UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2024


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

For the transition period from to

PAXMEDICA, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41475	85-0870387
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


303 South Broadway, Suite 125 Tarrytown, NY		10591
(Address Of Principal Executive Offices)		(Zip Code)

(914) 987-2876

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.0001 per share	PXMD	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 ☒ No ☐

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 ☒ No ☐

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. ☐

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

As of May 13, 2024, the Registrant had 7,779,860 shares of common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Statements of Operations (Unaudited) for the three months ended March 31, 2024 and March 31, 2023	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 (Unaudited) and March 31, 2023	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2024 (Unaudited) and March 31, 2023	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26


	March 31,		December 31,
	2024		2023
ASSETS
Current assets
Cash	$	1,626,892	$	4,710,642
Prepaid and other current assets		1,266,211		969,763
Total current assets		2,893,103		5,680,405
Total assets	$	2,893,103	$	5,680,405

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	1,137,967	$	811,733
Accounts payable - related party		—		18,500
Accrued expenses		65,128		177,118
Accrued expenses - compensation		—		787,981
Total current liabilities		1,203,095		1,795,332
Deferred revenue		500,000		500,000
Total liabilities		1,703,095		2,295,332

Commitments and contingencies (Note 8)

Stockholders’ Equity (Deficit)
Preferred stock, par value $0.0001, 10,000,000 shares authorized:
Series X preferred shares, 500,000 shares authorized as of March 31, 2024 and December 31, 2023; 45,567 shares issued and outstanding at March 31, 2024 and December 31, 2023		5		5
Common stock, par value $0.0001; 200,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 7,465,629 and 7,401,242 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		747		740
Additional paid-in capital		56,912,182		55,414,069
Accumulated deficit		(55,722,926)		(52,029,741)
Total stockholders’ equity (deficit)		1,190,008		3,385,073
Total liabilities, and stockholders’ equity (deficit)	$	2,893,103	$	5,680,405


	Three Months Ended March 31,
	2024		2023

Operating expenses
General and administrative	$	3,297,350	$	3,814,184
Research and development		392,813		222,491
Total operating expenses		3,690,163		4,036,675

Loss from operations		(3,690,163)		(4,036,675)

Other income (expense)
Interest expense		—		(3,928)
Loss on extinguishment of debt		—		(36,850)
Change in fair value of notes		—		335,364
Other expense		(3,022)		(91,658)
Total other income (expense)		(3,022)		202,928

Net loss	$	(3,693,185)	$	(3,833,747)

Basic weighted average number of shares outstanding		7,418,281		743,373
Diluted weighted average number of shares outstanding		7,418,281		743,373

Basic net loss per share	$	(0.50)	$	(5.16)
Diluted net loss per share	$	(0.50)	$	(5.16)


							Additional				Total
	Series X Preferred Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance at January 1, 2024	45,567	$	5	7,401,242	$	740	$	55,414,069	$	(52,029,741)	$	3,385,073
Issuance of common stock underlying restricted stock units, net of tax withholding	—		—	64,387		7		(15,286)		—		(15,279)
Stock-based compensation	—		—	—		—		1,513,399				1,513,399
Net loss	—		—	—		—		—		(3,693,185)		(3,693,185)
Balance at March 31, 2024	45,567	$	5	7,465,629	$	747	$	56,912,182	$	(55,722,926)	$	1,190,008


	February 6, 2023		March 31, 2023
Dividend yield	—	%	—	%
Expected price volatility	30.0 - 53.7	%	30.0	%
Risk free interest rate	4.65 - 4.89	%	4.44	%
Expected term (in years)	0.5 - 1.4		0.3 - 1.3


	Convertible Notes
Balance at December 31, 2022	$	173,543
Issuance of convertible notes		1,903,531
Repayment of convertible notes		(237,600)
Loss on extinguishment of debt		36,850
Change in fair value		(335,364)
Balance at March 31, 2023	$	1,540,960


		Weighted Average
		Grant-Date
	Number of Shares	Fair Value
Unvested as of December 31, 2023	86,749	$	48.12
Granted	—		-
Vested	(85,278)		48.26
Unvested as of March 31, 2024	1,471	$	40.46


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (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*

SEC Form 10-Q filed by PaxMedica Inc.