Mosaic ImmunoEngineering Files Q2 2024 10-Q

TL;DR

**MOSC Q2 10-Q FILED: Focus on preferred stock details.**

AI Summary

Mosaic ImmunoEngineering Inc. filed its quarterly report for the period ending June 30, 2024. The company, formerly known as Patriot Scientific Corp, is involved in biological products. Key financial data and stock information for Series A and Series B Preferred Stock are detailed in the filing.

Why It Matters

This filing provides investors with an update on Mosaic ImmunoEngineering's financial performance and operational status for the second quarter of 2024.

Risk Assessment

Risk Level: medium — As a biotechnology company, Mosaic ImmunoEngineering faces inherent risks related to research, development, and regulatory approvals.

Key Numbers

• 20240630 — Reporting Period End Date (Indicates the end of the fiscal quarter covered by the report.)
• 20240814 — Filing Date (The date the 10-Q was officially submitted to the SEC.)

Key Players & Entities

• Mosaic ImmunoEngineering Inc. (company) — Filer of the 10-Q
• Patriot Scientific Corp (company) — Former name of Mosaic ImmunoEngineering Inc.
• 20240630 (date) — End of the reporting period
• 20240814 (date) — Filing date of the report
• Series A Preferred Stock (stock) — Financial data presented
• Series B Preferred Stock (stock) — Financial data presented

FAQ

Key Financial Figures

• $0.00001 — 2,137 shares of common stock, par value $0.00001 per share, were outstanding. INDEX P

Filing Documents

• mosaic_i10q-063024.htm (10-Q) — 741KB
• mosaic_ex3101.htm (EX-31.1) — 8KB
• mosaic_ex3102.htm (EX-31.2) — 8KB
• mosaic_ex3201.htm (EX-32.1) — 4KB
• mosaic_ex3202.htm (EX-32.2) — 5KB
• 0001683168-24-005676.txt ( ) — 3207KB
• cpmv-20240630.xsd (EX-101.SCH) — 29KB
• cpmv-20240630_cal.xml (EX-101.CAL) — 35KB
• cpmv-20240630_def.xml (EX-101.DEF) — 115KB
• cpmv-20240630_lab.xml (EX-101.LAB) — 231KB
• cpmv-20240630_pre.xml (EX-101.PRE) — 203KB
• mosaic_i10q-063024_htm.xml (XML) — 292KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements 6

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 28

Controls and Procedures

Item 4. Controls and Procedures 28

OTHER INFORMATION

PART II. OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 29

Risk Factors

Item 1A. Risk Factors 29

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 46

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 46

Other Information

Item 5. Other Information 46

Exhibits

Item 6. Exhibits 46

SIGNATURES

SIGNATURES 47 2 Unless the context otherwise requires, references to the "Company," the "combined company," "Mosaic," "we," "our," or "us" in this Quarterly Report on Form 10-Q refer to Mosaic ImmunoEngineering, Inc. and its subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q ("Report" or Quarterly Report"), including all documents incorporated by reference herein, includes certain statements constituting "forward-looking" Litigation Reform Act of 1995, including statements concerning our beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, operations, future results and prospects, and we rely on the "safe harbor" provisions in those laws. We are including this statement for the express purpose of availing ourselves of the protections of such safe harbors with respect to all such forward-looking "future," "estimates," "may," "could," "should," "would," "will," "shall," "propose," "continue," "predict," "plan" or the negative versions of these terms and other similar expressions are generally intended to identify certain of these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in "Risk Factors," in Part II, Item 1A of this Report as well as information provided elsewhere in this Report and our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the SEC) on April 15, 2024. You should carefully consider that information before you make an investment decision. You sh

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements Mosaic ImmunoEngineering, Inc. Condensed Consolidated Balance Sheets June 30, 2024 December 31, 2023 unaudited ASSETS Current assets: Cash and cash equivalents $ 3,734 $ 156,178 Prepaid expenses and other current assets 8,543 23,355 Total current assets 12,277 179,533 Total assets $ 12,277 $ 179,533 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 125,040 $ 118,478 Accrued compensation 3,512,477 3,184,911 Accrued consulting 787,903 787,903 Accrued expenses and other 623,577 641,763 Loan payable 56,133 – Total current liabilities 5,105,130 4,733,055 Convertible notes, net 1,355,547 1,317,536 Total liabilities 6,460,677 6,050,591 Commitments and contingencies – – Stockholders' deficit: Preferred stock, $ 0.00001 par value; 5,000,000 shares authorized: – – Series A Convertible Voting Preferred Stock; 630,000 shares designated; no shares issued and outstanding – – Series B Convertible Voting Preferred Stock; 70,000 shares designated; 70,000 shares issued and outstanding 1 1 Common stock, $ 0.00001 par value: 100,000,000 shares authorized: 7,242,137 shares issued and outstanding 72 72 Additional paid-in capital 2,050,073 2,045,206 Accumulated deficit ( 8,498,546 ) ( 7,916,337 ) Total stockholders' deficit ( 6,448,400 ) ( 5,871,058 ) Total liabilities and stockholders' deficit $ 12,277 $ 179,533 See accompanying notes to unaudited condensed consolidated

financial statements

financial statements. 6 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Operating expenses: Research and development $ 60,707 $ 122,638 $ 128,018 $ 300,533 General and administrative 213,595 229,868 415,050 511,746 Total operating expenses 274,302 352,506 543,068 812,279 Loss from operations ( 274,302 ) ( 352,506 ) ( 543,068 ) ( 812,279 ) Other income (expense): Gain on redemption of preferred stock of Holocom – 356,000 – 433,000 Interest income 1 3,378 4 3,386 Change in valuation of derivative liability – 33,900 – 46,700 Non-cash interest expense on convertible notes ( 19,416 ) ( 18,283 ) ( 37,699 ) ( 36,365 ) Accretion to redemption value on convertible notes – ( 2,877 ) ( 1,446 ) ( 11,473 ) Total other income (expense), net ( 19,415 ) 372,118 ( 39,141 ) 435,248 Income (loss) before provision for income taxes ( 293,717 ) 19,612 ( 582,209 ) ( 377,031 ) Provision for income taxes – – – 2,400 Net income (loss) $ ( 293,717 ) $ 19,612 $ ( 582,209 ) $ ( 379,431 ) Basic and diluted income (loss) per common share $ ( 0.04 ) $ 0.00 $ ( 0.04 ) $ ( 0.05 ) Weighted average number of common shares outstanding – basic 7,236,447 7,236,447 7,236,447 7,236,447 Weighted average number of common shares outstanding – diluted 7,236,447 8,569,113 7,236,447 7,236,447 See accompanying notes to unaudited condensed consolidated financial statements. 7 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) For the Three Months Ended June 30, 2024 Series A Convertible Voting Preferred Stock Series B Convertible Voting Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Bal

financial statements

financial statements. 8 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2024 2023 Operating activities: Net loss $ ( 582,209 ) $ ( 379,431 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 4,867 10,877 Gain on redemption of preferred stock of Holocom – ( 433,000 ) Change in fair value of derivative liability – ( 46,700 ) Non-cash interest on convertible notes 36,565 36,365 Interest expense on loan payable 1,133 – Accretion to redemption value on convertible notes 1,446 11,473 Changes in operating assets and liabilities: Prepaid expenses and other current assets 14,812 34,239 Accounts payable 6,562 ( 2,388 ) Accrued compensation 327,566 427,089 Accrued consulting – 47,020 Accrued expenses and other ( 18,186 ) 3,781 Net cash used in operating activities ( 207,444 ) ( 290,675 ) Investing activities: Proceeds from redemption of preferred stock of Holocom – 433,000 Net cash provided by investing activities – 433,000 Financing activities: Proceeds from issuance of loan payable 55,000 – Net cash provided by financing activities 55,000 – Net change in cash and cash equivalents ( 152,444 ) 142,325 Cash and cash equivalents, beginning of period 156,178 220,645 Cash and cash equivalents, end of period $ 3,734 $ 362,970 Supplemental disclosure of cash flow information: Cash paid for income taxes $ – $ 2,400 Cash paid for interest $ – $ – See accompanying notes to unaudited condensed consolidated

financial statements

financial statements. 9 Mosaic ImmunoEngineering, Inc. Notes to Unaudited Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2024 Unless the context otherwise requires, references to the "Company," the "combined company," "Mosaic," "we," "our," or "us" in this Quarterly Report on Form 10-Q ("Report" or "Quarterly Report") refer to Mosaic ImmunoEngineering, Inc. and its subsidiaries. 1. Organization and Business Organization Mosaic ImmunoEngineering, Inc. (the "Company," "Mosaic," "we," "us," or "our") is a corporation organized under Delaware law on March 24, 1992. We are a development-stage biotechnology company focused on advancing and eventually commercializing immunotherapies for the treatment of cancer. We have historically advanced early-stage product candidate and we are pursuing new product candidates and platforms to expand our pipeline based on a deep understanding of immunotherapies and our license agreements with University of California San Diego. The Company has two inactive wholly owned subsidiaries: Mosaic ImmunoEngineering Development Company, a corporation organized under Delaware law on March 30, 2020 and Patriot Data Solutions Group, Inc. Going Concern and Management's Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At June 30, 2024, the Company had cash and cash equivalents of $ 3,734 and has not yet generated any revenues. Therefore, our ability to continue our operations is highly dependent on our ability to raise capital to fund future operations. We anticipate, based on currently proposed plans and assumptions, that our cash and cash equivalents on hand will not satisfy our operational and capital requirements through twelve months from the filing date of this Quarterly Report on Form 10-Q. There are a number of uncertainties associated with our ability to raise additional capital and

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