Executive Summary

Q2 2023 delivered no revenue and a wider net loss of $4.3M ($1.49 per share) as merger‑related G&A surged while R&D spend dropped sharply due to the prior suspension of development activities .
Cash, cash equivalents and investments were $12.3M at 6/30/23, and management reiterated ≥12 months of liquidity; merger closing requires ≥$4M cash at the effective time per the agreement .
Strategic update: CohBar entered a definitive all‑stock merger with Morphogenesis; the combined company will be named TuHURA Biosciences. Pro forma ownership is expected to be ~77% Morphogenesis, ~15% CohBar, and ~9% PIPE investor (after a $15M PIPE, with an additional $15M option). Closing timing disclosures diverged (10‑Q: Q3; press release: Q4) .
Legal and governance: Two stockholder suits were filed in July challenging S‑4 disclosures; the company believes the claims are without merit. A material weakness in internal controls (segregation of duties) persisted in Q2 .
Near‑term catalysts: Merger vote and close (and related PIPE), CVR creation and any legacy asset monetization, and resolution of stockholder litigation and internal control remediation .

What Went Well and What Went Wrong

What Went Well

R&D cost containment: R&D expenses fell 85% YoY to $0.2M as activities remained suspended (“the lower research and development expenses are due to the suspension of our development activities”) .
Liquidity runway intact: “We believe that our funds available will be sufficient to fund the Company’s planned operating expenses and capital expenditure requirements for at least one year” .
Strategic progression to combination: Signed a definitive merger to form TuHURA with pro forma ownership (77%/15%/9%) and a $15M PIPE (plus optional $15M) supporting the combined company .
- Management tone (MD&A): “We continue to expect to have significantly lower research and development expenses during the pendency of the Merger” .

What Went Wrong

Merger costs inflated G&A: G&A rose 173% YoY to $4.3M on professional fees tied to the merger and executive retention charges (+$1.7M professional fees; +$1.2M retention) .
Bottom-line deterioration: Net loss widened to $4.3M (vs. $2.7M YoY; $2.2M QoQ) and EPS loss widened to $1.49 (vs. $0.94 YoY; $0.75 QoQ) as merger costs offset lower R&D .
Control and legal overhangs: A material weakness in ICFR (segregation of duties) persisted; stockholder suits were filed challenging merger disclosures .

Financial Results

Income Statement Summary (no revenue business)

Metric	Q2 2022	Q1 2023	Q2 2023
Revenue ($)	$0	$0	$0
R&D Expense ($)	$1,186,900	$1,020,739	$178,862
G&A Expense ($)	$1,556,785	$1,279,273	$4,254,487
Total Operating Expenses ($)	$2,743,685	$2,300,012	$4,433,349
Operating Loss ($)	$(2,743,685)	$(2,300,012)	$(4,433,349)
Net Loss ($)	$(2,724,968)	$(2,165,851)	$(4,332,352)
Diluted EPS ($)	$(0.94)	$(0.75)	$(1.49)
Weighted Avg Shares (basic/diluted)	2,899,390	2,906,926	2,906,926

Notes: Q2 net loss included $0.3M of non‑cash expenses .

Balance Sheet & Liquidity

Metric	12/31/2022	3/31/2023	6/30/2023
Cash & Cash Equivalents ($)	$5,930,731	$5,392,390	$6,192,343
Investments ($)	$9,806,591	$8,688,947	$6,119,012
Total Current Assets ($)	$16,218,503	$14,318,637	$12,473,420
Total Liabilities ($)	$1,033,638	$898,541	$3,001,905
Total Stockholders’ Equity ($)	$15,332,029	$13,503,779	$9,504,188

Management liquidity commentary: “funds available will be sufficient…for at least one year” .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
R&D Spend Outlook	2023 (near-term)	“We expect our research and development expenses to decrease in the coming quarters” (Q1 MD&A)	“We continue to expect…significantly lower research and development expenses during the pendency of the Merger” (Q2 MD&A)	Maintained
Merger Close Timing	2023	Expected to close in Q3 2023 (10‑Q)	Press release states expected close in Q4 2023	Timing shift/discrepancy
Liquidity Runway	12 months+	≥12 months runway (Q1)	≥12 months runway (Q2)	Maintained
Closing Condition	Merger	N/A	Cash at closing ≥$4M required by agreement	New disclosure
Post‑Merger Focus	Strategy	N/A	Combined company “will not continue to develop CohBar’s product candidates”	New disclosure

Earnings Call Themes & Trends

(No Q2 2023 earnings call transcript was available; themes reflect 10‑Q and company filings/press.)

Topic	Previous Mentions (Q4’22 and Q1’23)	Current Period (Q2’23)	Trend
Strategic alternatives / Merger	Exploring strategic alternatives with advisor (Q1)	Definitive merger with Morphogenesis; TuHURA branding; PIPE financing; close expected (Q3 per 10‑Q; Q4 per PR)	Progressed from exploration to execution
R&D execution	Dec 2022 CB5138‑3 IND‑enabling suspended; CB4211 formulation issues	R&D minimized; cost reductions continuing during merger	Ongoing wind‑down
Liquidity	≥12 months runway (Q1)	≥12 months runway (Q2); ≥$4M cash close condition	Stable liquidity, added close condition
Regulatory/Legal	—	Two stockholder suits re S‑4 disclosures; company views as without merit	Emerging legal risk
Internal Controls	Material weakness (segregation of duties) (Q1)	Material weakness persists (Q2)	Unresolved

Management Commentary

Strategic shift and R&D: “In December 2022, CohBar suspended its IND‑enabling work on pre‑clinical candidate CB5138‑3… Efforts to develop an improved formulation [for CB4211] have not been successful to date” .
Merger accounting and focus: “The Merger is expected to be accounted for as a reverse recapitalization… the combined company will not continue to develop CohBar’s product candidates” .
Spend trajectory: “We continue to expect to have significantly lower research and development expenses during the pendency of the Merger” .
Liquidity: “We believe that our funds available will be sufficient to fund the Company’s planned operating expenses and capital expenditure requirements for at least one year” .
Cost drivers: “The increase in general and administrative expenses was due to a $1.7 million increase in professional fees primarily due to costs related to the Merger and a $1.2 million compensation charge…related to the retention of our key executives” .

Q&A Highlights

No Q2 2023 earnings call transcript was available; no Q&A to report [ListDocuments returned none for earnings-call-transcript].

Estimates Context

Wall Street consensus from S&P Global was unavailable for CWBR for this period (GetEstimates mapping for CWBR not found; no estimates retrieved).

Key Takeaways for Investors

The quarter’s headline is the transition from R&D operations to a merger-driven strategy; financials reflect this pivot (R&D down sharply; G&A up on deal costs) .
Liquidity appears sufficient for ≥12 months, but the merger’s closing requires ≥$4M cash; monitor net cash burn vs. this condition and timing .
Closing timing signals are mixed (10‑Q: Q3 vs. PR: Q4); watch for calendar updates, shareholder vote dates, and PIPE funding milestones as stock catalysts .
Post‑close, the legacy program economics shift to CVRs; the probability and timing of any CVR payout depend on legacy asset monetization within three years of close .
Legal and control overhangs (stockholder suits and ICFR weakness) present execution and governance risks into closing; resolution would remove perceived risk premia .
Near‑term trading likely tied to merger path clarity (SEC filings, vote date, closing cash level, and PIPE funding) rather than operating metrics, given no revenue and suspended R&D .

Citations:

Q2 2023 8‑K Item 2.02 and press release exhibit with summary metrics .
Q2 2023 10‑Q financials and MD&A .
5/23/23 merger 8‑K (agreement terms, pro forma ownership, PIPE, CVR) .
Q1 2023 10‑Q for sequential comps and prior commentary .

CohBar, Inc. (CWBR)·Q2 2023 Earnings Summary