PTN 10-K

Palatin Technologies Inc (PTN)

10-K 2025-09-23 For: 2025-06-30

View Original

Added on April 06, 2026

Delaware		95-4078884
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

103 Carnegie Center Drive, Suite 300 Princeton, New Jersey		08852
(Address of principal executive offices)		(Zip Code)

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

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	36
Item 1C.	Cybersecurity	36
Item 2.	Properties	36
Item 3.	Legal Proceedings	37
Item 4.	Mine Safety Disclosures	37

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
Item 6.	[Reserved]	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	66
Item 9A.	Controls and Procedures	66
Item 9B.	Other Information	66
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	66

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	67
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	79
Item 13.	Certain Relationships and Related Transactions, and Director Independence	82
Item 14.	Principal Accountant Fees and Services	82

PART IV

Item 15.	Exhibits and Financial Statement Schedules	84
Item 16.	Form 10-K Summary	89

	·	our significant operating losses since our inception and our need to obtain additional financing has caused management to determine there is substantial doubt regarding our ability to continue as a going concern;

	·	our ability to obtain additional financing on terms acceptable to us, or at all, including unavailability of funds or delays in receiving funds as a result of economic disruptions;

	·	our expectation that we will incur losses for the foreseeable future and may never achieve or maintain profitability;

	·	our business, financial condition, and results of operations may be adversely affected by increases in costs of and delays in conducting human clinical trials and the performance of our contractors and suppliers, reduction in our productivity or the productivity of our contractors and suppliers, supply chain constraints, and labor shortages;

	·	whether Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”), which in August 2025 acquired certain Palatin patent applications to first-in-class melanocortin receptor-targeted peptides developed by Palatin, will be able to successfully develop a product for the treatment of retinal diseases, including diabetic retinopathy;

	·	whether Cosette Pharmaceuticals, Inc. (“Cosette”), which acquired our Vyleesi® (the trade name for bremelanotide for treatment of hyperactive sexual desire disorder in premenopausal women) product in December 2023, will have sufficient sales to generate significant milestone payments under our purchase agreement with Cosette;

	·	the results of clinical trials and the timing of regulatory submissions with our late-stage products, including co-administration of bremelanotide with tirzepatide, a GLP-1 agonist for treatment of obesity, which entered Phase 2 in the second quarter of calendar year 2024 and reported positive topline date in the first quarter of calendar year 2025; a novel once-weekly melanocortin receptor-4 (“MC4R”) peptide agonist for obesity indications, with an Investigational New Drug (“IND”) filing projected in the first quarter of calendar year 2026; PL7737, an oral small molecule MC4R agonist, with an IND filing projected in the first quarter of calendar year 2026; PL9643, an MCR agonist for dry eye disease, which successfully completed a Phase 3 clinical trial with a second Phase 3 clinical trial targeted for the first half of calendar year 2026; PL8177, an oral peptide formulation for treatment of ulcerative colitis, which reported positive topline data in a Phase 2 clinical trial proof-of-concept trial in the first quarter of 2025; and an MC4R agonist for diabetic nephropathy, which reported positive topline date in the fourth quarter of 2024;

	·	estimates of our expenses, future revenue and capital requirements;

	·	our ability to achieve profitability;

	·	our ability to advance product candidates into, and successfully complete, clinical trials;

	·	the initiation, timing, progress and results of future preclinical studies and clinical trials, and our research and development programs;

	·	the timing or likelihood of regulatory filings and approvals;

	·	our expectations regarding the clinical efficacy and utility of our melanocortin agonist product candidates for treatment of inflammatory and autoimmune related diseases and disorders, including ocular indications;

	·	our ability to compete with other products and technologies treating the same or similar indications as our product candidates;

	·	the ability of our contract manufacturers to perform their manufacturing activities for us in compliance with applicable regulations;

	·	our ability to recognize the potential value of our licensing arrangements with third parties;

	·	the potential to achieve revenues from the sale of our product candidates;

	·	our ability to obtain adequate reimbursement from private insurers and other healthcare payers;

	·	our ability to maintain product liability insurance at a reasonable cost or in sufficient amounts, if at all;

	·	the performance and retention of our management team, senior staff professionals, other employees, and third-party contractors and consultants;

	·	the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology in the United States and throughout the world;

	·	our compliance with federal and state laws and regulations;

	·	the timing and costs associated with obtaining regulatory approval for our product candidates;

	·	the impact of fluctuations in foreign exchange rates;

	·	the impact of any geopolitical instability, economic uncertainty, financial markets volatility, or capital markets disruption resulting from the ongoing military conflict between Russia and Ukraine, and any resulting effects on our revenue, financial condition, or results of operations;

	·	the impact of legislative or regulatory healthcare reforms in the United States;

	·	our ability to adapt to changes in global economic conditions as well as competing products and technologies; and

	·	our ability to remain listed on the NYSE American stock exchange and to have trading on the NYSE American stock exchange reinstated.

	·	Our management has determined that there is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

	·	We have a history of substantial net losses, including a net loss of $17.3 million for the year ended June 30, 2025, and expect to incur substantial net losses over the next few years, and we may never achieve or maintain profitability.

	·	We will need additional funding, including funding to complete clinical trials for our product candidates, which additional funding may not be available on acceptable terms, if at all.

	·	We have a limited operating history upon which to base an investment decision.

	·	Raising additional capital may cause dilution to existing stockholders, restrict our operations or require us to relinquish rights.

	·	Our product candidates, including a novel once-weekly peptide agonist, PL7737 oral small molecule MCR agonist, PL9643 for dry eye disease and PL8177 for the treatment of ulcerative colitis, are still in the early stages of development and remain subject to clinical testing and regulatory approval. If we are unable to successfully develop and test our product candidates, we will not be successful.

	·	If clinical trials for our product candidates are prolonged or delayed, we may be unable to commercialize our product candidates on a timely basis, which would require us to incur additional costs and delay our receipt of any revenue from potential product sales.

	·	Even if our product candidates receive regulatory approval in the United States, they may never achieve market acceptance in the United States or approval outside the United States, in which case our business, financial condition and results of operations will be materially adversely affected.

	·	If side effects emerge that can be linked to any of our product candidates (either while they are in development or after they are approved and on the market), we may be required to perform lengthy additional clinical trials, change the labeling of any such products, or withdraw such products from the market, any of which would hinder or preclude our ability to generate revenues.

	·	Our stock price is volatile and may fluctuate in a way that is disproportionate to our operating performance and we expect it to remain volatile, which could limit investors’ ability to sell stock at a profit.

	·	Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be our stockholders’ sole source of gains.

	·	As of September 19, 2025, there were 838,142 shares of common stock underlying outstanding convertible preferred stock, options, restricted stock units and warrants. Stockholders may experience dilution from the conversion of preferred stock, exercise of outstanding options and warrants and vesting and delivery of restricted stock units.

	·	Maintaining a team to create, develop and commercialize MCR products addressing unmet medical needs;

	·	Entering into strategic alliances and partnerships with pharmaceutical companies to facilitate the development, manufacture, marketing, sale, and distribution of product candidates that we are developing;

	·	Partially funding our product development programs with the cash flow generated from the sale of the Vyleesi product, including future milestone payments, as well as any future research, collaboration, or license agreements; and

	·	Completing development and seeking regulatory approval of certain of our other product candidates.

	·	completion of preclinical laboratory tests, preclinical animal testing and formulation studies;

	·	submission to the FDA of an IND, which must be in effect before clinical trials may commence;

	·	clinical studies to evaluate safety and efficacy;

	·	submission to the FDA of an NDA that includes preclinical data, clinical trial data and manufacturing information;

	·	payment of substantial user fees for filing the NDA and other recurring user fees;

	·	FDA review of the NDA;

	·	satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities; and

	·	FDA approval of the NDA, including approval of all product labeling.

	·	recordkeeping requirements;

	·	periodic reporting requirements;

	·	GMP requirements related to all stages of manufacturing, testing, storage, packaging, labeling and distribution of finished dosage forms of the product;

	·	monitoring and reporting of adverse experiences with the product; and

	·	advertising and promotional reporting requirements and restrictions.

	·	restrictions on the marketing or manufacturing of a product;

	·	Warning Letters or Untitled Letters from the FDA asking us, our collaborators or third-party contractors to take or refrain from taking certain actions;

	·	withdrawal of the product from the market;

	·	the FDA’s refusal to approve pending applications or supplements to approved applications;

	·	voluntary or mandatory product recall;

	·	fines or disgorgement of profits or revenue;

	·	suspension or withdrawal of regulatory approvals;

	·	refusals to permit the import or export of products;

	·	product seizure; and

	·	injunctions or the imposition of civil or criminal penalties.

	·	the federal Anti-Kickback Statute, which prohibits, among other things, any person or entity from knowingly and willfully offering, soliciting, receiving or providing any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce either the referral of an individual or in return for the purchase, lease, or order of any good, facility item or service, for which payment may be made, in whole or in part, under federal healthcare programs such as the Medicare and Medicaid programs;

	·	federal civil and criminal false claims laws and civil monetary penalty laws, including, for example, the federal civil False Claims Act, which impose criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

	·	the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created new federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private), knowingly and willfully embezzling or stealing from a health care benefit program, willfully obstructing a criminal investigation of a health care offense and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters;

	·	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, which impose obligations on covered entities, including healthcare providers, health plans, and healthcare clearinghouses, as well as their respective business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

	·	the federal physician sunshine requirements under the Patient Protection and Affordable Care Act (“Affordable Care Act”), which require manufacturers of drugs, devices, biologics and medical supplies to report annually to the Centers for Medicare & Medicaid Services information related to payments and other transfers of value provided to physicians and teaching hospitals, and ownership and investment interests held by physicians and their immediate family members; and

	·	state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payer, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments that may be provided to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

	·	the expense and timing of obtaining regulatory approvals for our other product candidates;

	·	the number and characteristics of any additional product candidates we develop or acquire;

	·	the scope, progress, results and costs of researching and developing our future product candidates, and conducting preclinical and clinical trials;

	·	the cost of commercialization activities if any future product candidates are approved for sale, including marketing, sales and distribution costs;

	·	the cost of manufacturing any future product candidates and any products we successfully commercialize;

	·	our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms and timing of such arrangements;

	·	the degree and rate of market acceptance of any future approved products;

	·	the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;

	·	any product liability or other lawsuits related to our products;

	·	the expenses needed to attract and retain skilled personnel;

	·	the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

	·	the timing, receipt and amount of sales of, or royalties on, future approved products, if any.

	·	continuing to conduct preclinical development and clinical trials;

	·	participating in regulatory approval processes;

	·	formulating and manufacturing products, or having third parties formulate and manufacture products;

	·	post-approval monitoring and surveillance of our products;

	·	conducting sales and marketing activities, either alone or with a partner; and

	·	obtaining additional capital.

	·	the ability to raise additional capital on acceptable terms, or at all;

	·	timely completion of our clinical trials, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the performance of third-party contractors;

	·	whether we are required by the FDA or similar foreign regulatory agencies to conduct additional clinical trials beyond those planned to support the approval and commercialization of our product candidates or any future product candidates;

	·	acceptance of our proposed indications and primary endpoint assessments relating to the proposed indications of our product candidates by the FDA and similar foreign regulatory authorities;

	·	our ability to demonstrate to the satisfaction of the FDA and similar foreign regulatory authorities, the safety and efficacy of our product candidates or any future product candidates;

	·	the prevalence, duration and severity of potential side effects experienced with our product candidates or future approved products, if any;

	·	the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;

	·	achieving and maintaining, and, where applicable, ensuring that our third-party contractors achieve and maintain, compliance with our contractual obligations and with all regulatory requirements applicable to our product candidates or any future product candidates or approved products, if any;

	·	the ability of third parties with whom we contract to manufacture clinical trial and commercial supplies of our product candidates or any future product candidates, remain in good standing with regulatory agencies and develop, validate and maintain commercially viable manufacturing processes that are compliant with the FDA’s current GMP regulations;

	·	a continued acceptable safety profile and efficacy during clinical development and following approval of our product candidates or any future product candidates;

	·	our ability to successfully commercialize our product candidates or any future product candidates in the United States and internationally, if approved for marketing, sale and distribution in such countries and territories, whether alone or in collaboration with others;

	·	acceptance by physicians and patients of the benefits, safety and efficacy of our product candidates or any future product candidates, if approved, including relative to alternative and competing treatments;

	·	our and our partners’ ability to establish and enforce intellectual property rights in and to our product candidates or any future product candidates;

	·	our and our partners’ ability to avoid third-party patent interference or intellectual property infringement claims; and

	·	our ability to develop, in-license or acquire additional product candidates or commercial-stage products that we believe can be successfully developed and commercialized.

	·	timely completion of, or need to conduct additional clinical trials and studies, for our product candidates, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the accurate and satisfactory performance of third-party contractors;

	·	the ability to demonstrate to the satisfaction of the FDA the safety and efficacy of future product candidates through clinical trials;

	·	whether we or our licensees are required by the FDA or other similar foreign regulatory agencies to conduct additional clinical trials to support the approval of Vyleesi and future product candidates;

	·	Cosette’s ability to successfully manufacture Vyleesi;

	·	Cosette’s success in educating physicians and patients about the benefits, administration and use of Vyleesi for HSDD;

	·	the prevalence and severity of adverse events experienced with Vyleesi for HSDD or any future product candidates or approved products;

	·	the adequacy and regulatory compliance of the autoinjector device, supplied by an unaffiliated third party, used as part of the Vyleesi combination product;

	·	the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;

	·	our ability to raise additional capital on acceptable terms to achieve our goals;

	·	achieving and maintaining compliance with all regulatory requirements applicable to Vyleesi for HSDD or any future product candidates or approved products;

	·	the availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing treatments;

	·	the effectiveness of our own or our future potential strategic collaborators’ marketing, sales and distribution strategy and operations;

	·	the ability to manufacture clinical trial supplies of any future product candidates and to develop, validate and maintain a commercially viable manufacturing process that is compliant with current GMP;

	·	Cosette’s ability to successfully commercialize Vyleesi for HSDD in the United States;

	·	our ability to successfully commercialize any future product candidates, if approved for marketing and sale, whether alone or in collaboration with others;

	·	our ability to enforce our intellectual property rights for any future product candidates;

	·	our ability to avoid third-party patent interference or intellectual property infringement claims;

	·	acceptance of Vyleesi for HSDD or any future product candidates, if approved, as safe and effective by patients and the medical community; and

	·	a continued acceptable safety profile and efficacy of Vyleesi for HSDD or any future product candidates following approval.

	·	timely completion of, or need to conduct additional clinical trials and studies, for our product candidates, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the accurate and satisfactory performance of third-party contractors;

	·	the ability to demonstrate to the satisfaction of the FDA or other regulatory agencies the safety and efficacy of future product candidates through clinical trials;

	·	Boehringer Ingelheim’s ability to successfully manufacture product candidates;

	·	the prevalence and severity of adverse events experienced with product candidates, approved products or any future product candidates;

	·	the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;

	·	the availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing treatments; and

	·	the ability to manufacture clinical trial supplies of any future product candidates and to develop, validate and maintain a commercially viable manufacturing process that is compliant with current GMP.

	·	lack of effectiveness of any product candidate during clinical trials or the failure of our product candidates to meet specified endpoints;
	·	failure to design appropriate clinical trial protocols;
	·	uncertainty regarding proper dosing;
	·	for injectable products, inability to develop or obtain a supplier for a suitable autoinjector device that meets the FDA’s medical device requirements;
	·	insufficient data to support regulatory approval;
	·	inability or unwillingness of medical investigators to follow our clinical protocols;
	·	inability to add a sufficient number of clinical trial sites; or
	·	the availability of sufficient capital to sustain operations and clinical trials.

	·	product approval or clearance;
	·	regulatory compliance;
	·	good manufacturing practices;
	·	intellectual property rights;
	·	product introduction; and
	·	marketing and competition.

	·	discovery of serious or unexpected toxicities or side effects experienced by study participants or other safety issues;

	·	slower than expected rates of subject recruitment and enrollment rates in clinical trials resulting from numerous factors, including the prevalence of other companies’ clinical trials for their product candidates for the same indication, or clinical trials for indications for which patients do not as commonly seek treatment;

	·	difficulty in retaining subjects who have initiated a clinical trial but may withdraw at any time due to adverse side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason;

	·	difficulty in obtaining IRB approval for studies to be conducted at each site;

	·	delays in manufacturing or obtaining, or inability to manufacture or obtain, sufficient quantities of materials for use in clinical trials;

	·	inadequacy of or changes in our manufacturing process or the product formulation or method of delivery;

	·	changes in applicable laws, regulations and regulatory policies;

	·	delays or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective contract research organizations (“CROs”), clinical trial sites and other third-party contractors;

	·	failure of our CROs or other third-party contractors to comply with contractual and regulatory requirements or to perform their services in a timely or acceptable manner;

	·	failure by us, our employees, our CROs or their employees or any partner with which we may collaborate or their employees to comply with applicable FDA or other regulatory requirements relating to the conduct of clinical trials or the handling, storage, security and recordkeeping for drug, medical device and biologic products;

	·	delays in the scheduling and performance by the FDA of required inspections of us, our CROs, our suppliers, or our clinical trial sites, and violations of law or regulations discovered in the course of FDA inspections;

	·	scheduling conflicts with participating clinicians and clinical institutions; or

	·	difficulty in maintaining contact with subjects during or after treatment, which may result in incomplete data.

	·	perceptions by members of the healthcare community, including physicians, about the safety and effectiveness of any such product;

	·	cost-effectiveness relative to competing products and technologies;

	·	availability of reimbursement for our products from third-party payers such as health insurers, HMOs and government programs such as Medicare and Medicaid; and

	·	advantages over alternative treatment methods.

	·	regulatory authorities may withdraw their approval of the product;

	·	we may be required to reformulate such products or change the way the product is manufactured;

	·	we may become the target of lawsuits, including class action suits; and

	·	our reputation in the marketplace may suffer resulting in a significant drop in the sales of such products.

	·	the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from soliciting, receiving, offering or providing remuneration, directly or indirectly, in return for or to induce either the referral of an individual for, or the purchase order or recommendation of, any item or services for which payment may be made under a federal health care program such as the Medicare and Medicaid programs;

	·	federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent;

	·	HIPAA, which created new federal criminal statutes that prohibit executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

	·	restrictions on the products or manufacturing process;

	·	warning letters;

	·	civil or criminal penalties;

	·	fines;

	·	injunctions;

	·	imposition of a Corporate Integrity Agreement requiring heightened monitoring of our compliance functions, overseen by outside monitors, and enhanced reporting requirements to, and oversight by, the FDA and other government agencies;

	·	product seizures or detentions and related publicity requirements;

	·	suspension or withdrawal of regulatory approvals;

	·	regulators or IRBs may not authorize us or any potential future collaborators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

	·	total or partial suspension of production; and

	·	refusal to approve pending applications for marketing approval of new product candidates.

	·	submission to the FDA of an IND application, which must become effective before clinical trials may begin, and which may be placed on “clinical hold” by the FDA, meaning the trial may not commence, or must be suspended or terminated prior to completion;

	·	performance of adequate and well-controlled Phase 1, 2 and 3 human clinical trials to establish the safety and efficacy of the drug for each proposed indication, and potentially post-approval or Phase 4 studies to further define the drug’s efficacy and safety, generally or in specific patient populations;

	·	submission to the FDA of an NDA that must be accompanied by a substantial “user fee” payment;

	·	FDA review and approval of the NDA before any commercial marketing or sale; and

	·	compliance with post-approval commitments and requirements.

	·	require changes to manufacturing methods;

	·	require recall, replacement or discontinuance of one or more of our products;

	·	require additional recordkeeping;

	·	limit or restrict our ability to engage in certain types of marketing or promotional activities;

	·	alter or eliminate the scope or terms of any currently available regulatory exclusivities; and

	·	restrict or eliminate our ability to settle any patent litigation we may bring against potential generic competitors.

	·	the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents;

	·	if and when patents will be issued;

	·	whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; and

	·	whether we will need to initiate litigation or administrative proceedings, which may be costly whether we win or lose.

	·	obtain licenses, which may not be available on commercially reasonable terms, if at all;

	·	redesign our products or processes to avoid infringement;

	·	stop using the subject matter claimed in the patents held by others;

	·	pay damages; or

	·	defend litigation or administrative proceedings, which may be costly, whether we win or lose, and which could result in a substantial diversion of our management resources.

	·	publicity regarding actual or potential clinical results relating to products under development by our competitors or us;

	·	delay or failure in initiating, completing or analyzing preclinical or clinical trials or unsatisfactory designs or results of these trials;

	·	interim decisions by regulatory agencies, including the FDA, as to clinical trial designs, acceptable safety profiles and the benefit/risk ratio of products under development;

	·	achievement or rejection of regulatory approvals by our competitors or by us;

	·	announcements of technological innovations or new commercial products by our competitors or by us;

	·	developments concerning proprietary rights, including patents;

	·	developments concerning our collaborations;

	·	regulatory developments in the United States and foreign countries;

	·	economic or other crises and other external factors;

	·	period-to-period fluctuations in our revenue and other results of operations;

	·	changes in the structure of healthcare payment systems or other actions that affect the effective reimbursement rates for treatment regimens containing our products;

	·	changes in financial estimates and recommendations by securities analysts following our business or our industry;

	·	sales of our common stock, or the perception that such sales could occur; and

	·	the other factors described in this “Risk Factors” section.

	·	78 shares issuable on the conversion of our immediately convertible Series A Preferred Stock, subject to adjustment, for no further consideration;

	·	61,816 shares issuable on the conversion of our immediately convertible Series D Preferred Stock, subject to adjustment, for no further consideration;

	·	44,233 shares issuable upon exercise of stock options with a weighted-average exercise price of $305.92 per share;

	·	12,570 shares issuable under restricted stock units which will vest on dates between June 24, 2026 and June 4, 2028, subject to the fulfillment of service or performance conditions;

	·	9,980 shares of common stock which have vested under restricted stock unit agreements, but are subject to provisions to delay delivery;

	·	1,333 shares of common stock issuable upon exercise of warrants at an exercise price of $625.00 per share, which expire on May 11, 2026;

	·	37,712 shares of common stock issuable upon exercise of Series B warrants at an exercise price of $94.00 per share. 5,228 Series B warrants expire on June 24, 2024 and 32,484 Series B warrants expire on July 25, 2030, the five-year anniversary from the date of stockholder approval;

	·	36,630 shares of common stock issuable upon exercise of common warrants at an exercise price of $273.00 per share, which expire on February 1, 2028;

	·	1,831 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s February 1, 2024 offering, with an exercise price of $341.25 per share, which expire on February 1, 2028;

	·	1,818 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s October 2022 offering, with an exercise price of $343.75 per share, which expire on of October 31, 2027;

	·	78,153 shares of common stock issuable upon exercise of Series C warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on December 17, 2029;

	·	2,358 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the October 2023 Offering, with an exercise price of $132.50 per share, which expire on October 20, 2028;

	·	39,076 shares of common stock issuable upon exercise of Series D warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval;

	·	93,760 shares of common stock issuable upon exercise of Series E warrants issued in the Company’s February 2025 Offering, with an exercise price of $50.00 per share, which expire on August 12, 2030;

	·	146,479 shares of common stock issuable upon exercise of Series F warrants issued in the Company’s May 2025 Offering, with an exercise price of $15.00 per share, which expire on May 8, 2030;

	·	102,720 shares of common stock issuable upon exercise of Series G warrants issued in the Company’s May 2025 Offering, with an exercise price of $7.50 per share, which expire on the earlier of the 31^st calendar day following the date the Company receives the U.S. Food and Drug Administration acceptance of the Company’s investigational new drug for an in-house obesity treatment compound (long-acting peptide or oral small molecule), provided that, if such date is not a trading day, the termination date shall be immediately following the trading day or May 8, 2027;

	·	43,759 shares of common stock issuable upon exercise of Series H warrants, which are only issued upon exercise of Series G warrants, with an exercise price of $11.25 per share, which expire 24 months from the date of issuance;

	·	123,636 shares of common stock issuable upon exercise of Series I warrants issued in the Company’s June 2025 Series D Convertible Preferred Stock Offering, with an exercise price of $5.50 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval; and

	·	65,433 shares of common stock available for future issuance under our 2011 Stock Incentive Plan.