What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-31 · 516 added, 487 removed, 199 unchanged (83% of the section changed)

are ubiquitous and fundamental to our modern life - they are the basic building blocks of medicines, fuels, plastics, food, and

colors, among many other applications that together contribute to our ability to live “the good life” in the modern

chemicals from nature via traditional extraction methods is often inefficient and often requires large amounts of biological

material to extract the necessary amounts of the desired chemical compounds.

So, despite maybe being sustainable, it is not enough

to supply the world’s demand through natural extraction, and it is not as scalable as cost effective, or flexible as using

petrochemicals from a manufacturing point of view.

the discovery of oil and advance of petrochemistry, the world has used petrochemical production methods to produce many desired

chemicals—but petrochemical production is often toxic and environmentally damaging and, therefore, unsustainable.

Furthermore, there is a limitation to what kinds of chemical compounds petrochemistry can efficiently produce, as nature is simply

much more diverse and complex.

a best-of-both-worlds solution for future chemical production, we at eXoZymes Inc.

believe that we have developed unique technology

that will allow us to harness more of the mechanisms nature uses for biochemical production.

We foresee the technology we are

developing will allow for a future where we can build new biosolutions that harness nature’s diversity but are designable and

engineerable and, therefore, as scalable as petrochemical, all while being sustainable.

introduces a paradigm shift in chemical production through the groundbreaking and sustainable production of highly valuable new

chemicals (e.g., small molecules), such as active compounds in pharmaceutical drugs, new generations of nutraceuticals, or the core

energy-molecules in biofuels.

Just to mention a few of the at least 100s of potential application areas we foresee that our core

technology can be used for eventually.

All application areas represent large potential business

opportunities.

are ubiquitous in modern life - they form the basis of medicines, fuels, plastics, food, and colors, among many other applications that

together contribute to our ability to live “the good life” in the modern world.

chemicals from nature via traditional extraction methods is often inefficient and often requires large amounts of biological material

to extract the necessary amounts of the desired chemical compounds.

So, despite maybe being sustainable, it is not enough to supply the

world’s demand through natural extraction, and it is not as scalable, as cost effective, or as flexible as using petrochemicals

from a manufacturing point of view.

the discovery of oil and the advance of petrochemistry, the world has used petrochemical production methods to produce many desired chemicals—but

petrochemical production is often toxic and environmentally damaging and, therefore, unsustainable.

Furthermore, there is a limitation

to what kinds of chemical compounds petrochemistry can efficiently produce, as nature is simply much more diverse and complex.

a best-of-both-worlds solution for future chemical production, eXoZymes believes it has developed technology that will allow us to harness

more of the mechanisms that nature uses for biochemical production.

We believe the technology we are developing will allow for a future

where we can build new biosolutions that harness nature’s diversity but are designable and engineerable and, therefore, as scalable

as petrochemical, all while being sustainable.

introduces a paradigm shift in chemical production through the groundbreaking and sustainable production of highly valuable new chemicals

(e.g., small molecules), such as active compounds in pharmaceutical drugs, new generations of nutraceuticals, or the core energy-molecules

Just to mention a few of the at least 100s of potential application areas.

of the aforementioned examples represent very large potential business opportunities.

Focusing our efforts will be key.

Focus will come from getting the order of the different addressable markets right.

the lower hanging fruits that can help pay for the next version of the platform development will unlock more of the business

believe this could represent a paradigm shift in how humans get access to chemicals in the future by leveraging this new way of

using AI-designed and highly engineered enzymes (called exozymes) that allows for a new generation of “cell-free”

biosolutions.

We project cell-free exozyme biosolutions are to become the next generation of synthetic biology (SynBio)

biomanufacturing.

SynBio offered a similar kind of vision for the future, but it has mostly failed.

The main difference is that many

of the synthetic biology technology problems are relate to scaling up production to commercially relevant quantities using living cells,

whereas exozyme biosolutions avoids the cell-based problems and scaling challenges by liberating the enzyme based

chemical-production-pathways from the cell.

Simply put, most living cells are difficult to scale as they do not want to produce

chemicals that they do not need themselves and, especially, not at industrially relevant amounts.

Exozymes on the other hand, are not

living organisms and therefore, more like chemistry, scales lineally.

response to feedback from stakeholders and the ongoing need to clarify the specific type of “cell-free biomanufacturing”

technology developed and utilized by eXoZymes Inc.

that gives us our competitive advantages and allows for our unique use of AI, a

rebranding effort was undertaken in February of 2025 to provide greater clarity around the core technology and to distinguish us

from existing SynBio approaches.

Because we consider our technology so foundational, differentiated, and full of potential, we

believe existing terminology was insufficient to accurately describe it.

As a result, the term “exozymes” was coined and

introduced — not only as a rebranding effort, but also as the definition of this new biomanufacturing scientific and

technology method.

As such, Invizyne Technologies, Inc was rebranded to eXoZymes, Inc.

And we will therefore concentrate our efforts in the pharmaceutical and nutraceutical space to begin with, as our

core technology is a good fit for these markets, where we can make highly valuable compounds (e.g.

natural products or natural-product-inspired

compounds) and productize them, and that way scale up the business without taking on too much.

believe, that with time, a paradigm shift in how humans get access to chemicals is possible by leveraging AI-designed and highly engineered enzymes (called

exozymes), allowing for a new generation of “cell-free” biosolutions.

When cell-free exozyme biosolutions are compared to

synthetic biology (SynBio), which has offered a similar kind of vision for the future, but mostly failed, the main difference is that

while many of the synthetic biology technology problems relate to scaling up production to commercially relevant scales using living

cells, exozyme biosolutions avoids many of the scaling challenges by liberating the enzyme based chemical-production-pathways from the

Living cells, simply put, are difficult to scale and do not want to produce chemicals in industrially relevant amounts that they

do not need or benefit from themselves.

response to feedback from stakeholders and the ongoing need to clarify the specific type of “cell-free” technology utilized

by the company, a rebranding effort was undertaken in February of 2025 to provide greater clarity around the core technology and to distinguish

it from existing approaches.

Because we consider our technology as so foundational, differentiated, and full of potential, we believe

existing terminology was insufficient to accurately describe it.

As a result, the term “exozymes” was introduced —

not only as a rebranding effort, but also as the definition of this new scientific and technology concept.

As such, Invizyne Technologies,

was rebranded to eXoZymes, Inc.

Biomanufacturing

using exozymes, called exozyme biosolutions, when designed correctly and efficiently can convert affordable and widely available

feedstocks into a broad spectrum of valuable chemicals.

Our capability to develop exozymes biosolutions for products in the

nutraceutical and pharmaceutical markets, as well as isobutanol for use in Sustainable Aviation Fuel, has already been successfully

demonstrated by eXoZymes through multiple publications, internal use cases, and non-public pilot projects with potential

The next part of our

commercial journey is bringing the best exozymes biosolutions into production, so the relevant “nutraceuticals, with

pharmaceutical potential” chemicals can go-to-market, and, that way, we can make the world realize over time that there is

potential for a new and better way of making the chemicals that will enable humankinds ability to live “the good

life” now and in the future.

using exozymes and exozyme biosolutions, we believe, can efficiently convert affordable and widely available, potentially low-cost

feedstocks into a broad spectrum of chemicals.

The capability to develop and bio-manufacture specific compounds that can be deployed

in nutraceutical and pharmaceutical markets, as well as isobutanol for use in Sustainable Aviation Fuel, has already been

successfully demonstrated by eXoZymes through multiple publications, use cases, and non-public and public pilot projects with

potential partners.

are exozymes?

are advanced enzymes engineered with the aid of artificial intelligence and bioengineering to function in bioreactors outside of

living cells.

These exozyme-based systems, called biosolutions (e.g.

exozyme biosolutions), have the potential to efficiently

convert affordable and abundant feedstocks into a wide array of valuable chemicals, including small-molecules used as e.g.

pharmaceutical ingredients (APIs), nutraceuticals, and biofuels to list as a few examples.

team at eXoZymes has over a decade of expertise in enzyme engineering, optimization and the design of multi-step exozyme

biosolutions.

In our approach we have integrated artificial intelligence, bioengineering, and biochemical pathway engineering, using

feedback loops that utilize our ability to generate high-quality data within a state-of-the-art laboratory setting that

allows us to design, test, scale and make biosolutions for commercial use.

Drawing inspiration from the scientific breakthroughs

recognized by four recent Nobel Prizes in Chemistry, combined with our proprietary development, IP and trade secrets, the

technological platform and developments behind these state-of-the-art biosolutions represents a new frontier - the next generation

of biomanufacturing.

are advanced enzymes engineered with the aid of artificial intelligence to function in bioreactors outside of living cells.

These exozyme-based

systems, called biosolutions (e.g.

exozyme biosolutions), have the potential to efficiently convert affordable and abundant feedstocks

into a wide array of valuable chemicals, including small-molecules used as e.g.

active pharmaceutical ingredients (APIs), nutraceuticals,

and biofuels to list a few examples.

team at eXoZymes has over a decade of expertise in enzyme engineering, optimization and the design of multi-step exozyme biosolutions.

In our approach we have integrated artificial intelligence, bioengineering, and biochemical pathway engineering, using feedback loops

that utilize our ability to generate high-quality data within a state-of-the-art laboratory setting that allows us to design, test, scale

and make biosolutions for commercial use.

Drawing inspiration from the scientific breakthroughs recognized by four recent Nobel Prizes

in Chemistry, combined with our proprietary development, IP and trade secrets, the technological platform and developments behind these

state-of-the-art biosolutions represents a new frontier - the next generation of biomanufacturing.

utilizing exozymes rather than traditional methods or enzymes, it also potentially becomes significantly easier to design, engineer,

and implement an exozyme biosolution pathway to produce new nutraceuticals and pharmaceutical compounds with enhanced or tailored

and implement an exozyme biosolution pathway to produce new compounds with enhanced or tailored properties.

and Development Grants

eXoZymes, Inc has received US government grants, primarily from the Department of Energy (DOE) for work related to isobutanol,

has received US government grants, primarily from the Department of Energy (DOE) for work related to isobutanol, upgrading alcohols,

and cofactor development, as well as grants from the National Institutes of Health (NIH), for work relating to cannabinoids.

This funding has allowed us

to advance our technology, conduct research, help validate our processes, and advance the boundaries of scientific and

has allowed us to advance our technology, conduct research, help validate our processes, and advance the boundaries of scientific and

technological advancement in our field.

Inc has also received grants from two non-government sources.

One of the grants was from the Gates Foundation for work on terpene

Terpenes are a class of natural products that display myriad properties and are used as flavors and fragrances but also

make of the core of numerous pharmaceuticals.

The grant amount was $50,000, and the

work was completed at about the time of founding eXoZymes.

The second grant was from Shell GCxN, received in 2023, which is under

the Shell Game Changer Award program.

The grant was used for our work on scaling up isobutanol production.

From inception through

December 31, 2024, the Company has received grants totaling $13,639,011.

In the past, both government funding and private funding

have been important sources of funds for the operations of eXoZymes.

There is no guarantee that we will continue to be able to draw

on US government grants and private grants and that obtaining new grants has become challenging.

However, we do now have a great

starting point for a business with the first version of a unique technology platform that can allow us to create commercial value,

with which we will continue to try to leverage grants as additional resources.

If we are not able to obtain any new

government and other grant funding after the funding we have already been granted runs out, we may have to limit our operations or

may have to raise additional capital from other sources to maintain or further develop projects and capabilities at eXoZymes.

has also received grants from two non-government sources.

One of the grants was from the Gates Foundation for work on terpene synthesis.

Terpenes are a class of natural products that display myriad properties and are used as flavors and fragrances but also make of the core

of numerous pharmaceuticals.

The grant amount was $50,000, and the work was completed at about the time of founding eXoZymes.

grant was from Shell GCxN, received in 2023, which is under the Shell Game Changer Award program.

The grant was used for our work on

isobutanol production.

inception through December 31, 2025, the Company has received grants totaling $17,697,378, of which $4,058,367 was awarded in 2025 and

$1,048,302 was awarded in 2024.

In the past, both government funding and private funding have been important sources of funds for the

operations of eXoZymes.

There is no assurance that we will continue to be able to draw on any outstanding US government grants, private

grants or be able to obtain new grants.

However, we believe that the Company now has a great base for a business and a first version

of a technology platform, which is not dependent on grants, that can allow us to create additional value.

In the future we also will

try to leverage grants as additional sources of financial resources.

If we are not able to obtain any new government and other grant

funding after the funding we have already been granted runs out, we may have to limit our operations or may have to raise additional

capital from other sources to maintain or further develop projects and capabilities at eXoZymes.

Commercialization

Strategy and Focus

As already described, the potential

applications of our technology are vast.

Initially, we plan to focus on low-volume, high-value chemical compounds that will often be

natural products or their derivatives— and whose primary product use cases will be as the active ingredients used in

already described, we believe the potential applications of our technology are extensive.

We are currently focusing on low-volume, high-value

compounds that will often be natural products or their derivatives.

These are being developed to be used as the active ingredients in

nutraceuticals, and preferably, those that also have the potential to become active pharmaceutical ingredients (API).

We believe nutraceutical use-cases offer

faster time to market with less cost and complexity (e.g.

regulatory work), whereas the pharmaceutical use cases (that often require

higher end-product purity, longer regulatory timelines, and/or additional engineering to produce specialized derivative-versions of

compounds that have optimized pharmaceutical qualities) typically have a much higher upside potential but takes more time and higher

costs to fully develop.

The good news is that most of the work to develop exozyme biosolutions used in the production of nutraceuticals will

be reusable and can serve as the foundation for their pharmaceutical business case.

Therefore, focusing on developing nutraceuticals

with potential as pharmaceuticals represents a risk-minimizing strategy and double-dip opportunity that amplifies the chance for

positive outcomes and returns of investments.

In rare application cases, we may work on

projects outside of the “nutraceutical-with-pharmaceutical-potential” focus in the 2025-2026 timeframe.

We define these

other potential projects as those projects with “extraordinary business opportunities,” and the only example at this

time is our isobutanol program.

In the case of isobutanol, the US government via the Department of Energy, has granted us

non-dilutive resources to build an exozyme biosolution to produce isobutanol that can e.g.

be used for Sustainable Aviation Fuel

(SAF) and other sustainable biofuels and industrial chemical applications, where we get to keep almost all of the upside (IP, new

believe nutraceutical use-cases offer faster time to market with less cost and complexity (e.g.

regulatory work).

Pharmaceutical use

cases often require higher end-product purity, longer regulatory timelines, and/or additional engineering to produce specialized derivative-versions

of compounds that have optimized pharmaceutical qualities;

therefore they typically have a much higher upside potential but they take

more time and higher costs to fully develop.

The good news is that most of the work to develop exozyme biosolutions for production of

nutraceuticals will be reusable and can serve as the foundation for the pharmaceutical business case.

Therefore, focusing on developing

nutraceuticals with potential as pharmaceuticals represents a risk-minimizing strategy and double-dip opportunity that amplifies the

chance for positive outcomes and returns of investments.

rare application cases, we may work on projects outside of the “nutraceutical-with-pharmaceutical-potential” focus in the

2026-2027 timeframe.

We define these other potential projects as those projects with “extraordinary business opportunities,”

The only example at this time is our isobutanol program.

In the case of isobutanol, the US government via the Department of Energy, has

granted us non-dilutive resources to build an exozyme biosolution to produce isobutanol that can e.g.

be used for Sustainable Aviation

Fuel (SAF) and other sustainable biofuels and industrial chemical applications, where we get to keep almost all of the upside (IP, new

technology and the business opportunities).

With little upfront costs to us, almost no downside (e.g.

research costs are covered to

a large degree), and otherwise all upside, isobutanol is a good example of an “extraordinary business opportunity”.

Other potential

“extraordinary business opportunities” may be found via sponsorships and grants.

We believe that other companies have

struggled to achieve market-relevant economics or feasibility using the SynBio or petrochemistry approach, but they might have

already promised or primed the market for adoption without a viable solution to provide the product.

Because it is possible that an

exozyme biosolution can be built much faster and cheaper than their approach, they might be customers willing to make a deal with us

such that the sufficient upside (e.g.

project cost, IP rights, licensing, royalties) provides us with overwhelming motivation to

pursue the opportunity, despite the target compound or market not being a part of our current focus.

initial 2025-2026 “nutraceutical-with-pharmaceutical-potential” focus period, we plan to reevaluate our focus and

possibly expand our focus areas if we find it beneficial to do so at that time.

Regardless of the specific application markets we

will add in the future, we anticipate that partnerships will be essential.

In future markets where eXoZymes can bring a competitive

advantage (better product or feature, cheaper prices, significantly “greener”, lower setup cost etc.) due to our

state-of-the-art (bio)manufacturing biosolutions and a partner has established a viable commercial roadmap and access (such

as a customer base, distribution networks, and market insights) a partnership will be optimal.

Because we believe eXoZymes is

fundamentally a platform company, collaboration with partners who possess deep knowledge and experience within specific markets and

product domains can further benefit the platform by faster expanding our products and applications that if we tried to do it on our own.

Because eXoZymes is a young company, there are neither enough people nor

capital currently available to pursue all potential markets independently.

Therefore, we believe that without strong partnerships, the

full promise of exozyme biosolutions would remain unrealized in our generation.

Technologies and Their Limitations

Traditional production of fuels

and chemicals has predominantly relied on two or three primary technologies;

natural resource extraction, chemical synthesis, and more

recently SynBio.

Each method carries potential benefits but also significant drawbacks and notable limitations:

Natural Extraction :

Many beneficial chemicals used by humans, such as vegetable oils, ethanol, perfumes, and pharmaceuticals originate from biological

organisms (e.g.

potential “extraordinary business opportunities” may be found via sponsorships and grants or if and when other companies

have already heavily invested into a market such that a market is established and accessible once a working biosolution has been developed

and is ready for deployment.

In some cases, we anticipate that other companies will have struggled to achieve market relevant economics

using a Synthetic Biology (SynBio) or synthetic chemistry approach and have already primed the market for adoption without a viable solution

to provide product.

Because it is possible that an exozyme biosolution can be built much faster and cheaper than the SynBio approach,

there might be customers willing to make a deal with us such that sufficient upside (e.g.

project cost, IP rights, licensing, royalties)

provides overwhelming motivation to pursue the opportunity, despite the target compound or market not being a part of our current focus.

2026–2027 period represents an initial commercialization and validation phase focused on compounds that can be positioned as nutraceutical

products while demonstrating characteristics that support potential pharmaceutical development.

staged approach allows the company to:

time to market through nutraceutical regulatory pathways

early revenue streams and market adoption data

biological activity and consumer demand

a foundation for potential future pharmaceutical indications

this defined focus period, the company may evaluate transitioning select compounds into formal pharmaceutical development programs or

expanding the product portfolio into broader therapeutic applications.

the initial 2026-2027 “nutraceutical-with-pharmaceutical-potential” focus period, we plan to reevaluate our focus and possibly

expand our focus areas if we find it beneficial to do so.

Regardless of the specific application market, we anticipate that partnerships

will be essential.

In markets where eXoZymes can bring a competitive advantage (better product or feature, cheaper prices, significantly

“greener”, lower setup cost etc.) due to our state-of-the-art (bio)manufacturing biosolutions and a partner has established

a viable commercial roadmap (such as a customer base, distribution networks, and market insights) a partnership will be optimal.

we believe eXoZymes is fundamentally a platform company, collaboration with partners who possess deep knowledge and experience within

specific markets and product domains can further benefit the platform by quickly expanding our products and applications.

eXoZymes is a young company and the technology is so foundational, there are neither enough people nor capital currently available to pursue all potential markets

independently.

Therefore, we believe that without strong partnerships, the full promise of exozyme biosolutions would remain

unrealized in our generation.

production of fuels and chemicals has predominantly relied on two or three primary technologies;

natural resource extraction, chemical

synthesis, and more recently, synthetic biology (SynBio).

Each method carries potential benefits but also significant drawbacks and notable

Many beneficial chemicals used by humans, such as vegetable oils, ethanol, perfumes, and pharmaceuticals, originate from

biological organisms (e.g.

plants, microbes, etc.).

While these molecules can often be extracted from natural sources, many potentially useful

chemicals are found in limited amounts in relation to biomass (e.g.

While these molecules can often be extracted from natural sources, many potentially

useful chemicals are found in limited amounts in relation to the biomass in which they are located (e.g.

at very low concentrations).

Whether the natural source is

enough for the commercial demand depends heavily on factors like crop yields, market demands and supply complexities, and geopolitical factors.

extraction is generally characterized as inefficient, especially when the desired molecule is only found in trace amounts in a plant

or other organism.

Whether the natural source is enough to satisfy commercial demand depends heavily on factors like crop yields, market demands, and geopolitical

Natural extraction is generally characterized as inefficient, especially when the desired molecule is only found in trace amounts

in a plant or other organism.

Processes that depend on natural extraction can require large amounts of energy and be very costly.

environmentally damaging solvents are used in the extraction process.

When traditional methods of natural extraction are used, the

method typically generates substantial amounts of waste product, which presents issues of local pollution and waste management.

additional limitation of natural extraction is an issue of the purity of the end-product, and in many instances the purification

process will damage or destroy the molecule being sought or contaminants cannot be sufficiently removed.

Achieving consistent

quantity and quality are issues inherent to natural extraction.

Using natural resources, such as plants, can also result in over

harvesting with consequences to biodiversity, damaging land resources with negative impact on local income and related societal

Chemical Synthesis :

To circumvent the limitations of natural extraction, chemists have developed sophisticated methods for building molecules from

simple petrochemical building blocks.

Chemical synthesis is one of the most common methods of producing new molecules, and the

chemical industry infrastructure is well-established globally.

One of the major advantages of petrochemical synthesis is that it is

highly scalable.

However, traditional chemical production methods often suffer from substantive drawbacks such as high energy

consumption, extraordinary and potentially dangerous operating conditions such as high temperatures or pressures, use of large

volumes of toxic solvents (resulting in toxic waste), use of imprecise catalysts resulting in inefficient reactions, requiring

extensive purification and associated costs, and each step in the synthesis usually requires different reaction conditions, making

the process cumbersome and expensive, especially if pollution is seen as a cost, which is often a factor in determining the viability

of an end-product.

Generally, petrochemical processes are environmentally unfriendly, and especially the younger generations care

deeply about that.

In addition, side products and impurities can be difficult to separate from the desired chemical compound

although some by-products are tolerated if they have their own commercial viability.

Chemical synthesis also may have long

and complex production cycles and can require enormous biomanufacturing equipment investments although this can sometimes be

mitigated by the scales which petrochemical processes are deployed at.

Synthetic Biology

(SynBio)/Metabolic Engineering of Cells :

When traditional methods of natural extraction are used, the method

typically generates substantial amounts of waste product, which present issues of local pollution and waste management.

An additional

limitation of natural extraction is an issue of the purity of the end-product, and in many instances the purification process will damage

or destroy the molecule being sought, or contaminants cannot be sufficiently removed.

Achieving consistent quantity and quality are issues

inherent to natural extraction.

Using natural resources, such as plants, can also result in over harvesting with consequences to biodiversity,

damaging land resources with negative impact on local income and related societal issues.

To circumvent the limitations of natural extraction, chemists have developed sophisticated methods for building molecules

from simple petrochemical building blocks.

Chemical synthesis is one of the most common methods of producing new molecules, and the chemical

industry infrastructure is well-established globally.

One of the major advantages of chemical synthesis is that it is highly scalable.

However, traditional chemical production methods often suffer from substantive drawbacks such as high energy consumption, extraordinary

and potentially dangerous operating conditions such as high temperatures or pressures, use of large volumes of toxic solvents (resulting

in toxic waste), use of imprecise catalysts resulting in inefficient reactions, requiring extensive purification and associated costs,

and each step in the synthesis usually requires different reaction conditions, making the process cumbersome and expensive which is often

a factor in determining the viability of an end-product.

Generally, petrochemical processes are also usually environmentally unfriendly.

In addition, side products and impurities can be difficult to separate from the desired molecule;

although some by-products are tolerated

if they have their own commercial viability.

Chemical synthesis also may have long and complex production cycles and can require enormous

CAPEX investments, although this can sometimes be mitigated by the scales which petrochemical processes are deployed at.

Biology (SynBio)/Metabolic Engineering of Cells :

To provide alternatives to chemical synthesis and natural extraction, significant

efforts have been made to bioengineer living biological organisms like yeast and bacteria to be able to convert simple biomass

feedstocks into valuable chemicals.

Synthetic biology (SynBio) seeks to genetically reprogram a living cell organism, into a

“living chemical factory.” By DNA manipulation, SynBio tries to force the cell to produce the desired molecule

The SynBio approach has some benefits over the other two methods mentioned above, but it has been more difficult than

originally thought to realize economic production of end-products at scale in a timely fashion and at a reasonable cost.

achieving commercially viable production of chemicals using SynBio has been challenging, and most projects and

companies trying to use SynBio for biomanufacturing have gone out of business.

efforts have been made to engineer biological organisms to be able to convert simple biomass feedstocks into valuable chemicals.

biology (SynBio) seeks to reprogram an organism, such as yeast or bacteria, using genetic engineering and/or recombinant DNA to produce

the desired molecule end-product.

The SynBio approach has some benefits over the other two methods mentioned above, but it has been more

difficult than originally thought to realize economic production of end-products at scale in a timely fashion and at a reasonable cost.

So far, achieving commercially viable production of small-molecule natural products using SynBio has been challenging, and most projects

and companies trying to use SynBio for biomanufacturing have gone out of business.

The failure of SynBio approaches can be a combination

of many issues, including difficulty in keeping the host microbe alive, especially if the desired end chemical product or

intermediate chemicals are toxic to the cell, and competing metabolism where other internal processes either compete for the

starting material or the cannibalization of the product molecule for the cell’s own needs.

These complications result in long

and uncertain SynBio development cycles, low yields, high costs, and high failure rates.

Overall, SynBio’s economic viability remains

challenging, with the cost structures being influenced by research, development, scale-up processes, and expensive manufacturing.

collapse of SynBio industry stalwarts like Zymergen, Demetrix and Amyris is exemplary of these risks.

Next Gen Biomanufacturing Solution

We believe eXoZymes

biomanufacturing platform is a distinct and more effective path to environmentally and commercially sustainable biomanufacturing

of many issues, including difficulty in keeping the host microbe alive, especially if the desired end chemical product or intermediate

chemicals are toxic to the cell, and competing metabolism where other internal processes either compete for the starting material or

the cannibalization of the product molecule for the cell’s own needs.

These complications result in long and uncertain development

cycles, low yields, high costs, and high failure rates.

Overall, SynBio’s economic viability remains challenging, with the cost

structures being influenced by research, development, scale-up challenges, and expensive manufacturing.

The collapse of SynBio industry

stalwarts like Zymergen, Demetrix, and Amyris is exemplary of these risks.

believe eXoZymes biomanufacturing platform is a distinct and more effective path to environmentally and commercially sustainable biomanufacturing

compared to existing methods.

Our approach avoids the complexity of engineering virtually uncontrollable living cells that

historically have plagued SynBio efforts.

Since living cell’s do not benefit from being used as “chemical

factories”, they will fight back as if their lives depend on it.

Rather than trying to engineer the enzyme pathways in the

context of a living cell to produce a desired chemical, we remove cells from the equation by reconstituting stabilized enzymes

Our approach avoids the complexity of engineering virtually uncontrollable living cells that historically

have plagued SynBio efforts.

Since living cell’s do not benefit from being used as “chemical factories”, they will

fight back as if their lives depend on it.

Rather than trying to engineer the enzyme pathways in the context of a living cell to produce

a desired chemical, we remove cells from the equation by reconstituting stabilized enzymes (e.g.

exozymes) cell-free.

As a result, our cell-free approach has the potential to produce small molecule natural products

efficiently and cost-effectively with enhanced control and shorter timelines.

To produce small molecule natural products

efficiently, we isolate the desired enzyme catalysts produced at high levels in industrial microbial hosts such as E.coli

(bacteria) or P.

pastoris (yeast), and then place the desired mix of exozymes in a bioreactor along with the feedstock (the

basic raw material for the desired product), cofactors (a substance, other than the substrate, whose presence is essential for the

activity of an enzyme or exozyme) and other proprietary elements required to make the desired product.

The result is a biosolution

that can be used to biomanufacture chemicals of interest, without the complications of living cells, while still having all the

advantages and the sustainability of biology that drove the vision of SynBio.

We believe that using

exozymes overcomes the scalability challenges that have historically limited commercial viability in the synthetic biology (SynBio)

By removing enzyme-catalyzed chemical reactions from the constraints of cellular environments, much higher titers, yields,

productivities, and purity can be achieved.

As such, we believe our technology, IP platform and partnership offerings represent the

logical next generation of biomanufacturing, both in the short term for addressing nutraceutical markets with potential

to access pharmaceutical markets and in the long term for larger commodity and specialty chemical markets, if and when depleting

natural resources and/or pollution due to petrochemical processes makes their production challenging or unsustainable.

Moreover, eXoZymes’ platform offers potential access to chemicals and conversions that might be difficult or practically

impossible to develop and manufacture using traditional SynBio or chemistry approaches.

We believe eXoZymes’s

technology has the potential to overcome many of the inherent limitations and bottlenecks of currently used legacy technologies such

as SynBio and petrochemistry.

As a result, our

cell-free approach has the potential to produce small molecule natural products efficiently and cost-effectively with enhanced control

and shorter timelines.

To produce small molecule natural products efficiently, we isolate the desired enzyme catalysts produced at high

levels in industrial microbial hosts such as E.coli (bacteria) or P.

pastoris (yeast), and then place the desired mix of

enzymes in a bioreactor along with the feedstock (the basic raw material for the desired product), cofactors (a substance, other than

the substrate, whose presence is essential for the activity of an enzyme) and other proprietary elements required to make the desired

The result is a biosolution that can be used to biomanufacture chemicals of interest, without the complications of living cells,

while still having all the advantages of biology that drove the vision of SynBio.

believe that using exozymes overcomes the scalability challenges that have historically limited commercial viability in the synthetic

biology (SynBio) sector.

By removing enzyme-catalyzed chemical reactions from the constraints of cellular environments, much higher titers,

yields, productivities, and purity can be achieved.

As such, eXoZymes views our technology, IP platform and partnership offerings as

the logical successor to SynBio, both in the short term for addressing nutraceutical markets with potential to access pharmaceutical

markets, and in the long term for larger commodity and specialty markets that use chemicals, but where depleting natural resources and/or

pollution due to petrochemical processes makes their production challenging.

highlighting the potential benefits of our platform solution, a large number of identified enzymes and enzymatic pathways have the potential

to become an exozyme biosolution to produce natural products (small-molecule chemicals) when combined with our expertise in enzyme engineering

and exozyme pathway design.

Moreover, eXoZymes’ platform offers potential access to chemicals and conversions that might be difficult

or practically impossible to develop and manufacture using traditional SynBio or chemistry approaches.

believe eXoZymes’s technology has the potential to overcome the inherent limitations and bottlenecks of currently used legacy technologies

such as SynBio and chemistry.

We think exozymes can enable the building of complex enzymatic pathways outside of cells that may operate

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be performed in separate reactions, necessitating individual product isolation after each step.

The precision of enzymes and exozymes, all functioning in an aqueous medium, permits multi-step conversions within

one container, boosting productivity and efficiency.

Resulting in lower cost.

The precision of enzymes and exozymes,

all functioning in an aqueous medium, permits multi-step conversions within one container, boosting productivity and efficiency which can result in lower costs.

Environmentally

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limited to brand new steps, of an overall multistep biosolution.

Rapid reaction optimization through

faster Design-Build-Test-Learn cycles .

The exozymes platform offers clearer comprehension and control, and it is easier to design

and build biomanufacturing systems compared to the enzymatic pathways with competing and

interdependent activities found in living organisms.

As such, we can accelerate troubleshooting,

de-bugging and foster precise engineering solutions, including improved versions of a biosolution.

reaction optimization through faster Design-Build-Test-Learn cycles .

The exozymes platform offers clearer comprehension and control,

and it can be easier to design and build biomanufacturing systems compared to the enzymatic pathways with competing and interdependent

activities found in living organisms.

As such, we can accelerate troubleshooting, de-bugging and foster precise engineering solutions,

including improved versions of a biosolution.

of toxicity constraints allows for higher product titers .

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resulting in halted production.

Our approach, which is independent of living cells, negates such issues.

productivities can lead to lower CapEx :

The platform can surpass both conventional chemistry and cell-based

conversion rates, especially if higher enzyme loads or faster enzymes are utilized, leading to reduced operational footprints and

capital expenses.

Our approach, which is independent of living cells, can negate such issues.

productivity can lead to lower CapEx :

The platform can surpass both conventional chemistry and cell-based conversion rates, especially

if higher enzyme loads or faster enzymes are utilized, leading to reduced operational footprints and capital expenses.

Simplification

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Compared to chemical and cell-based methods, the platform maintains a simpler composition with

generally fewer side-products, facilitating faster purification and potentially lowering downstream processing costs.

Isolation cost of SynBio has often ended up being more expensive than the chemical product itself, nullifying any

business potential.

generally fewer side-products, which can facilitate faster purification and potentially lowering downstream processing costs.

Isolation cost of SynBio has often ended up being more expensive than the chemical product itself, nullifying any business

Business Model

eXoZymes is a

pre-revenue, development stage company focused on building a robust technology platform that can develop assets (spinouts, JV and

licensing deals) that can be reapplied multiple times in different markets with only small changes, while maintaining and capturing

is a pre-revenue, development stage company focused on building a robust technology platform that can develop assets (spinouts, JV and

licensing deals) capable of being reapplied multiple times in different markets with only small changes, while maintaining and capturing

new fundamental IP in each application.

As a young company without a history of manufacturing, product development, or marketing

endeavors, we seek partners with relevant manufacturing footprint and experiences to share costs, risks, and revenue related to the

shared business opportunities that result from development and deployment of our exozymes based biomanufacturing solutions.

the intricate nature and potential cost associated with developing and establishing biomanufacturing facilities for many kinds of

chemical molecules, at different batch sizes, and types of feedstocks, we plan to employ a focused strategy which centres on

nutraceuticals-with-pharmaceutical-potential, to align most of the biosolutions we develop and commercialize.

We believe that

focusing on nutraceuticals-with-pharmaceutical-potential will allow us to reuse as much knowledge and same batch size infrastructure

as possible from multiple biosolutions, from the R&D stage all the way up to ongoing biomanufacturing production realities.

cash-flow-negative, early-stage development company, eXoZymes is highly focused on achieving its next value inflection

point—where the public markets will acknowledge and appreciate the value of the assets and business cases we

built—enabling us to secure additional capital and/or explore opportunities to sell or license our developed biosolutions.

business model will therefore look to commercialize (by way of spinouts, JV and licensing deals) the best and most mature

biomanufacturing solutions for specific market applications (e.g.

a specific nutraceutical)from our technology platform.

of getting things into licensing deals, JVs and spinout companies, it becomes easier to recognize the value of these new assets

(especially as people will be able to study how those biosolutions can provide real and tangible competitive advantages in the

specific markets) and how they can stand on their own as the chemicals in specific product offerings.

We believe we have at least

three ways of demonstrating and communicating asset value:

Spin-out (aka a fully owned purpose built subsidiary – initially 100% owned by eXoZymes)

If and when we identify a business opportunity (via a specific market application for one of our exozyme biosolutions), we plan to establish a dedicated commercialization team to evaluate the challenge within a defined market, prepare the internal project, and establish requirements and milestones for the developed asset to be spun out as a fully owned subsidiary.

As the internal asset matures both on the business and the technical side, we anticipate that the wholly owned asset will be spun out to form an independent company.

Once the independent fully owned purpose-built subsidiary is formed, external partners (go-to-market partners, investors, new employees etc.) might join through investment and/or contribution of resources.

We plan to use this model when we can see a path towards a significant value inflection point for the spin-out, where the value inflection point can be reached solely through the work and resources of the spin-out with the help of eXoZymes AND when we know there is a partner, investor, or customer ready to recognize the value in a way that gives the spin-out runway to reach its next value inflection or an exit.

Joint-ventures (and built-to-exit/built-to-order entities)

As a young company without a history of manufacturing, product development, or marketing endeavors,

we seek partners with relevant manufacturing footprints and experiences to share costs, risks, and revenue related to the shared business

opportunities that result from development and deployment of our exozymes based biomanufacturing solutions.

Given the intricate nature

and potential cost associated with developing and establishing biomanufacturing facilities for many kinds of molecules, at different

batch sizes, and feedstocks, we plan to employ a focused strategy which centers on nutraceuticals-with-pharmaceutical-potential, to align

most of the biosolutions we develop and commercialize.

We believe that focusing on nutraceuticals-with-pharmaceutical-potential will

allow us to reuse as much knowledge and infrastructure as possible from multiple biosolutions, from the R&D stage all the way up to

ongoing biomanufacturing production realities.

a cash-flow-negative, early-stage development company, eXoZymes is highly focused on achieving its next value inflection point—where

the public markets will acknowledge and appreciate the assets we have built, enabling us to secure additional capital and/or explore

opportunities to sell or license our developed applications.

initial business model will therefore look to commercialize (e.g.

spinouts, JV and licensing deals) the best and most mature biomanufacturing

solutions for a specific applications (e.g.

a specific nutraceutical) that come from our exozymes technology platform.

As a result, it

becomes easier to recognize the value of these new technology assets (especially those that can provide competitive advantages in specific

markets) and how they can stand on their own as specific product offerings.

We believe we have at least three ways of demonstrating and

communicating asset value:

(aka a fully owned purpose-built subsidiary – initially 100% owned by eXoZymes)

and when we identify a business opportunity (via a specific market application for one of our exozyme biosolutions), we plan to establish

a dedicated commercialization team to evaluate the challenge within a defined market, prepare the internal project, and establish requirements

and milestones for the developed asset to be spun out as a fully owned subsidiary.

As the internal asset matures both on the business

and the technical side, we anticipate that the wholly owned asset will be spun out to form an independent company.

Once the independent

fully owned purpose-built subsidiary is formed, external partners (go-to-market partners, investors, new employees etc.) might join through

investment and/or contribution of resources.

We plan to use this model when we can see a path towards a significant value inflection

point for the spin-out, where the value inflection point can be reached solely through the work and resources of the spin-out with the

help of eXoZymes and when we know there is a partner, investor, or customer ready to recognize the value in a way that gives the spin-out

runway to reach its next value inflection or an exit.

● Joint-ventures

(and built-to-exit/built-to-order entities)

has seen significant interest from partners wanting to do joint ventures (JVs) where eXoZymes will develop and bring the biosolution

to the JV and the partner will bring financing, market expertise, and/or access to the market.

In this model, we plan to collaborate

with a partner to form a new JV company, that will focus on a specific market or product opportunity.

Under this business scenario,

each party would likely contribute essential capabilities, assets, capital, resulting in a combined effort that delivers greater

to the JV and the partner will bring financing, expertise, and/or access to the market.

In this model, we plan to collaborate with a

partner to form a new subsidiary (in this case a JV) focused on a specific market opportunity, such that the partner has unique access

to the asset developed or has a department that is already committed to further development and/or has resources to scale and commercialize.

Under this scenario, each party would likely contribute essential capabilities, resulting in a combined effort that delivers greater

value than the sum of its parts.

Depending on what value a partner brings to the JV, and how valuable the

biosolution and the strength of the competitive advantages it provides, eXoZymes will end up with a little or a lot of the JV.

also has had conversations with partners to develop “built-to-exit/built-to-order” solutions, where a partner is

interested in eXoZymes building a specific biosolution as a stand-alone company, so that the partner can then buy the solution

if/when specific specifications and goals are hit.

Some partners may even finance the “built to order” company, as long

as they have an option-to-buy (possibly at a fixed amount).

This solution exists because for some outside companies, it is better to

acquire small companies than engaging in fixed licensing deals or sponsored research, due to how it is reflected on their balance

sheet versus their profit and loss statement.

also has had conversations with partners to develop “built-to-exit/built-to-order” solutions, where a partner is interested

in eXoZymes building a specific biosolution as a stand-alone company, so that the partner can then buy the solution if/when specific

specifications and goals are hit.

Some partners may even finance the “built to order” company, as long as they have an option-to-buy

(possibly at a fixed amount).

This solution exists because for some outside companies, it is better to acquire small companies than engaging

in fixed licensing deals or sponsored research.

This approach may be attractive to eXoZymes because it is a way of making sure that if

eXoZymes takes and solves all the technical risk, it can have a more or less guaranteed exit.

agreements are the typical focus of partnership conversations where partners operating in mature markets aim to optimize or replace

all or part of their existing products or their chemical production.

These kinds of partners often look for a biosolution where they

can pay eXoZymes for R&D costs plus pay a royalty percentage of future revenues.

Depending on the balance of the deal a partner

may want or have to pay a license initiation fee to gain access to and utilize the core technology in their field-of-use and/or

countries of business.

We will be open minded to all licensing types and formats, as long as it fits into building a positive (licensing

asset) in our future portfolio of assets and income streams.

Some of the licensing deals might be “front-loaded”, especially

in the initial years where eXoZymes will still have a liquidity capital need, and later on it can be more “long-tail” licensing

deals, if that has higher life time value.

All three routes

to commercializing assets described above can lead to clearly identifiable value through building specific assets as well as

short-term and long-term revenue.

Short-term revenue may be in the form of access fees to eXoZymes platform and IP, as an initial

part of a partner deal, R&D fees, enzyme/exozymes sales, short term milestone payments.

Long-term revenue may be in the form of

licensing royalties and revenue sharing, and with time, sales of asset/ownership/exits.

While we believe

some revenue might be generated from eXoZymes selling production of specialized enzyme/exozymes and/or selling development services,

in the initial years we may not seek substantial profit margins from these services in the short-term to avoid it being something

holding back deals and growth.

We would rather make sure to enable the use of our biosolutions for specific markets and allow our

platform to grow fast and achieve market acceptance, instead of optimizing short term profits for the sub-system components (e.g.

selling specific

enzymes/exozymes).

However, adding fair levels of profit margin when possible, means certain services and specialized

enzymes/exozymes hold significant medium- to long-term revenue potential.

Given the short-term factors mentioned, investors and

stakeholders should consider spin-outs, joint venture launches, and partnership deal announcements as key indicators of progress

throughout the current and upcoming growth stages, instead of just short term revenue numbers.

We believe eXoZymes’ inventions

cover a wide range of technologies and innovations related to biomanufacturing.

These inventions include new chemical entities, composition

of matter IP on novel and engineered individual enzymes with changes in stability, activity, specificity, or a combination thereof, as

well as systems of enzymes designed for pioneering novel manufacturing processes.

Additionally, our inventions include cofactor and metabolite

management optimized for sustained reaction continuity, and advancements in enzyme expression strains and processes.

We protect our technological

edge through a combination of patent applications, trade secrets, and professional know-how and competitive advantages that only may be

known by a subset of our corporate organization.

At present, eXoZymes has a portfolio of patents and patent applications, filed in the

United States and other countries, that are deemed relevant and are positive value vs the inherent cost.

Additionally, we have several additional IP assets including invention

disclosures and proprietary trade secrets.

Included in our patent portfolio, is a license for a suite of patents from the Regents of the

University of California, which safeguard different aspects of co-factor regeneration, cannabinoid biosynthesis, and engineered enzymes,

from the work of our co-founders before the efforts was spun-out as the company we are today.

We believe that our consolidated IP position

and portfolio provides a defensible position that enables the creation of complex, robust, sustainable biosolutions enabling significant

competitive advantages.

To provide a defensible

position and foster innovation, we may establish research and development programs, that continues to ensure our lead position in

this biomanufacturing technology vertical.

Through those potential research and development programs we intend to further develop IP

that will target the following domains:

Comprehensive biosolutions, systems, elements and methods for cell-free exozymes biomanufacturing.

Biomanufacturing processes tailored to nutraceutical and pharmaceutical (e.g.

eXoZymes takes any technical risk, it can also share all the upside after it is developed.

agreements are the typical focus of partnership conversations where partners operating in mature markets aim to optimize or replace all

or part of their existing products or chemical production.

These kinds of partners often look for a biosolution where they can pay eXoZymes

for R&D costs plus pay a royalty percentage of future revenues.

Depending on the balance of the deal a partner may want or have to

pay a license initiation fee to gain access to and utilize the core technology in their field-of-use and/or countries of business.

three routes to commercializing assets described above can lead to clearly identifiable value through building specific assets as well

as short-term and long-term revenue.

Short-term revenue may be in the form of access to eXoZymes platform and R&D fees, enzyme/exozymes

sales, short term milestone payments.

Long-term revenue may be in the form of licensing royalties and revenue sharing, and with time,

sales of asset/ownership/exits.

we believe some revenue might be generated from eXoZymes selling production of specialized enzyme/exozymes and/or selling development

services, in the initial years, we may not seek substantial short-term profit/revenue from these services, since we would rather boot

up our biosolutions for specific assets (e.g.

small molecules) fast, instead of optimizing short term profits for the sub-system components

selling specific enzymes/exozymes).

However, certain services and specialized enzymes/exozymes hold significant medium- to long-term

Given the short-term factors mentioned, investors and stakeholders should consider spin-outs, joint venture launches, and

partnership deal announcements as key indicators of progress throughout the current and upcoming growth stages.

Program Overview

is developing N-trans-Caffeoyltyramine (“NCT”), a naturally occurring small molecule identified as a potent activator of

the HNF4α metabolic pathway, which plays a central role in mitochondrial function, fat oxidation, glucose regulation, and

liver–gut homeostasis.

It is believed that NCT targets what is often described as the body’s “master metabolic

switch,” enabling a single pathway approach to addressing multiple interconnected metabolic disorders—including obesity,

diabetes, and non-alcoholic fatty liver disease (NAFLD).

mouse model studies demonstrated that NCT promotes significant metabolic improvements, including 30–40% body-weight reduction

in animal models, a surge in mitochondrial biomarkers, and reductions in liver fat accumulation, all without changes in caloric intake.

support NCT’s potential as a next generation nutraceutical ingredient and as a platform for future pharmaceutical

Strategy for NCT

N-trans-caffeoyltyramine

(“NCT”) is being evaluated by the Company as a potential commercial product with two distinct development pathways:

a nutraceutical

pathway and a pharmaceutical pathway.

Nutraceutical

NCT is a naturally occurring molecule found in trace amounts in certain plants.

While the compound has attracted interest over time,

scalable production or isolation of NCT at high purity and commercially relevant quantities has remained a challenge.

Because N-trans-caffeoyltyramine

(“NCT”) is a naturally occurring compound, the Company expects to have freedom to operate with respect to NCT in its native

This positioning may allow the Company to pursue commercialization of NCT as a nutraceutical product, subject to applicable regulatory

requirements.

The Company’s strategy in this business vertical is to utilize its proprietary cell-free biomanufacturing platform

to produce high-purity NCT at commercial scale with consistent quality, with the objective of improving manufacturing efficiency, cost

structure, and supply reliability.

Pharmaceutical

In parallel, the Company may explore the development of novel or new-to-nature variants of NCT, including analogs or derivatives, which

may be eligible for patent protection and evaluated for potential pharmaceutical or disease-related applications.

These activities are

at an early stage and would require substantial additional research and development, including preclinical and clinical studies, as well

as regulatory review and approval, prior to any potential commercialization.

The extent and timing of any such efforts are expected to

depend, in part, on the availability of capital resources and potential partnership opportunities

Technology Enabling Commercialization

NCT occurs in nature, it is found only in trace quantities (0.0014%) in peppercorns and other plants, making conventional sourcing impractical.

Traditional synthetic chemistry routes are similarly cost-prohibitive and yield mixtures of less potent analogs.

proprietary cell-free biomanufacturing platform overcomes these bottlenecks, enabling:

reaction yield at pilot scale,

faster production cycles than conventional methods, and

● predictable,

single-product precision without undesired by-products.

technology delivers >99% food/pharma-grade purity, simplifying formulation and regulatory readiness.

Because the process runs outside

living cells, it offers lower cost, less variability, greater scalability, and complete control over each step in the enzymatic pathway.

platform forms the core asset being transferred to NCTX, a subsidiary of the Company, and the exclusive commercialization

has advanced rapidly from concept to commercialization of readiness.

Key accomplishments to date include:

● Pilot-scale

production achieved in <1 year, demonstrating commercial feasibility.

tech transfer to external pilot plant operator completed, including SOPs and analytical standards.

● High-purity

material validated, with >99% purity.

planning underway, including downstream optimization, CMO screening, and supply chain readiness.

is preparing to launch NCT as a branded nutraceutical ingredient, supported by a capital-light, asset-light model leveraging

contract manufacturers (CMOs).

believe eXoZymes’ inventions cover a wide range of technologies and innovations related to biomanufacturing.

These inventions

include new chemical entities, composition of matter IP on novel and engineered individual enzymes with changes in stability,

activity, specificity, or a combination thereof, as well as systems of enzymes designed for pioneering novel manufacturing

Additionally, our inventions include cofactor and metabolite management assets optimized for sustained reaction

continuity, and advancements in enzyme expression strains and processes.

We protect our technological edge through a combination of

patent applications, trade secrets, and professional know-how and competitive advantages that only may be known by a subset of our

corporate organization.

At present, eXoZymes has a portfolio of patents and patent applications, filed in the United States and

other countries, that are deemed relevant and are positive value vs the inherent cost.

Additionally, we have several additional IP

assets including invention of disclosures and proprietary trade secrets.

Included in our patent portfolio, is a license for a suite of

patents from the Regents of the University of California, which safeguard different aspects of co-factor regeneration, cannabinoid

biosynthesis, and engineered enzymes, from the work of our co-founders before the efforts was spun-out as the company we are today.

We believe that our consolidated IP position and portfolio provide a defensible position that enables the creation of complex,

robust, sustainable biosolutions enabling significant competitive advantages.

provide a defensible position and foster innovation, we may establish research and development programs that continue to ensure our

lead position in this biomanufacturing technology vertical.

Through those potential research and development programs we intend to further

develop IP that will target the following domains:

Comprehensive

biosolutions, systems, elements and methods for cell-free exozymes biomanufacturing.

Biomanufacturing

processes tailored to nutraceutical and pharmaceutical (e.g.

rare and new-to-nature cannabinoids) production and derivatization.

Natural products, (first focusing on nutraceutical, pharmaceutical-oriented) biomanufacturing.

And commodity chemical and fuel etc.

systems and biomanufacturing when extraordinary opportunity presents itself – like our isobutanol project.

products and natural product analogs (first focusing on nutraceutical, pharmaceutical-oriented compounds) and methods that enable

their biomanufacturing.

commodity chemical and fuel etc.

systems and biomanufacturing when extraordinary opportunity presents itself – like our isobutanol

terms of the license agreement with the Regents of the University of California

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initial license fee was $6,000 and the continuing license maintenance fee is $2,500 per year.

The license requires a minimum annual

royalty, initially in the amount of $15,000 rising to $50,000 starting the third year of the license.

eXoZymes is to pay The Regents

a royalty on the net sales of licensed products equal to two percent with respect to therapeutics products, and one percent with

respect to all other products, payable quarterly.

To date, the Company has not developed products that have generated net sales on

which a royalty is due.

The license requires a minimum annual royalty,

initially in the amount of $15,000 rising to $50,000 starting in the third year of the license.

eXoZymes is to pay The Regents a royalty

on the net sales of licensed products equal to two percent with respect to therapeutics products, and one percent with respect to all

other products, payable quarterly.

To date, the Company has not developed products that have generated net sales on which a royalty is

eXoZymes is also to pay an initial sublicensing fee equal to 15% which falls to 8%.

There are additional

milestone payments due based on net sales equal to $250,000 on the first $1,000,000 of net sales of an initial licensed product and

then $350,000 when a second licensed product has $2,000,000 of net sales.

The aggregate of payments made to the Regents in

connection with our license agreement with the Regents, from 2019 to December 31, 2024, is $371,803.

This includes

payments for patent fees associated with the license and maintenance fees.

In addition the Regents were issued an aggregate of

249,689 shares of the common stock of eXoZymes.

The Regents have entered into a one-year market stand-off agreement with respect to

its shares of Common Stock.

There are additional milestone payments due

based on net sales equal to $250,000 on the first $1,000,000 of net sales of an initial licensed product and then $350,000 when a second

licensed product has $2,000,000 of net sales.

aggregate of payments made to the Regents in connection with our license agreement with the Regents, from 2019 to December 31, 2025,

This includes payments for patent fees associated with the license and maintenance fees.

In addition, the Regents were issued

an aggregate of 249,689 shares of the common stock of eXoZymes.

The Regents have entered into a one-year market stand-off agreement with

respect to its shares of Common Stock.

is required to use commercially reasonable efforts to achieve specified development milestones.

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has the right and option, at its sole discretion, to either terminate this Agreement or reduce the exclusive license to a nonexclusive

We believe we have met the milestones, and retain the license on the exclusive basis.

The term of the license is for

10 years after the first commercial sale of a licensed product that triggers an earned license fee.

We are required to carry specified

levels of insurance, maintain certain records and provide copies to The Regents of specific reports, and provide for certain ongoing

patent costs.

eXoZymes continues to develop and optimize its exozyme-based biosolutions and their applications to make chemical products for use

in the nutraceutical, pharmaceutical and isobutanol/biofuels industries, these products will require the Company to address

regulation of different kinds.

Depending on the particular product and marketing pathway, we may have to address

regulatory compliance ourselves or we may be able to require a third party licensee to undertake meeting the regulatory requirements

of our product as a stand-alone licensed product or in conjunction with their own product.

FDA and other regulatory authorities at federal, state and local levels, as well as in foreign countries, extensively regulate,

among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness,

labelling, packaging, storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring

and post-approval reporting of chemicals such as those that we may develop.

eXoZymes, or third-party contractors or licensees, may be

required to navigate the various preclinical, clinical and commercial approval requirements of the governing regulatory agencies of

the United States and other countries for which we wish to conduct studies or seek approval of any of our clinical use or otherwise regulated products.

Companies involved in

the production of pharmaceuticals are also subject to additional healthcare regulation and enforcement by the federal government and

We believe we have met the milestones and retain the license on an exclusive basis.

The term of the license is for 10 years

after the first commercial sale of a licensed product that triggers an earned license fee.

We are required to carry specified levels

of insurance, maintain certain records and provide copies to The Regents of specific reports, and provide for certain ongoing patent

eXoZymes continues to develop and optimize its exozyme-based biosolutions and their applications to make chemical products for use in

the nutraceutical, pharmaceutical and isobutanol/biofuels industries, these products will require the Company to address regulation of

different kinds.

Depending on the particular product and marketing pathway, we may have to address regulatory compliance ourselves or

we may be able to require a third-party licensee to undertake meeting the regulatory requirements of our product as a stand-alone licensed

product or in conjunction with their own product.

Product Regulation

FDA and other regulatory authorities at federal, state and local levels, as well as in foreign countries, extensively regulate, among

other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging,

storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting

of chemicals such as those that we may develop.

eXoZymes, or third-party contractors or licensees, may be required to navigate the various

preclinical, clinical and commercial approval requirements of the governing regulatory agencies of the United States and other countries

for which we wish to conduct studies or seek approval of any of our clinical use or otherwise regulated products.

Companies involved

in the production of pharmaceuticals are also subject to additional healthcare regulation and enforcement by the federal government and

by authorities in the states and foreign jurisdictions in which they conduct their business.

Such laws include, without limitation:

the federal Anti-Kickback Statute (“AKS”);

federal Anti-Kickback Statute (“AKS”);

the federal False Claims Act (“FCA”);

the Health Insurance

Portability and Accountability Act of 1996 (“HIPAA”) and similar foreign, federal and state fraud, abuse and

transparency laws.

the Health Insurance Portability

and Accountability Act of 1996 (“HIPAA”) and similar foreign, federal and state fraud, abuse and transparency laws.

where the particular product is only to be used topically or in edible products, the Federal Food Drug and Cosmetic Act, extends

regulation to foods, dietary supplements, cosmetics and veterinary products.

Nutraceuticals and e.g.

Cannabinoids are used in a

variety of topically applied lotions, salves, oils, sprays and transdermal patches.

Cannabinoids, as an example of our nutraceuticals, are also found in products that one

State regulation in about half of the states of the United States extends to a variety of product attributes that include

cannabinoids, including (i) the percentage of a cannabinoid that may be included in these kinds of products, (ii) warning labels,

(iii) restrictions on packaging to protect children and child resistant packaging, (iv) application of general food safety

regulations, such as food production, packaging and handling, (v) prohibitions on the kinds of products that can contain or be

infused with cannabinoids, and (vi) the appearance of products that contain cannabinoids.

Some forms of synthetic cannabinoids have

been banned from being used in connection with human intended products.

chemical small molecule compounds that go into foods or are used as dietary supplements, which have health claims attached, are

subject to regulation as set forth in the U.S.

Nutraceuticals and cannabinoids are used in a variety

of topically applied lotions, salves, oils, sprays and transdermal patches.

Cannabinoids, as an example of our nutraceuticals, are

also found in products that one eats.

State regulation in about half of the states of the United States extends to a variety of

product attributes that include cannabinoids, including (i) the percentage of a cannabinoid that may be included in these kinds of

products, (ii) warning labels, (iii) restrictions on packaging to protect children and child resistant packaging, (iv) application

of general food safety regulations, such as food production, packaging and handling, (v) prohibitions on the kinds of products that

can contain or be infused with cannabinoids, and (vi) the appearance of products that contain cannabinoids.

Some forms of synthetic

cannabinoids have been banned from being used in connection with human intended products.

There is currently new regulatory efforts to reclassify cannabinoids from a Schedule 1 drug to a Schedule 3 Drug,

and additional regulatory efforts in defining intoxicating vs non-intoxicating cannabinoids.

The Company intends to follow all current

(as described below) and future regulations.

chemical small molecule compounds that go into foods or are used as dietary supplements, which have health claims attached, are subject

to regulation as set forth in the U.S.

Dietary Supplement Health and Education Act of 1994.

The FDA does not approve dietary

supplements, but it does regulate them for safety.

As such, regulation would be under various FDA requirements and the New Dietary

Ingredient notification process.

However, if the molecule compounds are used in cosmetics, it does not require FDA approval prior to

going to market, which is the same as for dietary supplements, as long as they have been tested for safety.

The FDA does not approve dietary supplements,

but it does regulate them for safety.

As such, regulations would be under various FDA requirements and the New Dietary Ingredient notification

However, if the molecule compounds are used in cosmetics, it does not require FDA approval prior to going to market, which is

the same as for dietary supplements, as long as they have been tested for safety.

relating to tetrahydrocannabinol (THC, the gem dimethyl cyclized ether of cannabidiol specifically with a 5-carbon alkyl chain on

the resorcyclic acid moiety) and its psychoactive derivatives, per 21 C.F.R.

§ 1308.11(d)(31) (7), if the small molecules are

derivatives of THC, they may be subject to federal regulations.

As such, this would require any such derivatives to follow the FDA

Drug Development schedule for Clinical Trials.

The FDA regulatory pathway for drugs would govern activities related to these

However, if the compounds are not tetrahydrocannabinol analogs (e.g.

the alkyl chain is less than 5 carbons or the

compound contains a different cyclization pattern), then they would likely be subject to regulations set forth in the 2018 Farm Bill

(and/or the U.S.

Dietary Supplement Health and Education Act of 1994).

For example, tetrahydrocannabivarin, which is a THC analog

but with a 3 carbon alkyl chain instead of a 5 carbon, may or may not be subject to the 2018 Farm Bill if it is made synthetically

as opposed to being extracted from the hemp plant.

§ 1308.11(d)(31) (7), if the small molecules are derivatives

of THC, they may be subject to federal regulations.

As such, this would require any such derivatives to follow the FDA Drug Development

schedule for Clinical Trials.

The FDA regulatory pathway for drugs would govern activities related to these compounds.

However, if the

compounds are not tetrahydrocannabinol analogs (e.g.

the alkyl chain is less than 5-carbons or the compound contains a different cyclization

pattern), then they would likely be subject to regulations set forth in the 2018 Farm Bill (and/or the U.S.

Dietary Supplement Health

and Education Act of 1994).

For example, tetrahydrocannabivarin, which is a THC analog but with a 3-carbon alkyl chain instead of a 5-carbon, may or may not be subject to the 2018 Farm Bill if it is made synthetically as opposed to being extracted from the hemp plant.

FDA and congress are continually updating their cannabis and cannabinoid policies, so we believe that regulations are likely to change.

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For example, these standards are meant to provide quality specifications so that there are no adverse consequences

from their use or inclusion in another form of fuel such as severe as engine seizure, filter plugging, and adverse emissions.

It is expected

that safety standards will also predominate regulation as biofuels gain use in more fuel products or energy supply systems.

from their use or inclusion in another form of fuel such as engine seizure, filter plugging, and adverse emissions.

It is expected that

safety standards will also predominate regulation as biofuels gain use in more fuel products or energy supply systems.

biofuels are developed and successive generations of production processes and products are created, we expect that environmental sustainability

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addressed as the industry evolves, and processes will have to be developed to address these issues.

believe eXoZymes stands at the forefront of multi-step cell-free biocatalysis aka exozyme system development for the production of

diverse chemicals.

While use of simple enzymes for single step conversions are commonplace in a variety of industrial processes, we believe the uniqueness

of eXoZymes’s technology lies in its ability to build multi-step, complex, yet robust and efficient, enzyme modules and

exozymes biosolutions to be used for biomanufacturing.

believe eXoZymes is at the forefront of multi-step cell-free biocatalysis aka exozyme system development for the production of diverse

While use of simple enzymes for single step conversions are commonplace in a variety of industrial processes, we believe the

uniqueness of eXoZymes’s technology lies in its ability to build multi-step, complex, yet robust and efficient, enzyme modules

and exozymes biosolutions to be used for biomanufacturing.

the space of cell-based synthetic biology, considerable efforts have been, and are being, devoted to engineering living organisms to

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that this is an active, developing industry.

We believe that we will face competition

from many companies and research institutions that are currently working in, and will enter, the future cell-free exozymes

industry to work on the many aspects of cell-free synthetic biochemistry.

Debut Biotech and Solugen Inc.

promote the advantages of cell-free

enzymatic systems over cell-based systems, but their processes appear to use simple one to two step pathways.

believe that we will face competition from many companies and research institutions that are currently working in, and will enter,

the future cell-free biocatalytic and exozymes industry to work on the many aspects of cell-free synthetic biochemistry.

Biotech and Solugen Inc.

promote the advantages of cell-free enzymatic systems over cell-based systems, but their processes appear

to use simple one to two step pathways.

Codexis, Inc.

with Tate & Lyle and Merck & Co., Inc.

on different, highly specific projects that use multi enzyme pathways, such as enzymatic

Islatravir synthesis, illustrating the potential for complex enzyme cascades, but their principal mission diverges from the enzymatic

manufacturing of more general chemicals.

There are many companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes

partnered with Tate & Lyle and Merck & Co., Inc.

on different, highly

specific projects that use multi enzyme pathways, such as enzymatic Islatravir synthesis, illustrating the potential for complex

enzyme cascades, but their principal mission diverges from the enzymatic manufacturing of more general chemicals.

There are many

companies that focus on enzyme engineering, such as Codexis, Inc., Allozymes Pte Ltd.

(Singapore), Enzymit Ltd.

(Israel and US), Zymtronix Catalytic Systems, Inc., Arzeda Corp.

(Israel and US),

Zymtronix Catalytic Systems, Inc., Arzeda Corp.

and Quantumzyme LLP (India).

are other companies that develop enzyme immobilization technologies.

There are a number companies operating in the biofuels space, such

as Valero Energy Corporation, ADM Corporation, Cargill Company, Gevo, Inc.

There are other companies that develop enzyme

immobilization technologies.

There are a number of companies operating in the biofuels space, such as Valero Energy Corporation, ADM

Corporation, Cargill Company, Gevo, Inc.

and Butamax Advanced Biofuels LLC that focus on ethanol technologies.

There are a number of companies in the nutraceutical and pharmaceutical industries that are pursuing, or may in the

future pursue, the same or similar target molecules as those being developed by the Company.

For example, Brightseed Bio is focused on

the discovery and development of plant-derived bioactive compounds, including molecules such as N-trans-caffeoyltyramine (“NCT”),

and such companies may compete directly with the Company’s development and commercialization efforts

Additionally,

we believe that we will also compete against the numerous companies around the globe that dominate particular market segments for

products made or sourced using synthetic chemistry or via natural extraction.

we believe that we will also compete against the numerous companies around the globe that dominate particular market segments for products

made or sourced using synthetic chemistry or via natural extraction.

believe that the majority of companies that present some aspect of competition are well-established companies that have more experience

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brand or scientific name recognition or industry contacts than we possess.

A number of the companies are multinational companies, and many

are also publicly listed companies, with large market capitalizations.

A number of companies are multinational companies, and

many are also publicly listed companies, with large market capitalizations.

believe that we compete with those firms based on a number of factors, including

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also believe eXoZymes will compete based on our unique technological approach.

We believe our scientific approach and proprietary

technologies are not as specialized and limited as those of our competitors, thereby opening product pathways for a plethora of more

diverse chemical manufacturing applications.

We believe that our intellectual property including our trade secrets, our special

methods of doing e.g.

recycling of essential cofactors may allow us to operate extensive multistep processes outside of a living

cell, in a production-effective manner that will allow us to compete effectively.

This example represents a competitive advantage

over traditional synthetic biochemical companies.

We believe our scientific approach and proprietary technologies

are not as specialized and limited as those of our competitors, thereby opening product pathways for a plethora of more diverse chemical

manufacturing applications.

We believe that our intellectual property, including our trade secrets, our special methods of doing e.g.

recycling of essential cofactors may allow us to operate extensive multistep processes outside of a living cell, in a production-effective

manner that will allow us to compete effectively.

This example represents a competitive advantage over traditional synthetic biochemical

the biofuels sector, we do not compete directly with ethanol producers because our primary target, isobutanol, is widely regarded as

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Among them, 9 hold doctoral

Eighteen employees focus on R&D efforts, four are dedicated to pilot projects, while the remaining nine concentrate on business

Twenty employees focus on R&D efforts;

four are dedicated to pilot projects, while the remaining eight concentrate on business

development, finance, and general administration.

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renovated space.

Of the total space, a portion is reserved for R&D pilot activities and the balance

of the space is split among the general and administrative office, R&D laboratory requirements, fermentation uses to develop and

produce needed enzymes, and to house an analytical lab.

Of the total space, a portion is reserved for R&D pilot activities and the balance of the space is split among the

general and administrative office, R&D laboratory requirements, fermentation uses to develop and produce needed enzymes, and to house

an analytical lab.

The Company believes its existing facility is in good operating condition and suitable for its future operations

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

What changed 10-K

Item 1. Business