to rely on these sources of capital in the future.
Previous report
Common Stock Issued for Cash Upon Closing of the Company’s IPO
Previous report
On May 12, 2023, we entered into a securities purchase agreement (the PIPE 1 SPA) with certain investors (the PIPE 1 Purchasers), pursuant to which we agreed to sell and issue 1,665,213 shares of our common stock in a private placement transaction (the First Private Placement). The purchase price per share of common stock was $20.00 per share. The initial closing of the First Private Placement occurred in May 2023 (the PIPE 1 Initial Closing) subject to customary closing conditions. The total gross proceeds to us at the PIPE 1 Initial Closing from the First Private Placement are expected to be approximately $33.3 million, including $1.5 million from the cancellation of certain of our bridge loans and accrued interest. Two of the PIPE 1 Purchasers were contractually obligated to fund up to $17.5 million of such PIPE 1 Purchasers’ investment amounts following the PIPE 1 Initial Closing but no later than November 15, 2023. During the year ended December 31, 2023, we received $6.0 million of the committed amount of $17.5 million. As of December 31, 2023, we had sold 1,017,079 shares of our common stock under the PIPE 1 SPA resulting in gross and net proceeds to us of $20.3 million and $19.8 million, respectively.
Previous report
On June 9, 2023, we entered into another securities purchase agreement (the PIPE 2 SPA, and, together with the PIPE 1 SPA, the Purchase Agreements) with certain investors (the PIPE 2 Purchasers), pursuant to which we agreed to sell and issue 900,000 shares of our common stock in a private placement transaction (the Second Private Placement, and, together with the First Private Placement, the Private Placements). The purchase price per share of common stock was $20.00 per share. The initial closing of this Second Private Placement occurred in June 2023 (the PIPE 2 Initial Closing), subject to customary closing conditions. The total gross proceeds to us from the Second Private Placement are expected to be approximately $18.0 million. One of the PIPE 2 Purchasers was contractually obligated to fund up to $12.5 million of such PIPE 2 Purchaser’s investment amounts following the PIPE 2 Initial Closing, but no later than November 15, 2023. We did not receive any part of such PIPE 2 Purchaser’s committed investment amount during the year ended December 31, 2023. As of December 31, 2023, we had sold 275,000 shares of our common stock under the PIPE 2 SPA resulting in gross and net proceeds to us of $5.5 million and $5.3 million, respectively.
Reworded paragraphs (21)
Previous wording
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis and other parts of this Annual Report contain forward-looking statements based upon current beliefs that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations and intentions. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. You should carefully read the “Risk Factors” section of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward- Looking Statements.”
Current wording
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis and other parts of this Annual Report contain forward-looking statements based upon current beliefs that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations and intentions. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. You should carefully read the “Risk Factors” section of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Special Note Regarding Forward- Looking Statements.”
Previous wording
Since inception, we have incurred significant operating losses. Our net losses were $28.3 million and $5.2 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated deficit of $221.5 million. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate as a public company.
Current wording
Since inception, we have incurred significant operating losses. Our net losses were $29.9 million and $28.3 million, respectively, for the years ended December 31, 2024 and 2023. As of December 31, 2024, we had an accumulated deficit of $251.4 million. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate as a public company.
Previous wording
At December 31, 2023, we had cash and cash equivalents, and short-term investments, on hand in the amount of $23.2 million. During the year ended December 31, 2023, we closed our initial public offering (IPO) and two private placements (Private Placements) and received $37.8 million of aggregate net proceeds from these offerings. We also received commitments through the Private Placements for the funding of an additional $24.0 million that were due by November 15, 2023. In November 2023, we agreed to extend the funding deadline for $2.0 million of the remaining committed investment amounts to March 31, 2024. The investor who was obligated to fund $22.0 million of the remaining committed investment amounts has not made such payments and has indicated that he does not intend to comply with his investment commitments through the Private Placements. We are currently evaluating our potential remedies with respect to this investor’s non-compliance with his contractual obligations to us. We expect our existing cash and cash equivalents, and short-term investments, will last for at least the next 12 months. Due to the funds received through these offerings, and the conversion of preferred stock and convertible notes payable upon the closing of the IPO, we had shareholders’ equity of $19.5 million at December 31, 2023.
Current wording
During the year ended December 31, 2023, we closed our IPO and two private placements (the Private Placements) and received $37.8 million of net proceeds from these offerings. During the year ended December 31, 2024, we closed a second public offering and received $27.7 million of net proceeds from that offering. Due to the funds received through these offerings, and the conversion of preferred stock and convertible notes payable upon the closing of the IPO, we have shareholders’ equity of $27.9 million at December 31, 2024. We expect our cash, cash equivalents and short-term investments, totaling $30.9 million at December 31, 2024, to last until the first quarter of 2026.
Previous wording
The Company currently is engaged in regulatory study start-up activities of a Phase 2, open-label, randomized, and controlled clinical trial designed to evaluate the efficacy and safety of intravenously delivered Olvi-Vec oncolytic VACV for patients with recurrent NSCLC in the United States. In accordance with our licensing agreement, the Phase 2 clinical trial will be funded in its entirety by our partner in China, Newsoara. In November 2023, we agreed with Newsoara that Genelux would directly engage a contract research organization on mutually agreeable terms to conduct certain startup activities for the NSCLC trial in the U.S. only, with Newsoara reimbursing Genelux for the costs and expenses of such agreed-upon startup activities. Newsoara is permitted to defer such reimbursement payments until the completion of its next round of financing, which Newsoara expects to occur in 2024.
Current wording
In October 2024, we announced that the first patient had been dosed in a Phase 2, open-label, randomized, and controlled clinical trial designed to evaluate the efficacy and safety of intravenously delivered Olvi-Vec oncolytic VACV for patients with recurrent non-small cell lung cancer (NSCLC) in the United States. In accordance with our license agreement with our partner in China, Newsoara BioPharma Co. Ltd. (Newsoara), Newsoara is generally obligated to fund the Phase 2 clinical trial in its entirety. In November 2023, we agreed with Newsoara that Genelux would directly engage a contract research organization on mutually agreeable terms to conduct certain startup activities for the NSCLC trial in the U.S. only, with Newsoara reimbursing us for the costs and expenses of such agreed-upon startup activities. Newsoara is permitted to defer such reimbursement payments until the completion of its next round of financing, which Newsoara expects to occur in 2025. During the quarter ended September 30, 2024, the Company entered into a Clinical Trial Services Agreement with Hong Kong Tigermed Consulting Co., Ltd., to provide regulatory and development support services for the NSCLC trial in the United States.
Previous wording
During the year ended December 31, 2022, under the Newsoara License Agreement, we invoiced and collected $0.2 million relating to supplying product for Newsoara to use in its clinical trials. As the product did not ship during the year ended December 31, 2022, we recorded the cash received as deferred revenue until the product was shipped. During the year ended December 31, 2023, we shipped the product to Newsoara and thus recognized the revenue.
Current wording
During the year ended December 30, 2023, under our license agreement with Newsoara, we invoiced and collected $0.2 million relating to supplying product for Newsoara to use in its clinical trials. During the year ended December 31, 2024, we recognized revenue of $0.01 million relating to the Company’s license agreement with ELIAS Animal Health, LLC.
Previous wording
Research and development costs are expensed as incurred. Costs for certain activities are recognized based on an evaluation of the progress to completion of specific tasks using data such as information provided to us by our vendors and analyzing the progress of our preclinical and clinical studies or other services performed. Significant judgment and estimates are made in determining the accrued expense balances at the end of any reporting period.
Current wording
Research and development costs are expensed as incurred. Costs for certain activities are recognized based on an evaluation of the progress to completion of specific tasks using data such as information provided to us by our vendors and analyzing the progress of our preclinical and clinical studies or other services performed. Significant judgement and estimates are made in determining the accrued expense balances at the end of any reporting period.
Previous wording
We anticipate that our general and administrative expenses will increase in the future as our business expands to support expected growth in research and development activities, including our future clinical programs. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside service providers, among other expenses. We also anticipate increased expenses associated with being a public company, including costs for audit, legal, regulatory and tax-related services related to compliance with the rules and regulations of the SEC, and listing standards applicable to companies listed on a national securities exchange, director and officer insurance premiums, and investor relations costs. In addition, if we obtain regulatory approval for any of our product candidates and do not enter into a third-party commercialization collaboration, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing and distribution activities.
Current wording
We anticipate that our general and administrative expenses will increase in the future as our business expands to support expected growth in research and development activities, including our future clinical programs. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside service providers, among other expenses. We also anticipate increased expenses associated with being a public company, including costs for audit, legal, regulatory and tax-related services related to compliance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and listing standards applicable to companies listed on a national securities exchange, director and officer insurance premiums, and investor relations costs. In addition, if we obtain regulatory approval for any of our product candidates and do not enter into a third-party commercialization collaboration, we expect to incur significant expenses related to building a sales and marketing team to support product sales, marketing and distribution activities.
Previous wording
Research and development expenses were $12.8 million and $9.1 million for the years ended December 31, 2023 and 2022, respectively, an increase of $3.7 million. Significant variations between periods are a result of a $1.0 million increase in employee compensation and related expenses in 2023, primarily related to new employee hires in 2023, and a $1.5 million increase in stock compensation in 2023, primarily related to increased stock grants in 2023 and the cost of stock option repricing in 2023.
Current wording
Research and development expenses were $19.0 million and $12.8 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $6.2 million. Significant variations between periods are primarily a result of a $1.2 million increase in employee compensation in 2024, primarily related to new employee hires in 2024; a $1.2 million increase in stock-related compensation in 2024, relating to the increased cost of stock options and restricted stock units in 2024, and a $4.5 million increase in clinical and regulatory expenses relating to increased clinical trial costs associated with our Phase 3 On Prime Registration trial in 2024 and Phase 2 clinical trial for non-small cell lung cancer, which Newsoara is obligated to fully reimburse per the terms of our agreement; and partially offset by a $0.9 million decrease in manufacturing and laboratory materials in 2024.
Previous wording
General and administrative expenses were $11.6 million and $5.0 million for the years ended December 31, 2023 and 2022, respectively, an increase of $6.6 million. Significant variations between periods are a result of a $1.0 million increase in employee related costs in 2023, primarily due to new employee hires in 2023; a $2.2 million increase in stock compensation expense in 2023, primarily due to increased stock grants in 2023 and the cost of stock option repricing in 2023; a $2.5 million increase in professional service expenses in 2023, primarily resulting from increased corporate legal costs and other professional services related to costs of being a newly publicly-traded company; and a $0.7 million increase in insurance expenses, primarily due to increased D&O insurance costs.
Current wording
General and administrative expenses were $12.7 million and $11.6 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $1.1 million. Significant variations between periods are primarily a result of a $0.2 million increase in employee compensation in 2024, a $0.8 million increase in stock compensation expense in 2024, due to the increase in the cost of stock options and restricted stock units in 2024, a $0.4 million increase in consulting and contract labor expenses in 2024, primarily resulting from increased accounting and finance costs in 2024, partially offset by a $0.5 million decrease in professional services, primarily resulting from the decrease in legal expenses in 2024.
Previous wording
Other income (expenses), net, were $4.1 million and $1.1 million for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, other expenses consisted of interest expense of $0.2 million, debt discount amortization of $0.6 million, debt extinguishment costs of $0.4 million and financing costs of $3.2 million, while during the same period in 2022, other expenses consisted of interest expense of $1.1 million and debt discount amortization of $0.3 million. During the year ended December 31, 2023, other income consisted of interest income on investments in money market funds and other short-term investments of $0.2 million, and during the same period in 2022, other income consisted of a gain on the forgiveness of a PPP loan payable of $0.3 million.
Current wording
Other income (expenses), net, were $1.8 million and $(4.1) million for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, other income consisted of interest income of $1.4 million from the investment into money market funds and short and long-term investments, while during the same period in 2023, other income consisted of interest income of $0.2 million. In 2024, other income also includes a gain on the extinguishment of accounts payable of $0.4 million. Other expenses during the year ended December 31, 2023, consisted of $0.2 million of interest expense, $0.6 of debt discount amortization, $0.4 of debt extinguishment costs, and $3.2 million of financing costs. There were no other expenses during the year ended December 31, 2024.
Previous wording
The accompanying 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. As reflected in the accompanying financial statements, we experienced recurring losses from operations since inception and incurred a net loss of $28.3 million and used cash in operations of $20.3 million during the year ended December 31, 2023. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our strategies. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Current wording
We have experienced recurring losses from operations since inception and incurred a net loss of $29.9 million and used cash in operations of $21.2 million during the year ended December 31, 2024. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our strategies. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Previous wording
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 us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, cause substantial dilution to our stockholders, in the case of equity financing, or grant unfavorable terms in future licensing agreements.
Current wording
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 we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing, or grant unfavorable terms in future licensing agreements.
Previous wording
During the year ended December 31, 2023, we used $20.3 million cash in operating activities, compared to $3.6 million used during the year ended December 31, 2022. During the year ended December 31, 2023, we incurred a net loss of $28.3 million and had non-cash expenses of $11.3 million, compared to a net loss of $5.2 million and non-cash expenses of $3.3 million during the year ended December 31, 2022. The primary non-cash expense during both periods was equity-related expenses, totaling $9.3 million and $2.4 million during the years ended December 31, 2023 and 2022, respectively. We had a $3.3 million decrease in operating assets and liabilities during the year ended December 31, 2023, compared to $1.7 million decrease during the year ended December 31, 2022. The primary use of cash during the year ended December 31, 2023 was the decrease in accounts payable and accrued expenses of $2.4 million. The primary use of cash during the year ended December 31, 2022 was the decrease in deferred revenue of $4.3 million.
Current wording
During the year ended December 31, 2024, we used cash from operating activities of $21.2 million, compared to $20.3 million used during the year ended December 31, 2023. During the year ended December 31, 2024, we incurred a net loss of $29.9 million and had non-cash expenses of $7.9 million, compared to a net loss of $28.3 million and non-cash expenses of $11.3 million during the year ended December 31, 2023. The primary non-cash expense during both periods was stock-related compensation totaling $8.1 million and $6.1 million during the years ended December 31, 2024 and 2023, respectively, a gain on the extinguishment of accounts payable of $0.4 million in 2024; and the fair value of warrants issued in connection with the conversion of convertible notes of $3.2 million in 2023. The net change in operating assets and liabilities during the year ended December 31, 2024, used cash of $0.8 million, compared to $3.3 million used during the year ended December 31, 2023. The primary source of cash relating to operating assets and liabilities during the year ended December 31, 2024 was the increase in accounts payable and accrued expenses of $2.2 million; and the primary uses of cash were the decrease in accrued payroll and payroll taxes of $1.1 million, and the increase in prepaid expenses and other assets of $0.5 million. The primary use of cash during the year ended December 31, 2023 was the decrease in accounts payable and accrued expenses of $2.4 million.
Previous wording
Net cash used in investing activities for the year ended December 31, 2023 was $14.8 million, consisting of the purchase of short-term investments of $13.7 million, and purchases of property and equipment for construction-in-progress of $1.0 million. Net cash used in investing activities for the year ended December 31, 2022 was $0.05 million, consisting of the purchase of property and equipment.
Current wording
Net cash used in investing activities for the years ended December 31, 2024 was $8.1 million, consisting of the net purchases of short and long-term investments of $7.7 million, and the purchase of property and equipment of $0.4 million. Net cash used in investing activities for the year ended December 31, 2023 was $14.7 million, consisting of purchases of short-term investments of $13.7 million, and the purchase of property and equipment of $1.0 million.
Previous wording
During the year ended December 31, 2023, cash provided from financing activities was $44.0 million, compared to $0.5 million used during the year ended December 31, 2022. For the year ended December 31, 2023, cash provided by financing activities consisted of proceeds from the issuance of notes payable totaling $0.9 million, proceeds from the exercise of stock options of $1.5 million, proceeds from the exercise of stock warrants of $3.0 million, and gross proceeds from the sale of common stock related to our IPO and the Private Placements totaling $39.6 million, excluding offering costs paid by us. Net cash used in financing activities during the year ended December 31, 2023 related to the repayment of notes payable totaling $0.7 million and the payment of deferred offering costs of $0.3 million.
Current wording
During the year ended December 31, 2024, we provided cash from financing activities of $28.5 million, compared to $44.0 million provided during the year ended December 31, 2023. For the year ended December 31, 2024, cash provided by financing activities consisted of proceeds from the sale of common stock of $27.7 million, proceeds from the exercise of stock warrants of $0.7 million, and proceeds from our company’s equity awards programs of $0.1 million.
Previous wording
Net cash provided by financing activities during the year ended December 31, 2022 consisted of proceeds from the issuance of notes payable totaling $1.1 million and the exercise of stock warrants of $0.1 million, while cash used in financing activities for the year ended December 31, 2022 was $0.1 million related to the repayment of convertible notes payable and $1.6 million for the payment of deferred offering costs.
Current wording
For the year ended December 31, 2023, cash provided by financing activities consisted of proceeds from the issuance of notes payable totaling $0.9 million, proceeds from the sale of common stock related to our IPO and private placements totaling $39.6 million, the exercise of stock options of $1.5 million and the exercise of stock warrants of $3.0 million.
Previous wording
On January 30, 2023, we completed our IPO, in which we issued and sold 2,500,000 shares of our common stock at a public offering price of $6.00 per share. In February 2023, we sold an additional 153,000 shares of common stock at $6.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds of the IPO were $15.9 million, and we raised $12.6 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by us.
Current wording
In May 2024, we completed an underwritten offering of our common stock, in which we issued and sold 7,500,000 shares of our common stock at a price of $4.00 per share, which included 625,000 shares of common stock at $4.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds received from the offering were $30.0 million and we raised $27.7 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by us.
Previous wording
As of December 31, 2023, we sold 1,292,079 shares of our common stock under the Purchase Agreements resulting in the total gross and net proceeds to us from the First Private Placement and the Second Private Placement of $25.8 million and $25.1 million, respectively. As of that same date, we had received $6.0 million of the $30.0 million in aggregate committed investment amounts to be funded following the PIPE 1 Initial Closing and PIPE 2 Initial Closing. In November 2023, we agreed to extend the funding deadline for $2.0 million of the remaining aggregate investment amounts to March 31, 2024. The investor who was obligated to fund $22.0 million of the remaining committed investment amounts has not made such payments and has indicated that he does not intend to comply with his investment commitments under the Purchase Agreements. We are currently evaluating our potential remedies with respect to this investor’s non-compliance with his contractual obligations to us. We expect our existing cash and cash equivalents will last for at least the next 12 months.
Current wording
Certain investors who were obligated under the Purchase Agreements to fund the remaining committed investment amounts totaling $24.0 million have not made such payments. We are currently evaluating our potential remedies with respect to these investors’ non-compliance with their contractual obligations to the Company.
Previous wording
We believe that our existing cash will enable us to fund our operating expenses and capital expenditure requirements until at least 12 months from the date of filing of this Annual Report. We have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Our future capital requirements will depend on a number of factors, including:
Current wording
We believe that our existing cash, cash equivalents and short-term investments may not enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this Annual Report. We have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Our future capital requirements will depend on a number of factors, including:
Previous wording
We expect our existing cash and cash equivalents will last for at least the next 12 months. We anticipate needing to obtain further funding to achieve our business objectives beyond such date.
Current wording
We anticipate needing to obtain further funding to achieve our business objectives beyond such date.
Previous wording
If we raise funds through potential collaborations, strategic alliances 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 to grant licenses on terms that may not be favorable to us. Our ability to raise additional funds also may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from geopolitical and macroeconomic events such as actual or anticipated changes in interest rates and economic inflation, current and future bank failures, global pandemics, geopolitical tensions between the U.S. and China and the impact of the Russia/Ukraine conflict and the war in the Middle East. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Current wording
If we raise funds through potential collaborations, strategic alliances 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 to grant licenses on terms that may not be favorable to us. Our ability to raise additional funds also may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from geopolitical and macroeconomic events such as actual or anticipated changes in interest rates and economic inflation, current and future bank failures, tariffs, global pandemics, geopolitical tensions between the United States and China and the impact of the Russia/Ukraine conflict and the conflicts in the Middle East. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net cash used in financing activities during the year ended December 31, 2023 related to the repayment of notes payable totaling $0.7 million and the payment of deferred offering costs of $0.3 million.