Calidi Biotherapeutics, Inc 10-Q for FY2024 Q2

Calidi Biotherapeutics, Inc. (CLDI)

10-Q 2024-08-13 For: 2024-06-30

Added on April 12, 2026

About this 10-Q

Calidi Biotherapeutics, Inc filed this 10-Q on August 13, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

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

Net loss: $5.77M; compared with a net loss of $12.5M a year earlier
Diluted EPS: -$1.40; compared with -$14.24 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	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	62

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 3.	Defaults Upon Senior Securities	64
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	65
	Signatures	66

	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	836		$	1,949
Prepaid expenses and other current assets		789			2,354
Total current assets		1,625			4,303
NONCURRENT ASSETS
Machinery and equipment, net		1,061			1,270
Operating lease right-of-use assets, net		3,518			4,073
Other noncurrent assets		227			373
TOTAL ASSETS	$	6,431		$	10,019
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	4,460		$	2,796
Related party accounts payable		87			81
Accrued expenses and other current liabilities		3,236			4,896
Related party accrued expenses and other current liabilities		504			536
Term notes payable, net of discount, including accrued interest		233			529
Related party term notes payable, net of discount, including accrued interest		2,539			278
Related party bridge loan payable, including accrued interest		211			—
Related party other current liability		597			—
Finance lease liability, current		68			81
Operating lease right-of-use liability, current		1,117			1,035
Total current liabilities		13,052			10,232
NONCURRENT LIABILITIES
Operating lease right-of-use liability, noncurrent		2,461			3,037
Finance lease liability, noncurrent		180			216
Convertible notes payable, including accrued interest		1,925			—
Warrant liability		524			623
Related party warrant liability		41			48
Related party term notes payable, net of discount, including accrued interest		—			2,060
Other noncurrent liabilities		—			1,500
Related party other noncurrent liabilities		—			538
TOTAL LIABILITIES		18,183			18,254
Commitments and contingencies (Note 11)		-			-
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 330,000 shares authorized; 6,469 and 3,552 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		1			1
Additional paid-in capital		100,838			91,383
Accumulated other comprehensive loss, net of tax		(27	)		(47	)
Accumulated deficit		(112,564	)		(99,572	)
Total stockholders’ deficit		(11,752	)		(8,235	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,431		$	10,019

	2024			2023			2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(Unaudited)
OPERATING EXPENSES
Research and development	$	(2,167	)	$	(3,177	)	$	(4,910	)	$	(5,799	)
General and administrative		(3,605	)		(3,360	)		(7,614	)		(6,152	)
Total operating expense		(5,772	)		(6,537	)		(12,524	)		(11,951	)
Loss from operations		(5,772	)		(6,537	)		(12,524	)		(11,951	)
OTHER INCOME (EXPENSES), NET
Interest expense		(108	)		(98	)		(206	)		(165	)
Interest expense – related party		(165	)		(208	)		(320	)		(358	)
Interest expense		(165	)		(208	)		(320	)		(358	)
Change in fair value of debt, other liabilities, and derivatives		86			(1,074	)		(112	)		(2,100	)
Change in fair value of debt, other liabilities, and derivatives – related party		9			(2,773	)		8			(3,260	)
Change in fair value of debt, other liabilities, and derivatives		9			(2,773	)		8			(3,260	)
Series B preferred stock financing costs – related party		—			(2,680	)		—			(2,680	)
Grant income		181			889			181			1,580
Other income (expense), net		10			(16	)		(7	)		(21	)
Total other income (expenses), net		13			(5,960	)		(456	)		(7,004	)
LOSS BEFORE INCOME TAXES		(5,759	)		(12,497	)		(12,980	)		(18,955	)
Income tax provision		(8	)		(4	)		(12	)		(8	)
NET LOSS	$	(5,767	)	$	(12,501	)	$	(12,992	)	$	(18,963	)
Deemed dividend on warrants		(1,671	)		—			(1,671	)		—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(7,438	)	$	(12,501	)	$	(14,663	)	$	(18,963	)
Net loss per share; basic and diluted	$	(1.40	)	$	(14.24	)	$	(3.30	)	$	(21.75	)
Weighted average common shares outstanding; basic and diluted		5,328			878			4,442			872


	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			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Deficit
Balance at December 31, 2023		—	$	—		—	$	—		—	$	—		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 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	)
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 common pre-funded warrants		—		—		—		—		—		—		196,500		—		2			—			—			2
Issuance of RSUs for deferred compensation 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	)


	Six Months Ended June 30,
	2024			2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,992	)	$	(18,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		202			206
Amortization of right of use assets		550			341
Amortization of debt discount and financing costs		32			510
Stock-based compensation		1,639			2,514
Change in fair value of debt, other liabilities and derivatives		104			5,360
Series B preferred stock financing costs		—			2,680
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		1,582			(565	)
Accounts payable		1,142			(1,672	)
Accrued expenses and other current liabilities		(1,095	)		1,488
Operating lease right of use liability		(489	)		(179	)
Net cash used in operating activities		(9,325	)		(8,280	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of machinery and equipment		(5	)		(443	)
Security deposits, net		—			63
Net cash used in investing activities		(5	)		(380	)
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		100			—
Proceeds from exercise of pre-funded warrants		2			—
Proceeds from exercise of stock options		—			231
Related party proceeds from issuance of Series B preferred stock		—			5,150
Related party proceeds from issuance of loan payable		200			—
Proceeds from simple agreements for future equity (SAFE)		—			2,760
Proceeds from issuance of convertible notes payable		3,000			—
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		(45	)		(36	)
Repayment of convertible note payable		(1,500	)		—
Repayment of term notes payable		(300	)		—
Payment of debt issuance costs		(9	)		—
Payment of financing costs		(781	)		(989	)
Net cash provided by financing activities		8,213			10,366
Effect of exchange rate changes on cash		4			(10	)
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		(1,113	)		1,696
CASH AND RESTRICTED CASH BALANCE:
At beginning of the period		2,167			590
At end of the period	$	1,054		$	2,286
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	116		$	23
Cash paid for income taxes	$	6		$	8
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES
Issuance of common stock in lieu of cash for services	$	29		$	—
Issuance of common stock in lieu of cash for SEPA commitment fee	$	81		$	—
Issuance of warrants for legal settlement	$	158		$	—
Issuance of convertible note for legal settlement	$	1,500		$	—
Financing fees included in accounts payable and accrued liabilities	$	560		$	154
Discount on convertible note payable	$	149		$	—
Deemed dividend on warrants	$	1,671		$	—
Issuance of common stock per conversion of convertible note	$	1,028		$	—
Issuance of RSUs for liability settlement	$	105		$	—
Issuance of common stock with term notes as interest paid in kind and other	$	—		$	272
Purchase of equipment included in accounts payable and accrued liabilities	$	—		$	26
Issuance of SAFE in lieu of cash for services	$	—		$	166

	June 30, 2024		December 31, 2023
Cash	$	836	$	1,949
Restricted cash included within prepaid expenses and other current assets		100		100
Restricted cash included within other noncurrent assets		118		118
Total cash and restricted cash as shown in the unaudited condensed consolidated statements of cash flows	$	1,054	$	2,167

	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 ⁽⁵⁾
	Six Months Ended June 30,
	2024		2023 ⁽⁵⁾
Warrants for common stock		7,860		169
Earnout shares		1,800		—
Convertible notes payable		1,116		20
Employee stock options		848		978
Restricted stock units		38		—
Commitments to issue common stock⁽¹⁾		26		—
Founders convertible preferred stock		—		433
Series A1 convertible preferred stock		—		180
Series A2 convertible preferred stock		—		106
Series B convertible preferred stock		—		84
Contingently issuable warrants⁽²⁾		—		—
Contingently convertible SAFE agreements⁽³⁾		—		—
Contingently convertible notes payable⁽⁴⁾		—		—
Total common stock equivalents		11,688		1,970

(4)	The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as of June 30, 2023, as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, was not determinable until the contingency was resolved in September 2023. If the contingency were to have been resolved on those SAFEs as of June 30, 2023, the number of antidilutive shares that would have been excluded from dilutive loss per share, when applying the respective conversion ratio, is estimated as 0.3 million as of June 30, 2023. The contingently convertible SAFEs were converted in September 2023, per resolved contingency, and were therefore no longer outstanding at June 30, 2024.

(5)	Retroactively restated for reverse recapitalization.


	June 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		—		—		20		20
Total assets, at fair value	$	218	$	—	$	20	$	238
Liabilities:
Public Warrants	$	484	$	—	$	—	$	484
Private warrants		—		81		—		81
Total warrant liabilities, at fair value	$	484	$	81	$	—	$	565

		Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private warrants, at fair value
	Three Months Ended June 30, 2024
		Forward Purchase Agreement Derivative Asset, at fair value			Public Warrants, at fair value			Private warrants, at fair value
Balance at April 1, 2024		$	(57	)	$	598		$	99
Proceeds from issuance
Issuance of SAFE in lieu of cash for advisory services
Loss at inception
Change in fair value			37			(114	)		(18	)
Balance at June 30, 2024		$	(20	)	$	484		$	81

	Contingently issuable warrants, at fair value			Contingently convertible notes payable, including accrued interest, at fair value		SAFEs, at fair value		Series B convertible preferred stock, at fair value⁽¹⁾
	Three Months Ended June 30, 2023
	Contingently issuable warrants, at fair value			Contingently convertible notes payable, including accrued interest, at fair value		SAFEs, at fair value		Series B convertible preferred stock, at fair value⁽¹⁾
Balance at April 1, 2023	$	69		$	1,439	$	31,697	$	—
Balance	$	69		$	1,439	$	31,697	$	—
Proceeds from issuance		—			—		1,410		5,150
Issuance of SAFE in lieu of cash for advisory services		—					166		—
Loss at inception		—			—		—		2,412
Change in fair value		(69	)		190		1,244		70
Balance at June 30, 2023	$	—		$	1,629	$	34,517	$	7,632
Balance at June 30, 2023	$	—		$	1,629	$	34,517	$	7,632

	Six Months Ended June 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⁾
Balance at January 1, 2023	$	1,152	$	29,190	$	—
Balance	$	1,152	$	29,190	$	—

Proceeds from issuance		—		2,760		5,150
Issuance of SAFE in lieu of cash for advisory services		—		166		—
Loss at inception		—		—		2,412
Change in fair value		477		2,401		70
Balance at June 30, 2023	$	1,629	$	34,517	$	7,632
Balance	$	1,629	$	34,517	$	7,632

	June 30, 2024		December 31, 2023
Accrued compensation⁽¹⁾	$	1,676	$	1,720
Accrued vendor and other expenses		2,064		3,712
Accrued expenses and other current liabilities	$	3,740	$	5,432

	June 30, 2024		December 31, 2023
Prepaid expenses	$	140	$	485
Prepaid insurance		262		284
CIRM receivable		181		1,360
Other		206		225
Prepaid expenses and other current assets	$	789	$	2,354

	June 30, 2024			December 31, 2023
Machinery and equipment	$	2,245		$	2,263
Accumulated depreciation		(1,184	)		(993	)
Machinery and equipment, net	$	1,061		$	1,270

Related Party	Description of investment or transaction	June 30, 2024		December 31, 2023
AJC Capital, Director A, Director E, and executive officer’s family office	Current term notes payable, net of discount, including accrued interest⁽¹⁾		2,539		278
AJC Capital, Director D, and relative of Officer A	Accounts payable and accrued expenses⁽²⁾		132		104
Relative of Officer A	Loan Payable⁽⁶⁾		211		—
Director D	Former President and Chief Operating Officer⁽³⁾		441		495
Director A	Advisory services included in accrued expenses⁽⁴⁾		18		18
AJC Capital	Lease guaranty⁽⁵⁾		176		167
Director A	Noncurrent term notes payable including accrued interest⁽¹⁾		—		2,060
Director A	Other liabilities⁽⁸⁾		597		538
AJC Capital and Director A	Warrant Liability⁽⁷⁾		41		48
AJC Capital and Director A	Warrant Liability⁽⁷⁾		41		48

	June 30, 2024
	Unpaid Balance		Fair Value Measurements		Discount			Accrued Interest		Net Carrying Value
Convertible notes payable	$	2,000	$	—	$	(137	)	$	62	$	1,925
Term notes payable		2,200		—		—			572		2,772
Bridge loan payable		200		—		—			11		211
Total debt	$	4,400	$	—	$	(137	)	$	645	$	4,908
Less: current portion of long-term debt											(2,983	)
Long-term debt, net of current portion										$	1,925

Year Ending December 31:
2024 (July — December)	$	—
2025		2,400
2026		—
2027		—
2028 and thereafter		2,000
Plus: accrued interest		645
Less: Discount		(137	)
Total debt	$	4,908


Common stock warrants outstanding			7,860,400
Common stock options issued and outstanding			848,384
Restricted stock units vested and unreleased			38,455
Shares available for future issuance under the 2023 Equity Incentive Plan			205,264
Shares reserved under the 2023 Employee Stock Purchase Plan			393,781
Common stock reserved for future issuance			9,346,284

Private Warrants to purchase Common Stock			191,217
Public Warrants to purchase Common Stock			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			1,776,635
Series B Warrants to purchase Common Stock			1,509,335
Series C Warrants to purchase Common Stock			974,135
Series B-1 Warrants to purchase Common Stock			267,300
Series C-1 Warrants to purchase Common Stock			752,500
Series D Warrants to purchase Common Stock			1,069,800
			7,860,400

	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

	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		125			2.42
Options exercised		—			—
Options forfeited or cancelled		(64	)		52.68
Outstanding at June 30, 2024		848		$	20.39		5.99	$	6
Exercisable at June 30, 2024		635		$	19.17		5.00	$	1

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


	Six months Ended June 30,
Cash paid for amounts included in the measurement of lease liabilities:	2024		2023
Operating cash flows from operating leases	$	707	$	1,005
Operating cash flows from financing leases		16		9
Financing cash flows from financing leases		45		36
Right-of-use assets obtained in exchange for new lease liabilities:
Operating lease	$	—	$	4,714


	June 30,
	2024			2023
Operating leases
Right-of-use assets, net	$	3,518		$	4,576
Right-of-use lease liabilities, current	$	1,117		$	956
Right-of-use lease liabilities, noncurrent		2,461			3,546
Total operating lease liabilities	$	3,578		$	4,502
Financing Leases
Machinery and equipment, gross	$	598		$	423
Accumulated depreciation		(297	)		(211	)
Machinery and equipment, net	$	301		$	212
Current liabilities	$	68		$	70
Noncurrent liabilities		180			110
Total financing lease liabilities	$	248		$	180
Weighted average remaining lease term
Operating leases		2.7 years			3.7 years
Financing leases		3.6 years			3.1 years
Weighted average discount rate
Operating leases		11.7	%		11.8	%
Financing leases		12.09	%		8.7	%

	Operating Leases			Financing Leases
Year Ending December 31,
2024 (July – December)	$	715		$	49
2025		1,464			89
2026		1,507			86
2027		485			51
2028		3			34
2029 and thereafter		—			—
Total minimum lease payments		4,174			309
Less: amounts representing interest		(596	)		(61	)
Present value of net minimum lease payments	$	3,578		$	248

	●	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 June 30,						Change
	2024			2023			$			%
Operating expenses:
Research and development	$	(2,167	)	$	(3,177	)	$	1,010			(32	)%
General and administrative		(3,605	)		(3,360	)		(245	)		7	%
Total operating expenses		(5,772	)		(6,537	)		765			(12	)%
Loss from operations		(5,772	)		(6,537	)		765			(12	)%
Other income (expense), net
Total other income (expenses), net		13			(5,960	)		5,973			(100	)%
Loss before income taxes		(5,579	)		(12,497	)		6,738			(54	)%
Income tax provision		(8	)		(4	)		(4	)		100	%
Net loss	$	(5,767	)	$	(12,501	)	$	6,734			(54	)%

	●	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.