Full Press Release Details
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| Contents | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | 2 |
| BALANCE SHEETS | 4 |
| STATEMENTS OF OPERATIONS | 5 |
| STATEMENT OF STOCKHOLDERS' DEFICIT | 6 |
| STATEMENTS OF CASH FLOWS | 7 |
| NOTES TO FINANCIAL STATEMENTS | 8 |
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Board of Directors and Stockholders of Naya Therapeutics, Inc. (former name Naya Biosciences, Inc.)
on the Financial Statements
have audited the accompanying balance sheets of Naya Therapeutics, Inc. (former name Naya Biosciences, Inc.) (the Company) as of December
31, 2023 and 2022, and the related statements of operations, stockholders' deficit, and cash flows for each of the years ended
December 31, 2023 and 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and
2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023 in conformity
with accounting principles generally accepted in the United States of America.
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management's plans regarding those matters are discussed in Note 2. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide
a reasonable basis for our opinion.
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
discussed in Note 2 to the financial statements, the Company had a going concern due to a negative working capital and losses from operations.
management's evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates
on future revenues and expenses which are not able to be substantiated.
evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along
with managements' plans to mitigate the going concern and managements' disclosure on going concern.
have served as the Company's auditor since 2023
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 89,302 | - | |||||
| Security deposit | 10,539 | - | ||||||
| Related party advance | 12,000 | - | ||||||
| Total current assets | 111,841 | - | ||||||
| Total Assets | $ | 111,841 | - | |||||
| LIABILITES AND STOCKHOLDER'S DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | 4,563,289 | 2,296,034 | ||||||
| Note payable - related party | 6,085,000 | 6,000,000 | ||||||
| SAFE loans | 275,000 | - | ||||||
| Total current liabilities | 10,923,289 | 8,296,034 | ||||||
| Total Liabilities | $ | 10,923,289 | $ | 8,296,034 | ||||
| Commitment and Contingencies (Note 7) | ||||||||
| Stockholders' Deficit | ||||||||
| Common stock A, par value $0.000001 per share; 50,000,000 shares authorized; 1,363,642 Common A shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 1 | 1 | ||||||
| Common stock B, par value $0.000001 per share; 8,000,000 shares authorized; 1,200,000 Common B Shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 1 | 1 | ||||||
| Additional paid-in capital | 8,207,409 | 7,444,049 | ||||||
| Accumulated deficit | (19,018,859 | ) | (15,740,085 | ) | ||||
| Total stockholders' deficit | (10,811,448 | ) | (8,296,034 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 111,841 | - |
accompanying notes are an integral part of these financial statements.
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| Revenue: | ||||||||
| Total revenue | - | - | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | $ | 2,159,626 | $ | 1,249,313 | ||||
| Research and development expenses | 975,148 | $ | 8,250,835 | |||||
| Total operating expenses | 3,134,774 | $ | 9,500,148 | |||||
| Loss from operations | (3,134,774 | ) | $ | (9,500,148 | ) | |||
| Other income (expense) | ||||||||
| Interest expense - related party | (144,000 | ) | - | |||||
| Total other income (expense) | (144,000 | ) | - | |||||
| Net loss before income taxes | (3,278,774 | ) | $ | (9,500,148 | ) | |||
| Income taxes | - | - | ||||||
| Net loss | $ | (3,278,774 | ) | $ | (9,500,148 | ) | ||
| Net loss per common share: | ||||||||
| Basic and diluted | $ | (1.28 | ) | $ | (3.71 | ) | ||
| Weighted average number of common shares outstanding: | ||||||||
| Basic and diluted | 2,563,642 | 2,563,642 |
accompanying notes are an integral part of these financial statements.
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
OF STOCKHOLDERS' DEFICIT
| Common Stock A | Common Stock B | Additional Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balances, December 31, 2021 | 1,363,642 | $ | 1 | 1,200,000 | $ | 1 | $ | (2) | $ | (6,239,937 | ) | $ | (6,239,937 | ) | ||||||||||||||
| Contribution by parent company for liabilities assumed | - | - | - | - | 7,444,051 | - | 7,444,051 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (9,500,148 | ) | (9,500,148 | ) | |||||||||||||||||||
| Balances, December 31, 2022 | 1,363,642 | $ | 1 | 1,200,000 | $ | 1 | $ | 7,444,049 | (15,740,085 | ) | $ | (8,296,034 | ) | |||||||||||||||
| Imputed interest - related party | - | - | - | - | 144,000 | - | 144,000 | |||||||||||||||||||||
| Contribution by parent company for liabilities assumed | - | - | - | - | 619,360 | - | 619,360 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (3,278,774 | ) | (3,278,774 | ) | |||||||||||||||||||
| Balances, December 31, 2023 | 1,363,642 | $ | 1 | 1,200,000 | $ | 1 | $ | 8,207,409 | $ | (19,018,859 | ) | $ | (10,811,448 | ) |
accompanying notes are an integral part of these financial statements.
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
| Years Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (3,278,774 | ) | $ | (9,500,148 | ) | ||
| Adjustments to reconcile net loss to net cash used in in operations: | ||||||||
| Imputed interest - related party | 144,000 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Related party advance | (12,000 | ) | - | |||||
| Security deposits | (10,539 | ) | - | |||||
| Accounts payable and accrued liabilities | 2,886,615 | 9,500,148 | ||||||
| Net cash used in operating activities | $ | (270,698 | ) | - | ||||
| Financing activities: | ||||||||
| Proceeds from SAFE loans | 275,000 | - | ||||||
| Proceeds from note payable - related party | 85,000 | - | ||||||
| Net cash provided by financing activities | 360,000 | - | ||||||
| Net increase in cash | 89,302 | - | ||||||
| Cash at beginning of period | - | - | ||||||
| Cash at end of period | $ | 89,302 | - | |||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non-cash activities: | ||||||||
| Cash paid for interest | - | - | ||||||
| Cash paid for taxes | - | - | ||||||
| Non-cash financing activities: | ||||||||
| Accounts payable and accrued expenses paid by parent company as contributions | 619,360 | 7,444,051 | ||||||
| Accounts payable converted to payable to parent | - | $ | 465,267 |
accompanying notes are an integral part of these financial statements.
THERAPEUTICS, INC. (FORMER NAME NAYA BIOSCIENCES, INC.)
TO FINANCIAL STATEMENTS
1 - Description of Business
Therapeutics, Inc. (former name Naya Biosciences Inc.), or NAYA, ("LEGACY NAYA" or the "Company") is a
Delaware corporation formed June 8, 2023, aiming to develop and build a group of agile, disruptive, high-growth business segments dedicated
to increasing patient access to life-transforming treatments in the areas of oncology, fertility, and regenerative medicine.
NAYA's unique capabilities in biology, cell and gene therapy, and artificial intelligence (AI) provide a synergistic platform for
the accelerated clinical development and commercialization of these breakthrough treatments.
NAYA Oncology aims to achieve clinical proof-of-concept for its two bispecific antibodies acquired from Cytovia Therapeutics, LLC
("Cytovia"), advancing towards breakthrough outcomes for liver & ovarian cancer and multiple myeloma patients. Clinical
trials are expected to start in 2024.
NAYA Fertility is evaluating the acquisition of product device as well as network of fertility business care.
2- Accounting Policies
October 18, 2023, LEGACY NAYA acquired two assets from Cytovia. Both companies operate under common control and are accounted for as
such. The acquisition did not include any other intellectual properties from Cytovia. As such, the Company has prepared
the accompanying financial statements under common control as of and for the years ended December 31, 2023, and December 31, 2022. These
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP"). The preparation of the Company's financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods (see Note 4).
the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair presentation
of the Company's financial position and results of operations for the periods presented.
reclassifications have been made to prior periods' data to conform to the current period presentation. These reclassifications
had no effect on income (losses) or cash flows.
preparation of financial statements in conformity with U.S. GAAP required management to make estimates and assumptions that affect the
amounts reported in the financial statements. Actual results could differ from those estimates.
and Cash Equivalents
financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments
with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed
amounts insured by the Federal Deposit Insurance Corporation.
Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in
multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred
income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all
sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings
and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset
will be recovered, a valuation allowance is established.
Loss Per Common Share
loss per share is computed by dividing loss available to common stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per common share is computed using the treasury stock method on the basis of the weighted-average
number of shares of common stock plus the dilutive effect of potential shares of common stock outstanding during the period. Dilutive
potential shares of common stock include outstanding stock options and restricted shares. The computation of diluted loss per share does
not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.
and development costs are expensed when incurred.