What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 60 added, 222 removed, 71 unchanged (80% of the section changed)

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many factors, including those set forth under “Risk Factors” and elsewhere in this Form 10-K.

We are a clinical stage pharmaceutical company

organized as a Nevada corporation in July 2017 to focus on the development of anti-cancer drug candidates for the treatment of brain and

central nervous system tumors, based on intellectual property that we license under license agreement Cortice and own pursuant to a collaboration

and asset purchase agreement with Reata.

We believe our drug candidates, TPI 287 and Berubicin,

may be significant developments in the treatment of Glioblastoma and other CNS malignancies, and if approved by the FDA could give Glioblastoma

patients an important new therapeutic alternative to the current standard of care.

Glioblastoma are tumors that arise from astrocytes,

which are star-shaped cells making up the supportive tissue of the brain.

These tumors are usually highly malignant (cancerous) because

the cells reproduce quickly, and they are supported by a large network of blood vessels.

TPI 287 is an abeotaxane (derived from the taxane

family of drugs) and Berubicin is an anthracycline.

Both of these are classes of drugs that are among the most powerful and extensively

used chemotherapy drugs known.

Based on clinical and preclinical data, we believe TPI 287 is the first taxane to appear to cross the BBB

and Berubicin is the first anthracycline to appear to cross the BBB, both in significant concentrations targeting brain cancer cells.

While our focus is currently on the development of TPI 287 and Berubicin, we are also in the process of attempting to secure intellectual

property rights to additional compounds that we plan to develop into drugs to treat CNS cancers.

TPI 287 represents a promising candidate for treating

cancers involving the CNS, as well as those that have become resistant to traditional taxane therapies.

While it has shown promise in

limited clinical trials, further clinical development is necessary to determine its future in neuro-oncology.

TPI 287 is an abeotaxane

and is an investigational chemotherapy agent classified as a third-generation taxane derivative.

It was developed to address some of the

limitations of earlier taxanes like paclitaxel (Taxol) and docetaxel (Taxotere), particularly issues related to drug resistance and poor

penetration of the BBB.

As a synthetic, lipophilic compound, TPI 287 is designed to be brain-penetrant, allowing it to reach CNS tumors

more effectively than its predecessors.

Like other taxanes, TPI 287’s mechanism of action is to stabilize microtubules, which disrupts

cell division and induces apoptosis.

However, one of its notable advantages is its reduced susceptibility to drug efflux pumps such as

P-glycoprotein (P-gp), a common mechanism by which cancer cells develop resistance to chemotherapy.

This feature gives TPI 287 potential

utility in treating drug-resistant cancers in the CNS.

TPI 287 had previously been granted Orphan Drug Designation

ODD from the FDA is available for drugs targeting diseases with less than 200,000 cases per year.

ODD may enable market exclusivity

of 7 years from the date of approval of a NDA in the United States.

During that period the FDA generally could not approve another product

containing the same drug for the same designated indication.

Orphan drug exclusivity will not bar approval of another product under certain

circumstances, including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior

to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company

with orphan drug exclusivity is not able to meet market demand.

The ODD strengthens our intellectual property protections although the

Company is exploring if there are other patents that could be filed related to TPI 287 to extend additional protections.

Berubicin was discovered at UTMDACC by Dr.

Priebe, the founder of the Company.

Through a series of transactions, Berubicin was initially licensed to Reata.

Reata initiated several

Phase I clinical trials with Berubicin for CNS malignancies, one of which was for malignant gliomas, but subsequently allowed their IND

with the FDA to lapse for strategic reasons.

This required us to obtain a new IND for Berubicin before beginning further clinical trials.

On December 17, 2020, we announced that our IND application with the FDA for Berubicin for the treatment of Glioblastoma Multiforme was

We dosed the first patient in this trial during the third quarter of 2021.

Correspondence between the Company and the FDA resulted

in modifications to our initial trial design, including designating overall survival (OS) as the primary endpoint of the study.

a rigorous endpoint that the FDA has recognized as a basis for approval of oncology drugs when a statistically significant improvement

can be shown relative to a randomized control arm.

We do not have manufacturing facilities and all

manufacturing activities are contracted out to third parties.

Additionally, we do not have a sales organization.

On November 21, 2017, we entered into a Collaboration

and Asset Purchase Agreement with Reata (the “Reata Agreement”).

Pursuant to the Reata Agreement we purchased all of Reata’s

intellectual property and development data regarding Berubicin, including all trade secrets, knowhow, confidential information and other

intellectual property rights.

On December 28, 2017, we obtained the rights to

a worldwide, exclusive royalty-bearing, license to the chemical compound commonly known as Berubicin from HPI in an agreement we refer

to as the HPI License.

HPI is affiliated with our founder, Dr.

Under the HPI License we obtained the exclusive right to develop

certain chemical compounds for use in the treatment of cancer anywhere in the world.

In the HPI License we agreed to pay HPI:

(i) development

fees of $750,000 over a three-year period beginning November 2019;

(ii) a 2% royalty on net sales;

(iii) a $50,000 per year license fee;

(iv) milestone payments of $100,000 upon the commencement of a Phase II trial and $1.0 million upon the approval of an NDA for Berubicin;

and (v) 3 shares of our common stock.

The patents we licensed from HPI expired in March 2020.

On March 23, 2025, the Company terminated

the HPI License.

On June 10, 2020, the FDA granted Orphan Drug Designation

(“ODD”) for Berubicin for the treatment of malignant gliomas.

The ODD now constitutes our primary intellectual property protection

for Berubicin although the Company is exploring if there are other patents that could be filed related to Berubicin to extend additional

On January 10, 2020, we entered into a Patent and Technology License Agreement

(the “WP1244 Agreement”) with The Board of Regents of The University of Texas System, an agency of the State of Texas, on

behalf of the UTMDACC.

Pursuant to the WP1244 Agreement, we obtained a royalty-bearing, worldwide, exclusive license to certain intellectual

property rights, including patent rights, related to our portfolio of WP1244 drug technology.

On April 25, 2024, UTMDACC provided notice

to us if its intent to terminate the WP1244 Agreement if we fail to pay the annual maintenance fee of $50,000, as well as $1,300 in expenses.

On May 25, 2024 the WP1244 Agreement was terminated.

There are no termination penalty provisions in the Agreement.

On July 24, 2021, the Company received Fast Track

Designation from the FDA for Berubicin.

Fast Track Designation is designed to facilitate the development and expedite the review

of drugs to treat serious conditions and fill an unmet medical need

On July 29, 2024, the Company entered into an

Exclusive License Agreement and Stock Purchase Agreement (collectively, the “Cortice Agreements”) with Cortice Biosciences,

(“Cortice”) pursuant to which Cortice granted the Company an exclusive license to the intellectual property rights related

to certain patents around the compound TPI 287 in the United States, Canada, Mexico and Japan.

The term of the license will expire, other

than due to a breach of the Cortice Agreements, at the end of the royalty term with respect to any licensed 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) the expiration of the last to

expire valid patent claim in such country covering such licensed product.

Our plan of operations is primarily focused on

completing a clinical trial for TPI 287 and finishing the on-going trial of Berubicin.

We estimate that we have sufficient capital to

take us into the first quarter of 2026, a period during which we would likely expect to initiate a trial of TPI 287, as well as complete

the Berubicin trial including its final analysis.

In addition, we have working capital to fund our operations during this period (with

such operations estimated at $4.5 to $5.0 million per annum).

We do not currently have a firm trial design for TPI 287 so estimates of

development cost are not available, however, regardless of trial design, the cost of bringing TPI 287 to regulatory approval for marketing

will require significant additional financing.

The timing and costs of clinical trials are difficult to predict and as such the foregoing

estimates may prove to be inaccurate.

We have no commitments for such additional needed financing and will likely be required to raise

such financing through the sale of additional equity or debt securities.

Results of Operations for

the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

We are a biotechnology company organized as a Nevada

corporation in July 2017.

We are focused on building a high-value pipeline for neurology and oncology indications that have the potential

to be best-in-class.

We are leveraging our executive team’s experiences in these therapeutic areas to execute our new corporate

strategy, which also includes pivoting from a singular focus on glioblastoma multiforme and exploring out-licensing opportunities for

our legacy assets TPI 287 and Berubicin for which we have intellectual property rights under license agreement with Cortice and own pursuant

to a collaboration and asset purchase agreement with Reata.

Results of Operations for the Year Ended December 31, 2025 Compared

to the Year Ended December 31, 2024 (rounded to the nearest thousand)

General and Administrative Expense

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The increase in general and administrative

expense was mainly attributable to increase of approximately $756,000 in professional expenses, $440,000 in employee compensation.

These changes were offset by decrease of approximately $104,000 in stock-based compensation, $49,000 in insurance expenses, $21,000 in

travel expenses, board of director compensation of $9,000, advertising and marketing of $119,000 and other general and administrative

expenses of $52,000.

expense was mainly attributable to an increase of approximately $34,000 in professional expenses, $913,000 in employee compensation,

$142,000 in travel expenses, $48,000 in insurance expenses and other general and administrative expenses of $44,000.

These changes were

offset by decrease of approximately $575,000 in stock-based compensation and $3,000 in board of director compensation.

Research and Development Expense

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$9,772,000 for the year ended December 31, 2025 compared to approximately $9,290,000 for 2024.

The decrease in research and development

expenses during the period was mainly attributed to the timing of research organization (CRO) expenses and patient treatment costs related

to continued progress with our clinical trial for Berubicin.

Our CRO expenditures are primarily for labor related to activating selected

trial sites, managing patient enrollment processes, collecting and managing data from patient treatments throughout the trial, processing

reimbursement to the sites for patient treatment, and assisting with necessary submissions to amend the IND.

CRO expenditures are expected

to begin to taper off throughout the remainder of the trial as we are no longer activating sites and no longer enrolling patients after

January 2024.

We expect our research and development costs to taper off in the near future as we move toward completion of our clinical

trial for Berubicin primarily due to patients moving from active treatment to follow-up leading to decreasing costs of treating and following

these patients as more patients eventually succumb to their disease, then toward year end 2025 we expect costs related to the future trial

of TPI 287 to begin increasing to levels similar to those seen during our trial of Berubicin.

The change in research and development

expense during the period is primarily attributable to increase in expenditures preparing for a TPI 287 trial including drug manufacturing

as well as other expenses offset by decline in trial costs for the Berubicin trial.

Other Income (Expense)

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$60,000 for the years ended December 31, 2025 and 2024, respectively.

Interest expense was approximately $16,000 and $14,000 for the years ended

December 31, 2024 and 2023, respectively.

Interest and other expenses were approximately $18,000 and $16,000

for the years ended December 31, 2025 and 2024, respectively.

The net loss for the year ended December 31, 2025

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and equity sales.

February 1, 2024, the Company completed a public offering of (i) 889 shares of common stock;

(ii) pre-funded warrants to purchase

4,448 shares of common stock;

(iii) Series A Warrants to purchase up to an aggregate of 5,342 shares of common stock ;

and (iv) Series

B Warrants to purchase up to an aggregate of 5,342 shares of common stock The net proceeds to the Company from the offering were $3,331,000,

after deducting the placement agents’ fees and other offering expenses.

On June 14, 2024, the Company entered into securities

purchase agreements with institutional investors for the sale by the Company of 6,720 shares of common stock and pre-funded warrants to

purchase 601 shares of common stock in lieu thereof in a registered direct offering.

In a concurrent private placement, the Company also

sold to the investors unregistered warrants to purchase up to an aggregate of 7,321 shares of common stock.

The gross proceeds to the

Company from the offering was approximately $1.37 million, resulting in net proceeds, after payment of commissions and expenses, received

by the Company of $1,203,267.

On June 26, 2024, the Company entered into securities

purchase agreements with institutional investors for the sale by the Company of 11,360 shares of common stock in a registered direct offering.

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 11,360

shares of common stock.

The gross proceeds to the Company from the offering were approximately $1.39 million resulting in net proceeds,

after payment of commissions and expenses, received by the Company of $1,221,146.

On July 3, 2024, the Company entered into securities

purchase agreements with institutional investors for the sale by the Company of 28,500 shares of common stock in a registered direct offering.

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 28,500

shares of common stock.

The gross proceeds to the Company from the offering were approximately $1.98 million, before deducting the financial

advisor fees and other estimated offering expenses payable by the Company.

After payment of commissions and expenses, the proceeds received

by the Company was $1,787,000.

On July 26, 2024, the Company entered into a Sales

Agreement (the “AGP ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP”).

Pursuant to the terms

of the AGP ATM Sales Agreement, the Company originally was permitted to sell from time to time through AGP, as sales agent or principal,

shares of the Company’s common stock, par value $0.001 per share with initial aggregate sales price of up to $5.2 million.

30, 2024, the Company increased the aggregate sales price of common shares that may be sold under the AGP ATM Sales Agreement to $25.0

million (not including the original $5.2 million).

On March 20, 2025, the Company increased the aggregate sales price of common shares

that may be sold under the AGP ATM Sales Agreement to $43.5 million (including $6.4 million remaining from the previous increase).

of December 31, 2024, the Company has sold 991,773 shares pursuant to the AGP ATM Sales Agreement for net proceeds of approximately $13.7

$882,539 of the net proceeds was deposited on January 10, 2025.

As of December 31, 2024, the Company recorded a subscription

receivable for $882,539.

On October 23, 2024, the Company entered into securities

purchase agreements with institutional investors for the sale by the Company of 74,000 shares of common stock in a registered direct offering.

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 278,943

shares of common stock.

The gross proceeds to the Company from the offering were approximately $3 million, before deducting the financial

advisor fees and other estimated offering expenses payable by the Company.

After payment of commissions and expenses, the proceeds received

by the Company was $2,725,907.

We estimate that we have sufficient capital to take us into the first quarter

of 2026, a period during which we would likely expect to initiate a trial of TPI 287, as well as complete the Berubicin trial including

its final analysis.

In addition, we have working capital to fund our operations during this period (with such operations estimated at

$4.5 to $5.0 million per annum).

We do not currently have a firm trial design for TPI 287 so estimates of development cost are not available,

however, regardless of trial design, the cost of bringing TPI 287 to regulatory approval for marketing will require significant additional

The timing and costs of clinical trials are difficult to predict and as such the foregoing estimates may prove to be inaccurate.

We have no commitments for such additional needed financing and will likely be required to raise such financing through the sale of additional

equity or debt securities.

On July 26, 2024 we entered into a Sales Agreement

(the “AGP ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP”).

Pursuant to the terms of the AGP

ATM Sales Agreement, we are permitted to sell from time to time through AGP, as sales agent or principal, shares of our common stock.

During the year ended December 31, 2025, we sold 185,521 shares of common stock pursuant to the AGP ATM Sales Agreement for net proceeds

of approximately $9.5 million.

As of December 31, 2025, the Company has sold 268,169 shares of common stock pursuant to the AGP ATM Sales

Agreement for net proceeds of approximately $23.2 million.

On May 13, 2025 we entered into a placement agency

agreement with AGP for the public offering of (i) 27,084 shares of our 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

and the combined purchase price of one Pre-Funded Warrant and one accompanying Common Warrant was $15.17.

Subject to certain ownership limitations, the Warrants

are exercisable immediately upon issuance.

Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share

of $0.001 and expire once such Pre-Funded Warrants are fully exercised.

The Common Warrants are exercisable into one share of Common Stock

at a price per share of $13.68 and expire five years from Initial Exercise Date.

The gross proceeds to the Company from the offering were

approximately $5 million, before deducting the Placement Agent’s fees and other offering expenses.

The closing of this offering

occurred on May 14, 2025.

We estimate that we have sufficient capital to

take us into the third quarter of 2026.

Our strategy is focused on identifying and securing the rights to development stage assets focused

on neurology and oncology indications and advancing any assets we obtain the rights to.

The timing, cost and ultimate success of which

are all difficult to predict and as such the foregoing estimate may prove to be inaccurate.

The cost of advancing any drug candidate will

require significant additional capital.

We have no commitments for such additional needed financing and will likely be required to raise

additional capital through the sale of additional equity or debt securities.

We will need to raise significant

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Net cash used in operating activities was approximately

$17,113,000 and $14,140,000 for the years ended December 31, 2024 and 2023, respectively, and mainly included payments made for drug development

(including the cost of our trial of Berubicin), contract labor, officer compensation, stock-based compensation, marketing

and professional fees to our consultants, attorneys and accountants.

$13,811,000 and $17,113,000 for the years ended December 31, 2025 and 2024, respectively, and mainly included payments made for clinical

trial costs, drug manufacturing and development, officer compensation, insurance, marketing, professional fees to our consultants, attorneys

and accountants and stock-based compensation.

Cash used in investing activities

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expenditures, although we are required to pay certain milestone fees and royalties to Reata and Cortice as described in the section “Overview”

JOBS Act Accounting Election

The Jumpstart Our Business Startups Act of 2012,

or the JOBS Act, exempts an “emerging growth company” such as us from being required to comply with new or revised financial

accounting standards until private companies are required to comply with the new or revised financial accounting standards.

provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

We elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Critical Accounting Policies and Estimates

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and adjustments are made when facts and circumstances dictate a change.

As of December 31, 2024, there was no critical audit estimates.

As of December 31, 2025, there were no critical audit estimates.

Quantitative and Qualitative Disclosure About Market Risk.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis