What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-06-30 · 185 added, 312 removed, 172 unchanged (74% of the section changed)

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See “Cautionary Note Regarding Forward-Looking Statements” for additional information.

Unless otherwise indicated, all information in this Annual Report on Form 10-K gives effect to a 1-for-50 reverse stock split of our

Unless otherwise indicated, all information in this Annual Report gives effect to a 1-for-50 reverse stock split of our

common stock that became effective on November 5, 2024, and all references to shares of common stock outstanding and per share amounts

give effect to the reverse stock split.

are an early-clinical-stage therapeutics company focused on developing treatments for adult and pediatric cancer.

Our business now consists

of one early-clinical-stage therapeutic program (QN-302), one preclinical therapeutic program (Pan-RAS), and a co-development agreement

with Marizyme, Inc (“Marizyme”).

lead program, QN-302, is an investigational small molecule G-quadruplexes (G4)-selective transcription inhibitor with strong binding

affinity to G4s prevalent in cancer cells (such as pancreatic cancer).

Such binding could, by stabilizing the G4s against DNA “unwinding,”

help inhibit cancer cell proliferation.

Pan-RAS program, which is currently at the preclinical stage, consists of a family of RAS oncogene protein-protein interaction inhibitor

small molecules believed to inhibit or block mutated RAS genes’ proteins from binding to their effector proteins thereby leaving

the proteins from the mutated RAS unable to cause further harm.

In theory, such mechanism of action may be effective in the treatment

of about one quarter of all cancers, including certain forms of pancreatic, colorectal, and lung cancers.

The investigational compounds

within our Pan-RAS portfolio are designed to suppress the interaction of endogenous RAS with c-RAF, upstream of the KRAS, HRAS and NRAS

effector pathways.

April 11, 2024, the Company entered into a Co-Development Agreement (the “Co-Development Agreement”) with Marizyme.

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total of $500,000 of DuraGraft Net Sales have been made in the United States.

addition, during the year ended December 31, 2024, the Company advanced a total of $2,257,400 to Marizyme, against which Marizyme had

previously delivered demand promissory notes to the Company of like principal amounts (the “Marizyme Notes”).

Notes bear interest the rate of eighteen percent (18%) per annum.

Marizyme may pre-pay all or any part of the outstanding principal or

interest of the Marizyme Notes at any time and from time to time, in whole or in part, without premium or penalty.

addition, during the year ended December 31, 2025, the Company advanced a total of $4,166,900 to Marizyme, against which

Marizyme had previously delivered demand promissory notes to the Company of like principal amounts (the “Marizyme Notes”).

The Marizyme Notes bear interest the rate of eighteen percent (18%) per annum.

Marizyme may pre-pay all or any part of the outstanding

principal or interest of the Marizyme Notes at any time and from time to time, in whole or in part, without premium or penalty, until its maturity on August 21, 2026.

Throughout the fourth quarter of 2025, the Board reassessed its interest

in further pursuing a transaction with Marizyme given the Faraday Investment (as described further below) and Marizyme’s continued

need for funding support, and, as such, management updated its expected credit loss (“CECL”) estimate under ASC 326 as of

December 31, 2025.

September 2025 we consummated a Subscription Agreement (the “Subscription Agreement”) with certain investors including Faraday

Future Intelligent Electric Inc.

FFAI)(the “Lead Investor” or “Faraday”) pursuant to which the investors

purchased $40.7 million (the “Offering”) of our Common Stock and shares of a newly created Series B Convertible Preferred

Stock, par value $0.001 per share (the “Series B Preferred Stock”).

Up to $6.8 million of the net proceeds from

the Offering were used to pay existing debt and fund our existing business operations, and the balance of the cash proceeds and contributed

currency will be used for the establishment of our cryptocurrency treasury operations, using AlxCrypto.

AIxCrypto (AIxC) is committed

to building a world-leading ecosystem that integrates Artificial Intelligence (AI) and blockchain, bridging Web2 and Web3.

This ecosystem

unites a decentralized protocol, distributed network, AI DePIN and EAI RWA value regeneration, and a DeAI Agent product and technology

platform designed to achieve optimal trading performance.

Its core products include the BesTrade DeAI Agent and the AIxC ecosystem products.

November 5, 2024, the Company effected a 1-for-50, reverse stock split of our outstanding shares of common stock (the “Reverse

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All share and per share data for all

periods presented in this Annual Report on Form 10-K have been adjusted retrospectively to reflect the Reverse Stock Split.

periods presented in this Annual Report have been adjusted retrospectively to reflect the Reverse Stock Split.

of authorized shares of common stock and the par value per share remains unchanged.

do not expect to be profitable before products from our therapeutics pipeline are commercialized.

To experience losses while therapeutic

products are still under development is, of course, typical for biotechnology companies.

Given our financial situation, the company slowed

the development of the aforementioned therapeutic products beginning in the second quarter 2024.

We have also implemented dramatic expense

controls in an effort to stem the rate of losses.

Management and the board are strategically reviewing plans on how to best advance our

therapeutics pipeline, and will ramp up development when properly funded through either the capital markets or strategic partnerships.

B Preferred Stock Conversions

to December 31, 2025, and through the date of this filing, 33,858 shares of the Company’s Series B Preferred Stock were converted

into 15,074,611 shares of common stock at a conversion price of $2.246 per share.

following table summarizes the conversion activities:

Series B Shares Converted

Common Shares Issued

a result of these conversions, the Company’s outstanding common stock increased by approximately 192%, which will result in a dilution

to existing common stockholders.

Accounting Policies and Estimates

consolidated financial statements historically have not separated our diagnostics-related activities from our therapeutics-related activities.

All of our historically reported revenue was diagnostics-related.

Before the third quarter of 2023, our reported expenses represented

the total of our diagnostics-related and therapeutics-related expenses.

In this Annual Report, all diagnostics-related revenues and expenses

have been reclassified to discontinued operations (See Note 6 - Discontinued Operations).

discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported

amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our consolidated

financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to the determination of

the allowance for credit losses, fair value of derivative financial instruments and warrant liabilities, and stock-based

compensation.

We base our estimates on historical experience, known trends and events and various other factors we believe 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 may differ from these estimates under different

assumptions or conditions.

our significant accounting policies are more fully described in Note 1 to our consolidated financial statements appearing in “Item

Financial Statements and Supplementary Data,” we believe that the following accounting policies are the most critical to aid

you in fully understanding and evaluating our financial condition and results of operations:

Research and Development

Discontinued Operations

Reverse Stock Splits

Derivative Financial Instruments and Warrant Liabilities

Stock-Based Compensation

time to time the Company has issued certain warrants with terms that give rise to warrant liabilities (see Note 8 – Warrant Liabilities).

Accounting principles generally accepted in the United States of America (“U.S.

GAAP”) require us to recognize the fair value

of these warrants as warrant liabilities on our Consolidated Balance Sheets and to reflect period-to-period changes in the fair value

of the warrant liabilities on our Consolidated Statements of Operations.

The estimated fair value of these warrant liabilities was approximately

$0.3 million, and $0.1 million at December 31, 2024 and 2023, respectively.

There were liability classified warrants outstanding for

68,712 shares with a weighted average price of $2.00 (of which 52,693 were exercisable with a weighted average price of $0.23) at December

31, 2024 and liability classified warrants outstanding for 9,113 shares (of which all were exercisable) with a weighted average price

of $36.50 at December 31, 2023.

the fair value of the above liability classified warrants will be determined each quarter on a “mark-to-market” basis, significant

variability in our future quarterly and annual Consolidated Statement of Operations and Consolidated Balance Sheets could occur based

on changes in our public market common stock price.

Pursuant to U.S.

GAAP, a quarter-to-quarter increase in our stock price would result

in an increase in the fair value of the warrant liabilities and a quarter-to-quarter decrease in our stock price would result in a decrease

in the fair value of warrant liabilities.

the year ended December 31, 2024, the Company issued liability classified warrants for 52,474 shares, at a weighted average price of

$8.64, reclassified warrants for 71,026 shares with a weighted average price of $2.14 from equity to liabilities, and warrants for 38,315

shares with a weighted average price of $6.50 from liabilities to equity.

Liability classified warrants for 25,586 shares expired with

a weighted average price of $13.00.

No liability classified warrants were exercised during the year ended December 31, 2024.

the year ended December 31, 2023, the Company issued liability classified warrants for 9,113 shares, at a weighted average price of

$36.50, reclassified warrants for 50,000 shares with a weighted average price of $82.50 from liabilities to equity.

classified warrants for 21,952 shares with a weighted average price of $66.00 expired, and liability classified warrants for 5,040

shares with a weighted average price of $66.00 were forfeited.

No liability classified warrants were exercised during the year ended

December 31, 2023.

Notes Receivable

the year ended December 31, 2024, the Company advanced to Marizyme, Inc., $2,257,400, against which Marizyme delivered demand promissory

notes to the Company of like principal amounts (the “Marizyme Notes”).

As of December 31, 2024, accrued interest related

to the Marizyme Notes was $113,292 and interest income of this amount was recognized in other income in the consolidated statement of

As of December 31, 2023 there were no amounts due to the Company under the Marizyme Notes.

Marizyme Notes bear at interest the rate of eighteen percent (18%) per annum.

Marizyme may pre-pay all or any part of the outstanding

principal or interest at any time and from time to time, in whole or in part, without premium or penalty.

ASC 326-20, known as the current expected credit loss (“CECL”) model, the Company was required to estimate credit losses

expected over the life of an exposure (or pool of exposures) based on historical information, current information, and reasonable and

supportable forecasts.

The Company is unable to use its historical data to estimate losses as it has no relevant loss history to

To determine the estimate of expected credit losses, the Company used a probability-weighted approach that incorporates multiple

settlement scenarios, including recovery of amounts due upon an acquisition of the debtor, and recovery in different liquidation scenarios,

and determines the expected recoverable amount of the loan in each scenario.

This model requires management to make certain assumptions

including the likelihood of each outcome, the estimated value of the debtor’s assets, and the Company’s expected claim and

recovery rate on the debtor’s assets in the event of an insolvency or a liquidation proceeding.

As of December 31, 2024, the estimate

for expected credit losses on the Marizyme Notes is $360,000.

Given the inherently uncertain nature of the debtor’s financial condition

and future outcomes, actual credit losses may differ materially from this estimate.

The Company will continue to monitor relevant events

and conditions and update its assumptions and allowance as necessary.

This discussion and analysis is based on our consolidated financial statements,

which have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires us to make

estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent

assets and liabilities in our consolidated financial statements.

An accounting policy is deemed to be critical if it requires an accounting

estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates

that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially

impact the consolidated financial statements.

While the Company’s significant accounting policies and estimates are further outlined

in Note 1 - Business and Summary of Significant Accounting Policies and Estimates of the consolidated financial statements, Management

believes that none of these give rise to critical accounting policies or estimates in these consolidated financial statements.

of Operations

of the Years Ended December 31, 2025 and 2024:

For the Years Ended

For The Years Ended December 31,

General and administrative

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Gain on change in fair value of derivative liabilities

Interest income

Gain on change in fair value of convertible debt

Interest expense

Interest income

Loss on issuance of convertible debt

(Gain) loss on voluntary conversion of convertible debt into common stock

Net loss on digital assets

Gain on voluntary conversion of convertible debt into common stock

Loss on debt extinguishment

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Gain on settlements of accounts payable

Loss on fixed asset disposal

Other income, net

Other expense (income), net

Total other expense (income), net

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(16,965,875 )

PROVISION (BENEFIT) FOR INCOME TAXES

PROVISION FOR INCOME TAXES

NET LOSS FROM CONTINUING OPERATIONS

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DISCONTINUED OPERATIONS

Loss from discontinued operations, net of tax

Loss on disposal of discontinued operations, net of tax

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(16,965,875 )

Net loss attributable to non-controlling interest from discontinued operations

Net loss available to Qualigen Therapeutics, Inc.

Deemed dividend arising from preferred stock and warrant down-round provision

$ (2,562,867 )

Deemed dividend arising from warrant down-round provision

Net loss attributable to Qualigen Therapeutics, Inc.

Net loss attributable to shareholders

$ (19,528,742 )

$ (6,346,795 )

Net loss per common share, basic and diluted - continuing operations

Net loss per common share, basic and diluted - discontinued operations

Total net loss per common share, basic and diluted

Weighted—average number of shares outstanding, basic and diluted

Other comprehensive loss, net of tax

$ (6,259,191 )

$ (13,760,250 )

Foreign currency translation adjustment from discontinued operations

Other comprehensive loss

(13,640,777 )

Comprehensive loss attributable to noncontrolling interest from discontinued operations

Comprehensive loss attributable to Qualigen Therapeutics, Inc.

$ (6,259,191 )

$ (13,336,042 )

Net income (loss) per common share, basic and diluted - discontinued operations

Total net loss per common share, basic and diluted

Weighted-average number of shares outstanding, basic and diluted (after stock split)

and Administrative Expenses

and administrative expenses decreased from $6.1 million for the year ended December 31, 2023 to $4.2 million for the year ended December

This decrease was primarily due to a $0.8 million decrease in stock-based compensation expense, a $0.9 million decrease in

payroll related expenses due to a reduction in force, and a $0.3 million decrease in insurance expenses, offset by an increase of $0.1 million in professional fees.

and administrative expenses increased from $4.2 million for the year ended December 31, 2024 to $8.8 million for the year ended December

This is primarily due to an increase in investor relation fees of $1.4 million as we paid consultants to help raise capital,

plus $3.0 million increase in consultant fees and $0.9 million in master service fees offset by a decrease in payroll expenses of $1.0

million and decrease in insurance expense of $0.2 million.

and Development Costs

and development expenses decreased from $5.2 million for the year ended December 31, 2023 to $1.2 million for year ended December 31,

This decrease was primarily due to a $2.9 million decrease in preclinical, clinical research, and licensing costs for QN-302, a

$1.0 million decrease in preclinical research, and licensing costs for Pan-RAS, a $0.6 million decrease in payroll related expenses due

to a reduction in force, a $0.1 million decrease in stock-based compensation expense, and a $0.1 million decrease in professional fees,

offset by a $0.7 increase in expenses related to the Marizyme Co-Development Agreement.

Loss Expense - Short Term Notes Receivable

There was a $0.4 million loss in the current year due to a charge for the Company’s estimate for expected credit

losses on the Marizyme Notes Receivable during the year ended December 31, 2024.

There were no credit losses during the year ended December

and development expenses decreased from $1.2 million for the year ended December, 2024, to $0.2 million for the year ended December

This was primarily due to all research and development being slowed down in 2025 due to lack of funding, resulting in decreases in QN-302

program expenses of approximately $200,000 and a decrease in Marizyme research expense of $700,000.

Loss Expense – Short-Term Note Receivable

loss expense – short-term note receivable increased from $0.4 million for the year ended December, 2024, to $4.2 million

for the year ended December 31, 2025.

This is due to Marizyme’s debt increasing from $2.4 million for the year ended December 31,

2024 to $4.9 million for the year ended December 31, 2025, as well as the likelihood of our being able to collect being assessed at a

significantly lower rate than prior year.

Expense (Income), Net

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described above.

The estimated fair value of warrant liabilities increased to $0.3 million as of December 31, 2024 from $0.1 million

as of December 31, 2023 due to the issuance of new liability classified warrants with an initial fair value of $0.6 million, the reclassification

The estimated fair value of warrant liabilities decreased to $0.1 million as of December 31, 2025 from $0.3 million

as of December 31, 2024 primarily due to changes in our stock price and expiration of warrants during the prior period.

the year ended December 31, 2024 we experienced a $0.4 million gain in other income because of the change in fair value of the warrant

The estimated fair value of warrant liabilities increased to $0.3 million as of December 31, 2024 from $0.1 million as of

December 31, 2023 due to the issuance of new liability classified warrants with an initial fair value of $0.6 million, the reclassification

at fair value of equity classified warrants to warrant liabilities of $0.3 million, offset by the reclassification at fair value to equity

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to an associated decrease in the market price of our common stock and the expiration of liability classified warrants during the year.

the year ended December 31, 2023 we experienced a $2.0 million gain in other income because of the change in fair value of the warrant

The estimated fair value of warrant liabilities decreased to $0.1 million as of December 31, 2023 from $3.6 million as of

December 31, 2022 due to a reduction in fair value of the warrant liabilities resulting from an associated decrease in the market price

of our common stock, and the reclassification at fair value of a liability classified warrant to equity of $1.6 million.

a decline in our stock price would result in a decline in the fair value of our warrant liabilities, generating a gain, while an increase

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due to the issuance and subsequent extinguishment of the 2024 Alpha Debenture and 2024 Chen Debenture during the year.

Derivative liabilities

at December 31, 2023 had no fair value.

was $0.1 million in interest income during the year ended December 31, 2024 compared to no interest income during the year ended December

The increase was due to interest accrued on the Marizyme Notes.

There were no Marizyme notes outstanding during the year ended

December 31, 2023.

was $0.9 million in net interest expense during the year ended December 31, 2024 compared to net interest expense of $1.5 million during

the year ended December 31, 2023.

The decrease was due to lower outstanding balances on convertible debt during the current year compared

to the prior year.

There were no

derivative liabilities at December 31, 2025.

on Change in Fair Value of Convertible Debt

the year ended December 31, 2025 we experienced an approximately $38,000 gain on change in fair value of convertible debt, compared to

no change for the year ended December 31, 2024.

We did not hold any convertible debt in 2024.

was $0.7 million in interest income during the year ended December 31, 2025 compared to $0.1 interest income during the year ended December

The increase was due to interest accrued on the Marizyme Notes, which increased significantly in the year ended December 31,

was $1.0 million in interest expense during the year ended December 31, 2025 compared to interest expense of $0.9 million during the

year ended December 31, 2024.

The increase was due to the short term promissory notes carrying higher interest rates

than the convertible debt carried in the year ended December 31, 2024.

on Issuance of Convertible Debt

the year ended December 31, 2024 we experienced a loss of approximately $358,000 due to the issuance of new convertible debt.

was no loss on issuance of convertible debt during the year ended December 31, 2023.

Loss on Voluntary Conversion of Convertible Debt into Common Stock

the year ended December 31, 2024 we incurred a loss on issuance of convertible debt of approximately $358,000 due to the fair value of

the 2024 Alpha Debenture and derivative liabilities exceeding the cash proceeds.

During the year ended December 31, 2025 we incurred

a loss on issuance of convertible debt of approximately $92,000 due to the fair value of the 2025 Convertible Note and derivative liabilities

exceeding the cash proceeds.

Net Loss on Digital

the year ended December 31, 2025 we experienced an approximately $3.6 million loss on digital assets, compared to no change for the year

ended December 31, 2024.

We did not hold any digital assets in 2024.

on Voluntary Conversion of Convertible Debt into Common Stock

the year ended December 31, 2024, we recognized a gain of approximately $56,000 on the voluntary conversion of convertible debt into

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Alpha’s partial voluntary conversion of the 2024 Alpha Debenture at a weighted average share price of $6.50.

the year ended December 31, 2023 we issued 16,835 shares of common stock upon Alpha’s partial voluntary conversion of the 2022

Debenture at $66.00 per share for a total of $1,111,078 principal converted.

Upon conversion, we recognized a loss on voluntary conversion

of convertible debt of approximately $1.1 million.

There was no debt

conversions in the year ended December 31, 2025.

on Debt Extinguishment

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principal and interest on the 2024 Chen Debenture.

the year ended December 31, 2023, we issued 6,193 shares of common stock in lieu of cash for the October and December 2023 monthly redemptions,

for a total of $220,000 principal redeemed, pursuant to the terms of the 2022 Debenture at a weighted average share price of $35.52.

Upon redemption in shares, we recognized a loss on partial debt extinguishment of $34,315.

The modification of the 2022 Debenture during

the year ended December 31, 2023 met the criteria to be accounted for as a debt extinguishment in the amount of $591,338.

we recognized an additional loss on partial debt extinguishment of that amount.

There was no debt extinguished in the year ended December 31, 2025.

on Monthly Redemptions of Convertible Debt into Common Stock

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convertible debt into common stock of approximately $209,000.

There was no redemptions of convertible debt in the year ended December

on Settlements of Accounts Payable

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were no such settlements during the year ended December 31, 2025.

on Fixed Asset Disposal

the year ended December 31, 2024 there was no loss on fixed asset disposal.

During the year ended December 31, 2023, we incurred a $21,747

loss on fixed asset disposal due to disposal of research and development equipment previously used for QN-165.

income, net was immaterial during the years ended December 31, 2025 and 2024.

was no loss from discontinued operations during the year ended December 31, 2024, compared approximately $0.7 million during the year

ended December 31, 2023, which consisted of approximately $0.2 million from our former Qualigen, Inc.

subsidiary and approximately $0.5

million from NanoSynex.

Company recorded a loss of approximately $0.1 million on disposal of discontinued operations during the year ended December 31, 2024,

which was generated due to the early settlement of an escrow account from the sale of Qualigen, Inc.

During the year ended December 31,

2023, the Company recorded a loss of approximately $0.6 million on disposal of discontinued operations, consisting of a loss of approximately

$4.5 million from the deconsolidation of NanoSynex, offset by a gain of approximately $3.9 million from the sale of our former Qualigen,

There were no such discontinued

operations in the year ended December 31, 2025.

and Going Concern

financial position is weak.

As of December 31, 2024, we had approximately $1.2 million in cash and net accounts payable of over $1.6

As of December 31, 2025, we had approximately $19.3 million in cash and accounts payable of $1.3 million.

We are in arrears on accounts payable to important partners.

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of December 31, 2025.

For the years ended December 31, 2024 and 2023, we used cash of $6.5 million and $10.3 million, respectively, in

We sold our Qualigen, Inc.

FastPack® diagnostics products business in 2023.

Our current liabilities at December 31, 2024 include approximately $1.6

million of accounts payable, $170,000 of accrued expenses and other current liabilities, and $269,000 in warrant liabilities.

currently expect our cash balances to fund operations only into the third quarter of 2025.

We expect to continue to have net

losses and negative cash flow from operations, which will challenge our liquidity.

These factors raise substantial doubt regarding our

ability to continue as a going concern for the one-year period following the date that the financial statements in this Annual Report

Historically,

our principal sources of cash have, in addition to previous revenue from product sales and license revenues from the FastPack product

of line of Qualigen, Inc.

(which we divested in July 2023), included proceeds from the issuance of common and preferred equity and proceeds

from warrant exercises and the issuance of debt.

There can be no assurance that further financing can be obtained on favorable terms,

If we are unable to obtain funding, we could be required to delay, reduce or eliminate research and development programs,

product portfolio expansion or future commercialization efforts, and we could be unable to continue operations.

the year ended December 31, 2024 we raised approximately $8.0 million in new equity consisting of $4.6 million from the sale of Preferred

Series A-2 Preferred Stock, $3.0 million from the sale of common stock and prefunded warrants in a public offering, and $0.4 million

from warrant exercises.

We also raised $1.5 million in new convertible debt, and $2.0 million in short-term debt, of which $1.1 million

in convertible debt and accrued interest was exchanged for Preferred Series A-2 Preferred Stock, and $0.5 million was repaid in cash.

The $2.0 million in short-term

debt was also repaid in cash during the year.

These equity and debt capital raises resulted in approximately $9.0 million in cash provided

by financing activities during the year ended December 31, 2024, compared to no new equity or debt issued during the year ended December

For the years ended December 31, 2025 and 2024, we used cash of $7.0 million and $6.3 million, respectively,

in operations.

current liabilities at December 31, 2025 include approximately $1.3 million of accounts payable, $1.6 million of related party payables,

approximately $123,000 of accrued expenses and other current liabilities, approximately $142,000 of short term convertible

debt, and approximately $142,000 in warrant liabilities.

expect to continue to have net losses and negative cash flow from operations, which will challenge our liquidity.

While we are establishing

cryptocurrency treasury operations, it is newly established and there are no guarantees it will generate revenue.

These factors raise

substantial doubt regarding our ability to continue as a going concern for the one-year period following the date that the financial

statements in this Annual Report were issued.

the year ended December 31, 2025 we raised approximately $45.7 million in new equity consisting of $3.3 million from nine investors as

short-term borrowings, $0.2 million from Alpha Capital Anstalt upon the issuance of a short-term convertible promissory note maturing

in January 2026, $0.1 million from an investor in exchange for a short-term promissory note with zero interest due six months after issuance,

$4.3 million (net of issuance costs) upon closing of a private placement transaction resulting in the sale of 4,500 shares

of newly designated Series A-3 Preferred Stock at a purchase price of $1,000 per share, and $37.7 million (net of issuance costs) upon

closing of a subscription agreement (the “Subscription Agreement” or “Offering”) with Future Intelligent Electric

(“Faraday”) resulting in the sale of 337,432 shares of the Company’s common stock and 39,943

shares of a newly created Series B Convertible Preferred Stock.

Additionally, during the twelve months ended December 31, 2025, the Company repaid

approximately $4.5 million of outstanding promissory notes.

These equity and debt capital raises resulted in approximately $45.5 million

in cash provided by financing activities during the year ended December 31, 2025, compared to $9.0 million in new equity and debt issued

during the year ended December 31, 2024.

the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our

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streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us.

of our common stock from Nasdaq would have a serious negative effect on any future financing efforts.

On April 24, 2025, the Company

received a notice from Nasdaq notifying the Company that, because the Company was delinquent in filing its 2024 Form 10-K, the Company

no longer complied with Nasdaq Listing Rule 5250(c), which requires companies with securities listed on Nasdaq to timely file all required

periodic reports with the SEC.

Therefore, in line with the Panel Monitor’s decision, the Company’s securities will be delisted

If the Company did not request an appeal of this decision by May 1, 2025, trading of the Company’s common stock would

have been suspended at the start of business on May 5, 2025.

The Company appealed this decision to Nasdaq on May 1, 2025 and has taken

the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable.

Notwithstanding the foregoing, there

can be no assurance that the Panel will grant the Company further extensions for other late filings, or that the Company will ultimately

regain compliance with all applicable requirements for continued listing.

accompanying financial statements have been prepared assuming that we will continue as a going concern.

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we may require additional debt or equity capital to make such payments.

have multiple license and sponsored research agreements with University of Louisville Research Foundation ULRF.

agreements, we have taken over development, regulatory approval and commercialization of various drug compounds from ULRF and are

responsible for maintenance of the related intellectual property portfolio.

Under the terms of these agreements, we are required to

make patent maintenance payments and payments based upon development, regulatory and commercial milestones for any products covered

by the in-licensed intellectual property.

The maximum aggregate milestone payments we may be obligated to make per product are $5

We will also be required to pay a royalty on net sales of products covered by the in-licensed intellectual property in the

low single digits.

The royalty is subject to reduction for any third-party payments required to be made, with a minimum floor in the

low single digits.

We have the right to sublicense our rights under these agreements, but we will be required to pay ULRF a

percentage of any sublicense income.

January 2022, we entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a genomic

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(UCL Business Limited is the commercialization company for University

College London.) We are further developing the program’s lead compound under the name QN-302.

College London.) We are further developing the program’s lead compound under the name QN-302, and this work is currently still underway.

The License Agreement requires (if

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(“Marizyme”).

Under the Co-Development Agreement

(as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of $200,000.

Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024.

The Exclusivity Fee entitled us

to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with

regard to Marizyme’s DuraGraft business.

The Funding Payment is designed to provide financial support for commercialization of

Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass

grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting

In return for the Funding Payment we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined

with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the Funding Payment cash provided.

No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative

total of $500,000 of DuraGraft Net Sales have been made in the United States.

the year ended December 31, 2024, the Company advanced to Marizyme $2,257,400, against which Marizyme delivered demand promissory notes

to the Company of like principal amounts (the “Marizyme Notes”).

As of December 31, 2024, accrued interest related to the

Marizyme Notes was $113,292 and interest income of this amount was recognized in other income in the consolidated statement of operations.

As of December 31, 2024, the estimate for expected credit losses on the

Marizyme Notes is $200,000, which was recognized in other income in the consolidated statement of operations.

As of December 31, 2024, the estimate for expected credit losses on the Marizyme Notes is $360,000, which was recognized in the consolidated statement of operations.

Marizyme Notes bear interest the rate of eighteen percent (18%) per annum.

Marizyme may pre-pay all or any part of the outstanding principal

or interest of the Marizyme Notes at any time and from time to time, in whole or in part, without premium or penalty.

From January through June 2025, an additional $1,518,500 was advanced to

Marizyme against which Marizyme delivered additional demand promissory notes.

Under the Co-Development

Agreement (as amended on August 6, 2024), we agreed to pay Marizyme a Funding Payment of up to $1,750,000 and an Exclusivity Fee of

The Exclusivity Fee of $200,000 and a Funding Payment of $500,000 was paid to Marizyme on April 12, 2024.

The Exclusivity

Fee entitled us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship

with Marizyme with regard to Marizyme’s DuraGraft business.

The Funding Payment is designed to provide financial support for

commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing

coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary

artery bypass grafting surgery.

This work is still currently underway.

In return for the Funding Payment we will receive quarterly a

33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of

DuraGraft, capped at double the amount of the Funding Payment cash provided.

No such payments-in-the-nature-of-royalties would

accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have

been made in the United States.

Service Agreements

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Investing activities

Financing activities

Net increase (decrease) in cash and restricted cash

(15,881,487 )

Financing activities

Net decrease in cash

Cash Used in Operating Activities

During the year ended December 31, 2025, operating activities used $7.0

million of cash, primarily resulting from a loss from continuing operations of $16.9 million.

Cash flows from operating activities for

the year ended December 31, 2025 were positively impacted by adjustments for stock based compensation of approximately $300,

legal expenses that were deducted from the issuance of convertible debt of $20,000, $0.3 million worth of common stock issued to a consultant,

a $4.2 million provision for credit losses on short term notes receivable, $1.0 million of amortization of premium on promissory notes,

$2.7 million in losses on the change in fair market value of digital assets, approximately $40,000 in payments made

using digital assets, a loss on issuance of convertible debt of $0.1 million, changes in prepaid expenses and other current assets of

$0.5 million, and changes in accrued expenses and other liabilities of $1.

Cash flows from operating activities

for the year ended December 31, 2025 were negatively impacted by adjustments for a $0.1 million change in the fair value of warrant liabilities,

accrued interest on short term notes receivable of $0.6 million, change in accounts payable of $0.3 million and

a loss on the change in fair value of convertible debt of approximately $37,000.

the year ended December 31, 2024, operating activities used $6.3 million of cash, primarily resulting from a net loss of $6.3 million.

Cash flows from operating activities for the year ended December 31, 2024 were positively impacted by adjustments for accretion

of discount on convertible debt of $0.6 million, a non-cash loss on issuance of convertible debt of approximately $0.4 million, a non-cash

loss on debt extinguishment of approximately $57,000, change in provision for non-cash credit losses on short-term notes receivable of

$0.4 million, a non-cash loss on monthly redemptions of convertible debt into common stock of $0.2 million, and non-cash stock based

compensation of $0.1 million.

Cash flows from operating activities for the year ended December 31, 2024 were negatively impacted

by adjustments for a non-cash gain on change in fair value of warrant liabilities of $0.4 million, a $0.3 million gain on settlement

of accounts payable, a $0.4 million decrease in accounts payable, a $0.2 million increase in prepaid expenses and other assets, a $0.2

million non-cash gain on change in fair value of derivative liabilities, a $0.1 million decrease in accrued expenses and other current

liabilities, accrued interest receivable on the Marizyme notes of $0.1 million, and a non-cash gain on voluntary conversion of convertible

debt of approximately $56,000.

the year ended December 31, 2023, operating activities used $10.3 million of cash, primarily resulting from a loss from continuing operations

of $12.5 million.

Cash flows from operating activities for the year ended December 31, 2023 were positively impacted by adjustments for

a $1.1 million non-cash loss on voluntary conversion of convertible debt, a $0.6 million non-cash loss on convertible debt extinguishment,

accretion of discount of $1.5 million on convertible debt, a $1.6 million increase in accounts payable, and $1.1 million in non-cash

stock-based compensation expense.

Cash flows from operating activities for the year ended December 31, 2023 were negatively impacted

by adjustments for a $2.0 million decrease in fair value of warrant liabilities, a $0.3 million increase in prepaid expenses and other

assets, a $0.2 million decrease in accrued expenses and other current liabilities, and cash used in discontinued operations of $1.2 million.

was no charge for provision for credit losses on short-term notes receivable during the year ended December 31, 2023.

Cash flows from operating activities for the year ended December 31, 2024 were positively impacted by adjustments for accretion of discount

on convertible debt of $0.6 million, a loss on issuance of convertible debt of approximately $0.4 million, a loss on debt extinguishment

of approximately $57,000, change in provision for non-cash credit losses on short-term notes receivable of $0.4 million, a loss on monthly

redemptions of convertible debt into common stock of $0.2 million, and stock based compensation of $0.1 million.

Cash flows from operating

activities for the year ended December 31, 2024 were negatively impacted by adjustments for a gain on change in fair value of warrant

liabilities of $0.4 million, a $0.3 million gain on settlement of accounts payable, a $0.4 million decrease in accounts payable, a $0.2

million increase in prepaid expenses and other assets, a $0.2 million gain on change in fair value of derivative liabilities, a $0.1

million decrease in accrued expenses and other current liabilities, accrued interest receivable on the Marizyme notes of $0.1 million,

and a gain on voluntary conversion of convertible debt of approximately $56,000.

Cash Provided By Investing Activities

the year ended December 31, 2024, net cash used by investing activities was approximately $1.9 million resulting from the

issuance of $2.3 million in notes receivable to Marizyme, offset by $0.4 million in proceeds from the disposal of discontinued operations,

due to the release of escrow from the sale of Qualigen, Inc.

the year ended December 31, 2023, net cash provided by investing activities was approximately $4.2 million resulting from discontinued

operations due to $4.9 million in proceeds received from the sale of Qualigen, Inc., offset by $0.5 million advanced to NanoSynex, and

$0.2 million in purchases of property and equipment prior to deconsolidation.

Net Cash Provided by

(Used in) Financing Activities

Net cash provided

by financing activities for the year ended December 31, 2024, was approximately $9.0 million, resulting from $4.6 million in proceeds

from the sale of Series A-2 Preferred Stock, approximately $3.1 million in proceeds from the sale of common stock and prefunded warrants,

$2.0 million in proceeds from the issuance of short term debt, $1.5 million from the issuance of convertible debt, $0.4 million in proceeds

from warrant exercises, offset by $2.0 million in short term debt repayments, and $0.5 million in convertible debt repayments.

used in financing activities for the year ended December 31, 2023, was approximately $0.6 million, due to monthly redemption payments

on the 2022 Alpha Debenture.

the year ended December 31, 2025, net cash used by investing activities was approximately $15.8 million resulting from the issuance

of $1.9 million in notes receivable to Marizyme, purchases of intangible asstes of approximately $93,000, and purchases of digital

assets of $16.5 million, offset by $2.6 million in proceeds from the sale of

digital assets.

the year ended December 31, 2024, net cash used by investing activities was approximately $1.9 million resulting from the issuance of

$2.3 million in notes receivable to Marizyme, offset by $0.4 million in proceeds from the disposal of discontinued operations, due to

the release of escrow from the sale of Qualigen, Inc.

Cash Provided by Financing Activities

cash provided by financing activities for the year ended December 31, 2025 was $41.0 million, which resulted from the issuance of short-term

debt in the amount of $3.4 million, the issuance of convertible debt in the amount of $0.2 million, the issuance of preferred shares

in the amount of $38.9 million, the issuance of common stock and warrants in the amount of $3.1 million, offset by repayment of convertible

debt of $0.1 million and the repayment of promissory notes of $4.4 million.

cash provided by financing activities for the year ended December 31, 2024, was approximately $9.0 million, resulting from $4.6 million

in proceeds from the sale of Series A-2 Preferred Stock, $3.0 million in proceeds from the sale of common stock and prefunded warrants,

$2.0 million in proceeds from the issuance of short term debt, $1.5 million from the issuance of convertible debt, $0.4 million in proceeds

from warrant exercises, offset by $2.0 million in short term debt repayments, and $0.5 million in convertible debt repayments.

cash provided by financing activities for the year ended December 31, 2023, was approximately $0.6 million, due to monthly redemption

payments on the 2022 Alpha Debenture.

in proceeds from the sale of Series A-2 Preferred Stock, approximately $3.1 million in proceeds from the sale of common stock and prefunded

warrants, $2.0 million in proceeds from the issuance of short term debt, $1.5 million from the issuance of convertible debt, $0.4 million

in proceeds from warrant exercises, offset by $2.0 million in short term debt repayments, and $0.5 million in convertible debt repayments.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis