What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-13 · 301 added, 215 removed, 668 unchanged (44% of the section changed)

1 unchanged sentence

THERAPEUTICS, INC.

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Prepaid expenses and other current assets

Total current assets

Property and equipment

Liabilities and Stockholders’ Equity:

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Common Stock, par value $ 0.0001 , 250,000,000 shares authorized;

4,022,143 shares issued and outstanding as of March 31, 2026;

4,022,143 shares issued and outstanding as of June 30, 2026;

2,660,110 shares issued and outstanding as of December 31, 2025.

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of Operations

For the three months ended

the three months ended June 30,

the six months ended June 30,

Operating expenses:

Research and development

Selling, general and administrative (including related party amounts of $ 190,583 and $ 0 , respectively)

Selling, general and administrative (including related party amounts of $ 428,966 and $ 619,549 for the three and six months ended June 30, 2026, respectively, and $ 0 for the three and six months ended June 30, 2025)

Total operating expenses

2 unchanged sentences

( 1,772,731 )

( 4,939,949 )

( 4,112,535 )

Other income and expenses:

2 unchanged sentences

$ ( 1,701,093 )

$ ( 4,814,769 )

$ ( 4,004,680 )

Net loss per share of Common Stock, basic and diluted

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$ ( 75,081,602 )

Stock-based compensation

( 2,967,063 )

Balance at June 30, 2026

$ ( 78,048,665 )

accompanying notes are an integral part of these financial statements.

4 unchanged sentences

$ ( 65,675,339 )

Stock-based compensation

Issuance of Common Stock and warrants from January 2025 PIPE, net of issuance costs

1 unchanged sentence

Issuance of Common Stock and warrants from March 2025 Warrant Inducement, net of issuance costs

Stock-based compensation

( 2,303,587 )

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$ ( 67,978,926 )

Stock-based compensation

Issuance of abeyance shares

Issuance costs related to the March 2025 Warrant Inducement

( 1,701,093 )

Balance at June 30, 2025

$ ( 69,680,019 )

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

of Cash Flows

For the three months ended

the six months ended June 30,

Cash flows from operating activities:

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( 4,624,547 )

Cash flows from investing activities:

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

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Net increase (decrease) in cash and cash equivalents

( 3,109,214 )

Cash and cash equivalents at beginning of period

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Issuance Common Stock upon exercise of pre-funded warrants

ATM issuance costs in accrued expenses

January 2025 PIPE issuance costs in accounts payable

Purchases of property and equipment included in accounts payable

March 2025 Warrant Inducement issuance costs in accounts payable

Issuance of abeyance shares

Supplemental disclosure:

Cash paid for taxes

accompanying notes are an integral part of these financial statements.

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products to becoming a science-driven leader in dermatologic solutions anticipating the launch of its first direct-to-consumer (“DTC”)

products from its Tome skincare line in mid-2026.

products from its Tome skincare, expected on August 25, 2026.

July 15, 2025, the Company held its annual meeting of stockholders at which time the stockholders approved the adoption of an amendment

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and Going Concern Uncertainty

its inception, the Company has devoted substantially all of its resources to research and development activities and has not generated

any revenue or commercialized any product candidates.

As of March 31, 2026, cash and cash equivalents totaled $ 6.9 million, and the Company

had an accumulated deficit of $ 75.1 million.

For the three months ended March 31, 2026, and the year ended December 31, 2025, the Company

used cash of approximately $ 2.5 million and approximately $ 7.8 million, respectively, in operations.

The Company’s existing cash

and cash equivalents are expected to fund operations into the first quarter of 2027.

its inception, the Company has devoted substantially all of its resources to research and development activities, and during 2026, on

marketing and other pre-launch commercial activities in preparation of its first product launch, and has not generated any revenue or

commercialized any product.

As of June 30, 2026, cash and cash equivalents totaled $ 4.4 million, and the Company had an accumulated deficit

of $ 78.0 million.

For the six months ended June 30, 2026, and the year ended December 31, 2025, the Company used cash of approximately

$ 4.9 million and approximately $ 7.8 million, respectively, in operations.

The Company’s existing cash and cash equivalents are

expected to fund operations into the fourth quarter of 2026.

Company anticipates that it will continue to incur net losses for at least the next twelve months from the date of this filing.

the Company plans to launch its first product candidate in mid-2026, it is uncertain when the Company will generate operating income

to sustain operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern for the

one-year period following the date that these financial statements were issued.

the Company expects to launch its first commercial product on August 25, 2026, it is uncertain when the Company will generate operating

income to sustain operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern

for the one-year period following the date that these financial statements were issued.

Historically,

the Company’s principal sources of cash have included proceeds from the issuance of equity securities and debt.

The Company’s

principal use of cash has been for operations, and the Company expects that the principal uses of cash in the future will be for continuing

operations, including various marketing expenditures, including, but not limited to, branding, paid media, marketing use studies, advertising,

software subscriptions, and launch events and tradeshows, as well as non-marketing expenses including funding of research and development,

and general working capital requirements.

The Company expects that as marketing expenses continue to grow, it will need to raise additional

capital to sustain operations.

Company’s principal use of cash has been for operations, and the Company expects that the principal uses of cash in the future

will be for continuing operations, including various marketing expenditures, including, but not limited to, branding, paid media,

marketing use studies, advertising, software subscriptions, and launch events and tradeshows, as well as non-marketing expenses

including funding of research and development, litigation expenses, and general working capital requirements.

The Company expects

that as marketing expenses continue to grow, it will need to raise additional capital to sustain operations.

Plan to Continue as a Going Concern

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The Company’s ability

to raise additional capital may be adversely impacted by potential worsening of global economic conditions, tariffs, potential future

to raise additional capital may be adversely impacted by the ongoing litigation with a former licensor (see Note 6), potential worsening of global economic conditions, tariffs, potential future

global pandemics or health crises, and the disruptions to, and volatility in, the credit and financial markets in the United States.

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On an ongoing basis, management evaluates these

estimates and judgments, including those related to stock-based compensation.

estimates and judgments, including those related to ongoing litigation (see Note 6).

The Company bases its estimates on various assumptions

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assets and liabilities.

consists of raw materials procured for the purpose of manufacturing the Company’s Tome skincare products and is stated at the lower

of cost or net realizable value.

Costs for inventory include shipping, delivery, freight, non-refundable taxes, duties, and other landing

The Company’s policy is to perform an assessment of the recoverability of capitalized inventory during each reporting period

and to write down any excess, obsolete, damaged, or expired materials to their estimated realizable value in the period in which the

impairment is first identified.

Given the early stage of the Company’s commercialization strategy, no impairments of inventory

have been recorded as of March 31, 2026.

consist of raw materials procured for the purpose of manufacturing the Company’s Tome skincare products, as well as work-in-process

product components, and are stated at the lower of cost or net realizable value.

Costs for inventories include shipping, delivery, freight,

non-refundable taxes, duties, and other landing costs.

The Company’s policy is to perform an assessment of the recoverability of

capitalized inventories during each reporting period and to write down any excess, obsolete, damaged, or expired materials to their estimated

realizable value in the period in which the impairment is first identified.

Given the early stage of the Company’s commercialization

strategy, no impairments of inventories have been recorded as of June 30, 2026.

and Equipment

and equipment are stated at cost less accumulated depreciation.

Depreciation expense is calculated on a straight-line basis over the

estimated useful lives of the related assets.

Repairs and maintenance costs are expensed as incurred.

Depreciation begins when the relevant

assets are placed into service, which is expected to begin in the third quarter of 2026.

Estimated useful lives by major asset category

are as follows:

of Property and Equipment Estimated Useful Lives

Property and Equipment

Life (in years)

Tradeshow booth

Capitalized software costs

Software Costs

software costs consist of implementation costs for cloud computing arrangements, which primarily relate to the implementation of the

Company’s ecommerce platform in preparation of its commercial launch, as well as a planning and budgeting tool.

Capitalized software

costs also consist of costs capitalized for the development of the Company’s product website.

Implementation costs for cloud computing

arrangements and website development costs are accounted for in accordance with Accounting Standard Codification (“ASC”)

350-40, Intangibles - Goodwill and Other - Internal Use Software, which requires capitalization of eligible costs beginning when management

authorizes and commits to the funding of the project with the required authority, and it is probable the project will be completed and

the website or software will be used to perform the functions intended.

As of June 30, 2026, implementation costs for cloud computing

arrangements of approximately $ 18,000 and $ 35,000 are included in the accompanying balance sheets in prepaid expenses and other current

assets and other assets, respectively, depending on whether the related asset is considered current or noncurrent.

As of December 31, 2025, implementation costs for cloud computing arrangements of approximately

$ 14,000 are included in the accompanying balance sheets in prepaid expenses and other current assets.

Website development costs are included

in property and equipment, see Note 3.

of capitalized implementation costs is recorded on a straight-line basis over the term of the associated hosting arrangement, inclusive

of renewal periods that are reasonably certain to be exercised, ranging from two to three years.

Capitalized website development costs

are amortized on a straight-line basis over their estimated useful life of three years.

Amortization of capitalized software costs begin

when the relevant software projects are ready for their intended use, which is expected to begin in the third quarter of 2026.

income consists of interest income earned on cash and cash equivalents from interest bearing demand accounts.

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personnel-related expenses, including stock-based compensation and discretionary incentive bonuses, if any, marketing and brand-related

expenses, including marketing studies of current and planned product candidates, paid media and advertising costs, as well as legal fees

incurred relating to corporate and patent matters, professional fees incurred for accounting, auditing, tax, and other consulting services,

expenses, including marketing studies of product candidates, paid media and advertising costs, as well as legal fees incurred relating

to corporate, litigation, and patent matters, professional fees incurred for accounting, auditing, tax, and other consulting services,

insurance costs, and other allocated expenses.

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Company performs an assessment of warrants upon issuance to determine their proper classification in the financial statements based upon

the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) , and

ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”) .

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed in the Company’s own Common Stock and whether

the warrant holders could potentially require cash settlement of the warrants.

the warrant’s specific terms, in accordance with the authoritative guidance provided in ASC 480, Distinguishing Liabilities

from Equity (“ASC 480”) , and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether

the warrants meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed in the

Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.

issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component

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income (loss) items such as unrealized gains and losses.

As such, for the three months ended March 31, 2026, and 2025, comprehensive

As such, for the three and six months ended June 30, 2026, and 2025, comprehensive

loss was equal to the net loss.

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Accounting Pronouncements

the three months ended March 31, 2026, the Company reviewed recent accounting standards and identified the following as relevant to the

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) .

requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement.

is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,

2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statements.

September 2025, the FASB issued ASU No.

2025-06 , Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

ASU 2025-06 updates the accounting for internal-use software by

replacing former stage-based rules with a principles-based framework.

Entities will now capitalize costs associated with internal-use

software only when management has authorized and committed funding and it is probable that the project will be completed and the software

will be used to perform the intended function.

ASU 2025-06 also supersedes website development cost guidance, moving it to ASC 350-40.

These amendments are effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted.

elected to early adopt this accounting guidance prospectively as of January 1, 2026, which did not have a material impact on its financial

statements or its related disclosures.

the six months ended June 30, 2026, the Company reviewed recent accounting standards and identified the following as relevant to the

November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Disaggregation of Income Statement

Expenses (“ASU 2024-03”) .

ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses

presented on the face of the income statement.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the

impact of this guidance on its financial statements.

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

Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”) .

ASU 2025-06 updates the accounting for internal-use

software by replacing former stage-based rules with a principles-based framework.

Entities will now capitalize costs associated with

internal-use software only when management has authorized and committed funding and it is probable that the project will be completed

and the software will be used to perform the intended function.

ASU 2025-06 also supersedes website development cost guidance, moving

it to ASC 350-40.

These amendments are effective for interim and annual periods beginning after December 15, 2027, with early adoption

The Company elected to early adopt this accounting guidance prospectively as of January 1, 2026, which did not have a material

impact on its financial statements or its related disclosures.

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

Narrow-Scope Improvements , which clarifies the guidance

in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures

and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have

a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods

within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its

financial statements and related disclosures.

Narrow-Scope Improvements (“ASU 2025-11”) ,

which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive

list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the

last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for fiscal years beginning after December

15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the

impact of adopting ASU 2025-11 on its financial statements and related disclosures.

Balance Sheet Details

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of Balance Sheet Details

June 30, 2026

December 31, 2025

Raw materials

Total inventory

Work-in-process

Total inventories

Prepaid expenses and other current assets:

Prepaid insurance

Prepaid research and development costs

Prepaid marketing expenses

Prepaid selling and marketing expenses

Prepaid annual subscriptions

Prepaid other

Deposit for inventory manufacturing

Deposit for property, plant and equipment

Deposit for inventory purchases

Deposit for property and equipment

Total prepaid expenses and other current assets

Property and equipment:

Tradeshow booth

Capitalized website costs

Total property and equipment

Accrued and other current liabilities:

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Equity Securities

summary of the Company’s equity securities as of March 31, 2026, is as follows:

summary of the Company’s equity securities as of June 30, 2026, is as follows:

Equity Securities

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January 2026, the Company extended its At The Market Offering Agreement (the “ATM Agreement”) with its sales agent (the “Sales

Agent”), providing for the additional sale of up to $ 705,000

of its shares of Common Stock as set forth in the ATM Agreement,

adding to the registered capacity of approximately $ 1.4

million which remained as of December 31, 2025, for total remaining

capacity of approximately $ 2.1

During January 2026, the Company issued 824,283

shares of its Common Stock under the ATM Agreement, resulting

in net proceeds of approximately $ 2.0

million after paying the Sales Agent a fixed commission rate

of approximately $ 67,000 and other transactional fees.

After issuance of the 824,283

shares of its Common Stock under its ATM Agreement during January

2026, no capacity remained under the Company’s ATM Agreement.

Agent”), providing for the additional sale of up to $ 705,000 of its shares of Common Stock as set forth in the ATM Agreement, adding

to the registered capacity of approximately $ 1.4 million which remained as of December 31, 2025, for total remaining capacity of approximately

$ 2.1 million.

During January 2026, the Company issued 824,283 shares of its Common Stock under the ATM Agreement, resulting in net proceeds

of approximately $ 2.0 million after paying the Sales Agent a fixed commission rate of 3.0 % of approximately $ 67,000 and other transactional

After issuance of the 824,283 shares of its Common Stock under its ATM Agreement during January 2026, no capacity remained under

the Company’s ATM Agreement.

December 29, 2025, the Company closed a private placement (the “December 2025 PIPE”) priced at the market under Nasdaq rules,

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accompanying December 2025 PIPE Warrants for these Company insiders was the same as paid by other investors in the December 2025 PIPE.

The December 2025 PIPE Warrants are exercisable subject to stockholder approval.

In connection with the December 2025 PIPE, the Company

entered into a registration rights agreement with the investors, pursuant to which the Company agreed to prepare and file a registration

statement with the Securities and Exchange Commission (“SEC”) registering the resale of the shares of Common Stock underlying

the securities sold in the December 2025 PIPE financing.

The Company filed a Form S-3 on January 22, 2026, which was declared effective

by the SEC on January 29, 2026.

The Company received net cash proceeds of approximately $ 3.8 million from the December 2025 PIPE after

deducting approximately $ 0.3 million of placement agent fees and legal and audit firm fees.

During the first quarter of 2026, all of

the 537,750 December 2025 Pre-Funded Warrants were exercised, leaving no prefunded warrants outstanding.

The December 2025 PIPE Warrants were exercisable subject to stockholder approval, which the Company received at a stockholder meeting

on May 27, 2026.

In connection with the December 2025 PIPE, the Company entered into a registration rights agreement with the investors,

pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (“SEC”)

registering the resale of the shares of Common Stock underlying the securities sold in the December 2025 PIPE financing.

filed a Form S-3 on January 22, 2026, which was declared effective by the SEC on January 29, 2026.

The Company received net cash proceeds

of approximately $ 3.8 million from the December 2025 PIPE after deducting approximately $ 0.3 million of placement agent fees and legal

and audit firm fees.

During the first quarter of 2026, all of the 537,750 December 2025 Pre-Funded Warrants were exercised, leaving no

prefunded warrants outstanding.

Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the December 2025 PIPE.

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Warrants”) to purchase up to an aggregate of 141,544 shares of Common Stock at an exercise price equal to $ 2.55 per share.

grant date fair value of the December 2025 PIPE Placement Agent Warrants was $ 0.2 million, which represents a non-cash issuance cost,

and which was determined using the Black-Scholes option pricing model, using the following significant assumptions:

expected term of

5.4 years, expected volatility of 134.9 %, risk-free interest rate of 3.67 % and dividend yield of 0.0 %.

December 2025 PIPE Placement Agent Warrants were exercisable subject to stockholder approval, which the Company received at a stockholder

meeting on May 27, 2026.

The grant date fair value of the December 2025 PIPE Placement Agent Warrants was $ 0.2 million, which represents

a non-cash issuance cost, and which was determined using the Black-Scholes option pricing model, using the following significant assumptions:

expected term of 5.4 years, expected volatility of 134.9 %, risk-free interest rate of 3.67 % and dividend yield of 0.0 %.

November 2025, the Company extended its ATM Agreement with its Sales Agent, providing for the additional sale of up to approximately

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2025, approximately $ 1.4 million remained registered under the ATM Agreement as of December 31, 2025, which was subsequently utilized

during the first quarter of 2026, leaving no remaining capacity as of March 31, 2026.

during the first quarter of 2026, leaving no remaining capacity as of March 31, 2026 and June 30, 2026.

March 27, 2025, the Company entered into an inducement offer letter agreement (the “March 2025 Inducement Letter”) with a

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the Company has 10,000,000 shares of preferred stock authorized with a par value of $ 0.0001 , no shares of preferred stock are outstanding

as of March 31, 2026, or December 31, 2025.

as of June 30, 2026, or December 31, 2025.

of Warrants Outstanding

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outstanding as of December 31, 2025, which were exercised during the first quarter of 2026, leaving no pre-funded warrants outstanding

as of March 31, 2026.

warrants outstanding as of March 31, 2026, are exercisable into 5,424,598 shares of Common Stock which had a fair value of $ 1.21 per

share based on the closing trading price on March 31, 2026.

The aggregate intrinsic value of warrants outstanding as of March 31, 2026,

is calculated as the difference between the exercise price of the warrants and the closing market price of the Company’s Common

Stock on that date.

The intrinsic value of warrants outstanding as of March 31, 2026, was zero .

as of June 30, 2026.

warrants outstanding as of June 30, 2026, are exercisable into 5,424,598 shares of Common Stock which had a fair value of $ 1.29 per share

based on the closing trading price on June 30, 2026.

The aggregate intrinsic value of warrants outstanding as of June 30, 2026, is calculated

as the difference between the exercise price of the warrants and the closing market price of the Company’s Common Stock on that

The intrinsic value of warrants outstanding as of June 30, 2026, was zero .

of Information of Outstanding Warrants

Quantity of Warrants Outstanding as of

March 31, 2026

June 30, 2026

December 31, 2025

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Total warrants outstanding

are subject to Shareholder approval.

Expiration date is 5 years from shareholder approval date.

are subject to Shareholder approval.

Expiration date is 24 months from shareholder approval date.

March 2025, the Company entered into the March 2025 Inducement Letter with a Holder who agreed to exercise 483,447 warrants to purchase

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The amended warrants are exercisable

subject to stockholder approval and will expire five years from the effective date of such stockholder approval.

The Company’s

annual meeting of stockholders is scheduled for May 27, 2026.

The modification of the January 2025 PIPE Warrants was accounted for as

a modification of equity-linked instruments.

In accordance with ASC 815-40, as the warrants were classified as equity instruments before

and after the modification, and as the modification was directly attributable to an equity offering, the Company recognized the effect

of the modification of approximately $ 0.1 million as an equity issuance cost.

and will expire five years from May 27, 2026.

The modification of the January 2025 PIPE Warrants was accounted for as a modification

of equity-linked instruments.

In accordance with ASC 815-40, as the warrants were classified as equity instruments before and after the

modification, and as the modification was directly attributable to an equity offering, the Company recognized the effect of the modification

of approximately $ 0.1 million as an equity issuance cost.

Agent Warrants

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12,588 shares of Common Stock issuable pursuant to the 2021 Plan as of January 1, 2026, and 2025, respectively.

As of March 31, 2026,

the number of shares authorized for issuance under the 2021 Plan was 153,586 .

As of March 31, 2026, there remained 1,018 shares reserved

for issuance under the 2021 Plan, as amended.

In addition, on May 27,

2026, the Company’s shareholders approved an amendment to the Company’s 2021 Plan to increase the number of shares available

for issuance thereunder to 402,214 shares.

As of June 30, 2026, there remained 252,712 shares reserved for issuance under the 2021 Plan,

awards may be granted at an exercise price per share of not less than 100% of the fair market value at the date of grant.

granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years for employees

and one year for directors of our Board and consultants.

and one year for directors of the Company’s Board and consultants.

March 9, 2026, the Company appointed a new Vice President of Marketing to help launch the Company’s Tome skincare line.

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yield of zero.

following table presents the weighted-average assumptions used for stock options granted during the following periods:

Company granted stock options during the first quarter of 2026 and 2025.

There were no stock option grants during the second quarter

of 2026 or 2025.

The following table presents the weighted-average assumptions used for stock options granted during the following periods:

of Weighted Average Assumptions used for Stock Options

Three Months Ended

Months Ended June 30,

Grant date fair value

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of Stock Based Compensation Expense

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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Options exercised

Options cancelled

Balance at March 31, 2026

Options exercisable at March 31, 2026

aggregate intrinsic value of options outstanding and exercisable as of March 31, 2026, is calculated as the difference between the exercise

price of the underlying options and the closing market price of the Company’s Common Stock on March 31, 2026, which was $ 1.21 per

The intrinsic value of options outstanding and exercisable as of March 31, 2026, was zero .

of March 31, 2026, total unrecognized compensation cost related to stock options was approximately $ 0.4 million and the weighted average

Options forfeited

Balance at June 30, 2026

Options exercisable at June 30, 2026

aggregate intrinsic value of options outstanding and exercisable as of June 30, 2026, is calculated as the difference between the exercise

price of the underlying options and the closing market price of the Company’s Common Stock on June 30, 2026, which was $ 1.29 per

The intrinsic value of options outstanding and exercisable as of June 30, 2026, was zero .

of June 30, 2026, total unrecognized compensation cost related to stock options was approximately $ 0.4 million and the weighted average

period over which this cost is expected to be recognized is 2.8 years.

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was approximately $ 7.0 million, and the contract extended from the fourth quarter of 2023 to the first half of 2025.

During the quarter

ended March 31, 2025, the Company recognized $ 0.7 million in research and development expense related to the clinical research organization

During the six months

ended June 30, 2025, the Company recognized $ 0.7 million in research and development expense related to the clinical research organization

for the STAR-1 trial.

No additional expense was incurred during the quarter ended March 31, 2026.

No additional expense related to the Phase 3 STAR-1 clinical trial was incurred during the six months ended June

February 27, 2020, the Company entered into an exclusive Supply Agreement (“Supplier Agreement”) with Reka-Farm, LLC (“Reka-Farm”),

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and sale of the Tome skincare products, based on current assumptions.

The Company plans to order additional shipments of raw materials

to support the commercial sales of its products, the timing of which is unknown.

While the Company plans to order additional shipments of raw materials

to support the commercial sales of its products, the timing of such order(s) is unknown.

Depending on the extent and breadth of new sanctions

or export controls that may be imposed against Russia, otherwise or as a result of the impact of the war in Ukraine, it is possible that

the Company’s ability to obtain additional supply of the Spongilla raw material used in Tome skincare could be negatively

impacted, which could adversely affect its business, results of operations, and financial condition.

the Company’s ability to obtain additional supply of the Spongilla raw material used in Tome skincare products could be

negatively impacted, which could adversely affect its business, results of operations, and financial condition.

is the sole supplier of the Company’s Spongilla raw materials used in its skincare products.

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however, no other supplier nor their Spongilla supply has met the

quality standards set forth by the Company’s cGMP practices.

An alternative source to supply Spongilla raw materials could

be the aquaculture of Spongilla in a lab setting, which could significantly increase the cost of raw materials as well as the

availability of raw materials due to the cost and time to develop and build an aquaculture infrastructure to supply Spongilla

quality standards set forth by the Company’s manufacturing practices.

An alternative source to supply Spongilla raw materials

could be the aquaculture of Spongilla in a lab setting, which could significantly increase the cost of raw materials as well as

the availability of raw materials due to the cost and time to develop and build an aquaculture infrastructure to supply Spongilla

in commercial quantities.

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The Company has granted Revance a similar license to use Dermata

Compound and other compound(s) under the Clinical Trial Agreement.

The Clinical Trial Agreement will terminate upon completion of the

Trial, the delivery of the data resulting from the Trial and the completion of any statistical analyses of the data resulting from the

Either party may terminate the Clinical Trial Agreement upon a material breach by the other party that remains uncured following

30 days after the date of written notice of such breach.

In addition, either party may terminate the Clinical Trial Agreement immediately

upon written notice if such party reasonably deems it necessary in order to protect the safety, health or welfare of subjects enrolled

in the Trial.

The Company has agreed to sponsor, conduct, and fund the Phase 2a clinical trial, but no financial obligations or consideration

is contemplated in the Clinical Trial Agreement, and the Company has placed the Phase 2a clinical trial on hold at this time.

Compound (as defined in the Clinical Trial Agreement) and other compound(s) under the Clinical Trial Agreement.

The Clinical Trial Agreement

will terminate upon completion of the Trial, the delivery of the data resulting from the Trial and the completion of any statistical

analyses of the data resulting from the Trial.

Either party may terminate the Clinical Trial Agreement upon a material breach by the

other party that remains uncured following 30 days after the date of written notice of such breach.

In addition, either party may terminate

the Clinical Trial Agreement immediately upon written notice if such party reasonably deems it necessary in order to protect the safety,

health or welfare of subjects enrolled in the Trial.

The Company has agreed to sponsor, conduct, and fund the Phase 2a clinical trial,

but no financial obligations or consideration is contemplated in the Clinical Trial Agreement, and the Company has placed the Phase 2a

clinical trial on hold at this time.

March 31, 2017, the Company entered into a license agreement, as amended (the “License Agreement”) with Villani, Inc.

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on November 17, 2025, the Company provided notice to terminate the License Agreement with an effective date of February 15, 2026.

of March 31, 2026, the Company has not accrued any payments related to the Villani Notices since the Company does not believe any financial

payments are probable and all obligations under the termination of the License Agreement have been fulfilled.

The termination of the

License Agreement was effective February 15, 2026 and the Company believes it has fulfilled its obligations under the termination provisions

of the License Agreement.

termination of the License Agreement was effective February 15, 2026 and the Company believes it has fulfilled its obligations under

the termination provisions of the License Agreement.

As of June 30, 2026, the Company has not accrued any payments related to the Villani

See related additional disclosures under Legal Proceedings disclosure below.

6 unchanged sentences

In connection with the Lawsuit,

on April 26, 2026, Villani filed a motion seeking a temporary restraining order (“TRO”) and a preliminary injunction.

Company denies the allegations in the Lawsuit and is vigorously opposing Villani’s motion.

on April 26, 2026, Villani filed a motion seeking a temporary restraining order (“TRO”), and on June 18, 2026 filed a motion

seeking a preliminary injunction.

May 6, 2026, the court denied the TRO in part as related to Villani’s breach of contract and conversion claims, and granted the

TRO in part as related to certain of Villani’s false or misleading advertising claims, which imposes certain temporary restrictions

on specific statements the Company can make, pending further proceedings.

The preliminary injunction, if granted, could extend certain

of the above restrictions.

A hearing on the preliminary injunction is scheduled for July 14, 2026.

TRO in part as related to certain of Villani’s false or misleading advertising claims, which imposed certain temporary restrictions

on specific statements the Company could make pending further proceedings.

A hearing on Villani’s motion for a preliminary injunction

was held on July 16, 2026, and at that hearing the Court extended the TRO pending its decision.

August 5, 2026, the Court denied Villani’s motion for a preliminary injunction in its entirety and vacated the injunctive relief

granted in the TRO.

As a result, the Company is not currently subject to any injunctive restrictions.

In denying the motion, the Court

found that Villani was not likely to succeed on its Lanham Act, conversion, and declaratory judgment claims and that, although questions

exist going to the merits of Villani’s breach of contract claim, Villani had not established a likelihood of immediate irreparable

harm, and the balance of equities favored the Company.

The Lawsuit remains pending, and Villani may continue to seek injunctive relief,

including a permanent injunction as the case proceeds.

June 5, 2026, Villani filed a Statement of Claims with the American Arbitration Association, commencing arbitration based on the same

conduct alleged in the Lawsuit (“Arbitration”).

Villani alleges breach of contract, breach of the duty of good faith and

fair dealing, false advertising under the Lanham Act 15 USC § 1125, violation of California Business and Professions Code §§

17200, et seq., and conversion.

Villani seeks money damages in the Arbitration.

this time, the Company is unable to reasonably estimate the likelihood of an unfavorable outcome or the amount or range of potential

loss, if any, that may result from this matter.

The TRO and any potential preliminary injunction could have an adverse impact on the

Company’s operations, financial condition, and results of operations, particularly if the restrictions remain in place for an extended

period or are expanded in scope.

Although the TRO has been vacated and Villani’s motion for a preliminary injunction

was denied, Villani continues to seek injunctive relief in the Lawsuit and money damages in the Arbitration.

Any future injunctive relief,

or an arbitration award for damages, could have an adverse impact on the Company’s operations, financial condition, and results

of operations, particularly if any such restrictions were broad in scope or remained in place for an extended period.

Company will continue to monitor developments in this matter and will adjust its disclosures as appropriate.

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effective, the Company would be obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash,

as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate subscription amount paid

by such purchaser in the Private Placement, up to a maximum of 12% of the aggregate subscription amount.

As of March 31, 2026, the Company

determined that the likelihood of the Company incurring a significant amount of liquidated damages pursuant to the Registration Rights

Agreements is remote.

as partial liquidated damages and not as a penalty, equal

to the product of 2.0% multiplied by the aggregate subscription amount paid by such purchaser in the Private Placement, up to a maximum

of 12% of the aggregate subscription amount.

As of June 30, 2026, the Company accrued a settlement offer related to a liquidation damages claim, which is included

in accrued and other current liabilities.

Segment Information

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information disclosure has been recast for all periods presented to reflect this change.

The following table summarizes the segment’s financial information including the Company’s

significant segment expenses:

The following table summarizes the segment’s

financial information including the Company’s significant segment expenses:

of Segment Financial Information

Months Ended June 30,

Research and development

3 unchanged sentences

Selling, general and administrative

Commercial readiness

Personnel related

3 unchanged sentences

$ ( 1,701,093 )

$ ( 4,814,769 )

$ ( 4,004,680 )

Related Party Transactions

September 2025, the Company entered into a Master Services Agreement (the “MSA”) with Wilder & Partners, LLC (“Wilder”),

an agency that assists the Company in branding, marketing, and product design for the Company’s first product launch, expected

The founding partner of Wilder is the Company CEO’s son-in-law and as such, falls within accordance with the Company’s

Policy and Procedures for Related Party Transactions.

Accordingly, the Board of Directors, inclusive of the Audit Committee, considered,

reviewed, and unanimously approved the retention of Wilder as the branding agency, authorizing management to negotiate and execute an

agreement on terms substantially consistent with the proposal reviewed.

For the quarter ended March 31, 2026, the Company incurred approximately

$ 0.2 million of marketing expenses related to Wilder, of which approximately $ 0.1 million was outstanding and included in accrued and

other current liabilities as of March 31, 2026.

September 2025, the Company entered into a Master Services Agreement with Wilder & Partners, LLC, currently doing business as Reunion

(“Reunion”), an agency that assists the Company in branding, marketing, and product design for the Company’s first

product launch, expected August 25, 2026.

The founding partner of Reunion is the Company Chief Executive Officer’s son-in-law and,

as such, falls within the Company’s Policy and Procedures for Related Party Transactions.

Accordingly, the Board of Directors,

inclusive of the Audit Committee, considered, reviewed, and unanimously approved the retention of Reunion as the branding agency, authorizing

management to negotiate and execute an agreement on terms substantially consistent with the proposal reviewed.

For the three and six

months ended June 30, 2026, the Company incurred approximately $ 0.4 million and $ 0.6 million, respectively, of marketing expenses related

to Reunion, of which approximately $ 0.1 million was outstanding and included in accounts payable as of June 30, 2026.

In addition, $ 0.1

million was outstanding and included in accounts payable and accrued and other current liabilities as of December 31, 2025.

connection with the January 2025 PIPE financing, certain Company insiders, including the Company’s CEO, Chief Financial Officer

6 unchanged sentences

See Note 4 – Equity Securities.

connection with the December 2025 PIPE financing, certain Company insiders, including the Company’s CEO, Chief Financial Officer

and certain members of the Company’s management, participated in the offering.

These Company insiders purchased an aggregate of

735,294 shares of Common Stock and Warrants to purchase up to an aggregate of 1,470,588 shares of Common Stock, for an aggregate purchase

price of $ 1.5 million.

The purchase price per share and accompanying Warrant for these Company insiders was the same as paid by other

investors in the December 2025 PIPE.

In addition, in connection with the December 2025 PIPE, the Company and certain holders of the Company’s

outstanding warrants who participated as investors in the January 2025 PIPE, including certain Company insiders, agreed to amend certain

outstanding warrants to purchase up to an aggregate of 120,734 shares of the Company’s common stock that were previously issued

on January 23, 2025, with an exercise price of $ 12.70 per share (which exercise price reflects a one-for-10 reverse stock split effected

by the Company on August 1, 2025), effective upon the closing of the December 2025 PIPE, such that the amended warrants have a reduced

exercise price of $ 2.04 per share, which was the same exercise price as what other investors received in the December 2025 PIPE.

amended warrants are exercisable subject to stockholder approval and will expire five years from the effective date of such stockholder

connection with the December 2025 PIPE financing, certain Company insiders, including the Company’s CEO, CFO and certain members

of the Company’s management, participated in the offering.

These Company insiders purchased an aggregate of 735,294 shares of Common

Stock and Warrants to purchase up to an aggregate of 1,470,588 shares of Common Stock, for an aggregate purchase price of $ 1.5 million.

The purchase price per share and accompanying Warrant for these Company insiders was the same as paid by other investors in the December

In addition, in connection with the December 2025 PIPE, the Company and certain holders of the Company’s outstanding

warrants who participated as investors in the January 2025 PIPE, including certain Company insiders, agreed to amend certain outstanding

warrants to purchase up to an aggregate of 120,734 shares of the Company’s common stock that were previously issued on January

23, 2025, with an exercise price of $ 12.70 per share (which exercise price reflects a one-for-10 reverse stock split effected by the

Company on August 1, 2025), effective upon the closing of the December 2025 PIPE, such that the amended warrants have a reduced exercise

price of $ 2.04 per share, which was the same exercise price as what other investors received in the December 2025 PIPE.

The amended warrants

are exercisable subject to stockholder approval and will expire five years from May 27, 2026, the effective date of such stockholder

See Note 4 – Equity Securities.

Subsequent Events

Note 6 above for discussion related to legal proceedings.

August 5, 2026, the Court denied Villani’s motion for a preliminary injunction in its entirety and vacated the injunctive relief

granted in the TRO.

As a result, the Company is not currently subject to any injunctive restrictions.

See Note 6 – Legal Proceedings.

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

What changed 10-Q

Item 1. Financial Statements