What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-28 · 150 added, 229 removed, 1135 unchanged (25% of the section changed)

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when we will become profitable.

have incurred net losses since our inception.

Our net losses were $17.8 million for the year ended December 31, 2024 and $0.5 million

for the year ended December 31, 2023.

As of December 31, 2024, we had an accumulated deficit of $29.1 million.

We do not expect to generate

any significant revenues, if any, until we successfully complete adequate development of our first clinical asset.

As of December 31,

2024, our clinical assets are still in development and have not been approved by the FDA or any other regulatory body.

We have incurred net losses since our inception.

Our net losses were $39.2 million for the year ended December 31, 2025, and $17.8 million for the year ended December 31, 2024.

December 31, 2025, we had an accumulated deficit of $68.3 million.

We do not expect to generate any significant revenues, if any, until

we successfully complete adequate development of our first clinical asset.

As of December 31, 2025, our clinical assets are still in development

and have not been approved by the FDA or any other regulatory body.

have not yet demonstrated our ability to generate revenue, and we may never be able to produce revenues or operate on a profitable basis.

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substantially upon the performance of third-party contractors;

success that Manoira has in evaluating the CDT Assets’ applicability in animal health, explore veterinary market opportunities

related to AZD1656;

we are required by the FDA or similar foreign regulatory agencies to conduct additional preclinical or clinical trials beyond those

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and our partners’ ability to avoid third-party patent interference or intellectual property infringement claims;

ability to in-license or acquire additional clinical assets or commercial-stage products that we believe that we can successfully

ability to in-license or acquire additional clinical assets or commercial-stage products that we believe can successfully

develop and commercialize.

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clinical assets to continue operations.

There is substantial

doubt regarding our ability to continue as a going concern.

We will need to raise additional funding, which may not be available on acceptable

terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercial programs,

product development efforts or other operations.

The report of our independent registered public accounting

firm on the Company’s financial statements as of and for the year ended December 31, 2024, includes an explanatory paragraph indicating

that there is substantial doubt about our ability to continue as a going concern for at least one year from the date of filing.

the date of the Business Combination, Old Conduit financed its working capital requirements by raising capital through private placements

of its ordinary shares and issuing of short-term and convertible notes.

The Company has financed its working capital requirements since

the Business Combination primarily through the PIPE Financing (the “PIPE Financing”) completed in September 2023, and through

issuing of short-term and convertible notes.

We will need to raise additional funding, which may

not be available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or

terminate our commercial programs, product development efforts or other operations.

We do not expect to generate meaningful product revenues

in the foreseeable future.

Based on our current business plan as of the date of our consolidated financial statements appearing elsewhere

in this Annual Report on Form 10-K, there is substantial doubt regarding our ability to continue as a going concern.

We will need to raise

additional funding in order to execute on our current business plans and strategy, including prior to becoming profitable.

Our efforts to raise additional funding may divert

our management from their day-to-day activities, which may adversely affect our ability to develop our products.

In addition, we cannot

guarantee that financing will be available in sufficient amounts or on terms acceptable to us, if at all.

Moreover, the terms of any financing

may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt,

by us, or the possibility of such issuance, may cause the market price of our shares to decline.

The sale of additional equity or convertible

securities would dilute all of our stockholders.

The incurrence of indebtedness would result in increased fixed payment obligations, and

we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations

on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our

ability to conduct our business.

We could also be required to seek funds through arrangements with collaborative partners or otherwise

at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product

candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results

and prospects.

Moreover, as a result of recent volatile market conditions,

the cost and availability of capital has been and may continue to be adversely affected.

Concern about the stability of the banking sector

has generally led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers.

is substantial doubt regarding our ability to continue as a going concern.

We will need to raise additional funding, which may not be

available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate

our commercial programs, product development efforts or other operations.

report of our independent registered public accounting firm on the Company’s financial statements as of and for the year ended

December 31, 2025, includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going

concern for at least one year from the date of filing.

Through the date of the Business Combination, Old Conduit financed its working

capital requirements by raising capital through private placements of its ordinary shares and issuing of short-term and convertible notes.

The Company has financed its working capital requirements since the Business Combination primarily through the PIPE Financing (the “PIPE

Financing”) completed in September 2023, and through issuing of short-term and convertible notes, and via an at the market program

with A.G.P./Alliance Global Partners.

will need to raise additional funding, which may not be available on acceptable terms, or at all.

Failure to obtain this necessary capital

when needed may force us to delay, limit or terminate our commercial programs, product development efforts or other operations.

not expect to generate meaningful product revenues in the foreseeable future.

Based on our current business plan as of the date of our

consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, there is substantial doubt regarding our ability

to continue as a going concern.

We will need to raise additional funding in order to execute on our current business plans and strategy,

including prior to becoming profitable.

efforts to raise additional funding may divert our management from their day-to-day activities, which may adversely affect our ability

to develop our products.

In addition, we cannot guarantee that financing will be available in sufficient amounts or on terms acceptable

to us, if at all.

Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance

of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares

The sale of additional equity or convertible securities would dilute all of our stockholders.

The incurrence of indebtedness

would result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations

on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other

operating restrictions that could adversely impact our ability to conduct our business.

We could also be required to seek funds through

arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to

relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have

a material adverse effect on our business, operating results and prospects.

as a result of recent volatile market conditions, the cost and availability of capital has been and may continue to be adversely affected.

Concern about the stability of the banking sector has generally led many lenders and institutional investors to reduce, and in some cases,

cease to provide credit to businesses and consumers.

Continued turbulence in the U.S.

market and economy may adversely affect our liquidity and financial condition, including our ability

to access the capital markets to meet liquidity needs.

If we are unable to obtain funding on a timely basis,

or if revenues from collaboration arrangements are less than we have projected, we may be required to further revise our business plan

and strategy, which may result in us significantly curtailing, delaying or discontinuing one or more of our research or development programs

or may result in our being unable to expand our operations or otherwise capitalize on our business opportunities.

As a result, our business,

financial condition and results of operations could be materially affected.

market and economy may adversely affect our liquidity

and financial condition, including our ability to access the capital markets to meet liquidity needs.

we are unable to obtain funding on a timely basis, or if revenues from collaboration arrangements are less than we have projected, we

may be required to further revise our business plan and strategy, which may result in us significantly curtailing, delaying or discontinuing

one or more of our research or development programs or may result in our being unable to expand our operations or otherwise capitalize

on our business opportunities.

As a result, our business, financial condition and results of operations could be materially affected.

a result of our limited operating history, we may not be able to correctly estimate, operating expenses, need for investment capital,

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of other clinical assets.

Failing to reach our short-term developmental milestones within anticipated timelines due to serious adverse or unacceptable side effects caused by our clinical assets, or other events, many of which

may be beyond our control, may cause our financial condition and operating results to continue to fluctuate significantly from quarter

to quarter and year to year.

Failing to reach our short-term developmental milestones within anticipated timelines due to serious adverse

or unacceptable side effects caused by our clinical assets, or other events, many of which may be beyond our control, may cause our financial

condition and operating results to continue to fluctuate significantly from quarter to quarter and year to year.

drug development for our clinical assets (AZD1656 and AZD5904) is expensive, time-consuming, and uncertain.

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including AZD1656 and AZD5904, we may never become profitable and the value of our capital stock may decline.

is difficult to predict the time and cost of development and of subsequently obtaining regulatory approval for AZD1656 as it employs

newly developed technology.

uses a novel mechanism to reduce inflammation in many of the immune pathways.

We have concentrated our research and development efforts

of AZD1656 on a limited number of initial targeted disease indications for AZD1656.

There can be no assurance that we will not experience

problems or delays in developing our current or future indications for AZD1656 and that such problems or delays will not cause unanticipated

costs, or that any such development problems can be solved.

Moreover, AZD1656 would also represent a novel approach for the treatment

of uveitis as steroids are currently the most common treatment for uveitis even though there are numerous side effects associated with

the use of steroids.

The clinical development of these novel technologies will require review and allowance by the FDA under an Investigational

New Drug Application.

Additionally, Manoira may

not be successful in evaluating the CDT Assets’ applicability in animal health, explore veterinary market opportunities related

to AZD1656, and as such we may never develop and commercialize such assets.

may not be successful in our efforts to use and expand our development platform to build a pipeline of clinical assets.

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any, will begin on time, need to be redesigned, enroll adequate number of patients on time or be completed on schedule, if at all.

addition, the Company, any partner with which we currently or may in the future collaborate, the FDA, an IRB or other regulatory authorities, including state and local agencies and counterpart agencies in foreign countries, may suspend,

delay, require modifications to, or terminate our clinical trials at any time, for various reasons, including:

addition, the Company, any partner with which we currently or may in the future collaborate, the FDA, an IRB or other regulatory authorities,

including state and local agencies and counterpart agencies in foreign countries, may suspend, delay, require modifications to, or terminate

our clinical trials at any time, for various reasons, including:

of safety or tolerability concerns, such as serious or unexpected toxicities or side effects or exposure to otherwise unacceptable

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in applicable laws, regulations, and regulatory policies;

or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective CROs, clinical trial sites, and other third-party contractors;

or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective CROs, clinical trial

sites, and other third-party contractors;

to add a sufficient number of clinical trial sites;

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to the following matters that are relevant to the preparation of our financial statements:

have limited segregation of duties.

For the periods under audit, the Company did not have any internal personnel in the financial

accounting and reporting department, instead relied upon third party consultants to perform these activities.

lack a formal process for review and approval of financial statements.

For the periods under audit, especially prior to the business

combination, numerous, recurring errors in account balances and disclosures were detected in the financial statements that resulted

in a reasonable possibility that a material misstatement would not have been detected on a timely basis.

did not design adequate and appropriate internal controls, including monitoring controls, to review and evaluate the accounting implications

of all material transactions that occurred in the audit period.

The segregation of duties is limited and heavily reliant on interim personnel and third-party consultants to perform

these activities, including the lack of timely review and approval of travel and entertainment expenses.

The Company lacks a formal process for review and approval of significant transactions and accounts on a contemporaneous basis and there have been numerous, recurring errors in account balances and disclosures.

The Company has not designed adequate and appropriate and internal controls under an appropriate internal control over financial reporting framework.

The Company did not appropriately review and evaluate the accounting implications of all material transactions that occurred during the period.

The review controls around certain related party transactions did not operate consistently and the review of such transactions was not always contemporaneously documented.

these material weaknesses are not remediated, it could result in a misstatement of account balances or disclosures that would result

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related to financial reporting and to formalize and enhance our internal control procedures.

material weaknesses will not be considered remediated until a remediation plan has been fully implemented, the applicable controls

operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are

operating effectively.

A failure to implement and maintain effective internal control over financial reporting could result

in errors in our financial statements that could result in a restatement of our financial statements and could cause us to fail to meet

our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

material weaknesses will not be considered remediated until a remediation plan has been fully implemented, the applicable controls operate

for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating

A failure to implement and maintain effective internal control over financial reporting could result in errors in our financial

statements that could result in a restatement of our financial statements and could cause us to fail to meet our reporting obligations,

any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over

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of preclinical, clinical, and commercial supplies of any future clinical assets.

do not currently have, nor do we plan to acquire, the infrastructure or capability to supply, manufacture, or distribute preclinical,

clinical, or commercial quantities of drug substances or products.

Our ability to develop our clinical assets depends and our ability

to commercially supply our products will depend, in part, on our ability to successfully obtain the raw materials and APIs and other

substances and materials used in our clinical assets from third parties and to have finished products manufactured by third parties in

accordance with regulatory requirements and in sufficient quantities for preclinical and clinical testing and commercialization.

fail to develop and maintain supply relationships with these third parties, we may be unable to continue to develop or commercialize

our clinical assets.

the exception of our work at our Cambridge facilities, we do not currently have, nor do we plan to acquire, the infrastructure or capability

to supply, manufacture, or distribute preclinical, clinical, or commercial quantities of drug substances or products.

Our ability to

develop our clinical assets depends and our ability to commercially supply our products will depend, in part, on our ability to successfully

obtain the raw materials and APIs and other substances and materials used in our clinical assets from third parties and to have finished

products manufactured by third parties in accordance with regulatory requirements and in sufficient quantities for preclinical and clinical

testing and commercialization.

If we fail to develop and maintain supply relationships with these third parties, we may be unable to

continue to develop or commercialize our clinical assets.

rely and will continue to rely on certain third parties as the sole source of the materials they supply or the finished products they

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regulatory agency approval requirements or import inspections, incomplete or inaccurate import documentation, or defective packaging.

currently rely on agreements with third parties for the purpose of licensing our clinical assets.

In the near-term, we intend to rely

on third parties for the licensing of clinical assets and those which may arise through future partnerships.

currently rely on agreements with third parties for the purpose of licensing clinical assets from large pharmaceutical companies.

example, we have agreements with AstraZeneca pursuant to which we license clinical assets from AstraZeneca.

If we are in breach of the

agreements, the termination of such agreement(s) could materially adversely affect our business, financial condition, operating results,

and prospects.

Our business strategy heavily depends on our ability to commercialize our clinical assets and our ability to enter into

license agreements relating to such clinical assets is critical to the success of our operations

may choose not to continue developing or commercializing any of our clinical assets at any time during development or after approval,

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We are highly dependent on our management, including our Chief

Executive Officer, David Tapolczay.

Executive Officer, Andrew Regan.

The loss of the services of any of these individuals could impede, delay, or prevent the successful

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of our intellectual property or proprietary rights.

have registered the domain name for the website that we use in our business, which is www.conduitpharma.com.

have registered the domain name for the website that we use in our business, which is www.cdtequity.com.

The inclusion of the website

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may not be able to develop or market the affected clinical asset.

Our business strategy depends on our ability to commercialize our

clinical assets and our ability to enter into license agreements relating to such clinical assets is critical to the success of our

The loss of such rights could materially adversely affect our business, financial condition, operating results, and

For more information about these license arrangements, see “Business — Principal Strategic Partnerships.”

Our business strategy depends on our ability to commercialize our clinical

assets and our ability to enter into license agreements relating to such clinical assets is critical to the success of our operations.

The loss of such rights could materially adversely affect our business, financial condition, operating results, and prospects.

information about these license arrangements, see “Business — Principal Strategic Partnerships.”

we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming, and an unfavorable outcome

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motions, or other interim proceedings or developments or public access to related documents.

addition, in August 2023, prior to the Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited, received

a letter from Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant to a previously executed letter.

Conduit rejected and disputed the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a claim

in the Business and Property Courts of England and Wales claiming it is entitled to be paid the sum of $2 million and, as a result of

the event the Business Combination is completed, to be issued 65 thousand shares of common stock.

We intend to vigorously defend against

these claims.

Regardless of its outcome, the litigation may impact our business due to, among other things, defense legal cost and the

diversion of the attention of our management.

In November and December 2024, the Company received

a letter from St George Street Capital and formal complaints filed with the Intellectual Property Office claiming the Company was assigned

the US Application, and was not the sole owner, of the AZD 1656 co-crystal patent.

In January 2025, Conduit issued a counter statement

to the Intellectual Property Office disputing the claim filed by St George Street Capital.

As of December 31, 2025, the damages sought

by St George Street Capital are unknown and the potential contingency is not considered probable.

As such, the Company has not accrued

a loss contingency in the accompanying financial statements.

We intend to vigorously defend against these claims.

Regardless of its outcome,

the litigation may impact our business due to, among other things, legal costs and the diversion of the attention of our management.

In addition, in August 2023, prior to the

Business Combination, our now wholly-owned subsidiary, Conduit Pharmaceuticals Limited, received a letter from Strand Hanson Limited (“Strand”)

claiming it was owed advisory fees pursuant to a previously executed letter.

Conduit Pharmaceuticals Limited rejected and disputed the

substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a claim in the Business and Property Courts

of England and Wales claiming it is entitled to be paid the sum of $2 million and, as a result of the event the Business Combination is

completed, to be issued 21 shares of common stock.

On December 16, 2025, the High Court of Justice, Business and Property Courts of England

and Wales, ultimately ruled in favor of Strand, with a judgment amount payable from CPL to Strand totaling $9.6 million.

reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated

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our clinical development of our clinical assets.

use artificial intelligence technology in our business, specifically, in relation to our service agreement with Sarborg and

challenges with properly managing such technology could result in reputational harm, competitive harm and legal liability, and

adversely affect our business, financial condition and results of operations.

use artificial intelligence technology in our business, specifically, in relation to our Service Agreement with Sarborg and challenges

with properly managing such technology could result in reputational harm, competitive harm and legal liability, and adversely affect

our business, financial condition and results of operations.

December 12, 2024, we entered into the Sarborg Agreement with Sarborg.

Under the terms of the Sarborg Agreement, Sarborg will provide

algorithmic and cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic

systems tailored to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

will perform the services to Conduit comprised of three phases:

Under the terms of the Sarborg Agreement, Sarborg agreed to provide

algorithmic and cybernetic technology services to CDT, including the development of decision-support tools and advanced cybernetic

systems tailored to enhance CDT’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

agreed to perform the services to CDT comprised of three phases:

the Initial Phase (0-24 weeks) focuses on establishing a foundation for

collaboration and aligning Sarborg’s services with Conduit’s strategic goals;

collaboration and aligning Sarborg’s services with CDT’s strategic goals;

the Development Phase (24-36 weeks) involves

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and the Ongoing Services Phase (36-52 weeks) ensures

the sustained functionality and relevance of Sarborg’s deliverables while supporting Conduit’s growth through iterative improvements

the sustained functionality and relevance of Sarborg’s deliverables while supporting CDT’s growth through iterative improvements

Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications,

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in accordance with the Sarborg Agreement.

date, Conduit has successfully completed the Initial Phase of its collaboration with Sarborg, establishing a strong foundation for

integrating AI-driven solutions into our operations.

This phase focused on identifying key inputs for the algorithmic approach and

ensuring alignment between Sarborg’s services and Conduit’s strategic goals.

As part of this effort, Sarborg has

successfully delivered three key milestones.

First, they conducted detailed teach-in sessions with Conduit’s management team

to gain a deeper understanding of our objectives, challenges, and operational workflows, resulting in documented meeting agendas,

minutes, and action plans.

Second, they finalized and validated a set of proprietary inputs essential for their cybernetic models,

tailored specifically to Conduit’s portfolio and R&D pipeline.

Finally, they completed an in-depth market analysis of

potential cocrystal candidates, assessing the patent landscape, competitive positioning, and market size.

The insights from this

market analysis are now informing Conduit’s ongoing strategic decision-making.

With these key milestones delivered, we are now

progressing to the next phase of development.

has now commenced Phase II:

The Development Phase, which focuses on building the technological infrastructure necessary to integrate

AI into Conduit’s operations.

As part of this, Sarborg has successfully completed the first milestone, Dashboard Creation and Refinement,

delivering personalized dashboards that provide Conduit’s key personnel with real-time access to critical data related to deliverables,

clinical trials, and drug discovery.

These initial dashboards, along with user interface mock-ups and a dashboard user guide, will serve

as the foundation for further refinements.

Moving forward, the platform will continue to be optimized to maximize efficiency and ensure

seamless integration into Conduit’s workflows.

To date, Sarborg has successfully completed all phases and has achieved all milestones provided for pursuant to the

Sarborg Agreement.

with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and

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and adversely affect our business, financial condition and results of operations.

For more information on our dealings with Sarborg,

see “Business- Principal Strategic Partnerships Services Agreement – CDT and Sarborg Limited”.

Related to Securities Markets and Investment in Our Stock

If we do not maintain

our trading market’s listing requirements, Nasdaq may delist our securities from trading on its exchange.

In August 2024, the Company

received deficiency letters from Nasdaq notifying the Company that it was not in compliance with Listing Rule 5450(a)(1) (the “Bid

Price Rule”), Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) and Listing Rule 5450(b)(2)(A) (the “MVLS Rule”,

together with the Bid Price Rule and the MVPHS Rule, the “Rules”).

The Company had until February 10, 2025, and February

11, 2025, to regain compliance with the Rules.

On December 17, 2024, Nasdaq issued a letter to the Company that as of December 17, 2024,

it determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days.

Nasdaq had determined to delist the Company’s common stock and redeemable warrants from The Nasdaq Global Market, on December 27,

The Company subsequently requested and received a hearing (the “Nasdaq Hearing”) from the Nasdaq Hearings Panel (the

The Company submitted a written plan of compliance to cure its Rule deficiencies to Nasdaq on January 22, 2025,

and attended the Nasdaq Hearing for the Company on February 11, 2025.

On March 5, 2025, the Company received a written notification (the

“Notice”) from the Panel confirming it has granted the Company such an extension for the Company to regain compliance with

the MVPHS and MVLS rules, provided that the Company, (i) on or before March 12, 2025, files an application to transfer to the Nasdaq

Capital Market, which application was submitted on March 7, 2025, and (ii) on or before March 31, 2025, demonstrates compliance with all Nasdaq listing rules,

which it intends to do, and believes it will satisfy.

Additionally, the Company was also notified in the Notice that as of February

26, 2025, it had regained compliance with the Bid Price Rule.

the transfer to the Nasdaq Capital Market, the Company’s current MVPHS will be compliant with the MVPHS continued listing

standard of greater than $1.0 million and the Company believes it will be able to demonstrate its compliance with the Equity

Standard of Stockholder’s Equity greater than $2.5 million prior to the March 31, 2025, deadline to the satisfaction of

Nasdaq, although no such assurance can be given.

The inability to comply with Nasdaq’s continued requirements or standards

could result in the delisting of our common stock, which could have a material adverse effect on our financial condition and could

cause the value of the common stock to decline.

our common stock were to be delisted from trading on The Nasdaq Global Market and the trading price of our common stock were below $5.00

per share on the date the common stock is delisted, trading in our common stock would also be subject to the requirements of certain

rules promulgated under the Exchange Act.

These rules require additional disclosure by broker-dealers in connection with any trades involving

a stock defined as a “penny stock” and impose various sales practice requirements on broker-dealers who sell penny stocks

to persons other than established customers and accredited investors, generally institutions.

These additional requirements may discourage

broker-dealers from effecting transactions in securities that are classified as penny stocks, which could severely limit the market price

and liquidity of such securities and the ability of purchasers to sell such securities in the secondary market.

A penny stock is defined

generally as any non-exchange listed equity security that has a market price of less than $5.00 per share, subject to certain exceptions.

we do not maintain our trading market’s listing requirements, Nasdaq may delist our securities from trading on its exchange.

inability to comply with Nasdaq’s continued requirements or standards could result in the delisting of our common stock, which

could have a material adverse effect on our financial condition and could cause the value of the common stock to decline.

do not anticipate paying any dividends in the foreseeable future.

current expectation is that we will retain our future earnings to fund the development and growth of our business.

As a result, capital

appreciation, if any, of the shares of our common stock will stockholders’ sole source of gain, if any, for the foreseeable future.

capital appreciation, if any, of the shares of our common stock will be stockholders’ sole source of gain, if any, for the

foreseeable future.

Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides, subject to limited

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million and our net loss was $39.2 million for the fiscal year ended December 31, 2025.

We expect to continue to incur significant expenses

and increasing operating losses for the foreseeable future.

We expect to continue to incur significant

expenses and increasing operating losses for the foreseeable future.

Our business will require substantial additional capital for implementation

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costs of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights

we raise additional funds by selling shares of our common stock or other equity-linked securities, the ownership interest of our current

stockholders will be diluted.

We may seek to access the public or private capital markets whenever conditions are favorable, even if

we do not have an immediate need for additional capital at that time.

If we raise additional funds through collaborations, strategic

alliances or marketing, distribution, or licensing arrangements with third parties, we may have to relinquish valuable rights to our

technologies, future revenue streams, or clinical assets or to grant licenses on terms that may not be acceptable to us.

additional funds through debt financing, we may have to grant a security interest on our assets to the future lenders, our debt service

costs may be substantial, and the lenders may have a preferential position in connection with any future bankruptcy or liquidation involving

March 27, 2025, the last quoted sale price for our common stock as reported on Nasdaq was $0.77 per share.

Currently, the exercise

prices of the Company’s warrants are significantly greater than the current market price of our common stock.

such warrants are unlikely to be exercised and therefore the Company does not expect to receive any proceeds from such exercise of

the warrants in the near term.

Whether any holders of Warrants determine to exercise such warrants, which would result in cash

proceeds to the Company, will likely depend upon the market price of our common stock at the time of any such holder’s

determination.

April 15, 2026, the last quoted sale price for our common stock

as reported on Nasdaq was $4.88 per share.

Currently, the exercise prices of the Company’s Public Warrants are significantly

greater than the current market price of our common stock.

Accordingly, such Public Warrants are unlikely to be exercised and therefore

the Company does not expect to receive any proceeds from such exercise of the warrants in the near term.

Whether any holders of Public

Warrants determine to exercise such Public Warrants, which would result in cash proceeds to the Company, will likely depend upon the market

price of our common stock at the time of any such holder’s determination.

we are unable to raise additional capital when needed, we may be required to curtail the development of our technology or materially

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to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact

may issue additional shares of common stock or preferred stock under an employee incentive plan or under our existing at the market offering program, which would dilute the interest of

our stockholders.

may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan or under our ongoing at the market offering program.

may issue additional shares of common stock or preferred stock, including issuances upon exercise of outstanding pre-funded warrants,

in connection with capital raising transactions and under an employee incentive plan or under our existing at the market offering

program, which would dilute the interest of our stockholders.

may issue a substantial number of additional shares of common or preferred stock pursuant to the exercise of previously issued

pre-funded warrants, under an employee incentive plan or under our ongoing at the market offering program.

The issuance of

7 unchanged sentences

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 1A. Risk Factors