Mosaic ImmunoEngineering Files Q3 2024 10-Q

TL;DR

Mosaic ImmunoEngineering filed its Q3 10-Q. Details on Series A & B preferred stock included.

AI Summary

Mosaic ImmunoEngineering Inc. filed its 10-Q for the period ending September 30, 2024. The company, formerly known as Patriot Scientific Corp and Patriot Financial Corp, is involved in biological products. Key financial data and stock information, including Series A and Series B Preferred Stock, are detailed in the filing.

Why It Matters

This filing provides investors with the latest financial performance and operational updates for Mosaic ImmunoEngineering Inc. during the third quarter of 2024.

Risk Assessment

Risk Level: medium — As a 10-Q filing, it contains detailed financial information that could reveal significant risks or opportunities for investors.

Key Numbers

• 0000836564 — Central Index Key (Unique identifier for the filer)
• 2836 — SIC Code (Industry classification for Biological Products)

Key Players & Entities

• Mosaic ImmunoEngineering Inc. (company) — Filer of the 10-Q
• Patriot Scientific Corp (company) — Former company name
• Patriot Financial Corp (company) — Former company name
• 2024-09-30 (date) — End of reporting period
• 2024-11-19 (date) — Filing date

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-093024.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
• 0001683168-24-008258.txt ( ) — 3233KB
• cpmv-20240930.xsd (EX-101.SCH) — 29KB
• cpmv-20240930_cal.xml (EX-101.CAL) — 36KB
• cpmv-20240930_def.xml (EX-101.DEF) — 116KB
• cpmv-20240930_lab.xml (EX-101.LAB) — 232KB
• cpmv-20240930_pre.xml (EX-101.PRE) — 203KB
• mosaic_i10q-093024_htm.xml (XML) — 296KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements 4

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 19

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 25

Controls and Procedures

Item 4. Controls and Procedures 25

OTHER INFORMATION

PART II. OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 26

Risk Factors

Item 1A. Risk Factors 26

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 43

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 43

Other Information

Item 5. Other Information 43

Exhibits

Item 6. Exhibits 43

SIGNATURES

SIGNATURES 44 i 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

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements Mosaic ImmunoEngineering, Inc. Condensed Consolidated Balance Sheets September 30, 2024 December 31, 2023 unaudited ASSETS Current assets: Cash and cash equivalents $ 5,736 $ 156,178 Prepaid expenses and other current assets 34,214 23,355 Total current assets 39,950 179,533 Total assets $ 39,950 $ 179,533 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 143,618 $ 118,478 Accrued compensation 3,641,850 3,184,911 Accrued consulting 787,903 787,903 Accrued expenses and other 653,728 641,763 Loan payable 73,950 – Total current liabilities 5,301,049 4,733,055 Convertible notes, net 1,374,031 1,317,536 Total liabilities 6,675,080 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 ( 8,685,276 ) ( 7,916,337 ) Total stockholders' deficit ( 6,635,130 ) ( 5,871,058 ) Total liabilities and stockholders' deficit $ 39,950 $ 179,533 See accompanying notes to unaudited condensed consolidated

financial statements

financial statements. 4 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Operating expenses: Research and development $ 39,599 $ 84,927 $ 167,617 $ 385,460 General and administrative 146,831 226,944 561,881 738,690 Total operating expenses 186,430 311,871 729,498 1,124,150 Loss from operations ( 186,430 ) ( 311,871 ) ( 729,498 ) ( 1,124,150 ) Other income (expense): Gain on redemption of preferred stock of Holocom – – – 433,000 Other income 21,000 – 21,000 – Interest income – 16 4 3,402 Change in valuation of derivative liability – – – 46,700 Interest expense on loan payable ( 2,817 ) – ( 3,950 ) – Non-cash interest expense on convertible notes ( 18,483 ) ( 18,484 ) ( 55,049 ) ( 54,849 ) Accretion to redemption value on convertible notes – ( 2,907 ) ( 1,446 ) ( 14,380 ) Total other income (expense), net ( 300 ) ( 21,375 ) ( 39,441 ) 413,873 Loss before provision for income taxes ( 186,730 ) ( 333,246 ) ( 768,939 ) ( 710,277 ) Provision for income taxes – – – 2,400 Net loss $ ( 186,730 ) $ ( 333,246 ) $ ( 768,939 ) $ ( 712,677 ) Basic and diluted loss per common share $ ( 0.03 ) $ ( 0.05 ) $ ( 0.11 ) $ ( 0.10 ) 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 7,236,447 7,236,447 7,236,447 See accompanying notes to unaudited condensed consolidated financial statements. 5 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) For the Three Months Ended September 30, 2024 Series A Convertible Voting Preferred Stock Series B Convertible Voting Preferred Stock Common Stock Additional Paid-in Accumulated

financial statements

financial statements. 6 Mosaic ImmunoEngineering, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) Nine Months Ended September 30, 2024 2023 Operating activities: Net loss $ ( 768,939 ) $ ( 712,677 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 4,867 16,406 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 55,049 54,849 Interest on loan payable 3,950 – Accretion to redemption value on convertible notes 1,446 14,380 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 10,859 ) 8,002 Accounts payable 25,140 ( 17,043 ) Accrued compensation 456,939 594,661 Accrued consulting – 55,958 Accrued expenses and other 11,965 64,417 Net cash used in operating activities ( 220,442 ) ( 400,747 ) 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 70,000 – Net cash provided by financing activities 70,000 – Net change in cash and cash equivalents ( 150,442 ) 32,253 Cash and cash equivalents, beginning of period 156,178 220,645 Cash and cash equivalents, end of period $ 5,736 $ 252,898 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. 7 Mosaic ImmunoEngineering, Inc. Notes to Unaudited Condensed Consolidated Financial Statements For the Three and Nine Months Ended September 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 September 30, 2024, the Company had cash and cash equivalents of $ 5,736 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 c

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