aibioPlus Therapeutics (now Cerenome) says first-quarter 10-Q will be late over warrant accounting
Tickers CNSY
The company filed an NT 10-Q on May 15, 2025. It needs more time to account for warrants from a March 2025 private placement and expects lower stockholders' equity at March 31, 2025.
Key facts
- Company
- Cerenome, Inc. (NASDAQ: CNSY)
- News type
- Distress
- Primary source
- CERENOME, INC. Form NT 10-Q filed May 15, 2025 (SEC EDGAR)
Plus Therapeutics, Inc. told the Securities and Exchange Commission on May 15, 2025 that it cannot file its quarterly report on time. The company filed a notification of late filing on Form 12b-25, known as an NT 10-Q, for its Form 10-Q for the quarter ended March 31, 2025. The delay comes from unfinished accounting for warrants the company issued in a March 2025 private placement.
Why the report is late
Plus Therapeutics says it needs additional time to finalize the accounting treatment of common stock purchase warrants issued under a securities purchase agreement dated March 4, 2025. The agreement was among the company and the purchasers who signed it. The company calls the deal the "March 2025 PIPE Transaction."
Because of the open accounting question, the company says it is unable, without unreasonable effort or expense, to file the Form 10-Q by the prescribed due date of May 15, 2025. It says it is working diligently to complete the report as soon as possible.
What the 12b-25 form allows
Form 12b-25 is the SEC notice a company files when it cannot complete a periodic report by the deadline. Plus Therapeutics checked the Rule 12b-25(b) box. That part of the form says the reason for the delay could not be eliminated without unreasonable effort or expense, and that a quarterly report will be filed on or before the fifth calendar day following the prescribed due date.
In the form, the company also answers that all other periodic reports required during the preceding 12 months have been filed.
Expected effect on results
The company answers yes when asked whether it anticipates a significant change in results of operations from the same period of the last fiscal year. Plus Therapeutics says it currently anticipates recognizing a liability related to the issuance of the warrants in the March 2025 PIPE Transaction. As a result, it expects that total stockholders' equity as of March 31, 2025 will decrease relative to the prior periods in its fiscal year ended December 31, 2024.
The company says it has not completed a valuation of the warrant liability. It therefore cannot quantify the exact amount of the liability, the potential decrease to its net loss for the quarter ended March 31, 2025, or the corresponding decrease to stockholders' equity. In plain terms, the company expects to record the warrants as a liability and has not yet set the amount.
The March placement and the going concern warning
The 10-K describes the March 4, 2025 private placement as raising gross proceeds of approximately $15.0 million through 4,069,738 shares of common stock and 23,972,400 pre-funded warrants. Each share or pre-funded warrant came with a Series A common warrant and a Series B common warrant, each to purchase one share of common stock.
The same 10-K says uncertainties about funding operations for at least the next 12 months raise substantial doubt about the company's ability to continue as a going concern. As of December 31, 2024 it reported an accumulated stockholders' deficit of approximately $493.5 million, a working capital deficit of approximately $10.3 million, and approximately $3.6 million of cash and cash equivalents and short-term investments. It says it does not currently have sufficient liquidity for the next 12 months.
Nasdaq risk
Equity matters here because of listing rules. The 10-K says Nasdaq requires a $1.00 closing bid price and one of three alternatives, including at least $2.5 million in stockholders' equity. It says the company received a Nasdaq notice in March 2024 that it no longer complied with the minimum stockholders' equity requirement, and that on September 5, 2024 Nasdaq notified it that it had not regained compliance.
Who is involved
President & Chief Executive Officer Marc H. Hedrick, M.D. signed the notification on May 15, 2025 and is listed as the person to contact about it. The company's address in the form is Houston, TX.