nexi-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

______________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40045

______________________

NEXIMMUNE, INC.

(Exact Name of Registrant as Specified in its Charter)

______________________


Delaware		42-2518457
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

9119 Gaither Road
Gaithersburg,	MD	20877
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 825-9810

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

NEXI

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 15, 2024, the registrant had 1,371,051 shares of common stock, $0.0001 par value per share, outstanding.


			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I -	FINANCIAL INFORMATION		2
	Item 1.	Financial Statements	2
		Balance sheets (unaudited)	2
		Statements of Operations (unaudited)	3
		Statements of Changes in Stockholders’ Equity (unaudited)	4
		Statements of Cash Flows (unaudited)	5
		Notes to Unaudited Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
	Item 4.	Controls and Procedures	29
PART II -	OTHER INFORMATION		31
	Item 1.	Legal Proceedings	31
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	31
SIGNATURES			33


	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,452,898	$	3,202,452
Restricted cash	20,000		20,000
Assets held for sale	979,915		1,444,043
Prepaid expenses and other current assets	589,210		734,464
Total current assets	6,042,023		5,400,959
Property and equipment, net	1,237,989		1,352,901
Operating lease right-of-use assets	—		46,716
Other non-current assets	1,710,601		1,793,373
Total assets	$	8,990,613	$	8,593,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	771,614	$	1,336,318
Accrued expenses	3,862,694		3,679,105
Operating lease liabilities, current	—		68,809
Total current liabilities	4,634,308		5,084,232
Warrant liability	1,389,543		—
Total liabilities	6,023,851		5,084,232
Commitments and contingencies
Contingently redeemable warrants	224,189		—
Stockholders’ equity
Common Stock, $0.0001 par value per share, 250,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 1,371,051 and 1,066,320 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.	137		2,646
Additional paid-in-capital	228,413,756		226,101,118
Accumulated deficit	(225,671,320)		(222,594,047)
Total stockholders’ equity	2,742,573		3,509,717
Total liabilities and stockholders’ equity	$	8,990,613	$	8,593,949


	Three Months Ended March 31,
	2024		2023
Operating expenses:
Research and development	$	744,023	$	6,124,044
General and administrative	2,013,443		3,701,365
Total operating expenses	2,757,466		9,825,409
Loss from operations	(2,757,466)		(9,825,409)
Other income (expense):
Interest income	14,790		274,738
Change in fair value of warrant liability	1,420,839		—
Loss on issuance of common stock and warrants	(1,111,614)		—
Offering costs	(740,836)		—
Other income (expense)	97,014		(14,406)
Other income, net	(319,807)		260,332
Net loss	$	(3,077,273)	$	(9,565,077)
Basic and diluted per common share	$	(2.46)	$	(9.17)
Basic and diluted weighted-average number of common shares outstanding	1,250,498		1,043,138


			Stockholders’ Equity
			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Contingently redeemable warrants		Shares	Amount
Balance at January 1, 2024	$	—	1,066,320	$	2,646	$	226,101,118	$	(222,594,047)	$	3,509,717
Issuance of common stock and placement agent warrant	—		117,000	11		212,766		—		212,777
Issuance and exercise of pre-funded warrants	—		187,731	19		1,973,221		—		1,973,240
Reclass warrants to temporary equity	224,189					(224,189)				(224,189)
Adjustment due to reverse split	—		—	(2,539)		2,539		—		—
Stock-based compensation	—		—	—		348,301		—		348,301
Net loss	—		—	—		—		(3,077,273)		(3,077,273)
Balance at March 31, 2024	224,189		1,371,051	$	137	$	228,413,756	$	(225,671,320)	$	2,742,573

Balance at January 1, 2023	$	—	1,043,138	$	2,608	$	222,547,530	$	(190,249,654)	$	32,300,484
Stock-based compensation	—		—	—		842,446		—		842,446
Net loss	—		—	—		—		(9,565,077)		(9,565,077)
Balance at March 31, 2023	$	—	1,043,138	$	2,608	$	223,389,976	$	(199,814,731)	$	23,577,853


	March 31, 2024		December 31, 2023
Cash and cash equivalents:
Cash and cash equivalents	$	4,452,898	$	3,202,452



Restricted cash	20,000		20,000
Total cash, cash equivalents, and restricted cash	$	4,472,898	$	3,222,452


	March 31, 2024						December 31, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Money market funds	$	23,454	$	—	$	—	$	23,270	$	—	$	—

	$	23,454	$	—	$	—	$	23,270	$	—	$	—
Liabilities
Warrant liability	—		—		1,389,543		—		—		—
	$	—	$	—	$	1,389,543	$	—	$	—	$	—


	February 6, 2024			March 31, 2024
Common stock price per share	$	10.51		$	5.61
Exercise price per share	$	12.05		$	12.05
Expected volatility	176.0		%	173.3		%
Risk-free interest rate	4.34		%	4.60		%
Contractual term (in years)	2			1.9


	Warrant Liability Fair Value
Balance as of December 31, 2023	$	—
Warrants issued	2,810,382
Change in fair value	(1,420,839)
Balance as of March 31, 2024	$	1,389,543


	March 31, 2024		December 31, 2023
Prepaid research and development expenses	$	121,385	$	115,353

Prepaid insurance	313,859		368,048
Prepaid other	87,636		35,817

Other current assets	66,330		215,246
Total prepaid expenses and other current assets	$	589,210	$	734,464


	March 31, 2024		December 31, 2023
Laboratory equipment	$	2,668,280	$	2,668,280
Computer equipment and software	202,963		202,963

Leasehold improvements	36,459		36,459
	2,907,702		2,907,702
Less accumulated depreciation and amortization	(1,669,713)		(1,554,801)
Total property and equipment, net	$	1,237,989	$	1,352,901


	Accrued Restructuring Expenses						Accrued Restructuring Expenses
	December 31, 2023		Expenses		Less: Payments		March 31, 2024
Severance, benefits and related costs due to workforce reduction	$	266,537	$	—	$	(26,470)	$	240,067
Totals	$	266,537	$	—	$	(26,470)	$	240,067


Repriced Options	Terms of Repriced Options vested or vesting within six months following the Effective Date	Terms of Repriced Options vesting more than six months following the Effective Date
All options held by employees other than our executive officers, in good standing on the Effective Date	The Option Repricing exercise price will be equal to 2.5 times the Nasdaq Market Price, or $25.75.	The Option Repricing exercise price will be equal to the Nasdaq Market Price, or $10.25.
All options held by our current executive officers and 100,000 options held by Jerome Zeldis, our former Executive Vice President and Head of Research & Development	The Option Repricing exercise price will be equal to 3.0 times the Nasdaq Market Price, or $30.75.	The Option Repricing exercise price will be equal to 2.0 times the Nasdaq Market Price, or $20.50.
All options held by our directors	The Option Repricing exercise price will be equal to 4.0 times the Nasdaq Market Price, or $41.00.	The Option Repricing exercise price will be equal to 3.0 times the Nasdaq Market Price, $30.75.


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2024	130,526	$	28.64	7.3	$	—
Granted	—	—
Exercised	—	—
Cancelled	(11,287)	21.50
Forfeited	—	—
Outstanding as of March 31, 2024	119,239	$	29.32	7.2	$	—
Vested or expected to vest as of March 31, 2024	119,239	$	29.32	7.2	—
Exercisable as of March 31, 2024	72,030	$	39.37	6.1	—
Shares unvested as of March 31, 2024	47,209	$	13.99	8.6	$	—


	NEXIMMUNE, INC.

Date: May 20, 2024	By:	/s/ Kristi Jones
		Kristi Jones
		President and Chief Executive Officer

Date: May 20, 2024	By:	/s/ Albert N. Marchio II
		Albert N. Marchio II
		Interim Chief Financial Officer


	March 31, 2024		December 31, 2023
Accrued research and development costs	$	3,224,274	$	3,148,021
Accrued salaries, benefits and related expenses	306,654		389,858
Accrued professional fees	149,950		131,226
Other accrued expenses	181,816		10,000
Total accrued expenses	$	3,862,694	$	3,679,105


	Number of restricted units	Weighted average grant date fair value
Unvested and outstanding at January 1, 2023	26,460	$	11.36
Granted	—	—
Settled	—	—
Forfeited	—	—
Unvested and outstanding as of March 31, 2024	26,460	$	11.36


	Three Months Ended March 31,				Change
	2024		2023
	(in thousands)
Operating expenses:
Research and development	$	744	$	6,124	$	(5,380)
General and administrative	2,013		3,701		(1,688)
Total operating expenses	2,757		9,825		(7,068)
Loss from operations	(2,757)		(9,825)		7,068
Other income (expense):
Interest income	15		275		(260)
Change in fair value of warrant liability	1,421		—		1,421
Loss on issuance of common stock and warrants	(1,112)		—		(1,112)
Offering costs	(741)		—		(741)
Other income (expense)	97		(14)		111
Other income, net	(320)		260		(580)
Net loss	$	(3,077)	$	(9,565)	$	6,488


Exhibit Number						Description

4.1						Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-40045) filed with the SEC on February 5, 2024)

4.2						Form of Unregistered Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (File No. 001-40045) filed with the SEC on February 5, 2024)

4.3						Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No. 001-40045) filed with the SEC on February 5, 2024)

10.1						Securities Purchase Agreement, dated as of February 2, 2024, by and between NexImmune, Inc. and the purchaser listed therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-40045) filed with the SEC on February 5, 2024)

31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*^						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*^						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, has been formatted in Inline XBRL.

SEC Form 10-Q filed by NexImmune Inc.