UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30,~~December 31, 2022

☐ 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 001-37418

Sio Gene Therapies Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-3863315
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1501 Broadway, 12th Floor, New York, NY						10036
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (646) 677-6770

N/A

~~130 West 42nd St., 26th Floor New York NY 10036~~

(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

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

SIOX

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 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 ☒ 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. (Check one):


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 ☒

The number of shares outstanding of the Registrant’s common stock, $0.00001 par value per share, on ~~November 8, 2022,~~February 10, 2023, was 73,975,196.

SIO GENE THERAPIES INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2022

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of ~~September~~Dec ~~30,~~ember 3 1 , 2022 and March 31, 2022			3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended Dec ember 3 1 , 2022 and 2021			4
Condensed Consolidated Statements of ~~Operations~~Comprehensive Loss for the Three and ~~and Six-~~Nine Months Ended ~~September~~Dec ~~30,~~ember 3 1 , 2022 and 2021			5
Condensed Consolidated Statements of ~~Comprehensive Loss~~Stockholders’ Equity for the Three and ~~and Six-~~Nine Months Ended ~~September~~D ~~30,~~ec ember 3 1 , 2022 and 2021			6
Condensed Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows for the ~~Three~~ ~~and Six-~~Nine Months Ended ~~September~~Dec ~~30,~~ember 3 1 , 2022 and 2021			7
~~Condensed Consolidated Statements of Cash Flows for the~~ ~~Six~~ ~~Months Ended~~ ~~September~~ ~~30, 2022 and 2021~~			8
Notes to Condensed Consolidated Financial Statements			98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1716
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2422
Item 4. Controls and Procedures			2422
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			2523
Item 1A. Risk Factors			2624
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4427
Item 3. Defaults Upon Senior Securities			4427
Item 4. Mine Safety Disclosures			4427
Item 5. Other Information			4427
Item 6. Exhibits			4528

SIGNATURES			4629

~~Summary of the Material Risks Associated with Our Business~~

~~Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. These risks include, but are not limited to, the following:~~

•We may not be successful in identifying and implementing any strategic business combination or other transaction and any strategic transactions that we may consummate in the future could have negative consequences.

•~~If we are successful in completing a strategic transaction, we may be exposed to other operational and financial risks.~~

•If a strategic transaction is not consummated, our Board may decide to pursue a dissolution and liquidation. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

•~~We have a limited operating history and have never generated any product revenues.~~

•~~Our business, operations and future prospects could continue to be adversely impacted by the effects of health epidemics, including the recent COVID-19 pandemic.~~

•~~We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability.~~

•~~The market price of our common stock has been and is likely to continue to be highly volatile, and you may lose some or all of your investment.~~

•The intended tax effects of our corporate structure prior to and following the Domestication (as defined below) and our corporate reorganization to align our corporate structure with current and future business activity (the "Reorganization"), and intercompany arrangements prior to the Domestication and Reorganization, depend on the application of the tax laws of various jurisdictions and on how we operate our business.

The summary risk factors described above should be read together with the text of the full risk factors below, in the section titled “Risk Factors” in Part II, Item 1A. and the other information set forth in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the related notes, as well as in other documents that we file with the Securities and Exchange Commission. The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial, may also harm our business, financial condition, results of operations and future growth prospects.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

SIO GENE THERAPIES INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except share and per share amounts)


		September 30, 2022		March 31, 2022			December 31, 2022		March 31, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	49,865	$	63,729	Cash and cash equivalents	$	46,127	$	63,729
Restricted cash	Restricted cash	1,184		1,184		Restricted cash	—		1,184

Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,335		5,214		Prepaid expenses and other current assets	789		5,214
Income tax receivable	Income tax receivable	355		1,609		Income tax receivable	356		1,609
Total current assets	Total current assets	53,739		71,736		Total current assets	47,272		71,736

Operating lease right-of-use assets	Operating lease right-of-use assets	7		2,444		Operating lease right-of-use assets	—		2,444
Property and equipment, net	Property and equipment, net	—		900		Property and equipment, net	—		900
Total assets	Total assets	$	53,746	$	75,080	Total assets	$	47,272	$	75,080
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,963	$	3,984	Accounts payable	$	201	$	3,984
Accrued expenses	Accrued expenses	2,867		8,232		Accrued expenses	1,951		8,232
Current portion of operating lease liabilities	Current portion of operating lease liabilities	4		786		Current portion of operating lease liabilities	—		786
Total current liabilities	Total current liabilities	4,834		13,002		Total current liabilities	2,152		13,002
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	—		1,730		Operating lease liabilities, net of current portion	—		1,730
Total liabilities	Total liabilities	4,834		14,732		Total liabilities	2,152		14,732
Commitments and contingencies (Note 8)
Commitments and contingencies						Commitments and contingencies
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized, 73,975,196 and 73,739,378 issued and outstanding at September 30, 2022 and March 31, 2022, respectively		1		1
Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized, 73,975,196 and 73,739,378 issued and outstanding at December 31, 2022 and March 31, 2022, respectively						Common stock, par value $0.00001 per share, 1,000,000,000 shares authorized, 73,975,196 and 73,739,378 issued and outstanding at December 31, 2022 and March 31, 2022, respectively	1		1
Additional paid-in capital	Additional paid-in capital	923,022		922,966		Additional paid-in capital	923,249		922,966
Accumulated deficit	Accumulated deficit	(874,442)		(862,956)		Accumulated deficit	(878,461)		(862,956)
Accumulated other comprehensive income	Accumulated other comprehensive income	331		337		Accumulated other comprehensive income	331		337
Total stockholders’ equity	Total stockholders’ equity	48,912		60,348		Total stockholders’ equity	45,120		60,348
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	53,746	$	75,080	Total liabilities and stockholders’ equity	$	47,272	$	75,080

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SIO GENE THERAPIES INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share amounts)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Operating expenses:
Research and development expenses
(includes stock-based compensation expense (benefit) of $0 and $130 for the three months ended December 31, 2022 and 2021 and $(409) and $1,051 for the nine months ended December 31, 2022 and 2021, respectively)	$	1,883	$	21,287	$	7,761	$	40,793
General and administrative expenses
(includes stock-based compensation expense of $227 and $1,268 for the three months ended December 31, 2022 and 2021 and $692 and $8,966 for the nine months ended December 31, 2022 and 2021, respectively)	2,600		4,086		8,533		17,693
Total operating expenses	4,483		25,373		16,294		58,486
Other (income) expenses:


Other (income) expense, net	(464)		83		(785)		105
Loss before income tax benefit	(4,019)		(25,456)		(15,509)		(58,591)
Income tax benefit	—		—		(4)		(28)
Net loss	$	(4,019)	$	(25,456)	$	(15,505)	$	(58,563)
Net loss per share of common stock — basic and diluted	$	(0.05)	$	(0.35)	$	(0.21)	$	(0.80)
Weighted-average shares of common stock outstanding — basic and diluted	73,975,196		73,335,279		73,905,737		73,046,889

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SIO GENE THERAPIES INC.

Condensed Consolidated Statements of ~~Operations~~

~~(Unaudited, in thousands, except share and per share amounts)~~

Three Months Ended September 30, Six Months Ended September 30,
2022 2021 2022 2021
Operating expenses:
Research and development expenses
(includes stock-based compensation (benefit) expense of $(8) and $489 for the three months ended September 30, 2022 and 2021 and $(409) and $921 for the six months ended September 30, 2022 and 2021, respectively) $ 336 $ 11,448 $ 5,878 $ 19,506
General and administrative expenses
(includes stock-based compensation expense of $223 and $6,809 for the three months ended September 30, 2022 and 2021 and $465 and $7,698 for the six months ended September 30, 2022 and 2021, respectively) 2,941 9,748 5,933 13,607
Total operating expenses 3,277 21,196 11,811 33,113
Other (income) expenses:
Other (income) expense, net (197) 41 (321) 22
Loss before income tax benefit (3,080) (21,237) (11,490) (33,135)
Income tax benefit — — (4) (28)
Net loss $ (3,080) $ (21,237) $ (11,486) $ (33,107)
Net loss per share of common stock — basic and diluted $ (0.04) $ (0.29) $ (0.16) $ (0.45)
Weighted-average shares of common stock outstanding — basic and diluted 73,975,196 72,941,507 73,870,818 72,901,906

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~SIO GENE THERAPIES INC.~~

~~Condensed Consolidated Statements of~~ Comprehensive Loss

(Unaudited, in thousands)


		Three Months Ended September 30,				Six Months Ended September 30,					Three Months Ended December 31,				Nine Months Ended December 31,
		2022		2021		2022		2021			2022		2021		2022		2021
Net loss	Net loss	$	(3,080)	$	(21,237)	$	(11,486)	$	(33,107)	Net loss	$	(4,019)	$	(25,456)	$	(15,505)	$	(58,563)
Other comprehensive (loss) income:	Other comprehensive (loss) income:									Other comprehensive (loss) income:
Foreign currency translation adjustment	Foreign currency translation adjustment	(2)		—		(6)		2		Foreign currency translation adjustment	—		1		(6)		3
Total other comprehensive (loss) income	Total other comprehensive (loss) income	(2)		—		(6)		2		Total other comprehensive (loss) income	—		1		(6)		3
Comprehensive loss	Comprehensive loss	$	(3,082)	$	(21,237)	$	(11,492)	$	(33,105)	Comprehensive loss	$	(4,019)	$	(25,455)	$	(15,511)	$	(58,560)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SIO GENE THERAPIES INC.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited, in thousands, except share amounts)


		Common Stock			Additional Paid-in Capital			Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity			Common Stock								Additional Paid-in Capital					Accumulated Deficit				Accumulated Other Comprehensive Income				Total Stockholders’ Equity

		Shares	Amount				Additional Paid-in Capital							Shares			Amount		Additional Paid-in Capital
Balance at March 31, 2021	Balance at March 31, 2021	69,377,567	$	1	$	914,100		$	(791,069)	$	335	$	123,367	Balance at March 31, 2021		69,377,567					$	1				$	914,100		$	(791,069)			$	335			$	123,367
Shares issued upon settlement of restricted stock units	Shares issued upon settlement of restricted stock units	82,542	—		—			—		—		—		Shares issued upon settlement of restricted stock units	82,542			—							—		—				—				—
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.0 million	Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.0 million	179,400	—		479			—		—		479		Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.0 million	179,400			—					479					—				—				479
Stock-based compensation expense	Stock-based compensation expense	—	—		1,321			—		—		1,321		Stock-based compensation expense	—			—					1,321					—				—				1,321

Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—			—		2		2		Foreign currency translation adjustment	—			—					—					—				2				2
Net loss	Net loss	—	—		—			(11,870)		—		(11,870)		Net loss	—			—					—					(11,870)				—				(11,870)
Balance at June 30, 2021	Balance at June 30, 2021	69,639,509	$	1	$	915,900		$	(802,939)	$	337	$	113,299	Balance at June 30, 2021	69,639,509			$		1				$	915,900				$	(802,939)			$	337			$	113,299
Shares issued for restricted stock units		—	—					—		—		—
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.7 million		—	—		—			—		—		—

Shares issued upon exercise of pre-funded warrants	Shares issued upon exercise of pre-funded warrants	3,301,998										—		Shares issued upon exercise of pre-funded warrants	3,301,998																					—
Stock-based compensation expense	Stock-based compensation expense	—	—		7,298			—		—		7,298		Stock-based compensation expense	—			—					7,298					—				—				7,298
Capital contribution received from Roivant Sciences, Inc.		—	—		—			—		—		—

Net loss														Net loss	—			—					—					(21,237)				—				(21,237)
Balance at September 30, 2021														Balance at September 30, 2021	72,941,507			$	1				$	923,198				$	(824,176)			$	337			$	99,360
Shares issued for restricted stock units														Shares issued for restricted stock units	195,558			—					—					—				—				—
Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.2 million														Shares sold in connection with at-the-market offering, net of brokerage fees and offering expenses of $0.2 million	560,045			—					962					—				—				962
Stock-based compensation expense														Stock-based compensation expense	—			—					1,398					—				—				1,398

Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—			—		—		—		Foreign currency translation adjustment	—			—					—					—				1				1
Net loss	Net loss	—	—		—			(21,237)		—		(21,237)		Net loss	—			—					—					(25,456)				—				(25,456)
Balance at September 30, 2021		72,941,507	$	1	$	923,198		$	(824,176)	$	337	$	99,360

Balance at December 31, 2021														Balance at December 31, 2021	73,697,110			$	1				$	925,558				$	(849,632)			$	338			$	76,265


		Common Stock				Additional Paid-in Capital				Accumulated Deficit			Accumulated Other Comprehensive Income				Total Stockholders’ Equity					Common Stock								Additional Paid-in Capital					Accumulated Deficit					Accumulated Other Comprehensive Income			Total Stockholders’ Equity

					Shares							Amount														Shares							Amount
Balance at March 31, 2022	Balance at March 31, 2022	73,739,378	$	1				$	922,966						$	(862,956)				$	337			$	60,348		Balance at March 31, 2022		73,739,378				$	1				$	922,966							$	(862,956)	$	337	$	60,348
Shares issued upon settlement of restricted stock units	Shares issued upon settlement of restricted stock units	235,818	—			—				—			—						—			Shares issued upon settlement of restricted stock units	235,818					—				—					—					—			—

Stock-based compensation benefit	Stock-based compensation benefit	—	—			(159)				—			—				(159)			Stock-based compensation benefit		—				—				(159)					—					—			(159)
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—			—				—			(4)				(4)			Foreign currency translation adjustment		—				—				—					—					(4)			(4)
Net loss	Net loss	—	—			—				(8,406)			—				(8,406)			Net loss		—				—				—					(8,406)					—			(8,406)
Balance at June 30, 2022	Balance at June 30, 2022	73,975,196	$	1		$	922,807			$	(871,362)		$	333			$	51,779		Balance at June 30, 2022		73,975,196				$	1			$	922,807				$	(871,362)				$	333		$	51,779
Shares issued upon settlement of restricted stock units		—	—			—				—			—				—

Stock-based compensation expense	Stock-based compensation expense	—	—			215				—			—				215			Stock-based compensation expense		—				—				215					—					—			215
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—			—				—			(2)				(2)			Foreign currency translation adjustment		—				—				—					—					(2)			(2)
Net loss	Net loss	—	—			—				(3,080)			—				(3,080)			Net loss		—				—				—					(3,080)					—			(3,080)
Balance at September 30, 2022	Balance at September 30, 2022	73,975,196	$	1		$	923,022			$	(874,442)		$	331			$	48,912		Balance at September 30, 2022		73,975,196				$	1			$	923,022				$	(874,442)				$	331		$	48,912

Stock-based compensation expense																				Stock-based compensation expense		—				—				227					—					—			227
Foreign currency translation adjustment																				Foreign currency translation adjustment		—				—				—					—					—			—
Net loss																				Net loss		—				—				—					(4,019)					—			(4,019)
Balance at December 31, 2022																				Balance at December 31, 2022		73,975,196				$	1			$	923,249				$	(878,461)				$	331		$	45,120

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SIO GENE THERAPIES INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


		Six Months Ended September 30,					Nine Months Ended December 31,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(11,486)	$	(33,107)	Net loss	$	(15,505)	$	(58,563)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash lease expenses	Non-cash lease expenses	2,437		100		Non-cash lease expenses	2,444		229
Stock-based compensation expense	Stock-based compensation expense	56		8,619		Stock-based compensation expense	283		10,017
Depreciation and non-cash amortization	Depreciation and non-cash amortization	137		122		Depreciation and non-cash amortization	137		187

Change in operating lease liabilities	Change in operating lease liabilities	(2,512)		(109)		Change in operating lease liabilities	(2,516)		(265)
Other	Other	857		4		Other	857		7
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,879		3,027		Prepaid expenses and other current assets	4,425		2,104
Income tax receivable	Income tax receivable	1,254		(77)		Income tax receivable	1,253		(76)
Accounts payable	Accounts payable	(2,021)		1,332		Accounts payable	(3,783)		5,270
Accrued expenses	Accrued expenses	(5,365)		(1,830)		Accrued expenses	(6,281)		(1,434)
Net cash used in operating activities	Net cash used in operating activities	(13,764)		(21,919)		Net cash used in operating activities	(18,686)		(42,524)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Cash proceeds from sale of long-term investment	Cash proceeds from sale of long-term investment	—		4,343		Cash proceeds from sale of long-term investment	—		4,343
Cash proceeds from sale of property and equipment	Cash proceeds from sale of property and equipment	190		—		Cash proceeds from sale of property and equipment	190		—
Purchases of property and equipment	Purchases of property and equipment	(290)		(194)		Purchases of property and equipment	(290)		(336)
Net cash (used in) provided by investing activities	Net cash (used in) provided by investing activities	(100)		4,149		Net cash (used in) provided by investing activities	(100)		4,007
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Cash proceeds from issuance of shares of common stock, net of issuance costs	Cash proceeds from issuance of shares of common stock, net of issuance costs	—		479		Cash proceeds from issuance of shares of common stock, net of issuance costs	—		1,441
Net cash provided by financing activities	Net cash provided by financing activities	—		479		Net cash provided by financing activities	—		1,441
Net change in cash and cash equivalents, restricted cash and long-term restricted cash	Net change in cash and cash equivalents, restricted cash and long-term restricted cash	(13,864)		(17,291)		Net change in cash and cash equivalents, restricted cash and long-term restricted cash	(18,786)		(37,076)
Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	64,913		120,170		Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	64,913		120,170
Total cash and cash equivalents, restricted cash and long-term restricted cash—end of period	Total cash and cash equivalents, restricted cash and long-term restricted cash—end of period	$	51,049	$	102,879	Total cash and cash equivalents, restricted cash and long-term restricted cash—end of period	$	46,127	$	83,094
Cash and cash equivalents —beginning of period	Cash and cash equivalents —beginning of period	63,729		118,986		Cash and cash equivalents —beginning of period	63,729		118,986
Restricted cash included in current assets—beginning of period	Restricted cash included in current assets—beginning of period	1,184		—		Restricted cash included in current assets—beginning of period	1,184		—
Restricted cash included in long-term assets—beginning of period	Restricted cash included in long-term assets—beginning of period	—		1,184		Restricted cash included in long-term assets—beginning of period	—		1,184
Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	$	64,913	$	120,170	Total cash and cash equivalents, restricted cash and long-term restricted cash—beginning of period	$	64,913	$	120,170
Cash and cash equivalents—end of period	Cash and cash equivalents—end of period	49,865		101,695		Cash and cash equivalents—end of period	46,127		81,910
Restricted cash included in current assets—end of period	Restricted cash included in current assets—end of period	1,184		1,184		Restricted cash included in current assets—end of period	—		1,184

Total cash and cash equivalents and restricted cash—end of period	Total cash and cash equivalents and restricted cash—end of period	$	51,049	$	102,879	Total cash and cash equivalents and restricted cash—end of period	$	46,127	$	83,094

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SIO GENE THERAPIES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Description of Business

Historically, Sio Gene Therapies Inc. ("Sio"), together with its wholly owned subsidiaries (the "Company"), was a clinical-stage company focused on developing gene therapies to radically transform the lives of patients with neurodegenerative diseases.

Sio is a Delaware corporation, which was originally an exempted limited company incorporated under the laws of Bermuda in October 2014 and was named Axovant Gene Therapies Ltd. ("AGT") from March 2019 until November 2020. During November 2020, the Company completed a corporate transformation, changing its jurisdiction of incorporation from Bermuda to the State of Delaware, changing its name to Sio Gene Therapies Inc., and changing its ticker symbol on The Nasdaq Global Select Market (“Nasdaq”) to “SIOX” (collectively, these events comprise the “Domestication”). The Company continues to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable rules of Nasdaq.

Since its initial public offering in 2015, the Company has devoted substantially all of its efforts to raising capital, acquiring product candidates and advancing its product candidates into clinical development. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis.

During calendar 2022, the Company began pursuing strategic alternatives. After extensively evaluating the Company's strategic options, in December 2022, the Board of Directors unanimously concluded that it would be in the best interests of the Company and its stockholders to liquidate and dissolve the Company (the “Dissolution”).

Note 2—Summary of Significant Accounting Policies

(A) Basis of Presentation:

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31.

These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the "Annual Report"), filed with the SEC on June 14, 2022. The unaudited condensed consolidated balance sheet at March 31, 2022 has been derived from the audited consolidated financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the periods presented have been included. Operating results for the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 are not necessarily indicative of the results that may be expected for the year ending March 31, 2023, for any other interim period, or for any other future year.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC"), and as amended by Accounting Standards Updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"). These unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current period presentation.

During November 2020, the historical financial statements and subsidiaries of AGT became the historical financial statements and subsidiaries of Sio upon consummation of the Domestication. As a result, these unaudited condensed consolidated financial statements and accompanying notes reflect (i) the historical operating results of AGT and its subsidiaries prior to the Domestication; (ii) the operating results of the Company following the Domestication; and (iii) the Company’s equity structure for all periods presented.

As a result of agreements reached during the six months ended September 30, 2022 for the early termination of lease agreements for an office facility in New York, New York and for a research and development facility and related office space in Durham, North Carolina, the associated balances of operating lease right-of-use assets and operating lease liabilities on the Company's condensed consolidated balance sheet ~~were significantly reduced.~~have been eliminated.

There have been no significant changes, other than those mentioned in the preceding paragraph, in the Company’s accounting policies from those disclosed in its Annual Report.

(B) Going Concern and Management's Plans:

The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40, "Presentation of Financial Statements—Going Concern", which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date that its annual and interim consolidated financial statements and accompanying notes are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. If and when an entity’s ~~liquidation~~liquidation/dissolution becomes imminent, financial statements should be prepared under the liquidation basis of accounting. Determining the extent, if any, to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern, or the extent to which mitigating plans sufficiently alleviate any such substantial doubt, as well as whether or not liquidation is imminent, requires judgment by management. The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements and accompanying notes are issued.

The Company ~~is currently a development stage company, and thus,~~ has not yet achieved profitability. The Company expects to continue to incur ~~significant~~ operating and net losses, as well as negative cash flows from operations, ~~for~~including through the ~~foreseeable future.~~date of the proposed Dissolution. The Company has not generated any revenue to date.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and the fiscal year ended March 31, 2022, the Company incurred net losses of ~~$11.5~~$15.5 million and $71.9 million, respectively. As of ~~September 30,~~December 31, 2022, the Company’s cash and cash equivalents totaled ~~$49.9~~$46.1 million and its accumulated deficit was ~~$874.4~~$878.5 million. The Company estimates that its current cash and cash equivalents balance is sufficient to support operations beyond the twelve month period following the date that these unaudited condensed consolidated financial statements were issued. These estimates are based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

~~The Company's~~If the Dissolution is not approved by our stockholders, our future ~~funding~~capital requirements, ~~both near~~cash flows, and ~~long-term,~~results of operations could be affected by and will depend on many factors that are currently unknown to us, including ~~but not limited to,~~ the ~~timing and~~ outcome of ~~its exploration~~our review and evaluation of ~~and execution upon~~ any ~~potential~~additional strategic alternatives the cost of obtaining necessary intellectual property and defending potential intellectual property disputes, realization of the anticipated benefits of the Company's headcount reduction, and the costs of operating as a public company.or changes in our business strategy.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to certain assets and liabilities, including its research and development accruals, as well as assumptions used to estimate the fair value of its stock option awards, estimate its income tax expense and estimate its ability to continue as a going concern. Specifically, the Company’s assessment of the completeness of the information for research and development accruals is subject to variability and uncertainty. In addition, in certain circumstances, the determination of the nature and amount of research and development services that have been received during the reporting period requires judgment as the timing and pattern of vendor invoicing does not correspond to the level of services provided. The Company estimates the grant date fair value of stock option awards with only time-based vesting requirements using a Black-Scholes valuation model and uses a Monte Carlo Simulation method under the income approach to estimate the grant date fair value of stock option awards with market-based performance conditions. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Additionally, the Company assessed the impact that the COVID-19 pandemic has had on its operations and financial results as of September 30, 2022 and through the date of issuance of these unaudited condensed consolidated financial statements. The Company’s analysis was informed by the facts and circumstances as they were known to the Company. This assessment considered the impact COVID-19 may have on financial estimates and assumptions that affect the reported amounts of assets and liabilities and expenses.

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(D) Net Loss per Share of Common Stock:

Basic net loss per share of common stock is computed by dividing the net loss applicable to shareholders of common stock by the weighted-average number of shares of common stock and 3,301,998 pre-funded warrants (see Note 6(B)) outstanding during the period, without further consideration for potentially dilutive securities. The pre-funded warrants were fully exercised in July 2021 (See Note 6(B)). In accordance with ASC Topic 260, Earnings Per Share, the pre-funded warrants were included in the computation of basic net loss per share because the exercise price was negligible and they were fully vested and exercisable at any time after the original issuance date. Diluted net loss per share of common stock is computed by dividing the net loss applicable to shareholders of common stock by the diluted weighted-average number of shares of common stock outstanding during the period calculated in accordance with the treasury stock method. In periods in which the Company reports a net loss, all common stock equivalents are deemed anti-dilutive such that basic net loss per share of common stock and diluted net loss per share of common stock are equivalent. Potentially dilutive shares of common stock have been excluded from the diluted net loss per share of common stock computations in all periods presented because such securities have an anti-dilutive effect on net loss per share of common stock due to the Company’s net loss. Restricted Stock Units ("RSUs") and stock options outstanding for a total of 1.9 million and ~~5.5~~5.1 million shares of common stock were not included in the calculation of diluted weighted-average shares of common stock outstanding for the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 and ~~September 30,~~December 31, 2021, respectively, because they were anti-dilutive given the net loss of the Company.

(E) Financial Instruments and Fair Value Measurement:

The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments.

The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

Fair value is defined as the exchange price, or exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following:

•Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

•Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s financial instruments include cash and cash equivalents and previously included restricted cash. Cash consists of non-interest-bearing deposits denominated in the U.S. dollar, Swiss franc and Euro, while cash equivalents consists of interest-bearing money market fund deposits denominated in the U.S. dollar, which are invested in debt securities issued or guaranteed by the U.S. government and repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities, and restricted cash consists of interest-bearing deposits denominated in the U.S. dollar. Cash and restricted cash are stated at their historical carrying amounts, which approximate fair value due to their short-term nature. The carrying values of the Company's money market fund included in cash and cash equivalents of ~~$47.0~~$45.1 million and $61.0 million at ~~September 30,~~December 31, 2022 and March 31, 2022, respectively, approximated their fair values, which are based on quoted prices in active markets for identical securities.

1110

The following table summarizes the fair value of the Company's money market fund included in cash equivalents based on the inputs used at ~~September 30,~~December 31, 2022 and March 31, 2022 in determining such values (in thousands):

As of September 30, 2022 As of March 31, 2022
Fair Value Price Quotations (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Price Quotations (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
Money market fund $ 47,012 $ 47,012 $ — $ — $ 61,000 $ 61,000 $ — $ —


	As of December 31, 2022								As of March 31, 2022
	Fair Value		Price Quotations (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Price Quotations (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market fund	$	45,060	$	45,060	$	—	$	—	$	61,000	$	61,000	$	—	$	—

(F) Recent Accounting Pronouncements:

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU No. 2016-13"). ASU 2016-13 requires that financial assets measured at amortized cost, such as loans, accounts and trade receivables and investments, be represented net of expected credit losses, which may be estimated based on relevant information such as historical experience, current conditions, and future expectation for each pool of similar financial asset. ASU No. 2016-13 requires enhanced disclosures related to trade receivables and associated credit losses. In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief", which allows for a transition election on certain instruments and is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods in those fiscal years. In November 2019, the FASB issued ASU No. 2019-11, "Codification Improvements to Topic 326, Financial Instruments — Credit Losses", which amends certain aspects of ASU No. 2016-13, including transition relief for troubled debt restructuring ("TDR"), among other topics. In March 2022, the FASB issued ASU No. 2022-02, "Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" ("ASU No. 2022-02"), which eliminates the accounting guidance on TDRs for creditors in ASC Subtopic 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. ASU No. 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. While the Company does not expect the adoption of this guidance to materially impact the Company's consolidated financial statements and related disclosures because it does not currently have any investments or trade receivables, the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions.

~~In August 2020, the FASB issued ASU No. 2020-06, "Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40)~~" ("ASU No. 2020-06"). ASU No. 2020-06 simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under ASU No. 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. ASU No. 2020-06 also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the computation of diluted earnings or loss per share. The provisions of ASU No. 2020-06 are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company's adoption of ASU No. 2020-06 on April 1, 2022 did not impact the Company's consolidated financial statements and related disclosures because it did not maintain any debt instruments accounted for in accordance with ASC Subtopic 470-20, "~~Debt — Debt with Conversion and Other Options" or instruments accounted for as derivatives in accordance with ASC Subtopic 815-40, "Derivatives and Hedging — Contracts in Entity's Own Equity", and the Company had also included outstanding pre-funded warrants in the computation of basic net loss per share (see Note 2(D)).~~

~~In May 2021, the FASB issued ASU No. 2021-04, "~~Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options" ("ASU No. 2021-04"). ASU No. 2021-04 provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. To the extent applicable, issuers first reference other U.S. GAAP to account for the effect of the modification. In the absence of other U.S. GAAP, ASU No. 2021-04 clarifies whether to account for the effect as an adjustment to equity, and the related EPS implications, or as an expense, and if so the manner and pattern of recognition. The provisions of ASU No. 2021-04 are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company's adoption of ASU No. 2021-04 on April 1, 2022 did not impact the Company's consolidated financial statements and related disclosures because it did not modify outstanding equity-classified written call options upon adoption.

~~In March 2022, the FASB issued ASU No. 2022-01, "Derivatives and Hedging (Topic 815) — Fair Value Hedging — Portfolio Layer Method~~" ("ASU No. 2022-01"). ASU No. 2022-01 clarifies the guidance in ASC Topic 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, and amends the guidance in ASU 2017-12, "~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~", that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the “portfolio layer” method. The provisions of ASU No. 2022-01 are effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. While the Company does not expect the adoption of this guidance to materially impact the Company's consolidated financial statements and related disclosures because it does not currently have any financial instruments designated as fair value hedges, the impact on the Company's consolidated financial statements and disclosures will depend on the facts and circumstances of any specific future transactions or circumstances.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows.

Note 3—License and Collaboration Agreements

(A) The University of Massachusetts Medical School Exclusive License Agreement:

In December 2018, the Company entered into an exclusive license agreement (the "UMMS Agreement") with the University of Massachusetts Medical School ("UMMS"), pursuant to which the Company received a worldwide, royalty-bearing, sub-licensable license under certain patent applications and any patents issuing therefrom, biological materials and know-how controlled by UMMS to develop and commercialize gene therapy product candidates, including AXO-AAV-GM1 and AXO-AAV-GM2, for the treatment of GM1 gangliosidosis and GM2 gangliosidosis (including Tay-Sachs disease and Sandhoff disease), respectively. In April 2022, the Company provided notice of termination of the UMMS Agreement to UMMS, which termination became effective August 31, 2022. The Company incurred a total of ~~$(1.2)~~$1.7 million and ~~$2.1~~$3.9 million of program-specific costs related to its AXO-AAV-GM1 and AXO-AAV-GM2 programs within research and development expenses in its unaudited condensed consolidated statements of operations during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022, respectively, and ~~$6.9~~$9.0 million and ~~$10.3~~$19.3 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2021, respectively. The Company paid a total of $0 and $0.2 million to UMMS during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022, respectively, and ~~$0.3~~$3.0 million and ~~$1.9~~$4.9 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2021, respectively.

(B) Oxford Biomedica License Agreement:

In June 2018, the Company entered into an exclusive license agreement (the "Oxford Agreement") with Oxford Biomedica (UK) Ltd. ("Oxford"), pursuant to which the Company received a worldwide, exclusive, royalty-bearing, sub-licensable license under certain patents and other intellectual property controlled by Oxford to develop and commercialize AXO-Lenti-PD and related gene therapy products for all diseases and conditions. In February 2022, the Company provided notice of termination of the Oxford Agreement to Oxford, which termination became effective June 30, 2022. The Company incurred ~~$37~~$0 thousand and $0.1 million of AXO-Lenti-PD program-specific costs within research and development expenses in its unaudited condensed consolidated statement of operations during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 and ~~$0.5~~$8.3 million and ~~$1.0~~$9.3 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2021, respectively. The Company paid Oxford a total of $0 and $0.6 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022, respectively, and $0$0.6 million and ~~$22 thousand~~$0.6 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2021, respectively.

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Note 4—Investment in Arvelle Therapeutics B.V.

In February 2021, the Company sold its investment of 8.1 million shares of nonredeemable preferred stock (the "Arvelle Shares") of Arvelle Therapeutics B.V. ("Arvelle") to a third party as part of that third party's cash acquisition of all of the outstanding equity of Arvelle. In exchange, the Company received an upfront payment of approximately $11.6 million, in addition to a ~~future~~ payment ~~to be~~ received in December 2022 of approximately $1.2 million that ~~is being~~had previously been held in escrow and ~~that is~~ recorded as restricted cash, ~~in the Company's unaudited condensed consolidated balance sheet at September 30, 2022,~~ as well as the right to receive up to an additional total of $7.0 million in potential future regulatory and sales milestone payments (collectively, the "Arvelle Sale"). The Company originally purchased its Arvelle Shares in February 2019 and May 2020 in exchange for €0.00001 per share paid in cash, as well as certain goods and services provided by the Company to Arvelle. The Company recorded a net gain of approximately $4.7 million to other non-operating income in the Company's consolidated statement of operations upon the closing of the Arvelle Sale in February 2021, as well as a gain of approximately $4.3 million recorded to other non-operating income in the Company's consolidated statement of operations and to receivable from sale of long-term investment in its consolidated balance sheet upon the achievement of a regulatory milestone in March 2021 that was collected during the three months ended June 30, 2021.

Note 5—Accrued Expenses

As of ~~September 30,~~December 31, 2022, and March 31, 2022, accrued expenses consisted of the following (in thousands):


		September 30, 2022		March 31, 2022			December 31, 2022		March 31, 2022
Research and development expenses	Research and development expenses	$	1,153	$	4,392	Research and development expenses	$	—	$	4,392
Bonuses and other compensation expenses	Bonuses and other compensation expenses	475		2,113		Bonuses and other compensation expenses	572		2,113
Other expenses	Other expenses	740		958		Other expenses	880		958
Income and other tax expenses	Income and other tax expenses	499		769		Income and other tax expenses	499		769
Total accrued expenses	Total accrued expenses	$	2,867	$	8,232	Total accrued expenses	$	1,951	$	8,232

Note 6—Stockholders' Equity

(A) Overview:

Sio's Certificate of Incorporation filed with the State of Delaware on November 12, 2020 authorizes the issuance of up to a total of 1,010,000,000 shares, of which 1,000,000,000 shares are common stock with a par value of $0.00001 per share and 10,000,000 shares are preferred stock with a par value of $0.00001 per share.

(B) Transactions:

In February 2020, as part of a follow-on public offering, the Company issued and sold pre-funded warrants to purchase up to 3,301,998 shares of common stock at an offering price of $3.74999 and an exercise price of $0.00001 per pre-funded warrant, which were fully exercised in July 2021. The pre-funded warrants were classified as equity and the fair value of the pre-funded warrants was recorded as a credit to additional paid-in capital and was not subject to remeasurement.

The Company has engaged SVB Securities LLC as its agent to sell shares of the Company's common stock from time to time through an at-the-market equity offering program. SVB Securities LLC receives compensation for its services in an amount equal to 3% of the gross proceeds of any of the Company's common stock sold. During the ~~six~~nine months ended ~~September 30,~~December 31, 2022, the Company did not sell any shares of its common stock under this program. During the ~~six~~nine months ended ~~September 30,~~December 31, 2021, the Company sold approximately ~~0.2~~0.7 million shares of its common stock for total proceeds of approximately ~~$0.5~~$1.6 million, net of brokerage fees, under this program. As of ~~September 30,~~December 31, 2022, the Company had sold a total of approximately $30.4 million shares of its common stock for aggregate proceeds of approximately $92.0 million, net of brokerage fees, under and since the inception of this program.

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Note 7—Stock-Based Compensation

(A) Amended and Restated 2015 Equity Incentive Plan:

In March 2015, the Company adopted its 2015 Equity Incentive Plan, which was (i) amended and restated in June 2017 by its Board of Directors and became effective upon shareholder approval in August 2017, (ii) further amended and restated in October 2020 by its Board of Directors, and (iii) further amended and restated in August 2021 by its Board of Directors and became effective upon stockholder approval in September 2021 (the "2015 Plan"). In April 2022 and April 2021, the number of shares of common stock authorized for issuance under the 2015 Plan increased automatically by 2.9 million and 2.8 million, respectively, in accordance with the terms of the 2015 Plan. Upon amendment and restatement by the Company's Board of Directors and stockholder approval of the 2015 Plan in August 2021 and September 2021, respectively, the number of shares of common stock authorized for issuance under the 2015 Plan increased by 5.0 million. At ~~September 30,~~December 31, 2022, totals of 16.3 million shares of common stock were authorized for issuance and 13.4 million shares of common stock were available for future issuance under the 2015 Plan.

(B) Stock Options:

Time-based stock options granted to the Company's employees vest over a period of either (i) four years with 25% of the shares of common stock underlying the option vesting on the first anniversary of the vesting commencement date and the remainder vesting in 12 equal quarterly installments thereafter for such stock options granted prior to April 2021, or (ii) three years with one-third of the shares of common stock underlying the stock option vesting on the first anniversary of the vesting commencement date and the remainder vesting in 8 equal quarterly installments thereafter for such stock options granted since April 2021, each subject to continuing service. Initial stock options granted to the Company's non-employee directors vest in equal installments on the first, second and third anniversaries of the vesting commencement date, and stock options subsequently granted annually to the Company's non-employee directors vest fully on the first anniversary of the vesting commencement date, each subject to continuous service. Options with market-based performance conditions vest based on the trading price for the Company's shares of common stock exceeding certain closing price thresholds.

Stock options granted under the 2015 Plan provide option holders, if provided for by the terms of the option agreement or if approved by the Board of Directors, the right to exercise their options prior to vesting. In the event that an option holder exercises the unvested portion of any option, such unvested portion will be subject to a repurchase option held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase and (ii) the exercise price of the options. Any shares of common stock underlying such unvested portion will continue to vest in accordance with the original vesting schedule of the option.

The Company did not grant any stock options during the ~~six~~nine months ended ~~September 30,~~December 31, 2022. During the ~~six~~nine months ended ~~September 30,~~December 31, 2021, the Company granted options to purchase a total of 1.6 million shares of its common stock, with a weighted-average exercise price of $2.47 and estimated grant date fair value of $3.3 million under the 2015 Plan. There were no options with market-based performance conditions granted during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and ~~September 30,~~December 31, 2021 under the 2015 Plan. At ~~September 30,~~December 31, 2022, options to purchase a total of 1.1 million shares of common stock were outstanding under the 2015 Plan with a weighted-average exercise price of $8.69 per share, including options with market-based performance conditions to purchase 0.1 million shares of common stock at a weighted average exercise price of $6.42 per share. At ~~September 30,~~December 31, 2022, vested options to purchase a total of ~~0.8~~0.9 million shares of common stock were outstanding under the 2015 Plan, with no options with market-based performance conditions vested and outstanding. During the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and ~~September 30,~~December 31, 2021, the total grant date fair values of stock options that vested under the 2015 Plan were ~~$0.8~~$1.0 million and ~~$1.5~~$2.0 million, respectively.

RSUs granted during the ~~six~~nine months ended ~~September 30, 2022 and September 30,~~December 31, 2021 vest in three equal annual installments commencing on the first anniversary of the vesting commencement date, subject to continuing service. Of the total number of RSUs granted in September 2019 representing approximately 0.3 million shares of the Company's common stock, one-half vested on January 31, 2020 and the remaining one-half vested on July 31, 2020, subject to continuing service. The Company did not grant any RSUs during the ~~six~~nine months ended ~~September 30,~~December 31, 2022. During the ~~six~~nine months ended ~~September 30,~~December 31, 2021, the Company granted RSUs for a total of ~~1.2~~1.5 million shares of common stock, with an aggregate grant date fair value of ~~$3.1~~$3.6 million to its employees under the 2015 Plan. At ~~September 30,~~December 31, 2022, RSUs for approximately 0.8 million shares of common stock were outstanding, of which approximately 39 thousand were vested. During the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and ~~September 30,~~December 31, 2021, the total grant date fair values of RSUs that vested under the 2015 Plan were $0.7 million and ~~$0.9~~$1.0 million, respectively.

1514

(D) Stock-based Compensation Expense:

The Company recorded total stock-based compensation expense of $0.2 million and ~~$56 thousand for the three and six- months ended September 30, 2022 and $1.4 million and $2.7~~$0.3 million for the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 and $1.0 million and $3.7 million for the three and nine months ended December 31, 2021, respectively, related to options and RSUs granted to its employees and directors, excluding stock-based compensation expense allocated to the Company from RSL (see Note 7(E)). The stock-based compensation expense was included in research and development and general and administrative expenses in the Company's unaudited condensed consolidated statements of operations. At ~~September 30,~~December 31, 2022, total unrecognized compensation expense for unvested outstanding option and RSU equity awards of the Company's common stock granted to its employees and directors under the 2015 Plan was ~~$1.1~~$0.9 million, which is expected to be recognized over the remaining weighted-average service period of ~~1.69~~1.52 years.

(E) RSL Common Share Awards and Options:

Certain employees of the Company have been granted RSL common share awards and options for which stock-based compensation expense is allocated to the Company from RSL. The Company recorded no such total allocated stock-based compensation expense in the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022, and ~~$5.9~~$0.4 million and ~~$5.9~~$6.3 million during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2021, respectively.

~~Note 8—Commitments and Contingencies~~

~~Certain of the Company's agreements could require final payments to the counterparty as a result of the recent termination of its licenses and clinical trials.~~

1615

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

The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with (i) the interim unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (ii) the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the fiscal year ended March 31, ~~2021,~~2022, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on June ~~9, 2021.~~14, 2022.

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations, although not all forward-looking statements contain these identifying words. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements appearing in a number of places throughout this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things:

•~~the timing and outcome of our exploration of potential strategic alternatives;~~

•our anticipated uses of cash, cash runway and future cash ~~position;~~position, including the availability, timing and amount of liquidating distributions, the amounts that will need to be set aside by us and the adequacy of such reserves to satisfy our obligations;

•the amount of proceeds that might be realized from the sale or other disposition of any of our remaining assets;

•timing and stockholder approval of our planned Dissolution;

•the incurrence by the Company of expenses relating to the Dissolution;

•the timing, cost and anticipated savings benefits of internal restructurings that we have conducted or may conduct in the future, including headcount reductions;

•the timing of delisting of our ~~public securities' potential liquidity~~common stock from Nasdaq and ~~trading;~~related limitations on future trading of our common stock prior to the Dissolution;

•~~continued service of, or changes required in,~~ our ~~officers or~~ability to retain employees, consultants and other ~~key personnel;~~resources to carry out the Dissolution; and

•our estimates regarding our results of operations, financial condition, liquidity and capital ~~requirements, prospects, growth and strategies;~~

•~~our lack of profitability and the need for additional capital;~~

•~~the impact of laws and government regulations;~~

•~~the effects of the COVID-19 pandemic on our business and operations; and~~

•our ability to operate our business and effectively explore and pursue potential strategic alternatives under evolving and uncertain macroeconomic conditions, such as high inflation and a recessionary environment;requirements.

We have based these forward-looking statements largely on our current expectations and projections about future events, including statements regarding the ~~responses we expect from the FDA~~Dissolution and ~~other regulatory authorities and financial trends~~related matters that we believe may affect our financial condition, results of operations, business strategy ~~nonclinical studies and clinical trials~~ and financial needs. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors known and unknown that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled "Risk Factors" set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 and in our other filings with the SEC. These risks are not exhaustive. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements as predictions of future events.

1716

Overview

Until recently, we were a clinical-stage company focused on developing gene therapies to treat neurodegenerative diseases: AXO-AAV-GM1 for the treatment of GM1 gangliosidosis, AXO-AAV-GM2 for the treatment of GM2 gangliosidosis (including Tay-Sachs and Sandhoff diseases) and AXO-Lenti-PD for the treatment of Parkinson’s disease. During the fiscal year covered by this ~~year,~~report, we wound down these ~~programs and are continuing research and development efforts on one pre-clinical program.~~

In June 2018, we entered into the Oxford Agreement with Oxford pursuant to which we received a worldwide, royalty-bearing, sub-licensable license under certain patents and other intellectual property controlled by Oxford to develop and commercialize AXO-Lenti-PD and related gene therapy products. In February 2022, we provided notice to Oxford to terminate the Oxford Agreement to develop and commercialize AXO-Lenti-PD and related gene therapy product candidates. We determined to terminate the Oxford Agreement and redirect resources to our AXO-AAV-GM1 and -GM2 programs, as well as other strategic initiatives, due to several factors, including the resource requirements and development timelines to reach meaningful value inflection for the program and an increasingly challenging market and regulatory environment for Parkinson’s disease. We continued to incur immaterial expenses in connection with the Oxford Agreement until its termination became effective on June 30, 2022.

In December 2018, we entered into the UMMS Agreement with UMMS pursuant to which we received a worldwide, royalty-bearing, sub-licensable license under certain patent applications and any patents issuing therefrom, biological materials and know-how controlled by UMMS to develop and commercialize gene therapy product candidates, including AXO-AAV-GM1 and AXO-AAV-GM2, for the treatment of GM1 gangliosidosis and GM2 gangliosidosis (including Tay-Sachs disease and Sandhoff disease). In April 2022, we provided notice to UMMS to terminate the UMMS Agreement, which termination became effective August 31, 2022. These two programs have been wound down; we are negotiating final payments to certain program vendors.programs.

In parallel with our decision to terminate ~~the AXO-AAV-GM1 and -GM2~~our clinical programs, in April 2022, ~~our board~~the Board of ~~directors~~Directors approved and we announced the strategic decision to explore and review a range of strategic alternatives focused on maximizing stockholder value from our existing cash and cash equivalents, including a potential sale, merger, business combination or similar transaction. In connection with these actions, and as approved by ~~our board~~the Board of ~~directors,~~Directors, we began implementing a significant headcount reduction, which concluded in August 2022.

While we continue to conduct one pre-clinical research and development program, we are devoting substantial time and resources to exploring strategic alternatives. Despite devoting significant efforts to identify and evaluate In December 2022, following assessment of potential strategic alternatives, ~~there can be no assurance that this strategic review process will result in us pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all.~~ the Board of Directors approved the dissolution and liquidation of the company (the "Dissolution"), subject to stockholder approval.

We ~~have not set a timetable for completion of this strategic review process,~~intend to file proxy materials with the Securities and our board of directors has not approved a definitive course of action. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value or that we will make any additional cash distributionExchange Commission and mail such materials to our ~~stockholders. If a strategic transaction is not completed, including if our board of directors determines that no potential transactions or counterparties would be in the best interests of our~~ stockholders ~~our board of directors may decide to pursue a dissolution and liquidation. In addition, certain of our agreements could require final payments to the counterparty~~ as ~~a result~~ of the ~~recent termination~~applicable record date expeditiously and to hold a special meeting of ~~our licenses and clinical trials.~~

~~COVID-19 Business Update~~

~~We are continuing to closely monitor~~stockholders as soon as practicable for the ~~impact~~purpose of obtaining stockholder approval of the ~~global COVID-19 pandemic on~~Dissolution.

The Dissolution contemplates an orderly wind down of our business and operations ~~as well as measures~~in accordance with the provisions of Delaware law. If our stockholders approve the Dissolution, we intend to file a Certificate of Dissolution with the Delaware Secretary of State dissolving the Company, satisfy or resolve our remaining liabilities and ~~guidance from governmental authorities.~~

Inobligations, including but not limited to contingent liabilities and claims and costs associated with the ~~conduct~~dissolution and liquidation, make reasonable provisions for unknown claims and liabilities and attempt to convert all of our ~~business activities during the pandemic, we took actions designed to protect the safety~~remaining assets into cash or cash equivalents, and well-being of patients, healthcare workers and employees. For patients previously enrolled in our clinical trials, we worked closely with clinical trial investigators and site staff to continue treatment in compliance with trial protocols and to uphold trial integrity, while working to observe government and institutional guidelines designed to safeguard the health and safety of patients, clinical trial investigators and site staff. While the COVID-19 pandemic has not resulted in a significant delaymake distributions to our ~~prior clinical development timelines to-date~~stockholders of cash available for distribution based upon their proportionate ownership at the time of the dissolution, subject to applicable legal requirements. The proxy materials that we file with the SEC and ~~has not had a significant impact~~mail to our ~~historical operations,~~stockholders will contain more important information regarding the ~~COVID-19 pandemic continues~~proposed Dissolution. We also expect our common stock to ~~evolve, including as a result of variants. The effects of~~be delisted from the ~~COVID-19 pandemic, together with recent macroeconomic uncertainty, could materially impact our strategic goals~~Nasdaq Capital Market in March 2023.

Pursuant to explore and review a range of strategic alternatives focused on maximizing stockholder value from our existing cash and cash equivalents, including a potential sale, merger, business combination or similar transaction. The COVID-19 pandemic and related impacts (including inflationary pressures and macroeconomic uncertainty) could result in significant and prolonged disruption of global financial markets, which has negatively impacted and may continue to reduce our ability to access capital, limitingDelaware law, the ~~financial resources available to us as well as to any potential strategic counterparty.~~

~~We do not yet know the full extent of potential impacts on our business, operations, strategic goals, or the global economy as a whole. However, these effects could harm our operations, and we~~Company will continue to ~~monitor~~exist for three years after the ~~COVID-19 situation closely. For additional information about risks~~Certificate of Dissolution is filed or for such longer period as the Delaware Court of Chancery shall direct. If our stockholders approve the Dissolution, we will be authorized to cease operations, sell or otherwise dispose of its non-cash assets and ~~uncertainties related~~dissolve the Company and its subsidiaries without further approval of the stockholders, unless required to obtain such approval under Delaware law.

If our stockholders do not approve the Dissolution, the Board of Directors and management will continue to explore other strategic alternatives. Because the Board of Directors and management believe that they have exhausted all reasonable and viable strategic alternatives, it is possible that we would seek voluntary dissolution at a later time and potentially with diminished assets. In addition, we could cease operations, make an assignment for the benefit of creditors, turn the Company over to a third-party management company or liquidator or file for bankruptcy protection. Even if our stockholders approve the Dissolution, the Board of Directors has reserved the right, in its discretion, to the ~~COVID-19 pandemic~~extent permitted by Delaware law, to abandon or delay implementation of the Dissolution, in order, for example, to permit the Company to pursue any new business opportunities or strategic transactions that may ~~impact our business, financial condition and results of operations, see the section titled “Risk Factors” under Part II, Item 1A in this Quarterly Report on Form 10-Q.~~arise.

Financial Operations Overview

Revenue

We have not generated any revenue from the sale of any products, and we do not expect to generate any revenue unless and until we obtain regulatory approval of and begin to commercialize any product candidates.

Research and Development Expense

Since our inception, our operations have historically been focused primarily on organizing and staffing our company, raising capital, and acquiring, preparing for and advancing our product candidates into clinical development. Until recently, our research and development expenses included program-specific costs, as well as unallocated internal costs, such as the following:

Program-specific costs include:

•direct third-party costs, which include expenses incurred under agreements with CROs and contract manufacturing organizations, the cost of consultants who assist with the development of our product candidates on a program-specific basis, investigator grants, sponsored research, manufacturing costs in connection with producing materials for use in conducting nonclinical and clinical studies, and any other third-party expenses directly attributable to the development of our prior product candidates; and

•payments for research and development milestones, which include costs incurred under our agreements with UMMS and Oxford.

Unallocated internal costs include:

•stock-based compensation expense for research and development personnel;

•personnel-related expenses, which include employee-related expenses, such as salaries, benefits and recruiting expenses, for research and development personnel; and

•other expenses, which include research and development software costs, travel expenses, laboratory facility rental costs and research and development equipment depreciation expenses, as well as the cost of consultants who assist with our research and development but are not allocated to a specific program.

~~Our~~We do not expect to incur any research and development expenses ~~are expected to decrease substantially~~ in the ~~near term~~future, as ~~they are concentrated on one preclinical program.~~we have stopped all research and development activity.

General and Administrative Expense

General and administrative expenses consist primarily of employee-related expenses such as salaries, benefits and travel expenses for our general and administrative personnel; stock-based compensation, including stock-based compensation allocated to us from our affiliate, Roivant Sciences Ltd. ("RSL"), for certain RSL equity instruments granted to certain of our employees (primarily our former CEO (the "RSL Equity Instruments"), who resigned as our CEO in January 2022); non-employee benefit insurance premiums; third-party legal and accounting fees; information technology costs; office rent, fixed asset depreciation and other overhead costs; and consulting services.

During the fiscal year ending March 31, 2023, we anticipate that our general and administrative expenses will decrease compared to the fiscal year ended March 31, 2022, primarily as a result of stock-based compensation expense associated with the RSL Equity Instruments, for which expensing commenced upon the liquidity event vesting condition being met upon the closing of RSL's business combination with Montes Archimedes Acquisition Corp. ("MAAC") on September 30, 2021 and ended by March 31, 2022.

Results of Operations for the Three and ~~Six-Months~~Nine Months Ended ~~September 30,~~December 31, 2022 and 2021

The following table summarizes our results of operations for the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 and 2021 (in thousands):


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended December 31,						Nine Months Ended December 31,
		2022		2021		Change		2022		2021		Change			2022		2021		Change		2022		2021		Change
Operating expenses:	Operating expenses:													Operating expenses:
Research and development expenses	Research and development expenses													Research and development expenses
(includes stock-based compensation (benefit) expense of $(8) and $489 for the three months ended September 30, 2022 and 2021 and $(409) and $921 for the six months ended September 30, 2022 and 2021, respectively)		$	336	$	11,448	$	(11,112)	$	5,878	$	19,506	$	(13,628)
(includes stock-based compensation (benefit) expense of $0 and $130 for the three months ended December 31, 2022 and 2021 and $(409) and $1,051 for the nine months ended December 31, 2022 and 2021, respectively)														(includes stock-based compensation (benefit) expense of $0 and $130 for the three months ended December 31, 2022 and 2021 and $(409) and $1,051 for the nine months ended December 31, 2022 and 2021, respectively)	$	1,883	$	21,287	$	(19,404)	$	7,761	$	40,793	$	(33,032)
General and administrative expenses	General and administrative expenses													General and administrative expenses
(includes stock-based compensation expense of $223 and $6,809 for the three months ended September 30, 2022 and 2021 and $465 and $7,698 for the six months ended September 30, 2022 and 2021, respectively)		2,941		9,748		(6,807)		5,933		13,607		(7,674)
(includes stock-based compensation expense of $227 and $1,268 for the three months ended December 31, 2022 and 2021 and $692 and $8,966 for the nine months ended December 31, 2022 and 2021, respectively)														(includes stock-based compensation expense of $227 and $1,268 for the three months ended December 31, 2022 and 2021 and $692 and $8,966 for the nine months ended December 31, 2022 and 2021, respectively)	2,600		4,086		(1,486)		8,533		17,693		(9,160)
Total operating expenses	Total operating expenses	3,277		21,196		(17,919)		11,811		33,113		(21,302)		Total operating expenses	4,483		25,373		(20,890)		16,294		58,486		(42,192)

Other expense, net		(197)		41		(238)		(321)		22		(343)
Other (income) expense, net														Other (income) expense, net	(464)		83		(547)		(785)		105		(890)
Loss before income tax benefit	Loss before income tax benefit	(3,080)		(21,237)		18,157		(11,490)		(33,135)		21,645		Loss before income tax benefit	(4,019)		(25,456)		21,437		(15,509)		(58,591)		43,082
Income tax benefit	Income tax benefit	—		—		—		(4)		(28)		24		Income tax benefit	—		—		—		(4)		(28)		24
Net loss	Net loss	$	(3,080)	$	(21,237)	$	18,157	$	(11,486)	$	(33,107)	$	21,621	Net loss	$	(4,019)	$	(25,456)	$	21,437	$	(15,505)	$	(58,563)	$	43,058

Research and Development Expenses

Our research and development expenses during the three and ~~six-months~~nine months ended ~~September 30,~~December 31, 2022 and 2021 consisted of the following (in thousands):


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended December 31,						Nine Months Ended December 31,
		2022		2021		Change		2022		2021		Change			2022		2021		Change		2022		2021		Change

Program-specific costs	Program-specific costs	$	(1,198)	$	7,381	$	(8,579)	$	2,286	$	11,357	$	(9,071)	Program-specific costs	$	1,744	$	17,262	$	(15,518)	$	4,030	$	28,619	$	(24,589)

Unallocated internal costs:	Unallocated internal costs:													Unallocated internal costs:
Personnel-related	Personnel-related	134		2,163		(2,029)		1,676		4,663		(2,987)		Personnel-related	—		2,464		(2,464)		1,676		7,127		(5,451)
Stock-based compensation expense		(8)		489		(497)		(409)		921		(1,330)
Stock-based compensation expense (benefit)														Stock-based compensation expense (benefit)	—		130		(130)		(409)		1,051		(1,460)
Other	Other	1,408		1,415		(7)		2,325		2,565		(240)		Other	139		1,431		(1,292)		2,464		3,996		(1,532)
Total research and development expenses	Total research and development expenses	$	336	$	11,448	$	(11,112)	$	5,878	$	19,506	$	(13,628)	Total research and development expenses	$	1,883	$	21,287	$	(19,404)	$	7,761	$	40,793	$	(33,032)

Research and development expenses were ~~$0.3~~$1.9 million for the three months ended ~~September 30,~~December 31, 2022 and ~~$11.4~~$21.3 million for the three months ended ~~September 30,~~December 31, 2021. The ~~$11.1~~$19.4 million decrease was primarily related to decreases in:

(i) program-specific costs relating to our prior AXO-Lenti-PD and AXO-AAV-GM1 and AXO-AAV-GM2 programs, which decreased ~~$8.6~~$15.5 million as we wound down our clinical-stage programs subsequent to our termination of the Oxford Agreement and the UMMS Agreement; and

(ii) unallocated internal costs, which decreased ~~$2.5~~$3.9 million primarily due to reductions in personnel-related costs after announcing the discontinuation of our clinical-stage programs and initiating a significant reduction in workforce in April 2022. Other costs incurred during the three months ended September 30, 2022 included $0.7 million related to the early termination of the laboratory space lease in Durham, North Carolina and $0.6 million of losses on sales of equipment and furniture related to the termination of that lease.

Program-specific costs were $(1.2) million during the three months ended September 30, 2022 primarily due to adjustments required to reverse accruals made prior to the winding down of our clinical-stage programs.

Research and development expenses were ~~$5.9~~$7.8 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and ~~$19.5~~$40.8 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2021. The ~~$13.6~~$33.0 million decrease was primarily related to decreases in:

(i) program-specific costs relating to our prior AXO-Lenti-PD and AXO-AAV-GM1 and AXO-AAV-GM2 programs, which decreased ~~$9.1~~$24.6 million as we wound down our clinical-stage programs subsequent to our termination of the Oxford Agreement and the UMMS Agreement; and

(ii) unallocated internal costs, which decreased ~~$4.6~~$8.4 million primarily due to reductions in personnel-related costs after announcing the discontinuation of our clinical-stage programs and initiating a significant reduction in workforce in April 2022. Personnel-related costs incurred during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 included $0.7 million of severance expense. Other costs incurred during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 included $0.7 million related to the early termination of the laboratory space lease in Durham, North Carolina and $0.6 million of losses on sales of equipment and furniture related to the termination of that lease. Further, stock-based compensation expense incurred during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 ~~benifited~~benefited from the reversal of $0.4 million from prior periods resulting from the workforce reduction.

General and Administrative Expenses

General and administrative expenses were ~~$2.9~~$2.6 million for the three months ended ~~September 30,~~December 31, 2022 and ~~$9.7~~$4.1 million for the three months ended ~~September 30,~~December 31, 2021. The decrease of ~~$6.8~~$1.5 million was primarily due to decreases of ~~$6.6~~$1.0 million in stock-based compensation expense, ~~$5.9~~$0.4 million of which results from prior year expense associated with RSL equity instruments held by our former Chief Executive Officer, and $0.6 million in personnel-related expenses related to the workforce reduction that commenced in April 2022.

General and administrative expenses were ~~$5.9~~$8.5 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and ~~$13.6~~$17.7 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2021. The decrease of ~~$7.7~~$9.2 million was primarily due to a decrease of ~~$7.2~~$8.3 million in stock-based compensation expense, ~~$5.9~~$6.3 million of which results from prior year expense associated with RSL equity instruments held by our former Chief Executive Officer, and a decrease of ~~$1.1~~$1.7 million in personnel-related expenses.

Other (Income) Expense, net

Other (income) expense, net was ~~$(0.2)~~$(0.5) million and ~~$41~~$83 thousand for the three months ended ~~September 30,~~December 31, 2022 and 2021, respectively. Other income, net for the three months ended ~~September 30,~~December 31, 2022 consisted primarily of ~~$0.2~~$0.5 million of interest income. Other expense, net for the three months ended ~~September 30,~~December 31, 2021 consisted primarily of foreign exchange ~~losses and interest expense, partially offset by interest income.~~losses.

Other (income) expense, net was ~~$(0.3)~~$(0.8) million and ~~$22~~$105 thousand for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and 2021, respectively. Other income, net for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 consisted primarily of ~~$0.3~~$0.8 million of interest income. Other expense, net for the ~~six~~nine months ended ~~September 30,~~December 31, 2021 consisted primarily of foreign exchange losses and interest expense, partially offset by interest income.

Liquidity and Capital Resources

Sources of Liquidity

Since our initial public offering in June 2015, our operations have been financed primarily through sales of common stock and pre-funded warrants, as well as borrowings under our credit facilities. As of ~~September 30,~~December 31, 2022, we had ~~$49.9~~$46.1 million of cash and cash equivalents available to us.

Capital Requirements

We have not yet achieved profitability and expect to continue to incur operating and net losses, as well as negative cash flows from operations, ~~for~~including through the ~~foreseeable future. We have not generated any revenue to date. Until such time, if ever, as we can generate substantial product revenue, and subject to our pursuit~~date of ~~strategic alternatives, we expect to primarily finance our cash needs using our existing cash.~~

the proposed Dissolution.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2022 and the fiscal year ended March 31, 2022, we incurred net losses of ~~$11.5~~$15.5 million and $71.9 million, respectively. As of ~~September 30,~~December 31, 2022, our cash and cash equivalents totaled ~~$49.9~~$46.1 million and our accumulated deficit was ~~$874.4~~$878.5 million. WeIf the Dissolution is not approved by our stockholders, and notwithstanding the factors listed below, we expect that our existing cash and cash equivalents of ~~$49.9~~$46.1 million at ~~September 30,~~December 31, 2022 will enable us to fund our current operating plan beyond the twelve-month period following the date that the accompanying unaudited condensed consolidated financial statements and footnotes were ~~issued. In order to meet longer operating~~issued, although our future capital requirements, ~~including as we continue to explore~~cash flows, and ~~pursue strategic alternatives, we will need additional capital resources. We have based these estimates on assumptions that may prove to~~results of operations could be ~~wrong,~~affected by and we could use our available capital resources sooner than we currently expect. Our principal operating focus is currently on pursuing a range of strategic alternatives. We believe we have sufficient cash resources, net of costs which we estimate to incur in relation to such a transaction, to complete a strategic transaction. If we do not complete a strategic transaction, we may consider dissolving the Company and liquidating the assets. In that case, we believe that our cash resources are sufficient to satisfy estimated liabilities and costs of such a process. However, the achievement of a strategic transaction and the associated costs and timing thereof is uncertain and the time, cost and reserves which may be required to be held back for future claims is uncertain so our estimates may prove incorrect.

~~Our future funding requirements, both near and long-term,~~ will depend on many factors that are currently unknown to us, including ~~but not limited to,~~ the ~~timing and~~ outcome of our ~~exploration~~review and evaluation of ~~and execution upon~~ any ~~potential~~additional strategic alternatives or changes in our business strategy.

If the ~~cost of obtaining necessary intellectual property and defending potential intellectual property disputes, realization of~~Dissolution is not approved by our stockholders, to the ~~anticipated benefits of~~extent our ~~headcount reduction, and the costs of operating as a public company.~~

~~We expect~~capital resources are insufficient to ~~primarily~~meet our future capital requirements, we will need to finance our future cash needs ~~using our existing cash. We do not currently have any committed external source of funds. We continually assess multiple options to obtain additional~~through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements. Additional funding to support our operations, including proceeds from offerings of our equity securities or debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Sources of a sufficient amount of financing may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing equity securities or by selling convertible debt securities, further dilution to our existing stockholders may result. If we raise funds through licensing arrangements, we may be required to relinquish rights to our technologies or drug candidates, or grant licenses on terms that are not favorable ~~terms,~~to us. Our common stock may also be delisted from the Nasdaq Capital Market in March 2023 if ~~at all, and~~we do not regain compliance with the minimum bid price requirement, in which case our ability to raise additional ~~capital has been, and may continue to~~funds by issuing equity securities would be adversely impacted by, among other things, potentially worsening global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. In addition, extreme price and volume fluctuations in the stock market in general, and the Nasdaq Global Select Market, in particular, have resulted in volatile and sometimes decreased stock prices for many companies, including us. Broad market and industry factors, including worsening economic conditions and other adverse effects or developments relating to the evolving effects of the COVID-19 pandemic, may negatively affect the market price of our common stock, regardless of our actual operating performance, and impact our ability to raise sufficient additional capital on acceptable terms, if at all.even more limited.

At-the-Market Equity Offering Program

We have engaged SVB Securities LLC as our agent to sell shares of our common stock from time to time through an at-the-market equity offering program. SVB Securities LLC is entitled to compensation for its services in an amount equal to 3% of the gross proceeds of any of our shares of common stock sold. During the ~~six~~nine months ended ~~September 30,~~December 31, 2022, we did not sell any shares of common stock under this program. During the ~~six~~nine months ended ~~September 30,~~December 31, 2021, we sold approximately ~~0.2~~0.7 million shares of our common stock for total proceeds of approximately ~~$0.5~~$1.6 million, net of brokerage fees, under this program. As of ~~September 30,~~December 31, 2022, we sold a total of approximately $30.4 million shares of our common stock for aggregate proceeds of approximately $92.0 million, net of brokerage fees, under and since the inception of this program.

Cash Flows

The following table sets forth a summary of our cash flows for each of the periods shown (in thousands):


		Six Months Ended September 30,					Nine Months Ended December 31,
		2022		2021			2022		2021
Net cash used in operating activities	Net cash used in operating activities	$	(13,764)	$	(21,919)	Net cash used in operating activities	$	(18,686)	$	(42,524)
Net cash (used in) provided by investing activities	Net cash (used in) provided by investing activities	(100)		4,149		Net cash (used in) provided by investing activities	(100)		4,007
Net cash provided by financing activities	Net cash provided by financing activities	—		479		Net cash provided by financing activities	—		1,441

Operating Activities

Cash flows from operating activities consist of net loss adjusted for non-cash items, including depreciation and stock-based compensation expenses, as well as the effect of changes in working capital and other activities.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2022, net cash used in operating activities was ~~$13.8~~$18.7 million and was primarily attributable to a net loss of ~~$11.5~~$15.5 million, which includes costs incurred for research and development activities, including CRO fees, manufacturing, regulatory and other clinical trial costs, as well as our general and administrative expenses, in addition to net decreases in accrued expenses and accounts payable of ~~$7.4~~$10.1 million, which were partially offset by a net decrease in prepaid expenses and other current assets of ~~$2.9~~$4.4 million, a decrease in income tax receivable of $1.3 million and the disposal of $0.9 million of fixed assets.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2021, net cash used in operating activities was ~~$21.9~~$42.5 million and was primarily attributable to a net loss of ~~$33.1~~$58.6 million, which includes costs incurred for research and development activities, including CRO fees, manufacturing, regulatory and other clinical trial costs, as well as our general and administrative expenses, in addition to a net ~~decreases~~decrease of $1.4 million in accrued expenses, ~~and accounts payable of $0.5 million,~~ which were partially offset by ~~$8.6~~$10.0 million of non-cash stock-based compensation expense, an increase in accounts payable of $5.3 million and a ~~net~~ decrease in prepaid expenses and other current assets of ~~$3.0~~$2.1 million.

Investing Activities

Cash used in investing activities was $0.1 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2022, consisting of $0.3 million of purchases of fixed assets, partially offset by proceeds of $0.2 million from dispositions of fixed assets. Net cash provided by investing activities was ~~$4.1~~$4.0 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2021, consisting primarily of $4.3 million of cash proceeds from the sale of our long-term investment in Arvelle, partially offset by purchases of fixed assets.

Financing Activities

For the ~~six~~nine months ended ~~September 30,~~December 31, 2022, net cash provided by financing activities was zero. For the ~~six~~nine months ended ~~September 30,~~December 31, 2021, net cash provided by financing activities was ~~$0.5~~$1.4 million and consisted of net proceeds from the issuance and sale of our shares of common stock under our share sales agreement with SVB Securities LLC.

Contractual Obligations

As of ~~September 30,~~December 31, 2022, our real property lease obligations have been reduced to zero as a result of agreements reached during the six months ended September 30, 2022 for the early termination of lease agreements for an office facility in New York, New York and for a research and development facility and related office space in Durham, North Carolina.

Critical Accounting Policies and Significant Judgments and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these unaudited condensed consolidated financial statements and accompanying notes requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the balance sheets and the reported amounts of expenses during the reporting periods. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. Significant estimates include research and development accruals. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We define our critical accounting policies as those under U.S. GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles.

Our significant accounting policies are more fully described in Note 2, "Summary of Significant Accounting Policies," to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q and in Note 2, "Summary of Significant Accounting Policies," to our audited consolidated financial statements in our Annual Report on Form 10-K. Not all of these significant accounting policies, however, require that we make estimates and assumptions that we believe are "critical accounting estimates." We believe that our estimates relating to research and development accruals have the greatest potential impact on our consolidated financial statements and consider these to be our critical accounting policies and estimates and are "critical accounting estimates." There have been no material changes to our critical accounting policies and significant judgments and estimates as compared to the critical accounting policies and significant judgments and estimates described in our Annual Report.

2321

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see "Note 2(F)—Recent Accounting Pronouncements" in the accompanying notes to the unaudited condensed consolidated financial statements included in "Item 1—Financial Statements" of this Quarterly Report on Form 10-Q for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, and changes in the market value of equity instruments. As of ~~September 30,~~December 31, 2022, we had total cash and cash equivalents ~~and restricted cash~~ of ~~$51.0~~$46.1 million, with cash consisting of non-interest-bearing deposits denominated in the U.S. dollar, Swiss franc and Euro, and cash equivalents consisting of interest-bearing money market fund deposits denominated in the U.S. dollar, which are invested in debt securities issued or guaranteed by the U.S. government and repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. We have policies requiring us to invest in high-quality issuers, limit our exposure to any individual issuer, and ensure adequate liquidity. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our cash equivalent investments are in the form of money market funds and marketable securities and are invested in U.S. Treasury obligations. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our portfolio.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of our principal executive and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30,~~December 31, 2022, the end of the period covered by this Quarterly Report on Form 10-Q. The term "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~September 30,~~December 31, 2022, at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Sio Gene Therapies Inc. have been detected.

2422

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have an adverse effect on our business, operating results or financial condition.

2523

Item 1A. Risk Factors

In addition to the risk factors described in the “Risk Factors” sections (the “Risk Factors Sections”) in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed with the SEC on November 10, 2022,the following risk factors should be considered in connection with the proposed liquidation and dissolution (the “Dissolution”) of the Company pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”).In addition, there have been no material changes from the risks discussed in the Risk Factors Sections, other than the risk factors set forth below marked with an asterisk (*).

You should carefully consider the ~~following~~ risk factors in the Risk Factor Sections, in addition to the other information contained in this Quarterly Report on Form 10-Q, including the section of this report titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes. The risks and uncertainties described ~~below~~in the Risk Factor Sections are not the only ones we face. Additional risks and uncertainties of which we are unaware, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating results and financial condition could be seriously harmed, and the trading price of our common stock could decline. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report.

~~Risks Related~~The amount we distribute to our ~~Strategic Alternative Process~~stockholders in the initial liquidating distribution may be substantially less than the amount we currently estimate if the amounts of our liabilities, other obligations and expenses or claims against us are higher than we currently anticipate or larger contingency reserves are established.

As of December 31, 2022, we had $46.1 million in cash and cash equivalents. We expect to establish a reserve in connection with the Dissolution, which will be used to pay all expenses (including operating expenses up until the filing of the certificate of dissolution (the “Certificate of Dissolution”)) and other known, non-contingent liabilities, and which also includes reasonable provision for expenses of liquidation and potential, contingent and unknown liabilities as required by Delaware law. The amount of cash ultimately distributed to our stockholders in the liquidating distributions depends on the amount of our liabilities, obligations and expenses and claims against us, and contingency reserves that we establish during the liquidation process. While we will attempt to estimate reasonable reserves for such liabilities, obligations, expenses and claims against us, those estimates may be inaccurate. Factors that could impact our estimates include the following:

•if any of the estimates regarding the Plan of Dissolution, including the expenses to satisfy outstanding obligations, liabilities and claims during the liquidation process, are inaccurate;

•if unforeseen claims are asserted against us, we will have to defend or resolve such claims or establish a reasonable reserve before making distributions to our stockholders; and

•if the estimates regarding the expenses to be incurred in the liquidation process, including expenses of personnel required and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate the Company, are inaccurate.

If any of the foregoing occurs, the amount we initially distribute to our stockholders may be substantially less than the amount we currently estimate.

We cannot assure you of the exact amount or timing of any liquidating distributions to our stockholders under the Plan of Dissolution.

The dissolution and liquidation process is subject to numerous uncertainties, and may not result in any remaining capital for additional liquidating distributions to our stockholders following the initial liquidating distribution. The precise amount and timing of any additional liquidating distribution to our stockholders will depend on and could be delayed by, among other things, sales of our non-cash assets, any unexpected claims from third parties, including governmental authorities, and unexpected or greater than expected expenses.

The payment of liquidating distributions, if any, to our stockholders could be delayed.

Although our Board of Directors has not established a firm timetable for liquidating distributions to our stockholders, assuming our stockholders approve the Plan of Dissolution, the Board of Directors intends, subject to contingencies inherent in winding down our business, to make such liquidating distributions, if any, as promptly as practicable as creditor claims and contingent liabilities are paid or settled. However, we are currently unable to predict the precise timing of any such liquidating distributions or whether any liquidating distributions will occur at all. The timing of any such liquidating distributions will depend on and could be delayed by, among other things, the timing of sales of our non-cash assets and claim settlements with creditors. Additionally, a creditor could seek an injunction against the making of such distributions to our stockholders on the ground that the amounts to be distributed were needed to provide for the payment of our liabilities and expenses. Any action of this type could delay or substantially diminish the amount available for such distribution to our stockholders.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution to stockholders.

Claims, liabilities and expenses from operations, such as operating costs, salaries, insurance, payroll and local taxes, legal, accounting and consulting fees and miscellaneous expenses, will continue to be incurred as we wind down. In connection with the Dissolution, we will also dissolve our non-U.S. subsidiaries. These non-U.S. subsidiaries may be subject to differing laws, regulations and standards in each jurisdiction where such non-U.S. subsidiary operates, which include, but are not limited to, regulations and standards applicable to liabilities and expenses arising from salaries, insurance, payroll and local taxes, legal and miscellaneous expenses. These expenses will reduce the amount of assets available for ultimate distribution to stockholders.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder receiving liquidating distributions could be held liable for payment to our creditors of his, her or its pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.

If the Plan of Dissolution is approved by our stockholders, we will file the Certificate of Dissolution with the Delaware Secretary of State dissolving Sio Gene Therapies Inc. Pursuant to the Delaware General Corporation Law ("DGCL"), we will continue to exist for three years after our dissolution or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against the Company and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities (and those of our non-U.S. subsidiaries) and to distribute to our stockholders any remaining assets. Under the DGCL, in the event we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder of record as of the date of the filing of the Certificate of Dissolution, which is referred to hereinafter as the Final Record Date, could be held liable for payment to our creditors of such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.

Although the liability of any stockholder is limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) pursuant to the Plan of Dissolution, this means that a stockholder could be required to return all liquidating distributions previously made to such stockholder and receive nothing from us under the Plan of Dissolution. Moreover, in the event a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we will endeavor to make adequate reserves for all known, contingent, and unknown liabilities, there is no guarantee that the reserves established by us will be adequate to cover all such expenses and liabilities.

We intend to have our common stock delisted from the Nasdaq Capital Market and our stock transfer books closed at the close of business on the date we file the Certificate of Dissolution with the Delaware Secretary of State, after which it will not be possible for stockholders to publicly trade our stock.

We previously announced in September 2022 that if we do not regain compliance with Nasdaq’s minimum bid price requirement by March 11, 2023, our common stock will be subject to immediate delisting. As such, we expect that our common stock may be delisted from the Nasdaq Capital Market on or around March 11, 2023, which is expected to be prior to the filing of the Certificate of Dissolution. Once our common stock is delisted from the Nasdaq Capital Market, the ability of our stockholders to trade or otherwise transfer our common stock will be significantly impacted.

In addition, on the date we file the Certificate of Dissolution with the Delaware Secretary of State, we intend to close our stock transfer books and discontinue recording transfers of our common stock. Thereafter, certificates or book entries representing our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law. The proportionate interests of all of our stockholders will be fixed on the basis of their respective stock holdings at the close of business on the Final Record Date, and, after the Final Record Date, any distributions made by us will be made solely to the stockholders of record at the close of business on the Final Record Date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law.

*We may not be successful in identifying and implementing any strategic business combination or other transaction, particularly given our decision to pursue the Dissolution in the near term, and any strategic transactions that we may consummate in the future could have negative consequences.

We have recently been focusing our efforts on the Dissolution and expect to continue pursuing the Dissolution in the near term. While we continue to evaluate all potential strategic options for the Company, including a merger, reverse merger, sale, ~~wind-down, liquidation and dissolution~~ or other strategic ~~transaction. However,~~transaction, there can be no assurance that we will be able to successfully consummate any particular strategic ~~transaction. The process~~transaction in lieu of ~~continuing to evaluate these strategic options may be very costly, time-consuming and complex and we~~the Dissolution or at all. We have incurred ~~and may in the future incur,~~ significant ~~costs related to this continued evaluation, such as legal and accounting fees and expenses and other related charges. We have also incurred, and may continue to incur, additional unanticipated~~ expenses in connection with ~~this process. A considerable portion of these costs will be incurred regardless of whether any such course of action is implemented or transaction is completed. Any such~~the strategic evaluation process, which expenses will decrease the remaining cash available for use in our business and may diminish or delay any future distributions to our stockholders ~~or make our company less attractive to potential strategic counterparties. Any delays~~in connection with the Dissolution. Delays in identifying a potential counterparty, including due to our near-term pursuit of the Dissolution, will cause our cash balance to continue to deplete, which could make us less attractive as a strategic counterparty. The continued review of our strategic options may also create continued uncertainty for our employees and this uncertainty has adversely affected, and may continue to adversely affect, our ability to retain key employees and to hire new talent necessary to maintain our ongoing operations or to execute additional potential strategic options, which could have a material adverse effect on our business. Further, the market capitalization of our company has from time to time fallen below the value of our cash and cash equivalents. Potential counterparties in a strategic transaction involving our company may place minimal or no value on our remaining assets or company attributes.

In addition, any strategic business combination or other transactions that we may consummate in the future could have a variety of negative consequences and we may implement a course of action or consummate a transaction that yields unexpected results that adversely affect our business and decrease the remaining cash available for use in our business or the execution of our strategic plan. Our board of directors remains dedicated to diligently deliberating upon and making informed decisions that the directors believe are in the best interests of the Company and its stockholders. However, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, be successfully consummated, lead to increased stockholder value, or achieve the anticipated results. Any failure of such potential transaction to achieve the anticipated results could significantly impair our ability to enter into any future strategic transactions and may significantly diminish or delay any future distributions to our stockholders. In addition, given the recent restructuring of our operations, it may be difficult to evaluate our current business and future prospects on the basis of historical operating performance.

~~If we are successful in completing a strategic transaction, we may be exposed to other operational and financial risks.~~

~~The negotiation and consummation of any strategic transaction may also require more time or greater cash resources than we anticipate and expose us to other operational and financial risks, including:~~

•~~increased near-term and long-term expenditures;~~

•~~exposure to unknown liabilities;~~

•~~higher than expected acquisition or integration costs;~~

•~~incurrence of substantial debt or dilutive issuances of equity securities to fund future operations;~~

•~~write-downs of assets or goodwill or incurrence of non-recurring, impairment or other charges;~~

•~~increased amortization expenses;~~

•~~difficulty and cost in combining the operations and personnel of any acquired business with our operations and personnel;~~

•~~impairment of relationships with key suppliers or customers of any acquired business due to changes in management and ownership;~~

•~~inability to retain key employees of our company or any acquired business; and~~

•~~possibility of future litigation.~~

~~Any of the foregoing risks could have a material adverse effect on our business, financial condition and prospects.~~

If a strategic transaction is not consummated, our Board may decide to pursue a dissolution and liquidation. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

There can be no assurance that a strategic transaction will be completed. If a strategic transaction is not completed, including if our Board determines that no potential transactions or counterparties would be in the best interests of our stockholders, our Board may decide to pursue a dissolution and liquidation. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution will be reduced as we continue to fund our operations. Such timing is uncertain and depends on a variety of factors, some of which are not within our control. In addition, if ~~our Board were~~we decide to ~~approve and recommend, and~~abandon the Dissolution for any reason, or our stockholders ~~were to~~do not approve ~~a dissolution and liquidation,~~of the Plan of Dissolution, we would be required under Delaware corporate law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations and the timing of any such resolution is uncertain. In addition, we may be subject to litigation or other claims related to a dissolution and liquidation. If a dissolution and liquidation were pursued,refocus our Board, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our common stock could lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding up.

We may become involved in securities class action litigation that could divert management’s attention and harm the company’s business, and insurance coverage may not be sufficient to cover all costs and damages.

~~In the past, securities class action litigation has often followed certain significant business transactions, such as the sale of a company or announcement of any~~efforts on other strategic transaction, or the announcement of negative events, such as discontinuations of clinical programs. These events may also result in investigations by the SEC. We may be exposed to such litigation or investigation even if no wrongdoing occurred. Litigation and investigations are usually expensive and divert management’s attention and resources, which could adversely affect our businessalternatives with less cash and cash ~~resources and our ability to consummate a potential strategic transaction or the ultimate value our stockholders receive in any such transaction.~~

~~Risks Related to Our Business, Financial Position and Capital Requirements~~

~~We have a limited operating history and have never generated any product revenues.~~

We are a clinical-stage company with a limited operating history. Our operations to date have been limited to organizing and staffing our company, raising capital, acquiring product candidates and advancing our product candidates into clinical development. We have not yet demonstrated an ability to successfully complete a registration-enabling pivotal clinical trial, obtain marketing approval, manufacture a clinical-stage or commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. We have recently terminated our clinical programs and have focused our efforts largely on identifying a strategic transaction or alternative. While we continue to explore certain pre-clinical research and development initiatives, we may never be successful in developing or commercializing any product candidates, including following consummation of any strategic transaction. Consequently, we have no meaningful operations upon which to evaluate our business and predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing pharmaceutical products.

~~We have never been profitable, have not generated any revenue from product sales, and have no products approved for commercial sale.~~

Even if we consummate a strategic transaction with another clinical-stage development company or determine to pursue development of future product candidates, we do not know when those candidates will generate revenue, if at all. Our ability to generate product revenue will depend on a number of factors, including our ability to:

•~~successfully commence and complete clinical trials and obtain regulatory approval for the marketing of product candidates;~~

•~~establish effective sales, marketing and distribution systems for product candidates;~~

•add operational, financial and management information systems and personnel, including personnel to support our clinical, manufacturing and planned future commercialization efforts and operations as a public company;

•~~initiate and continue relationships with third-party suppliers and manufacturers and have clinical and commercial quantities of product candidates manufactured at acceptable cost and quality levels;~~

•~~attract and retain an experienced management and advisory team;~~

•~~raise additional funds when needed and on terms acceptable to us;~~

•~~achieve broad market acceptance of future products in the medical community and with third-party payors and consumers;~~

•~~launch commercial sales of future products, whether alone or in collaboration with others;~~

•~~compete effectively with other biotechnology companies; and~~

•~~obtain, maintain, expand and protect necessary intellectual property rights.~~

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses, or when, or if, we will be able to achieve or maintain profitability. Even if any future product candidates are approved for commercial sale, we anticipate incurring significant costs associated with their commercial launch. If we cannot successfully execute any one of the foregoing, our business may not succeed, and your investment will be adversely affected.

~~Our business, operations and future prospects could continue to be adversely impacted by the effects of health epidemics, including the recent COVID-19 pandemic.~~

Our business, operations and future prospects could continue to be adversely impacted by health epidemics wherever we have business operations. For example, the global COVID-19 pandemic and measures introduced by local, state and federal governments to contain the virus and mitigate its public health effects have significantly impacted and may continue to significantly impact our industry and the global economy. These and similar, and perhaps more severe, disruptions in our operations, our industry and the global economy could negatively impact our business, operating results and financial condition.

Our prior clinical trials have been affected by the COVID-19 pandemic in the past, including emerging variant strains of the virus. Clinical trial progression, dosing, patient enrollment and related activities have been delayed due to concerns among patients about participating in clinical trials during a pandemic. Certain of our patients experienced difficulty following certain aspects of clinical trial protocols due to quarantines that impeded patient movement and interrupted healthcare services. For example, patients in our prior clinical trials for AXO-AAV-GM1 and AXO-AAV-GM2 were infants, often with advanced disease, who may not be able to safely participate in clinical trials for these product candidates during the COVID-19 pandemic or if they have not or are not eligible to receive COVID-19 vaccinations. Additionally, certain elderly patients in previous clinical trials were either unable to, or refused to, participate in clinical assessments at our research sites in the United Kingdom due to the COVID-19 pandemic.

While the potential future economic impact caused by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the COVID-19 pandemic (as well as the invasion of Ukraine by Russia and the related sanctions imposed against Russia) could result in significant and prolonged disruption of global financial markets, which has negatively impacted and may continue to reduce our ability to access capital, limiting the financial resources available to us. These impacts have also been caused by related effects of the COVID-19 pandemic, such as inflationary pressures and stock price volatility, particularly in the biotechnology and drug development sectors. In addition, macroeconomic uncertainty, economic recession or additional market corrections resulting from, among other things, the spread of COVID-19 could materially affect our business and the value of our common stock. These impacts may harm our ability to identify and consummate a strategic transaction on attractive terms or at all. In particular, many potential counterparties in any strategic transaction will require additional external financing to realize the benefits from such transaction, which efforts have been challenged by, and such financings may be difficult to execute as a result of, the foregoing factors.

The ultimate impact and evolving effects of the COVID-19 pandemic or a similar health epidemic are highly uncertain and subject to change. While vaccines have become available in many countries and most economies have reopened, we do not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems or the global economy as a whole. New waves of outbreak or variant strains of the virus have emerged and may result in re-closures or other preventative measures. These effects could harm our operations, and we will continue to monitor the COVID-19 situation closely.

Our corporate restructuring and the associated headcount reduction may not result in anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.

In June 2022, we completed an organizational restructuring that significantly reduced our workforce. We may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition would be adversely affected. Due to our limited resources, we may not be able to effectively manage our operations or retain qualified personnel,equivalents, which may result in weaknesses to our infrastructure and operations, risks that we may be unable to comply with legal and regulatory requirements, risks to our internal controls and disclosure controls, and loss of employees and reduced productivity among remaining employees. The loss of additional personnel may also negatively impact our ability to identify ~~and~~potential counterparties or consummate a strategic ~~transaction.~~

The restructuring resulted in the loss of institutional knowledge and expertise and the reallocation of and combination of certain roles and responsibilities across the organization, all of which could adversely affect our operations. Further, the restructuring and possible additional cost-containment measures may yield unintended consequences, such as attrition beyond our intended workforce reduction and reduced employee morale. We may be required to rely more heavily on temporary or part-time employees, third party contractors and consultants to assist with managing our operations. These consultants are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us. We will have only limited control over the activities of these consultants and can generally expect these individuals to devote only limited time to our activities. Failure of any of these persons to devote sufficient time and resources to our business could harm our business. Employee litigation related to the headcount reduction could be costly and prevent management from fully concentrating on the business.

If our management is unable to successfully manage this transition and restructuring activities, our expenses may be more than expected and we may be unable to implement our business strategy. As a result, our future financial performance, operations, and prospects would be negatively affected.

~~We expect to incur significant losses for the foreseeable future and may never achieve or maintain profitability.~~

Investment in pharmaceutical and biological product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that a product candidate will fail to gain regulatory approval or become commercially viable. We have never generated any revenues, and we cannot estimate with precision the extent of our future losses. We do not currently have any products that are available for commercial sale and we may never generate revenue from selling products or achieve profitability. We expect to continue to incur substantial and increasing losses as we identify strategic alternatives and continue exploration of certain pre-clinical research and development initiatives. We are uncertain when or if we will achieve profitability and, if so, whether we will be able to sustain it.

~~Our ability to produce revenue and achieve profitability is dependent on our ability to identify and consummate a strategic~~alternative transaction or identify and develop future product candidates, obtain necessary regulatory approvals, and have any such product candidates manufactured and successfully marketed and commercialized. We cannot assure you that we will be profitable even if we successfully commercialize any future product candidates. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a ~~quarterly or annual basis. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and continue operations.~~

In order to meet our long-term operating requirements, including following any strategic transaction, we will need, among other things, additional capital resources. We could use our available capital resources sooner than we currently expect. We continually assess multiple options to obtain additional funding to support our operations, including proceeds from offerings of our equity securities or debt, or transactions involving product development, technology licensing or collaboration arrangements, or other sources of capital. Sources of a sufficient amount of financing may not be available to us on favorable terms, if at all, and our ability to raise additional capital has been, and may continue to be, adversely impacted by, among other things, potentially worsening global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. If we or any potential strategic counterparties are unable to raise additional capital in sufficient amounts or on acceptable terms, we may not be able to successfully identify and consummate a strategic transaction or pursue the development of any future product candidate.

Our current or prior employees, independent contractors, principal investigators, consultants, commercial collaborators, manufacturers, service providers and other vendors, or those of our affiliates, may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have an adverse effect on our results of operations.

Our employees and contractors, including any current or prior principal investigators, consultants, commercial collaborators, manufacturers, service providers and other vendors, or those of our affiliates, may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or other unauthorized activities that violate the laws and regulations, including those of the FDA and other similar regulatory bodies that require the reporting of true, complete and accurate information; manufacturing standards; federal, state and foreign healthcare fraud and abuse laws and data privacy; or laws that require the true, complete and accurate reporting of financial information or data. In particular, sales, marketing and other business arrangements in the healthcare industry are subject to extensive laws intended to prevent fraud, kickbacks, self-dealing, bribery, corruption, antitrust violations, and other abusive practices. These laws may restrict or prohibit a wide range of business activities, including research, manufacturing, distribution, pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Activities subject to these laws also involve the improper use or misrepresentation of information obtained in the course of clinical trials, the creation of fraudulent data in nonclinical studies or clinical trials or illegal misappropriation of drug product, which could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter employee or third-party misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Additionally, we are subject to the risk that a person or government agency could allege such fraud or other misconduct, even if none occurred. Even though we have ceased clinical development activities for our existing programs, if our employees, independent contractors, principal investigators, consultants, commercial collaborators, manufacturers, service providers or other vendors, or those of our affiliates, are alleged or found to be in violation of any such regulatory standards or requirements, or become subject to a corporate integrity agreement or similar agreement and curtailment of our operations, it could have a significant impact on our business and financial results, including the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, FDA debarment, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and oversight, any of which could adversely affect our ability to operate our business and our results of operations.

~~Potential product liability lawsuits against us could cause us to incur liabilities and limit commercialization of any products that we may develop.~~

The prior use of our product candidates in clinical trials exposes us to the risk of product liability claims. Product liability claims might be brought against us by clinical trial patients, health care providers, pharmaceutical companies or others otherwise coming into contact with our prior product candidates. On occasion, large monetary judgments have been awarded in class action lawsuits based on drugs that had unanticipated adverse effects. If we are not successful in defending ourselves against product liability claims, we could incur liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

•~~impairment of our business reputation and significant negative media attention;~~

•~~significant costs to defend related litigation;~~

•~~distraction of management’s attention from our primary business;~~

•~~difficulty in attracting strategic counterparties or the ability for us to realize anticipated benefits of any strategic transaction;~~

•~~substantial monetary awards to patients or other claimants; and~~

•~~inability to commercialize any future product candidate.~~

The product liability insurance we currently carry, and any additional product liability insurance coverage we acquire in the future, may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. A successful product liability claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could adversely affect our results of operations and business.

We are subject to stringent U.S. and foreign privacy laws, regulations and standards related to data privacy and security. If we fail to comply with such requirements, we may be subject to liabilities that adversely affect our business, operations and financial performance, and/or harm to our reputation.

We are subject to laws and regulations requiring that we take measures to protect the privacy and security of certain information we gather and use in our business. For example, in the U.S., the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations impose, among other requirements, certain regulatory and contractual requirements regarding the privacy and security of personal health information. In addition to HIPAA, numerous other federal and state laws, including, without limitation, state security breach notification laws, state health information privacy laws and federal and state consumer protection laws, govern the collection, use, and storage of personal information. In addition, in June 2018, California enacted the California Consumer Privacy Act ("CCPA") which took effect on January 1, 2020. The CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. Although the CCPA includes exemptions for certain clinical trials data, and HIPAA protected health information, the law may increase our compliance costs and potential liability with respect to other personal information we collect about California residents. The CCPA has prompted a number of proposals for new federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs and adversely affect our business.

We may also be subject to or affected by laws and regulations globally, including regulatory guidance, governing the collection, use, disclosure, security, transfer and storage of personal data, such as information that we collect about patients and healthcare providers in connection with future clinical trials and our other operations in the U.S. and abroad. The global legislative and regulatory landscape for privacy and data protection continues to evolve, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. This evolution may create uncertainty in our business, result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is likely to increase in the future.

Any failure or perceived failure by us to comply with federal, state, or foreign laws or self-regulatory standards could result in negative publicity, diversion of management time and effort and proceedings against us by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising. If we expand into other foreign countries and jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

Our current and future relationships with investigators, health care professionals, consultants, third-party payors, and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.

Our business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payors and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations.

These laws may regulate the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our products for which we obtain marketing approval. Such laws include:

•the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation; in addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

•the federal false claims laws including the civil False Claims Act, which can be enforced through civil whistleblower or qui tam actions, and civil monetary penalties laws, which impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing to be presented to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly making, or causing to be made, a false statement to avoid, decrease or conceal an obligation to pay money to the federal government; in addition, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

•HIPAA imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or making false or fraudulent statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information on health plans, health care clearing houses, and certain health care providers, known as covered entities, and their business associates, defined as independent contractors or agents of covered entities that create, receive or obtain protected health information in connection with providing a service for or on behalf of a covered entity as well as their covered subcontractors;

•~~a number of federal, state and foreign laws, regulations, guidance and standards that impose requirements regarding the protection of health data that are applicable to or affect our operations;~~

•the federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the government information related to payments or other "transfers of value" made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and requires applicable manufacturers and group purchasing organizations to report annually to the government ownership and investment interests held by the physicians described above and their immediate family members; and

•analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to our business practices, including but not limited to, research, distribution, sales, and marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; and state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures or drug pricing, as well as state and local laws that require the registration of pharmaceutical sales representatives; and state and foreign laws governing the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Efforts to ensure that our current and future business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable healthcare laws. If our operations are found to be in violation of any of these or any other health regulatory laws that may apply to us, we may be subject to significant penalties, including the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Even the mere issuance of a subpoena or the fact of an investigation alone, regardless of the merit, may result in negative publicity, a drop in our stock price, and other harm to our business, financial condition and results of operations.

Defending against any such actions can be costly, time-consuming and may require significant financial and personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.

~~Risks Related to Our Intellectual Property~~

~~We may need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.~~

A third party may hold intellectual property, including patent rights and trade secrets that are important or necessary to the development of any future product candidates. It may be necessary for us to use the patented or proprietary technology of one or more third parties to manufacture or commercialize any future product candidates, in which case we would be required to obtain a license from these third parties on commercially reasonable terms, or our business could be harmed, possibly materially. If any such patents were to be asserted against us, there is no assurance that a court would find in our favor or that, if we choose or are required to seek a license, a license to any such patents would be available to us on acceptable termstimely basis or at all.

~~If we breach any license or collaboration agreements, it could have an adverse effect on our business.~~

~~Disputes may arise between us and any of these counterparties regarding rights that are subject to such agreements, including, but not limited to:~~

•~~the scope of rights and obligations under an agreement and other interpretation-related issues; and~~

•~~the effects of termination.~~

~~Any such dispute could have an adverse effect on our business. Any uncured, material breach under such agreements could result in liability for potential damages.~~

~~We may become involved in lawsuits to protect or enforce patents, the patents of any licensors or our other intellectual property rights, which could be expensive, time consuming and unsuccessful.~~

Competitors may infringe or otherwise violate our future patents, the patents of licensors or future strategic partners, or our other intellectual property rights. To counter infringement or unauthorized use, we may be required to file legal claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours, any future strategic partner, or any licensor is not valid or is unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of such patents at risk of being invalidated or interpreted narrowly and could put patent applications at risk of not issuing. The initiation of a claim against a third party may also cause the third party to bring counter claims against us such as claims asserting that such patents are invalid or unenforceable.

In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, non-enablement, or lack of statutory subject matter. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant material information from the USPTO, or made a materially misleading statement, during prosecution. Third parties may also raise similar validity claims before the USPTO in post-grant proceedings such as ex parte reexaminations, inter partes review, or post-grant review, or oppositions or similar proceedings outside the United States, in parallel with litigation or even outside the context of litigation. The outcome following legal assertions of invalidity and unenforceability is unpredictable. We cannot be certain that there is no invalidating prior art, of which we and the patent examiner were unaware during prosecution. For the patents and patent applications that we may license, we may have limited or no right to participate in the defense of any licensed patents against challenge by a third party. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of any future patent protection on the subject matter of such patents. Such a loss of patent protection could harm our business.

We may not be able to detect or prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States. Any litigation or other proceedings to enforce our intellectual property rights may fail, and even if successful, may result in substantial costs and distract our management and other employees.

Even if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have an adverse effect on the price of our common stock.

~~Because of the expense and uncertainty of litigation, we may not be in a position to enforce intellectual property rights against third parties.~~

Because of the expense and uncertainty of litigation, we may conclude that even if a third party is infringing any patents that may be issued as a result of any pending or future patent applications or other intellectual property rights, the risk-adjusted cost of bringing and enforcing such a claim or action may be too high or not in the best interest of our company or our stockholders. In such cases, we may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non-litigious action or solution.

~~We may not be able to protect our intellectual property rights throughout the world, which could impair our business.~~

Filing, prosecuting and defending patents covering our future product candidates throughout the world would be prohibitively expensive. Competitors may use our technologies or the technologies of any future strategic partner in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we may obtain patent protection, but where patent enforcement is not as strong as that in the United States. These products may compete with any future products in jurisdictions where we do not have any issued or licensed patents and any future patent claims, or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the infringement of patents generally in some countries. Proceedings to enforce any patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put any patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Furthermore, our or any future strategic partner's efforts to enforce any intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we may develop or license in the future.

~~We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties.~~

We and any future strategic partner employ individuals who were previously employed at other biotechnology or pharmaceutical companies. Although we seek to protect our ownership of intellectual property rights by ensuring that our agreements with our employees, collaborators, and other third parties with whom we do business include provisions requiring such parties to assign rights in inventions to us, we or any future strategic partner may be subject to claims that we, our partner or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed confidential information of our employees’ former employers or other third parties. We or any future partner may also be subject to claims that former employers or other third parties have an ownership interest in patents or patent applications filed by us. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Even if we are successful, litigation could result in substantial cost and be a distraction to our management and other employees. Moreover, any such litigation or the threat thereof may adversely affect our reputation, our ability to form strategic alliances or sublicense our rights to collaborators, engage with scientific advisors or hire employees or consultants, each of which would have an adverse effect on our business, results of operations and financial condition.

In addition, while it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property.

If we or our licensors fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we and our licensors are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.

~~Any trademarks we have obtained or may obtain may be infringed or successfully challenged, resulting in harm to our business.~~

We expect to rely on trademarks as one means to distinguish any of our future product candidates that are approved for marketing from the products of our competitors. Once we select new trademarks and apply to register them, our trademark applications may not be approved. Third parties may oppose or attempt to cancel our trademark applications or trademarks, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors may infringe our trademarks and we may not have adequate resources to enforce our trademarks.

If we attempt to enforce our trademarks and assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease use of such trademarks.

~~Intellectual property rights do not necessarily address all potential threats to our competitive advantage.~~

The degree of future protection afforded by our or any future strategic partner's intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to achieve or maintain a competitive advantage.

~~Risks Related to Our Common Stock~~

~~We may be treated as a “public shell” company which could have negative consequences, including potential Nasdaq delisting of our common stock.~~

We may be treated as a “public shell” under the Nasdaq rules and the Securities Act. Although the evaluation of whether a listed company is a public shell company is based on a facts and circumstances determination, a Nasdaq-listed company with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets is generally considered to be a public shell. Listed companies determined to be public shells by Nasdaq may be subject to delisting proceedings or additional and more stringent listing criteria.

If Nasdaq should delist our common stock from trading, a reduction in some or all of the following may occur, each of which could have a material adverse effect on holders of our common stock: the liquidity of our common stock; the market price of our common stock; the number of institutional and general investors that will consider investing in our common stock; the number of investors in general that will consider investing in our common stock; the number of market makers in our common stock; the availability of information concerning the trading prices and volume of our common stock; and the number of broker-dealers willing to execute trades in our common stock. In addition to the foregoing, there are certain consequences under the Securities Act of being a public shell, including the unavailability of Rule 144 thereunder for the resale of restricted securities, the inability to utilize Form S-8 for the registration of employee benefit plan securities; and the inability to utilize Form S-3 under the “baby shelf” rules applicable to companies with a non-affiliate market capitalization of less than $75 million. In addition, the potential determination that we are a shell company or the prospective loss of our listing on Nasdaq could make us less attractive as a partner in any potential strategic transaction.

*The price of our common stock currently does not meet the requirements for continued listing on the Nasdaq Global Select Market. If we fail to maintain or regain compliance with the minimum listing requirements, our common stock will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if our common stock is delisted.

The continued listing standards of the Nasdaq ~~Global Select~~Stock Market require, among other things, that the minimum price of a listed company’s stock be at or above $1.00. If the minimum bid price is below $1.00 for a period of more than 30 consecutive trading days, the listed company will fail to be in compliance with Nasdaq’s listing rules and, if it does not regain compliance within the grace period, will be subject to delisting. ~~The bid price of our common stock has recently closed below the minimum $1.00 per share requirement and on~~On March 16, 2022, we received a notification of noncompliance from ~~Nasdaq. In accordance with Nasdaq’s listing rules,~~Nasdaq that we were ~~afforded 180 calendar days~~not in compliance with the minimum bid price requirement. We currently have until March 11, 2023 to regain compliance with the ~~bid price requirement. In September 2022, we requested and received an additional 180-day extension to regain compliance with the~~minimum bid price requirement. In order to regain compliance, ~~with the bid price requirement.,~~ the bid price of our common stock must close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days.

If we fail to regain compliance with the minimum bid price requirement, or if we fail to meet other continued listing requirements in the future, our common stock will be subject to delisting. Delisting from Nasdaq ~~could~~may adversely ~~affect our ability to consummate a strategic transaction and raise additional financing through the public or private sale of equity securities, and would significantly~~ affect the ability of investors to trade our securities and negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees and the loss of institutional investor interest.

~~Unless~~ Given our ~~common stock continues~~plan to ~~be listed on a national securities exchange, it will become subject to~~pursue the ~~so-called “penny stock” rules that impose restrictive sales practice requirements.~~

If we are unable to maintain the listing of our common stock on Nasdaq or another national securities exchange, our common stock could become subject to the so-called “penny stock” rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. An accredited investor generally is a person whose individual annual income exceeded $200,000, or whose joint annual income with a spouse exceeded $300,000 during the past two years and who expects their annual income to exceed the applicable level during the current year, or a person with net worth in excess of $1.0 million, not including the value of the investor’s principal residence and excluding mortgage debt secured by the investor’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by the investor within 60 days prior to the date of the transaction shall not be excluded from the determination of the investor’s net worth unless the mortgage debt was incurred to acquire the residence. For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to the sale. This means that if we are unable to maintain the listing of our common stock on a national securities exchange, the ability of stockholders to sell their common stockDissolution in the secondary market could be adversely affected. If a transaction involving a penny stock is not exempt from the SEC’s rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction. The broker-dealer must also disclose the commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the customer’s account and information on the limited market in penny stocks.

~~The market price of our common stock has been and is likely to continue to be highly volatile, and you may lose some or all of your investment.~~

~~The market price of our common stock has been and is likely to continue to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:~~

•~~our ability to identify and consummate a strategic transaction;~~

•~~inability to obtain additional funding and deterioration of financing conditions in our industry;~~

•~~our internal restructuring and workforce reduction;~~

•~~inability to obtain, protect or maintain necessary intellectual property;~~

•~~adverse regulatory decisions or statements;~~

•~~changes in the structure of healthcare payment systems;~~

•~~failure to meet or exceed the estimates and projections of the investment community;~~

•~~changes in the market valuations of similar companies;~~

•~~market conditions in the pharmaceutical and biotechnology sectors, and the issuance of new or changed securities analysts’ reports or recommendations;~~

•~~announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;~~

•significant lawsuits, including patent or stockholder litigation, and disputes or other developments relating to our proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

•~~additions or departures of key personnel;~~

•~~short sales of our common stock;~~

•~~sales of shares of our common stock by us or our stockholders in the future;~~

•~~negative coverage in the media or analyst reports, whether accurate or not;~~

•~~issuance of subpoenas or investigative demands, or the public fact of an investigation by a government agency, whether meritorious or not;~~

•~~our ability to maintain the listing of our common stock on Nasdaq;~~

•~~trading volume of our common stock;~~

•~~general economic, industry and market conditions, including macroeconomic uncertainty and effects of inflation; and~~

•~~the other factors described in this "Risk Factors" section.~~

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including in connection with the ongoing COVID-19 pandemic, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. These fluctuations have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, including potentially worsening economic conditions and other adverse effects or developments relating to the ongoing COVID-19 pandemic, as well as general economic, political, regulatory and market conditions, may negatively affect the market price of our common stock, regardless of our actual operating performance.

~~Volatility in our stock price could subject us to securities class action litigation.~~

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities and/or the discontinuation of development of a product candidate due to adverse clinical circumstances or results. This risk is especially relevant for us because pharmaceutical companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

~~An active trading market for our common stock may not be sustained.~~

Although our common stock is listed on Nasdaq, we cannot assure you that an active trading market for our common stock will be sustained. In addition, as a result of Roivant Sciences Ltd. ("RSL") owning approximately 25.1% of our shares of common stock outstanding as of November 8, 2022, trading innear term, our common stock may be ~~less liquid than~~delisted from the ~~stock of companies with broader public ownership. If an active market for our common stock is not sustained, you may not be able to sell your stock quickly~~Nasdaq Stock Market on or at the market price. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares of our common stock and may impair our ability to acquire other companies or technologies by using our common stock as consideration.

~~RSL owns a significant percentage of our shares of common stock and is able to exert significant control over matters subject to stockholder approval.~~

Based on shares of our common stock outstanding as of November 8, 2022, RSL beneficially owns approximately 25.1% of the voting power of our outstanding shares of common stock and has the ability to substantially influence us through this ownership position. RSL’s interests may not always coincide with our corporate interests or the interests of other stockholders, and RSL may act in a manner with which you may not agree or that may not be in the best interests of our other stockholders. In 2020, RSL closed a transaction with Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo") that includes a grant to Sumitomo of a right of first refusal with respect to our shares of common stock held by RSL, which could result in RSL taking actions that may not coincide with our corporate interests or the interests of other stockholders, and could impact our ability to undertake certain corporate transactions. RSL recently became a publicly-traded corporation. There may be changes to the management or ownership of RSL that could impact RSL’s interests in a way that may not coincide with our corporate interests or the interests of other stockholders. So long as RSL continues to own a significant amount of our equity, RSL will continue to be able to strongly influence our decisions.

~~Our organizational and ownership structure may create significant conflicts of interests.~~

Our organizational and ownership structure involves a number of relationships that may give rise to certain conflicts of interest between us and minority holders of our common stock, on the one hand, and RSL and its shareholders, on the other hand. Certain of our directors and employees have equity interests in RSL and, accordingly, their interests may be aligned with RSL’s interests,around March 11, 2023, which may not always coincide with our corporate interests or the interests of our other stockholders. Further, our other stockholders may not have visibility into the RSL ownership of any of our directors or officers, which may change at any time through acquisition, disposition, dilution, or otherwise. Any change in our directors’ or officers’ RSL ownership could impact the interests of those holders.

In addition, we are party to certain related party agreements with RSL and its wholly owned subsidiaries, Roivant Sciences, Inc. ("RSI") and Roivant Sciences GmbH ("RSG"). These entities and their shareholders, including certain of our directors and employees, may have interests which differ from our interests or those of the minority holders of our common stock. For example, we are party to an information sharing and cooperation agreement with RSL pursuant to which RSL has granted us a right of first review on any potential dementia-related product or investment opportunity that RSL may consider pursuing. It is possible that we could fail to pursue a product candidate under this agreement and that product candidate is then successfully developed and commercialized by RSL or one of its other subsidiaries or affiliates. Any material transaction between us and RSL, RSI or RSG is subject to our related party transaction policy, which requires prior approval of such transaction by our Audit Committee. To the extent we fail to appropriately deal with any such conflicts of interests, it could negatively impact our reputation and ability to raise additional funds and the willingness of counterparties to do business with us, all of which could have an adverse effect on our business, financial condition, results of operations and cash flows.

~~Because we do not anticipate paying any cash dividends on shares of our common stock in the foreseeable future, capital appreciation, if any, would~~ be ~~your sole source of gain.~~

We have never declared or paid any cash dividends on shares of our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of our common stock would be your sole source of gain on an investment in our common stock for the foreseeable future.

Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result.

There are provisions in our certificate of incorporation and bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change of control was considered favorable by you and other stockholders. For example, our board of directors will have the authority to issue up to 10,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change of control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders.

~~Our charter documents will also contain other provisions that could have an anti-takeover effect, including:~~

•~~stockholders will not be entitled to remove directors other than by a 66 2/3% vote and only for cause;~~

•~~stockholders cannot call a special meeting of stockholders;~~

•~~stockholders cannot act by written consent in lieu of a meeting; and~~

•~~stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.~~

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change of control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock.

Our certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware or, under certain circumstances, the federal district courts of the United States of America are the exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law for:

•~~any derivative action or proceeding brought on our behalf;~~

•~~any action asserting a breach of fiduciary duty;~~

•~~any action arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and~~

•~~any action asserting a claim against us that is governed by the internal-affairs doctrine.~~

These provisions would not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any claim for which the federal district courts of the United States of America have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims.

Our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentences.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our certificate of incorporation and bylaws further provide that the federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our certificate of incorporation and bylaws. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find the exclusive-forum provisions in our amended and restated certificate of incorporation to be inapplicable or unenforceable, we may incur additional costs associated with resolving the dispute in other jurisdictions.

~~Your rights as a stockholder arise under Delaware law as well as our Delaware certificate of incorporation and bylaws.~~

The rights of our stockholders arise under our certificate of incorporation and bylaws as well as Delaware law. These organizational documents and Delaware law contain provisions for class actions and derivative actions, which may result in becoming involved in costly litigation, which could harm our business. In addition, our bylaws may generally be amended by our board of directors, as permitted under the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”). Additionally, while the provisions of Section 203 of the DGCL regarding business combination provisions currently apply, there can be no assurance that the rights afforded by Section 203 of the DGCL will not be changed or rescinded by the Delaware legislature or courts in the future.

~~Future sales of shares of our common stock, or the perception that such sales may occur, could depress our stock price, even if our business is doing well.~~

As of November 8, 2022, 18,577,380 of our outstanding shares of common stock, representing 25.1% of our shares of common stock, were held by RSL. If RSL, or any of our executive officers or directors, were to sell our common stock, or if the market perceived that RSL or any of our executive officers or directors intend to sell our common stock, it could negatively affect our stock price. Such a decrease in our stock price could also in turn impair our ability to raise capital through the sale of additional equity securities.

Further, we have filed registration statements on Form S-8 under the Securities Act to register the common stock that may be issued under our equity incentive plans from time to time. Stock registered under these registration statements is available for sale in the public market subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates. Sales of these shares of common stock may negatively impact our stock price.

In addition, we have filed a "shelf" registration statement on Form S-3 under the Securities Act, allowing us, from time to time, to offer up to $750 million of any combination of registered shares of common stock or preferred stock, debt securities and warrants. We have also entered into a sales agreement with SVB Securities LLC to sell shares of common stock from time to time through an at-the-market equity offering program with an aggregate offering price of up to approximately $35.1 million remaining available to be sold as of November 8, 2022. To the extent we issue new shares of common stock as a result of needing additional capital, such stock could constitute a material portion of our then outstanding shares of common stock and cause dilution to our existing stockholders.

If we are unable to maintain proper and effective internal controls over financial reporting and disclosure controls and procedures, investor confidence in our company and, as a result, the value of our common stock, may be adversely affected.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and to protect from fraudulent, illegal or unauthorized transactions. Effective disclosure controls and procedures enable us to make timely and accurate disclosure of financial and non-financial information that we are required to disclose. If we cannot provide effective controls and reliable financial reports and other disclosures, our business and operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls over financial reporting or disclosure controls and procedures that, even if effective, could be improved. Our recent workforce reduction and any further departures of accounting or finance function employees or consultants may increase the likelihood of future internal controls deficiencies.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on the effectiveness of our internal control over financial reporting as of the end of each fiscal year. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date we are deemed to be an "accelerated filer," as defined in the Exchange Act.

If material weaknesses or control deficiencies occur or our disclosure controls and procedures are ineffective in the future, we may be unable to report our financial results or make other disclosures accurately on a timely basis, which could cause our reported financial results or other disclosures to be materially misstated and result in the loss of investor confidence and cause the market price of our common stock to decline.

~~We are a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors.~~

We currently qualify as a "smaller reporting company". For so long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we also may still qualify as a "non-accelerated filer" which provides for exemption from compliance with the auditor attestation requirements of Section 404.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The intended tax effects of our corporate structure prior to and following the Domestication and our corporate reorganization to align our corporate structure with current and future business activity (the "Reorganization"), and intercompany arrangements prior to the ~~Domestication and Reorganization, depend on the application of the tax laws of various jurisdictions and on how we operate our business.~~

The Domestication and Reorganization involved the tax authorities and related rules and regulations of multiple international jurisdictions. In connection with the Domestication and Reorganization, we relied on the availability of certain exemptions from tax, and losses and other deductions, in certain such jurisdictions in respect of steps being taken as part of the Domestication and Reorganization, which are complex. If the tax authorities of any such jurisdictions do not agree with such exemptions, losses or deductions, we may be subject to tax charges and liabilities. Following the Domestication and Reorganization, we still have subsidiaries that are domiciled in the U.K., Switzerland and Ireland. Our corporate structure is organized so that we can achieve our business objectives in a tax-efficient manner following the Domestication and Reorganization and control operating expenses. Historically, we have conducted operations prior to the Domestication and Reorganization through subsidiaries in various countries and tax jurisdictions, including the U.K. and Switzerland, in part through intercompany service agreements between RSL and certain of its subsidiaries, our subsidiaries and us. In that case, our corporate structure and intercompany transactions, including the manner in which we developed and used our intellectual property, were organized to achieve our business objectives in a tax-efficient manner and in compliance with applicable transfer pricing rules and regulations. If two or more affiliated companies are located in different countries or tax jurisdictions, the tax laws and regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arms’ length and that appropriate documentation be maintained to support the transfer prices. While we believe that we have operated in compliance with applicable transfer pricing laws, our transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge our transfer prices as not reflecting arms’ length transactions in historical periods prior to the Domestication and Reorganization, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, potentially resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financial condition, results of operations and cash flows.

Judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by changes in foreign currency exchange rates or by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations. As we intend to operate in more than one country and taxing jurisdiction, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Moreover, certain relevant tax, accounting and other laws have special application with respect to “affiliated,” “combined” or similar groups, which included RSL and its subsidiaries prior to March 2020, and which may impact the tax liabilities of the companies. We continue to assess the impact of such changes in tax laws on our business and may determine that changes to our structure, practice or tax positions are necessary in light of such changes and developments in the tax laws of other jurisdictions in which we operate. Such changes may nevertheless be ineffective in avoiding an increase in our consolidated tax liability, which could harm our financial condition, results of operations and cash flows.

~~Changes in our effective tax rate may reduce our net income in future periods.~~

Our tax position could be adversely impacted by changes in tax rates, tax laws, tax practice, tax treaties or tax regulations or changes in the interpretation thereof by the tax authorities in Ireland, the United States and other jurisdictions for periods following the Domestication and Reorganization, and also Europe (including the U.K. and Ireland), the United States and other jurisdictions for historical periods prior to the Domestication and Reorganization. Such changes may become more likely as a result of recent economic trends in the jurisdictions in which we operate, particularly if such trends continue. If such a situation was to arise, it could adversely impact our tax position and our effective tax rate. Failure to manage the risks associated with such changes, or misinterpretation of the laws providing such changes, could result in costly audits, interest, penalties and reputational damage, which could adversely affect our business, results of our operations and our financial condition.Dissolution.

Our actual effective tax rate may vary from our expectation and that variance may be material. A number of factors may increase our future effective tax rates, including: (1) the jurisdictions in which profits are determined to be earned and taxed; (2) the resolution of issues arising from any future tax audits with various tax authorities; (3) changes in the valuation of our deferred tax assets and liabilities; (4) increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; (5) changes in the taxation of stock-based compensation; (6) changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and (7) challenges to the transfer pricing policies related to our structure prior to the Domestication and Reorganization.

~~Changes in tax laws in the United States or foreign jurisdictions could materially increase our tax expense.~~

We are subject to income taxes in the United States and foreign jurisdictions. Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition. Additionally, various levels of government are increasingly focused on tax reform and other legislative actions to increase tax revenue, and President Biden’s campaign proposals included increasing the U.S. corporate income tax rate from 21% to 28%. Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development, which represents a coalition of member countries and recommended changes to numerous long-standing tax principles. If implemented by taxing authorities, such changes, as well as changes in U.S. federal and state tax laws or in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, could have a material adverse effect on our business, results of operations, or financial condition.

~~General Risk Factors~~

~~Our business and operations would suffer in the event of system failures, security breaches or cyber-attacks.~~

Our computer systems, as well as those of various third parties on which we rely, or may rely in the future, including our CRO's and other contractors, consultants, and law and accounting firms, may sustain damage from computer viruses, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters, terrorism, war and telecommunication and electrical failures. We rely on our third-party providers to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We have experienced phishing attacks in the past, which have not had a material impact on our operations, however, we may in the future experience material system failures or security breaches that could cause interruptions in our operations or result in a material disruption of our development programs. For example, the loss of nonclinical or clinical trial data from completed, ongoing or planned trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur liability, suffer reputational damage, and the further development of our product candidates could be delayed.

~~If securities or industry analysts cease to publish research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.~~

The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our common stock or change their opinion of our common stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

We have incurred and will continue to incur substantial costs as a result of operating as a public company, and our management has been and will be required to continue to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements. Moreover, changing rules and regulations may increase our legal and financial compliance costs and make some activities more time-consuming and more costly. If, notwithstanding our efforts to comply with new or changing laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us, and our business may be harmed.

Further, failure to comply with these laws, regulations and standards may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our Board of Directors or members of senior management.

4326

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

4427

Item 6. Exhibits.

Exhibit
Number

Description of Document

Form

File No.

Exhibit No.

Filing Date

Exhibit
Number

Description of Document

Form

File No.

Exhibit No.

Filing Date

2.1

Plan of Complete Liquidation and Dissolution.

8-K

001-37418

2.1

12/14/2022

3.1

Certificate of Incorporation.

8-K12G3

000-56226

3.1

11/13/2020

3.1

Certificate of Incorporation.

8-K12G3

000-56226

3.1

11/13/2020

3.2

Bylaws.

8-K12G3

000-56226

3.2

11/13/2020

3.2

Bylaws.

8-K12G3

000-56226

3.2

11/13/2020

31.1*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*#

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.1*#

Certification of Principal Executive Officer and 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*

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.INS*

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*

XBRL Taxonomy Extension Schema Document.

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

104*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

104*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

* Filed herewith.

# These certifications are being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

4528

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		SIO GENE THERAPIES INC.


		By:	/s/ David Nassif
Date:	~~November 10, 2022~~February 14, 2023	Name:	David Nassif
		Title:	Chief Executive Officer; Chief Financial Officer; Chief Accounting Officer and General Counsel
			(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

4629


	As of September 30, 2022								As of March 31, 2022
	Fair Value		Price Quotations (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Price Quotations (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market fund	$	47,012	$	47,012	$	—	$	—	$	61,000	$	61,000	$	—	$	—