Phio Pharmaceuticals Corp 10-K for FY2022

Phio Pharmaceuticals Corp. (PHIO)

10-K 2023-03-22 For: 2022-12-31

Added on April 10, 2026

About this 10-K

Phio Pharmaceuticals Corp filed this 10-K on March 22, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $11.48M; compared with a net loss of $13.29M a year earlier
Diluted EPS: -$10.10; compared with -$12.43 a year earlier

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		Page
PART I.
Item 1.	BUSINESS	2
Item 1A.	RISK FACTORS	15
Item 1B.	UNRESOLVED STAFF COMMENTS	27
Item 2.	PROPERTIES	27
Item 3.	LEGAL PROCEEDINGS	27
Item 4.	MINE SAFETY DISCLOSURES	27

PART II.
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	28
Item 6.	RESERVED	28
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	36
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	37
Item 9A.	CONTROLS AND PROCEDURES	37
Item 9B.	OTHER INFORMATION	38
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	38

PART III.
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	39
Item 11.	EXECUTIVE COMPENSATION	41
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	45
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	47
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	48

PART IV.
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	49
Item 16.	FORM 10-K SUMMARY	51

Signatures		52

	·	we are dependent on the success of our INTASYL™ technology platform, and our product candidates based on this platform, which is unproven and may never lead to approved and marketable products;
	·	our product candidates are in an early stage of development and we may fail, experience significant delays, never advance in clinical development or not be successful in our efforts to identify or discover additional product candidates, which may materially and adversely impact our business;
	·	we are dependent on collaboration partners for the successful development of our adoptive cell therapy product candidates;
	·	if we experience delays or difficulties in identifying and enrolling subjects in clinical trials, it may lead to delays in generating clinical data and the receipt of necessary regulatory approvals;
	·	topline data may not accurately reflect or may materially differ from the complete results of a clinical trial;
	·	we rely upon third parties for the manufacture of the clinical supply for our product candidates;
	·	we are dependent on the patents we own and the technologies we license, and if we fail to maintain our patents or lose the right to license such technologies, our ability to develop new products would be harmed;
	·	we will require substantial additional funds to complete our research and development activities;
	·	future financing may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse effect on our stockholders or may otherwise adversely affect our business; and
	·	the price of our common stock has been and may continue to be volatile.

	·	Ability to target a broad range of cell types and tissues;
	·	Ability to target both intracellular and extracellular protein targets;
	·	Efficient uptake by target cells, avoiding the need for assisted delivery;
	·	Sustained, or long-term, effect in vivo;
	·	Ability to target multiple genes in one drug product;
	·	Favorable clinical safety profile with local administration; and
	·	Readily manufactured under current good manufacturing practices.

	Pending Applications	Issued Patents
United States	9	46
Canada	6	4
Europe	12	39
Japan	9	16
Other Markets	11	14

	·	Delays in filing or acceptance of initial drug applications for our product candidates;

	·	Difficulty in securing centers to conduct clinical trials;

	·	Conditions imposed on us by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

	·	Problems in engaging IRBs to oversee trials or problems in obtaining or maintaining IRB approval of studies;

	·	Difficulty in enrolling subjects in conformity with required protocols or projected timelines;

	·	Third-party contractors failing to comply with regulatory requirements or to meet their contractual obligations to us in a timely manner;

	·	Our drug candidates having unexpected and different chemical and pharmacological properties in humans than in laboratory testing and interacting with human biological systems in unforeseen, ineffective or harmful ways;

	·	The need to suspend or terminate clinical trials if the participants are being exposed to unacceptable health risks;

	·	Insufficient or inadequate supply or quality of our product candidates or other necessary materials necessary to conduct our clinical trials;

	·	Effects of our product candidates not having the desired effects or including undesirable side effects or the product candidates having other unexpected characteristics;

	·	The cost of our clinical trials being greater than we anticipate;

	·	Negative or inconclusive results from our clinical trials or the clinical trials of others for similar product candidates or inability to generate statistically significant data confirming the efficacy of the product being tested;

	·	Changes in the FDA’s requirements for testing during the course of that testing;

	·	The impact from the ongoing coronavirus pandemic;

	·	Reallocation of our limited financial and other resources to other clinical programs; and

	·	Adverse results obtained by other companies developing similar drugs.

	·	To conduct research and development to successfully develop our product candidates;

	·	To obtain regulatory approval for our product candidates;

	·	To file and prosecute patent applications and to defend and assess patents to protect our technologies;

	·	To retain qualified employees, particularly in light of intense competition for qualified personnel;

	·	To manufacture products ourselves or through third parties;

	·	To market our products, either through building our own sales and distribution capabilities or relying on third parties; and

	·	To acquire new technologies, licenses or products.

	·	Announcements regarding the initiation or completion, and the results of preclinical studies and clinical trials of our product candidates;

	·	Announcements regarding clinical trial results or development announcements concerning our competitors product candidates;

	·	Regulatory or legal developments in the United States and other countries;

	·	The recruitment or departure of key personnel;

	·	The issuance of competitive patents or disallowance or loss of our patent rights;

	·	Our ability to raise additional capital and the terms on which additional capital is raised;

	·	To acquire new technologies, licenses or products;

	·	Natural disasters and calamities, including the coronavirus pandemic; and

	·	General economic, industry and market conditions.

	·	Authorize the issuance of “blank check” preferred stock that our Board could issue to increase the number of outstanding shares and to discourage a takeover attempt;

	·	Prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

	·	Provide that the Board is expressly authorized to adopt, alter or repeal our bylaws; and

	·	Establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

	Years Ended December 31,						Dollar
	2022			2021			Change
Operating expenses	$	11,462		$	13,511		$	(2,049	)
Operating loss		(11,462	)		(13,511	)		2,049
Net loss	$	(11,480	)	$	(13,287	)	$	1,807

		Page

Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Boston, Massachusetts; PCAOB ID# 243)		F-1
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021		F-3
Consolidated Statements of Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2022 and 2021		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021		F-5
Notes to Consolidated Financial Statements		F-6


	December 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	11,781		$	24,057
Restricted cash		50			50
Prepaid expenses and other current assets		615			620
Total current assets		12,446			24,727
Right of use asset		161			283
Property and equipment, net		183			133
Other assets		24			27
Total assets	$	12,814		$	25,170
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	779		$	283
Accrued expenses		1,025			2,660
Lease liability		135			125
Total current liabilities		1,939			3,068
Lease liability, net of current portion		35			170
Total liabilities		1,974			3,238
Commitments and contingencies (Footnote 8)		–			–
Temporary Equity Abstract
Series D Preferred Stock, $0.0001 par value; 1 and 0 shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021, respectively		2			–
Stockholders’ equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 1,139,024 and 1,127,917 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively		–			–
Additional paid-in capital		139,218			138,832
Accumulated deficit		(128,380	)		(116,900	)
Total stockholders’ equity		10,838			21,932
Total liabilities, preferred stock and stockholders’ equity	$	12,814		$	25,170


	Year Ended December 31,
	2022			2021
Operating expenses:
Research and development	$	7,012		$	8,886
General and administrative		4,450			4,625
Total operating expenses		11,462			13,511
Operating loss		(11,462	)		(13,511	)
Total other (expense) income, net		(18	)		224
Loss before income taxes		(11,480	)		(13,287	)
Provision for income taxes		–			–
Net loss	$	(11,480	)	$	(13,287	)
Net loss per common share:
Basic	$	(10.10	)	$	(12.43	)
Diluted	$	(10.10	)	$	(12.43	)
Weighted average number of common shares outstanding
Basic		1,136,566			1,069,234
Diluted		1,136,566			1,069,234


	Series D Preferred Stock				Common Stock					Additional Paid-in			Accumulated
	Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance at December 31, 2020		–	$	–		481,749		$	–	$	116,630		$	(103,613	)	$	13,017
Issuance of common stock, pre-funded warrants and warrants in connection with private placement, net of offering costs		–		–		368,405			–		12,669			–			12,669
Issuance of common stock in registered direct offering, net of offering costs		–		–		187,232			–		6,908			–			6,908
Issuance of common stock upon the exercise of warrants		–		–		90,276			–		2,146			–			2,146
Issuance of common stock upon vesting of restricted stock units		–		–		279			–		–			–			–
Shares withheld for payroll taxes		–		–		(24	)		–		(1	)		–			(1	)
Stock-based compensation expense		–		–		–			–		480			–			480
Net loss		–		–		–			–		–			(13,287	)		(13,287	)
Balance at December 31, 2021		–	$	–		1,127,917		$	–	$	138,832		$	(116,900	)	$	21,932
Issuance of common stock upon vesting of restricted stock units		–		–		14,043			–		–			–			–
Shares withheld for payroll taxes		–		–		(2,936	)		–		(28	)		–			(28	)
Issuance of preferred stock		1		2		–			–		–			–			–
Stock-based compensation expense		–		–		–			–		414			–			414
Net loss		–		–		–			–		–			(11,480	)		(11,480	)
Balance at December 31, 2022		1	$	2		1,139,024		$	–	$	139,218		$	(128,380	)	$	10,838


	Year Ended December 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(11,480	)	$	(13,287	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		71			75
Amortization of right of use asset		122			117
Non-cash stock-based compensation		414			480
Forgiveness of debt		–			(233	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		8			241
Accounts payable		496			(445	)
Accrued expenses		(1,635	)		1,310
Lease liability		(125	)		(116	)
Net cash used in operating activities		(12,129	)		(11,858	)
Cash flows from investing activities:
Cash paid for purchase of property and equipment		(121	)		(51	)
Net cash used in investing activities		(121	)		(51	)
Cash flows from financing activities:
Net proceeds from the issuance of common stock and warrants		–			19,577
Net proceeds from the exercise of warrants		–			2,146
Payments of taxes for net share settled restricted stock unit issuances		(28	)		(1	)
Net proceeds from the issuance of preferred stock		2			–
Net cash (used in) provided by financing activities		(26	)		21,722
Net (decrease) increase in cash and restricted cash		(12,276	)		9,813
Cash and restricted cash at the beginning of period		24,107			14,294
Cash and restricted cash at the end of period	$	11,831		$	24,107


	December 31,
	2022		2021
Cash	$	11,781	$	24,057
Restricted cash		50		50
Total cash and restricted cash	$	11,831	$	24,107

Schedule of estimated useful lives
Computer equipment	3 years
Machinery & equipment	5 years
Furniture & fixtures	5 years
Leasehold improvements	Lesser of remaining lease term or 5 years

Schedule of property and equipment
	December 31,
	2022			2021
Computer equipment	$	116		$	108
Machinery & equipment		1,077			1,035
Furniture & fixtures		119			49
Leasehold improvements		46			46
Total gross fixed assets		1,358			1,238
Less: accumulated depreciation and amortization		(1,175	)		(1,105	)
Property and equipment, net	$	183		$	133

Schedule of accrued expenses and other current liabilities
	December 31,
	2022		2021
Compensation and benefits	$	408	$	572
Professional fees		97		102
Research and development costs		501		1,986
Other		19		–
Total accrued expenses	$	1,025	$	2,660

Schedule of lease amounts recorded in balance sheet
	December 31,
	2022		2021
Assets
Right of use asset	$	161	$	283
Liabilities
Lease liability, current		135		125
Lease liability, non-current		35		170
Total lease liability	$	170	$	295
Lease Term and Discount Rate
Weighted average remaining lease term		1.25		2.25
Weighted average discount rate		4.70%		4.70%

Aggregate future minimum lease payments
2023	$	140
2024		35
Total lease payments		175
Less: Imputed interest		(5	)
Total operating lease liabilities (includes current portion)	$	170

Schedule of future cash payments for contractual license obligations
Year Ending December 31,
2023	$	100
2024		100
2025		100
2026		100
2027		100
Thereafter		200
Total	$	700

Summary of RSU activity
	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Unvested units at December 31, 2021		30,592		$	38.52
Granted		61,250			10.08
Vested		(14,043	)		39.72
Forfeited		(30,471	)		17.40
Unvested units at December 31, 2022		47,328		$	15.00

Summary of Stock Option Activity
	Total Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2021		208		$	40,822.80
Granted		–			–
Exercised		–			–
Unvested shares cancelled		(6	)		1,181.40
Vested shares cancelled		(61	)		93,016.68
Balance at December 31, 2022		141		$	19,761.12		5.18 years	$	–
Exercisable at December 31, 2022		141		$	19,761.12		5.18 years	$	–

Details of Stock-based Compensation Expense
	December 31,
	2022		2021
Research and development	$	154	$	117
General and administrative		260		363
Total stock-based compensation	$	414	$	480

Components of Federal and State Income Tax Expense
	Years Ended December 31,
	2022			2021
Current
Federal	$	–		$	–
State		–			–
Total current		–			–
Deferred
Federal		(1,733	)		(3,016	)
State		(553	)		(1,329	)
Total deferred		(2,286	)		(4,345	)
Valuation allowance		2,286			4,345
Total provision for income taxes	$	–		$	–

Schedule of effective income tax reconciliation
	Years Ended December 31,
	2022			2021
Federal statutory rate		21.0%			21.0%
State income taxes, net of federal benefit		7.4			8.5
Non-deductible expenses		(0.8)			0.2
Income tax credits		3.2			4.3
Valuation allowance		(30.8	)		(34.0	)
Effective tax rate		0.0%			0.0%

Schedule of deferred tax assets
	Years Ending December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	11,808		$	10,150
Tax credit carryforwards		1,227			946
Stock-based compensation		435			1,363
Capitalized research and development expenses		1,662			–
License fees		1,680			2,018
Lease liability		46			79
Other timing differences		120			169
Deferred tax assets		16,978			14,725
Deferred tax liabilities:
Right of use asset		(43	)		(76	)
Deferred tax liability		(43	)		(76	)
Valuation allowance		(16,935	)		(14,649	)
Net deferred tax asset	$	–		$	–

Schedule of antidilutive stock	December 31,
	2022		2021
Options to purchase common stock		141		208
Unvested restricted stock units		47,328		30,592
Warrants to purchase common stock		545,401		545,401
Total		592,870		576,201

Director Name and Year First Became a Director	Age	Position(s) with the Company
Robert J. Bitterman (2012)	72	President, Chief Executive Officer and Chairman of the Board of Directors
Patricia A. Bradford (2022)	72	Director
Geert Cauwenbergh, Dr. Med. Sc. (2012)	69	Director
Robert L. Ferrara (2019)	71	Director
Jonathan E. Freeman, Ph.D. (2017)	54	Director
Curtis A. Lockshin, Ph.D. (2013)	62	Director

Name and principal position	Year	Salary ($)	Stock awards ($)⁽¹⁾	Non-equity incentive plan compensation ($)⁽²⁾	All other compensation ($)⁽³⁾	Total ($)
Robert J. Bitterman ⁽⁴⁾	2022	77,885	31,464	–	31	109,380
President and Chief Executive Officer	2021	47,500	30,800	–	–	78,300
Geert Cauwenbergh, Dr. Med. Sc.⁽⁵⁾	2022	68,750	8,612	–	–	77,362
Former interim Principal Executive and Financial Officer	2021	27,500	30,800	–	–	58,300
Gerrit Dispersyn, Dr. Med. Sc.⁽⁶⁾	2022	178,514	108,511	–	202,744	489,769
Former President and Chief Executive Officer	2021	403,390	210,826	136,688	575	751,479

⁽¹⁾	The amounts shown reflect the grant date fair value of restricted stock units (“RSUs”) computed in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” for the indicated year.
⁽²⁾	The amounts shown reflect the annual cash bonus earned for performance for each respective year under the Company’s Incentive Bonus Program. The annual cash bonus for fiscal years 2022 and 2021 was paid in March of the subsequent year, respectively.
⁽³⁾	Represents amounts for the dollar value of life insurance premiums paid, except as noted in footnote 6 below.
⁽⁴⁾	Mr. Bitterman has served as a member of the Company’s Board of Directors since 2012 and served as the Company’s Interim Executive Chairman from September 2022 to February 2023 and was appointed as our President and Chief Executive Officer in February 2023. The amounts listed in fiscal year 2021 reflect the compensation paid to Mr. Bitterman as a member of our Board of Directors. The amounts listed in fiscal year 2022 reflect the compensation paid to Mr. Bitterman as a member of our Board of Directors, totaling $46,112, and as our Interim Executive Chairman, totaling $63,268.
⁽⁵⁾	Dr. Cauwenbergh has served as a member of the Company’s Board of Directors since 2012 and served as the Company’s interim Principal Executive and Financial Officer from May 2022 to September 2022. Dr. Cauwenbergh was paid $37,500 in compensation in fiscal year 2022 as the Company’s interim Principal Executive and Financial Officer, which is included within the “Salary” heading of the Summary Compensation Table. All other compensation listed in the Summary Compensation Table reflects the compensation paid to Dr. Cauwenbergh as a member of our Board of Directors.
⁽⁶⁾	Dr. Dispersyn served as the Company’s President and Chief Executive Officer from March 2019 to May 2022. Included within the “All Other Compensation” heading of the Summary Compensation Table is $202,500 in severance payments made to Dr. Dispersyn in connection with his termination consistent with and subject to the conditions set forth in his employment agreement.

⁽¹⁾	Value is based on the closing price of $4.46 of the Company’s common stock on December 31, 2022.
⁽²⁾	The equity awards granted to Mr. Bitterman vest in one installment on the first anniversary of the grant date.
⁽³⁾	The equity awards granted to Dr. Cauwenbergh from 2013 and 2018 vested over four years commencing on the first anniversary of the grant date. The equity award granted to Dr. Cauwenbergh in 2022 vests in one installment on the first anniversary of the grant date.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
Patricia A. Bradford		27,292		15,000		42,292
H. Paul Dorman⁽²⁾		16,667		8,612		25,279
Robert L. Ferrara		49,375		8,612		57,987
Jonathan E. Freeman, Ph.D.		31,250		8,612		39,862
Curtis A. Lockshin, Ph.D.		38,750		8,612		47,362

		Shares Beneficially Owned
Name and Address of Beneficial Owner		Number ⁽¹⁾		Percent of Class ⁽²⁾
*Greater than 5% Holders*
Intracoastal Capital LLC⁽³⁾			67,654		5.6%
*Directors and Named Executive Officers:*
Robert J. Bitterman ⁽⁴⁾			2,883		*
Patricia A. Bradford			–		*
Geert Cauwenbergh, Dr. Med. Sc.⁽⁵⁾			2,782		*
Robert Ferrara			2,500		*
Jonathan E. Freeman, Ph.D. ⁽⁶⁾			1,698		*
Curtis A. Lockshin, Ph.D. ⁽⁷⁾			1,702		*
All current directors and executive officers as a group (six persons)			11,565		1.02%

*	Indicates less than 1%.
⁽¹⁾	Represents shares of common stock held as of February 28, 2023 plus shares of common stock that may be acquired upon the exercise of options and warrants within 60 days of February 28, 2023.
⁽²⁾	Based on 1,137,318 shares of common stock that were issued and outstanding as of February 28, 2023. Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire them as of February 28, 2023, or within 60 days of February 28, 2023, are treated as outstanding only when determining the ownership and voting power for each person (or all directors and executive officers as a group).
⁽³⁾	Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 8, 2023 by Intracoastal Capital LLC (“Intracoastal”), Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”). Each of Intracoastal, Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership of 67,654 shares of common stock consisting of (i) 17,845 shares of common stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 19,271 shares of common stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iii) 30,538 shares of common stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”), and all such shares of common stock represented beneficial ownership of approximately 5.6% of the common stock, based on (1) 1,138,997 shares of common stock outstanding as of November 17, 2022, as reported by the Issuer, plus (2) 17,845 shares of common stock issuable upon exercise of Intracoastal Warrant 1, (3) 19,271 shares of common stock issuable upon exercise of Intracoastal Warrant 2 and (4) 30,538 shares of common stock issuable upon exercise of Intracoastal Warrant 3. The foregoing excludes (I) 4,625 shares of common stock issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the common stock and (II) 342 shares of common stock issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the common stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 72,621 shares of common stock. The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
⁽⁴⁾	Includes 5 stock options exercisable within 60 days of February 28, 2023.
⁽⁵⁾	Includes 46 stock options exercisable within 60 days of February 28, 2023.
⁽⁶⁾	Includes 1 stock option exercisable within 60 days of February 28, 2023.
⁽⁷⁾	Includes 5 stock options exercisable within 60 days of February 28, 2023.