Calidi Biotherapeutics, Inc 10-Q for FY2024 Q3

Calidi Biotherapeutics, Inc. (CLDI)

10-Q 2024-11-12 For: 2024-09-30

Added on April 12, 2026

About this 10-Q

Calidi Biotherapeutics, Inc filed this 10-Q on November 12, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $5.05M; compared with a net loss of $2.02M a year earlier
Diluted EPS: -$0.65; compared with -$1.41 a year earlier

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Delaware		86-2967193
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4475 Executive Drive, Suite 200, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	CLDI	NYSE American LLC
Warrants, each whole warrant exercisable for one share of common stock	CLDI WS	NYSE American LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	66

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	69
	Signatures	70

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,897		$	1,949
Prepaid expenses and other current assets		324			2,354
Total current assets		2,221			4,303
NONCURRENT ASSETS
Machinery and equipment, net		982			1,270
Operating lease right-of-use assets, net		3,237			4,073
Other noncurrent assets		217			373
TOTAL ASSETS	$	6,657		$	10,019
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	3,574		$	2,796
Related party accounts payable		—			81
Accrued expenses and other current liabilities		2,567			4,896
Related party accrued expenses and other current liabilities		496			536
Term notes payable, net of discount, including accrued interest		242			529
Related party term notes payable, net of discount, including accrued interest		2,631			278
Related party bridge loan payable, including accrued interest		217			—
Related party other current liability		620			—
Finance lease liability, current		69			81
Operating lease right-of-use liability, current		1,163			1,035
Total current liabilities		11,579			10,232
NONCURRENT LIABILITIES
Operating lease right-of-use liability, noncurrent		2,161			3,037
Finance lease liability, noncurrent		166			216
Warrant liability		163			623
Related party warrant liability		13			48
Convertible notes payable, including accrued interest		1,773			—
Related party term notes payable, net of discount, including accrued interest		—			2,060
Promissory note		600			—
Other noncurrent liabilities		—			1,500
Related party other noncurrent liabilities		—			538
TOTAL LIABILITIES		16,455			18,254
Commitments and contingencies (Note 11)
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 330,000 shares authorized; 9,311 and 3,552 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		1			1
Additional paid-in capital		107,408			91,383
Non-controlling interest		485			—
Accumulated other comprehensive loss, net of tax		(74	)		(47	)
Accumulated deficit		(117,618	)		(99,572	)
Total stockholders’ deficit		(9,798	)		(8,235	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,657		$	10,019

	2024			2023			2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(Unaudited)
OPERATING EXPENSES
Research and development	$	(2,153	)	$	(3,251	)	$	(7,063	)	$	(9,050	)
General and administrative		(3,073	)		(3,970	)		(10,687	)		(10,122	)
Total operating expense		(5,226	)		(7,221	)		(17,750	)		(19,172	)
Loss from operations		(5,226	)		(7,221	)		(17,750	)		(19,172	)
OTHER INCOME (EXPENSES), NET
Interest expense		(98	)		(101	)		(304	)		(266	)
Interest expense – related party		(134	)		(223	)		(454	)		(581	)
Interest expense		(134	)		(223	)		(454	)		(581	)
Change in fair value of debt, other liabilities, and derivatives		352			845			240			(1,255	)
Change in fair value of debt, other liabilities, and derivatives – related party		28			4,473			36			1,213
Change in fair value of debt, other liabilities, and derivatives		28			4,473			36			1,213
Series B preferred stock financing costs – related party		—			—			—			(2,680	)
Debt extinguishment		—			(139	)		—			(139	)
Debt extinguishment – related party		—			(332	)		—			(332	)
Debt extinguishment		—			(332	)		—			(332	)
Grant income		—			693			181			2,273
Other income (expense), net		8			(8	)		1			(29	)
Total other income (expenses), net		156			5,208			(300	)		(1,796	)
LOSS BEFORE INCOME TAXES		(5,070	)		(2,013	)		(18,050	)		(20,968	)
Income tax credit (provision)		1			(11	)		(11	)		(19	)
NET LOSS	$	(5,069	)	$	(2,024	)	$	(18,061	)	$	(20,987	)
Net loss attributable to noncontrolling interest		(15	)		—			(15	)		—
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST	$	(5,054	)	$	(2,024	)	$	(18,046	)	$	(20,987	)
Deemed dividend on warrants		—			—			(1,671	)		—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,054	)	$	(2,024	)	$	(19,717	)	$	(20,987	)
Net loss per share; basic and diluted	$	(0.65	)	$	(1.41	)	$	(3.54	)	$	(19.80	)
Weighted average common shares outstanding; basic and diluted		7,824			1,431			5,577			1,060

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Interest			Deficit
	Founders Convertible Preferred Stock				Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Interest			Deficit
Balance at December 31, 2023		—	$	—		—	$	—		—	$	—		3,552,223	$	1	$	91,383		$	(47	)	$	(99,572	)	$	—		$	(8,235	)
Balance		—	$	—		—	$	—		—	$	—		3,552,223	$	1	$	91,383		$	(47	)	$	(99,572	)	$	—		$	(8,235	)
Issuance of common stock in lieu of cash for services		—		—		—		—		—		—		5,000		—		29			—			—			—			29
Issuance of common stock in lieu of cash for SEPA commitment fee		—		—		—		—		—		—		13,875		—		81			—			—			—			81
Issuance of common stock to Calidi stockholders as result of Merger		—		—		—		—		—		—		1,581		—		—			—			—			—			—
Issuance of warrants for legal settlement		—		—		—		—		—		—		—		—		158			—			—			—			158
Financing fees		—		—		—		—		—		—		—		—		(327	)		—			—			—			(327	)
Stock-based compensation														—		—		888			—			—			—			888
Foreign currency translation adjustments		—		—		—		—		—		—		—		—		—			58			—			—			58
Net loss		—		—		—		—		—		—		—		—		—			—			(7,225	)		—			(7,225	)
Balance at March 31, 2024		—	$	—		—	$	—		—	$	—		3,572,679	$	1	$	92,212		$	11		$	(106,797	)	$	—		$	(14,573	)
Balance		—	$	—		—	$	—		—	$	—		3,572,679	$	1	$	92,212		$	11		$	(106,797	)	$	—		$	(14,573	)
Issuance of common shares and pre-funded warrants through April Public Offering, net of financing costs		—		—		—		—		—		—		1,323,250		—		4,822			—			—			—			4,822
Issuance of common stock per Convertible Note conversion		—		—		—		—		—		—		256,886		—		1,028			—			—			—			1,028
Issuance of common shares through May Inducement Offer, net of financing costs		—		—		—		—		—		—		1,069,800		—		1,818			—			—			—			1,818
Exercise of common stock warrants		—		—		—		—		—		—		50,000		—		100			—			—			—			100
Exercise of pre-funded warrants		—		—		—		—		—		—		196,500		—		2			—			—			—			2
Issuance of RSUs for liability settlement														—		—		105			—			—			—			105
Stock-based compensation														—		—		751			—			—			—			751
Foreign currency translation adjustments		—		—		—		—		—		—		—		—		—			(38	)		—			—			(38	)
Net loss		—		—		—		—		—		—		—		—		—			—			(5,767	)		—			(5,767	)
Balance at June 30, 2024		—	$	—		—	$	—		—	$	—		6,469,115	$	1	$	100,838		$	(27	)	$	(112,564	)	$	—		$	(11,752	)
Balance		—	$	—		—	$	—		—	$	—		6,469,115	$	1	$	100,838		$	(27	)	$	(112,564	)	$	—		$	(11,752	)
Exercise of common stock warrants		—		—		—		—		—		—		1,737,500		—		2,736			—			—			—			2,736
Issuance of common stock for liability settlement		—		—		—		—		—		—		120,847		—		282			—			—			—			282
Issuance of common stock for legal settlement		—		—		—		—		—		—		20,000		—		150			—			—			—			150
Issuance of common stock for Reverse Stock Split fractional shares		—		—		—		—		—		—		79,438		—		—			—			—			—			—
Issuance of common shares and warrants per subscription agreement		—		—		—		—		—		—		698,812		—		1,000			—			—			—			1,000
Issuance of common stock per Convertible Note conversion		—		—		—		—		—		—		184,810		—		211			—			—			—			211
Investment in Nova Cell		—		—		—		—		—		—		—		—		1,500			—			—			500			2,000
Stock-based compensation		—		—		—		—		—		—		—		—		691			—			—			—			691
Foreign currency translation adjustments		—		—		—		—		—		—		—		—		—			(47	)		—			—			(47	)
Net loss		—		—		—		—		—		—		—		—		—			—			(5,054	)		(15	)		(5,069	)
Balance at September 30, 2024		—	$	—		—	$	—		—	$	—		9,310,522	$	1	$	107,408		$	(74	)	$	(117,618	)	$	485		$	(9,798	)
Balance		—	$	—		—	$	—		—	$	—		9,310,522	$	1	$	107,408		$	(74	)	$	(117,618	)	$	485		$	(9,798	)



	Nine Months Ended September 30,
	2024			2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(18,061	)	$	(20,987	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		304			293
Amortization of right of use assets		838			599
Amortization of debt discount and financing costs		41			711
Stock-based compensation		2,331			3,623
Change in fair value of debt, other liabilities and derivatives		(276	)		43
Series B preferred stock financing costs		—			2,680
Debt extinguishment		—			471
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2,050			(1,867	)
Accounts payable		537			(7,655	)
Accrued expenses and other current liabilities		(1,285	)		697
Operating lease right of use liability		(750	)		(405	)
Net cash used in operating activities		(14,271	)		(21,797	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of machinery and equipment		(11	)		(515	)
Cash assumed in connection with the FLAG Merger		—			9
Security deposits		—			63
Net cash used in investing activities		(11	)		(443	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from April Public Offering		5,406			—
Proceeds from May Inducement Offer		2,140			—
Proceeds from exercise of common stock warrants		2,835			—
Proceeds from issuance of noncontrolling interest in Nova Cell		2,000			—
Proceeds from issuance of convertible notes payable		3,000			—
Proceeds from issuance of common shares and warrants per subscription agreement		1,000			—
Proceeds from issuance of promissory note		600			—
Proceeds from exercise of pre-funded warrants		2			—
Proceeds from exercise of stock options		—			281
Proceeds from issuance of Series B preferred stock		—			9,590
Related party proceeds from issuance of Series B preferred stock		—			14,907
Proceeds from Non-Redemption and PIPE Agreements		—			2,763
Related party proceeds from issuance of loan payable		200			—
Proceeds from simple agreements for future equity (SAFE)		—			2,760
Proceeds from issuance of term notes payable		—			1,250
Related party proceeds from issuance of term notes payable		—			2,000
Repayment of financing lease obligations		(63	)		(53	)
Repayment of convertible note payable		(1,500	)		—
Repayment of term notes payable		(300	)		—
Payment of debt issuance costs		(9	)		—
Payment of financing costs		(1,052	)		(1,496	)
Net cash provided by financing activities		14,259			32,002
Effect of exchange rate changes on cash		(29	)		13
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH		(52	)		9,775
CASH AND RESTRICTED CASH BALANCE:
At beginning of the period		2,167			590
At end of the period	$	2,115		$	10,365
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	124		$	34
Cash paid for income taxes	$	10		$	11
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES
Issuance of common stock in lieu of cash for services	$	311		$	344
Issuance of common stock in lieu of cash for SEPA commitment fee	$	81		$	—
Issuance of warrants for deferred compensation settlement in connection with FLAG Merger	$	158		$	705
Issuance of common stock for legal settlement		150			—
Issuance of convertible note for legal settlement	$	1,500		$	—
Financing fees included in accounts payable and accrued liabilities	$	289		$	—
Discount on convertible note payable	$	149		$	—
Deemed dividend on warrants	$	1,671		$	—
Issuance of common stock per conversion of convertible note	$	1,239		$	—
Issuance of RSUs for liability settlement	$	105		$	—
Issuance of common stock with term notes as interest paid in kind and other	$	—		$	272
Assumed liabilities from FLAG Merger	$	—		$	(6,808	)
Assumed warrant liability from FLAG Merger	$	—		$	(3,389	)
Issuance of common stock as a result of the FLAG Merger	$	—		$	56,090
Forward purchase agreement derivative asset	$	—		$	4,520
Deferred financing fees in connection with FLAG Merger	$	—		$	(2,604	)
Issuance of common stock upon conversion of convertible preferred stock	$	—		$	9,601
Issuance of SAFE in lieu of cash for services	$	—		$	166
Issuance of common stock for Calidi debt settlement in connection with FLAG Merger	$	—		$	2,234

	Level 1:	Quoted prices in active markets for identical assets and liabilities;

	Level 2:	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

	Level 3:	Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities, which require the reporting entity to develop its own assumptions.

	2024		2023 (1)
	September 30,
	2024		2023 ⁽¹⁾
Warrants for common stock		7,349		1,341
Earnout shares		1,800		1,800
Convertible notes payable		1,664		—
Employee stock options		906		966
Restricted stock units		38		—
Contingently issuable warrant⁽²⁾		—		—
Total common stock equivalents		11,757		4,107

(1)	Retroactively restated for reverse recapitalization.

(2)	The contingently issuable warrants were not included for purposes of calculating the number of diluted shares outstanding as of September 30, 2024, as the number of dilutive shares is based on a contingency not yet resolved as of period end and the contingently resulting number of dilutive shares is not determinable until the contingency is resolved.

	Level 1		Level 2		Level 3		Total
	September 30, 2024 (unaudited)
	Level 1		Level 2		Level 3		Total
Assets:
Restricted cash held in a money market account	$	218	$	—	$	—	$	218
Forward Purchase Agreement Derivative Asset included in other noncurrent assets		—		—		11		11
Total assets, at fair value	$	218	$	—	$	11	$	229
Liabilities:
Public Warrants	$	151	$	—	$	—	$	151
Private warrants		—		25		—		25
Total warrant liabilities, at fair value	$	151	$	25	$	—	$	176

	Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private warrants, at fair value
	Three Months Ended September 30, 2024
	Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private warrants, at fair value
Balance at July 1, 2024	$	(20	)	$	484		$	81
Change in fair value		9			(333	)		(56	)
Balance at September 30, 2024	$	(11	)	$	151		$	25

	Contingently convertible notes payable, including accrued interest, at fair value			SAFEs, at fair value			Series B convertible preferred stock, at fair value ⁽¹⁾			Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private Placement Warrants, at fair value
	Three Months Ended September 30, 2023
	Contingently convertible notes payable, including accrued interest, at fair value			SAFEs, at fair value			Series B convertible preferred stock, at fair value⁽¹⁾			Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private Placement Warrants, at fair value
Balance at July 1, 2023	$	1,629		$	34,517			7,632			—			—			—
Proceeds from issuance		—			—			19,347			—			—			—
Recognition of Forward Purchase Agreement Derivative Asset		—			—			—			(4,520	)		—			—
Warrants liability assumed at the close of the FLAG Merger as of September 12, 2023		—			—			—			—			2,990			497
Change in fair value		397			(5,654	)		(2,754	)		3,230			(460	)		(76	)
Conversion into Common Stock		(2,026	)		(28,863	)		(24,225	)		—			—			—
Balance at September 30, 2023	$	—		$	—			—			(1,290	)		2,530			421

	Contingently convertible notes payable, including accrued interest, at fair value			SAFEs, at fair value			Series B convertible preferred stock, at fair value⁽¹⁾			Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private Placement Warrants, at fair value
	Nine Months Ended September 30, 2023
	Contingently convertible notes payable, including accrued interest, at fair value			SAFEs, at fair value			Series B convertible preferred stock, at fair value⁽¹⁾			Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private Placement Warrants, at fair value
Balance at January 1, 2023	$	1,152		$	29,190			—			—			—			—
Balance	$	1,152		$	29,190			—			—			—			—
Proceeds from issuance		—			2,760			24,497			—			—			—
Recognition of Forward Purchase Agreement Derivative Asset		—			—			—			(4,520	)		—			—
Warrants liability assumed at the close of the FLAG Merger as of September 12, 2023		—			—			—			—			2,990			497
Issuance of SAFE in lieu of cash for advisory services		—			166			—			—			—			—
Loss at inception		—			—			2,412			—			—			—
Change in fair value		874			(3,253	)		(2,684	)		3,230			(460	)		(76	)
Conversion into Common Stock		(2,026	)		(28,863	)		(24,225	)		—			—			—
Balance at September 30, 2023	$	—		$	—			—			(1,290	)		2,530			421
Balance	$	—		$	—			—			(1,290	)		2,530			421

	September 30, 2024		December 31, 2023
Accrued compensation⁽¹⁾	$	1,681	$	1,720
Accrued vendor and other expenses		1,382		3,712
Accrued expenses and other current liabilities	$	3,063	$	5,432

	September 30, 2024		December 31, 2023
Prepaid expenses	$	101	$	485
Prepaid insurance		7		284
CIRM receivable		—		1,360
Other		216		225
Prepaid expenses and other current assets	$	324	$	2,354

	September 30, 2024			December 31, 2023
Machinery and equipment	$	2,282		$	2,263
Accumulated depreciation		(1,300	)		(993	)
Machinery and equipment, net	$	982		$	1,270

Related Party	Description of investment or transaction	September 30, 2024		December 31, 2023
Director A and Director E	Current term notes payable, net of discount, including accrued interest⁽¹⁾		2,631		278
AJC Capital and relative of Officer A	Accounts payable and accrued expenses⁽²⁾		29		104
Relative of Officer A	Loan Payable⁽⁶⁾		217		—
Director D	Former President and Chief Operating Officer⁽³⁾		449		495
Director A	Advisory services included in accrued expenses⁽⁴⁾		18		18
AJC Capital	Lease guaranty⁽⁵⁾		181		167
Director A	Noncurrent term notes payable including accrued interest⁽¹⁾		—		2,060
Director A	Other liabilities⁽⁸⁾		620		538
AJC Capital and Director A	Warrant Liability⁽⁷⁾		13		48

	September 30, 2024
	Unpaid Balance		Fair Value Measurements		Discount			Accrued Interest		Net Carrying Value
Convertible notes payable	$	1,800	$	—	$	(128	)	$	101	$	1,773
Term notes payable		2,200		—		—			673		2,873
Promissory note		600		—		—			22		622
Bridge loan payable		200		—		—			17		217
Total debt	$	4,800	$	—	$	(128	)	$	813	$	5,485
Less: current portion of long-term debt											(3,112	)
Long-term debt, net of current portion										$	2,373

Year Ending December 31:
2024 (October — December)	$	—
2025		2,400
2026		—
2027		600
2028 and thereafter		1,800
Plus: accrued interest		813
Less: Discount		(128	)
Total debt	$	5,485


	September 30, 2024		December 31, 2023
Common stock warrants outstanding		7,348,765		1,341,216
Common stock options issued and outstanding		906,122		787,087
Restricted stock units vested and unreleased		38,455		4,022
Shares available for future issuance under the 2023 Equity Incentive Plan		121,305		360,459
Shares reserved under the 2023 Employee Stock Purchase Plan		393,781		393,781
Common stock reserved for future issuance		8,808,428		2,886,565

	September 30, 2024		December 31, 2023
Private Warrants to purchase Common Stock		791,217		191,217
Public Warrants to purchase Common Stock		1,150,000		1,150,000
Warrants to purchase Restricted Shares		40,000		—
Placement Agent Warrants to purchase Common Stock		129,478		—
Series A Warrants to purchase Common Stock		1,401,635		—
Series B Warrants to purchase Common Stock		1,134,335		—
Series B-1 Warrants to purchase Common Stock		567,300		—
Series C-1 Warrants to purchase Common Stock		1,065,000		—
Series D Warrants to purchase Common Stock		1,069,800		—
Total		7,348,765		1,341,217

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding at January 1, 2024		1,341,217		$	115.00		4.72
Issued		40,000
Exercised		—
Cancelled		—
Outstanding at March 31, 2024		1,381,217		$	112.10		4.47
Issued		7,598,983
Exercised		(1,119,800	)
Cancelled		—
Outstanding at June 30, 2024		7,860,400		$	23.70		3.46
Issued		1,612,500
Exercised		(1,787,500	)
Cancelled		(336,635	)
Outstanding at September 30, 2024		7,348,765		$	22.39		3.81

	Number of Options Outstanding			Weighted Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2024		787		$	25.80		5.82	$	3
Options granted		209			1.90
Options exercised		—			—
Options forfeited or cancelled		(90	)		42.03
Outstanding at September 30, 2024		906		$	18.90		5.99	$	4
Exercisable at September 30, 2024		659		$	19.94		4.79	$	—

	Number of Units Outstanding		Weighted Average Grant-Date Fair Value
Balance at January 1, 2024		4	$	18.00
Granted		34	$	3.04
Vested and released		—	$	—
Balance at September 30, 2024		38	$	4.61
Vested and unreleased		38	$	4.61
Outstanding at September 30, 2024		38	$	4.61


	Nine months Ended September 30,
Cash paid for amounts included in the measurement of lease liabilities:	2024		2023
Operating cash flows from operating leases	$	1,068	$	1,325
Operating cash flows from financing leases		23		13
Financing cash flows from financing leases		63		53
Right-of-use assets obtained in exchange for new lease liabilities:
Operating lease	$	—	$	4,735

	Operating Leases			Financing Leases
Year Ending December 31,
2024 (October – December)	$	345		$	25
2025		1,426			91
2026		1,509			88
2027		526			51
2028		16			34
2029 and thereafter		—			—
Total minimum lease payments		3,822			289
Less: amounts representing interest		(498	)		(54	)
Present value of net minimum lease payments	$	3,324		$	235

	●	personnel and related expenses, including salaries, benefits and stock-based compensation expense for our research and development personnel;

	●	costs of funding research performed by third parties that conduct research and development and preclinical and clinical activities on our behalf;

	●	costs of manufacturing drug product and drug supply related to our current or future product candidates;

	●	costs of conducting preclinical studies and clinical trials of our product candidates;

	●	consulting and professional fees related to research and development activities, including equity-based compensation to non-employees;

	●	costs of maintaining our laboratory, including purchasing laboratory supplies and non-capital equipment used in our preclinical studies;

	●	costs related to compliance with clinical regulatory requirements;

	●	facility costs and other allocated expenses, which include expenses for rent and maintenance of facilities, insurance, depreciation and other supplies; and

	●	fees for maintaining licenses and other amounts due under our third-party licensing agreements.

	●	the scope, rate of progress, and expenses of our ongoing research activities as well as any preclinical studies and clinical trials and other research and development activities;

	●	establishing an appropriate safety profile;

	●	successful enrollment in and completion of clinical trials;

	●	whether our product candidates show safety and efficacy in our clinical trials;

	●	receipt of marketing approvals from applicable regulatory authorities;

	●	establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

	●	obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates;

	●	commercializing product candidates, if and when approved, whether alone or in collaboration with others; and

	●	continued acceptable safety profile of the products following any regulatory approval.

	Three Months Ended September 30,						Change
	2024			2023			$			%
Operating expenses:
Research and development	$	(2,153	)	$	(3,251	)	$	1,098			(34	)%
General and administrative		(3,073	)		(3,970	)		897			(23	)%
Total operating expenses		(5,226	)		(7,221	)		1,995			(28	)%
Loss from operations		(5,226	)		(7,221	)		1,995			(28	)%
Other income (expense), net
Total other income (expenses), net		156			5,208			(5,052	)		(97	)%
Loss before income taxes		(5,070	)		(2,013	)		(3,057	)		152	)%
Income tax provision		1			(11	)		12			(109	)%
Net loss	$	(5,069	)	$	(2,024	)	$	(3,045	)		150	%

	●	the costs of conducting preclinical studies and clinical trials;

	●	the costs of manufacturing;

	●	the scope, progress, results and costs of discovery, preclinical and clinical development, laboratory testing, and clinical trials for product candidates we may develop, if any;

	●	the costs, timing, and outcome of regulatory review of our product candidates;

	●	our ability to establish and maintain collaborations on favorable terms, if at all;

	●	the achievement of milestones or occurrence of other developments that trigger payments under any license or collaboration agreements we might have at such time;

	●	the costs and timing of future commercialization activities, including product sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval;

	●	the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;

	●	the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights, and defending intellectual property-related claims;

	●	our headcount growth and associated costs as we expand our business operations and research and development activities;

	●	the continuing impacts of the recent COVID-19 pandemic and geopolitical conflicts; and

	●	the costs of operating as a public company.

	●	we are presenting only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

	●	we will avail ourselves of the exemption from providing an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	we will avail ourselves of the exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”), regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis;

	●	we are providing reduced disclosure about our executive compensation arrangements; and

	●	we will not require nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments.