10-Q: Quarterly report [Sections 13 or 15(d)]
Published on May 14, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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Inhibitor Therapeutics, Inc.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
INHIBITOR THERAPEUTICS, INC.
CONDENSED BALANCE SHEETS
AS OF MARCH 31, 2025 AND DECEMBER 31, 2024
(Unaudited) March 31, 2025 |
December 31, 2024 |
|||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Prepaid expenses and other assets | ||||||||
Total current assets | ||||||||
Operating lease right-of-use assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | $ | ||||||
Accrued expenses and other liabilities | ||||||||
Current operating lease obligations | ||||||||
Total current liabilities | ||||||||
Deferred revenue | ||||||||
Operating lease obligations, less current portion | ||||||||
Total liabilities | ||||||||
Commitments and contingencies (Note 6) | ||||||||
Stockholders’ equity: | ||||||||
Series A preferred stock, $ | par value; shares authorized; shares issued and outstanding at March 31, 2025 and December 31, 2024||||||||
Series B convertible, redeemable, preferred stock, $ | par value; shares authorized; shares issued and outstanding at March 31, 2025 and December 31, 2024||||||||
Undesignated preferred stock, $ | par value; shares authorized; shares issued and outstanding at March 31, 2025 and December 31, 2024||||||||
Common stock, $ | par value; shares authorized; shares issued and outstanding at March 31, 2025 and December 31, 2024||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( |
) | ( |
) | ||||
Total stockholders’ equity | ||||||||
Total liabilities and stockholders’ equity | $ | $ |
See notes to condensed financial statements
1 |
INHIBITOR THERAPEUTICS, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTHS ENDED March 31, 2025 AND 2024
(Unaudited)
Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
Revenues: | $ | $ | ||||||
Expenses: | ||||||||
Research and development | ||||||||
General and administrative | ||||||||
Total expenses | ||||||||
Loss from operations | ( |
) | ( |
) | ||||
Other income: | ||||||||
Interest income | ||||||||
Net loss | $ | ( |
) | $ | ( |
) | ||
Basic and diluted net loss per share | $ | ) | $ | ) | ||||
Weighted average common stock shares outstanding – basic and diluted |
See notes to condensed financial statements
2 |
INHIBITOR THERAPEUTICS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
Common Stock |
Additional Paid-In |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance, January 1, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss | — | ( |
) | ( |
) | |||||||||||||||
Balances, March 31, 2025 | $ | $ | $ | ( |
) | $ |
Common Stock |
Additional Paid-In |
Accumulated |
Total Stockholders’ |
|||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance, January 1, 2024 | $ | $ | $ | ( |
) | $ | ||||||||||||||
Issuance of common stock under equity incentive plan | ||||||||||||||||||||
Stock-based compensation | — | |||||||||||||||||||
Net loss | — | ( |
) | ( |
) | |||||||||||||||
Balances, March 31, 2024 | $ | $ | $ | ( |
) | $ |
See notes to condensed financial statements
3 |
INHIBITOR THERAPEUTICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
Operating activities | ||||||||
Net loss | $ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock-based compensation | ||||||||
Non-cash lease expense | ||||||||
Changes in assets and liabilities: | ||||||||
Prepaid expenses | ( |
) | ( |
) | ||||
Accounts payable and other current liabilities | ( |
) | ( |
) | ||||
Net cash used in operating activities | ( |
) | ( |
) | ||||
Net change in cash and cash equivalents | ( |
) | ( |
) | ||||
Cash and cash equivalents at beginning of period | ||||||||
Cash and cash equivalents at end of period | $ | $ | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Operating right-of-use assets obtained in exchange for lease obligations | $ | $ |
See notes to condensed financial statements
4 |
INHIBITOR THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(Unaudited)
1. Corporate Overview
Overview
The accompanying condensed financial statements of the Company have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of March 31, 2025, and for all periods presented, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The accompanying condensed balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all information and footnotes required by GAAP for complete financial statements.
As used herein, the term “common stock” means the Company’s common stock, $
par value per share.
The results of operations for the three-month period ended March 31, 2025, are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Readers of this Quarterly Report are strongly encouraged to review the risk factors relating to the Company which are set forth in the 2024 Annual Report and the Company’s other filings with the SEC.
Nature of the Business
The Company is a pharmaceutical development company focused on developing and ultimately commercializing innovative therapeutics based on already approved active pharmaceuticals that have patent-protected methods of use and/or methods of delivery for patients with certain cancers and certain non-cancerous proliferation disorders. The Company has also explored and expects to continue to explore acquiring or licensing other innovative pre-clinical and clinical stage therapeutics addressing unmet needs for the treatment of cancer and other diseases based on repurposing active ingredients of already approved drugs.
The Company’s primary focus is on the development of therapies initially for basal cell carcinoma (“BCC”), prostate and lung cancers in the United States utilizing itraconazole, a drug currently approved by the U.S Food and Drug Administration (“FDA”) to treat fungal infections, and which has an extensive history of safe and effective use in humans. The Company has developed intellectual property and know-how related to the treatment of cancer patients using itraconazole. In particular, on December 12, 2023, the Company entered into an Exclusive License Agreement (the “Agreement”) with Johns Hopkins University (“JHU”). Pursuant to the Agreement, JHU granted to the Company the exclusive worldwide patent rights to a Granted US Patent, No. 8,980,930 entitled “New Angiogenesis Inhibitors” (the “Patent”). The Patent relates to the treatment of prostate cancer, BCC including basal cell carcinoma nevus syndrome (“BCCNS”), and lung cancer.
2. Liquidity and Management’s Plans
The Company is presently focused
on its business plan for developing and ultimately commercializing innovative therapeutics based on already approved active
pharmaceuticals that have patent-protected methods of use and/or methods of delivery. The Company expects to progress with the FDA
in 2025 with a new formulation of itraconazole (the API: Active Pharmaceutical Ingredient) developed with Avior Bio, Inc.
(“Avior”; see Note 4), coupled with a crossover PK trial to show that our formulation of itraconazole delivers comparable levels of
itraconazole as the SUBA Cap formulation used in prior clinical trials. As such, we expect to justify the conclusion that we can
submit an NDA without any required additional clinical trials. The current cash on hand, approximately $
5 |
INHIBITOR THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(Unaudited)
3. Summary of Significant Accounting Policies
Estimates
The preparation of condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Revenue Recognition
The Company currently has no ongoing source of revenue.
Miscellaneous income, including interest, is recognized when earned by the Company. Deferred revenue represents cash received for royalties
in advance of being earned. Such payments are reflected as deferred revenue until recognized under the Company’s revenue recognition
policy. Deferred revenue would be classified as current if management believes the Company will be able to recognize the deferred amount
as revenue within twelve months of the balance sheet date. Deferred revenue will be recognized when the product is sold and the royalty
is earned. Since all deferred revenue is related to the BCCNS product, which is yet to be approved by FDA, the Company has determined
that
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances in bank accounts in excess of Federal Deposit Insurance Corporation insured amounts. The Company continues to monitor the third-party depository institutions that hold the Company’s cash and limits its cash deposits to financial institutions with high credit standing.
Research and Development Expenses
Research and development (“R&D”) costs are expensed in the period in which they are incurred and include salaries, benefits and other related costs to support the Company’s R&D operations, amounts paid to third parties who conduct research and development activities on behalf of the Company, as well as the costs of discovery research, preclinical and clinical development, drug formulation and licensing payments. Upfront and advanced licensing payments for future use in R&D activities are recorded as prepaid expenses and are expensed as the related services are performed.
General and Administrative Expenses
General and administrative (“G&A”) expenses are expensed in the period in which they are incurred and include operating expenses not classified as R&D expenses, such as salaries, benefits, insurance, board of directors’ fees, travel costs, as well as fees for professional services related to accounting, tax and legal matters.
Stock-Based Compensation
The Company accounts for stock-based awards to employees and non-employees using a fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of restricted stock units issued are determined by the Company based predominantly on the trading price of the common stock on the date of grant. The fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes the expected term as the average of the weighted-average vesting term and the contract term. The risk-free rate is based on the U.S. Treasury yield.
6 |
INHIBITOR THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(Unaudited)
Income Taxes
Deferred tax assets and liabilities are recognized for future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that are expected to apply to the differences in the periods that they are expected to reverse.
Leases
The Company recognizes on its balance sheet right-of-use
assets and lease liabilities associated with lease agreements based on the present value of the future lease payments over the contractual
lease term using its incremental borrowing rate on the lease commencement date. The Company has elected not to recognize a lease liability
or right-of-use asset on the balance sheet for leases with an initial term of
Reclassifications
Certain prior year amounts have been reclassified to conform to current year presentation. The reclassifications relate to certain expenses incurred by the Company that were reclassified from G&A expenses to R&D expenses to better align with the nature of the expenditures. The reclassifications had no impact on the Company’s previously reported financial position, results of operations or cash flows.
Recent accounting pronouncements
Management has considered all recent accounting pronouncements issued, but not effective, and does not believe that any will have a material impact on the Company’s results of operations or financial position.
4. Related Party Transactions
The Company has engaged Avior, which is currently
creating a novel formulation of itraconazole from which results are expected in the third quarter of 2025. Avior is a privately held drug
development company whose President and Chairman of the Board, Niraj Vasisht, is a member of the Company’s Board of Directors. Upon
finalization of the formulation, Avior will conduct a pharmacokinetic (PK) crossover study to the generic formulation and the formulation
that was used within the HP2001 study in preparation for a new IND and NDA. Given all formulations consist of the same active pharmaceutical
ingredients (API), it is expected that the Company’s new, novel formulation will have extremely similar properties to the formulation
used in the HP2001 clinical study. During the three months ended March 31, 2025 and 2024, the Company did
5. Stockholders’ Equity
Employee Stock Plans
During the three months ended March 31, 2024, the Company granted
restricted shares of common stock with an aggregate grant date fair value of approximately $ million to the members of the Board of Directors under the equity incentive plan. The shares of common stock were fully vested upon issuance but are restricted from trading for a period of one year from the date of grant. There were grants of restricted common stock during the three months ended March 31, 2025.
During the three months ended March 31, 2024, the Company issued
common stock options with an exercise price of $ per share and a grant date fair value of $ per share. The aggregate fair value of the options issued was approximately $ million, as determined by using the Black-Scholes valuation model. The assumptions used to estimate the fair value of the options issued during the period were as follows: risk-free interest rate: %; expected term: ; expected volatility: %; and dividend yield. The options are fully vested upon issuance and the contractual terms expire in 2034. There were common stock options issued during the three months ended March 31, 2025.
7 |
INHIBITOR THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(Unaudited)
As of March 31, 2025, there were
outstanding common stock options under the Company’s equity incentive plan of which % were vested. There was no unamortized stock-based compensation as of March 31, 2025. The weighted-average remaining contractual life, weighted-average exercise price per share and the aggregate intrinsic value of the outstanding common stock options as of March 31, 2025 were years, $ and approximately $ million, respectively.
6. Commitments and Contingencies
Legal Proceedings
The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. The Company is not currently the subject of any pending legal proceedings.
7. Leases
During the three months ended March 31, 2025, the Company executed a lease agreement for office space utilized by finance and operations staff. The lease term is three years with a commencement date of March 1, 2025 with no renewal options available. Previously, the Company leased office space under a short-term lease agreement used for the same purpose, which expired on March 31, 2025.
The components of lease costs were as follows:
Three months ended March 31, | ||||||||
2025 | 2024 | |||||||
Operating lease cost | $ | $ | ||||||
Short-term lease cost |
Supplemental information relating to leases was as follows:
Three months ended March 31, | ||||||||
2025 | 2024 | |||||||
Cash paid for amounts included in measurement of lease obligations: | ||||||||
Operating cash flows related to operating lease | $ | $ |
Weighted average remaining lease terms and discount rates were as follows:
As of March 31, | ||||||||
2025 | 2024 | |||||||
Operating lease: | ||||||||
Remaining lease term | - | |||||||
Discount rate | % |
Future minimum lease payments under non-cancelable operating lease agreement as of March 31, 2025 were as follows:
Remainder of 2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
Total undiscounted minimum lease payments | ||||
Less: imputed interest | ( |
) | ||
Present value of lease obligations | $ |
The Company has entered into an agreement with a third party to share the utilization of the leased office space and the related costs associated with the use of the space, which require the Company to be reimbursed by the third party for 50% of all rent payments due under the lease. Despite this arrangement, the Company has not been relieved of its primary obligations under the lease agreement and as a result, the contractual lease payments in the table above as well as the right-of-use asset and lease obligation balances recognized on the balance sheet do not reflect any reductions for the reimbursement of lease costs from the third party.
8 |
INHIBITOR THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024
(Unaudited)
8. Segment Information
The Company operates in one reportable segment related to the development and commercialization of therapeutics. The chief operating decision maker for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a single reportable and operating segment structure. The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.
The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies within Note 3. The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that is also reported on the income statement as net loss. The measure of segment assets is reported on the balance sheets as total assets.
The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.
Three Months Ended March 31, | ||||||||
2025 | 2024 | |||||||
Revenues | $ | $ | ||||||
Less: | ||||||||
Research and development | ||||||||
General and administrative | ||||||||
Loss from operations | ( |
) | ( |
) | ||||
Plus: | ||||||||
Interest income | ||||||||
Net loss | $ | ( |
) | $ | ( |
) |
9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Financial Statements and Notes thereto included elsewhere in this Quarterly Report. This discussion and analysis contains certain forward-looking statements that involve risks, uncertainties and assumptions. Actual results and the timing of certain events may differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those which are not within our control.
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise indicated, the terms “the Company”, “we”, “us”, “our” and similar terminology refer to Inhibitor Therapeutics, Inc.
Background of Our Company
We are a pharmaceutical development company that is focused on developing and ultimately commercializing innovative therapeutics based on already approved active pharmaceuticals that have patent-protected methods of use and/or methods of delivery for patients with certain cancers and certain non-cancerous proliferation disorders. We also have explored and expect to continue to explore acquiring or licensing other innovative pre-clinical and clinical stage therapeutics addressing unmet needs for the treatment of cancer and other diseases based on repurposing active ingredients of already approved drugs.
Our current primary focus is on the development of therapies initially for basal cell carcinoma nevus syndrome (“BCCNS”), prostate and lung cancers in the United States utilizing itraconazole, a drug currently approved by the U.S. Food and Drug Administration (“FDA”) to treat fungal infections, and which has an extensive history of safe and effective use in humans. We have developed intellectual property and know-how related to the treatment of cancer patients using itraconazole.
On December 12, 2023, we entered into an Exclusive License Agreement (the “Agreement”) with Johns Hopkins University (“JHU”). Pursuant to the Agreement, JHU granted to our Company the exclusive worldwide patent rights to a Granted US Patent, No. 8,980,930 entitled “New Angiogenesis Inhibitors” (the “Patent”). The Patent relates to the treatment of prostate cancer, basal cell carcinoma (“BCC”) including BCCNS, and lung cancer.
In May 2024, we formally requested a Type-B, pre-investigational new drug application (“pre-IND”) meeting with the FDA to obtain feedback on the overall drug development and regulatory plan to use itraconazole for the treatment of BCC tumors in BCCNS patients, for which we have engaged the services of external experts in the field to assist with the process. Our Phase IIb clinical study (HP2001) uses a novel formulation of itraconazole, which we reference in our pre-IND submission.
The Company was granted a meeting in June 2024 with the Dermatology Division of the FDA, which we subsequently cancelled (with acknowledgement from the FDA), as we believed it required input from the FDA’s Division of Oncology. Additionally, the FDA required further understanding of the right of use to the HP2001 study to further discuss some of the Pre-IND questions. The FDA has agreed to consult the Division of Oncology as necessary and we believe we have provided sufficient information around the right of use to proceed with our Pre-IND.
We have engaged Avior Bio, Inc. (“Avior”), which is currently creating a novel formulation of itraconazole from which results are expected in the third quarter of 2025. Avior is a privately held drug development company whose President and Chairman of the Board, Niraj Vasisht, is a member of the Company’s Board of Directors. Upon finalization of the formulation, Avior will conduct a pharmacokinetic (PK) crossover study of the generic formulation and the formulation that was used within the HP2001 study in preparation for a new IND and NDA. Given all formulations consist of the same active pharmaceutical ingredients (API), it is expected that the Company’s new, novel formulation will have extremely similar properties to the formulation used in the HP2001 clinical study.
Critical Accounting Policies
Our critical accounting policies require management to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. These estimates are based on historical experience, the advice of external experts or on other assumptions management believes to be reasonable. Where actual amounts differ from estimates, revisions are included in the results for the period in which actual amounts become known. Historically, differences between estimates and actual amounts have not had a significant impact on our financial statements. Critical accounting policies and estimates used to prepare the financial statements are discussed with the Audit Committee of our Board of Directors as they are implemented and on an annual basis.
We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2024 Annual Report.
10 |
Results of Operations
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024
Research and Development Expenses. We incurred $0.2 million and $0.3 million of research and development expenses during the three months ended March 31, 2025, and March 31, 2024, respectively. The expenses are primarily internal personnel costs, consisting of salaries, benefits and other related costs, as well as amounts paid to third parties to support our research and development activities. The slight decrease quarter-over-quarter was the result of a reduction in the internal personnel costs classified as research and development expenses. Despite this slight decrease during the current period, we expect research and development expenses to increase in the future, depending on the results from our upcoming FDA meeting.
General and Administrative Expenses. We incurred approximately $0.4 million and $0.5 million in general and administrative expenses during the three months ended March 31, 2025 and March 31, 2024, respectively. During the three months ended March 31, 2025, and March 31, 2024, general and administrative expenses were composed primarily of compensation costs of $0.2 million and $0.3 million, respectively, while professional services fees remained consistent quarter-over-quarter at $0.1 million and insurance costs remained consistent quarter-over-quarter at $0.1 million, with the overall reduction in general and administrative expenses primarily the result of a reduction in compensation costs.
Interest income. We earned approximately $0.04 million and $0.1 million of interest income during the three months ended March 31, 2025 and March 31, 2024, respectively. The interest income is generated from deposits held in our depository accounts and the decrease of $0.06 million quarter-over-quarter is the result of less deposits within our money market account during the current period.
Liquidity and Capital Resources
We are presently focused on our business plan for developing and ultimately commercializing innovative therapeutics based on already approved active pharmaceuticals that have patent-protected methods of use and/or methods of delivery. We expect to progress with the FDA to reach a conclusion on whether any additional clinical trials are required before submitting our New Drug Application (NDA). Our current cash on hand, approximately $4.3 million as of March 31, 2025, is sufficient to continue to execute our business plan as currently anticipated, without another required clinical trial. Based on our current operational plan and budget, we expect that we will have sufficient cash to manage our business and continue to pursue the FDA process for the BCCNS product (without further clinical trials) and explore other drug development opportunities. Once we determine our requirements for the BCCNS NDA, we will assess capital requirements for additional opportunities, at which time we will consider raising additional capital in the public market.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
None.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, the Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer (the “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a–15I and 15d–15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.
Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective.
11 |
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our first fiscal quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (and the “Liquidity and Capital Resources” section thereof) and elsewhere may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to our plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties, including those detailed in our filings with the SEC. Actual results, including, without limitation: (i) our ability to develop and ultimately commercialize therapeutics, (ii) results from discussions with the FDA, or (iii) the application and availability of corporate funds and our need for future funds. Such forward-looking statements also involve other factors, some of which are outside of our control, which may cause our actual results, performance or achievements to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to fluctuate significantly. Such factors include, among others:
● | acceptance of our business model by investors and potential commercial collaborators; | |
● | our future capital requirements and our ability to satisfy our capital needs; | |
● | our ability to commence and complete required clinical trials of our product candidates and obtain approval from the FDA or other regulatory agencies in different jurisdictions; | |
● | our ability to secure and maintain key development and commercialization partners for our product candidates; | |
● | our ability to obtain, maintain or protect the validity of our owned or licensed patents and other intellectual property; | |
● | our ability to internally develop, acquire or license new inventions and intellectual property; | |
● | our ability to retain key executive members; | |
● | interpretations of current laws and the passages of future laws, rules and regulations applicable to our business; and | |
● | those risk factors listed under Item 1A of our 2024 Annual Report and other factors detailed from time to time in our other filings with the SEC. |
Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. The Company is not currently the subject of any pending legal proceedings.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
Number | Description | |
31.1 | Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302 | |
31.2 | Certification of Interim Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302 | |
32.1 | Certification Pursuant To 18 U.S.C. Section 1350 (*) | |
32.2 | Certification Pursuant To 18 U.S.C. Section 1350 (*) | |
101.ins | XBRL Instance Document | |
101.sch | XBRL Taxonomy Extension Schema Document | |
101.cal | XBRL Taxonomy Calculation Linkbase Document | |
101.def | XBRL Taxonomy Definition Linkbase Document | |
101.lab | XBRL Taxonomy Label Linkbase Document | |
101.pre | XBRL Taxonomy Presentation Linkbase Document | |
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL. | |
* | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INHIBITOR THERAPEUTICS, INC. | ||
Date: May 14, 2025 | By: | /s/ Francis E. O’Donnell |
Francis E. O’Donnell | ||
Chief Executive Officer (Principal Executive Officer) |
||
Date: May 14, 2025 | By: | /s/ James A. McNulty |
James A. McNulty | ||
Interim Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) |
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