What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-06-30 · 916 added, 919 removed, 922 unchanged (67% of the section changed)

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TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - WithumSmith+Brown, PC (PCAOB ID:

Report of Independent Registered Public Accounting Firm - Baker Tilly US, LLP (PCAOB ID:

Report of Independent Registered Public Accounting Firm - HTL International, LLC (PCAOB ID:

of Independent Registered Public Accounting Firm - WithumSmith+Brown, PC (PCAOB ID:

Audited Consolidated Balance Sheets at December 31, 2025 and 2024

Audited Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

Audited Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024

Audited Consolidated Statements of Cash Flow for the years ended December 31, 2025 and 2024

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of the financial statements for the year ended December 31, 2025)

the Board of Directors and Stockholders

Therapeutics, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Qualigen Therapeutics, Inc.

(the “Company”) as of December 31,

2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash

flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles

of AIxCrypto Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of AIxCrypto Holdings,

(the “Company”) as of December 31, 2025, and the related statement of operations and comprehensive loss, changes in shareholders’

deficit, and cash flows for the year ended December 31, 2025, 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, 2025, and the results of its operations and its cash flows for year ended December 31, 2025, in accordance with accounting principles

generally accepted in the United States of America.

Concern Uncertainty

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has an accumulated deficit at December 31, 2024 and continuing net losses

and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated 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.

of our audit, 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.

Going Concern

The 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 recurring

losses from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s

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.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit 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 audit, 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.

audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides 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 critical audit matters

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 opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Expected Credit Losses (CECL)

Audit Matter Description

described in Note 4 to the consolidated financial statements, the Company establishes a reserve for the short-term notes receivable that

reflects its estimate of current expected credit losses (CECL).

The Company is unable to use its historical data to estimate losses as

it has no relevant loss history to date.

To determine the estimate of current expected credit losses, the Company used a probability-weighted

approach that incorporates multiple settlement scenarios, including recovering of amounts due upon acquisition of the debtor, and recovery

in liquidation scenario.

The model requires management to make certain assumptions including the likelihood of each outcome.

As of December

31, 2024, the estimate for expected credit losses on the debtor is approximately $360,000.

the Company’s CECL reserve is challenging due to the significant assumptions and judgment used by management involve a high degree

of auditor judgment.

We Addressed the Matter in Our Audit

primary procedures we performed to address this critical audit matter included:

and understanding the promissory note agreement.

and reviewing management’s prepared accounting memo.

management’s assumptions used in the probability-weighted approach.

available market data to corroborate management’s probability assumptions.

WithumSmith+Brown, PC

have served as the Company’s auditor since 2024.

Francisco, California

Our audit 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 audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

Critical Audit Matter

The critical audit matter communicated below is a matter arising

from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

(1) relates to accounts or disclosures that are material to the financial statements and (2) involves our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Existence of and Rights to Digital Assets

As described in Note 3 to the financial

statements, as of December 31, 2025, the Company recorded digital assets with a fair value of approximately $10.3 million, which were

held in a third-party custody wallet.

identified the evaluation of the existence of, and the Company’s rights to, its digital assets as a critical audit matter due

to the nature and extent of audit effort required to address the matter, which includes a significant involvement of more

experienced engagement team members.

Subjective auditor judgment was required in determining the nature and extent of audit

procedures and the sufficiency of audit evidence obtained to test the digital assets recognized by the Company.

procedures we performed to address this critical audit matter included:

Reviewed custodial agreement to obtain understanding of the Company’s rights and obligations in relation to the digital assets held in custody;

Assessed the custodian’s control regarding the safeguarding and accuracy of the transaction and balance statements of the Company’s digital assets by reviewing the System and Organization Controls (“SOC”) Reports;

Evaluated and tested management’s rationale and supporting documentation, including reconciling the transaction journals to statements produced by the custodian, confirming the balance in quantity with the custodian, testing nature of transactions;

Evaluated management’s disclosures of digital assets in the financial statement footnotes.

HTL International, LLC

We have served as the Company’s auditor since 2025.

Houston, Texas

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the shareholders and the board of directors of Qualigen Therapeutics, Inc.

of the financial statements for the year ended December 31, 2024)

the Board of Directors and Stockholders

Holdings, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Qualigen Therapeutics, Inc.

(the “Company”) as of December

31, 2023, the related consolidated statements of operations, stockholders’ deficit and cash flows for the year then ended, and

the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting

principles generally accepted in the United States of America.

have audited the accompanying consolidated balance sheet of AIxCrypto Holdings, Inc.

(formerly “Qualigen Therapeutics, Inc.”,

the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes

in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the

“consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the

year then ended in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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We believe that our audit provides a reasonable basis for our opinion.

Baker Tilly US, LLP

WithumSmith+Brown, PC

have served as the Company’s auditor from 2024 to 2025.

Diego, California

5, 2024, except for Note 1 Segment Reporting, as to which the date is June 30, 2025

THERAPEUTICS, INC.

Francisco, California

June 30, 2025

HOLDINGS, INC.

BALANCE SHEETS

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Cash and cash equivalents

Digital assets

Prepaid expenses and other current assets

Short-term notes receivable, net of allowance for credit losses of $ 360,000 at December 31, 2024 and $ - at December 31, 2023

Short-term notes receivable, net of allowance for credit losses of $ 4.6 million and $ 360,000 at December 31, 2025 and 2024, respectively

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Intangible assets

Other assets - related party

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

Related party payable

Accrued expenses and other current liabilities

Warrant liabilities

Convertible debt - related party

Convertible debt

Total current liabilities

Commitments and Contingencies (Note 10)

Stockholders’ Equity (Deficit)

Preferred stock, $ 0.001 par value;

Stockholders’ Equity

Preferred stock Series A-2, $ 0.001 par value;

15,000,000 shares authorized;

601 and 6,256 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Preferred stock Series B, $ 0.001 par value;

15,000,000 shares authorized;

39,943 and zero shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Preferred stock, value

Common stock, $ 0.001 par value;

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( 123,061,575 )

Total Stockholders’ Equity (Deficit)

( 2,103,557 )

Total Liabilities & Stockholders’ Equity (Deficit)

Total Stockholders’ Equity

Total Liabilities & Stockholders’ Equity

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

THERAPEUTICS, INC.

HOLDINGS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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Gain on change in fair value of warrant liabilities

( 2,035,469 )

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

Total other expense, net

Other expense (income), net

Total other expense (income), net

LOSS BEFORE PROVISION FOR INCOME TAXES

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( 6,152,857 )

(BENEFIT) PROVISION 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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( 6,259,191 )

( 13,760,250 )

Net loss attributable to non-controlling interest from discontinued operations

Net loss available to Qualigen Therapeutics, Inc.

$ ( 6,259,191 )

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

Total net loss per common share, basic and diluted

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

Other comprehensive loss, net of tax

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

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

HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Stockholders’

Balance at December 31, 2024

$ 119,958,897

$ ( 123,061,575 )

Foreign currency translation adjustment from discontinued operations

Other comprehensive loss

Issuance of common stock for the conversion of Series A-2 preferred shares

( 5,057,360 )

Stock-based compensation

Issuance of Series A-3 preferred shares upon closing of private placement

Issuance of Series B preferred shares upon closing of private placement

Issuance of common stock and warrants upon closing of private placement

Issuance of common stock for the conversion of Series A-3 preferred shares

( 4,257,937 )

Comprehensive loss attributable to noncontrolling interest from discontinued operations

Comprehensive loss attributable to Qualigen Therapeutics, Inc.

( 16,965,875 )

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

THERAPEUTICS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Balance at December 31, 2025

( 140,027,450 )

Stockholders’

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$ ( 123,061,575 )

Therapeutics, Inc.

Comprehensive

Stockholders’

Noncontrolling

Stockholders’

Balance at December 31, 2022

$ 110,528,050

$ ( 103,385,172 )

$ 110,528,050

$ ( 103,385,172 )

Voluntary conversion of convertible debt into common stock

Redemptions of convertible debt into common stock

Fair value of warrant modification for professional services

Fair value of warrant reclassified from liabilities to equity

Stock-based compensation

Foreign currency translation adjustment

Deconsolidation of discontinued operations

( 1,235,443 )

( 1,367,334 )

( 13,417,212 )

( 13,760,250 )

Balance at December 31, 2023

$ 114,655,565

$ ( 116,802,384 )

$ ( 2,103,557 )

$ 114,655,565

$ ( 116,802,384 )

$ ( 2,103,557 )

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

THERAPEUTICS, INC.

HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

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Loss from discontinued operations, net of tax

( 1,285,240 )

Loss from continuing operations

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Adjustments to reconcile loss from continuing operations to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

Change in fair value of warrant liabilities

( 2,035,469 )

Change in fair value of derivative liabilities

Change in provision for credit losses of short-term note receivable

Gain on voluntary conversion of convertible debt

Legal expenses deducted from issuance of convertible debt

Issuance of common stock to consultant

Provision for credit losses of short-term note receivable

Accrued interest on short-term note receivable

(Gain) loss on voluntary conversion of convertible debt

Interest expense

Net loss on digital assets

Payments made with digital assets

Loss on monthly redemptions of convertible debt into common stock

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Loss on issuance of convertible debt

Gain on settlement of accounts

Loss on disposal of fixed assets

Gain on settlement of accounts payable

Loss on change in fair value of convertible debt

Fair value of warrant modification for professional services

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Accrued expenses and other current liabilities

Net cash used in operating activities - continuing operations

( 6,327,503 )

( 9,093,599 )

Net cash used in operating activities - discontinued operations

( 1,210,664 )

Net cash used in operating activities

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CASH FLOWS FROM INVESTING ACTIVITIES:

Issuance of short-term note receivables

Issuance of short-term note receivable

( 1,909,500 )

( 2,257,400 )

Purchase of digital assets

( 16,500,000 )

Sales of digital assets

Purchase of intangible assets

Net cash provided by investing activities - discontinued operations

Net cash provided by (used in) investing activities

Net cash used in investing activities

( 15,881,487 )

( 1,907,400 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on convertible notes payable

Proceeds from the issuance of convertible notes payable

Proceeds from issuance of preferred shares in private placement

Proceeds from issuance of common shares and prefunded warrants in public offering

Proceeds from issuance of short term debt

Proceeds from warrant exercises

Payments on convertible notes payable

Payments on short term debt

Proceeds from the issuance of convertible debt

Net Proceeds from issuance of warrants, common shares and preferred shares in private placement

Net Proceeds from issuance of common shares and preferred shares in private

placement - related party

Proceeds from issuance of common shares and prefunded warrants in public

Repayment of convertible debt

Repayment of promissory notes

( 4,408,500 )

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

( 2,000,000 )

Cash and cash equivalents from continuing operations- beginning of year

Cash and cash equivalents from continuing operations - end of year

Proceeds from warrant exercises

Proceeds from issuance of promissory notes

Net cash provided by financing activities - continuing operations

Net cash provided by financing activities - discontinued operations

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents- end of period

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:

Cash paid during the period for:

NONCASH FINANCING AND INVESTING ACTIVITIES:

Monthly redemptions of convertible debt into common stock

Voluntary conversion of convertible debt into preferred stock

Monthly redemption of convertible debt into common stock

Voluntary conversion of convertible debt into common stock

Deemed dividend arising from warrant down-round provision

Deemed dividend arising from warrant

and preferred shares down-round provision

Exchange of derivative liability for warrant and convertible debt

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Warrants reclassified to liabilities from equity

Net transfers to equipment held for lease from inventory

Issuance of warrants to placement agent

Issuance of common stock for the

conversion of Series A-2 and Series A-3 preferred shares

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

THERAPEUTICS, INC.

HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Corporate History

Pharmaceuticals, Inc.

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became a wholly-owned subsidiary of Chembio (see Note 7 – Discontinued

May 26, 2022, the Company acquired 2,232,861 shares of Series A-1 Preferred Stock of NanoSynex, Ltd.

(“NanoSynex”) from Alpha

Capital Anstalt (“Alpha”), a related party, in exchange for 7,000 reverse split adjusted shares of the Company’s common

stock and a prefunded warrant to purchase 6,629 reverse split adjusted shares of the Company’s common stock at an exercise price

of $ 0.001 per share.

These warrants were subsequently exercised on September 13, 2022.

Concurrently with this transaction, the Company

also entered into a Master Funding Agreement for the Operational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, with NanoSynex

(the “NanoSynex Funding Agreement”), to, among other things, provide for the further funding of NanoSynex, and purchased

381,786 shares of Series B preferred stock from NanoSynex for a total purchase price of $ 600,000 .

The transactions resulted in the Company

acquiring a 52.8 % interest in NanoSynex (the “NanoSynex Acquisition”).

NanoSynex is a nanotechnology diagnostics company

domiciled in Israel.

On July 20, 2023, the Company entered into an Amendment and Settlement Agreement with NanoSynex (the “NanoSynex

Amendment”), which amended the NanoSynex Funding Agreement, to, among other things, eliminate most of the Company obligation for

the further funding of NanoSynex.

Pursuant to the terms of the NanoSynex Amendment, the Company lost its controlling interest in NanoSynex

(see Note 6 – Discontinued Operations).

Operations ).

2022, the Company acquired a 52.8 % interest in NanoSynex, Ltd.

(“NanoSynex”).

In 2023, the Company entered into an Amendment

and Settlement Agreement with NanoSynex (the “NanoSynex Amendment”), which resulted in the Company losing its controlling

interest in NanoSynex.

September 2025 the Company 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 the Company’s common stock and shares of a newly created Series B Convertible

Preferred Stock, par value $ 0.001

per share (the “Series B Preferred Stock”) (see Note 15 - Stockholders’ Equity).

This offering resulted in $ 37.7

million in net proceeds after $ 3.0

million in issuance costs were deducted.

million of the net proceeds from the Offering were used to pay existing debt and fund the Company’s existing business

operations, and the balance of the cash proceeds and contributed currency will be used for the execution of the Company’s

cryptocurrency treasury strategy.

of Presentation

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of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its former wholly-owned and majority owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Any reference in these notes to applicable guidance

is meant to refer to U.S.

The Company views its operations and manages its business in one operating segment .

See the section

Segment Reporting below for more information.

In general, the functional currency of the Company and its subsidiaries is the U.S.

For NanoSynex, the functional currency was the local currency, New Israeli Shekels (NIS).

As such, assets and liabilities for NanoSynex

were translated into U.S.

dollars with the effects of foreign currency translation adjustments reflected as a component of accumulated

other comprehensive loss within the Company’s consolidated statements of changes in stockholders’ equity (deficit).

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

intercompany balances and transactions have been eliminated in consolidation.

In general, the functional currency of the Company is

There were no foreign currency transactions in the years ended December 31, 2025 and 2024,

of July 20, 2023, NanoSynex was deconsolidated from these financial statements as the transactions contemplated by the NanoSynex Amendment

resulted in a loss of control of a subsidiary that constitutes a business under ASC 810.

resulted in a loss of control of a subsidiary that constitutes a business under Accounting Standards Codification (“ASC”) 810.

The retained investment in NanoSynex is accounted

for prospectively as an equity method investment.

See Note 6 – Discontinued Operations for further information.

July 20, 2023, the Company completed the sale of Qualigen, Inc.

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by the Company, resulting in the deconsolidation of NanoSynex.

The disposition represents a strategic shift that will have a material

effect on the Company’s operations and financial results.

Accordingly, the business of NanoSynex is classified as discontinued

operations for all periods presented herein.

Note 6 - Discontinued Operations for further information.

Method Investments

deconsolidation of NanoSynex on July 20, 2023, the Company accounts for its retained investment under the equity method of accounting

as it retained the ability to exercise significant influence over the operating and financial policies of the investee.

Under the equity

method, the Company recognizes its proportionate share earnings or losses each reporting period with an adjustment to the carrying value

of the investment.

As of December 31, 2024 and 2023, the carrying value of the retained investment was zero, and therefore the Company

has suspended application of the equity method as the Company is not liable for the obligations of the investee nor otherwise committed

to provide financial support.

Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized

net losses in prior periods.

See Note 6 – Discontinued Operations for further information.

uses estimates and assumptions in preparing its consolidated financial statements in accordance with U.S.

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and expenses.

The most significant estimates relate to the estimated fair value of convertible notes, warrant liabilities, determination

of the allowance for credit losses, and stock-based compensation.

The Company’s estimates relate to the estimated fair value of convertible debt, warrant liabilities, and determination

of the allowance for credit losses.

Actual results could vary from the estimates that were used.

November 23, 2022, the Company effected a 1-for-10 reverse stock split of its outstanding shares of common stock (the “2022 Reverse

Stock Split”).

The 2022 Reverse Stock Split reduced the Company’s shares of outstanding common stock, stock options, and

warrants to purchase shares of common stock.

Fractional shares of common stock that would have otherwise resulted from the 2022 Reverse

Stock Split were rounded down to the nearest whole share and cash in lieu of fractional shares was paid to stockholders.

Parties and Related Party Transactions

A related party is a person who has the ability to exert significant influence over the

Company and may include executive officers and directors, including members of their immediate families, shareholders owning more than

10% of the Company’s voting securities, or other entities deemed to be affiliates, as defined in ASC 850, Related Party Disclosures.

The Company assesses its related parties and applicable disclosures on a quarterly basis, considering all relevant facts and circumstances.

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

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share and per share data for all periods presented in the accompanying financial statements and the related disclosures have been adjusted

retrospectively to reflect both reverse stock splits.

The number of authorized shares of common stock and the par value per share remains

retrospectively to reflect the reverse stock split.

The number of authorized shares of common stock and the par value per

share remains unchanged.

and Cash Equivalents

Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash

7 unchanged sentences

not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts.

The Company adopted Accounting Standard Update (“ASU”) 2023-07,

Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024.

See the section Recent Accounting

Pronouncements below for more information.

Operating segments are identified as components of an enterprise about which separate discrete

financial information is regularly reviewed for evaluation by the chief operating decision-maker (“CODM”) in making decisions

regarding resource allocation and assessing performance.

To date, the Company has viewed its operations and managed its business as one

segment operating primarily within the United States (and in Israel prior to the NanoSynex deconsolidation).

The Company is an early stage

clinical therapeutics company focused on developing treatments for adult and pediatric cancer.

The Company’s operations are organized

and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization

of its products.

The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the

operations as a single operating segment.

The accounting policies of the Company’s single operating and reportable segment are the

same as those described in the summary of significant accounting policies.

The measure of segment assets is reported on the consolidated

balance sheets as total assets.

The CODM evaluates performance and allocates resources based on consolidated net income (loss) that also

is reported on the consolidated statements of operations as net loss, and consolidated cash used in operations.

The significant expenses

regularly reviewed by the CODM are consistent with those reported on the Company’s consolidated statement of operations, and expenses

are not regularly provided to or reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how

to allocate resources.

Company accounts for its digital assets in accordance with ASC 350, Intangibles—Goodwill and Other, as amended by ASU 2023-08, Accounting

for and Disclosure of Crypto Assets.

The Company adopted ASU 2023-08 effective January 1, 2025.

Digital assets held by the Company, including

Bitcoin, Cardano, Chainlink, Dogecoin, Ethereum, Hyperliquid EVM, Native BNB, Ripple, Solana, Tether (USDT), and Tron, meet

the scope criteria of ASU 2023-08 and are recognized as indefinite-lived intangible assets.

These assets are initially recorded at cost ,

including transaction fees, upon obtaining control of the asset, and are measured subsequently at fair value with changes in value recognized

in net income or loss.

The Company uses a FIFO methodology to assign costs to digital assets for purposes of the

digital assets held and realized gains and losses disclosures.

Purchases and sales of digital assets that are not revenue arrangements are classified on the statement of cash

flows as investing activities.

Net loss on digital assets are adjusted in operating activities in the statement of cash flows.

and Administrative Expenses

in December 2024, the Company engaged IR Agency LLC to provide marketing and advertising services to communicate information about the

Company to the investment community.

During the year ended December 31, 2025, expenses related to the work performed by IR Agency LLC

totaled $ 1.5

million, or roughly 17 %

of operating expenses for that period.

The Company deemed this expense necessary at the time to raise additional funding which would

provide liquidity to the Company for business operations .

This expense is not anticipated to be recurring in future periods.

Capitalization

Company accounts for the costs incurred in developing its product offerings under ASC 350-40, Internal-Use Software.

accordance with the guidance in ASC 350-40, the Company will capitalize costs incurred in connection with the development of the Company’s

product offerings during the application development stage.

Costs incurred during the preliminary project and post-implementation stages

are expensed as incurred.

Costs incurred in connection with maintenance activities, including training or bug fixes are also expensed

The Company stops capitalizing qualifying costs once development activities are completed and the project is ready for its

intended use.

software costs will be amortized on a straight-line basis over a 36-month useful life beginning on the date when the product is ready

for its intended use.

Management will subsequently test the capitalized software costs for impairment when events or changes in circumstances

indicate that the carrying amount may not be recoverable in accordance with ASC 360.

and Development

for acquired in process research and development (IPR&D), the Company expenses research and development costs as incurred including

therapeutics license costs.

for acquired in process research and development (IPR&D ), the Company expenses research and development costs as incurred

including therapeutics license costs.

Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting

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Depending on the features of the derivative financial instrument,

the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative instruments at inception

and subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as

liabilities or as equity, is re-assessed at the end of each reporting period (See Note 8 – Warrant Liabilities and Note 9 –

Convertible Debt).

the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative

instruments at inception and subsequent valuation dates.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (See Note 9 – Warrant Liabilities).

Value Measurements

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The guidance establishes three levels of the fair value hierarchy as follows:

1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or

liabilities that the Company has the ability to access at the measurement date;

2 - Inputs other than quoted prices that are observable for the assets or liability either

directly or indirectly, including inputs in markets that are not considered to be active;

1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability

to access at the measurement date;

2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs

in markets that are not considered to be active;

3 - Inputs that are unobservable.

Value of Financial Instruments

Cash, prepaid expenses, and accrued liabilities are carried at cost, which

management believes approximates fair value due to the short-term nature of these instruments.

Short-term notes receivable are valued

subject to a current expected credit loss (“CECL”) model (see Note 4 - Short-Term Notes Receivable).

Comprehensive

loss consists of net income and foreign currency translation adjustments related to the discontinued operations of NanoSynex.

Comprehensive

gains (losses) have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements

of stockholders’ equity (deficit) for all periods presented.

prepaid expenses, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term

nature of these instruments.

Short-term notes receivable are valued subject to a current expected credit loss (“CECL”) model

(see Note 6 - Short-Term Notes Receivable).

value of the Company’s warrant liabilities as of December 31, 2025 was determined using the Black-Scholes Model.

Significant assumptions

used in the valuation include the expected volatility of the Company’s common stock, the contractual term of the warrants, the

risk-free interest rate, and an expected dividend yield of zero.

Expected volatility is based on a blend of comparable public company

data and, as available, the Company’s own historical volatility.

The risk-free rate is derived from U.S.

Treasury yields with maturities

commensurate with the remaining contractual term of the warrants.

Fair value measurements associated with the liability-classified warrants

represent Level 3 valuations under the fair value hierarchy.

Company from time to time elects the fair value option to account for certain debt liabilities.

Electing the fair value option allows

the Company to initially and subsequently measure such liabilities at fair value rather than amortized cost and may be applied to debt

liabilities that contain conversion or other features that would otherwise require bifurcation and mark to market accounting.

liabilities will initially be measured using valuation techniques appropriate to the terms and expected life of the note.

expects to use level 3 input to measure the fair value in subsequent periods.

compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair

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an increase to stock-based compensation expense to employees and non-employees determined at the date of grant.

income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax

reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using

different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation,

research and development expenses, and state taxes.

A provision has been made for income taxes due on taxable income and for the

deferred taxes on the temporary differences.

The Company recognizes interest and penalties accrued on any unrecognized

tax benefits as a component of income tax expense.

income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting

that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods

and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses,

and state taxes.

A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences.

The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all

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See Note 18 - Income Taxes for further information.

Currency Translation

functional currency for the Company is the U.S.

The functional currency for the discontinued operations of NanoSynex was the

New Israeli Shekel (NIS).

The financial statements of NanoSynex were translated into U.S.

dollars using exchange rates in effect at each

period end for assets and liabilities;

using exchange rates in effect during the period for results of operations;

and using historical

exchange rates for certain equity accounts.

The adjustment resulting from translating the financial statements of NanoSynex was reflected

as a separate component of other comprehensive income (loss) (see Note 6 – Discontinued Operations).

Standards Updates - Recently Adopted

November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment

Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (ASU 2023-07) , which is intended to improve reportable

segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Effective January 1, 2024,

the Company adopted the new standard on a retrospective basis for annual periods, and interim periods beginning for the first quarter

The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its

financial position, results of operations and cash flows.

Standards Updates - Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) , which requires more detailed income

tax disclosures.

The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as

well as expanded information on income taxes paid by jurisdiction.

The disclosure requirements will be applied on a prospective basis,

with the option to apply them retrospectively.

The standard is effective for fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company is evaluating the disclosure requirements related to the new standard.

November 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income (Subtopic 220-40):

Disaggregation Disclosures .

This update requires entities to disaggregate operating expenses into specific categories, such as salaries

and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses.

Accounting Standards

Update 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

Accounting Standards Update

2024-03 may be applied retrospectively or prospectively.

The Company is evaluating the disclosure requirements related to the new standard.

do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact

on our consolidated financial statements or disclosures.

Economic Conditions

Wars in Ukraine and Israel

February 2022, Russia invaded Ukraine.

While the Company has no direct exposure in Russia and Ukraine, the Company continues to monitor

any broader impact to the global economy, including with respect to inflation, supply chains and fuel prices.

The full impact of the

conflict on the Company’s business and financial results remains uncertain and will depend on the severity and duration of the

conflict and its impact on regional and global economic conditions.

October 2023, Hamas conducted terrorist attacks in Israel resulting in ongoing war.

There continue to be hostilities between Israel and

Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which have resulted in rockets being fired into Israel, causing casualties

and disruption of economic activities.

In early 2023, there were a number of changes proposed to the political system in Israel by the

current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting

the operating environment in Israel.

Populist uprisings in various countries in the Middle East over the last few years have also affected

the political stability of those countries and have led to a decline in the regional security situation.

Such instability may also lead

to deterioration in the political and trade relationships that exist between Israel and these countries.

Any armed conflicts, terrorist

activities or political instability involving Israel or other countries in the region could adversely affect the Company’s minority

interest in NanoSynex, its results of operations, financial condition, cash flows and prospects (see Note 6 – Discontinued Operations).

and Global Economic Conditions

in 2022 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures

attributable to government stimulus and recovery programs, government deficit spending and supply chain issues.

The Company cannot provide

assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure.

In addition, the global

economy suffers from slowing growth and rising interest rates, and some economists believe that there may be a global recession in the

If the global economy slows, the Company’s business may be adversely affected.

of COVID-19 Pandemic

COVID-19 pandemic has had a dramatic impact on businesses globally and on the Company’s business as well.

During the height of

the pandemic, sales of diagnostic products decreased significantly and the Company’s net loss increased significantly, as clinics

and small hospitals’ demand for Qualigen, Inc.’s FastPack™ diagnostic test kits was reduced sharply, largely due to

deferral of patients’ non-emergency visits to physician offices.

In July 2023 the Company sold Qualigen, Inc., its wholly-owned

subsidiary, to Chembio (see Note 6 - Discontinued Operations).

Adopted Accounting Standards

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) (“ASU 2023-09”), which

requires more detailed income tax disclosures.

The guidance requires entities to disclose disaggregated information about their effective

tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction.

The Company adopted this standard as of

December 31, 2025 and included revised disclosures with Note 18 – Income Taxes.

The adoption of this standard did not have a material

impact on our consolidated financial statements.

September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

for and Disclosure of Software Costs (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure

of internal-use software costs.

ASU 2025-06 is effective for annual reporting periods beginning with the year ending December 31, 2028,

with early adoption permitted.

The Company adopted this standard as of December 31, 2025, and it did not have a material impact on our

consolidated financial statements.

Issued Accounting Standards Not Yet Adopted

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim

disclosure requirements resulting in a comprehensive list of interim disclosures that are required by GAAP, and includes a disclosure

principle that requires the disclosure of events since the end of the last annual reporting period that have a material impact on the

ASU 2025-11 is effective for the Company’s interim financial statements beginning with the first fiscal quarter of the

year ended December 31, 2028, with early adoption permitted.

ASU 2025-11 may be applied either prospectively or retrospectively.

Company is evaluating the disclosure requirements related to the new standard.

Company does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material

impact on our consolidated financial statements or disclosures.

2 — LIQUIDITY AND GOING CONCERN

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For the years

ended December 31, 2024 and 2023, the Company used cash of $ 6.3 million and $ 10.3 million, respectively, in operations.

Company’s cash balances as of the date that these financial statements were issued, without additional financing, are expected

to fund operations only into the third quarter of 2025.

The Company expects to continue to have net losses and negative cash flow

from operations, which will challenge its liquidity.

These factors raise substantial doubt about the Company’s ability to continue

as a going concern for the one-year period following the date that these financial statements were issued.

is no assurance that profitable operations will ever be achieved, or, if achieved, could be sustained on a continuing basis.

Historically,

the Company’s principal sources of cash have included proceeds from the issuance of common and preferred equity and proceeds

from the issuance of debt.

During the year ended December 31, 2024 the Company raised approximately $ 1.5

million from the sale of Convertible Debentures (see Note 9 – Convertible Debt), and an additional $ 2.0

million from the sale of a nonconvertible 18% Senior Note, which was subsequently repaid in September 2024.

The Company raised

additional net proceeds of approximately $ 3.1

million from the sale of common stock and prefunded warrants in a public offering, raised approximately $ 4.6

million from the sale of newly designated Series A-2 Convertible Preferred Stock in a private placement, and $ 0.4

million from warrant exercises.

At the closing of the private placement, approximately $ 1.2

million in Convertible Debentures and accrued interest were exchanged for shares of Series A-2 Convertible Preferred stock, and the

remaining outstanding balance of $ 0.5

million in Convertible Debentures and accrued interest was repaid.

From January to June 2025, we borrowed a total of $ 3,470,000

from eight investors as short-term borrowings, each due within six months after the date of borrowing.

There can be no assurance

that further financing can be obtained on favorable terms, or at all.

If the Company is unable to obtain funding, the Company could

be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization

efforts, which could adversely affect the Company’s business prospects.

ended December 31, 2025 and 2024, the Company used cash of $ 7.0 million and $ 6.3 million, respectively, in operations, and generated no revenue in both years while suffering from recurring net loss.

the year ended December 31, 2025, the Company borrowed a total of $ 3.5 million from nine investors as promissory notes and convertible debt,

each due within six months after the date of borrowing.

In July 2025, the Company closed a private placement transaction to raise additional

funding through the sale of equity, for a net total of $ 4.2 million.

In September 2025, the Company closed a subscription agreement to

raise additional funding through the sale of equity for a net total of $ 37.7 million .

While this $ 37.7 million of cash was

received, up to $ 6.8 million of the net cash proceeds will be used to pay existing debt and fund the Company’s existing research

and development operations, and the balance of the cash proceeds will be used for the establishment of the Company’s new cryptocurrency

treasury operations, and will therefore not readily be available to fund immediate operations.

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

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from those reflected in the accompanying financial statements.

3 — DIGITAL ASSETS

part of its strategic realignment completed in the fourth quarter of 2025, the Company began acquiring digital assets for investment

purposes and for use within its programmable technology infrastructure platform.

Company holds digital assets consisting of cryptocurrencies, stablecoins, and other blockchain-based tokens, as detailed below.

of December 31, 2025, the Company’s significant digital asset holdings consisted of the following:

SCHEDULE OF CRYPTO ASSET HOLDINGS

Cardano ADA (ADA)

Native BNB (BSC)

Bitcoin (BTC)

Dogecoin (DOGE)

Ethereum (ETH)

ChainLink (LINK)

USD Tether (USDT)

Asset Activity

following table summarizes digital asset activity for the period indicated, including cost basis, fair value at the time of sale, realized

and unrealized losses, and the fair value of outstanding digital assets as of December 31, 2025:

SCHEDULE OF DIGITAL ASSET ACTIVITY

Balance at December 31, 2024

Additions (1)

Dispositions (1)

( 2,621,429 )

( 3,601,223 )

Payments made but uncleared

Balance at December 31, 2025

represent purchases of crypto assets held for investment, dispositions represent liquidation of crypto asstes held for investment

Company measures gains and losses by each asset held.

These amounts include cumulative realized gains of $ 13,117 , realized losses

of $ 896,471 , and unrealized losses of $ 2,704,752 during the year ended December 31, 2025

Company measures digital assets at fair value in accordance with ASC 820, Fair Value Measurement .

value is determined using quoted prices in active markets for identical assets (Level 1 inputs).

The Company utilizes pricing information

provided by the principal market, which is based on observable market prices from active trading exchanges.

4 — FAIR VALUE MEASUREMENTS

is the summary of our assets and liabilities measured at fair value on a recurring basis and categorized using the fair value hierarchy

as of December 31, 2025:

SCHEDULE OF FAIR VALUE MEASUREMENTS

Money Market funds

Digital Assets

Convertible Debt

Warrant Liabilities

Total Liabilities

is the summary of our assets and liabilities measured at fair value on a recurring basis and categorized using the fair value hierarchy

as of December 31, 2024:

Money Market funds

Warrant Liabilities

Total Liabilities

5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

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Prepaid insurance

Prepaid research and development expenses

Prepaid legal

Other current assets

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term notes receivable - consisted of the following at December 31, 2025 and 2024:

OF SHORT-TERM NOTE RECEIVABLE

Short-term notes receivable - Marizyme

SCHEDULE OF SHORT-TERM NOTE RECEIVABLE

Short-term note receivable - Marizyme

Less allowance for credit losses

Short-term notes receivable

for credit losses consisted of the following at December 31, 2024 and 2023:

OF ALLOWANCE FOR CREDIT LOSSES

Beginning Balance

Current period provision for expected credit

Ending Balance

( 4,555,000 )

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

operations and is included in short-term notes receivable on the consolidated balance sheet.

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

The 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.

Short-term notes receivable

the year ended December 31, 2025 and 2024, the Company advanced to Marizyme, Inc., $ 1,909,500

and $ 2,257,400 , respectively, against which Marizyme delivered demand promissory notes to the Company of like principal amounts (the

“Marizyme Notes”).

As of December 31, 2025 and 2024 accrued interest related to the Marizyme Notes was $ 731,160

and $ 113,292 ,

respectively and interest income of $ 617,868 and

respectively, was recognized in other income in the consolidated statement of operations.

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

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expected credit losses on the Marizyme Notes is $ 4,555,000 .

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.

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.

Company is also party to a Co-Development Agreement with Marizyme (see Note 14 - Research and License Agreements).

5 — OTHER ASSETS

non-current assets consisted of the following at December 31, 2024 and 2023:

OF OTHER NON CURRENT ASSETS

Funds held in escrow

Long-term research and development deposits

Other non-current assets

7 — DISCONTINUED OPERATIONS

summary of gain (loss) from discontinued operations, net of tax, for the years ended December 31, 2024 and 2023 are as follows:

OF GAIN (LOSS) FROM DISCONTINUED OPERATIONS

Qualigen, Inc.

Year Ended December 31, 2024

Year Ended December 31, 2023

Qualigen, Inc.

Loss from discontinued operations, net of tax

$ ( 171,701 )

$ ( 511,307 )

$ ( 683,008 )

Gain (loss) on disposal of discontinued operations, net of tax

( 4,479,010 )

GAIN (LOSS) FROM DISCONTINUED OPERATIONS

$ ( 100,000 )

$ ( 4,990,317 )

$ ( 1,285,240 )

of Qualigen, Inc.

July 20, 2023, the Company completed the sale of Qualigen, Inc., its formerly wholly-owned subsidiary, to Chembio Diagnostics, Inc.

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disposal of discontinued operations of $ 100,000 for the year ended December 31, 2024.

There was no other activity related to Qualigen,

There was no activity related to Qualigen, Inc.

during the year ended December 31, 2025.

were no assets and liabilities remaining related to Qualigen, Inc.

as of December 31, 2024 or 2023.

Company reclassified the following statement of operations items to discontinued operations for the year ended December 31, 2023:

SCHEDULE OF STATEMENT OF OPERATIONS ITEMS TO DISCONTINUED OPERATIONS

For the Year Ended

Net product sales

Total revenues

Cost of product sales

General and administrative

Research and development

Sales and marketing

Total expenses

OTHER EXPENSE, NET

Loss on disposal of equipment held for lease

Other income, net

Loss on fixed asset disposal

Total other expense, net

LOSS FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL

Gain on sale of Qualigen, Inc., net of tax

INCOME FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC.

Company recorded a gain on the sale of Qualigen, Inc.

in its consolidated financial statements for the years ended December 31, 2023

Gain on sale of

Qualigen, Inc.

Fair value of consideration received

Working capital adjustment

Total Assets of discontinued operations

( 4,225,562 )

Total Liabilities of discontinued operations

Transaction expenses

Gain on sale of Qualigen, Inc.

and Settlement Agreement with NanoSynex Ltd.

July 20, 2023, the Company entered into and effectuated the NanoSynex Amendment, reducing its ownership from approximately 52.8 % to approximately

49.97 % of the voting equity of NanoSynex, and deconsolidation of the subsidiary.

On November 22, 2023, the Company further agreed to

eliminate the Company’s obligations to lend additional funds to NanoSynex by surrendering shares of Series A-1 Preferred Stock

of NanoSynex in an amount that reduced the Company’s ownership in NanoSynex voting equity from approximately 49.97 % to 39.90 %.

the date of deconsolidation, the Company recognized its retained investment at fair value, which was determined to be de minimis based

on various economic, industry, and other factors.

As a result, the Company has discontinued recognition of its proportionate share

of equity method losses following the date of initial recognition.

As of December 31, 2024 and 2023, the carrying value of the retained

investment was zero.

Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses

in prior periods.

were no assets and liabilities recognized related to NanoSynex as of December 31, 2024 or 2023.

Company reclassified the following statement of operations items to discontinued operations for the year ended December 31, 2023:

SCHEDULE OF STATEMENT OF OPERATIONS ITEMS TO DISCONTINUED OPERATIONS

For the Year Ended

Research and development

Total expenses

Loss on disposal of discontinued operations

BENEFIT FOR INCOME TAXES

LOSS FROM DISCONTINUED OPERATIONS OF NANOSYNEX, LTD.

( 4,990,317 )

Loss attributable to noncontrolling interest

NET LOSS ATTRIBUTABLE TO STOCKHOLDERS

$ ( 4,647,279 )

Company recorded a loss on disposal of discontinued operations from the deconsolidation of NanoSynex in its consolidated financial statements

for the year ended December 31, 2023 as follows:

deconsolidation of

Fair value of NanoSynex interest retained

Net assets deconsolidated

( 2,768,403 )

Non-controlling interest share

Accumulated other comprehensive income attributable to NanoSynex

Forgiveness of debt

( 3,077,941 )

Loss on deconsolidation of NanoSynex

$ ( 4,479,010 )

as of December 31, 2025 or December 31, 2024.

8 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Board compensation

Interest (Convertible debt)

Professional fees

Research and development

Accrued expenses and

other current liabilities

of December 31, 2023, accrued liabilities attributable to Qualigen Inc, and NanoSynex were deemed disposed of as discontinued operations

(see Note 6 – Discontinued Operations).

9 – WARRANT LIABILITIES

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recapitalization transaction with Ritter, exchanged for warrants to purchase common stock of the Company.

The Series C Warrants were

determined to be liability-classified pursuant to the guidance in ASC 480 and ASC 815-40, based on the inclusion of a leveraged ratchet

provision for subsequent dilutive issuances.

As of December 31, 2022 there were 26,992 Series C Warrants outstanding with an exercise

price of $ 66.00 per share.

On November 24, 2023, 21,952 Series C Warrants expired, and on December 5, 2023 the remaining Series C Warrants

were repriced from an exercise price of $ 66.00 per share to an exercise price of $ 36.50 per share, with 4,074 additional ratchet Series

C Warrants issued, resulting in 9,113 Series C Warrants outstanding and exercisable as of December 31, 2023.

February 27, 2024, these Series C Warrants were repriced again as a result of a down-round provision triggered by a Securities Purchase

Agreement with Alpha for the purchase of the February 2024 Debentures described below, from an exercise price of $ 36.50 per share to

an exercise price of $ 13.00 per share, with 16,473 additional ratchet Series C Warrants issued, resulting in 25,586 Series C Warrants,

which expired on June 26, 2024.

During the year ended December 31, 2024, the Company recorded a gain on change in fair value of warrant

liabilities of $ 54,600 for the Series C Warrants.

December 2022, in conjunction with the issuance of a convertible debenture to Alpha (see Note 9 – Convertible Debt), the Company

issued to Alpha a warrant to purchase 50,000 shares of the Company’s common stock (the “Alpha Warrant”).

price of the Alpha Warrant was $ 82.50 (equal to 125 % of the conversion price of the Debenture on the closing date).

The Alpha Warrant

may be exercised by Alpha, in whole or in part, on or after June 22, 2023 and at any time before June 22, 2028, subject to certain terms

and conditions described in the Alpha Warrant.

On December 5, 2023, the Company entered into an Amendment No.

1 with regard to a Securities

Purchase Agreement with Alpha.

This Amendment eliminated certain adjustment provisions of the Warrant.

The Company determined that the

event resulted in equity classification for the Alpha Warrant and, accordingly, the Company remeasured the fair value on that date and

reclassified to noncompensatory equity classified warrants (see Note 13 – Stockholders Equity (Deficit)).

February 27, 2024, in connection with an 8 % Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of

$ 550,000 issued to Alpha (see Note 9 – Convertible Debt), the Company issued a noncompensatory equity classified warrant to Alpha

(the “2024 Alpha Warrant”) to purchase 18,001 shares of common stock, at an exercise price of $ 13.00 per share, which may

be exercised in whole or in part, at any time before February 27, 2029.

On September 6, 2024 as a result of the down-round provision

triggered by shares sold in a public offering, the above warrants were repriced from $ 13.00 per share exercise price to $ 6.50 per share

exercise price.

As a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer

had sufficient shares to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion ( 2,314 warrant

shares with a fair value of $ 14,997 ) was reclassified to liabilities.

Shareholder approval was subsequently obtained on October 25, 2024,

and as of that date, the Company determined that shareholder approval resulted in equity classification for the warrant and, accordingly,

the Company remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants (see Note

13 – Stockholders Equity (Deficit)).

During the year ended December 31, 2024, the Company recorded a gain on change in fair value

of warrant liabilities of $ 3,072 for these warrants.

April 12, 2024 , in connection with an 8 % Convertible Debenture in the principal amount of $ 1,100,000 issued to Yi Hua Chen (“Chen”)

(see Note 9 – Convertible Debt), the Company issued a liability classified warrant to Chen to purchase 36,001 shares of common

stock, exercisable until February 27, 2029.

On September 6, 2024 , as a result of a down-round provision triggered by shares sold

in a public offering, the warrant was repriced from an exercise price of $ 13.00 per share to an exercise price of $ 6.50 per share.

warrant was initially liability classified due to an insufficient number of authorized shares to settle the warrant prior to the receipt

of shareholder approval, which was subsequently obtained on October 25, 2024.

As of that date, the Company determined that shareholder

approval resulted in equity classification for the warrant and accordingly, the Company remeasured the warrant liability to fair value,

and reclassified to noncompensatory equity classified warrants (see Note 13 – Stockholders Equity (Deficit)).

The fair value of

this warrant was $ 565,582 on the issuance date and $ 185,531 on the date of reclassification to equity.

During the year ended December

31, 2024, the Company recorded a gain on change in fair value of warrant liabilities of $ 380,051 for this warrant.

On February 27, 2024, these

Series C Warrants were repriced as a result of a down-round provision triggered by a Securities Purchase Agreement with Alpha for the

purchase of the February 2024 Debentures described below, from an exercise price of $ 36.50 per share to an exercise price of $ 13.00 per

share, with 16,473 additional ratchet Series C Warrants issued, resulting in 25,586 Series C Warrants outstanding on March 31, 2024,

which expired on June 26, 2024, resulting in a gain recorded in the amount of $ 187,900 .

At December 31, 2025 and December

31, 2024 the fair value of these warrants was $ 0 .

November 20, 2024, the Company closed its private placement transaction resulting in the issuance of newly designated Series A-2 Preferred

Stock (see Note 13 – Stockholders Equity (Deficit)).

As a result of the issuance of a new class of voting securities, the Company

evaluated its equity classified warrants’ respective terms, and concluded that warrants for 68,712 common shares with a weighted

average exercise price of $ 2.00 and a fair value of $ 247,262 were required to be reclassified to liabilities as of November 20, 2024.

During the year ended December 31, 2024 the Company recorded a loss on change in fair value of warrant liabilities of $ 21,913 for these

Stock (see Note 15 – Stockholders Equity).

As a result of the issuance of a new class of voting securities, the Company evaluated

its equity classified warrants’ respective terms, and concluded that warrants for 68,712 common shares with a weighted average

exercise price of $ 2.00 were required to be reclassified to liabilities, including pre-funded warrants with an exercise price of $ 0.05

The pre-funded warrants are exercisable upon issuance and will remain exercisable until all the pre-funded warrants are exercised

At December 31, 2025, pre-funded warrants for 51,199 common shares remained outstanding.

During the years ended December 31,

2025 and 2024 the Company recorded a loss on change in fair value of warrant liabilities of approximately $ 127,000 and $ 22,000 ,

respectively for these warrants.

At December 31, 2025 and December 31, 2024, the fair value of these warrants was approximately $ 142,000

and $ 269,000 , respectively.

following table summarizes the activity in liability classified warrants for the year ended December 31, 2025:

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Common Stock Warrants

Weighted– Average Exercise Price

Range of Exercise Price

Weighted– Average Remaining Life (Years)

Weighted– Average

Range of Exercise

Total outstanding –December 31, 2024

$ 0.05 - $ 7.80

$ 6.50 - $ 13.00

Reclassified from equity

$ 0.05 - $ 7.80

Reclassified to equity

$ 6.50 - $ 6.50

$ 13.00 - $ 13.00

Total outstanding –December 31, 2025

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$ 0.05 - $ 7.80

* excludes 51,199

pre-funded warrants which have no expiration date .

following table summarizes the activity in liability classified warrants for the year ended December 31, 2024:

Common Stock Warrants

Weighted– Average Exercise Price

Range of Exercise Price

Weighted– Average Remaining Life (Years)

Weighted– Average

Range of Exercise

Total outstanding –December 31, 2023

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$ 6.50 - $ 13.00

Reclassified to equity

Reclassified from equity

$ 0.05 - $ 7.80

Reclassified to equity

$ 6.50 - $ 6.50

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as of December 31, 2025:

SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES

SCHEDULE OF FAIR VALUE OF HIERARCHY FOR WARRANT LIABILITIES

Common Stock Warrant Liabilities

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Fair value of warrants reclassified to equity

Gain on change in fair value of warrant liabilities

Loss on change in fair value of warrant liabilities

Balance as of December 31, 2025

the year ended December 31, 2024, warrants for 71,026 common shares with a weighted average exercise price of $ 2.14 and a fair value

of $ 262,259 were reclassified from equity to liabilities, and warrants for 38,315 common shares with a weighted average exercise price

of $ 6.50 and a fair value of $ 197,456 were reclassified from liabilities to equity.

There were no transfers of financial assets or liabilities

between category levels for the year ended December 31, 2024.

following table presents the Company’s fair value hierarchy for its warrant liabilities measured at fair value on a recurring basis

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Balance as of December 31, 2023

Fair value of warrant reclassified from liabilities to equity

( 1,626,694 )

Loss on debt extinguishment

Common stock warrant liabilities, Beginning balance

Fair value of warrants reclassified from equity

Fair value of warrants reclassified to equity

Gain on change in fair value of warrant liabilities

( 2,035,469 )

Balance as of December 31, 2024

were no transfers of financial assets or liabilities between category levels for the year ended December 31, 2023.

value of the warrant liabilities was based on valuations received from an independent valuation firm determined using a Monte-Carlo simulation

and internally generated Black Scholes valuations.

Common stock warrant liabilities, Ending balance

the year ended December 31, 2024, warrants for 71,026 common shares with a weighted average exercise price of $ 2.14 and a fair value

of $ 262,259 were reclassified from equity to liabilities, and warrants for 38,315 common shares with a weighted average exercise price

of $ 6.50 and a fair value of $ 197,456 were reclassified from liabilities to equity.

There were no transfers of financial assets or liabilities

between category levels for the year ended December 31, 2024.

value of the warrant liabilities was based on valuations internally generated Black Scholes valuations.

Due to the nominal exercise price of the 2024 Pre-Funded Warrants and indefinite term,

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higher or lower fair value measurements.

following are the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted

average calculated based on the number of outstanding warrants on each issuance) as of December 31, 2024 and 2023:

OF ASSUMPTIONS OF WARRANT LIABILITIES

following are the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted average

calculated based on the number of outstanding warrants on each issuance) as of December 31, 2025 and 2024:

SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES

December 31, 2025

December 31, 2024

Weighted Average

Risk-free interest rate

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117.5 % - 133.50 %

Term of warrants (in years)

Term of warrants (years)

Expected dividend yield

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Warrant was classified as a liability and recognized at fair value, with subsequent changes in fair value recognized in earnings.

proceeds from the 2022 Debenture were allocated to the initial fair value of the 2022 Warrant, with the residual balance allocated to

the initial carrying value of the 2022 Debenture.

The Company has not elected the fair value option for the 2022 Debenture.

Debenture was recognized as proceeds received after allocating the proceeds to the 2022 Warrant, and then allocating remaining proceeds

to a suite of bifurcated embedded derivative features (conversion option, contingent acceleration upon an Event of Default, and contingent

interest upon an Event of Default), with the resulting difference, if any, allocated to the loan host instrument.

The suite of derivative

features was measured and initially determined to have no fair value.

December 5, 2023, the Company and Alpha executed Amendment No.

1 to the 2022 Securities Purchase Agreement (the “SPA Amendment”),

pursuant to which the Company and Alpha agreed to, among other things, reduce the Conversion Price of the 2022 Debenture from $ 66.00

per share to $ 36.50 per share and reduce the exercise price of the 2022 Warrant from $8 2.50 per share to $ 36.50 per share, in each case

subject to certain adjustments.

In addition, the SPA Amendment revised certain provisions of the 2022 Warrant to (i) limit the circumstances

which would trigger a potential adjustment to the exercise price of the 2022 Warrant and (ii) clarify the treatment of the 2022 Warrant

upon a Fundamental Transaction.

The purpose of these revisions was to remove the terms that caused the 2022 Warrant to be liability-classified

The Company performed an assessment and concluded that (i) all remaining adjustment features in the revised language

meet the FASB’s definition of a down-round feature, and (ii) the 2022 Warrant, as amended, met all of the additional requirements

for equity classification.

Accordingly, as of December 5, 2023, the Company remeasured the 2022 Warrant to its fair value immediately

prior to the modification and recognized the change in fair value in earnings.

The incremental fair value impact from the 2022 Warrant

modification of $ 0.09 million was included in the Company’s evaluation of the 2022 Debenture modification under ASC 470, discussed

further below.

The Company then reclassified the 2022 Warrant liability to equity at its post-modification fair value of $ 1.6 million.

accordance with ASC 470-50, the Company determined that the modified terms of the 2022 Debenture were substantially different when compared

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of the Debenture using the effective interest method, in accordance with ASC 835-30.

the year ended December 31, 2023, the Company issued a total of (i) 16,834 shares of our common stock upon Alpha’s partial voluntary

conversion of the 2022 Debenture at a conversion price of $ 66.00 per share, extinguishing a total of $ 1,111,078 principal, and (ii) 6,193

shares of common stock to Alpha in lieu of cash for monthly redemption payments totaling $ 220,000 due on the 2022 Debenture at a weighted

average conversion price of $ 35.52 per share.

During the year ended December 31, 2023, the Company paid monthly redemption payments of

$ 550,000 in cash, and recorded accrued interest of approximately $ 1.5 million in other expenses in the consolidated statements of operations.

As of December 31, 2023, the fair value of the suite of bifurcated embedded derivative features was $ 0 .

the year ended December 31, 2023, the Company recognized an extinguishment loss on voluntary conversions of the 2022 Debenture of approximately

million, and a loss on debt extinguishment totaling $ 0.6

million upon monthly redemptions of the 2022 Debenture and the December 2023 modification, which are presented in the expenses in the

consolidated statements of operations.

February 27, 2024, in connection with the issuance of an additional warrant to Alpha with an exercise price of $ 13.00 per share, and

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classified 5 -year common stock purchase warrant (the “2024 Alpha Warrant”) to purchase 18,001 shares of our common stock

at an exercise price initially equal to $ 13.00 per share (see Note 13 - Stockholders Equity (Deficit)).

at an exercise price initially equal to $ 13.00 per share (see Note 15 - Stockholders Equity).

to the 2024 Securities Purchase Agreement, we also granted to Alpha an option (the “Option”), exercisable until July 1, 2024,

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The Company determined

the remaining shares were not sufficient to settle the 2024 Chen Warrant and therefore classified as a liability at fair value,

with subsequent changes in fair value recognized in earnings, until such shareholder approval was obtained on October 25, 2024 (see Note

the remaining shares were not sufficient to settle the 2024 Chen Warrant and therefore classified as a liability at fair value, with

subsequent changes in fair value recognized in earnings, until such shareholder approval was obtained on October 25, 2024 (see Note 9

- Warrant Liabilities).

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November 2024, in connection with the closing of the Company’s private placement transaction and issuance of Series A-2 Preferred

Stock, on November 18, 2024, the Company and Chen executed an Exchange Agreement (the “Exchange Agreement”), agreeing to

convert all outstanding principal and accrued interest on the 2024 Chen Debenture as of November 20, 2024 (totaling approximately $ 1,154,000 ),

in exchange for 1,154 shares of newly designated Series A-2 Preferred Stock, in full settlement of the Company’s obligations with

respect to the Chen Debenture.

The Company recognized a debt extinguishment gain of $ 13,000 upon conversion, representing the difference

between (i) the reacquisition price, consisting of the fair value of the preferred shares issued, and (ii) the net carrying value of

the debt, inclusive of unamortized discounts and issuance costs and the fair value of the associated suite of bifurcated derivative liabilities

on the settlement date.

As of December 31, 2024, there were no amounts outstanding under the 2024 Chen Debenture.

debt is comprised of the following as of December 31, 2024 and December 31, 2023:

SCHEDULE OF CONVERTIBLE DEBT

December 31, 2024

December 31, 2023

Convertible debt - related party

Discount on convertible debt - related party

Total convertible debt - related party

reconciliation of the beginning and ending balances for the derivative liabilities arising from the issuance of convertible debt is as

follows for the year ended December 31, 2024:

SCHEDULE OF DERIVATIVE LIABILITIES

Derivative Liabilities Arising From Issuance of Convertible Debt

Balance as of December 31, 2023

Net gain on change in fair value of derivative liabilities

Extinguished upon settlement of convertible debt

Balance as of December 31, 2024

value of the derivative liabilities was estimated based on valuations received from an independent valuation firm determined using a

Monte-Carlo simulation or a binomial lattice model.

For volatility, the Company considers comparable public companies as a basis for

its expected volatility to calculate the fair value of derivative liabilities and transitions to its own volatility as the Company develops

sufficient appropriate history as a public company.

The risk-free interest rate is based on U.S.

Treasury notes with a term approximating

the expected term of the debt.

The Company uses an expected dividend yield of zero based on the fact that the Company has never paid

cash dividends and does not expect to pay cash dividends in the foreseeable future.

Any significant changes in the inputs may result

in significantly higher or lower fair value measurements.

of December 31, 2024, no derivative liabilities measured at fair value using significant unobservable inputs are outstanding.

Stock, the Company and Chen executed an Exchange Agreement (the “Exchange Agreement”), agreeing to convert all outstanding

principal and accrued interest on the 2024 Chen Debenture totaling approximately $ 1,154,000 , in exchange for 1,154 shares of newly designated

Series A-2 Preferred Stock, in full settlement of the Company’s obligations with respect to the Chen Debenture.

As of December

31, 2025 and December 31, 2024, there were no amounts outstanding under the 2024 Chen Debenture.

Convertible Note

April 28, 2025, the Company entered into a Secured Convertible Note (the “2025 Convertible Note”) with Alpha Capital Anstalt

(“Alpha”, or “Holder”), pursuant to which the Company issued to Alpha a non-interest-bearing note with a principal

of $ 264,000 , and an original issue discount (“OID”) of 20 %, or $ 44,000 , in exchange for $ 220,000 cash, less $ 20,000 in expenses.

The Note is convertible at any time at Alpha’s option, into shares of the Company’s common stock at a price equal to $ 3.80

per share, subject to certain adjustments.

The Convertible Note bears no interest, and the principal

will be due on January 28, 2026 (the “Maturity Date”).

Company determined the 2025 Convertible Note does not contain a substantial premium and therefore the Company elected to account for

the Convertible Note under the fair value option in accordance with ASC 825-10-15-4.

The Company determined the fair value of the Convertible

Note was $ 311,943 at issuance.

The difference between the $ 220,000 proceeds received and fair value was recorded as a loss upon issuance

in the amount of $ 91,943 .

Issuance costs incurred in connection with the transaction were expensed immediately.

June 4, 2025 the Company paid down $ 132,000 in principal at the request of Alpha.

As of December 31, 2025 the Company reassessed the

fair value of the 2025 Convertible Note at $ 142,236 , with a gain on the change in fair value of $ 37,707 recorded in the year ended December

11 — PROMISSORY NOTES

the year ended December 31, 2025, the Company issued short term notes payable totaling $ 4.4 million for total net proceeds of $ 3.4 million.

Over the course of the year the Company repaid all notes for a total of $ 4.4 million, with the additional $ 1.0 million paid as a premium

to some of the lenders and was recorded under interest expenses.

were no outstanding promissory notes outstanding as of December 31, 2025 or 2024.

12 — EARNINGS (LOSS) PER SHARE

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from preferred stock, convertible debt, stock options and warrants.

These potentially dilutive securities have been excluded from diluted net loss per share as of December 31, 2024 and 2023 because

their effect would be anti-dilutive:

OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE

SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE

For the Years Ended

Net loss used for basic earnings per share

Net loss attributable to shareholders

$ ( 19,528,742 )

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Diluted weighted-average common shares outstanding

following potentially dilutive securities have been excluded from diluted net loss per share as of December 31, 2024 and 2023 because

their effect would be anti-dilutive:

potentially dilutive securities have been excluded from diluted net loss per share as of December 31, 2025 and 2024 because their effect

would be anti-dilutive:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

As of December 31,

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Company filed its answer on March 17, 2025, denying the material allegations in the complaint and asserting various affirmative defenses.

As of May 29, 2025, the matter is in the discovery phase.

Company disputes that any amount is owed and is vigorously defending the lawsuit.

Based on the current stage of the proceedings and the

information available at this time, the Company does not believe a loss is probable or reasonably estimable.

On October 9, 2025 the matter was settled out of court and the Company agreed to pay Lifesci $ 75,000 to settle the outstanding claim,

which was paid.

14 — RESEARCH AND LICENSE AGREEMENTS

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sublicensing consideration paid to the Company.

the years ended December 31, 2024 and 2023 there were license costs of $ 2,000 and approximately $ 128,000 , respectively, related to this

agreement which are included in research and development expenses in the consolidated statements of operations and other comprehensive

the years ended December 31, 2025 and 2024 there were license costs of $ 20,000 and $ 2,000 , respectively, related to this agreement which

are included in research and development expenses in the consolidated statements of operations and other comprehensive loss.

Phase 1 Study

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for the conduct of the QN-302 Phase 1 study.

Given our financial situation, the company slowed the development

of the QN-302 Phase 1 Study beginning in the second quarter of 2024.

Given our financial situation, the company slowed the development of the QN-302 Phase 1

Study beginning in the second quarter of 2024.

of Louisville Research Foundation

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for any year is less than the applicable annual minimum (ranging from $ 20,000 to $ 100,000 ) for such year.

research expenses related to these agreements for the years ended December 31, 2024 and 2023 were $ 0 and $ 743,000 .

License costs were

approximately $ 68,000 and $ 133,000 related to these agreements for the years ended December 31, 2024 and 2023, respectively, and are

included in research and development expenses in the consolidated statements of operations and other comprehensive loss.

were no sponsored research expenses related to these agreements for the years ended December 31, 2025 and 2024.

License costs were approximately

$ 0 and $ 68,000 related to these agreements for the years ended December 31, 2025 and 2024, respectively and are included in research

and development expenses in the condensed consolidated statements of operations and other comprehensive loss.

June 2018 and April 2022, the Company entered into license and sponsored research agreements with ULRF for QN-247, a novel aptamer-based

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License costs related to these agreements for the years ended December 31, 2025 and 2024

were approximately $ 1,000 and $ 23,000 , respectively, and are included in research and development expenses in the consolidated statements

of operations and other comprehensive loss.

were approximately $ 0 and 1,000 , respectively, and are included in research and development expenses in the consolidated statements of

operations and other comprehensive loss.

All agreements with the ULRF were terminated in August 2024.

April 11, 2024, we entered into a Co-Development Agreement with Marizyme.

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In return for the funding payments 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 Payments 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.

During the year ended December 31, 2024, the Company advanced $ 2,257,400 to Marizyme, against which Marizyme had previously

delivered demand promissory notes to the Company.

Accrued interest related to the Marizyme Notes was $ 113,292 and interest income of

this amount was recognized, and a $ 360,000 loan loss reserve was recorded in other income in the consolidated statement of operations

(see Note 4 - Short Term Notes Receivable).

13 — STOCKHOLDERS’ EQUITY (DEFICIT)

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 payments 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.

As of the year ended December 31, 2025, these conditions have not been met and no royalty payments are due.

15 — STOCKHOLDERS’ EQUITY

of December 31, 2025 and 2024, the Company had two classes of authorized capital stock:

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Conversion of Series A-2 preferred stock

Conversion of Series B preferred stock

Conversion of convertible debt

Exercise of stock warrants

There are a total of 15,000,000 shares of Preferred Stock authorized.

November 18, 2024 a Certificate of Designation for 10,000 shares of Series A-2 Preferred Stock was filed.

November 20, 2024 in a private placement transaction, the Company sold and issued to certain institutional and accredited investors 5,102

shares of the newly designated Series A-2 Convertible Preferred Stock, par value $ 0.001

Subscription Agreement

described in Note 1 – Organization and Summary of Significant Accounting Policies and Estimates, on September 29, 2025, the Company

consummated the Subscription Agreement with certain investors, including Faraday pursuant to which the Company issued and sold 337,432

shares of the Company’s common stock and issued 100,000 to the Company’s legal firm .

The purchase price of the

common stock was $ 2.246 per share for an aggregate $ 0.8 million.

Additionally,

in connection with the closing of the Subscription Agreement, the Company issued 60,257 shares of common stock as compensation to its

advisor which has been accounted for under ASC 718 Compensation—Stock Compensation (See Note 1 – Organization and

Summary of Significant Accounting Policies and Estimates).

The grant date fair value of these shares of $ 0.3 million,

is included in General and Administrative Expenses on the Company’s Consolidated Statement of Operations and Comprehensive Loss.

in connection with the closing of the Subscription Agreement, 1,087,266 warrants were issued to the placement agent, (the “Placement

Agent Warrants”).

The Placement Agent Warrants were immediately exercisable and have an initial exercise price of $ 2.47 per share.

At December 31, 2025, 1,087,266 Placement Agent Warrants remain outstanding.

Common Stock Purchase Agreement

November 19, 2024, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with

Horberg Enterprises LP (the “Investor”), pursuant to which the Company in its sole discretion has the right, but not the

obligation, to issue and sell to the Investor up to $ 10.0 million of the Company’s common stock, from time to time beginning on

the Commencement Date, as discussed below, subject to certain limitations and conditions detailed in the Common Stock Purchase Agreement.

The Company is not obligated to sell any shares to the Investor under the Common Stock Purchase Agreement;

sales and timing of any sales

of the Company’s common stock are solely at the Company’s election.

In accordance with the terms of the Common Stock Purchase

Agreement, the Commencement Date is subject to certain conditions, including the effectiveness of a registration statement on Form S-1

or a similar prospectus permitting the Investor to offer and resell the shares of common stock acquired under the Common Stock Purchase

upfront fees were paid to the Investor at the execution of the arrangement.

As of December 31, 2025, no registration statement had been

filed and thus the Commencement Date permitting the sale of shares under the Common Stock Purchase Agreement had not yet occurred.

Company evaluated the Common Stock Purchase Agreement under ASC 815-40 Derivatives and Hedging-Contracts on an Entity’s Own

Equity as it represents the right to require the Investor to purchase shares of Common Stock in the future, similar to a put option.

The Company concluded the Common Stock Purchase Agreement represents a freestanding derivative instrument that does not qualify for equity

classification and therefore requires fair value accounting.

The Company analyzed the terms of the contract and concluded the derivative

instrument had no value at inception, as of December 31, 2025, or as of December 31, 2024.

are a total of 15,000,000 shares of Preferred Stock authorized , of which 10,000 shares are designated as Series A-2 Preferred Stock,

10,000 shares are designed as Series A-3 Preferred Stock, and to 500,000 shares are designated as Series B Preferred Stock.

described in Note 1 – Organization and Summary of Significant Accounting Policies and Estimates, on September 29, 2025, the Company

consummated the Subscription Agreement pursuant to which the Company issued 39,943 shares of the newly designated Series B Preferred

Stock, for $ 1,000 per share, for aggregate gross proceeds of approximately $ 39.9 million, before deducting placement agent fees and other offering expenses.

This offering triggered a down-round provision

of the Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock, as described further below, which resulted in

a lower conversion price.

As a result, the Company recorded a $2.0 million deemed dividend in the amount equal to the change in fair value

of the abovementioned series of convertible preferred stock before and after the anti-dilution adjustment.

July 28, 2025, in a private placement transaction, the Company sold and issued to certain institutional and accredited investors 4,500

shares of Series A-3 Convertible Preferred Stock, par value $ 0.001

per share, (the “Series A-3 Preferred Stock”), at a purchase price of $ 1,000

per share, for an aggregate purchase price of $ 5.1

The Company also entered into an Exchange Agreement with Yi Hua Chen on November 18, 2024, pursuant to which it issued 1,154

shares of Series A-2 Preferred Stock in full settlement of the outstanding balance of the 2024 Chen Debenture of approximately

At December 31, 2024 the Company had 6,256

shares of Series A-2 preferred stock outstanding.

December 31, 2023, there were no shares of preferred stock outstanding.

shares of Series A-2 Preferred Stock have the rights, preferences, powers, restrictions and limitations as set forth below.

Rights – Each share of Series A-2 Preferred Stock is convertible at any time, at the option of the holder, into a number of shares

of common stock equal to $ 1,000 (the “Stated Value”), divided by a conversion price initially equal to $ 3.64 , subject to

adjustment for any stock splits, stock dividends and similar events (the “Conversion Price”).

The Conversion Price is also

subject to “ratchet” antidilution adjustments if the Company at any time while the Series A-2 Convertible Preferred Stock

is outstanding issues common stock or common stock equivalents at a lower effective price per share than the then-effective Conversion

Price, in all cases subject to a floor price of $ 1.82 .

Conversion of the Series A-2 Convertible Preferred Stock will be prohibited if,

per share, for aggregate gross proceeds of approximately $ 4.5

million before deducting placement agent fees and offering expenses of $ 0.2

million, resulting in net proceeds of $ 4.3

This offering triggered a down-round provision of the Series A-2 Convertible Preferred stock, as described further below, which resulted

in a lower conversion price.

As a result, the Company recorded a $0.6 million deemed dividend in the amount equal to the change in fair

value of the aforementioned series of convertible preferred stock before and after the anti-dilution adjustment.

November 20, 2024 in a private placement transaction, the Company sold and issued to certain institutional and accredited investors 5,102

shares of the newly designated Series A-2 Convertible Preferred Stock, par value $ 0.001 per share (the “Series A-2

Preferred Stock” and together with the Series A-3 Preferred Stock, the “Series A Preferred Stock”), at a purchase price of $ 1,000 per share, for an aggregate purchase price of $ 5.1 million.

The Company also entered

into an Exchange Agreement with Yi Hua Chen on November 18, 2024, pursuant to which it issued 1,154 shares of Series A-2 Preferred Stock

in full settlement of the outstanding balance of the 2024 Chen Debenture of approximately $ 1.15 million.

At December 31, 2024 the Company

had 6,256 shares of Series A-2 preferred stock outstanding, which were convertible into 1,718,681 shares of common stock at a Conversion

Price of $ 3.64 .

During the year ended December 31, 2025, 5,656 shares of Series A-2 Convertible Preferred stock and 4,500 shares of Series

A-3 Convertible Preferred Stock were converted into 3,926,263 shares of common stock at a Conversion Price ranging from $ 3.64

At December 31, 2025, the Company’s outstanding preferred stock consists of the following:

SCHEDULE OF OUTSTANDING PREFERRED STOCK

Authorized Shares

Outstanding Shares

Conversion Price

Common Stock Equivalent

shares of Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock have the rights, preferences, powers,

restrictions and limitations as set forth below.

Rights – Each share of Preferred Stock is convertible at any time, at the option of the holder, into a number of shares of common

stock equal to $ 1,000 (the “Stated Value”), divided by a conversion price initially equal to $ 3.64 for each share of Series

A-2 Preferred Stock, $ 2.80 for each share of Series A-3 Preferred stock and $ 2.246 for each share of Series B Preferred Stock (the “Conversion

Shares”), subject to adjustment for any stock splits, stock dividends and similar events (the “Conversion Price”).

Conversion Prices of the Series A Preferred Stock are also subject to down-round adjustments if the

Company at any time while the Series A Preferred Stock is outstanding issues common stock or common stock equivalents at a lower effective

price per share than the then-effective Conversion Price, in all cases subject to a floor price of $ 1.82 and $ 1.40 for the Series A-2

Preferred Stocka and the Series A-3 Preferred Stock, respectively.

Conversion of the Series A Preferred Stock will be prohibited if,

as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 4.99% (or 9.99% at the option

of the holder) of the total number of shares of the Company’s common stock issued and outstanding.

The Conversion Price at December

31, 2024 was $ 3.64 .

Preference – Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders shall be

entitled to an amount equal to the Stated Value for each share of Series A-2 Preferred Stock before any distribution or payment shall

Preference – Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of

Series A Preferred Stock shall be entitled to an amount equal to the Stated Value for each share of Series A-2 Preferred Stock

before any distribution or payment shall be made to the holders of common stock.

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Series B Preferred Stock shall

be entitled to an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon before any distribution or payment shall

be made to the holders of common stock.

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matters presented to the common stockholders for a vote.

Each share of Series A-2 Preferred Stock is entitled to a number of votes equal

to the number of shares into which such share of Series A-2 Preferred Stock would be convertible, as of the record date for determination

Each share of Preferred Stock is entitled to a number of votes equal

to the number of shares into which such share of Preferred Stock would be convertible, as of the record date for determination

of stockholders entitled to vote as to such matter, if the conversion price was equal to the “Minimum Price” (as defined

in Nasdaq Listing Rule 5635(d)) as of November 20, 2024, taking into account for such purposes the beneficial ownership limitation as

in Nasdaq Listing Rule 5635(d)) as of the original issue date of the Series A Preferred Stock, taking into account for such purposes the beneficial ownership limitation as

then in effect.

– The holders of Series A-2 Preferred Stock are entitled to receive dividends, if and when such dividends are paid to holders of

common stock, in the same form and at the same time on an as-converted to common stock basis.

Provisions – At all times while the Series A-2 Preferred Stock are outstanding, without the consent of the holders of at least

67% of the Stated Value of the then-outstanding Series A-2 Preferred Stock, the Company is prohibited from amending its charter documents

in any manner that adversely affects the rights of the Series A-2 Preferred Stock, repurchase junior securities of the Company, pay cash

dividends or distributions on junior securities of the Company, or enter into a material transactions with an affiliate of the Company

(unless it is at arm’s length and expressly approved by a majority of the disinterested directors).

The holders of Series B Preferred stock will vote together with common stock on an as-converted basis.

– The holders of Series A Preferred Stock and Series B Preferred Stock are entitled to receive dividends, if and when such dividends

are paid to holders of common stock, in the same form and at the same time on an as-converted to common stock basis.

Provisions – At all times while the Series A Preferred Stock and Series B Preferred Stock are outstanding, without the consent

of the holders of at least 67% of the Stated Value of each series of the then-outstanding Series A Preferred Stock and holders of at

least 75% of the Stated Value of the then-outstanding Series B Preferred Stock, (the “Required Consent”), the Company is

prohibited from amending its charter documents in any manner that adversely affects the rights of the Series A Preferred Stock and

Series B Preferred Stock, repurchase junior securities of the Company, pay cash dividends or distributions on junior securities of

the Company, or enter into a material transactions with an affiliate of the Company (unless it is at arm’s length and

expressly approved by a majority of the disinterested directors).

Without the Required Consent of the Series B Preferred Stock, the

Company is prohibited from entering into, creating, assuming or guaranteeing any new indebtedness or liens of any kind.

addition, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the

holders of a majority of the then outstanding shares of the Series B Preferred Stock directly and/or indirectly (a) alter or change adversely

the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize

or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to,

or otherwise pari passu with, the Series B Preferred Stock or, authorize or create any class of stock ranking as to dividends senior

to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in

any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (d) increase the number of authorized shares

of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

any subsequent issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration,

indebtedness or a combination of units thereof (a “Subsequent Financing”), holders of Series B Preferred Stock may elect,

in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Series B Preferred Stock then

held for any securities or units issued in a Subsequent Financing on a $ 1.00 for $ 1.00 basis.

Additionally, if in such Subsequent Financing

there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms previously provided

to holders of the Series B Preferred Stock, holders of the Series B Preferred Stock shall become a part of the transaction documents,

at their option.

Options and Warrants

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SCHEDULE OF STOCK OPTION ACTIVITY

Weighted– Average

Weighted– Average Remaining

Total outstanding – December 31, 2024

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Exercisable (vested)

$ 256.80 - $ 2,565.00

Non-Exercisable (non-vested)

$ 256.80 - $ 620.00

following represents a summary of the options granted to employees and non-employee service providers that were outstanding at December

31, 2024, and changes during the twelve months then ended:

Weighted– Average Exercise Price

Range of Exercise Price

Weighted– Average Remaining Life (Years)

Total outstanding – December 31, 2023

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$ 256.80 — $ 620.00

were approximately $ 128,000 and $ 1.1 million of compensation costs related to outstanding options for the years ended December 31, 2024

and 2023, respectively.

As of December 31, 2024, there was approximately $ 5,000 of total unrecognized compensation cost related to unvested

stock-based compensation arrangements.

This cost is expected to be recognized over a weighted average period of 0.58 years.

were $ 269 and $ 128,059 of compensation costs related to outstanding options for the years ended December 31, 2025 and 2024,

respectively.

In the year ended December 31, 2025, $ 269 was classified under general and administrative expense and none was recorded

under research and development expense.

In the year ended December 31, 2024, $ 103,378 was classified under general and administrative

expense and $ 24,681 was recorded under research and development expense.

As of December 31, 2025, there was no unrecognized compensation

cost related to unvested stock-based compensation arrangements.

exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive

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A forfeiture is recognized as incurred if the option holder does not exercise after 90 days following termination of service.

stock options were granted or exercised during the years ended December 31, 2025 and 2024.

Value of Equity Awards

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dividend yield.

The expected dividend is assumed to be zero, as the Company has never

paid dividends and has no current plans to pay any dividends on the Company’s common

The expected dividend is assumed to be zero, as the Company has never paid dividends and has no current plans

to pay any dividends on the Company’s common stock.

stock-price volatility.

The Company’s expected volatility is derived from the average

historical volatilities of publicly traded companies within the Company’s industry

that the Company considers to be comparable to the Company’s business over a period

approximately equal to the expected term, because the Company does not have sufficient stock

price history over the expected term.

The Company’s expected volatility is derived from the average historical volatilities of publicly

traded companies within the Company’s industry that the Company considers to be comparable to the Company’s business

over a period approximately equal to the expected term, because the Company does not have sufficient stock price history over the

expected term.

interest rate.

The risk-free interest rate is based on the U.S.

Treasury yield in effect

at the time of grant for zero coupon U.S.

Treasury notes with maturities approximately equal

to the expected term.

The expected term represents the period that the stock-based awards are expected

to be outstanding.

The Company’s historical share option exercise experience does not

provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient

Therefore, the Company estimates the expected term by using the simplified method provided

The simplified method calculates the expected term as the average of the time-to-vesting

and the contractual life of the options.

were no options granted during the years ended December 31, 2024 and 2023.

Company recorded share-based compensation expense and classified it in the consolidated statements of operations as follows:

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE

For the Years Ended

General and administrative

Research and development

Treasury yield in effect at the time of grant for zero coupon

Treasury notes with maturities approximately equal to the expected term.

The expected term represents the period that the stock-based awards are expected to be outstanding.

The Company’s

historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of

a lack of sufficient data.

Therefore, the Company estimates the expected term by using the simplified method provided by the SEC.

The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

Classified Compensatory Warrants

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These are to be differentiated from the Series C Warrants described in Note 9- Warrant Liabilities.

As of December 31,

2025, warrants to purchase 160 shares of the Company’s common stock remain outstanding.

February 27, 2024, as a result of a down-round provision triggered by a Securities Purchase Agreement with Alpha for the purchase of

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exercise price.

The increase in fair value of $ 2,299 for the modification of these warrants was charged to general and administrative

expenses in the Company’s consolidated statements of operations and comprehensive loss.

November 20, 2024, the Company closed its private placement transaction resulting in the issuance of newly designated Series A-2 Preferred

As a result of the issuance of a new class of voting securities, the Company evaluated its equity classified compensatory warrants’

respective terms, and concluded that compensatory warrants to purchase 1,353 common shares with a weighted average exercise price of

$ 6.50 and a fair value of $ 904 were required to be reclassified to liabilities as of November 20, 2024.

These warrants were reclassified to warrant liabilities during the year ended December 31, 2024 and expired during the

year ended December 31, 2025 (See Note 9 – Warrant Liabilities)

new compensatory warrants were issued during the years ended December 31, 2025 or 2024.

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SCHEDULE OF COMPENSATORY WARRANT ACTIVITY

Exercise Price

Weighted–Average

Exercise Price

Weighted– Average Remaining

Total outstanding – December 31, 2024

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Total outstanding – December 31, 2025

$ 1,270.25 -$ 1,270.25

$ 1,270.25 - $ 1,270.25

Non-Exercisable

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Exercise Price

Weighted– Average Remaining

Total outstanding – December 31, 2023

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$ 1,033.15 — $ 1,033.15

Reclassified to liabilities

$ 6.50 — $ 6.50

Total outstanding – December 31, 2024

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Non-Exercisable

was $ 12,036 in compensation costs related to outstanding warrants for the year ended December 31, 2024 and $ 7,945 for the year ended

December 31, 2023.

were noncompensation costs related to outstanding warrants for the year ended December 31, 2025 and approximately $ 12,000 for the year

ended December 31, 2024.

As of December 31, 2025 and 2024, there was no unrecognized compensation cost related to nonvested warrants.

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Equity Classified Warrants

May 22, 2020, as a commitment fee, the Company issued noncompensatory equity classified warrants to Alpha for the purchase of common

stock, of which warrants for 141 common shares remain outstanding and exercisable as of December 31, 2024 and may be exercised in whole

or in part, at any time before May 22, 2025.

December 22, 2022, in conjunction with the issuance of a debenture to Alpha (see Note 10 – Convertible Debt), the Company issued

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warrant which resulted in reclassification of the warrant from liabilities to equity during the year ended December 31, 2023.

February 27, 2024 the Company entered into a new Securities Purchase Agreement with Alpha for the purchase of the February 2024 Debenture

(see Note 9 – Convertible Debt).

This Securities Purchase Agreement resulted in the reduction of the exercise price of the December

22, 2022 warrant and the May 2020 warrant from $ 36.50 per share to $ 13.00 per share.

the year ended December 31, 2024 this warrant was partially exercised for 31,998 shares, and as of December 31, 2025 warrants to purchase

18,002 shares of the Company’s common stock remain outstanding.

February 27, 2024 the Company entered into a new Securities Purchase Agreement with Alpha for the purchase of the February 2024

Debenture (see Note 10 – Convertible Debt).

This Securities Purchase Agreement resulted in the reduction of the exercise price

of the December 22, 2022 warrant and the May 2020 warrant from $ 36.50

per share to $ 13.00

The company recognized a deemed dividend of $ 60,017 ,

which represents the incremental fair value of the outstanding warrants as a result of the down-round provision.

As the Company has

an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of

zero to additional paid-in capital in the consolidated statements of changes in stockholders’ equity.

In addition, on February

27, 2024, the Company issued to Alpha a warrant to purchase 18,001

shares of the Company’s common stock at an exercise price of $ 13.00

per share, which may be exercised in whole or in part, at any time before February 27, 2029.

September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were repriced

from $ 13.00 per share exercise price to $ 6.50 per share exercise price.

The company recognized an additional deemed dividend of $ 27,587 ,

which represents the incremental fair value of the outstanding warrants as a result of the down-round provision.

As the Company has an

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to additional paid-in capital in the consolidated statements of changes in stockholders’ equity.

In addition, on February 27, 2024,

the Company issued to Alpha a warrant to purchase 18,001 shares of the Company’s common stock at an exercise price of $ 13.00 per

share, which may be exercised in whole or in part, at any time before February 27, 2029.

April 12, 2024, in connection with the issuance of a convertible debenture to Chen (see Note 10 – Convertible Debt), the Company

issued a liability classified warrant to Chen to purchase 36,001 shares of common stock, exercisable until February 27, 2029.

6, 2024, as a result of a down-round provision triggered by shares sold in a public offering, the warrant was repriced from an exercise

price of $ 13.00 per share to an exercise price of $ 6.50 per share.

The warrant was initially liability classified due to an insufficient

number of authorized shares to settle the warrant prior to the receipt of shareholder approval, which was subsequently obtained on October

As of that date, the Company determined that shareholder approval resulted in equity classification for the warrant and accordingly,

the Company remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants.

September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were repriced

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accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero

to additional paid-in capital in the consolidated statements of changes in stockholders’ equity (deficit).

to additional paid-in capital.

a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares

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November 20, 2024, the Company closed its private placement transaction resulting in the issuance of newly designated Series A-2 Preferred

As a result of the issuance of a new class of voting securities, the Company evaluated its equity classified noncompensatory warrants’

respective terms, and concluded that non-compensatory warrants for 67,359 common shares with a weighted average exercise price of $ 1.91

and an aggregate fair value of $ 246,357 were required to be reclassified to liabilities as of November 20, 2024.

As a result of the issuance of a new class of voting securities, the Company evaluated its equity classified compensatory warrants’

respective terms, and concluded that compensatory warrants to purchase 1,353 common shares with a weighted average exercise price of

$ 6.50 and a fair value of $ 904 were required to be reclassified to liabilities as of November 20, 2024.

April 28, 2025 as a result of the down-round provision triggered by the issuance of the 2025 Convertible Note (see Note 10 -

Convertible Debt), warrants for 54,002

common shares were repriced from $ 6.50

per share exercise price to $ 5.82

per share exercise price.

The company recognized a deemed dividend of $ 1,586 ,

which represents the incremental fair value of the outstanding warrants as a result of the down-round provision.

As the Company has

an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of

zero to additional paid-in capital in the consolidated statements of changes in stockholders’ equity.

discussed above, on September 29, 2025, 1,087,266 Placement Agent Warrants were issued.

The Placement Agent Warrants were immediately

exercisable and have an initial exercise price of $ 2.47 per share.

At December 31, 2025, 1,087,266 Placement Agent Warrants remain outstanding.

following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2025:

SCHEDULE OF NON COMPENSATORY WARRANT ACTIVITY

Weighted– Average

Exercise Price

Weighted– Average Remaining

Total outstanding – December 31, 2024

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$ 2.47 — $ 2.47

$ 13.00 - $ 13.00

Pre-funded investor warrants issued

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Reclassified to liabilities

$ 0.05 - $ 7.80

Reclassified from liabilities

$ 6.50 - $ 6.50

Total outstanding – December 31, 2025

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Exercise Price

Weighted– Average

Total outstanding – December 31, 2023

$ 36.50 — $ 36.50

Reclassification of Alpha Warrant from warrant liabilities to equity

Pre-funded investor warrants issued

$ 0.05 — $ 0.05

Pre-funded investor warrants exercised

$ 0.05 — $ 0.05

Reclassified to liabilities

Reclassified from liabilities

Total outstanding – December 31, 2024

$ 36.50 - $ 36.50

Non-Exercisable

16 — RELATED PARTY TRANSACTIONS

Investor Agreement

connection with the Subscription Agreement, the Company and Faraday Future Intelligent Electric Inc.

into a Lead Investor Agreement.

Pursuant to this agreement, Faraday committed to invest a minimum of $ 30 million in a Private Placement.

The material terms of the Lead Investor Agreement include:

Reserve & Crypto Custody:

The Company will adopt a Treasury Reserve Policy establishing cryptocurrencies as its primary ongoing

treasury reserve asset.

Appointments:

Concurrent with the closing, Faraday appointed Jiawei Wang as Co-Chief Executive Officer and Koti Meka as Chief Financial

The Faraday-appointed Co-CEO is solely responsible for all non-legacy business operations and has been granted sole access

to all crypto-related accounts of the Company, subject to delegation.

Restructuring:

The Board size was initially reduced to five members, with Faraday appointing two initial directors to fill vacancies.

Following stockholder approval, the Board will expand to seven members, granting Faraday the right to appoint up to two additional

Faraday retains the right to proportional board representation so long as it maintains at least 5% beneficial ownership

of the Company’s Common Stock.

Governance Controls:

Prior to receiving stockholder approval, the Faraday-appointed Co-CEO will manage all new business affairs and

holds the exclusive authority to approve and execute new agreements on behalf of the Company.

Legacy business affairs continue to

be managed by the current CEO.

Actual proceeds from the Lead Investor Agreement from Faraday as well as several members of Faraday’s executive

management team amounted to $ 34.2 million.

As part of the Lead Investor Agreement, YT Jia, the Co Chief Executive Officer of Faraday, contributed $ 4,000,000 .

As part of the Lead Investor Agreement, Jerry Wang, the President of Faraday, contributed $ 200,000 .

Service Agreement

September 30, 2025 the Company entered into a Transition Services Agreement with Faraday to provide support and management services.

the year ended December 31, 2025 approximately $ 1.0 million was charged to the Company under the Transition Services Agreement, which

was outstanding as of year end.

This balance was classified under Related Party Payable on the consolidated balance sheet

Party Accrued Expenses

2025 the Company entered into verbal agreements with several members of management and consultants, including Faraday Future Global

Partners (a company that shares several board members with Faraday), the Chief Executive Officer of Faraday, several board members

of Faraday, members of the audit committee of the Company, the Chief Executive Officer of the Company, and the Chief Financial Officer

of Faraday, to provide management consulting services.

These agreements were finalized in 2026, and were made retroactive to

November 1, 2025.

The agreements includes services beginning in the year ended December 31, 2025 in the total amount of

approximately $ 639,000 .

This amount is outstanding as of December 31, 2025 and is classified under Related Party Payable on the consolidated balance

December 22, 2022, the Company issued to Alpha, an 8 % Senior Convertible Debenture in the aggregate principal amount of $ 3,300,000 for

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Exchange Agreement with Yi Hua Chen on November 18, 2024, pursuant to which it issued 1,154 shares of Series A-2 Preferred Stock in full

settlement of the outstanding balance of the 2024 Chen Debenture of approximately $ 1.15 million (see Note 13 — Stockholders Equity

settlement of the outstanding balance of the 2024 Chen Debenture of approximately $ 1.15 million (see Note 15 — Stockholders’

Note that as a result of equity issuances that occurred during the year ended December 31, 2024, Alpha went from being a material shareholder

to a non-material shareholder.

Any transactions with Alpha that occurred after these issuances were not considered to be related party

transactions.

Note 10 – Convertible Debt for additional information concerning convertible debt – related party transactions.

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As of December

of these warrants remain outstanding and exercisable, and may be exercised in whole or in part, at any time before May 22, 2025.

years ended December 31, 2024 and 2023 there were no exercises of this warrant.

31, 2024, 141 of these warrants remained outstanding and exercisable, and were able to be exercised in whole or in part, at any time

before May 22, 2025.

These warrants expired, and as of December 31, 2025, none of these warrants remain outstanding and exercisable.

During years ended December 31, 2025 and 2024 there were no exercises of this warrant.

This warrant was equity classified as of December

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This warrant is included in equity on the Company’s consolidated balance sheets (see Note

13 – Stockholders’ Equity (Deficit)).

15 – Stockholders’ Equity ).

February 27, 2024, in conjunction with the issuance of a debenture to Alpha, the Company issued to Alpha, a warrant to purchase 18,001

shares of the Company’s common stock, exercisable in whole or in part, until February 27, 2029, subject to certain terms and conditions

described in the warrant.

On September 6, 2024 as a result of the down-round provision triggered

by shares sold in a public offering, the above warrants were repriced from $ 13.00 per share exercise price to $ 6.50 per share exercise

The company recognized an additional deemed dividend of $ 27,587 , which represents the incremental fair value of the outstanding

warrants as a result of the down-round provision.

As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction

in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the consolidated statements of changes

in stockholders’ equity (deficit).

As a result of a partial voluntary conversion of the 2024 Alpha Debenture

on September 9, 2024, the Company no longer had sufficient shares to settle the 2024 Alpha Warrant in full until shareholder approval

was obtained, and a portion ( 2,314 warrant shares with a fair value of $ 14,997 ) was reclassified to liabilities (see Note 8 – Warrant

Liabilities).

Shareholder approval was subsequently obtained on October 25, 2024, and as of that date, the Company determined that shareholder

approval resulted in equity classification for the warrant again and, accordingly, the Company remeasured the warrant liability to fair

value, and reclassified to noncompensatory equity classified warrants.

During the year ended December 31, 2024, there were no exercises of this warrant.

This warrant is included

in equity on the Company’s consolidated balance sheets (see Note 13 – Stockholders’ Equity (Deficit)).

shares of the Company’s common stock , exercisable in whole or in part, until February 27, 2029, subject to certain

terms and conditions described in the warrant.

This warrant is presented on the balance sheet as an equity classified warrant.

September 6, 2024 as a result of the down-round provision triggered by shares sold in a public offering, the above warrants were repriced

from $ 13.00 per share exercise price to $ 6.50 per share exercise price.

The company recognized an additional deemed dividend of $ 27,587 ,

which represents the incremental fair value of the outstanding warrants as a result of the down-round provision.

As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in

a net impact of zero to additional paid-in capital in the consolidated statements of changes in stockholders’ equity.

April 28, 2025, as a result of the down-round provision triggered by the issuance of the 2025 Convertible Note, the warrant was repriced

from an exercise price of $ 6.50 per share to an exercise price of $ 5.82 per share.

No further down-round provisions were triggered by

the July 28, 2025 private placement transaction or the Subscription Agreement as these warrants were at their contractual floor.

a result of a partial voluntary conversion of the 2024 Alpha Debenture on September 9, 2024, the Company no longer had sufficient shares

to settle the 2024 Alpha Warrant in full until shareholder approval was obtained, and a portion ( 2,314 warrant shares with a fair value

of $ 14,997 ) was reclassified to liabilities (see Note 9 – Warrant Liabilities).

Shareholder approval was subsequently obtained

on October 25, 2024, and as of that date, the Company determined that shareholder approval resulted in equity classification for the

warrant again and, accordingly, the Company remeasured the warrant liability to fair value, and reclassified to noncompensatory equity

classified warrants.

the year ended December 31, 2025, there were no exercises of this warrant.

This warrant is included in equity on the Company’s

consolidated balance sheets (see Note 15 – Stockholders’ Equity).

of December 31, 2025, the exercise price of all of the above warrants issued to Alpha was $ 6.50 .

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remeasured the warrant liability to fair value, and reclassified to noncompensatory equity classified warrants (see Note 15 – Stockholders’

Equity (Deficit)).

The fair value of this warrant was $ 565,582 on the issuance date and $ 185,531 on the date of reclassification to equity.

During the year ended December 31, 2024, the Company recorded a gain on change in fair value of warrant liabilities of $ 380,051 for this

the year ended December 31, 2024, the Company recorded a gain on change in fair value of warrant liabilities of $ 380,051 for this warrant.

On April 28, 2025, as a result of the down-round provision triggered by the issuance of the 2025 Convertible Note, the warrant was repriced

from an exercise price of $ 6.50 per share to an exercise price of $ 5.82 per share.

No further down-round provisions

were triggered by the July 28, 2025 private placement transaction or the Subscription Agreement as these warrants were at their contractual

17 — SEGMENT INFORMATION

Company operates as a single operating and reportable segment.

This determination is consistent with the manner in which the Company’s

Chief Operating Decision Maker (“CODM”) evaluates performance, allocates resources, and reviews financial results.

CODM consists of the Company’s two Co-Chief Executive Officers and its Chief Financial Officer.

The CODM reviews consolidated financial

information and does not receive discrete financial information for separate business components.

Prior to the Offering (see Note 1 – Organization and Summary of Significant Accounting Policies and Estimates),

the CODM consisted of the sole Chief Executive Officer.

accordance with ASC 280, Segment Reporting , the Company has concluded that it has one operating and reportable segment because

its financial results are reviewed on a consolidated basis and no component meets the definition of a separate operating segment.

Company’s operations primarily consist of the development and commercialization of AI-enabled technology products and

services, including AI-based trading tools, digital-asset tokenization and embedded AI services, and AI-powered cryptocurrency

portfolio management solutions.

Prior to the Offering, the Company was an early-stage clinical therapeutics company focused

on developing treatments for adult and pediatric cancer.

The CODM evaluates performance and allocates resources based on

consolidated net income (loss).

The CODM reviews the Company’s significant segment expenses, which are its consolidated

operating expenses, including research and development, general and administrative, and interest and other expenses, broken out as

SCHEDULE OF SEGMENT INFORMATION

For The Years Ended December 31,

General and administrative

Research and development

Credit loss expense - short-term note receivable

Total expenses

Total other expense, net (1)

(1) Includes total

total non-operating expenses, provision for income taxes, and loss from discontinued operations.

CODM evaluates the Company’s financial position based on the consolidated balance sheet and does not review segment-level asset

Accordingly, no separate segment asset disclosures are presented.

18 — INCOME TAXES

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( 6,152,857 )

reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows:

in 2025 annual reporting, we adopted ASU 2023-09 prospectively.

A reconciliation of the statutory income tax rates and the Company’s

effective tax rate is as follows:

SCHEDULE OF RECONCILIATIONS OF STATUTORY INCOME TAX RATE

December 31, 2025

Federal Statutory Tax Rate

( 3,562,676 )

State taxes, net of federal income tax effect *

Foreign Tax Effects

NOL expiration

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

Effect of Cross-Border Tax Laws

Research and development tax credits

Change in FV of warrant liability

Tax impact of convertible debenture

Tax impact of divestiture

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Non-deductible expenses

Stock compensation

Changes in Unrecognized Tax Benefits

Other Adjustments

Tax impact of section 382 attribute forfeiture

Income taxes provision (benefit)

following table presents required disclosures prior to the adoption of ASU 2023-09 and displays the reconciliation between statutory

federal income taxes and the total income tax provision (benefit):

December 31, 2024

10 unchanged sentences

Income taxes provision (benefit)

components of deferred tax assets and liabilities are as follows:

OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES

provision for income taxes includes the following:

OF PROVISION FOR INCOME TAXES

December 31, 2025

December 31, 2024

Total current provision (benefit)

Total current provision

Total deferred benefit

1 unchanged sentence

( 14,686,000 )

Total provision for income taxes

components of deferred tax assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

December 31, 2025

December 31, 2024

Deferred tax assets

Net operating loss

Research and development credits

Accrued expenses

Stock compensation

Unrealized loss on digital assets

Provision for losses on notes receivable

Research and development expenses

Total deferred income tax assets

Net deferred income tax assets

Valuation allowance

( 4,006,000 )

Total provision (benefit) for income taxes

( 3,102,000 )

Deferred tax asset, net of allowance

2025 and 2024, the aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows:

OF UNRECOGNIZED TAX BENEFITS

Gross unrecognized tax benefits at the beginning

Increases related to current year

Increases related to prior year positions

December 31, 2025

December 31, 2024

Gross unrecognized tax benefits at the beginning of the year

Increases (decreases) related to current year positions

Increases (decreases) related to prior year positions

Expiration of unrecognized tax benefits

Gross unrecognized tax

benefits at the end of the year

Gross unrecognized tax benefits at the end of the year

table below provides the updated requirements of ASU 2023-09 for cash paid for income taxes, net of refunds.

OF INCOME TAX NET OF REFUNDS

December 31, 2025

December 31, 2024

Cash paid for income taxes, net of refunds

Total cash paid for income taxes, net of refunds

on the available objective evidence, including the Company’s history of cumulative losses, management believes it is likely that

7 unchanged sentences

not anticipate significant changes in the Company’s effective tax rate.

Tax Cuts and Jobs Act resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures

under Section 174.

For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures

that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense.

Specifically,

costs for U.S.

based R&E activities must be amortized over five years and costs for foreign R&E activities must be amortized

over 15 years;

both using a midyear convention.

The Company has incorporated the impact of this new tax legislation into its 2022, 2023,

and 2024 consolidated financial statements, noting that the impact on the Company’s consolidated financial statements was immaterial.

to US tax law enacted on July 4, 2025, allow for immediate expensing of domestic research and experimentation costs, accelerated depreciation

on eligible capital expenditures, and other tax law changes impacting 2025 with certain changes effective in 2026.

These changes are

reflected in our results for the year ended December 31, 2025, and did not have a material impact on the Company’s effective tax

rate in 2025.

December 31, 2025, the Company has U.S.

federal and state net operating loss carryforwards of approximately $ 5,946,000

and $ 5,403,000 ,

federal and state net operating loss carryforwards of approximately $ 4,602,000 and $ 3,831,000 ,

respectively, which are available to offset future taxable income.

federal net operating loss carryforwards can be carried

forward indefinitely.

federal net operating loss carryforwards can be carried forward

indefinitely.

State net operating loss carryovers begin to expire in 2044.

6 unchanged sentences

As a result of the

May 2020 reverse recapitalization transaction, a section 382 ownership change has occurred.

Prior to the reverse recapitalization transaction,

the Ritter business was discontinued resulting in any pre-ownership change net operating loss and tax credit carryforwards becoming fully

limited under section 382.

The pre-ownership change net operating losses and tax credit carryforward DTAs are considered worthless and

have been written-off the deferred tax table presented above.

Subsequent ownership changes may have also occurred due to the Company’s

equity activity in recent years.

The Company has not completed an Internal Revenue Code Section 382 analysis.

As a result, there could

be additional limitations on the Company’s ability to utilize its net operating loss and tax credit carryforwards.

These additional

limitations may result in both a permanent loss of certain tax benefits related to net operating loss and tax credit carryforwards, and

an annual utilization limitation.

Company also has research and development credit carryforwards for federal and state tax purposes of approximately $ 323,000 and $ 235,000 ,

respectively.

The research and development credit carryforwards begin to expire in 2043 for federal tax purposes and have an indefinite

life for state tax purposes.

September 2025 subscription agreement, a section 382 ownership change has occurred.

After the consummation of the agreement, the Qualigen

business has been substantially reduced resulting in any pre-ownership change net operating loss and tax credit carryforwards becoming

fully limited under section 382.

The pre-ownership change net operating losses and tax credit carryforward DTAs are considered worthless

and have been written-off the deferred tax table presented above.

The Company has not completed an Internal Revenue Code Section 382

Company files income tax returns in the U.S.

5 unchanged sentences

by the California Franchise Tax Board.

Due to net operating losses, research and development credits and other tax credit carryforwards

that may be utilized in future years, all U.S.

federal and state tax years are open to examination.

The companies tax returns for calendar year 2022 and forward are subject to examination by the

federal and state tax authorities.

accepted accounting principles clarify the accounting for uncertainty in income taxes recognized in the Company’s financial statements

2 unchanged sentences

The Company adopted these provisions effective April 1, 2009.

Company had unrecognized tax benefits of $ 279,105

as of December 31, 2024.

Due to the existence of the valuation allowance, future changes in unrecognized tax benefits would have no

effect on the Company’s effective tax rate.

The Company does not foresee any material changes over the next 12 months.

accordance with generally accepted accounting principles, the Company will recognize interest and penalties accrued on any

unrecognized tax benefits as a component of income tax expense.

As of December 31, 2024, the Company has not accrued any interest or

penalties related to uncertain tax positions.

Company had unrecognized tax benefits of $ 0 as of December 31, 2025.

Due to the existence of the valuation allowance, future changes

in unrecognized tax benefits would have no effect on the Company’s effective tax rate.

The Company does not foresee any material

changes over the next 12 months.

In accordance with generally accepted accounting principles, the Company will recognize interest and

penalties accrued on any unrecognized tax benefits as a component of income tax expense.

As of December 31, 2025, the Company has not

accrued any interest or penalties related to uncertain tax positions.

19 — SUBSEQUENT EVENTS

January through April 2025, a total of 3,272.5 shares of Series A-2 Preferred Stock were converted into 899,044 shares of common stock

at a conversion price of $ 3.64 per share.

January through June 2025, we borrowed a total of $ 3,470,000 from eight investors as short-term borrowings, each due within six months after

the date of borrowing.

January through June 2025, an additional $ 1,518,500 was advanced to Marizyme against which Marizyme delivered demand promissory notes

to the Company of like principal amounts with terms similar to the Marizyme Notes described in Note 4 - Short Term Notes Receivable.

January 2026, a total of 3,926

shares of Series B Preferred Stock were converted into 1,747,781

shares of common stock at a conversion price of $ 2.246

In February 2026, a total of 491 shares of Series B Preferred Stock were converted into 218,473 shares of common stock at a conversion

price of $ 2.246 per share.

In March 2026, a total of 29,441 shares of Series B Preferred Stock were converted into 13,108,357 shares of

common stock at a conversion price of $ 2.246 per share.

January 2026, the Company repaid $ 132,000 to Alpha Capital Anstalt in satisfaction of their outstanding convertible note.

January 2026, the Company formed three new wholly owned subsidiaries, registered in Delaware, to structure our core digital

asset an AI initiatives.

Token Labs US, Inc.:

Web3 infrastructure and protocol development.

EAI operations.

C10 ETF, Inc.

Evaluate potential institutional exchange traded products in the future.

January 2026, the Company entered into an entrusted investment agreement (the “Entrusted Investment Agreement”) with GOLD

KING ARTHUR HOLDING LIMITED (“GKA”) and Song Wang (“Song”), pursuant to which the Company entrusted to GKA the

management of an investment involving shares (“FFAI Shares”) of Class A common stock, par value $ 0.0001 per share (“FFAI

Class A Common Stock”), of Faraday Future Intelligent Electric Inc.

In connection with the Entrusted Investment

Agreement, on the same date, GKA and Faraday entered into a securities purchase agreement (the “GKA SPA”) providing for the

potential purchase of FFAI Shares for an aggregate consideration of $ 10,000,000 .

The number of Faraday Shares to be issued under the GKA

SPA will be determined based on the closing price of FFAI Class A Common Stock on the trading day immediately prior to the closing date,

and the closing is subject to customary conditions.

As these agreements were executed after the balance sheet date and do not provide

evidence of conditions existing as of that date, they represent non-recognized subsequent events under ASC 855, and no adjustments have

been made to the Company’s consolidated financial statements.

On March 20, 2026, FFAI filed a Current Report on Form 8-K disclosing receipt of a deficiency notice from Nasdaq for failing to maintain

the minimum $ 1.00 bid price required by Nasdaq Listing Rule 5550(a)(2).

Given the recent $ 10.0 million investment in FFAI disclosed above,

a potential delisting introduces significant liquidity and valuation risks to our holding if FFAI fails to regain compliance during its

allotted cure period.

Additional details regarding the deficiency notice and FFAI’s compliance plans can be found in the Form 8-K filed

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

December 12, 2025, the Audit Committee of the Board of Directors approved the dismissal of the Company’s independent registered

public accounting firm, Macias Gini & O’Connell LLP (“MGO”), and appointed HTL International, LLC (“HTL”)

as the Company’s new independent registered public accounting firm.

were no disagreements with the former auditor on any matter of accounting principles, financial statement disclosure, or auditing scope

or procedure.

The change in auditor was previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission

on December 16, 2025.

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 8. Financial Statements and Supplementary Data