What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 109 added, 97 removed, 348 unchanged (37% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current Assets:

16 unchanged sentences

Preferred stock, $ 0.001 par value, 416,667 shares authorized and 0 shares issued and outstanding

Common stock, $ 0.001 par value, 25,000,000 shares authorized and 504,413 and 117,796 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 25,000,000 shares authorized and 574,580 and 117,796 shares issued and

outstanding, respectively

Additional paid-in capital

7 unchanged sentences

Statements of Operations

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Operating expenses:

16 unchanged sentences

Loss per share - basic

$ ( 4,049.20 )

$ ( 13,294.31 )

Loss per share - diluted

$ ( 4,049.20 )

$ ( 13,294.31 )

Weighted average shares outstanding - basic

3 unchanged sentences

Statements of Stockholders' Equity (Deficit)

For the three and six months ended June 30,

For the three and nine months ended September

30, 2025 and 2024

17 unchanged sentences

( 91,100,985 )

Stock cancelled during stock split rounding

Stock issued for warrants exercised

Stock-based compensation

Deferred offering costs

( 3,218,481 )

Balance, September 30, 2025

$ 104,229,033

$ ( 94,319,466 )

Balance December 31, 2023

18 unchanged sentences

( 4,293,601 )

Stock issued for cash and warrants, net

Stock based compensation

Stock issued for license agreement

( 5,605,934 )

Balance September 30, 2024

$ ( 81,248,338 )

See accompanying notes to the unaudited financial

1 unchanged sentence

Statements of Cash Flows

Six Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Cash Flows from Operating Activities:

3 unchanged sentences

Stock-based compensation

Common stock issued for license agreement

Gain on disposal of fixed assets

1 unchanged sentence

Prepaid expenses and other current assets

( 1,060,681 )

Deferred offering costs

Accounts payable and accrued expenses

( 1,806,420 )

Net cash used in operating activities

17 unchanged sentences

Prepaid insurance financed with note payable

Reclassification of deferred offering costs to equity

Amortization of deferred offering costs

See accompanying notes to the unaudited financial

23 unchanged sentences

The number of authorized

shares of common stock has been reduced from 300,000,000 to 25,000,000 , while the number of authorized shares of preferred stock has been

reduced from 5,000,000 to 416,667 .

shares of common stock was also proportionately reduced from 300,000,000 to 25,000,000 , while the number of authorized shares of preferred

stock was proportionately reduced from 5,000,000 to 416,667 .

Note 2 – Summary of Significant Accounting

of Presentation - The accompanying unaudited financial statements of the Company have been prepared in accordance with

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

GAAP”) for interim unaudited financial

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting

principles for complete financial statements.

The unaudited financial statements include all adjustments (consisting of normal

recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the final results

that may be expected for the year ending December 31, 2025.

For more complete financial information, these unaudited financial

statements should be read in conjunction with the audited financial statements for the period ended December 31, 2024 included in

our Form 10-K filed with the SEC on March 31, 2025 (“Form 10-K”).

Notes to the financial statements which would

substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported

in the Form 10-K, have been omitted.

Basis of Presentation - The accompanying unaudited financial

statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America

GAAP”) for interim unaudited financial information.

Accordingly, they do not include all of the information and footnotes

required by generally accepted accounting principles for complete financial statements.

The unaudited financial statements include all

adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed

financial statements not misleading.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative

of the final results that may be expected for the year ending December 31, 2025.

For more complete financial information, these unaudited

financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2024 included

in our Form 10-K filed with the SEC on March 31, 2025 (“Form 10-K”).

Notes to the financial statements which would substantially

duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K,

have been omitted.

Liquidity and Going Concern - These financial statements have

19 unchanged sentences

The amount in excess of

the FDIC insurance as of June 30, 2025 was $ 11,879,873 .

the FDIC insurance as of September 30, 2025 was $ 9,614,087 .

The Company has not experienced losses on these accounts and management believes,

14 unchanged sentences

excludes common stock equivalents, because their inclusion would be anti-dilutive.

As of June 30, 2025, the Company’s potentially

As of September 30, 2025, the Company’s potentially

dilutive shares and options, which were not included in the calculation of net loss per share, included warrants to purchase 333,956 common

shares, unvested restricted stock units of 18 common shares, unvested performance units of 5 and options for 70 common shares, respectively.

As of June 30, 2024, the Company’s potentially dilutive shares and options, which were not included in the calculation of net loss

per share, included warrants to purchase 2,586 common shares, unvested restricted stock units of 10 common shares, unvested performance

As of September 30, 2024, the Company’s potentially dilutive shares and options, which were not included in the calculation of net

loss per share, included warrants to purchase 4,961 common shares, unvested restricted stock units of 9 common shares, unvested performance

units of 1 and options for 21 common shares, respectively.

Segments Reporting

Segment Reporting

The Company manages its operations as a single segment for the purpose

12 unchanged sentences

related to the note will be repaid over an 11-month period with the final payment due on October 8, 2025 .

As of June 30, 2025, the Company’s

note payable balance was $ 121,767 .

As of September 30, 2025, the

Company’s note payable balance was $ 30,793 .

Note 4 – Equity

11 unchanged sentences

split has been retroactively adjusted throughout these financial statements and footnotes.

On July 22, 2025, the Company effected a 1-for-12 basis without

any change in the par value per share, which remained at $ 0.001 .

On July 22, 2025, the Company effected a 1-for-12 basis without any

change in the par value per share, which remained at $ 0.001 .

The reverse stock split has been retroactively adjusted throughout these

10 unchanged sentences

Sales Agreement to $43.5 million (which amount includes $6.4 million remaining from the $30.2 million set forth above).

During the six

months ended June 30, 2025, the Company has sold 127,582 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds

of approximately $ 9 million.

As of June 30, 2025, the Company has sold 210,230 shares of common stock pursuant to the AGP ATM Sales Agreement

for net proceeds of approximately $ 22.8 million.

On September 19,

2025, the Company decreased the sales price of common shares that may be sold under the AGP ATM Sales Agreement to $ 1.76 million, which

amount does not include any shares of common stock sold prior to such date.

During the nine months ended September 30, 2025, the Company

has sold 127,582 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $ 9 million.

As of September

30, 2025, the Company has sold 210,230 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds of approximately

$ 22.8 million.

On May 13, 2025, the Company entered into a placement agency agreement

(the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) for the

public offering by the Company of (i) 27,084 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 302,298

shares of common stock (the “Pre-Funded Warrants”);

and (iii) Series F Warrants to purchase up to an aggregate of 329,381

shares of common stock (the “Common Warrants”).

The Common Warrants and Pre-Funded Warrants are collectively referred to herein

as the (“Warrants”).

(the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”) for the public

offering by the Company of (i) 27,084 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 302,295 shares

of common stock (the “Pre-Funded Warrants”);

and (iii) Series F Warrants to purchase up to an aggregate of 329,381 shares

of common stock (the “Common Warrants”).

The Common Warrants and Pre-Funded Warrants are collectively referred to herein as

the (“Warrants”).

The combined purchase price of one share of Common Stock and one accompanying Common Warrant was $15.18

8 unchanged sentences

million, before deducting the Placement Agent’s fees and other offering expenses.

The closing of this offering and private placement

occurred on May 14, 2025.

The closing of this offering occurred on May 14,

Stock Options

9 unchanged sentences

25 shares of common stock.

During the six months ended June 30, 2025 and 2024, the Company recognized

$ 53,138 and $ 412,749 of stock-based compensation, respectively, related to outstanding stock options.

At June 30, 2025, the Company had

$ 42,451 of unrecognized expenses related to outstanding options.

During the nine months ended September 30, 2025 and 2024, the Company

recognized $ 59,832 and $ 571,705 of stock-based compensation, respectively, related to outstanding stock options.

At September 30, 2025,

the Company had $ 35,757 of unrecognized expenses related to outstanding options.

The following table summarizes

the stock option activity for the six months ended June 30, 2025:

the stock option activity for the nine months ended September 30, 2025:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, June 30, 2025

Exercisable, June 30, 2025

$ 1,000,009.39

As of June 30, 2025, the outstanding stock options have a weighted

Outstanding, September 30, 2025

Exercisable, September 30, 2025

As of September 30, 2025, the outstanding stock options have a weighted

average remaining term of 6.46 years and no intrinsic value.

As of June 30, 2025, there were no awards remaining to be issued under the

2017 Plan and 62 shares of common stock remaining to be issued under the 2020 Plan.

As of September 30, 2025, there were no awards remaining to be issued under

the 2017 Plan and 62 shares of common stock remaining to be issued under the 2020 Plan.

Stock Warrants

The following table summarizes the stock warrant

activity for the six months ended June 30, 2025:

activity for the nine months ended September 30, 2025:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, June 30, 2025

Exercisable, June 30, 2025

During the six months ended June 30, 2025, the Company received $ 2,783

in net cash proceeds from the exercise of 231,964

Pre-Funded Warrants with an exercise price of $0.001.

As of June 30, 2025, the outstanding and exercisable warrants have

a weighted average remaining term of 4.86 years and had $ 695,461 aggregate intrinsic value.

Outstanding, September 30, 2025

Exercisable, September 30, 2025

During the nine months ended September 30, 2025, the Company received

$ 3,627 in net cash proceeds from the exercise of 302,295 Pre-Funded Warrants with an exercise price of $0.001.

As of September 30, 2025, the outstanding and exercisable warrants

have a weighted average remaining term of 4.61 years and had $ 0 aggregate intrinsic value.

Restricted Stock Units

During the six months ended June 30, 2025,

During the nine months ended September 30,

2025, the Company recognized $ 42,828 of stock-based compensation, related to outstanding stock RSUs.

At June 30, 2025, the Company had $ 37,205

of unrecognized expenses related to outstanding RSUs.

At September 30, 2025, the Company

had $ 25,447 of unrecognized expenses related to outstanding RSUs.

The following table summarizes

the RSUs activity for the six months ended June 30, 2025:

the RSUs activity for the nine months ended September 30, 2025:

Schedule of RSUs activity

1 unchanged sentence

Non-vested, December 31, 2024

Non-vested, June 30, 2025

Non-vested, September 30, 2025

Performance Units

During the six months ended June 30, 2025,

During the nine months ended September 30,

2025, the Company recognized $ 0 related to outstanding stock PUs.

At June 30, 2025, the Company had $ 0 of unrecognized expenses related

At September 30, 2025, the Company had $ 0 of unrecognized expenses

related to PUs.

The following table summarizes

the PUs activity for the six months ended June 30, 2025:

the PUs activity for the nine months ended September 30, 2025:

Schedule of PUs activity

1 unchanged sentence

Non-vested, December 31, 2024

Non-vested, June 30, 2025

Non-vested, September 30, 2025

Note 5 – Commitments and Contingencies

41 unchanged sentences

cash compensation program for the Scientific Advisory Board.

As of June 30, 2025, the Company has accrued $ 177,309 related to Mr.

As of September 30, 2025, the Company has accrued $ 177,309 related to

Hsu’s Scientific Advisory Board compensation.

8 unchanged sentences

product in any of the included territories, which begins upon the first commercial sale in such territory and ends on the latest of (i)

ten years after such sale, (ii) the expiration of regulatory or marketing exclusivity for such licensed product in such country, or (c)

ten years after such sale, (ii) the expiration of regulatory or marketing exclusivity for such licensed product in such country, or (iii)

the expiration of the last to expire valid patent claim in such country covering such licensed product.

5 unchanged sentences

(at Cortice’s option) upon:

(i) meeting the primary endpoint a pivotal trial for a licensed product – either $15.0 million

(i) meeting the primary endpoint of a pivotal trial for a licensed product – either $15.0 million

or 686 shares of Company common stock;

(ii) FDA acceptance of an New Drug Application for a licensed product – either $30.0 million

(ii) FDA acceptance of a New Drug Application for a licensed product – either $30.0 million

or 1,371 shares of Company common stock;

10 unchanged sentences

During the year ended December

31, 2024, the Company issued 956 Shares with a fair value of $ 596,303 pursuant to the Cortice Agreement.

As of June 30, 2025, there were

no accruals related to the milestone payments.

31, 2024, the Company issued 956 shares of common stock with a fair value of $ 596,303 pursuant to the Cortice Agreement.

As of September

30, 2025, there were no accruals related to the milestone payments.

Note 6 – Subsequent Events

In July 2025, the Company received $844 in net cash proceeds from the

exercise of 70,333 Pre-Funded Warrants with an exercise price of $0.001.

Pursuant to the terms of the AGP ATM Sales Agreement, the Company is

permitted to sell from time to time through AGP, as sales agent or principal, shares of the Company’s common stock.

to September 30, 2025, the Company has sold 45,710 Shares pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $410,446.

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-Q

Item 1. Financial Statements