Canton Strategic Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls Our principal executive officer and principal financial officer evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework - 2013. Based on this assessment and implementation of our remediation plans, management concluded that, as of December 31, 2025, our internal controls over financial reporting were effective. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as issuers that are “emerging growth companies” under the JOBS Act. Changes in Internal Control Over Financial Reporting Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the quarter ended December 31, 2025, none of our directors or executive officers adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Rule 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 54 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE BOARD OF DIRECTORS Set forth below is information concerning the current members of the Board of Directors (the “Board”) of the Company, including their ages as of March 26, 2026, present principal occupations, other business experiences during at least the last five years, membership on standing committees of the Board, public company directorships held during the last five years and certain other directorships. Name Age Audit Committee Compensation Committee NCG Committee Mark Wendland 47 Sireesh Appajosyula 50 Vincent LoPriore 58 Clay Kahler 62 ● ● ● Gary Stetz 63 ● ● ● Jill E. Sommers 57 ● ● ● William Wiley 38 Mark Wendland Mark Wendland has served as a member of our board of directors since November 2025. Mr. Wendland is currently the Chairman of the Board. He was appointed as Chief Executive Officer of the Company and as a director of the Board effective November 6, 2025. Prior to that, Mr. Wendland served in various roles at DRW Holdings LLC, a proprietary trading firm, from July 2019 to June of 2025. Mr. Wendland served as Partner from January 2023 to June 2025, Chief Operating Officer from September 2021 to June of 2025, and Global Treasurer from July 2019 to September 2021. Prior to his time at DRW Holdings LLC, Mr. Wendland served as a Global Treasury Manager at Citadel LLC, a hedge fund and financial services company from September 2003 to January 2019. Mr. Wendland received his B.S. in Business Administration from Carroll College. Sireesh Appajosyula Sireesh Appajosyula has served as a member of our board of directors since July 2021 and was appointed as our Chief Operating Officer in July 2023. Since April 2020, he has served as SVP, Corporate Development and Operations of 9 Meters Biopharma, Inc. (Nasdaq: NMTR) (“9 Meters”), a company focused on rare and unmet needs in gastrointestinal patient populations developing compounds with unique gastrointestinal biology, and since 2018 he has served as Managing Member of Highpoint Pharmaceuticals, LLC, a pharmaceutical research and development company. In addition, since 2015, Mr. Appajosyula has served as Managing Partner of Channel BioConsulting, LLC, a company that assists in enhancing search and evaluation efforts for complementary assets to be added to existing portfolios of biopharmaceutical companies. Prior to joining 9 Meters, Mr. Appajosyula spent approximately 8 years at Salix Pharmaceuticals, Inc. (“Salix”) (Nasdaq: SLXP) in various roles in medical affairs, product commercialization and business development until its acquisition by Bausch Health (Nasdaq: BHC). Prior to Salix, he was involved in various roles at Amgen Inc., Critical Therapeutics, Inc. and Sanofi (formerly Aventis). Mr. Appajosyula received his Bachelor of Science and Doctor of Pharmacy from Rutgers University. We believe Mr. Appajosyula is qualified to serve as a member of our board of directors because of his extensive experience in the biotechnology industry. 55 Vincent LoPriore Vincent LoPriore has served as a member of our board of directors since April 2025. Mr. LoPriore is an experienced financial professional with over 30 years of experience in the investment banking industry. He began his career at Oppenheimer & Co. in 1989 and subsequently held senior positions at Legg Mason, Inc. and partner at C.E. Unterberg, Towbin, where he led the special equities group and completed more than $150 million in private placement transactions. He has served in leadership roles at various boutique and mid-sized investment firms, focusing on capital raising, regulatory navigation. Mr. LoPriore is currently a Partner and licensed representative at President Street Global, LLC, a FINRA-registered broker-dealer. He also serves as the investment manager of the Gravitas Capital LP Fund, with a track record of strong investment performance. Mr. LoPriore has longstanding relationships within the biomedical industry and supports philanthropic initiatives including Race to Erase MS and Cure Addiction Now. Mr. LoPriore’s extensive investment banking experience and sector expertise support his qualifications to serve on the Board of Directors. Clay Kahler Clay Kahler has served as a member of our board of directors since April 2025. Mr. Kahler is an entrepreneur and executive with experience across life sciences, biotechnology, and emerging technologies. He is the Co-founder, Chief Executive Officer, and Managing Director of Spray Labs, LLC, an FDA-registered, cGMP-certified manufacturer specializing in oral spray drug delivery systems, and the Founder and Chief Executive Officer of Gateway Sciences LLC, focused on mental health and regenerative medicine. Mr. Kahler co-founded Helius Medical Technologies, Inc. (NASDAQ: HSDT), where he contributed to early-stage financing, capital markets strategy, and public market development, including a Cooperative Research and Development Agreement (CRADA) with the U.S. Army. Helius achieved significant public market scale during his involvement. He has also been active in U.S. and Canadian public markets across innovative life sciences and emerging technologies, including Gener8 Digital Media Corp., where he supported strategic initiatives leading to the sale of its studio assets to Reliance MediaWorks, part of a global media group, and Velocity Mobile Limited (Velocity Black), which was acquired by Capital One Financial Corporation (NYSE: COF) in 2023. Mr. Kahler’s extensive experience in corporate leadership, capital markets, life sciences, and innovative technologies supports his qualifications to serve on the Board of Directors. Gary Stetz Gary Stetz has served as a member of our board of directors since April 2025. Mr. Stetz is a Certified Public Accountant with over 35 years of experience across accounting, finance, business valuation and corporate governance. Mr. Stetz currently serves as Managing Partner of Stetz, Belgiovine, Manwarren and Wallis P.C., an accounting, auditing, tax compliance and advisory services firm with more than 1,000 corporate clients. His extensive leadership experience includes founding Allegiance Community Bank and serving on the Board of BCB Bancorp. He is co-author of the book Project Management Accounting . He has earned multiple professional credentials, including Certified Mediator, Certified Fraud Examiner, and Chartered Global Management Accountant Mr. Stetz’s extensive expertise in financial forensics, valuation, and regulatory compliance will provide valuable oversight as Canton Strategic continues to build a strong financial and operational foundation. Mr. Stetz’s extensive financial, accounting, and governance experience supports his qualifications to serve on the Board of Directors. Jill E. Sommers Ms. Sommers is an experienced regulatory and public policy professional with nearly three decades of experience in the derivatives and financial markets. She previously served as the Chair of the Derivative Practice Group of Patomak Global Partners until March 2025. Ms. Sommers also served two consecutive terms as a Commissioner of the Commodity Futures Trading Commission from 2007 to 2013. Earlier in her career, Ms. Sommers held senior policy and regulatory roles, including serving as Policy Director and Head of Government Affairs at the International Swaps and Derivatives Association and as Managing Director of Regulatory Affairs at the Chicago Mercantile Exchange. Ms. Sommers currently serves on the boards of directors of Robinhood VF, Miami International Holdings as well as other private companies. She has also served as a board member of Cboe Global Markets, Inc. and the National Futures Association. Ms. Sommers holds a B.A. in Political Science from the University of Kansas. Ms. Sommers brings to the Board extensive experience in derivatives regulation, corporate governance, and public policy. The Board believes that this experience and perspective make her well qualified to serve as a director. 56 William Wiley Mr. Wiley has served as Head of the Equities and Latency Sensitive Business Unit of DRW Holdings, LLC (“DRW”) since October 2025 and has also served as Chief of Staff to DRW’s Founder and Chief Executive Officer since February 2025. From August 2022 to October 2025, Mr. Wiley served as Chief Operating Officer of DRW’s Equities and Latency Sensitive Business Unit, overseeing day-to-day operations and scaling a global, multi-asset electronic trading platform. Prior to DRW, Mr. Wiley served as Global Head of Strategy at Instinet Holdings Inc. (“Instinet”) from April 2018 to August 2022, where he was a member of Instinet’s Global Executive Committee and led firmwide strategy, operations, and strategic transactions across the institutional equities brokerage franchise. From 2010 to 2017, Mr. Wiley held a series of roles at KCG Holdings, Inc. (“KCG”), including Chief Operating Officer of Client Execution Services from September 2013 to July 2017. Mr. Wiley received a B.S. in Business Administration and a B.S. in Economics from Villanova University and is a Chartered Financial Analyst (CFA) charterholder. Mr. Wiley’s extensive experience in capital markets and steering business strategies, together with his track record leading complex global operations, qualifies him to serve on our board. Corporate Governance We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders. Board Composition and Leadership Structure Although the Company does not have a formal policy regarding the separation of its Chair and Chief Executive Officer positions, Mark Wendland serves as Chief Executive Officer of the Company and the Chairman of the Board. Due to the size of our Company, we believe that this structure is appropriate. We believe that the fact that four of the seven members of the Board are independent reinforces the independence of the Board in its oversight of our business and affairs, and provides for objective evaluation and oversight of management’s performance, as well as management accountability. Board’s Role in Risk Oversight Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at periodic Board of Director meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The audit committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of major financial risk exposures, internal control over financial reporting, disclosure controls and procedures and legal and regulatory compliance. The compensation committee assists our Board of Directors in assessing risks created by the incentives inherent in our compensation policies. The nominating and corporate governance committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of corporate, legal and regulatory risk. Committees of our Board of Directors Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies of which are available without charge on our website at www.cantonstrategic.com . In addition from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. 57 Audit Committee Our audit committee is responsible for, among other things: ● approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● reviewing the proposed scope and results of the audit; ● reviewing and pre-approving audit and non-audit fees and services; ● reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● reviewing and approving transactions between us and our directors, officers and affiliates; ● establishing procedures for complaints received by us regarding accounting matters; ● overseeing internal audit functions, if any; and ● preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our audit committee currently consists of Gary Stetz (as the Chair), Clay Kahler and Jill E. Sommers. Our board of directors has affirmatively determined that Clay Kahler, Gary Stetz and Jill E. Sommers each meet the definition of “independent director” under Nasdaq rules, and that they meet the independence standards under Rule 10A-3. Each member of our audit committee meets the financial literacy requirements of Nasdaq. In addition, our board of directors has determined that Gary Stetz qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Compensation Committee Our compensation committee is responsible for, among other things: ● reviewing and recommending the compensation arrangements for management, including the compensation for our chief executive officer; ● establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; ● administering our stock incentive plans; and ● preparing the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our compensation committee currently consists of Gary Stetz (as the Chair), Clay Kahler, and Jill E. Sommers. Our board has determined that Gary Stetz, Clay Kahler and Jill E. Sommers are each independent directors under Nasdaq rules. Nominating and Governance Committee Our nominating and governance committee is responsible for, among other things: ● nominating members of the board of directors; ● developing a set of corporate governance principles applicable to our Company; and ● overseeing the evaluation of our board of directors. Currently, our nominating and corporate governance committee consists of Gary Stetz, Clay Kahler (as the Chair), and Jill E. Sommers. Our Board has determined that Gary Stetz, Clay Kahler and Jill E. Sommers are each independent directors under Nasdaq rules. Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is filed as an exhibit to our Annual Report on Form 10-K. We intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. 58 Anti-hedging As part of our Insider Trading Policy, all of our officers, directors, employees and consultants and family members or others sharing a household with any of the foregoing or that may have access to material non-public information regarding our Company are prohibited from engaging in short sales of our securities, any hedging or monetization transactions involving our securities and in transactions involving puts, calls or other derivative securities based on our securities. Our Insider Trading Policy further prohibits such persons from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan unless pre-cleared by our Insider Trading Compliance Officer. Family Relationships There are no family relationships among any of our executive officers or directors. Arrangements between Officers and Directors Except as set forth herein regarding Mr. Toomey and Mr. Wendland, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company. Involvement in Certain Legal Proceedings We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K. Policy for the Recovery of Erroneously Awarded Compensation Our Board adopted a Policy for the Recovery of Erroneously Awarded Compensation. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our Section 16 officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation, but there will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, a Section 16 officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board or a committee thereof as directed by the Board concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former Section 16 officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. EXECUTIVE OFFICERS Our executive officers as of December 31, 2025, and their respective ages, are as follows: Name Age Position Mark Wendland 47 Chief Executive Officer and Chairman of the Board Mark Toomey 56 President Jacob Asbury 52 Chief Financial Officer 59 Mark Wendland Biographical information pertaining to Mr. Wendland, who is both an executive officer and a director of the Company, can be found in “Board of Directors” above. Mark Toomey Mark Toomey was appointed as President of the Company effective November 6, 2025. Since March 2025, Mr. Toomey has served as the Managing Director and Head of Business Development for Liberty City Ventures, a venture capital firm that focuses on investing in early-stage blockchain and technology companies. Prior to his time at Liberty City Ventures, Mr. Toomey served as the Head of Distribution for Galaxy Digital, a digital asset and artificial intelligence company, from March 2021 to March 2025. Prior to Galaxy Digital, Mr. Toomey served as the Head of Pensions, Endowments and Foundations at J.P. Morgan from 2019 to March 2021. Prior to his time at J.P. Morgan, Mr. Toomey served as the Managing Director and Head of Institutional Equity Derivatives at Goldman Sachs. Mr. Toomey received his B.A. in American Studies from Syracuse University and his MBA from Georgetown University. Jacob Asbury Jacob Asbury was appointed as Chief Financial Officer of the Company effective December 10, 2025. Mr. Asbury served as Chief Financial Officer of Clear Street Group, Inc. from September 2021 to December 2023, after which he led an independent advisory practice focused on financial systems implementation, reporting optimization, and process automation from January 1, 2024 to date. Mr. Asbury also served as Chief Financial Officer of Performance Flight & Custom Jet Charters from June 2020 to September 2021, and as Chief Financial Officer of Instinet Incorporated from 2010 to 2020. Mr. Asbury holds a bachelor’s degree from the University of Vermont. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, our principal accounting officer and persons who beneficially own more than 10% of our common stock to file with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2025, filed with the SEC and on written representations by our directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2025, except that one Form 4 was inadvertently filed late on July 7, 2025 on behalf of Anderson Kelly; one Form 3 was inadvertently filed late on August 29, 2025 on behalf of Rickel Nancy Davis; one Form 3 was inadvertently filed late on August 22, 2025 on behalf of Kahler Thomas Clay; one Form 3 was inadvertently filed late on behalf of Liddy James Gordon; one Form 3 was inadvertently filed late on August 20, 2025 on behalf of LoPriore Vincent; and one Form 3 was inadvertently filed late on August 20, 2025 on behalf of Stetz Gary S. 60 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table For the fiscal year ended December 31, 2025, the Company’s principal executive officers and additional officers (collectively the “named executive officers”) were: ● Mark Wendland, Chief Executive Officer; ● Mark Toomey, President; ● Jacob Asbury, Chief Financial Officer. ● Randy Milby, former Chief Executive Officer and President; ● Sireesh Appajosyula, former Interim Chief Financial Officer and former Chief Executive Officer; Name and Principal Position Year Salary ($) Bonus ($) Option awards ($) (6)(7)(8) Other (9) Total ($) Mark Wendland 2025 $ 83,333 $ 275,000 $ - - $ 358,333 Chief Executive Officer (1) 2024 $ - $ - $ - - $ - Mark Toomey 2025 $ 83,333 $ 125,000 $ - - $ 208,333 President (2) 2024 $ - $ - $ - - $ - Jacob Asbury 2025 $ 22,500 $ 7,671 $ - - $ 30,171 Chief Financial Officer (3) 2024 $ - $ - $ - - $ - Randy Milby 2025 $ 357,503 $ - $ 121,112 139,847 $ 618,462 Former Chief Executive Officer (4) 2024 (6) $ 517,769 $ 312,600 $ 128,965 - $ 959,334 Sireesh Appajosyula 2025 $ 376,255 $ 2,285,000 $ 214,315 5,974 $ 2,881,544 Former Interim Chief Financial Officer, Chief Operating Officer and Chief Executive Officer (5) 2024 (7) $ 407,108 $ 208,400 $ 85,117 - $ 700,625 (1) Mr. Wendland was appointed on November 6, 2025 and received no compensation for 2024. Mr. Wendland received sign-on bonus of $150,000, which was paid in January 2026, and bonus of $125,000 for 2025 which was paid in February 2026. (2) Mr. Toomey was appointed on November 6, 2025 and received no compensation for 2024. Mr. Toomey received bonus of $125,000 which was paid in February 2026 (3) Mr. Asbury was appointed on December 10, 2025 and received no compensation for 2024. Mr. Asbury received a bonus for 2025 which was paid in February 2026. (4) Mr. Milby served as the Chief Executive Officer from July 2023 to June 2025. (5) Mr. Appajosyula served as the Chief Operating Officer from July 2023 to June 2025, as the Chief Executive Officer from June 2025 to November 2025, and served as the Interim Financial Officer from November to December 2025. Mr. Appajosyula received a bonus of $385,000 for 2025 which was paid in 2025 and a discretionary bonus of $1.9 million associated with the Crypto Offering which was paid in November 2025. (6) For the year ended December 31, 2024, Mr. Milby was compensated with bonus of $312,600, to be paid 50% through cash bonus and 50% equity bonus awarded through stock options. In addition, Mr. Milby received stock options to purchase 57,707 shares of common stock as set forth in the employment agreement. See Note 6 to our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 26, 2025. (7) For the year ended December 31, 2024, Mr. Appajosyula was compensated with bonus of $208,400, to be paid 50% through cash bonus and 50% equity bonus awarded through stock options. In addition, Mr. Appajosyula received stock options to purchase 38,087 shares of common stock as set forth in the employment agreement. See Note 6 to our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 26, 2025. (8) Reflects the aggregate grant date fair value of stock options granted during the fiscal year calculated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made by us in determining the grant date fair value of our equity awards see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. (9) All other compensation consists of separation payments pursuant to a severance agreement with Mr. Milby for $133,500 and 401k employer contributions of $6,347 for Mr. Milby and $5,974 for Mr. Appajosyula. 61 Narrative Disclosure to Summary Compensation Table Except as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company. Employment Agreements Employment Agreement with Mark Wendland On November 6, 2025, in connection with the PIPE Transaction, the Company entered into an employment agreement with Mr. Wendland setting forth the terms and conditions of his employment as the Company’s Chief Executive Officer (the “Wendland Employment Agreement”). Under the terms of his employment agreement, Mr. Wendland is entitled to receive (i) an annual base salary of $500,000, subject to review and adjustment by the Company from time to time, (ii) a one-time sign-on bonus of $150,000, (iii) eligibility for an annual performance-based cash bonus, (a) for 2025, in a minimum amount equal to $125,000 and (b) for 2026, in an amount equal to $500,000, plus an additional amount as determined by the Board, in its sole and absolute discretion, with a target equal to $250,000, and (c) for calendar years after 2026, in an amount determined by the Board in its sole and absolute discretion, in each case subject to continuous employment with the Company. Mr. Wendland will also be eligible to receive a grant of time-based and performance-based restricted stock units equal to 1.0% of the Company’s common stock on a fully diluted basis following the closing of the PIPE Transaction, subject to Board approval, vesting conditions established by the Board (or its compensation committee) and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms. In the event Mr. Wendland terminates his employment for “good reason” or the Company terminates his employment without “cause” (as defined in his employment agreement), he is entitled to receive the following benefits, subject to the execution of a general release of claims in the Company’s favor and obligations regarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; (iv) twelve (12) months of base salary; provided, however, that if his employment is terminated by us without “cause” or if he terminates for “good reason” prior to the date in calendar year 2027 that he is to be paid a bonus for his service in calendar year 2026, then the severance pay is equal to $1,000,000; and (v) if he terminates for “good reason” or we terminate their employment without “cause” within twelve (12) months following a change in control (as defined in his employment agreement), all unvested time-vesting conditions of the restricted stock unit awards accelerate and vest in full. In the event Mr. Wendland voluntarily resigns other than for “good reason” (as defined in his employment agreement) or his employment is terminated by us for “cause,” (as defined in his employment agreement) he will be entitled to (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy. 62 Employment Agreement with Mark Toomey On November 6, 2025, in connection with and as a result of the consummation of the PIPE Transaction, the Company entered into an employment agreement with Mr. Toomey setting forth the terms and conditions of his employment as the President of the Company (the “Toomey Employment Agreement”). Under the terms of his employment agreement, Mr. Toomey will be entitled to receive (i) an annual base salary of $500,000, subject to review and adjustment by the Company from time to time, (ii) eligibility for an annual performance-based cash bonus, (a) for 2025, in a minimum amount equal to $125,000, (b) for 2026, in a minimum amount equal to $500,000, and (c) for calendar years after 2026, in an amount determined by the Board in its sole and absolute discretion, subject to continuous employment with the Company. Mr. Toomey will also be eligible to receive a grant of time-based and performance-based restricted stock units equal to 0.9% of the Company’s common stock on a fully diluted basis following the closing of the PIPE Transaction, subject to Board approval, vesting conditions established by the Board (or its compensation committee) and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms. In the event Mr. Toomey terminates his employment for “good reason” or the Company terminates his employment without “cause” (as defined in his employment agreement), he is entitled to receive the following benefits, subject to the execution of a general release of claims in the Company’s favor and obligations regarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; (iv) twelve (12) months of base salary; (v) an amount equal to any unpaid portion of his 2025 bonus and 2026 bonus as of the date of termination; and (vi) if he terminates for “good reason” or we terminate their employment without “cause” within twelve (12) months following a change in control (as defined in his employment agreement), all unvested time-vesting conditions of the restricted stock unit awards accelerate and vest in full. In the event Mr. Toomey voluntarily resigns other than for “good reason” (as defined in his employment agreement) or his employment is terminated by us for “cause,” (as defined in his employment agreement) he will be entitled to (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy. Employment Agreement with Jacob Asbury Jacob Asbury was appointed as the Chief Financial Officer on December 10, 2025. In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Asbury setting forth the terms and conditions of his employment with the Company (the “Asbury Employment Agreement”) dated December 10, 2025. Under the terms of the Asbury Employment Agreement, Mr. Asbury will be entitled to receive: (i) an annual base salary of $300,000, subject to review and adjustment by the Company from time to time; and (ii) eligibility for an annual cash-based performance bonus, in an amount determined by the Board in its sole and absolute discretion, with a target amount equal to $100,000, subject to continuous employment with the Company. Mr. Asbury will also be eligible to receive grants of time-based and/or performance-based equity awards, in a form and amount determined by the Board in its sole and absolute discretion, subject to Board approval, vesting conditions established by the Board (or its compensation committee) and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions. The Asbury Employment Agreement provides that Mr. Asbury’s employment is at will and may be terminated by either party at any time, with or without cause or notice. The Asbury Employment Agreement provides that in the event Mr. Asbury terminates his employment for “good reason” (as defined in the Asbury Employment Agreement) or the Company terminates his employment without “cause” (as defined in the Asbury Employment Agreement), he is entitled to receive the following benefits, subject to his execution of a general release of claims in the Company’s favor and obligations regarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; and (iv) twelve (12) months of base salary. 63 In the event Mr. Asbury voluntarily resigns other than for “good reason” (as defined in the Asbury Employment Agreement) or his employment is terminated by us for “cause” (as defined in the Asbury Employment Agreement), he will be entitled to receive: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy. Employment Agreement with Sireesh Appajosyula We originally entered into an employment agreement with Sireesh Appajosyula, to serve as our Chief Operating Officer on July 6, 2023. Such employment agreement was subsequently amended, including, but not limited to, on June 11, 2025, in connection with Mr. Appajosyula’s appointment as the Chief Executive Officer of the Company. The Appajosyula Employment Agreement shall continue for a period of five years and, thereafter, shall automatically renew for successive one year terms unless either party provides the other party with written notice of non-renewal at least 60 days prior to the last day of the then current term. Pursuant to the Appajosyula Employment Agreement, Mr. Appajosyula shall: (i) receive a base salary of $285,000 per year, which may be increased by the Board; (ii) be eligible to receive an annual bonus equal to 60% of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion; (iii) shall be eligible to receive equity-based compensation awards as determined by the Company; (iv) receive reimbursement of reasonable business expenses; and (v) receive such other benefits that the Company may make available to its senior executives from time to time along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. In the event Mr. Appajosyula’s employment is terminated by the Company other than as a result of his death or Disability and other than for Cause, or if Mr. Appajosyula terminates his employment for Good Reason (as defined in the Appajosyula Employment Agreement), then, in addition to accrued compensation, the Company shall (i) continue to pay Mr. Appajosyula’s base salary and provide health benefits for a period of 12 months following the termination date or, in the case of benefits, such time as Mr. Appajosyula receives equivalent coverage and benefits under plans and programs of a subsequent employer; and (ii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Company (other than any severance plans or programs). In addition, all unvested time-based equity awards (including Restricted Shares and Stock Options) shall be immediately and fully accelerate and become vested Moreover, Stock Options that have vested as of the termination date shall remain exercisable until the earlier of (i) 60 months following such termination and (ii) the expiration date of the Stock Option. Employment Agreement with Randy Milby We originally entered into an employment agreement with Randy Milby, to serve as our President and Chief Executive Officer, on January 1, 2019. Such employment agreement was subsequently amended, including, but not limited to, on January 1, 2021, to reflect such that in lieu of base salary, Mr. Milby would receive stock options to purchase 18,939 shares of our common stock per month at an exercise price of $7.822 per share effective January 1, 2021 until funding meets or exceeds $5,000,000, after which time, cash compensation of $300,000 per year would be paid. The amendment also provided for a base salary of $435,000 after we received funding greater than $5,000,000, or we completed an initial public offering or similar transaction as set forth in the employment agreement. In addition, if Mr. Milby raised more than $5,000,000, he would receive a grant of stock options to acquire 30,303 shares of our common stock with an exercise price based upon the most recent 409A valuation. Subsequently, on January 20, 2021, we entered into a further amendment to the employment agreement pursuant to which Mr. Milby would receive a base salary of $200,000. On June 1, 2021, we entered into an Amended and Restated Employment Agreement, as amended on September 24, 2021 (the “Amended and Restated Milby Employment Agreement”), with Randy Milby pursuant to which Mr. Milby continues to serve as our President and Chief Executive Officer. The term of the Amended and Restated Milby Employment Agreement commenced upon the closing of our initial public offering and continues for a period of five years and automatically renews for successive one-year periods at the end of each term unless either party provides written notice of their intent not to review at least 60 days prior to the expiration of the then effective term. Pursuant to the Amended and Restated Milby Employment Agreement, Mr. Milby will receive an annual base salary of $485,000, which may be increased from time to time, and shall be eligible to receive an annual cash bonus equal to 55% of his then base salary based upon the achievement of Company and individual performance targets established by our board. In addition, in the first year in which our “market capitalization” (as defined in the Amended and Restated Milby Employment Agreement) equals or exceeds (i) $250 million, Mr. Milby shall receive a cash payment of $150,000; (ii) $500 million, Mr. Milby shall receive a cash payment of $350,000; and (iii) $1 billion, Mr. Milby shall receive a cash payment of $750,000. Furthermore, on January 14, 2022, Mr. Milby was granted an option to purchase 757,575 shares of our common stock at an exercise price of $4.00 per share which shall vest over a 48-month period commencing 12 months after the date of grant. This shall be in addition to any additional equity-based compensation awards we may grant Mr. Milby from time to time. On July 6, 2023, we entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with Mr. Milby. The CEO Employment Agreement has the same terms as of the Amended and Restated Milby Employment Agreement except, Mr. Milby shall (i) receive a base salary of $500,000 per year, which may be increased by the Board; and (ii) be eligible to receive an annual bonus equal to 60% of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion. In addition, in the event Mr. Milby’s employment is terminated by the Company other than as a result of his death or Disability (as defined in the CEO Employment Agreement) and other than for Cause (as defined in the CEO Employment Agreement), or if Mr. Milby terminates his employment for Good Reason (as defined in the CEO Employment Agreement), then, in addition to the Accrued Compensation (as defined below), the Company shall continue to pay Mr. Milby’s base salary and provide health benefits for a period of 18 months following the termination date and all Restricted Shares and Stock Options (each as defined in the CEO Employment Agreement) that have not vested as of the date of termination shall be forfeited and outstanding unvested time-based equity awards shall be accelerated in accordance with the applicable vesting schedule as if Mr. Milby had been in service for an additional 12 months as of the termination date. 64 Pursuant to the Amended and Restated Milby Employment Agreement and the CEO Employment Agreement, Mr. Milby’s employment may be terminated (i) by us for Cause (as defined in the Amended and Restated Milby Employment Agreement and the CEO Employment Agreement); (ii) upon Mr. Milby’s death; (iii) upon Mr. Milby’s Disability (as defined in the Amended and Restated Milby Employment Agreement); (iv) or by Mr. Milby for Good Reason (as defined in the Amended and Restated Milby Employment Agreement). In the event Mr. Milby’s employment is terminated, we shall pay Mr. Milby his then base salary through the last day of his employment, the reimbursement of expenses incurred on or prior to the termination date and any earned but unpaid bonus (collectively, the “Accrued Compensation”). In the event Mr. Milby’s employment was terminated as a result of his death or Disability, we were to pay Mr. Milby (i) the Accrued Compensation, (ii) his then base salary through the date which is 90 days after his death or Disability and (iii) such other or additional benefits as may be provided under our employee benefit plans, programs and arrangements (collectively, the “Plans”). In addition, all shares of our capital stock that are subject to vesting and all stock options that are scheduled to vest on or before the next succeeding anniversary of the effective date of the Amended and Restated Milby Employment Agreement were to be accelerated and deemed to have vested as of the termination date. All shares and options that have not vested as of the date of termination were to be forfeited. Any stock options that have vested as of the termination date shall remain exercisable until the earlier of (i) 60 months after the termination date and (ii) the expiration date of the option (all payments to be paid upon Mr. Milby’s death or Disability are hereinafter referred to as the “Death and Disability Severance”). Any payments that shall be made to Mr. Milby as a result of his Disability shall be contingent upon Mr. Milby executing a general release within 21 days of separation from service. In the event Mr. Milby’s employment was terminated for Cause, Mr. Milby was to receive (i) the Accrued Compensation and (ii) such other and additional benefits, if any, as may be required pursuant to the Plans, and all shares that have not vested as of the termination date shall be forfeited while all stock options that are vested as of the termination date shall remain exercisable for 90 days after such termination (all payments to be paid upon termination of Mr. Milby’s termination for Cause are hereinafter referred to as the “Cause Severance”). If Mr. Milby’s employment is terminated other than for death, Disability or Cause, including if Mr. Milby’s employment is terminated for Good Reason, then, subject to the execution of a separation agreement within 60 days from the separation of service, we shall pay Mr. Milby, (i) the Accrued Compensation, (ii) his then base salary and provide him with health benefits for a period of 12 months following the effective date of his separation from service and (iii) provide such other or additional benefits, if any, as may be provided under the Plans. Furthermore, all shares and stock options that have not vested as of the termination date shall be forfeited, and any stock options that have vested as of the termination date shall remain exercisable until the earlier of (i) 60 months following such termination and (ii) the termination date of such option (all payments to be paid upon Mr. Milby’s termination other than for death, Disability or Cause, including Good Reason, are hereinafter referred to as the “Other Severance” and together with the Death and Disability Severance and the Cause Severance, “Severance”). In the event Mr. Milby’s employment is terminated either (i) by us without Cause at any time within 12 months prior to the consummation of a Change of Control (as defined in the Amended and Restated Milby Employment Agreement), (ii) by Mr. Milby for Good Reason at any time within 12 months after the consummation of a Change of Control or (iii) by us without Cause at any time upon or within 12 months after the consummation of a Change of Control, then Mr. Milby shall (A) be entitled to the acceleration and vesting in full of any then outstanding and unvested equity award, with options continuing to be exercisable for 60 months following termination (or, if earlier, their expiration date) and (B) all Severance; provided, however, that such Severance amount shall equal two times the sum of Mr. Milby’s then base salary and target bonus and the Severance period shall be 24 months. As noted above, Mr. Milby resigned from the Company in June 2025. Equity Grant Practices Policies and Practices Regarding the Grant of Equity Awards We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing of equity award grants. We may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only with an exercise price at or above the closing market price of our common stock on the date of grant. 65 While we do not grant stock options in anticipation of, or immediately following, the release of material nonpublic information about our Company, the SEC has adopted Item 402(x) of Regulation S-K, which requires companies to disclose certain information in the event stock options were granted within four business days before or one business day after the filing of a 10-Q or 10-K, or the filing or furnishing of an 8-K that discloses material nonpublic information. We granted certain equity awards to individuals who were named executive officers or directors at the time of grant. These stock option awards were approved by the Compensation Committee in September 2025. The Company did not grant such awards at the time of approval due to a lack of sufficient share reserve under the 2023 Omnibus Equity Incentive Plan. Following a shareholders’ approval in October 2025, the authorized shares under the 2023 Omnibus Equity Incentive Plan was increased. The Company subsequently effected a related registration statement on Form S-8 in late October 2025. The final grants of the approved equity awards happened during the period beginning four business days before and ending one business day after the filing of a current report on Form 8-K. As such, the following tabular disclosure of our 2024 stock option grants is required by Item 402(x) Name Grant date Number of securities underlying the award Exercise price of the award ($/Sh) Grant date fair value of the award Percentage Change in Market Price of Underlying Securities Between Grant Date and Filing Date Sireesh Appajosyula 11/03/2025 20,000 3.075 $ 46,500 24.6 % Nancy Davis 11/03/2025 5,000 3.075 $ 11,625 24.6 % Clay Kahler 11/03/2025 17,500 3.075 $ 40,688 24.6 % James Liddy 11/03/2025 5,000 3.075 $ 11,625 24.6 % Vincent LoPriore 11/03/2025 90,000 3.075 $ 209,252 24.6 % Sanam Parikh 11/03/2025 5,000 3.075 $ 11,625 24.6 % Gary Stetz 11/03/2025 32,500 3.075 $ 75,563 24.6 % Except for disclosed above, no stock option grants were made to any of our named executive officers during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards. 2017 Stock Incentive Plan Our board of directors and our stockholders approved the 2017 Stock Incentive Plan (“2017 Plan”) on March 30, 2017, which allowed for the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, and other stock-based awards to the employees, officers, directors and individual consultants of the Company. 2019 Stock Incentive Plan Our board of directors and our stockholders approved the 2019 Stock Incentive Plan (“2019 Plan”) on July 24, 2019, which allowed for the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, and other stock-based awards to the employees, officers, directors and individual consultants of the Company. 2023 Omnibus Equity Incentive Plan Our board of directors and our stockholders approved the 2023 Omnibus Equity Incentive Plan (“2023 Equity Incentive Plan”) on August 17, 2023, which allowed for the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, and other stock-based awards to the employees, officers, directors and individual consultants of the Company. On October 9, 2025, our stockholders approved on a special meeting to increase the shares of common stock reserved for issuance thereunder from 792,602 shares to 2,000,000 shares. On January 30, 2025, our stockholders further approved on a special meeting to increase the shares of common stock reserved for issuance by 7,000,000 shares. Bonus Arrangements Pursuant to the terms of the executive employment agreements described above, the Company, through the Board, has the discretion to determine the amounts of the annual incentive bonus payments which executives may receive. Based on the review of the Company’s performance for the calendar year 2025, the board, in its sole discretion, determined to pay the bonuses to the named executive officers listed in the summary compensation table above. 66 Employee Benefit Plans To the extent eligible under the applicable plans and programs, an executive and an executive’s family are entitled to participate in the Company’s medical, dental, and vision plans. Outstanding Equity Awards as of December 31, 2025 The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2025. OPTION AWARDS Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Sireesh Appajosyula 03/21/2022 134 - - $ 498.75 03/21/2032 11/07/2023 67 - - $ 59.14 11/07/2033 08/09/2024 38,087 - - $ 2.925 08/09/2034 01/13/2025 52,875 - - $ 1.93 01/13/2035 08/04/2025 90,000 - - $ 1.33 08/04/2035 11/03/2025 20,000 - - $ 3.075 11/03/2035 Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. Directors are reimbursed for out-of-pocket expenses incurred for reasonable travel and other business expenses in connection with their service as directors. Name Fees Earned or Paid in Cash ($) Option Awards ($)(1) Total ($) Sanam Parikh 53,214 $ 49,286 $ 102,500 Vincent LoPriore 14,942 $ 307,824 $ 322,766 Clay Kahler 54,002 $ 89,974 $ 143,976 Gary Stetz 67,624 $ 124,849 $ 192,473 Kelly Anderson 58,400 $ - $ 58,400 Nancy Davis 16,875 $ 60,911 $ 77,786 James Gordon Liddy 38,111 $ 60,911 $ 99,022 (1) The amounts reported do not reflect the amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted to our non-employee directors during the year ended December 31, 2025, as computed in accordance with the Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions. See Note 6 - Stock-Based Compensation to our audited consolidated financial statements for the year ended December 31, 2025 included herein for more information regarding the Company’s accounting for share-based compensation plans. As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. 67 The following table provides information regarding the additional annual compensation (paid on a quarterly basis) each non-employee director earns for service as a member of any committee of the board of directors for the fiscal year ended December 31, 2025: Position Retainer Board member $ 65,600 Audit committee chair 15,000 Audit committee member 7,500 Compensation committee chair 8,000 Compensation committee member 4,000 Nominating and corporate governance chair 6,000 Nominating and corporate governance member 3,000 Following the closing of the November PIPE Transaction, the Company adopted a director compensation program under which each non-employee director receives an annual cash retainer of $100,000. Members of the Board are also eligible to receive annual equity awards valued at $100,000, granted in the form of stock options, which vest in equal quarterly installments following the grant date, subject to continued service. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information about our equity compensation plans as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holder 657,042 (1) $ 4.32 802,671 (2) Equity compensation plans not approved by security holder - - - Total 657,042 (1) 4.32 802,671 (2) (1) This number includes the following: 120 shares subject to outstanding options granted under the 2017 Plan, 893 shares subject to outstanding options granted under the 2019 Plan, and 656,029 shares subject to outstanding options granted under the 2023 Plan. The Company will not issue any additional awards under the 2017 and 2019 Plans. (2) This number represents shares available for issuance under the 2023 Plan. See “Item 11 Executive Compensation - Equity Grant Practices” for more information of our equity compensation plans. 68 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the ownership of our common stock as of March 26, 2026 by: (i) each director; (ii) each of our named executive officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of common stock issuable pursuant to the vesting of warrants and the exercise of stock options that are either immediately exercisable or exercisable within 60 days of March 26, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants or options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. This table is based on information supplied by officers, directors and principal stockholders and Schedule 13D, Schedule 13G and Section 16 filings, if any, with the SEC. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Canton Strategic Holdings, Inc., 34 Shrewsbury Ave, Suite 1C, Red Bank, New Jersey, 07701. As of March 26, 2026, we had 56,656,271 shares of common stock outstanding. Except as indicated by the footnotes below, we believe, based on information furnished to us, that each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable. Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percentage Directors and Named Executive Officers: Mark Wendland - - Mark Toomey - - Jacob Asbury - - Angela Dominy Radkowski - - Sireesh Appajosyula (1) 356,652 * Vincent LoPriore (2) 1,942,032 3.37 % Gary Stetz (3) 335,877 * Clay Kahler (4) 67,500 * Jill Sommers - - William Wiley - - All Named Executive Officers and Directors as a Group (10 persons) 3,509,673 6.04 % Shareholders owning beneficially more than 5% of outstanding common stock: SBI Middlefield Investment Limited (5) 17,258,228 9.99 % DRW Canton Investments LLC (6) 17,258,228 9.99 % Broadridge Securities Processing Solutions LLC (7) 17,258,228 9.99 % Legacy Worldwide Investments II Ltd. (8) 16,406,341 9.99 % Digital Asset Corp. (9) 15,121,951 9.99 % Entities affiliated with LCV Blockchain Management, LLC (10) 17,258,228 9.99 % CXGL Holdings LP (11) 9,756,098 9.99 % Canton Foundation (12) 8,194,959 12.64 % Tradeweb Markets (13) 8,129,756 12.55 % New Infrastructure LLC (14) 6,631,782 10.48 % Ark Venture Fund (15) 3,252,033 5.74 % Ken Rickell (16) 3,141,038 5.47 % Leo Mizuhara (17) 3,024,390 5.07 % * Represents less than 1%. (1) Represents (i) 61,564 shares of common stock held directly by Mr. Appajosyula; (ii) 2,593 shares of common stock held by Highpoint Pharmaceuticals, LLC; (iii) 21 shares of common stock held by Channel BioConsulting LLC; (iv) 201,265 shares of common stock issuable upon exercise of options held directly by Mr. Appajosyula; and (v) 91,209 shares of common stock upon exercise of warrants. Sireesh Appajosyula, as the Managing Member of each of Highpoint Pharmaceuticals LLC and Channel BioConsulting LLC, has voting and dispositive power over the securities. The address of Highpoint Pharmaceuticals LLC is 16192 Coastal Highway, Lewes, DE 19958. The address of Channel BioConsulting LLC is 2 Linden Court, Holmdel, NJ 07733. (2) Represents (i) 944,420 shares of common stock held by Gravitas Capital LP; (ii) warrants to purchase up to 679,850 shares of common stock held by Gravitas Capital LP; (iii) warrants to purchase 127,762 shares of common stock held by Entourage Capital Partners LLC, (iv) 190,000 shares of common stock issuable upon exercise of options held directly by Mr. LoPriore. Vincent LoPriore, as Managing Member of Gravitas Capital LP, has voting and dispositive power over the securities. The address of Gravitas Capital LP is 34 Shrewsbury Ave, Red Bank, NJ, 07701. Vincent LoPrior, as majority member of Entourage Capital Partners LLC has voting and dispositive power over the securities. The address of Entourage Capital Partners LLC is 34 Shrewsbury Ave, Red Bank, NJ, 07701 69 (3) Represents (i) 101,351 shares of common stock held by Stetz Belgiovine CPA 401K F/B/O Gary S. Stetz; and (iii) 234,526 shares of common stock issuable upon exercise of options held directly by Mr. Stetz. Gary S. Stetz is the trustee of Stetz Belgiovine CPA 401K F/B/O Gary S. Stetz and in such capacity has the right to vote and dispose of the securities held by such entity. The address of Stetz Belgiovine CPA 401K F/B/O Gary S. Stetz is 155 Pompton Ave, Suite 204, Verona, NJ 07044. (4) Represents 67,500 shares of common stock issuable upon the exercise of options held directly by Mr. Kahler. (5) Represents (i) 2,565,623 shares of common stock, and (ii) 14,692,605 shares of common stock issuable upon exercise of pre-funded warrants held by SBI Middlefield Investment Limited, subject to restrictions which include a 9.99% blocker. SBI Middlefield Investment Limited is a wholly-owned subsidiary of SBI Holdings, Inc., a publicly traded company, and voting and investment control is exercised through its corporate governance structure. The address of SBI Middlefield Investment Limited is Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands. (6) DRW Canton Investments LLC reports 5,717,900 shares of common stock beneficially owned, consisting of (i) 1,626,016 shares of common stock and (ii) 4,091,884 shares of common stock issuable upon the exercise of warrants within the next sixty (60) days. The aggregate amount beneficially owned does not consist of 11,030,067 shares of Common Stock, issuable upon the exercise of the warrants because the warrants are subject to restrictions which include a 9.99% blocker. DRW Holdings, LLC is the member of and the direct holder of 99% membership interest in Cumberland SV LLC, which is the sole member of DRW Canton Investments LLC and, as such, may be deemed to beneficially own the shares held by DRW Canton Investments LLC. Donald R. Wilson, Jr is the manager and has voting and investment control of DRW Holdings, LLC and may be deemed the beneficial owners of such shares. The address of DRW Canton Investments LLC is 540 W. Madison St., Ste. 2500, Chicago, IL 60661. (7) Based solely on a Schedule 13G filed on January 30, 2026, Broadridge Securities Processing Solutions LLC reported 4,187,548 shares of common stock beneficially owned, consisting of 4,187,548 shares of common stock issuable upon the exercise of warrants within the next sixty (60) days. The aggregate amount beneficially owned does not consist of 13,070,680 shares of common stock, issuable upon the exercise of the warrants because the warrants are subject to restrictions which include a 9.99% blocker. Broadridge Financial Solutions, Inc., as the parent company of Broadridge Securities Processing Solutions, LLC, has voting and dispositive power over the securities. The address of Broadridge Securities Processing Solutions, LLC is 2 Gateway Center, Newark, New Jersey 07102. . (8) Represents (i) 1,626,016 shares of common stock; and (ii) 14,780,325 shares of common stock issuable upon exercise of pre-funded warrants, subject to restrictions which include a 9.99% blocker. Suna Said has voting and investment control of the shares held by Legacy Worldwide Investments II Ltd. and may be deemed the beneficial owner of such shares. The address of Legacy Worldwide Investments II Ltd. is Jayla Place, Wickham Cay, Road Town, VG1110, Tortola, British Virgin Islands. (9) Represents (i) 1,626,016 shares of common stock; and (ii) 13,495,935 shares of common stock issuable upon exercise of pre-funded warrants, subject to restrictions which include a 9.99% blocker. Digital Asset (US) Corp. is wholly-owned by Digital Asset Holdings, LLC, a Delaware limited liability company (“DAH LLC”). DAH LLC does not have a control person. It is owned by a disparate group of shareholders, none of whom directly or indirectly, alone or with others, has power to vote or dispose of the securities. The address of Digital Asset (US) Corp. is 107 Greenwich St., 17th Fl., New York, NY 10006. (10) Based solely on a Schedule 13G filed on January 30, 2026, the entities affiliated with LCV Blockchain Management, LLC reported beneficial ownership of (i) 757,724 shares of common stock held by LCV Fund III, L.P, (ii) 3,207,035 shares of common stock held by LCV Fund III, L.P. issuable upon the exercise of the warrants within the next sixty (60) days, and (iii) 4,044,927 shares of common stock held by LCV Fund VIII, L.P. issuable upon the exercise of the warrants within the next sixty (60) days. It does not consist of (i) 8,282,625 shares of common stock held by LCV Fund VIII, L.P. issuable upon the exercise of the warrants and (ii) 975,917 shares of common stock held by LCV Fund III, L.P. issuable upon the exercise of the warrants because the warrants are subject to restrictions which include a 9.99% blocker. LCV GP III, L.L.C. is the general partner of LCV Fund III GP, L.P., which is the general partner of LCV Fund III, L.P. and, as such, may be deemed to beneficially own the shares held by LCV Fund III, L.P. LCV GP VIII, L.L.C. is the general partner of LCV Fund VIII, L.P. and, as such, may be deemed to beneficially own the shares held by LCV Fund VIII, L.P. LCV GP III, L.L.C. and LCV GP VIII, L.L.C. are under common control by LCV Blockchain Management, L.L.C. and, as such, LCV Blockchain Management, L.L.C. may be deemed to beneficially own the shares held by LCV Fund III GP, L.P. and LCV Fund VIII, L.P. Murtaza S. Akbar and Emil Woods share voting and investment control of LCV Fund III, L.P. and LCV Fund VIII, L.P. (together, the “LCV Funds”) through the general partner entities of the LCV Funds and may be deemed the beneficial owners of such shares. The address of the LCV Funds is Attn: Murtaza Akbar, 120 East 16th Street, 12th floor, New York, NY 10003. (11) Represents (i) 3,405,077 shares of common stock; and (ii) 6,351,021 shares of common stock issuable upon exercise of pre-funded warrants, subject to restrictions which include a 9.99% blocker. Claudio X. Gonzalez Laporte has voting and investment control of the shares held by CXGL Holdings LP and may be deemed the beneficial owner of such shares. The address of CXGL Holdings LP is 1957 Laughlin Park Dr., Los Angeles, CA, 90027, USA. (12) Represents 8,194,959 shares of common stock issuable upon exercise of pre-funded warrants. Melvis Langyintuo has voting and investment control of the shares held by Canton Foundation and may be deemed the beneficial owner of such shares. The address of Canton Foundation is 2810 N Church St PMB 57274, Wilmington, Delaware, 19802. (13) Represents 8,129,756 shares of common stock issuable upon exercise of pre-funded warrants. Tradeweb Markets Inc. has voting and investment control of the shares held by Tradeweb Markets LLC and may be deemed the beneficial owner of such shares. The address of Tradeweb Markets LLC is 245 Park Avenue, New York, NY 10167. (14) Represents 6,631,782 shares of common stock issuable upon exercise of pre-funded warrants. New Infrastructure I, LLC is a subsidiary of Lennar Corporation. The address of New Infrastructure I, LLC is 5505 Blue Lagoon Drive, Miami, Florida 33126. (15) Based solely on a Schedule 13G filed on December 31, 2025, Ark Venture Fund reported 3,252,033 shares of common stock beneficially owned. Catherine D. Wood has voting and dispositive power over the securities held by ARK Venture Fund and may be deemed the beneficial owner of such shares. The address of ARK Venture Fund is 200 Central Ave Suite 220, St. Petersburg FL 33701. (16) Represents (i) 2,412,210 shares of common stock; and (ii) 728,828 shares of common stock issuable upon exercise of warrants held directly by Mr. Rickell. (17) Represents 3,024,390 shares of common stock issuable upon exercise of pre-funded warrants held directly by Mr. Mizuhara. 70 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions SEC rules require us to disclose any transaction since the beginning of our last fiscal year, or any currently proposed transaction in which we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons. PIPE Investments On June 20, 2025, the Company completed a private placement transaction (the “June 2025 PIPE”) in connection with certain securities purchase agreement, dated as of June 13, 2025 (the “Purchase Agreement”), with certain institutional investors (the “Purchasers”) for the issuance of an aggregate of (i) 1,551,351 shares of the common stock (the “June 2025 PIPE Shares”), (ii) pre-funded warrants (the “June 2025 Pre-Funded Warrants”) to purchase up to 137,838 shares of the Company’s common stock at an exercise price of $0.001 per share, (iii) Series A warrants (the “June 2025 Series A Warrants”) to purchase up to 1,689,189 shares of the Company’s common stock, at an exercise price of $1.29 per share of common stock and (iv) Series B warrants (the “June 2025 Series B Warrants”, together with the PIPE Shares, the Pre-Funded Warrants and the Series A Warrants, the “Acquired Securities”) to purchase up to 844,570 shares of the Company’s common stock at an exercise price of $3.00 per share of common stock. The Acquired Securities were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as well as applicable state securities law exemptions. President Street Global acted as the private placement agent in connection with the June 2025 PIPE and received warrants to purchase up to 326,750 shares of the Company’s common stock. In connection with the Closing, certain director and executive officer of the Company participated in the June PIPE on the same terms as other purchasers. The Company’s then-serving Chief Executive Officer agreed to purchase 60,806 shares of common stock, Series A Warrants to purchase up to 60,806 shares of common stock, and Series B Warrants to purchase up to 30,403 shares of common stock. The Company’s Chairman of the Board at that time, who is affiliated with President Street Global, agreed to purchase an aggregate of 337,338 shares of common stock, Series A Warrants to purchase up to 337,838 shares of common stock, and Series B Warrants to purchase up to 168,918 shares of common stock. On November 6, the Company completed a previously announced private placement transaction (the “Cash Offering”) in connection with certain securities purchase agreements, dated as of November 3, 2025, for the issuance of an aggregate of 25,966,048 shares of common stock, certain pre-funded warrants to purchase 6,351,021 shares of common stock and the Cryptocurrency Pre-Funded Warrants to purchase 145,105,094 shares of common stock (the “Cryptocurrency Offering”). In connection with the offerings, the Board approved cash bonus to the Company’s then Chairman of the Board of $2.05 million, and our prior Interim Chief Financial Officer of $1.9 million. Strategic Advisors Warrants On November 3, 2025, the Company entered into the Strategic Advisor Agreement to issue to certain strategic advisors (the “Strategic Advisors”, and the Strategic Advisor that is party to the Strategic Advisor Agreement, the “Lead Strategic Advisor”) warrants to purchase shares of common stock (the “Strategic Advisor Warrants”) equal to 5.00% of the aggregate number of shares of common stock of the Company on a fully diluted basis (including all outstanding shares of common stock, and shares of common stock issuable pursuant to outstanding options, warrants and other convertible securities) sold in such offering at an exercise price of $0.001. The shares of common stock issuable upon exercise of the Strategic Advisor Warrants are referred to therein as the “Strategic Advisor Warrant Shares”. The Strategic Advisor Warrants become vested and exercisable on January 30, 2026, upon stockholders’ approval. The Strategic Advisor Warrants are not transferable. Each Strategic Advisor agreed not to sell, transfer, pledge, hedge, or otherwise dispose of any common stock issued upon the exercise of the Strategic Advisor Warrants for a period of one hundred eighty (180) days after the closing date of the offerings, except that the Strategic Advisors may each transfer such common stock without regard to such lock-up period (i) to its respective affiliates that agree in writing to be bound by the remainder of such lock-up period, or (ii) with the Company’s prior written consent. Mr. Toomey and Mr. Wendland were affiliated with the Strategic Advisors at the time of executing the Strategic Advisor Agreement. Other Transactions During the year ended December 31, 2025, the Company made a $50,000 contribution to a not-for-profit organization, of which the co-founder and president is a former board member. During the year ended December 31, 2025, the Company purchased $77,572,536 of CC in OTC transactions from a affiliate cryptocurrency liquidity provider, which is controlled by certain shareholder of the Company with more than 5% of our common stock. 71 Related Person Transaction Policy We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion. Director Independence Our common stock is listed on The Nasdaq Capital Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s Board of Directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committee must be an “independent director.” Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. 72 Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that Clay Kahler, Gary Stetz, Jill Sommers, and William Wiley qualify as “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2025 and 2024, respectively, by Rosenberg Rich Baker Berman, P.A. (“RRBB”). 2025 2024 Audit fees $ 187,705 $ 169,500 Audit related fees $ - 5,325 Tax fees - - All other fees - - Total $ 187,705 $ 174,825 Audit Fees: Audit fees consist of fees billed for the professional services rendered to us for the audit of our annual consolidated financial statements for the years ended December 31, 2025 and 2024, reviews of the quarterly financial statements during the periods, the issuance of consent and comfort letters in connection with registration statement filings, and all other services that are normally provided by the accounting firm in connection with statutory and regulatory filings and engagements. Audit-Related Fees: Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. Tax Fees: Fees for professional services rendered for tax compliance, tax advice and tax planning. All Other Fees: All other fees billed by the auditor for products and services not included in the foregoing categories. Approval Policies and Procedures In accordance with Sarbanes-Oxley, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members. During the years ended December 31, 2025 and 2024, all of the services performed by our independent registered public accounting firm were pre-approved by the audit committee. 73 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements: Page Index to Consolidated Financial Statements: F-1 Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 (1) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the consolidated financial statements or the notes thereto. (b) Exhibits The following documents are included as exhibits to this report. Exhibit No. Title of Document 3.1 Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2026) 3.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2026) 4.1 Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021) 4.2 Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 10, 2021) 4.3 Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023) 4.4 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024) 4.5 Form of Common Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024) 4.6 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2024) 4.7 Form of Common Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2024) 4.8 Form of Pre-Funded Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2025) 4.9 Form of Series A Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2025) 4.10 Form of Series B Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2025) 4.11 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025) 4.12 Form of Common Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025) 4.13 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025) 4.14 Form of Common Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025) 4.15 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2025) 10.1+ Hillstream BioPharma, Inc. 2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 27, 2021) 10.2+ Hillstream BioPharma, Inc. 2019 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on February 22, 2022) 10.3+ Tharimmune, Inc. 2023 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on November 2, 2023) 10.4+ Tharimmune Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A for the Company’s 2024 annual meeting of stockholders filed with the SEC on March 21, 2024) 10.5+ Certificate of Amendment to Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 annual meeting of stockholders filed with the SEC on April 30, 2025) 10.6+ First Amendment to Tharimmune, Inc. Amended and Restated 2023 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 9, 2025) 10.7# Patent License Agreement by and between the Company and Avior Inc. dba Avior Bio dated November 3, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2023) 10.8# Research and Development Collaboration and License Agreement by and between the Company and Applied Biomedical Science Institute dated July 5, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023) 74 10.9 Patent License Agreement by and between the Company and Intract Pharma Limited dated September 11, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024) 10.10 Form of Securities Purchase Agreement, dated June 13, 2024, by and between Tharimmune, Inc. and the purchasers named therein (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2025) 10.11+ Settlement and General Release Agreement by and between the Company and Randy Milby dated June 11, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) 10.12+ Amended and Restated Employment Agreement by and between the Company and Sireesh Appajosyula dated June 11, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) 10.13+ Employment Agreement by and between the Company and Vincent LoPriore dated June 11, 2025 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025) 10.14 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2025) 10.15 Placement Agency Agreement dated July 23, 2025 by and between Tharimmune, Inc. and President Street Global, LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025) 10.16 Form of Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2025) 10.17 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2025) 10.18 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2025) 10.19 Placement Agency Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2025) 10.20 Form of Cash Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.21 Form of Cryptocurrency Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.22 Form of Strategic Advisory Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.23 Form of Cash Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.24 Form of Cryptocurrency Securities Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.25 Form of Lock-up Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.26 Strategic Advisory Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.27+ Employment Agreement between the Company and Mark Wendland (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.28+ Employment Agreement between the Company and Mark Toomey (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 5, 2025) 10.29 Sales Agreement, dated as of November 6, 2025, among the Company and Clear Street LLC and President Street Global, LLC, as Agents (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on November 7, 2025) 10.30+ Employment Agreement with Jacob Asbury, dated December 10, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2025) 14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022) 19.1 Insider Trading Policy 21.1 Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023) 23.1* Consent of Rosenberg Rich Baker Berman P.A. 24.1* Power of Attorney (included on signature page hereto) 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 97.1 Tharimmune, Inc. Clawback Policy (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 104* Cover Page Interactive Data File - the cover page of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in Inline XBRL * Filed herewith. ** Furnished herewith. + Management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because such information is both not material and is the type that the Company treats as private or confidential. ITEM 16. FORM 10-K SUMMARY None. 75 SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 31st day of March,2026. CANTON STRATEGIC HOLDINGS, INC. /s/ Mark Wendland Mark Wendland Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Wendland as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Mark Wendland Chief Executive Officer and Chairman of the Board of Directors March 31, 2026 Mark Wendland (Principal Executive Officer) /s/ Jacob Asbury Chief Financial Officer March 31, 2026 Jacob Asbury (Principal Financial and Accounting Officer) /s/ Jill Sommers Director March 31, 2026 Jill Sommers /s/ William Wiley Director March 31, 2026 William Wiley /s/ Vincent LoPriore Director March 31, 2026 Vincent LoPriore /s/ Sireesh Appajosyula Director March 31, 2026 Sireesh Appajosyula /s/ Gary Stetz Director March 31, 2026 Gary Stetz /s/ Clay Kahler Director March 31, 2026 Clay Kahler 76 CANTON STRATEGIC HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Page AUDITED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 89 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Canton Strategic Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Canton Strategic Holdings, Inc., formerly known as Tharimmune, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These 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 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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. Our audits 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 audits 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 audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2023. /s/ Rosenberg Rich Baker Berman P.A . Somerset, New Jersey March 31, 2026 F- 2 CANTON STRATEGIC HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS December 31, December 31, 2025 2024 ASSETS Current assets Cash $ 17,032,748 $ 3,559,361 Prepaid expenses and other current assets 353,318 45,263 Deferred offering costs - 117,000 Total current assets 17,386,066 3,721,624 Digital assets 501,760,369 - Total assets $ 519,146,435 $ 3,721,624 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 1,090,274 $ 1,089,666 Accrued expenses 2,196,090 1,324,316 Total current liabilities 3,286,364 2,413,982 Deferred tax liability 117,934,191 - Total liabilities 121,220,555 2,413,982 Commitments and contingencies (see Note 8) - - Stockholders’ equity Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and December 31, 2024 - - Common stock, $ 0.0001 par value, 1,000,000,000 and 250,000,000 shares authorized as of December 31, 2025 and 2024, respectively, 37,112,466 shares and 1,973,999 shares issued and 37,112,220 shares and 1,973,753 shares outstanding as of December 31, 2025 and 2024, respectively 3,711 198 Additional paid-in capital 470,809,478 38,278,503 Accumulated deficit ( 72,817,344 ) ( 36,901,094 ) Treasury stock, at cost, 246 shares held in treasury as of December 31, 2025 and 2024 ( 69,965 ) ( 69,965 ) Total stockholders’ equity 397,925,880 1,307,642 Total liabilities and stockholders’ equity $ 519,146,435 $ 3,721,624 The accompanying notes are an integral part of these consolidated financial statements. F- 3 CANTON STRATEGIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 For the Years Ended December 31, 2025 2024 Operating expenses Research and development $ 3,073,964 $ 6,392,097 General and administrative 17,032,102 6,041,695 Total operating expenses 20,106,066 12,433,792 Loss from operations ( 20,106,066 ) ( 12,433,792 ) Other income (expense) Interest expense ( 28,345 ) ( 13,684 ) Interest income 41,410 249,908 Unrealized loss from digital assets holdings ( 22,010,362 ) - Total other income (expense), net ( 21,997,297 ) 236,224 Total loss before income taxes ( 42,103,363 ) ( 12,197,568 ) Provision (benefit) for income taxes ( 6,187,113 ) - Net loss $ ( 35,916,250 ) $ ( 12,197,568 ) Net loss per share: Basic and diluted $ ( 1.12 ) $ ( 9.41 ) Weighted average number of common shares outstanding: Basic and diluted 32,049,310 1,296,290 The accompanying notes are an integral part of these consolidated financial statements. F- 4 CANTON STRATEGIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Shares Amount Paid-in Capital Deficit Shares Amount Total Common Stock Additional Accumulated Treasury Stock Shares Amount Paid-in Capital Deficit Shares Amount Total Balance, December 31, 2023 884,720 89 33,904,749 ( 24,703,526 ) 246 ( 69,965 ) 9,131,347 Stock issuance pursuant to services agreement 3,334 1 20,549 - - - 20,550 Private investments in public equity offering, net of issuance costs 677,581 68 3,642,193 - - - 3,642,261 At-the-market offering, net of issuance costs 40,000 4 73,185 - - - 73,189 Issuance costs related to Form S-3 Registration Statement - - ( 72,450 ) - - - ( 72,450 ) Cashless exercise of pre-funded warrants, net of cancellation 368,364 36 ( 36 ) - - - - Net loss - - - ( 12,197,568 ) - - ( 12,197,568 ) Stock based compensation - - 710,313 - - - 710,313 Balance, December 31, 2024 1,973,999 $ 198 $ 38,278,503 $ ( 36,901,094 ) 246 $ ( 69,965 ) $ 1,307,642 Balance 1,973,999 $ 198 $ 38,278,503 $ ( 36,901,094 ) 246 $ ( 69,965 ) $ 1,307,642 Registered direct public offerings, net of issuance costs of $ 793,005 620,108 62 6,296,947 - - - 6,297,009 Private investment in public equity offerings, net of issuance costs of $ 568,740 2,192,541 219 3,325,064 - - - 3,325,283 Private investment in public equity offerings, net of issuance costs 2,192,541 219 3,325,064 - - - 3,325,283 Cash and cryptocurrency private investment in public equity offering, net of issuance costs of $ 8,470,300 and deferred tax liability of $ 124,121,304 25,966,048 2,597 412,972,599 - - - 412,975,196 At-the-market offerings, net of issuance costs 1,821,158 182 5,363,627 - - - 5,363,809 Cashless exercise of pre-funded warrants 2,358,145 236 ( 236 ) - - - - Cashless exercise of common warrants 697,915 70 ( 70 ) - - - - Exercise of common warrants 941,252 94 1,538,706 - - - 1,538,800 Exercise of options 125,000 12 166,238 - - - 166,250 Restricted stock unit issuance pursuant to service agreements 410,000 40 ( 40 ) - - - - Issuance costs related to registrations, SEC fees, exercise fees, and other fees - - ( 218,180 ) - - - ( 218,180 ) Stock issuance pursuant to termination agreement 6,300 1 8,252 - - - 8,253 Stock issuance pursuant to bonus liability - - 200,212 - - - 200,212 Net loss - - - ( 35,916,250 ) - - ( 35,916,250 ) Stock based compensation - - 2,877,856 - - - 2,877,856 Balance, December 31, 2025 37,112,466 $ 3,711 $ 470,809,478 $ ( 72,817,344 ) 246 $ ( 69,965 ) $ 397,925,880 Balance 37,112,466 $ 3,711 $ 470,809,478 $ ( 72,817,344 ) 246 $ ( 69,965 ) $ 397,925,880 The accompanying notes are an integral part of these consolidated financial statements. F- 5 CANTON STRATEGIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 35,916,250 ) $ ( 12,197,568 ) Adjustments to reconcile net loss to net cash used in operating activities: Unrealized loss from digital assets holdings 22,010,362 - Deferred tax benefit ( 6,187,113 ) - Writeoff of deferred offering costs 92,168 - Stock based compensation 2,877,856 710,313 Stock issuance pursuant to services agreement 8,253 20,550 Increase in operating assets: Prepaid expenses and other current assets ( 308,055 ) ( 34,222 ) Increase in operating liabilities: Accounts payable 222,477 181,089 Accrued expenses 1,071,986 417,847 Net cash used in operating activities ( 16,128,316 ) ( 10,901,991 ) Cash flows from investing activities: Purchase of digital assets ( 77,572,567 ) - Net cash used in investing activities ( 77,572,567 ) - Cash flows from financing activities: Proceeds from issuance of common stock upon private investment in public equity offerings 3,725,003 4,104,161 Proceeds from issuance of common stock upon registered direct public offerings 7,090,014 - Proceeds from issuance of common stock upon cash and cryptocurrency private investment in public equity offering 99,368,636 - Proceeds from issuance of common stock upon at-the-market offerings 5,489,238 83,568 Proceeds from exercise of common stock warrants 1,538,800 - Proceeds from exercise of options 166,250 - Payment of deferred offering costs and other issuance costs ( 9,981,802 ) ( 661,729 ) Proceeds from insurance premium financing liability 285,178 393,960 Repayment of insurance premium financing liability ( 285,178 ) ( 393,960 Repayments of note payable ( 221,869 ) - Net cash provided by financing activities 107,174,270 3,526,000 Net increase (decrease) in cash 13,473,387 ( 7,375,991 Cash, beginning of period 3,559,361 10,935,352 Cash, end of period $ 17,032,748 $ 3,559,361 Cash paid for interest expense $ 28,345 $ 13,684 Supplemental disclosure of non-cash financing activities: Placement agent warrants as issuance costs of private investment in public equity offerings $ 169,019 $ 154,983 Amortization of deferred offering costs from ATM offering $ 24,832 $ - Reduction of premium related to insurance premium financing $ 101,102 $ - Issuance of note payable for settlement of previously incurred professional fees $ 314,485 $ - Forgiveness of note payable principal $ 92,616 $ - Issuance of options to settle liability $ 200,212 $ - Digital assets received in cash and cryptocurrency private investment in public equity offering $ 446,198,164 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 CANTON STRATEGIC HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business and Liquidity Nature of Operations Canton Strategic Holdings, Inc., formerly known as Tharimmune, Inc. (“Canton Strategic,” “Tharimmune,” or the “Company”) was incorporated on March 28, 2017, as a Delaware C-corporation. At December 31, 2025, Tharimmune had one wholly-owned subsidiary: Gravitas Life Sciences, Inc. (“Gravitas”), formerly known as Hillstream Oncology, Inc. New Digital Asset Treasury Strategy On November 6, 2025, in connection with a private placement with certain accredited investors (see Note 5 to the consolidated financial statements), Canton Strategic Holdings, Inc. announced the launch of a digital asset treasury strategy, pursuant to which the Company became the first publicly traded company to leverage Canton Coin (“CC”) and support the Canton Network to advance institutional blockchain adoption and the digitization of financial markets. Under the new treasury policy and strategy, the principal holding in our treasury reserve on the balance sheet will be allocated to digital assets, primarily CC by applying a public-market treasury model to an asset that is believed to be earlier in its lifecycle, structurally reflexive, and underexposed as compared to other digital assets. The planned approach involves acquiring CC directly through operation as a Super Validator and run additional Validators on the Canton Network as a mechanism to obtain additional CC. In addition to operating the Company’s previous clinical-stage biotechnology business, management will focus its resources on the new treasury policy and a significant portion of the balance sheet will be allocated to holding CC digital assets in the digital asset treasury. On February 18, 2026, in conjunction with this strategy, the Company changed its name from Tharimmune, Inc. to Canton Strategic Holdings, Inc, pursuant to an amended and restated Certificate of Incorporation filed with the Delaware Secretary of State. Clinical-stage Biotechnology Business As a subsidiary of Canton Strategic, Gravitas is a clinical-stage biotechnology company developing therapeutic candidates in immunology and inflammation conditions with high unmet need. On November 3, 2023, Gravitas entered into a patent license agreement (the “Avior License Agreement”) with Avior Inc. d/b/a Avior Bio, LLC (“Avior”) pursuant to which it received an exclusive sublicensable right and license to Licensed Patent Rights and Licensed Technology to, among other things, Develop, have Developed, make, have made, use, sell, import, export and commercialize GV104 and to practice the Licensed Technology in connection with the foregoing, throughout the world (each as defined in the Avior License Agreement). In February 2023, the U.S. Food and Drug Administration (“FDA”) approved an investigational new drug (“IND”) application for GV104. GV104 has a dual mechanism of action by affecting multiple receptors, known to suppress chronic, debilitating pruritus or “uncontrollable itching.” With respect to GV104, Gravitas originally intended to first seek approval for the treatment of moderate to severe chronic pruritus in patients with primary biliary cholangitis (“PBC”), an orphan rare form of liver disease with no known cure in which more than 70% of patients suffer from debilitating chronic pruritic. Gravitas engaged and received positive feedback in March 2025 from the FDA regarding the additional proposed indication of temporary prophylaxis of respiratory and/or nervous system depression in military personnel and chemical incident responders entering an area contaminated with high-potency opioids (“PrHPO”), for which it submitted a Pre-Investigational New Drug Application(“PIND”). With respect to the PIND for this additional proposed indication for GV104, Gravitas received positive feedback from the FDA regarding a regulatory pathway that will allow it to submit a 505(b)(2) New Drug Application (“NDA”) for GV104. The FDA advised that Gravitas will need to perform additional nonclinical studies ( i.e., in vitro toxicology studies), but the FDA confirmed that it does not believe any additional clinical trials will be required to define the prophylactic dosing window prior to IND or NDA submission for this indication, which Gravitas expects will be the lead program. Gravitas intends to pursue the pruritus in PBC indication subsequent to the nearer term opportunity of filing an NDA for PrHPO. Gravitas intends to conduct a capital efficient strategy to file an NDA for PrHPO, which involves actively progressing its Chemistry, Manufacturing, and Controls (“CMC”) plan to meet the stringent requirements for filing an NDA with the FDA. This comprehensive plan encompasses all aspects of the manufacturing process, quality control measures, and product stability to ensure the consistent production of a high-quality buccal film formulation known as GV104. On September 11, 2024, Gravitas entered into a Patent License Agreement (the “Intract Agreement”) with Intract Pharma Limited(“Intract”), pursuant to which Gravitas exclusively licensed INT-023/TH023, an oral anti-Tumor Necrosis Factor-alpha (TNF-α) monoclonal antibody infliximab. Infliximab is a purified, recombinant DNA-derived chimeric IgG monoclonal antibody protein that contains both murine and human components that inhibit tumor TNF-α. Under the terms of the Intract Agreement, Gravitas licensed global development and commercialization rights (outside of South Korea) to Intract’s Soteria® and Phloral® delivery platform along with an existing supply agreement for infliximab to be used in the oral product development program. Gravitas has developed an early-stage pipeline of novel therapeutic candidates targeting validated high value immuno-oncology(“IO”) targets including human epidermal growth factor (“EGF”) receptor 2 (“HER2”), human EGF receptor 3 (“HER3”) and programmed cell death protein 1 (“PD-1”). Gravitas is developing antibodies including bispecific antibodies and small molecular weight bovine-derived “knob” domains which have the potential to target and bind more tightly to “undruggable” epitopes differently than full sized antibodies. Gravitas is advancing HS1940, a bispecific biologic against both PD-1 and vascular endothelial growth receptor antibody which targets both receptors. We have also developed HS3215, a bispecific antibody against both HER2 and HER3which targets a novel “bridging epitope” encompassing multiple domains of the HER2 extracellular domain (“ECD”) as well as ligand-dependent and independent blocking of the ECD of HER3. F- 7 Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2024, the Company incurred operating losses in the amount of approximately $ 12.4 million, expended approximately $ 10.9 million in net cash used in operating activities, and had an accumulated deficit of approximately $ 36.9 million as of December 31, 2024. Through December 31, 2024, the Company had primarily financed its operations through public and private offerings of its equity securities. Based on the Company’s limited operating history, recurring negative cash flows from operations, current plans and available resources, and the need for substantial additional funding to support future operating activities, the Company concluded that the prevailing conditions and ongoing liquidity risks raised substantial doubt about the Company’s ability to continue as a going concern as of December 31, 2024. For the year ended December 31, 2025, the company raised funds through public and private offerings of its equity securities, including the November 2025 cash and cryptocurrency private placement offering raising approximately $ 537 million in net proceeds (See Note 5). As a result of the fundraising activity during the year ended December 31, 2025 the Company has strengthened its financial condition which alleviates doubt about the Company’s ability to continue as a going concern and the Company expects to meet obligations for at least the next twelve months. Other Risks and Uncertainties There can be no assurance that Gravitas’ products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. Gravitas is subject to risks common to biopharmaceutical and biotechnology companies including, but not limited to, the development of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the need to obtain additional financing. Gravitas is dependent on third party suppliers. Gravitas’ products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions in which Gravitas may license or sell its products. There can be no assurance that Gravitas’ products will receive all of the required approvals or clearances. F- 8 Note 2 – Summary of Significant Accounting Policies Basis of Presentation These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company operates in two reportable segments. Reverse Stock Splits On May 24, 2024, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-15 pursuant to an amendment to the Company’s Certificate of Incorporation, as amended, filed with the Delaware Secretary of State and approved by the Company’s board of directors and stockholders. The par value of the Company’s common stock was not adjusted as a result of the reverse split. All issued and outstanding common stock share and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect the reverse split for all periods presented. Principles of Consolidation The consolidated financial statements include the accounts of Canton Strategic and its wholly-owned subsidiary, Gravitas. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Areas of the consolidated financial statements where estimates may have the most significant effect include fair value of cryptocurrency, research and development expense recognition, valuation of common shares and share-based compensation, allowances of deferred tax assets, valuation of debt related instruments, and cash flow assumptions regarding going concern considerations. Although management believes the estimates that have been used are reasonable, actual results could vary from the estimates that were used. Segment Reporting As a result of the Company’s new digital asset treasury strategy, the Company now has two reportable segments: digital assets and clinical stage bio-technology. The digital assets segment operates a CC-centric digital asset treasury strategy. The clinical stage bio-technology segment develops therapeutic candidates for rare, inflammatory and oncologic conditions. See Note 10 for additional information on the Company’s segments. Concentration of Credit Risk The Company maintains cash balances with various financial institutions. Account balances at these institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per depositor. At various times during the year, bank account balances may have been in excess of federally insured limits. The Company has not experienced losses in such accounts. The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, if any, are stated at cost and consist primarily of money market accounts. F- 9 Digital Assets The Company accounts for its digital assets, which are comprised of CC, as indefinite-lived intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-60, Intangibles—Goodwill and Other-Crypto Assets . The Company’s digital assets are initially recorded at cost and subsequently measured at fair value with the gain or loss associated with remeasurement of the digital assets recognized in net income (loss) during each reporting period. Upon disposal of a digital asset (e.g., by sale, exchange or transfer), the Company derecognizes the asset and recognizes a realized gain or loss in net income, calculated as the difference between the sale proceeds and the asset’s carrying amount. The fair value of the Company’s digital assets is determined based on quoted prices in its principal market at the time of measurement. The Company determines its principal market as the market that it has access to and has the greatest volume and level of orderly transactions in accordance with FASB ASC 820, Fair Value Measurement . The Company tracks the cost of its digital assets using the first-in-first-out (FIFO) method. During the year ending December 31, 2025, the Company had an unrealized loss from digital assets holdings of $ 22.0 million. Research and Development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third-party contractors to perform research, conduct clinical trials, and manufacture drug supplies and materials. These expenses also include costs associated with license fee arrangements and collaboration agreements, including milestone payments and ongoing license fees, which are also expensed as incurred. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials, administrative costs incurred by third parties, and other indicators of the services completed. Stock-Based Compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees, and directors as an expense in the consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of common stock issued pursuant to termination agreements as well as restricted stock or restricted stock units is generally measured as the grant-date price of the Company’s common stock. The fair value of each option grant to employees, non-employees, and directors is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on the straight-line basis over the requisite service period of the awards, which is generally the vesting period. Prior to January 12, 2022, the Company was a private company and the Company’s common stock has only been publicly traded since that date. As a result, the Company has limited company-specific historical and implied volatility information. Therefore, it has estimated its expected stock volatility based on the historical data of a publicly traded set of peer companies. The expected term of stock options granted was between five and seven years. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant for time periods approximately equal to the expected term of the award. Fair Value Measurements The Company applies FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. F- 10 The carrying value of the Company’s cash, prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 Inputs: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for assets or liabilities recently traded in active markets, with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals, as well as quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Inputs: Unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities, that reflect the reporting entity’s own assumptions. The Company applies ASC 820 in the valuation of CC held by the Company for financial statement purposes. The fair value of CC uses Level 1 inputs to reflect the price that would be received for CC in a current sale, which assumes an orderly transaction between market participants on the measurement date in CC’s “principal market,” or in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Company determines its principal market (or in the absence of a principal market, the most advantageous market) on a periodic basis to determine which market is its principal market for the purpose of calculating fair value for the creation of quarterly and annual financial statements. Issuer-specific events, market trends, bid/ask quotes of brokers and information providers and other data may be reviewed in the course of making a good faith determination of the digital asset’s fair value. Deferred Offering Costs Deferred offering costs consists primarily of legal, accounting, underwriters’ fees, printing, and filing fees that are incurred prior to an offering of the Company’s common stock and are initially capitalized and then subsequently reclassified to additional paid-in capital upon completion of the offering. If an offering is not completed, any associated offering costs will be expensed immediately upon termination of the offering. Effective August 31, 2025, the ATM Agreement was terminated and as a result, $ 92,168 in deferred offering costs were written off. At December 31, 2025 and 2024, there were $- 0 - and $ 117,000 in deferred offering costs associated with the ATM Agreement, respectively. Insurance Premium Financing Liability In January 2024, the Company entered into an insurance premium financing agreement for $ 492,450 , with a term of 10 months and an annual interest rate of 7.5 %. The Company made a down payment of $ 98,490 and is required to make monthly principal and interest payments of $ 40,763 over the term of the agreement, which was repaid in full in November 2024. F- 11 In January 2025, the Company entered into an insurance premium financing agreement for $ 386,280 , with a term of 10 months and an annual interest rate of 7.15 %. The Company made a down payment of $ 77,356 and was required to make monthly principal and interest payments of $ 31,914 over the term of the agreement. During the quarter ended June 30, 2025, the Company reduced its insurance coverage, effectively reducing premiums. The Company received a refund of $ 101,102 , which was applied against the insurance premium financing agreement. As a result, monthly principal and interest payments were reduced to $ 17,471 and the insurance premium financing liability was repaid in full in November 2025. Retirement Plan The Company has a 401(k) defined contribution plan which covers all employees that meet the plan’s eligibility requirements. Eligible employees may contribute a percentage of their salary subject to certain limitations. The Company makes a discretionary match which is currently equal to 3 % of employee contributions. Total company contributions to the plan were $ 15,736 and $ 6,793 for the years ended December 31, 2025 and 2024, respectively. Income Taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in management’s estimation, it is more-likely-than-not that a tax benefit will not be realized. A full valuation allowance has been recognized for all periods since it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in FASB ASC Subtopic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely-than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more-likely-than-not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. At December 31, 2025 and 2024, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the consolidated financial statements. Patent Costs Costs associated with the submission of patent applications, including milestone fees and success fees, are expensed as incurred given the uncertainty of the future economic benefits of the patents. Patent and patent related legal and administrative costs are included in general and administrative expenses in the accompanying consolidated statements of operations. F- 12 Net Loss per Share The Company reports loss per share in accordance with FASB ASC Subtopic 260-10, Earnings Per Share , which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net earnings (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Potentially dilutive securities not included in the computation of loss per share for the years ended December 31, 2025 and 2024 are as follows: Schedule of Potentially Dilutive Equity Shares not Included in Computation of EPS 2025 2024 For the years ended December 31, 2025 2024 Outstanding options to purchase common stock 657,042 108,955 Warrants to purchase shares of common stock, IPO 500 500 Warrants to purchase shares of common stock, May 2023 offering 424 424 Warrants to purchase shares of common stock, November 2023 offering 20,000 20,000 Warrants to purchase shares of common stock, June 2024 PIPE 100,341 329,771 Warrants to purchase shares of common stock, December 2024 PIPE 163,048 480,721 Placement agent warrants, June 2024 PIPE 39,573 39,573 Placement agent warrants, December 2024 PIPE 57,687 57,687 Warrants to purchase shares of common stock, June 2025 PIPE 1,594,570 - Warrants to purchase shares of common stock, July 2025 PIPE 45,592 - Placement agent warrants, June 2025 PIPE 177,362 - Placement agent warrants, July 2025 PIPE 52,128 - Warrants to purchase shares of common stock, July 2025 RDO 744,522 - Strategic advisor warrants, November 2025 offering 10,318,215 - Total potentially dilutive securities 13,971,004 1,037,631 In addition, all common share amounts as of December 31, 2025 and 2024 and per share amounts for the years ended December 31, 2025 and 2024 have been retroactively adjusted to reflect a 1-for-15 reverse stock split of the Company’s common stock effectuated on May 24, 2024. Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-08 , Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets . This standard requires certain crypto assets meeting defined criteria to be measured at fair value each reporting period with changes in fair value recognized in net income, presented separately from other intangible assets and accompanied by enhanced disclosures. This standard was effective for fiscal years beginning after December 15,2024, with early adoption permitted. The Company adopted this standard during the year ended December 31, 2025 in conjunction with its new treasury strategy. Since the Company held no digital assets until November 2025, the adoption of this standard had no impact to prior reported financial statements and no cumulative adjustment to retained earnings was required or recorded. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires expanded segment reporting and disclosure and is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance in the year ended December 31, 2025 as it previously did not have multiple reportable segments. This standard did not have a material impact on its financial statements other than enhanced disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which expands income tax footnote disclosure requirements, including rate reconciliation and income taxes paid disclosures. The standard is effective for fiscal years beginning after December 15, 2024. The ASU affects disclosure only and does not impact the recognition or measurement of income taxes under ASC 740. Accordingly, adoption of ASU 2023-09 had no impact on the Company’s current year income tax provision. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , which clarified the effective date of ASU 2024-03 for non-calendar year-end companies. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the consolidated statements of operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 31, 2027. The Company is currently evaluating the effects of the pronouncement on its consolidated financial statements. F- 13 Note 3 – Digital Assets The following table sets forth the units held, cost basis, and fair value of both CC held, as shown on the consolidated balance sheet as of December 31, 2025: Schedule of Digital Assets Held Canton Coin Units held 3,339,567,946 Cost basis $ 523,770,731 Fair value $ 501,760,369 Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement. The following table presents a reconciliation of digital assets held as of December 31, 2025: Schedule of Reconciliation of Digital Assets Fair value, beginning balance $ - Additions from offering 446,198,164 Additions from purchases 77,572,567 Unrealized losses ( 22,010,362 ) Fair value, ending balance $ 501,760,369 Note 4 – Note Payable The Company issued a promissory note in the amount of $ 333,265 to satisfy an outstanding amount owed to its prior attorney. The promissory note was payable in monthly installments of $ 24,000 through December 2025. The final payment of $ 93,265 was forgiven upon completion of timely monthly installments in December 2025. No interest was due on the note payable. As the promissory note did not have an interest component, imputed interest at 10 %, using the prime rate plus an additional estimated factor related to the Company’s credit rating, was calculated and the note payable was recorded at the present value of the total payments, including the forgivable portion. The note payable was deemed paid in full at December 31, 2025. Note 5 – Common Stock Pursuant to the Company’s Certificate of Incorporation, as amended (filed October 10, 2025), the Company has 1,000,000,000 (previously 250,000,000 ) shares of common stock authorized for issuance. On May 24, 2024, the Company effectuated a reverse split of shares of its common stock at a ratio of 1-for-15 pursuant to an amendment to the Company’s Certificate of Incorporation filed with the Delaware Secretary of State and approved by the Company’s board of directors and stockholders. The par value of the Company’s common stock was not adjusted as a result of this or any prior reverse stock split. On January 24, 2024, pursuant to a corporate advisory consulting agreement, the Company issued 3,334 shares of its common stock with a per share value of $ 6.16 , representing total compensation expense of $ 20,550 (calculated on the closing value of the Company’s common stock at the effective issuance date). F- 14 On June 7, 2024, the Company entered into the 2024 ATM Agreement with Rodman & Renshaw LLC (the “ATM Sales Manager”) under which the Company could sell, from time to time through the ATM Sales Manager, shares of common stock in one or more offerings up to a total dollar amount of $ 1.65 million. Sales of shares of the Company’s common stock through the ATM Sales Manager, if any, were made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Stock Market LLC or any other existing trading market for the common shares. The Company’s common stock was offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023, and pursuant to a prospectus supplement dated June 7, 2024. On December 20, 2024, the Company sold 40,000 shares of its common stock pursuant to the 2024 ATM Agreement at an offering price of $ 2.0892 per share. Net proceeds from the offering were approximately $ 73,189 , after deducting fees and other offering costs. During the year ended December 31, 2025, the Company sold 163,359 shares of its common stock pursuant to the ATM Agreement at an average offering price of $ 1.63 per share. Net proceeds from the offering were approximately $ 219,547 , after deducting fees and other offering costs. Effective August 31, 2025, the ATM Agreement was terminated. On June 21, 2024, the Company closed a private placement offering with certain accredited investors of $ 2.08 million of the Company’s securities consisting of shares of the Company’s common stock and/or pre-funded warrants to acquire shares of the Company’s common stock and warrants to acquire shares of the Company’s common stock. Pursuant to the June 2024 PIPE Offering, the Company issued 207,292 shares of its common stock at an offering price of $ 3.16 per share, pre-funded warrants to purchase up to 452,253 shares of the Company’s common stock (the “June 2024 Pre-Funded Warrants”), and warrants to purchase up to 329,771 shares of the Company’s common stock, exercisable at $ 3.09 per share (the “June 2024 PIPE Warrants”). Net proceeds to the Company from the June 2024 PIPE Offering were approximately $ 1.8 million, after deducting approximately $ 268,000 in offering costs. In addition, the Company issued placement agent warrants to purchase up to 39,573 shares of the Company’s common stock, exercisable at $ 3.06 per share (the “June 2024 Placement Agent Warrants”). The June 2024 Placement Agent Warrants are considered a cost of the offering and the fair value of $ 67,270 is recorded as a component of additional paid-in capital. On December 9, 2024, the Company closed an additional private placement offering with certain accredited investors of $ 2.02 million of the Company’s securities consisting of shares of the Company’s common stock and/or pre-funded warrants to acquire shares of the Company’s common stock and warrants to acquire shares of the Company’s common stock. Pursuant to the December 2024 PIPE Offering, the Company issued 470,289 shares of its common stock at an offering price of $ 2.101 per share, pre-funded warrants to purchase up to 491,157 shares of the Company’s common stock (the “December 2024 Pre-Funded Warrants”), exercisable at $ 0.001 per share, and warrants to purchase up to 480,721 shares of the Company’s common stock, exercisable at $ 2.031 per share (the “December 2024 PIPE Warrants”). Net proceeds to the Company from the December 2024 PIPE Offering were approximately $ 1.8 million, after deducting approximately $ 0.2 million in offering costs. In addition, the Company issued placement agent warrants to purchase up to 57,687 shares of the Company’s common stock, exercisable at $ 2.031 per share (the “December 2024 Placement Agent Warrants”). The December 2024 Placement Agent Warrants are considered a cost of the offering and the fair value of $ 87,713 is recorded as a component of additional paid-in capital. On June 13, 2025, the Company closed an additional private placement offering with certain accredited investors of $ 2.50 million to acquire 1,551,351 shares of its common stock at an offering price of $ 1.48 per share, pre-funded warrants to purchase up to 137,838 shares of the Company’s common stock (the “June 2025 Pre-Funded Warrants”), exercisable at $ 0.001 per share, series A warrants to purchase up to 1,689,189 shares of the Company’s common stock, exercisable at $ 1.29 per share (the “June 2025 Series A Warrants”), and series B warrants to purchase up to 844,570 shares of the Company’s common stock, exercisable at $ 3.00 per share (the “June 2025 Series B Warrants”). Net proceeds to the Company from the June 2025 PIPE Offering were approximately $ 2.3 million, after deducting approximately $ 0.2 million in offering costs. In addition, the Company issued series A placement agent warrants to purchase up to 118,243 shares of the Company’s common stock, exercisable at $ 1.29 per share (the “June 2025 Series A Placement Agent Warrants”) and series B placement agent warrants to purchase up to 59,119 shares of the Company’s common stock, exercisable at $ 3.00 per share (the “June 2025 Series B Placement Agent Warrants”). The June 2025 Series A and B Placement Agent Warrants are considered a cost of the offering and the fair value of $ 125,835 is recorded as a component of additional paid-in capital. F- 15 On July 25, 2025, the Company closed a registered direct public offering with certain accredited investors of $ 1.74 million of the Company’s securities consisting of 414,331 shares of the Company’s common stock and pre-funded warrants (the “July 2025 Direct Pre-Funded Warrants”) to acquire up to 559,910 shares of the Company’s common stock, exercisable at $ 0.001 per share, and common stock warrants to acquire up to 974,241 , exercisable at $ 1.66 per share (the “July 2025 Private Placement Warrants) at a purchase price of $ 1.786 . Net proceeds to the Company from the offering were approximately $ 1.55 million, after deducting approximately $ 0.2 million in offering costs. On July 25, 2025, the Company closed an additional private placement offering with certain accredited investors of $ 1.23 million of the Company’s securities consisting of 641,190 shares of the Company’s common stock at an offering price of $ 1.645 per share, pre-funded warrants to acquire 103,490 shares of the Company’s common stock exercisable at $ 0.001 per share and warrants to acquire 744,680 shares of the Company’s common stock exercisable at $ 1.52 per share (the “July 2025 Warrants”). Net proceeds to the Company from the July 2025 PIPE Offering were approximately $ 1.1 million, after deducting approximately $ 0.2 million in offering costs. In addition, the Company issued placement agent warrants to purchase up to 52,128 shares of the Company’s common stock, exercisable at $ 1.66 per share (the “July 2025 Placement Agent Warrants”). The July 2025 Placement Agent Warrants are considered a cost of the offering and the fair value of $ 45,824 is recorded as issuance cost within additional paid-in capital and a corresponding warrant reserve, also within additional paid-in capital. On August 26, 2025, the Company closed a registered direct public offering with certain investors of $ 5.35 million of the Company’s common stock and/or pre-funded warrants to acquire shares of the Company’s common stock. Pursuant to the August 2025 Direct Offering, the Company issued 205,777 shares of its common stock at an offering price of $ 4.50 per share and pre-funded warrants to purchase up to 983,111 shares of the Company’s common stock (the “August 2025 Direct Pre-Funded Warrants”), exercisable at $ 0.001 per share. Net proceeds to the Company from the August 2025 Direct Offering were approximately $ 4.75 million, after deducting approximately $ 0.6 million in offering costs. The Company’s common stock was offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023, and pursuant to a prospectus supplement dated August 26, 2025. The fair value of June 2024, December 2024, June 2025, and July 2025 Placement Agent Warrants is estimated at the date of issuance using the Black-Scholes option-pricing model. The estimated fair value of each placement agent warrant is recorded as issuance cost within additional paid-in capital and a corresponding warrant reserve, also within additional paid-in-capital. The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, and a risk-free interest rate. The placement agent warrants were valued using the Black-Scholes option-pricing model with the following assumptions. Schedule of Placement Agent Warrants Black-Scholes Option Pricing Model June 2024 December 2024 June 2025 July 2025 PIPE Offering PIPE Offering PIPE Offering PIPE Offering Expected volatility 100.4 % 104.3 % 98.9 % 95.1 % Risk-free interest rate 4.45 % 4.09 % 3.86 % 3.86 % Expected dividend yield 0 % 0 % 0 % 0 % Expected life of warrants in years 2.75 2.75 2.5 2.5 Estimated fair value of placement agent warrants $ 1.70 $ 1.52 $ 0.55 - 0.80 $ 0.82 F- 16 On November 3, 2025, the Company entered into securities purchase agreements (the “Cash Securities Purchase Agreements”) with certain accredited investors (the “Cash Purchasers”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement offering (the “Cash Offering”) an aggregate of 25,966,048 shares of common stock of the Company (the “Cash Shares”), par value $ 0.0001 per share (“Common Stock”) and/or pre-funded warrants (the “Cash Pre-Funded Warrants”) to purchase 6,351,021 shares of Common Stock (the “Cash Pre-Funded Warrant Shares”) at an offering price of $ 3.075 per share (the “Per Share Cash Purchase Price”) for gross proceeds of approximately $ 99.4 million. Each of the Cash Pre-Funded Warrants is immediately exercisable for one share of Common Stock subject to certain beneficial ownership limitations set forth therein. Additionally, on November 3, 2025, the Company entered into securities purchase agreements (the “Cryptocurrency Securities Purchase Agreements”) with certain accredited investors (the “Cryptocurrency Purchasers”) pursuant to which the Company agreed to sell in a private placement (the “Cryptocurrency Offering”) pre-funded warrants (the “Cryptocurrency Pre-Funded Warrants”) to purchase 145,105,094 shares of Common Stock at an offering price of $ 3.075 less $ 0.0001 per shares for gross proceeds in Canton Coin of approximately $ 446.2 million. The Cryptocurrency Purchasers will tender Canton Coin to the Company as consideration for the Cryptocurrency Pre-Funded Warrants. The exercise of the Cryptocurrency Pre-Funded Warrants into Common Stock is subject to shareholder approval (“Shareholder Approval”) and such warrants will not be exercisable until such Shareholder Approval is received. Net proceeds to the Company from the combined Cash Offering and Cryptocurrency Offering were approximately $ 537.1 million after deducting $ 8.5 million in offering costs. Both the Cash Offering and Cryptocurrency Offering closed on November 6, 2025. In conjunction with the Cash Securities purchase Agreements and the Cryptocurrency Securities Purchase Agreements, the Company issued strategic advisor warrants to purchase up to 10,318,215 shares of the Company’s common stock, exercisable at $ 0.001 per share (the “Strategic Advisor Warrants”). In accordance with Nasdaq Listing Rule 5635(a), the issuance of shares pursuant to the Strategic Advisor Warrants were approved by shareholders on January 30, 2026. On November 6, 2025, the Company entered into an at-the-market agreement (the “2025 ATM Agreement”) with ClearStreet LLC and President Street Global LLC (the “ATM Sales Agents”) under which the Company may sell, from time to time through the ATM Sales Agents, shares of common stock in one or more offerings up to a total dollar amount of $ 65 million. On December 3, 2025 President Street Global LLC provided notice to the Company terminating participation in the 2025 ATM Agreement, leaving Clear Street LLC as the sole ATM Sales Agent. Sales of shares of the Company’s common stock through the ATM Sales Agent, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Stock Market LLC or any other existing trading market for the common shares. The Company’s common stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3and an accompanying prospectus declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023, and pursuant to a prospectus supplement dated November 7, 2025. As of December 31, 2025, the Company had sold 1,657,799 shares of common stock pursuant to the 2025 ATM Agreement for net proceeds of approximately $ 5.1 million after deducting commissions of approximately $ 0.1 million. On February 18, 2026, the Company’s common stock began trading under the ticker symbol, “CNTN.” F- 17 Note 6 – Stock Based Compensation Incentive Plans and Options Under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) the Company could grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. Up to 261 shares of the Company’s common stock could be issued pursuant to the 2017 Plan. The Company granted options to acquire 255 shares of common stock at $ 4,950 per share under the 2017 Plan. During the year ended December 31, 2025, options to acquire 135 shares of common stock were forfeited. At December 31, 2025 and 2024, there were options outstanding to acquire 120 and 255 shares of common stock, respectively. As of December 31, 2025 and 2024, all such options were fully vested, and had a weighted average remaining contractual life of approximately 1.8 and 3.2 years, respectively. In July 2019, the Company authorized the 2019 Stock Incentive Plan (the “2019 Plan”). Under the 2019 Plan, the Company could grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. As of both December 31, 2025 and 2024, the Company had granted options to acquire 10,452 shares of common stock under the 2019 Plan, of which 4,940 were exercised. There were stock options outstanding to acquire 5,512 shares of common stock with a weighted-average exercise price of $ 1,105.50 and weighted average contractual terms of 6.8 years at December 31, 2024. During the year ended December 31, 2025, options to acquire 4,619 shares of common stock were forfeited. There are stock options outstanding to acquire 893 shares of common stock with a weighted-average exercise price of $ 1,011.03 and weighted average contractual terms of 4.4 years at December 31, 2025. On August 17, 2023, the Company authorized the Tharimmune, Inc., Inc. 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. Initially, there were 6,934 shares of the Company’s common stock available to be issued pursuant to the 2023 Plan. Under an amendment and restatement to the 2023 Plan approved by the Company’s stockholders on May 14, 2024, a total of up to 173,600 shares of the Company’s common stock may be issued pursuant to the 2023 Plan. In addition, under the amendment, an “evergreen” provision was added to automatically increase the number of shares available under the 2023 Plan on January 1 annually, beginning January 1, 2025 and ending January 1, 2033, equal to the lesser of five percent of the shares of common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year or such lesser number of shares of the Company’s common stock as determined by the Board of Directors. Effective January 1, 2025, an additional 98,688 shares of the Company’s common stock were added to the 2023 Plan. Further, effective June 10, 2025, the shareholders approved an amendment to the 2023 Plan, increasing the 2023 Plan by 520,314 shares, to a total of 792,602 shares available under the 2023 Plan. Finally, effective October 9, 2025, the shareholders approved an additional amendment to the 2023 Plan, increasing the 2023 Plan by 1,207,398 shares, to a total of 2,000,000 shares available under the 2023 Plan. During the years ended December 31, 2025 and 2024, the Company granted 823,833 and 102,853 options to acquire shares of common stock under the 2023 Plan, respectively. During the year ended December 31, 2025, options to acquire 145,992 shares of common stock were forfeited. During the year ended December 31, 2025, options to acquire 125,000 shares were exercised for proceeds of $ 166,250 . At December 31, 2025 and 2024, 802,671 and 70,412 shares of common stock remained available for issuance under the 2023 Plan, respectively. As of December 31, 2025 and December 31, 2024, there were stock options outstanding to acquire 656,029 and 103,188 shares of common stock with a weighted-average exercise price of $ 1.94 and $ 3.11 , respectively, and weighted-average contractual terms of 9.6 years and 9.6 years, respectively. In September 2025, the compensation committee of the Board approved accelerating the vesting of options to purchase approximately 258,000 shares of common stock, resulting in additional non-cash stock-based compensation of approximately $ 0.2 million. F- 18 The following table summarizes stock-based activities under the 2017 Plan, 2019 Plan, and 2023 Stock Incentive Plans: Schedule of Stock Option Activity Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2023 6,102 $ 1,208.72 7.8 years Granted 102,853 $ 2.925 9.6 years Outstanding at December 31, 2024 108,955 $ 70.46 9.5 years Granted 823,833 $ 1.78 9.6 years Exercised ( 125,000 ) $ 1.33 9.6 years Forfeited ( 150,746 ) $ 41.26 8.8 years Outstanding at December 31, 2025 657,042 $ 4.32 9.6 years Exercisable options at December 31, 2025 657,042 $ 4.32 9.6 years Vested and expected to vest at December 31, 2025 657,042 $ 4.32 9.6 years The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period (ranging between immediate vesting and four years). The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, risk-free interest rate and forfeitures. Forfeitures are accounted for as they occur. Stock options granted during the years ended December 31, 2025 and 2024 were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions: Schedule of Options Weighted Average Assumptions For the years ended December 31, 2025 2024 Expected volatility 91.4 – 102.3 % 100.8 % Risk-free interest rate 3.72 – 4.61 % 3.80 % Expected dividend yield 0 % 0 % Expected life of options in years 5.0 5.0 Estimated fair value of options granted $ 0.99 – 2.33 2.23 The weighted-average grant date fair value of stock options granted during years ended December 31, 2025 and 2024 was approximately $ 1.35 and $ 2.23 , respectively. The weighted-average fair value of stock options vested during the years ended December 31, 2025 and 2024 was approximately $ 2.24 and $ 16.38 , respectively. Total stock-based compensation expense included in the accompanying consolidated statements of operations was as follows: Schedule of Stock-Based Compensation Expense 2025 2024 For the years ended December 31, 2025 2024 Research and development $ 484,416 $ 338,022 General and administrative 2,401,693 372,291 Total stock-based compensation $ 2,886,109 $ 710,313 As of December 31, 2025, there was no unrecognized compensation expense related to non-vested options. F- 19 Warrants In connection with the IPO, the Company issued warrants to purchase such number of shares of the Company’s common stock equal to 5% of the total shares of common stock issued in the IPO, or 500 warrants. The warrants are exercisable at $ 1,875.00 per share, were not exercisable within the first six months after issuance, and may, under certain circumstances, be exercised on a cashless basis. The exercise price of the warrants is subject to standard anti-dilutive provision adjustments for stock splits, stock combinations, or similar events affecting the Company’s common stock. The Company has determined that these warrants should be classified as equity instruments since they do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount of common stock. In addition, these warrants are indexed to common stock and do not have any unusual anti-dilution rights. In connection with the June 2024 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the June 2024 Pre-Funded Warrants to purchase 452,253 shares of the Company’s common stock at an exercise price of $ 0.001 , the June 2024 PIPE Warrants to purchase 329,771 shares of the Company’s common stock at an exercise price of $ 3.09 , and the June 2024 Placement Agent Warrants to purchase up to 39,573 shares of the Company’s common stock, exercisable at $ 3.06 per share. The June 2024 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The June 2024 PIPE Warrants and were immediately exercisable and are able to be exercised until five and one-half years from the issuance date, or December 21, 2029. The June 2024 Placement Agent Warrants were exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or December 21, 2029. As of December 31, 2025 and 2024, 452,253 and 368,533 of the June 2024 Pre-Funded Warrants have been exercised, respectively, 229,430 and 0 of the June 2024 PIPE Warrants have been exercised, respectively, and none of June 2024 Placement Agent Warrants have been exercised. In connection with the December 2024 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the December 2024 Pre-Funded Warrants to purchase 491,157 shares of the Company’s common stock at an exercise price of $ 0.001 , the December 2024 Warrants to purchase 480,721 shares of the Company’s common stock at an exercise price of $ 2.030 , and the December 2024 Placement Agent Warrants to purchase up to 57,687 shares of the Company’s common stock, exercisable at $ 2.031 per share. The December 2024 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The December 2024 Warrants and December 2024 Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or December 9, 2030. As of December 31, 2025 and 2024, 491,157 and 0 of the December 2024 Pre-Funded Warrants have been exercised, respectively, 317,673 and 0 of the December 2024 Warrants have been exercised, respectively, and none of the December 2024 Placement Agent Warrants have been exercised as of December 31, 2025 and 2024. In connection with the June 2025 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the June 2025 Pre-Funded Warrants to purchase 137,838 shares of the Company’s common stock at an exercise price of $ 0.001 , the June 2025 Series A Warrants to purchase 1,689,189 shares of the Company’s common stock at an exercise price of $ 1.29 , the June 2025 Series B Warrants to purchase 844,570 shares of the Company’s common stock at an exercise price of $ 3.00 , the June 2025 Series A Placement Agent Warrants to purchase 118,243 shares of the Company’s common stock at an exercise price of $ 1.29 , and the June 2025 Series B Placement Agent Warrants to purchase 59,119 shares of the Company’s common stock at an exercise price of $ 3.00 . The June 2025 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The June 2025 Series A and B Warrants and the June 2025 Series A and B Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and a half years from the issuance date, or June 13, 2031. On October 1, 2025, the June 2025 Series A and B Warrant agreements were amended to be exercisable immediately and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 137,838 of the June 2025 Pre-Funded Warrants have been exercised, 824,327 of the June 2025 Series A Warrants have been exercised, and 114,862 of the June 2025 Series B Warrants, and none of the June 2025 Series A Placement Agent Warrants or the June 2025 Series B Placement Agent Warrants have been exercised. In connection with the July 2025 Direct Offering as described in Note 5 to the consolidated financial statements, the Company issued the July 2025 Direct Pre-Funded Warrants to purchase 559,910 shares of the Company’s common stock at an exercise price of $ 0.001 , and the July 2025 Private Placement Warrants to purchase 974,241 shares of the Company’s common stock at an exercise price of $ 1.66 . The July 2025 Direct Pre-Funded Warrants were immediately exercisable and fully exercised as of December 31, 2025. The July 2025 Private Placement Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or July 23, 2031. On October 1, 2025, the July 2025 Direct Warrant agreements were amended to be exercisable immediately and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 559,910 of the July 2025 Direct Pre-Funded Warrants have been exercised and 229,719 of the July 2025 Private Placement Warrants have been exercised. In connection with the July 2025 PIPE Offering as described in Note 5 to the consolidated financial statements, the Company issued the July 2025 Pre-Funded Warrants to purchase 103,490 shares of the Company’s common stock at an exercise price of $ 0.001 , the July 2025 Warrants to purchase 744,680 shares of the Company’s common stock at an exercise price of $ 1.52 , and the July 2025 Placement Agent Warrants to purchase 52,128 shares of the Company’s common stock at an exercise price of $ 1.66 . The July 2025 Pre-Funded Warrants were immediately exercisable and are fully exercised as of December 31, 2025. The July 2025 Warrants and the July 2025 Placement Agent Warrants are exercisable six months from the date of issuance and are able to be exercised until five and one-half years from the issuance date, or July 25, 2031. On October 1, 2025, the July 2025 Private Placement Warrants were amended to be exercisable immediately, and are able to be exercised until five and one-half years from the issuance date. As of December 31, 2025, 103,490 of the July 2025 PIPE Pre-Funded Warrants have been exercised, 699,088 of the July 2025 Warrants, and none of the July 2025 Placement Agent Warrants have been exercised. F- 20 In connection with the August 2025 Direct Offering as described in Note 5 to the consolidated financial statements, the Company issued the August 2025 Direct Pre-Funded Warrants to purchase 983,111 shares of the Company’s common stock at an exercise price of $ 0.001 . The August 2025 Direct Pre-Funded Warrants were immediately exercisable and as of December 31, 2025, all 983,111 of the August 2025 Direct Pre-Funded Warrants have been exercised. In connection with the Cash Securities Purchase Agreements as described in Note 5 to the consolidated financial statements, the Company issued the Cash Pre-Funded Warrants to purchase 6,351,021 shares of Common Stock at an exercise price of $ 0.001 . Each of the Cash Pre-Funded Warrants is immediately exercisable for one share of Common Stock subject to certain beneficial ownership limitations set forth therein. In connection with the Cryptocurrency Securities Purchase Agreements as described in Note 5 to the consolidated financial statements, the Company issued the Cryptocurrency Pre-Funded Warrants to purchase 145,105,094 shares of Common Stock. The exercise of the Cryptocurrency Pre-Funded Warrants into Common Stock was subject to shareholder approval, and was approved on January 30, 2026 at a special meeting. In conjunction with the Cash Securities purchase Agreements and the Cryptocurrency Securities Purchase Agreements, the Company issued strategic advisor warrants to purchase up to 10,318,215 shares of the Company’s common stock, exercisable at $ 0.001 per share (the “November 2025 Strategic Advisor Warrants”) Terms of the warrants outstanding at December 31, 2025 are as follows: Schedule of Warrants Initial Expiration Exercise Warrants Warrants Warrants Issuance Date Exercise Date Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 1,875.00 500 - 500 May 2, 2023 November 2, 2023 May 2, 2028 $ 234.375 424 - 424 November 30, 2023 May 27, 2024 May 2, 2028 $ 18.75 20,000 - 20,000 June 21, 2024 June 21, 2024 N/A $ 0.001 452,253 452,253 - June 21, 2024 June 21, 2024 December 21, 2029 $ 3.09 329,771 229,430 100,341 June 21, 2024 June 21, 2024 December 21, 2029 $ 3.06 39,573 - 39,573 December 9, 2024 December 9, 2024 N/A $ 0.001 491,157 491,157 - December 9, 2024 June 9, 2025 December 9, 2030 $ 2.03 480,721 317,673 163,048 December 9, 2024 June 9, 2025 December 9, 2030 $ 2.031 57,687 - 57,687 June 20, 2025 June 20, 2025 N/A $ 0.001 137,838 137,838 - June 20, 2025 December 20, 2025 * June 20, 2031 * $ 1.29 1,689,189 824,327 864,862 June 20, 2025 December 20, 2025 * June 20, 2031 * $ 3.00 844,570 114,862 729,708 June 20, 2025 December 20, 2025 June 20, 2031 $ 1.29 118,243 - 118,243 June 20, 2025 December 20, 2025 June 20, 2031 $ 3.00 59,119 - 59,119 July 25, 2025 July 25, 2025 N/A $ 0.001 559,910 559,910 - July 25, 2025 January 25, 2026 * July 25, 2031 * $ 1.66 974,241 229,719 744,522 July 25, 2025 July 25, 2025 N/A $ 0.001 103,490 103,490 - July 25, 2025 January 25, 2026 * July 25, 2031 * $ 1.52 744,680 699,088 45,592 July 25, 2025 January 25, 2026 July 25, 2031 $ 1.66 52,128 - 52,128 August 26, 2025 August 26, 2026 N/A $ 0.001 983,111 983,111 - November 6, 2025 November 6, 2025 N/A $ 0.001 6,351,021 - 6,351,021 November 6, 2025 November 6, 2025 N/A $ 0 145,105,094 - 145,105,094 November 6, 2025 January 30, 2026 January 30, 2031 $ 0.001 10,318,215 - 10,318,215 * The exercise and expiration dates for the referenced common warrants were amended in October 2025 to reflect an exercise date of October 1, 2025. See above for further detail. F- 21 Restricted Stock Units During the year ended December 31, 2025, as stock-based consideration for consulting services, the Company granted restricted stock units (“RSUs”) under the 2023 Plan representing the right to receive 35,000 shares of the Company’s common stock. The RSUs will 100% vest on June 30, 2026, provided that the grantee remains a consultant of the Company. Also during the year ended December 31, 2025, as stock-based consideration for services, the Company granted restricted stock units (“RSUs”) under the 2023 Plan representing the right to receive 375,000 shares of the Company’s common stock that vested 100 % immediately. The grant date fair value of an RSU represents the closing price of the Company’s common stock on the date of grant. For those not vesting immediately, the estimated fair value of each RSU is then expensed over the requisite service period, which is generally the vesting period. The total stock compensation expense related to RSUs for the year ended December 31, 2025 was $ 1,206,349 . The total estimated fair value of RSUs at December 31, 2025 was $ 1,230,503 , of which $ 24,154 remains to be vested quarterly through June 30, 2026. As of December 31, 2025, there are 35,000 outstanding unvested RSUs, which will fully vest on June 30, 2026 . Termination Agreement In connection with the resignation of a board member, effective June 23, 2025, 6,300 shares of the Company’s common stock were issued as stock-based compensation at an estimated fair value of $ 8,253 , included in the RSU related stock compensation expense. Note 7 – Income Taxes The following table presents the domestic and foreign components of loss before income taxes: Schedule of Domestic and Foreign Components of Loss Before Income Taxes 2025 2024 Year Ended December 31, 2025 2024 Domestic ( 42,103,363 ) ( 12,197,568 ) Foreign - - Total loss before income taxes $ ( 42,103,363 ) $ ( 12,197,568 ) The income tax provision (benefit) consists of the following amounts: Schedule of Income Tax Provision (Benefit) 2025 2024 Year Ended December 31, 2025 2024 Current tax provision (benefit) Federal - - State and local - - Total current tax provision (benefit) - - Deferred tax provision (benefit) Federal ( 4,622,176 ) State and local ( 1,564,937 ) - Total deferred tax provision (benefit) ( 6,187,113 ) - Net tax provision (benefit) $ ( 6,187,113 ) $ - F- 22 A reconciliation of the income tax provision (benefit) to the amount computed by applying the 21 % statutory US Federal Income tax rate to loss before income taxes after adoption of ASU 2023-09 is as follows: Schedule of Effective Income Tax Reconciliation For the years ended December 31, 2025 Income tax benefit at the federal statutory rate $ ( 8,841,706 ) 21.0 % Permanent differences and other 839,473 ( 2.0 )% State income taxes ( 1,564,937 ) 3.7 % Research and development credit limitation 381,702 ( 0.9 )% Net operating loss carryforward limitation 6,523,237 ( 15.5 )% Other 389,084 ( 0.9 )% Change in valuation allowance ( 3,913,966 ) 9.3 % Effective income tax expense $ ( 6,187,113 ) $ 14.7 % A reconciliation of the income tax provision (benefit) to the amount computed by applying the 21 % statutory US Federal Income tax rate to loss before income taxes for years prior to adoption of ASU 2023-09 is as follows: For the year ended December 31, 2024 Income tax benefit at the federal statutory rate 21.0 % Permanent differences and other ( 0.2 )% State income taxes 7.0 % Research and development credit 1.1 % Change in valuation allowance ( 28.9 )% Effective income tax expense $ 0.0 % The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows: Schedule of Significant Components of Company’s Deferred Tax Assets 2025 2024 December 31, 2025 2024 Deferred tax asset (liabilities) related to: Federal net operating loss carryforward $ 1,266,245 $ 4,264,000 State net operating loss carryforward 428,714 1,444,000 Capitalized costs 1,613,924 1,957,000 Acquired in-process research and development 1,341,733 1,027,000 Research and development credit - 382,000 Stock compensation 403,744 904,000 Accrued expenses and other 24,602 211,000 Digital assets ( 117,934,191 ) - Total deferred tax assets (liabilities) ( 112,855,228 ) 10,189,000 Valuation allowance ( 5,078,963 ) ( 10,189,000 ) Deferred tax assets (liabilities), net of valuation allowance $ ( 117,934,191 ) $ - In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to expiration of the net operation loss carryforwards. At December 31, 2025 and 2024 the Company has recorded a full valuation allowance against its net deferred tax assets of $ 5,078,963 and $ 10,189,000 respectively. The change in the valuation allowance during the year ended 2025 was ($ 5,109,889 ) . At December 31, 2025, the Company had federal net operation loss (NOL) carryforwards of approximately $ 6,029,739 . The federal net operating loss carryforwards begin to expire in 2028, losses generated in 2018 or later of $ 6,029,739 will carry forward indefinitely. Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined. The Company may be subject to the net operating loss utilization provision of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation of the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company's capital during a specified period prior to the change, and the federal published interest rate. Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited. The Company has reduced the gross amount of NOL and tax credits included in the calculation of deferred taxes given the expectation that ownership change limitations will apply. In connection with the Cryptocurrency Offering (see Note 5), investors contributed digital assets in exchange for pre-funded warrants in a transaction intended to qualify as a tax-free exchange under Internal Revenue Code Section 351, and the Company has a carryover tax basis in the property contributed. As a result, the company recognized an initial deferred tax liability of approximately $ 124.1 million which was recorded as a reduction to Additional paid in capital. F- 23 Note 8 – Commitments and Contingencies Research Collaboration and Product License Agreement with Minotaur Therapeutics, Inc. (“Minotaur”) and Commercial License Agreement with Taurus Biosciences, LLC (“Taurus”) The Company has entered into a research collaboration and product license agreement with Minotaur (as amended, the “Minotaur Agreement”) and a commercial license agreement with Taurus (the “Taurus Agreement”) for use of certain technology, including OmniAb antibodies, to advance Picobodies against novel, unreachable, and undruggable epitopes in high-value validated targets starting with PD-1. The Minotaur Agreement and Taurus Agreement are for the development of proprietary targeted biologics, including GV1940, against PD-1. It is anticipated that the Company will collaborate with Minotaur under the license from Taurus to discover, develop, and advance biotherapeutics against high-value validated IO targets starting with PD-1. The Minotaur Agreement included an up-front payment of $ 150,000 , which was paid in January 2023. In addition, the Company shall fund the discovery and characterization study performed by Minotaur as set forth in the Minotaur Agreement. Pursuant to the Minotaur Agreement, the Company shall pay Minotaur a milestone payment of $ 1,000,000 for each first Product (as defined in the Minotaur Agreement) directed against a target and first regulatory approval in the U.S. In addition, the Company shall pay a low single digit royalty on net sales until the later of (i) ten years after the First Commercial Sale (as defined in the Minotaur Agreement) of such Product in such country and (ii) the expiration of the last-to-expire Valid Claim (as defined in the Minotaur Agreement) of a Collaboration Patent (as defined in the Minotaur Agreement) or MINT Patent (as defined in the Minotaur Agreement) covering the manufacture, use, or sale of such Product. The Taurus Agreement contains single digit payments on net product sales and certain development milestone payments tied to the advancement through clinical trials and final regulatory approval. During the year ended December 31, 2025, the Company incurred success fees of $ 100,000 to Minotaur. Research and Development Collaboration and License Agreement with Applied Biomedical Science Institute On July 5, 2023 (the “ABSI Effective Date”), the Company entered into a Research and Development Collaboration and License Agreement (the “ABSI Agreement”) with ABSI pursuant to which ABSI granted the Company an exclusive royalty-bearing, sublicensable license to the ABSI Patents (as defined in the ABSI Agreement) and a non-exclusive, royalty-bearing, sublicensable license to the ABSI Know-How (as defined in the ABSI Agreement) to Exploit (as defined in the ABSI Agreement) the ABSI Products (as defined in the ABSI Agreement) for the treatment, diagnosis, prediction, detection or prevention of disease in humans and animals worldwide (the “Territory”). Pursuant to the ABSI Agreement, the parties shall form a committee to manage the preclinical, investigational new drug enabling studies and such other activities as shall lead to the initiation of a Phase 1 clinical trial of the ABSI Product. The parties will collaborate on a Target-by-Target basis to identify and evaluate ABSI Products directed against such Target (as defined below) with a view to identifying or generating suitable Products (as defined in the ABSI Agreement) for the Company to Exploit. “Target” means ErB2 (Her2) and ErbB3. Upon completion of the Discovery Timeline (as defined in the ABSI Agreement) for a Target, subject to the terms and conditions of ABSI Agreement, the Company shall exclusively own any ABSI Products against such Target. In the event the committee determines that the discovery activities are unsuccessful with respect to a Target, the Company may propose an additional target, which, upon approval by ABSI, shall replace a failed Target. F- 24 Pursuant to the ABSI Agreement: (i) the Company issued ABSI 25,107 shares of its common stock which is equal to $ 250,000 based on the ten day trailing volume weighted-average price of the Company’s common stock prior to the date of issuance (see Note 3 to the consolidated financial statements for details of the July 27, 2023 issuance of the Company’s common stock to ABSI); (ii) in the event the Company closes a financing pursuant to which it receives more than $ 10 million in Net Proceeds (as defined in the ABSI Agreement), the Company shall pay ABSI a mid-six digit amount; (iii) upon the achievement of certain milestones as set forth in the ABSI Agreement, the Company shall pay ABSI up to an aggregate of $ 8,250,000 ; (iv) after the second anniversary of the ABSI Effective Date, the Company shall pay ABSI a low five digit amount for the first year and a mid-five digit amount thereafter during the Royalty Term (as defined in the ABSI Agreement); and (v) during the Royalty Term for each Product, the Company shall pay ABSI a quarterly royalty on the Net Sales (as defined in the ABSI Agreement) with royalties at percentages which range from the low to mid-single digits, with high Net Sales being subject to lower royalty rates, subject to adjustment as set forth in the ABSI Agreement. In addition, in the event the Company transfers all or substantially all of its rights to a Product to a third party, the Company shall pay to ABSI the percentage of Net Proceeds attributable to the transfer of the Product. Specifically, the Company shall pay ABSI amounts at percentages which range from the mid-single digit to low double digits depending on the Company Expenses (as defined in the ABSI Agreement), with higher Company Expenses being subject to lower rates. On a Product-by-Product basis, upon the expiration of the last Royalty Term of such Product in the Territory, licenses granted to the Company with respect to such Product shall be deemed non-exclusive, fully paid, royalty-free, perpetual and irrevocable. The ABSI Agreement shall expire upon the expiration of the last Royalty Term of the last Product, unless such agreement is terminated earlier pursuant to its terms. The ABSI Agreement may also be terminated (i) by either the Company or ABSI for (A) a material breach of the ABSI Agreement or (B) bankruptcy, (ii) ABSI may terminate the ABSI Agreement upon the commencement of a Challenge Proceeding (as defined in the ABSI Agreement) or (iii) the Company may terminate the ABSI Agreement at any time upon 90 days prior written notice to ABSI. Upon termination or expiration of the ABSI Agreement other than as a result of a bankruptcy or Challenge Proceeding, all licenses granted to the Company pursuant to such agreement will terminate and all rights under such licenses shall revert to ABSI. On March 11, 2024, the Company entered into an addendum to the ABSI Agreement to fund research services with quarterly payments of $ 50,000 beginning March 18, 2024 with subsequent payments due on the 18 th of each calendar quarter. Effective July 31, 2025, the quarterly services agreement was terminated. During the years ended December 31, 2025 and 2024, the Company incurred research service expense of $ 100,000 and $ 200,000 to ABSI, respectively. Avior Patent License Agreement On November 3, 2023 (the “Avior Effective Date”), the Company entered into the Avior Patent License Agreement with Avior pursuant to which the Company received an exclusive sublicensable right and license to Licensed Patent Rights and Licensed Technology to, among other things, Develop, have Developed, make, have made, use, sell, import, export and commercialize GV104 and GV103 and to practice the Licensed Technology in connection with the foregoing, throughout the world. Pursuant to the Avior Patent License Agreement, the Company paid Avior an up front license fee of $ 0.4 million within ten days of the Avior Effective Date and a quarterly license fee of $ 0.15 million which was paid at the end of each fiscal quarter following the Avior Effective Date. In addition, the Company shall pay Avior a high single digit percentage of any upfront payments received by it as a result of the grant of any sublicenses with respect to GV104. The Company shall also pay Avior milestone payments in the aggregate amount of $ 27,250,000 upon the occurrence of various development milestones (the “Development Milestone Payments”). Furthermore, the Company shall pay Avior certain fees based upon sales milestones. The payments for such sales milestones range from the low seven digits to the low eight digits with higher sales being subject to higher fees. Finally, the Company shall pay Avior royalties based on net sales. Such royalties range from low single digit percentages to mid-single digit percentages with higher sales being subject to lower percentages. The Avior Patent License Agreement shall expire upon the expiration of the final payment obligation due to Avior as set forth in such agreement. Upon the expiration of the Avior Patent License Agreement, the Company shall have a fully paid, irrevocable, freely transferable and sublicensable worldwide license to the Licensed Patent Rights and Licensed Technology to Develop, have Developed, make, have made, use, have used sell, offer for sale, have sold, import, have imported, export, have exported, commercialize or have commercialized any and all Licensed Products and to practice the Licensed Technology worldwide. Pursuant to the Avior Patent License Agreement, the Company may terminate the agreement at any time without cause, upon 30 days’ prior written notice to Avior along with payment of the next unpaid Development Milestone Payment, if any. Furthermore, either the Company or Avior may terminate the Avior Patent License Agreement (i) on written notice to the other party if the other party materially breaches any provision of the Avior Patent License Agreement and fails to cure such breach within 30 days after the breaching party receives written notice thereof or (ii) on written notice in the event that either party (A) becomes insolvent or admits its inability to pay its debts generally as they become due; (B) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully dismissed or vacated within 60 days; (C) is dissolved or liquidated or takes any corporate action for such purpose; (D) makes a general assignment for the benefit of creditors; or (E) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon termination of the Avior Patent License Agreement, the license granted pursuant to such agreement shall terminate and all rights in the Licensed Patent Rights and Licensed Products shall revert back to Avior. F- 25 During the year ended December 31, 2025, the Company incurred milestone fees to Avior of $ 1.25 million in accordance with the terms of the agreement, which are recorded as accrued expenses in the accompanying consolidated financial statements. During the year ended December 31, 2024, the Company incurred license fees of $ 0.75 million to Avior in accordance with the terms of the agreement, of which $ 0.6 million had been paid during the year ended December 31, 2024. Enkefalos License Agreement On June 17, 2024 (the “Enkefalos Effective Date”), the Company signed a letter of intent to enter into the Enkefalos License Agreement with Enkefalos Biosciences Inc. (“Enkefalos”) pursuant to which the Company is licensing the global rights in all fields of use for the products related to the compounds knows as cyclotides to deliver HER2 antibodies across the blood-brain barrier and all associated know-how, technology, intellectual property and related information and constructs, and any associated authorized generic rights and all related assets (collectively, the “Products” referred to in this letter as ENBI-01) from Enkefalos. This agreement was terminated during the six months ended June 30, 2025. Pursuant to the Enkefalos License Agreement, the Company paid Enkefalos an up-front license fee of $ 150,000 , included within research and development expenses, within ten days of the Enkefalos Effective Date. Upon termination of the Enkefalos License Agreement, the license granted pursuant to such agreement terminated and all rights in the Licensed Patent Rights and Licensed Products reverted back to Enkefalos. During the years ended December 31, 2025 and 2024, the Company incurred license fees of $ 0 and $ 150,000 to Enkefalos in accordance with the terms of the agreement. Intract Patent License Agreement On September 11, 2024, the Company entered into the Intract Agreement pursuant to which the Company exclusively licensed INT-023/TH023, an oral anti-Tumor Necrosis Factor-alpha (TNF-α) monoclonal antibody infliximab. Under the terms of the Intract Agreement, the Company licensed global development and commercialization rights (outside of South Korea) to Intract’s Soteria® and Phloral® delivery platform along with an existing supply agreement for infliximab to be used in the oral product development program. Pursuant to the Intract Agreement, the Company paid Intract an up-front license fee of $ 0.4 million and Intract is eligible to receive additional payments upon an equity financing of the Company and additional payments for future development, regulatory and commercial milestones, as well as mid-single digit royalties based on net product sales. During the six months ended June 30, 2025, the Company amended the Intract Agreement to change the payment terms of certain milestone fees, which increased the total milestone fees by $ 0.15 million. Pursuant to the Intract Agreement, the Company retains a right of first refusal to continue development and commercialization after a Phase 2 clinical trial. In addition, the Company has the option to exercise the license to Intract’s platform for up to four additional targets. The term of the Intract Agreement expires upon the final payment obligation of Canton Strategic Holdings, Inc. and may be terminated by Canton Strategic Holdings, Inc. at any time upon 90 days written notice to Intract. Either party may terminate the Intract Agreement if the other party materially breaches any provision of the Intract Agreement and fails to cure such breach within 30 days after the breaching party receives written notice thereof. In addition, either party may terminate the Intract Agreement on written notice in the event that either party declare: (a) becomes insolvent or admits inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully dismissed or vacated within 60 days; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. F- 26 During the years ended December 31, 2025 and 2024, the Company incurred fees of $ 150,000 and $ 1,000,000 to Intract in accordance with the terms of the agreement. Employment Agreements On July 6, 2023, the Company entered into an amended and restated employment agreement (the “Former CEO Employment Agreement”) with the now former CEO. The Former CEO Employment Agreement had the same terms as the COO Employment Agreement (as defined below) except, the CEO (i) would receive a base salary of $ 500,000 per year, which could be increased by the Board; and (ii) was eligible to receive an annual bonus equal to 60 % of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion. In addition, in the event the CEO’s employment was terminated by the Company other than as a result of his death or Disability and other than for Cause, or if the CEO terminated his employment for Good Reason, then, in addition to the Accrued Compensation, the Company would pay the CEO’s base salary and provide health benefits for a period of 18 months following the termination date (each as defined in the Former CEO Employment Agreement). In addition, all Restricted Shares and Stock Options (as defined in the Former CEO Employment Agreement) that had not vested as of the date of termination would be forfeited and outstanding unvested time-based equity awards would be accelerated in accordance with the applicable vesting schedule as if the now former CEO had been in service for an additional 12 months as of the termination date. Effective June 11, 2025, the CEO resigned, terminating the Former CEO Employment Agreement, and entered into a settlement and general release agreement (the “CEO Settlement Agreement”). Pursuant to the CEO Settlement Agreement, the former CEO received gross payments of $ 133,500 , less applicable withholdings and deductions, paid during the year ended December 31, 2025 as a result of the closing of at least $ 3 million in equity financings and the former CEO’s unvested stock options vested immediately. In connection with the appointment of the Company’s Chief Operating Officer on July 11, 2023, the Company entered into an employment agreement (the “COO Employment Agreement”) with the COO. The COO Employment Agreement shall continue for a period of five years and, thereafter, shall automatically renew for successive one-year terms unless either party provides the other party with written notice of non-renewal at least 60 days prior to the last day of the then-current term. Pursuant to the COO Employment Agreement, the COO would: (i) receive a base salary of $ 400,000 per year, which could be increased by the Board; (ii) be eligible to receive an annual bonus equal to 50 % of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion; (iii) be eligible to receive equity-based compensation awards as determined by the Company; (iv) receive reimbursement of reasonable business expenses; and (v) receive such other benefits that the Company may make available to its senior executives from time to time along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. Effective June 11, 2025, in connection with the resignation of the former CEO, the COO was appointed CEO. In connection with such appointment, the COO Employment Agreement was amended with similar terms to the agreement for the Executive Chairman of the Board as described below (the “Chairman Employment Agreement”). The Company’s current CEO received a base salary of $ 285,000 per year, which may be increased by the Board and is eligible to receive an annual bonus equal to 60 % of his then base salary based upon achievement of Company and individual targets to be established by the Board, in its sole discretion (the “Amended CEO Agreement”). In accordance with the Former CEO Employment Agreement and COO Employment Agreement, the compensation committee of the Board approved a bonus of 50% in equity compensation and 50% in cash compensation on January 13, 2025, based on corporate performance objectives earned during the year ended December 31, 2024. The former CEO’s equity bonus for the year ended December 31, 2024 was made up of options to purchase up to 80,958 shares of the Company’s common stock, which had a grant date fair value of $ 121,112 . The COO’s equity bonus for the year ended December 31, 2024 was made up of options to purchase up to 52,875 shares of the Company’s common stock, which had a grant date fair value of $ 79,100 . In connection with the appointment of the Company’s Executive Chairman of the Board (the “Chairman”), on June 11, 2025, the Company entered into an employment agreement with the Chairman (as amended, the “Chairman Employment Agreement”). The Chairman Employment Agreement shall continue for a period of five years and, thereafter, shall automatically renew for successive one year terms unless either party provides the other party with written notice of non-renewal at least 60 days prior to the last day of the then current term. Pursuant to the Chairman Employment Agreement, the Chairman received a base salary of $ 285,000 per year, which may be increased by the Board and shall: (i) be eligible to receive an annual bonus equal to 60 % of his then base salary based upon the achievement of Company and individual targets to be established by the Board, in its sole discretion; (ii) be eligible to receive equity-based compensation awards as determined by the Company; (iii) receive reimbursement of reasonable business expenses; and (iv) receive such other benefits that the Company may make available to its senior executives from time to time along with vacation, sick, and holiday pay in accordance with the Company’s policies established and in effect from time to time. In the event that the Chairman’s employment is terminated by the Company other than as a result of his death or disability and other than for cause, or if the Chairman terminates his employment for Good Reason (as defined in the Chairman Employment Agreement), then, in addition to accrued compensation, the Company shall (i) continue to pay his base salary and provide health benefits for a period of 12 months following the termination date or, in the case of benefits, such time as he receives equivalent coverage and benefits under plans and programs of a subsequent employer; and (ii) provide such other or additional benefits, if any, as may be provided under applicable employee benefit plans, programs and/or arrangements of the Company (other than any severance plans or programs). In addition, all unvested time-based equity awards (including restricted shares and stock options) shall be immediately and fully accelerate and become vested. Moreover, stock options that have vested as of the termination date shall remain exercisable until the earlier of (i) 60 months following such termination and (ii) the expiration date of the stock option. On September 2, 2025, the compensation committee of the Board approved an increase in the payment that the Chairman would receive in the event his employment was terminated within 12 months of a change of control of the Company from two times base salary and target bonus to three times base salary and target bonus. F- 27 On September 2, 2025, the compensation committee of the Board approved an increase of $ 100,000 in each of the current CEO’s base salary and the Chairman’s base salary such that both shall receive a base salary of $ 385,000 per year, which may be increased by the Board. In addition, the compensation committee of the Board approved an increase in the payment that the CEO and/or Chairman would receive in the event either of their employment was terminated within 12 months of a change of control of the Company from two times base salary and target bonus to three times base salary and target bonus. As of December 31, 2025, there was accrued bonus of $ 0.3 million included in accrued expenses in the accompanying consolidated balance sheet. In October 2025, the compensation committee of the Board approved cash bonuses to the Company’s employees of approximately $ 1.0 million. In connection with the Cash Offering and Cryptocurrency Offering (the “Offerings”), the Board approved cash bonus to the Company’s Chairman of $2.05 million, the CEO of Gravitas of $1.9 million, and other non-executive employees combined bonuses of $2.05 million. In connection with the Offerings, on November 6, 2025, a new Chief Executive Officer (“New CEO”) and director of the Board of Canton Strategic Holdings, Inc. was appointed and the former Chief Executive Officer was appointed Chief Executive Officer of Canton Strategic Holdings, Inc.’s subsidiary, Gravitas. A new president of Canton Strategic Holdings, Inc. (the “President”) was also appointed. The Company entered into an employment agreement with the New CEO to receive (i) an annual base salary of $ 500,000 , subject to review and adjustment by the Board from time to time, (ii) a one-time sign-on bonus of $ 150,000 , (iii) eligibility for an annual performance-based cash bonus of at least $ 125,000 for 2025 and equal to $ 500,000 plus an additional amount as determined by the Board for 2026 and for calendar years after 2026, an amount determined by the Board, in each case subject to continuous employment with the Company. The New CEO will be eligible to receive time-based and performance-based restricted stock units equal to 1% of the Company’s common stock on a fully diluted basis, subject to Board approval. The Company entered into an employment agreement with the President to receive (i) an annual base salary of $ 500,000 , subject to review and adjustment by the Board from time to time, (ii) eligibility for an annual performance-based cash bonus of at least $ 125,000 for 2025 and at least $ 500,000 for 2026 and for calendar years after 2026, an amount determined by the Board, in each case subject to continuous employment with the Company. The president will be eligible to receive time-based and performance-based restricted sock units equal to 0.9% of the Company’s common stock on a fully diluted basis, subject to Board approval. The employment agreements for the New CEO and the President provide that in the event the executive terminates their employment for “good reason” or the Company terminates their employment without “cause” (in each case as defined in their employment agreement), they are entitled to receive 12 months of base salary. However, if the New CEO is terminated by the Company without “cause” or if the President terminates for “good reason” prior to the payment of 2027 bonus, he will be paid a bonus for his service in 2026 and receive severance of $ 1,000,000 . The President will receive any unpaid portion of his 2025 and 2026 bonus as of the date of termination. Lastly, if either the New CEO or the President terminates for “good reason” or without “cause” within 12 months following a change in control (as defined in their employment agreements), all unvested time-vesting conditions of the restricted stock unit awards will accelerate and vest in full. On December 10, 2025, the Board appointed a new Chief Financial Officer of the Company (the “New CFO”). In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement with the New CFO setting forth the terms and conditions of his employment with the Company (the “CFO Employment Agreement”) dated December 10, 2025. Under the terms of the CFO Employment Agreement, the New CFO will be entitled to receive: (i) an annual base salary of $ 300,000 , subject to review and adjustment by the Company from time to time; and (ii) eligibility for an annual cash-based performance bonus, in an amount determined by the Board in its sole and absolute discretion, with a target amount equal to $ 100,000 , subject to continuous employment with the Company. The New CFO will also be eligible to receive grants of time-based and/or performance-based equity awards, in a form and amount determined by the Board in its sole and absolute discretion, subject to Board approval, vesting conditions established by the Board (or its compensation committee) and other conditions. The agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions. The CFO Employment Agreement provides that the New CFO’s employment is at will and may be terminated by either party at any time, with or without cause or notice. The CFO Employment Agreement provides that in the event the New CFO terminates his employment for “good reason” (as defined in the CFO Employment Agreement) or the Company terminates his employment without “cause” (as defined in the CFO Employment Agreement), he is entitled to receive the following benefits, subject to his execution of a general release of claims in the Company’s favor and obligations regarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; and (iv) twelve (12) months of base salary. In the event the New CFO voluntarily resigns other than for “good reason” (as defined in the CFO Employment Agreement) or his employment is terminated by us for “cause” (as defined in the CFO Employment Agreement), he will be entitled to receive: (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with our policy; and (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy. F- 28 Note 9 – Related Party Transactions Related Party Ownership The Company’s Chairman through year ended December 31, 2025 is a partner and licensed broker at President Street Global, a consultant for the Company. His combined ownership, both individually and through President Street Global and additional companies, is approximately 4 % of the Company’s outstanding common stock, including common shares available upon exercise of warrants and vested options to purchase shares of the Company’s common stock. During the year ended December 31, 2025, the Chairman purchased an aggregate of 337,338 common shares at the public offering price and on the same terms as the other purchasers in the June 2025 PIPE Offering for a purchase price of $ 500,000 , which includes 337,838 June 2025 Series A Warrants, and 168,918 June 2025 Series B Warrants. The Company made payments of approximately $ 3.5 million to President Street Global for services rendered during the year ended December 31, 2025, including offering commissions received as the broker in the various offerings. In addition, President Street Global received placement agent warrants to purchase up to 326,750 shares of the Company’s common stock as compensation for the Company’s June 2024 PIPE, December 2024 PIPE, June 2025 PIPE, and July 2025 PIPE offerings. The CEO of Gravitas, individually as well as through companies he serves as managing member and managing partner, collectively owns less than 1 % of the Company’s outstanding common stock, including common shares available upon exercise of warrants and vested options to purchase shares of the Company’s common stock. During the year ended December 31, 2025, the CEO purchased 60,806 common shares in the June 2025 PIPE Offering, June 2025 Series A Warrants to purchase up to 60,806 shares of common stock, and June 2025 Series B Warrants to purchase up to 30,403 shares of common stock. During the year ended December 31, 2025, the Company made a $ 50,000 contribution to a not-for-profit organization, of which the co-founder and president is a former board member. During the year ended December 31, 2025, the Company purchased $ 77,572,536 of CC in OTC transactions from a affiliate cryptocurrency liquidity provider under the control of a >5% shareholder. Note 10 – Segment Reporting Due to the new digital asset treasury strategy, the Company now has two reportable segments: digital asset treasury and clinical stage bio-technology. The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on the basis of net income/(loss) before income taxes. Summary segment financial performance measures evaluated by the CODM as of December 31, 2025 and 2024 and for the years then ended is as follows: Schedule of Segment Financial Performance 2025 2024 Segment Assets at December 31, 2025 2024 Digital asset treasury segment $ 513,964,900 $ - Clinical stage bio-technology segment 5,181,535 3,721,624 Total assets $ 519,146,435 $ 3,721,624 Digital asset treasury segment 2025 2024 For the years ended December 31, 2025 2024 Loss from operations $ ( 2,765,292 ) $ - Other income (expense) (a) 24,117 - Unrealized loss on digital assets holdings ( 22,010,362 ) - Total loss before income taxes $ ( 24,751,537 ) $ - Clinical stage bio-technology segment 2025 2024 For the years ended December 31, 2025 2024 Loss from operations $ ( 17,340,774 ) $ ( 12,433,792 ) Other income (expense) (a) ( 11,052 ) 236,224 Total loss before income taxes $ ( 17,351,826 ) $ ( 12,197,568 ) (a) Other income (expense) consists of interest income and interest expense. The following table is a reconciliation of segment total loss before income taxes to our consolidated total loss before income taxes. For the years ended December 31, 2025 2024 Digital asset treasury segment total loss before income taxes $ ( 24,751,537 ) $ - Clinical stage bio-technology segment total loss before income taxes ( 17,351,826 ) ( 12,197,568 ) Consolidated total loss before income taxes $ ( 42,103,363 ) $ ( 12,197,568 ) F- 29 Note 11 – Subsequent Events Except as noted below, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. January 30, 2026 Special Meeting of Stockholders On January 30, 2026, a special meeting of the stockholders was held and the following proposals were approved: two new directors were elected to the board of directors; the issuance of 10,318,215 shares of the Company’s common stock upon the exercise of the Strategic Advisor Warrants, valued at approximately $ 32 million, issued to certain strategic advisors in connection with the Strategic Advisor Agreement; the issuance of shares of the Company’s common stock upon the exercise of the Cash and Cryptocurrency Pre-Funded Warrants issued in connection with the November 2025 PIPE; the issuance of 162,601 Advisor RSUs of the Company’s common stock valued at approximately $ 0.5 million to the placement agent in connection with the private placement offering; and approval of an amendment to the Amended and Restated 2023 Omnibus Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 7,000,000 shares. The Advisor RSUs and Strategic Advisor Warrants are to be recognized in the Company’s financial statements as stock-based compensation and are considered vested as of the date of shareholder approval on January 30, 2026. Super Validator Subsequent to year end, pursuant to the Company’s digital asset treasury strategy, the Company was approved to operate a Super Validator on the Canton Network. January 2026 Registered Offering On January 20, 2026, the Company entered into an underwriting agreement with Clear Street LLC, as the sole underwriter, relating to an underwritten registered offering to a single institutional investor of (i) 1,800,000 shares of the Company’s common stock, par value $ 0.0001 per share, at an offering price of $ 2.9200 , and (ii) certain pre-funded warrants, at an offering price of Offering Price less $ 0.0001 per Pre-Funded Warrant, to purchase up to 17,000,000 shares of Common Stock. The Underwriter has agreed to purchase (i) the shares of Common Stock from the Company at a price of $ 2.8032 per share and (ii) the Pre-Funded Warrants at a price of $ 2.8031 per warrant. The gross proceeds to the Company from this offering were approximately $ 55 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the proceeds from this offering primarily for continued expansion and development of its Canton-centric digital asset treasury strategy, as well as with working capital for general corporate purposes. The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-292648), including the prospectus included therein, previously filed with the Securities and Exchange Commission (the “SEC”) and which became effective on January 16, 2026, and a prospectus supplement and the accompanying prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). Name Change On February 18, 2026, the Company changed its name to Canton Strategic Holdings, Inc., pursuant to an amended and restated Certificate of Incorporation filed with the Delaware Secretary of State and the Company’s common stock began trading under the ticker symbol “CNTN.” ATM Sales On March 3, 2026, the Company entered into an amended and restated sales agreement (the “March 2026 ATM Agreement”), with Clear Street and Virtu Americas LLC (“Virtu”, and together with Clear Street, the “Sales Agents”), relating to the sale of shares of the Company’s common stock. The Sales Agreement amends and restates the 2025 ATM Agreement. Pursuant to the March 2026 ATM Agreement, the aggregate gross sales price of Common Stock available for issuance under the Sales Agreement is $ 300,000,000 and such amount excludes the Common Stock previously sold under the 2025 ATM Agreement. From January 1 to March 26, 2026 the Company has sold 7,921,179 shares of common stock pursuant to the 2025 ATM Agreement and March 2026 ATM Agreement for net proceeds of approximately $ 35 million after deducting commissions of approximately $ 0.5 million. F- 30