What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 952 added, 701 removed, 858 unchanged (66% of the section changed)

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of Disclosure Controls and Procedures

Company, with the participation of the Chief Executive Officer and VP of Finance, evaluated, as of the end of the period covered

by this Annual Report on Form 10-K, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

Company, with the participation of the Chief Executive Officer and Vice President of Finance, evaluated, as of the end of the period covered by this

Annual Report on Form 10-K, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934, as amended, or the Exchange Act).

Based on that evaluation, and because of the material weaknesses

in internal control over financial reporting described below, the Chief Executive Officer and VP of Finance concluded that,

as of December 31, 2024, the disclosure controls and procedures were not effective at the reasonable assurance level.

In light of this

fact, the Company has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding

the material weaknesses in the internal control over financial reporting, the consolidated financial statements for the periods covered

by and included in this Annual Report on Form 10-K fairly state, in all material respects, the financial position, results of operations

and cash flows for the periods presented in conformity with GAAP.

in internal control over financial reporting described below, the Chief Executive Officer and Vice President of Finance concluded that, as of December

31, 2025, the disclosure controls and procedures were not effective at the reasonable assurance level.

In light of this fact, the Company

has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material

weaknesses in the internal control over financial reporting, the consolidated financial statements for the periods covered by and included

in this Annual Report on Form 10-K fairly state, in all material respects, the financial position, results of operations and cash flows

for the periods presented in conformity with GAAP.

Annual Report on Internal Control over Financial Reporting

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operations in line with generally accepted accounting principles (GAAP).

are also tasked with establishing and upholding sufficient internal controls over financial reporting, as stipulated in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e).

These controls aim to offer reasonable assurance about the fairness of our financial reporting and the accuracy of financial information.

Despite the nature of our internal control systems, they are subject to inherent limitations, including human error and the potential

bypassing of controls, thus providing only reasonable—not absolute—assurance.

internal controls over financial reporting encompass procedures for maintaining detailed records that reflect our transactions accurately,

is also tasked with establishing and upholding sufficient internal controls over financial reporting, as stipulated in the

Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e).

These controls aim to offer reasonable assurance about the fairness of

our financial reporting and the accuracy of financial information.

Despite the nature of our internal control systems, they are

subject to inherent limitations, including human error and the potential bypassing of controls, thus providing only

reasonable—not absolute—assurance.

internal controls over financial reporting encompasses procedures for maintaining detailed records that reflect our transactions accurately,

ensuring transactions are recorded as needed for financial statement preparation in compliance with GAAP, and safeguarding company assets

through authorized management and director actions.

an evaluation led by our Chief Executive Officer and VP of Finance, based on the COSO 2013 framework, we identified material

weaknesses in our internal controls in our prior year, as of December 31, 2024.

an evaluation led by our Chief Executive Officer and Vice President of Finance, based on the COSO 2013 framework, we identified material weaknesses

in our internal controls as of December 31, 2025.

These material weaknesses are described below:

Design of Policies and Procedures:

We did not document

adequately the policies and procedures at a sufficient level of precision to support the operating effectiveness of control.

committed to continuously evaluating and improving our internal control over financial reporting and will implement further

enhancements as necessary and financially viable.

Testing of Internal Controls:

procedures related to testing of implemented procedures around internal control.

Improvements to mitigate this weakness will be implemented

further as necessary .

We did not document adequately the policies and procedures at a sufficient level of precision to support

the operating effectiveness of control.

We are committed to continuously evaluating and improving our internal control over financial

reporting and will implement further enhancements as necessary and financially viable.

of Internal Controls:

Inadequate procedures related to testing of implemented procedures around internal control.

Improvements to mitigate

this weakness will be implemented further as necessary.

Annual Report on Form 10-K does not include an attestation from our public accounting firm regarding internal control over financial

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in Internal Control over Financial Reporting

Apart from the remediation efforts mentioned earlier, no changes were made to our internal control over financial

reporting in 2024 that have had, or are expected to have, a material impact on its effectiveness.

than the material weakness remediation efforts underway, there were no changes in the internal control over financial reporting identified

in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December

31, 2025, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Company’s management, including the Chief Executive Officer and VP of Finance, believes that disclosure controls and

procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and

are effective at the reasonable assurance level.

However, management does not expect that the disclosure controls and procedures or the

internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the

inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, within the company have been detected.

The design of any system of controls also is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected.

Company’s management, including the Chief Executive Officer and Vice President of Finance, believes that disclosure controls and procedures

and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective

at the reasonable assurance level.

However, management does not expect that the disclosure controls and procedures or internal control

over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

within the company have been detected.

The design of any system of controls also is based in part upon certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies

or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or

fraud may occur and not be detected.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

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and Chief Executive Officer

Scientific Officer

Commercial Officer

President, Finance

President, Research

President, Development

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of Science degree in 2007 in Business Administration from California State University, Long Beach.

Korman has served as Vice President of Research effective as of February 1, 2024 and previously served as Director

of Research and Development of the Company from August 2019 to January 2024.

Korman has served as Chief Scientific Officer effective as of November 2025 and previously served as Vice President, Research

of the Company from February 2025 to October 2025.

From June 2014 to September 2019 Dr.

Korman was a Project

Scientist in the Department of Chemistry and Biochemistry at the University of California, Los Angeles.

Korman received his PhD in

Molecular Biology and Biochemistry from the University of California, Irvine in 2008, Master of Science in 2003 and Bachelor of Science

in 2001 in Chemistry from the University of California, San Diego.

Korman was a Project Scientist in the Department

of Chemistry and Biochemistry at the University of California, Los Angeles.

Korman received his PhD in Molecular Biology and Biochemistry

from the University of California, Irvine in 2008, Master of Science in 2003 and Bachelor of Science in 2001 in Chemistry from the University

of California, San Diego.

Opgenorth, PhD.

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from the University of California, Davis.

Bowie has served as a director of the Company since its inception in April 2019.

Perriman has served as Chief Commercial Officer of the Company since April 2025.

Prior to joining the Company, Mr.

Perriman served

as Chief Business Development Officer at Gevo and as Senior Vice President, Specialty Products at Genomatica from 2010 to 2024.

experience includes business development leadership roles at Verdezyne, technology commercialization positions with The Dow Chemical

Company, and service as a Deputy Trade Commissioner for the Queensland Government Trade Office for the Americas.

Perriman also serves

as Chairman of the Board of Cellugy and advises several early-stage companies in the renewable materials and industrial biotechnology

He holds a B.Sc.

(Hons.) in Industrial Chemistry from the University of New South Wales and an MBA from the UCLA Anderson School

of Management.

Bowie has served as an independent director of the Company since its inception in April 2019.

Bowie has been on the

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and enzyme structure.

He holds patents on drug screening technology, methods for protein structure prediction, and for enzyme system

He holds patents on drug screening technology, methods for protein structure prediction, and enzyme system

The Board believes that Dr.

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Lalonde has served as an independent director of the Company since April

Lalonde is a recognized

leader in the field of synthetic biology and serves as an Scientific Advisor for several private start-up enterprises and since August

2023 has been the Chairman of the Board at Willow Biosciences Inc.

He previously served as Lead, Microbial Digital Genome Engineering

Business with Inscripta Inc.

from September 2019 to August 2021, a global leader in genome engineering technology, as Lead of its Microbial

Digital Genome Engineering Business.

Prior to that, from 2004 to 2019 Dr.

Lalonde was Senior Vice President of R&D at Codexis, Inc.,

a leader in protein engineering.

In his nearly 15 years at Codexis he oversaw development of more than 50 enzymes for drug manufacturing,

nutrition, biotherapeutics, and molecular diagnostics.

He also led development of the company’s pioneering CodeEvolver ®

protein engineering technology which was licensed to major pharmaceutical companies.

Lalonde is a recognized leader in the field of synthetic biology and serves as a Scientific Advisor for several private start-up

He was Chairman of the Board of Willow Biosciences, Inc.

from 2023 until the sale of the operating subsidiary to Mycofeast

He previously served as Lead, Microbial Digital Genome Engineering Business with Inscripta Inc.

from September 2019 to August

2021, a global leader in genome engineering technology, as Lead of its Microbial Digital Genome Engineering Business.

Prior to that, from

2004 to 2019 Dr.

Lalonde was Senior Vice President of R&D at Codexis, Inc., a leader in protein engineering.

In his nearly 15 years

at Codexis he oversaw the development of more than 50 enzymes for drug manufacturing, nutrition, biotherapeutics, and molecular diagnostics.

He also led the development of the company’s pioneering CodeEvolver ® protein engineering technology which was licensed

to major pharmaceutical companies.

Prior to Codexis, Dr.

Lalonde held leadership

roles in biocatalysis and chemical development at Altus Biologics from 1993 to 2004 and in scientific research from 1989 to 1993 at Vista

Chemical Company.

He holds a bachelor’s degree in chemistry from Lakehead University (1983) and a Ph.D.

in organic chemistry from

Texas A&M University (1987).

He was a recipient of the US Presidential Green Chemistry Awards twice and was elected to the Academy

of Distinguished Alumni at Texas A&M in 2022.

The Board believes that Dr.

Lalonde’s extensive scientific background, which

includes experience of synthetic biology, genome engineering and protein engineering, and his participation in start up enterprise management,

qualifies him to be a member of our Board.

Lalonde held leadership roles in biocatalysis and chemical development at Altus

Biologics from 1993 to 2004 and in scientific research from 1989 to 1993 at Vista Chemical Company.

He holds a bachelor’s degree

in chemistry from Lakehead University (1983) and a Ph.D.

in organic chemistry from Texas A&M University (1987).

He was a recipient

of the US Presidential Green Chemistry Awards twice and was elected to the Academy of Distinguished Alumni at Texas A&M in 2022.

Board believes that Dr.

Lalonde’s extensive scientific background, which includes experience in synthetic biology, genome engineering

and protein engineering, and his participation in start-up enterprise management, qualifies him to be a member of our Board.

Edward Bell, PhD .

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Rayo has been employed by MDB Capital, S.A, since 2013, which is an affiliated company of MDB Capital Holdings, LLC.

Rayo also is a registered representative of MDB Capital, a registered broker-dealer,subsidiary of MDB Capital Holdings, LLC.

Rayo, at MDB Capital, S.A., currently serves as the Director of Investment Analysis.

also is a registered representative of MDB Capital, a registered broker-dealer, subsidiary of MDB Capital Holdings, LLC.

MDB Capital, S.A., currently serves as the Director of Investment Analysis.

In this role, Mr.

Rayo leads the MDB

Capital’s investment analysis efforts at MDB Capital, providing strategic insights that inform investment decisions and helping to drive MDB

Capital’s capital-raising initiatives.

Under this role, he has collaborated with a diverse array of companies across sectors

such as biotechnology, medical devices, and renewable energy.

Rayo leads the MDB Capital’s investment

analysis efforts at MDB Capital, providing strategic insights that inform investment decisions and helping to drive MDB Capital’s

capital-raising initiatives.

Under this role, he has collaborated with a diverse array of companies across sectors such as biotechnology,

medical devices, and renewable energy.

Prior to joining MDB Capital, Mr.

Rayo was employed at Banpro, a

commercial bank, where he managed a portfolio of fixed income securities.

Rayo earned a bachelor’s degree in business

administration with a concentration in Finance and Economics from the Latin American campus of Ave Maria University and is a CFA

Charterholder.

Rayo was employed at Banpro, a commercial bank, where he managed

a portfolio of fixed income securities.

Rayo earned a bachelor’s degree in business administration with a concentration in

Finance and Economics from the Latin American campus of Ave Maria University and is a CFA Charterholder.

The Board believes that Mr.

Rayo’s background in investment banking, strategic business assessment and business

analysis qualifies him to serve as a member of the Board.

Senior Officers

Karl has served as the Vice President and Head of Business Development for the Company since September 2023, spearheading

the company’s growth trajectories and strategic partnerships in synthetic biology.

Prior to joining the Company, Dr.

the role of Director of Business Development at Ginkgo Bioworks from July 2022 to September 2023 where he cultivated strategic opportunities

to expand the company’s synthetic biology outreach.

Demonstrating his entrepreneurial acumen, he founded Ambedo in 2019 and later

established TerraBite Farms in 2020, where he served as the Chief Executive Officer for both and helped to bridge termite biology with

industrial innovation.

His tenure at SAB Biotherapeutics from January 2021 to July 2022 saw him directing the development of a range

of antigens, most notably for pathogens like COVID-19.

Before this, at POET, LLC, Dr.

Karl melded biochemistry research with business

strategy from November 2014 to April 2020, championing innovation across diverse industry collaborations.

Karl received his Ph.D.

in Biochemistry and Molecular in 2013 from Purdue University and a Bachelor’s in Pre-Medicine and Microbiology from Wittenberg

University in 2008.

Rayo’s background in investment banking, strategic business assessment and business analysis qualifies him to serve as a member

of the Board.

Composition/Committees

board of directors currently consists of six persons.

board of directors currently consists of six people.

The board of directors may establish the number of persons serving on the board

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Currently, Messrs.

Bowie, Lalonde, and Bell are independent directors within the meaning

of Nasdaq’s rules.

Bowie, Rayo, Lalonde, and Bell are independent directors within the

meaning of Nasdaq’s rules.

Bell is a “financial expert” as that term is defined in SEC regulations.

The board of directors

plans to add one or more independent directors in due course to satisfy the requirements for listing on a national exchange.

board of directors will also establish various committees from time to time.

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our independent auditors;

(vi) reviewing with our chief executive officer and chief financial officer (or VP of Finance, as

the case may be) and independent auditors the adequacy and effectiveness of our internal controls;

(vi) reviewing with our chief executive officer and chief financial officer (or VP of Finance, as the case

may be) and independent auditors the adequacy and effectiveness of our internal controls;

(vii) reviewing hedging transactions;

and (viii) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.

The audit committee

will also review and approve all transactions with affiliated parties.

Our board of directors has adopted a written charter for the audit

committee, which is available on our website.

reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.

The audit committee will also

review and approve all transactions with affiliated parties.

Our board of directors has adopted a written charter for the audit committee,

which is available on our website.

have established a compensation committee.

The committee’s primary responsibilities include approving corporate goals and objectives

relevant to executive officer compensation and evaluate executive officer performance in light of those goals and objectives, determining

relevant to executive officer compensation and evaluating executive officer performance in light of those goals and objectives, determining

and approving executive officer compensation, including base salary and incentive awards, making recommendations to the board of directors

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should be re-nominated, and reviewing the membership of the board of directors and its committees and recommending making changes, if

evaluating director nominees, then nominating committee will generally consider the following factors:

evaluating director nominees, the nominating committee will generally consider the following factors:

appropriate size and composition of our board of directors;

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applicable laws, rules, regulations and listing standards, if applicable.

are no stated minimum criteria for director nominees, although the committee may consider such factors as it may deem are in the best

interests of the Company and its stockholders.

The nominating committee also believes it is appropriate for certain key members of our

management to participate as members of the board of directors.

are no stated criteria for director nominees, although the committee may consider such factors as it may deem are in the best interests

of the Company and its stockholders.

The nominating committee also believes it may be appropriate for certain key members of our management

to participate as members of the board of directors.

nominating committee identifies nominees by first evaluating the current members of the board of directors willing to continue in service.

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of our subsidiaries and partner companies.

of Members of Board of Directors

following table sets forth the compensation earned by or awarded or paid in 2025 and 2024 to the individuals who served as our independent

directors during such period:

“Mo” Hayat (1)

DiGiandomenico

Mohammad “Mo” Hayat

Mohammad “Mo” Hayat (1)

Anthony DiGiandomenico

Christopher A.

Mo Hayat resigned as a director February 17, 2025.

do not intend to pay persons a director fee for serving on the board of directors who are also paid a salary or similar compensation

by the Company.

To the extent that we have any independent directors, the board of directors will determine their compensation at the

time of their appointment and thereafter.

do not have any defined compensation plans for our officers or directors.

We may adopt one or more forms of compensation arrangements,

including cash and stock-based compensation arrangements in the future.

Any stock-based compensation plans will be subject to the approval

of the holders of the shares of Common Stock as required by the listing rules of Nasdaq and any other applicable laws.

We reimburse any persons that are independent members of our board of directors for their reasonable expenses incurred in connection

with attending meetings of our board of directors, committee meetings and other activities they undertake on our behalf and on behalf

of our subsidiaries and partner companies.

of Liability of Directors and Indemnification of Directors and Officers

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Indemnification

enter into indemnification agreements with each of the persons serving on the board of directors and executive officers.

enter into indemnification agreements with each of the people serving on the board of directors and executive officers.

The indemnification

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officers, directors and greater than 10% beneficial owners of our Common Stock complied with the reporting requirements of Section 16(a)

of the Exchange Act, although Mr.

Opgenorth, MDB Capital Holdings, LLC, Mr.

Heltzen and Mr.

Bell were late on filing their initial Form

4 reports due upon vesting of certain securities as a result of the initial public offering of the Company, and Mr.

Bell, due to a delay

in obtaining an Edgar identification number, was late on filing his initial Form 3 report.

of the Exchange Act.

Executive Compensation

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The amounts indicated for the year ending December 31, 2025, do not include any amounts that may be awarded

in 2025 as bonus compensation.

in 2026 as bonus compensation for the year ending 2025.

We refer to these individuals as our named executive officers.

The compensation information disclosed

herein for our three named executive officers is disclosed in accordance with SEC requirements;

such disclosure does not include the

compensation for our other executive officers.

Our named executive officers for the years ended December 31, 2023 and 2024 respectively,

The compensation

information disclosed herein for our three named executive officers is disclosed in accordance with SEC requirements;

such disclosure

does not include the compensation for our other executive officers.

Our named executive officers for the years ended December 31, 2024

and 2025 respectively, are:

Incentive Plan Compensa-tion ($)

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Other Compensa-tion ($)

Hayat, Chairman and CEO (2)

Heltzen, President and CEO

Korman, VP of Research

Opgenorth, VP of Product Development

Nawaz, VP of Finance

Michael Heltzen, President and

Tyler Korman, Chief Scientific Officer

Damien Perriman, Chief Commercial Officer

Paul Opgenorth, Vice President, Development

Fouad Nawaz, Vice President, Finance

“Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program.

Hayat ceased being the CEO on February 1, 2024, and became the Chairman and President commencing February 1, 2024, upon the appointment of Michael Heltzen as the CEO on February

Hayat resigned as Chairman and President as of February 17, 2025.

Heltzen is employed at an annual salary of $250,000 and is entitled to a cash bonus of up to 100% of the then annual base salary.

He has been granted two options, one for 311,636 shares and an incentive option for 22,097, both of which vest over a five-year period.

Heltzen was employed at an annual salary of $250,000 and was

entitled to a cash bonus of up to 100% of the then annual base salary.

He has been granted two options, one for 311,636 shares and an

incentive option for 22,097, both of which vest over a five-year period.

Effective June 17, 2025, Mr.

Heltzen’s annual base salary

was increased to $450,000, and his annual bonus was discontinued.

In connection with this compensation change, he was granted 235,817 stock options, which vest over four years beginning

July 1, 2025.

Exercisable as of December 31, 2025

of Securities Underlying Unexercised Options

of Shares or Units of Stock That Have

Value of Shares or Units That Have

Stock Awards(2)

Securities Underlying Unexercised Options

Option Exercise

Shares or Units of Stock That Have

of Shares or Units That Have

Unexercisable

Hayat, Chairman and CEO (3)

Heltzen, President and CEO

Korman, VP of Research

Opgenorth, VP of Product Development

Nawaz, VP of Finance

equity award is subject to the terms of our 2020 Equity Incentive Plan.

Mohammad Hayat, Chairman and CEO

Michael Heltzen, President and CEO

Tyler Korman, Chief Scientific Officer

Paul Opgenorth, Vice President, Product Development

Fouad Nawaz, Vice President, Finance

equity award is subject to the terms of the specific equity plan under which it was granted.

RSU are fully vested and remain outstanding.

Hayat ceased being the CEO on February 1, 2024, and became the Chairman and President commencing February 1, 2024, upon the appointment of Michael Heltzen as the CEO on February

Hayat ceased being the CEO on February 1, 2024, and became the Chairman and President commencing February 1, 2024, upon the appointment

of Michael Heltzen as the CEO on February 1, 2024.

Hayat resigned as Chairman and President as of February 17, 2025.

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Incentive Plan

Company adopted an equity incentive award plan, the 2020 Equity Incentive Award Plan, that permits it to grant directors, officers, employees

and others that contribute to the success of the Company stock options, restricted stock, restricted share units, deferred stock and

other equity-based awards.

The ultimate value of these various awards is dependent on increases in our share of Common Stock price.

are granted to provide the holder of an award with a personal financial interest in our long-term success, encourage retention through

vesting provisions and enable us to compete for the services of employees in an extremely competitive market and industry.

of the long-term incentive portion of our compensation package includes aligning the personal and financial interests of management and

other employees with shareholder interests;

balancing short-term decision-making with a focus on improving shareholder value over the

Company adopted an equity incentive award plan, the 2020 Equity Incentive Award Plan, that permits awards to be granted to directors,

officers, employees and others that contribute to the success of the Company.

The awards may include stock options, restricted stock, restricted

share units, deferred stock and other equity-based awards.

The ultimate value of these various awards is dependent on increases in our

share of Common Stock price.

Awards are granted to provide the holder of an award with a personal financial interest in our long-term

success, encourage retention through vesting provisions and enable us to compete for the services of employees in an extremely competitive

market and industry.

Objectives of the long-term incentive portion of our compensation package include aligning the personal and financial

interests of management and other employees with shareholder interests;

balancing short-term decision-making with a focus on improving

shareholder value over the long-term;

and providing a means to attract, reward and retain a skilled management team.

2020 Equity Incentive Award Plan provides for award grants of up to 2,497,008 shares of Common Stock.

As of December

31, 2024, there were 7,541 shares converted and there were 2,172,445 shares of Common Stock committed under awards subject to the plan.

Shareholder approval is required for the plan to comply with certain IRS and Nasdaq requirements.

Both the board of directors and shareholders

have approved the plan.

2020 Equity Incentive Award Plan provides award grants of up to 2,497,008 shares of Common Stock.

As of December 31, 2025, there

were 19,102 shares converted and all shares of Common Stock committed under awards subject to the plan.

Shareholder approval is required

for the plan to comply with certain IRS and Nasdaq requirements.

Both the board of directors and shareholders have approved the plan.

2025, the Company adopted a new plan, the Equity Incentive Award Plan.

This plan allows for an additional 1,250,000 shares to be added

to the equity incentive pool.

On July 25, 2025, the Company’s shareholders approved, by a majority, the “2025 equity incentive

The 2025 Equity Incentive plan has identical terms as the 2020 Equity Incentive plan.

As of December 31, 2025, no shares

have converted and 1,054,419 shares of Common Stock are available under the plan.

board of directors may grant awards under the plan for up to ten years from the date of plan adoption.

The board of directors or a committee

thereof will determine the form of award and its terms, such as the vesting period, the exercise period, any vesting criteria that might

include performance goals and termination provisions.

Typically, termination will be as a result of retirement, disability and the end

of employment.

Awards may not be issued at less than the fair market value of a share of Common Stock at the time of award.

awards are typically exercised for a cash payment, the board of directors or applicable committee may issue the awards on a net exercise,

or cashless, basis.

Management makes recommendations to the board of directors or committee about the form of the award, the amount of

the award levels and its terms.

Management monitors overhang (a measure of potential earnings dilution from stock awards) as well as

run rate (the rate at which stock awards are being awarded from our equity plans) when making recommendations to the board of directors

or applicable committee regarding plan awards.

the plan is not registered under a Form S-8 registration statement.

A Form S-8 registration statement for the plan can only be filed

once the Company becomes a registrant under the Securities Act or the Exchange Act and meets the criteria for use of a registration statement

that incorporates certain information by reference.

Until registration, any share of Common Stock issued pursuant under the plan will

be “restricted stock.”

Heltzen, our Chief Executive Officer, is employed under an employment agreement, on an at-will basis.

Heltzen is paid an annual base

salary of $250,000 and will be paid an annual bonus of up to 100% the amount of the then base salary.

One third of the bonus is fully

discretionary as determined by the board of directors and the balance is subject to meeting key performance indicators based on the overall

performance of the Company and personal performance as determined annually by the board of directors in consultation with Mr.

In addition, Mr.

Heltzen initially was granted at the time of his initial employment an option to acquire up to 311,636 shares of common

stock that vests over a five-year period, based on his continued employment with the Company as of the applicable vesting date, and on

April 12, 2024 was granted a separate incentive option to acquire up to 22,097 shares of common stock which vest over a five year period,

based on his continued employment with the Company as of the applicable vesting date.

Heltzen, and his family, will be entitled to

participate in all of the Company’s executive benefit plans that may be established from time to time, including, without limitation,

any 401(k) and cafeteria plans, health, hospitalization, medical insurance, dental and disability programs.

Heltzen will be reimbursed

for ordinary business expenses.

The employment can be terminated for cause, which is defined in the employment agreement, but if it is

not terminated for cause, then the Company will pay a severance equal to nine months base salary and reimbursement for COBRA payments.

The agreement provides for typical indemnification for acts undertaken for the Company during the employment period.

thereof will determine the form of award and its terms, such as the vesting period, the exercise period, and any vesting criteria that

might include performance goals and termination provisions.

Typically, termination of an award will be a result of retirement, disability,

and the end of employment.

Awards may not be issued at less than the fair market value of a share of Common Stock at the time of granting

Although awards are typically exercised for a cash payment, the board of directors or applicable committee may issue the awards

on a net exercise, or cashless, basis.

Management makes recommendations to the board of directors or committee about the form of the

award, the amount of the award levels and its terms.

Management monitors overhang (a measure of potential earnings dilution from stock

awards) as well as run rate (the rate at which stock awards are being awarded from our equity plans) when making recommendations to the

board of directors or applicable committee regarding plan awards.

Heltzen, our Chief Executive Officer, is employed under an employment agreement, which was amended in June 2025, on an at-will

Heltzen is paid an annual base salary of $450,000.

Heltzen initially was granted at the time of his initial

employment an option to acquire up to 311,636 shares of common stock that vests over a five-year period, based on his continued

employment with the Company as of the applicable vesting date, and on April 12, 2024 was granted a separate incentive option to

acquire up to 22,097 shares of common stock which vest over a five year period, based on his continued employment with the Company

as of the applicable vesting date.

Heltzen was also granted stock options for 235,817 shares of common stock in June 2025.

Heltzen, and his family, will be entitled to participate in all of the Company’s executive benefit plans that may be

established from time to time, including, without limitation, any 401(k) and cafeteria plans, health, hospitalization, medical

insurance, dental and disability programs.

Heltzen will be reimbursed for ordinary business expenses.

The employment can be

terminated for cause, which is defined in the employment agreement, but if it is not terminated for cause, then the Company will pay

a severance equal to nine months base salary and reimbursement for COBRA payments.

The agreement provides typical indemnification

for acts undertaken for the Company during the employment period.

The Company entered into an executive at-will employment agreement with

Tyler Korman dated November 10, 2025.

The agreement provides that Mr.

Korman will act as the Chief Scientific Officer of the Company under

the direction of the Chief Executive Officer, devoting his full business time and attention to Company matters.

Korman will be provided

with a base salary of $250,000, and a target bonus of $125,000, the bonus to be based on annual financial goals and personal performance

goals, which will be set each year by the Chief Executive Officer and Mr.

The bonus amount will be paid half in cash and half

in restricted stock.

Korman will be entitled to participate in the employee benefit plans and programs as are made available to similarly

situated employees of the Company.

The employment terms include non-competition and non-solicitation and duty to cooperate provisions.

The employment terms also include confidentiality provisions, trade secret and similar provisions to protect the Company rights in inventions

and intellectual property.

Korman also entered into a separate proprietary information and invention assignment agreement.

the employment terms provide that employment is at-will, in certain instances of termination without cause by the Company or for good

reason resignation, Mr.

Korman’s will continue to be paid severance amounts based on his base salary and the target bonus.

The employment

terms provide for mutual indemnification provisions, the advancement of expenses to Mr.

Korman by the Company in respect of the Company

indemnification obligations, and inclusion in Company director and officer liability insurance.

Disputes under the employment agreement

will be arbitrated in California, and the agreement is governed by California law.

The Company entered into an executive at-will employment agreement with

Damien Perriman dated April 1, 2025.

The agreement provides that Mr.

Perriman will act as the Chief Scientific Officer of the Company

under the direction of the Chief Commercial Officer, devoting his full business time and attention to Company matters.

Perriman will

be provided with a base salary of $350,000, and a target bonus of $200,000, the bonus to be based on annual financial goals and personal

performance goals, which will be set each year by the Chief Executive Officer and Mr.

The bonus amount will be paid half in

cash and half in restricted stock.

Perriman will be entitled to an equity award equal to 2.5% of the total outstanding shares of common

stock of the Company, of which 70% will be a stock option and the remaining amount restricted stock units.

The option portion and the

restricted stock portion will each vest 25% on the first anniversary of his employment and the balance will vest in equal monthly installments

over the following 36 months.

Perriman will be entitled to participate in the employee benefit plans and programs as are made available

to similarly situated employees of the Company.

The employment terms include non-competition and non-solicitation and duty to cooperate

The employment terms also include confidentiality provisions, trade secret and similar provisions to protect the Company rights

in inventions and intellectual property.

Perriman also entered into a separate proprietary information and invention assignment agreement.

Although the employment terms provide that employment is at-will, in certain instances of termination without cause by the Company or

for good reason resignation, Mr.

Perriman’s will continue to be paid severance amounts based on his base salary and the target bonus.

The employment terms provide for mutual indemnification provisions, the advancement of expenses to Mr.

Perriman by the Company in respect

of the Company indemnification obligations, and inclusion in Company director and officer liability insurance.

Disputes under the employment

agreement will be arbitrated in California, and the agreement is governed by California law.

Equity Awards Under Plan as of December 31, 2025

Company has issued RSU’s to employees for an aggregate of 436,786 shares of common stock.

As of December 31, 2024 all outstanding

RSU’s have vested and will convert to shares of common stock at the expiration of the lockup agreement on November 11,

As of December 31, 2025, outstanding

RSU’s totaling 416,786 have vested and will convert to shares of common stock at the expiration of the then lockup agreement on

April 15, 2026.

The remaining outstanding 20,000 RSU’s were issued to one recipient of which 10,667 have vested and the remainder

will vest on a monthly basis and will be fully vested by June 30, 2026.

Company has issued options to its key employees for an aggregate of 2,007,830 shares of common stock.

These awards were issued

pursuant to the eXoZymes’ 2020 Equity Incentive Plan (the “2020 Plan”).

These awards generally vest on a monthly or

quarterly basis.

Certain employees have a one year cliff vesting for their first year of vesting.

The vesting for the balance of the cliff vesting is over 5 years with a

contract life of 7 years.

These awards were issued pursuant

to the eXoZymes’ 2020 Equity Incentive Plan (the “2020 Plan”) and the 2025 Equity Incentive Plan (the “2025 Plan”).

These awards generally vest on a monthly or quarterly basis.

Certain employees have a one year cliff vesting for their first year of

The vesting for the balance of the cliff vesting is over 4 or 5 years with a contract life of 7 years.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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are counted as outstanding.

These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership

These shares, however, are not counted as outstanding for the purposes of computing the percentage of ownership

of any other person(s).

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percentage ownership in the following table is based on 8,406,681 shares of Common Stock issued and outstanding as of March 30, 2026.

Name of Beneficial Owner

Number of Shares Owned Beneficially (1)

Percentage of Class (2)

Christopher A.

Name of Beneficial

of Shares Owned Beneficially (1)

Anthony DiGiandomenico

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Lon Edward Bell (7)

Executive Officers who are not Directors

Executive Officers who are

not Directors

Michael Heltzen (8)

Fouad Nawaz (9)

Executive Officers and Directors

as a Group (8 Persons) (10)

Percent Ownership

Tyler Korman (11)

Paul Opgenorth (12)

Executive Officers and Directors as a Group (10 Persons)

Five Percent Ownership

MDB Capital Holdings, LLC

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Based on a total of 8,478,992 shares of Common Stock issued and outstanding as of March 30, 2026.

Includes (i) 3,931,133 issued and outstanding shares of Common Stock, (ii) 205,293 shares of Common Stock underlying a previously issued

warrant, all of which 4,136,426 shares of Common Stock are held by MDB Capital Holdings, LLC over which the individual has voting and

dispositive authority, and also includes (iv) 21,642 shares subject to currently exercisable options.

Includes (i) 3,931,133 issued and outstanding shares of Common Stock, (ii) 205,293 shares of Common Stock underlying a previously

issued warrant, all of which 4,136,426 shares of Common Stock are held by MDB Capital Holdings, LLC over which the individual has

voting and dispositive authority, and also includes (iii) 25,970 shares subject to currently exercisable options held individually.

(See footnote

Includes 577,910 issued and outstanding shares and 21,642 shares subject to currently exercisable options and excludes 4,328

shares subject to options that vest in the future.

(5) Includes 77,909 issued and outstanding shares

of Common Stock.

(6) Includes 85,700 shares subject to currently exercisable options and 248,033 shares

subject to options that vest in the future.

Includes 13,158 shares subject to currently exercisable options and 49,170 shares subject to options that vest in the

Includes 577,910 issued and outstanding shares and 25,970 shares subject to currently exercisable options.

Excludes 79,104 shares subject

to restricted stock units that vest in the future and 6,925 shares subject to options that vest in the future.

Includes (i) 640,504 issued and outstanding shares, (ii) 32,463 shares subject to currently exercisable options.

Includes 77,909 issued and outstanding shares of Common Stock.

Includes 28,567 shares subject to currently exercisable options and excludes 31,163 shares subject to options that vest in the

(7) Includes 20,776 shares subject

to currently exercisable options and excludes 31,163 shares subject to options that vest in the future.

Includes 195,888 shares subject to currently exercisable options and excludes 373,662 shares subject to options that vest in the future.

Includes 3,489 issued and outstanding shares of Common Stock and 29,779 shares subject to currently exercisable options

and excludes 32,549 shares subject to options that vest in the future.

(10) See footnotes 3 - 9 above.

(11) Includes 725,291 issued and outstanding

shares and 41,552 shares subject to currently exercisable options.

Excludes 79,104 shares subject to restricted stock units that vest

in the future.

Includes 643,494 issued and outstanding shares and 38,955 shares subject to currently exercisable options.

Excludes 74,613 shares

subject to restricted stock units that vest in the future and 6,492 shares subject to options that vest in the future.

See footnotes 4 - 10 above.

Includes (i) 3,931,133 issued and outstanding shares of Common Stock held, (ii) and (iii) 205,293 shares of Common Stock underlying a

previously issued warrant, all of which 4,136,426 shares of Common Stock are held by MDB Capital Holdings, LLC.

Includes (i) 3,931,133 issued and outstanding shares of Common Stock held, and (ii) 205,293 shares of Common Stock underlying a

previously issued warrant, all of which 4,136,426 shares of Common Stock are held by MDB Capital Holdings, LLC, over which Messrs.

Christopher A.

Marlett and Anthony DiGiandomenico have the voting and dispositive authority over the shares of Common Stock of the Company.

of MDB Capital Holdings, LLC, and the business address of Messrs.

Marlett and DiGiandomenico is 14135 Midway Road, Suite G-150, Addison,

Marlett and Anthony DiGiandomenico have the voting and dispositive authority over the shares of Common Stock of the

Excludes 25,970 shares under vested options which each of Messrs.

Marlett and DiGiandomenico hold individually.

address of MDB Capital Holdings, LLC, and the business address of Messrs.

Marlett and DiGiandomenico is 14135 Midway Road, Suite

G-150, Addison, TX 75001.

Certain Relationships and Related Transactions, and Director Independence

Party Transaction

of November 11, 2024, MDB Capital Holdings, LLC had advanced $4,386,588 to the Company.

The advances included amounts paid on behalf

of the Company and loans for operations.

The loans for operations were undocumented and totaled $4,136,968 as of November 11, 2024,

and by intercompany agreement the principal bore interest at the rate of 5% per annum, compounded annually.

The total interest

amount owed as of November 11, 2024, was $91,968, and is included in the total loan amount of the $4,136,968.

After completion of the

initial public offering, from the proceeds thereof, the Company paid $4,243,002 in settlement of the outstanding obligation to MDB

Capital Holdings, LLC.

As of December 31, 2024, the Company has a payable to MDB Capital Holding LLC of $178,966.

The balance is

expected to be paid in 2025 and does not bear any interest.

of December 31, 2025, the Company had a payable to MDB Capital Holding LLC of $5,330.

The balance is expected to be paid in 2026 and

does not bear any interest.

Policy for Evaluating Related Party Transactions

party transactions will be reviewed by the audit committee, generally under its authority to review situations that give rise to conflicts

of interest, as set forth in the audit committee charter.

of interest, as set forth in the audit committee’s charter.

The policy of the Company is to evaluate those situations where an individual’s

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Approval may be a standing

approval for the same types of transactions, where it is warranted.

The audit committee may also ratify related party transactions that

have occurred, but related parties are encouraged to seek prior approval of a transaction so as not to face the situation of having to

unwind or modify it.

approval for the same types of transactions, where they are warranted.

The audit committee may also ratify related party transactions

that have occurred, but related parties are encouraged to seek prior approval of a transaction so as not to face the situation of having

to unwind or modify it.

Parent Corporation

Capital Holdings, LLC, is the Company’s former parent company and the controlling shareholder, beneficially owning 48.25% of

our shares of Common Stock as of the date of this report .

Capital Holdings, LLC, is the Company’s former parent company and the controlling shareholder, beneficially owning 47.63% of our

shares of Common Stock as of the date of this report.

Christopher Marlett, Anthony DiGiandomenico are majority shareholders and directors of MDB Capital Holdings LLC, and directors of the

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In addition, Mr.

Edgardo Rayo, a director of the Company is an employee of an affiliate of MDB Capital Holdings LLC.

Edgardo Rayo, a director of

the Company is an employee of an affiliate of MDB Capital Holdings LLC.

Principal Accountant Fees and Services

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following table sets forth fees billed to us by our independent registered public accounting firm:

Audit-related

principal accountant fees and services

Audit fees (1)

Audit-related fees (2)

Total principal accountant

fees and services

fees consisted primarily of fees for the audit of our annual financial statements and reviews of the financial statements included

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Report of Independent Registered Public Accounting Firm

Audited Consolidated Financial Statements

Balance Sheets –December 31, 2024 and 2023

Statements of Operations – Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholder’s Equity – Years Ended December 31, 2024 and 2023

Statements of Cash Flows – Years Ended December 31, 2024 and 2023

to Consolidated Financial Statements

Consolidated Financial Statements

Consolidated Balance Sheets –December 31, 2025 and 2024

Consolidated Statements of Operations – Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholder’s Equity – Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows – Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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have audited the accompanying consolidated balance sheets of eXoZymes, Inc.

(FKA Invizyne Technologies, Inc.) and its subsidiary (the

Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity

(deficit) and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred

(FKA Invizyne Technologies, Inc.) and its subsidiaries (the

“Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2025 and the related notes (collectively referred

to as the consolidated financial statements).

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BALANCE SHEETS

and cash equivalents

expenses and other current assets

Cash and cash equivalents

Grants receivable

Prepaid expenses and other

current assets

and equipment, net

lease right-of-use asset, net

AND STOCKHOLDERS’ EQUITY(DEFICIT)

to affiliates

lease liabilities – Current

current liabilities

grant reimbursement

lease liabilities

Stockholders’

Equity (Deficit):

Preferred stock, $ 0.000001 par value, 5,000,000 shares authorized;

no shares issued and outstanding at December 31,

2024 and December 31, 2023, respectively.

Common shares, 100,000,000 authorized shares at $ 0.000001 ;

8,367,810 and 6,250,002 shares issued and outstanding

as of December 31, 2024 and December 31, 2023, respectively

Paid-in-capital

Total current assets

Property and equipment, net

Operating lease right-of-use asset, net

Finance lease right-of-use asset, net

Tax receivable

LIABILITIES AND EQUITY

Accounts payable

Due to affiliates

Operating lease liabilities – Current

Finance lease liabilities

Total current Liabilities

Deferred grant reimbursement

Operating lease liabilities - Long term

Finance lease liabilities

Total liabilities

Stockholders’ Equity:

Preferred stock, $ 0.000001 par value, 5,000,000

shares authorized;

no shares issued and outstanding on December 31, 2025, and December 31, 2024, respectively.

Common shares, 100,000,000 authorized shares

at $ 0.000001 ;

8,406,681 and 8,367,810 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively

Additional Paid-in-capital

Accumulated (deficit)

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( 11,945,958 )

stockholders’ equity (deficit)

Total stockholders’

liabilities and stockholders’ equity (deficit)

The accompanying notes are an integral

part of these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF OPERATIONS

ended December 31,

operating income

and administrative costs:

and administrative-other

general and administrative costs

and development costs, net of grants amounting to $ 2,290,107 and $ 2,954,208 , for the years ended December 31

Total operating income

Operating costs:

operating loss

General and administrative costs:

Professional fees

Information technology

and administrative-other

Total general and administrative costs

Research and development

Total operating costs

Net operating loss

( 9,716,471 )

( 5,932,105 )

income/(expense):

income/ (expense), net

Other (expense)

Other income/(expense):

Interest income, net

Other income/(expense)

in fair value of SAFE

before income taxes

Loss before income taxes

( 9,263,939 )

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$ ( 5,861,335 )

Net loss per common share – basic and diluted

Net loss per common share – basic and

Weighted average of common shares outstanding – basic and diluted

The accompanying notes are an integral part of

these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Ended December 31, 2025 and 2024

Paid-in Capital

December 31, 2023

( 6,084,623 )

based compensation

stock issued for exercise of options

of common shares

of warrants to purchase common shares

of SAFE to common shares

Balance, December 31, 2024

( 11,945,958 )

Stock based compensation

Issuance of common stock for compensation

Issuance of common stock due to vesting of RSU

Common stock issued for exercise of options

Related party debt forgiveness

( 9,158,734 )

December 31, 2024

( 9,158,734 )

Paid-in Capital

December 31, 2022

Balance, December 31, 2025

( 21,104,692 )

Balance, December 31, 2023

( 6,084,623 )

Stock based compensation

( 2,038,389 )

Common stock issued for exercise of options

Issuance of common shares

Issuance of warrants to purchase common shares

Conversion of SAFE to common shares

( 5,861,335 )

December 31, 2023

( 5,861,335 )

Balance, December 31, 2024

( 11,945,958 )

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STATEMENTS OF CASH FLOWS

FLOWS FROM OPERATING ACTIVITIES:

ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 9,158,734 )

( 5,861,335 )

to reconcile net loss to net cash used in operating activities:

of Deferred Grant Reimbursement

of property and equipment

lease expense

in fair value of SAFE

in operating assets and liabilities:

expenses and other current assets

(decrease) in -

payable and Accrued expenses

to related party

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of Deferred

Grant Reimbursement

Depreciation of property

and equipment

Non-cash lease expense

Stock-based compensation

Change in fair value of

Changes in operating assets and liabilities:

(Increase) decrease in

Grants receivable

Prepaid expenses and other

current assets

Tax receivable

Increase (decrease) in

Accounts payable and accrued

Due to related party

( 4,243,022 )

cash (used in) operating activities

Net cash (used

in) operating activities

$ ( 6,502,040 )

( 8,505,650 )

FLOWS FROM INVESTING ACTIVITIES:

grant reimbursement

CASH FLOWS FROM INVESTING ACTIVITIES:

Deferred grant reimbursement

of property and equipment

cash (used in) investing activities

Net cash (used in) investing activities

$ ( 150,218 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of common shares

Related Party Note

Issuance of Warrants for

Private placement

on finance lease obligations

cash provided by (used in) financing activities

NET INCREASE (DECREASE)

IN CASH, CASH EQUIVALENTS

( 6,679,967 )

FLOWS FROM FINANCING ACTIVITIES:

of common shares

of Warrants for Private placement

cash provided by financing activities

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS

AND CASH EQUIVALENTS - BEGINNING OF PERIOD

AND CASH EQUIVALENTS - END OF PERIOD

disclosures of cash flow information:

investing and financing activities:

Modification of lease - right-of-use asset and lease liability

Payable for fixed assets purchased

Conversion of SAFE Note to common shares

The accompanying notes are an integral part of

these consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

- BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS

- END OF YEAR

Supplemental disclosures of cash flow information:

Interest Expense

Non-cash investing and financing activities:

Conversion of SAFE Note

to common shares

Related party debt forgiveness

Right-of-use assets obtained in exchange for new lease liabilities

accompanying notes are an integral part of these consolidated financial statements.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ended December 31, 2025 and 2024

Organization and Description of Business

formerly known as Invizyne Technologies Inc.

was formed in Nevada in 2019 and its wholly owned subsidiary Invizyne Technologies

Inc was formed in California in 2014, together (“eXoZymes”).

eXoZymes was formed with the vision of taking

nature’s building blocks to make molecules of interest, effectively simplifying nature.

eXoZymes’ technology is a

differentiated and unique synthetic biology platform which would enable the scalable exploration of large number of molecules and

properties found in nature.

eXoZymes was a majority owned technology development subsidiary of MDB Capital Holdings, LLC

(“MDB”) until the November 2024 initial public offering, when the holdings by MDB were diluted to a current 48 %

minority interest as of December 31, 2024.

Prior to January 14, 2022, MDB Capital, a subsidiary of MDB, owned a majority interest in

On January 14, 2022, in a corporate reorganization, MDB Capital distributed 100 %

of its equity interest in eXoZymes to its members in proportion to their respective interests.

was formed in Nevada in 2019 and its wholly owned subsidiary Invizyne Technologies Inc was formed in California in 2014, together

(“eXoZymes”).

eXoZymes was formed with the vision of taking nature’s building blocks to make molecules of interest,

effectively simplifying nature.

eXoZymes’ technology is a differentiated and unique synthetic biology platform which enables

the scalable exploration of large number of molecules and properties found in nature.

eXoZymes was a majority owned technology development

subsidiary of MDB Capital Holdings, LLC (“MDB”) until the November 2024 initial public offering, when the holdings by MDB

were diluted to a current 47.63 % minority interest as of December 31, 2025.

June 1, 2022, the Company signed a joint venture with Neuractas Therapeutics, a preclinical company developing high impact therapeutics,

to work with the Company on deuterated cannabinoid molecules, for which the Company has filed a provisional patent application.

activities have occurred to date.

The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and

Joint Ventures (“ASC 323-10”).

activities have been undertaken under this joint venture to date.

The Company follows Accounting Standards Codification subtopic 323-10,

Investments-Equity Methods and Joint Ventures (“ASC 323-10”).

October 3, 2024, our board of directors approved a two-for-one (2:1) stock split of our issued and outstanding Common Stock.

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In addition, the number of shares reserved for

issuance under our equity compensation plans were decreased proportionately.

issuance under our equity compensation plans decreased proportionately.

All share and per share amounts of Common Stock have been

retroactively adjusted to reflect the Common Stock split.

financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets

and discharge its liabilities in the normal course of business.

May 5, 2025, the Company established a wholly owned subsidiary of NCTx LLC, a Delaware Limited Liability Company.

NCTx LLC is a special

purpose subsidiary company focused on the development and production of N-trans-caffeoyltyramine - a very rare, plant-derived compound

with potential relevance in the areas of metabolic health, gut integrity, and liver function.

The entity has had no business activities

consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to

realize its assets and discharge its liabilities in the normal course of business.

The Company incurred net losses of $ 9,158,734

and $ 2,038,389

during the years ended December 31, 2024 and

2023, respectively, and used cash for operations of $( 8,505,650 )

and $ 5,861,335 during the

years ended December 31, 2025 and 2024, respectively, and used cash for operations of $ ( 6,502,040 )

and $ ( 8,505,650 )

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ability to continue as a going concern due to anticipated funding shortfalls and the Company’s pre-revenue status.

The Company’s

ability to meet its long-term liabilities and obligations depends on securing additional financial support, whether through continued

shareholder funding, raising equity or debt financing, or ultimately achieving profitable operations.

These financial statements do not

include any adjustments to the recoverability and classification of recorded asset amounts or the classification of liabilities that

may be necessary should the Company be unable to continue as a going concern.

Company’s ability to meet its long-term liabilities and obligations depends on securing additional financial support, whether

through continued shareholder funding, raising equity or debt financing, or ultimately achieving profitable operations.

consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts,

or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

accompanying consolidated financial statements include the accounts of the Company and wholly owned subsidiary.

The accompanying

consolidated financial statements and related notes have been prepared in accordance with U.S.

generally accepted accounting

principles (“U.S.

accompanying consolidated financial statements include the accounts of the Company and wholly owned subsidiaries.

The accompanying consolidated

financial statements and related notes have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

prior period balances have been reclassified to conform to the Company’s current year presentation.

We have reclassified certain

prior period income amounts from R&D expenses and a total of $ 19,186 has been reclassified from general and administrative costs

within our consolidated statements of operations to conform to our current period presentation.

These reclassifications did not affect

total costs, and expenses, (loss) income from operations, or net (loss) income.

preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period, as well as the disclosure of contingent assets and liabilities.

Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under

different assumptions or conditions.

Management bases its estimates on historical experience and on various assumptions that are believed

to be reasonable in relation to the financial statements taken under the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly

evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and

circumstances, historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted

Accounting Pronouncements Issued and Not Yet Adopted

November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Disaggregation of Income Statement Expenses (DISE) (“ ASU 2024-03 ”), which requires disclosure of certain

categories of expenses such as the purchase of inventory, employee compensation, depreciation, and intangible asset amortization

that are components of existing expense captions presented on the face of the income statement.

ASU 2024-03 is effective for annual

periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

2024-03 should be applied prospectively;

however, retrospective application is permitted.

We are currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.

In December 2025, the FASB issued

ASU 2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements (ASU 2025-11), which clarifies and improves the guidance for interim

financial reporting.

The amendments introduce a disclosure principle requiring entities to disclose events since the end of the previous

annual reporting period that materially affect the entity, consolidate a comprehensive list of interim disclosure requirements within

ASC 270, and provide guidance on the form and content of condensed interim financial statements.

ASU 2025-11 will be effective for interim

reporting periods in fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating

ASU 2025-11 to determine the impact it may have on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

2023-07”) , which requires all public entities, including public entities with a single reportable segment, to provide in interim

and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and

assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as

incremental qualitative disclosures.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis.

of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact

on the Company’s segment-related disclosures.

December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures ( ASU 2023-09 ), which is

intended to enhance the transparency of income tax matters within consolidated financial statements, providing stakeholders with a

clearer understanding of an entity’s operations and the associated tax risks.

ASU 2023-09 requires public business entities to

disclose, on an annual basis, specific categories in the rate of reconciliation and provide additional information for reconciling

items that meet a specific quantitative threshold.

There is a further requirement that public business entities will need to

disclose a tabular reconciliation, using both percentages and reporting currency amounts.

ASU 2023-09 is effective for fiscal years

beginning after December 15, 2024.

The adoption of ASU 2023-09 resulted in modifications to our income tax disclosures for the fiscal year ended December

preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the

consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the

disclosure of contingent assets and liabilities.

Some of those judgments can be subjective and complex, and therefore, actual

results could differ materially from those estimates under different assumptions or conditions.

Management bases its estimates on

historical experience and on various assumptions that are believed to be reasonable in relation to the consolidated financial

statements taken under the circumstances, the results of which form the basis for making judgments about the carrying values of

assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and

assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical

experience, and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Significant estimates include those related to assumptions used in the

calculation of right-of-use asset and lease liabilities, accruals for potential liabilities, SAFE liability, and the realization of any

deferred tax assets.

Significant estimates include those related to assumptions used in the calculation

of right-of-use asset and lease liabilities, accruals for potential liabilities, SAFE liability, and the realization of any deferred

Growth Company

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Concentration

The Department of Energy has contributed

and the NIH has contributed 31 %

of all grant reimbursements for the year ended December 31, 2024.

The Company believes it is not exposed to significant credit

risk on government grant funding, based on the nature of eXoZymes’ grant receivables.

Department of Energy has contributed 86 % and the NIH has contributed 14 % of all grant reimbursements for the year ended December 31,

The Company believes it is not exposed to significant credit risk on government grant funding, based on the nature of eXoZymes’

grant receivables.

Company primarily generated revenues from its strategic alliances.

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and commercial material, and options to obtain additional research and development services.

Such arrangements provide for various types

Such arrangements provide various types

of payments to us, including upfront fees, and funding of research and development services.

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There were no cash equivalents held by the Company as of December 31, 2025.

Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured

Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and accounts insured

by the Federal Deposit Insurance Corporation (the “FDIC”).

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These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments

in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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on a recurring basis as of December 31, 2025 and December 31, 2024:

of Financial Instruments Measured at Fair Value on Recurring Basis

Total fair value

Schedule of Financial Instruments Measured at Fair Value on Recurring Basis

Cash and cash equivalents

Total fair value

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and Equipment

and equipment are recorded at cost.

and equipment are recorded at cost, less accumulated depreciation.

Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred.

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provided using the straight-line method over the following estimated useful lives:

of Property and Equipment Estimated Useful Lives

Schedule of Property and Equipment Estimated Useful Lives

of the lease duration or the life of the improvements

and equipment consist of the following as of December 31, 2024 and December 31, 2023, respectively:

of Property and Equipment

property and equipment

and equipment consist of the following as of December 31, 2025 and 2024, respectively:

Schedule of Property and Equipment

Laboratory equipment

Furniture and fixtures

Leasehold improvements

Total property and equipment

Accumulated depreciation

and equipment, net

expenses were $ 267,382 and $ 196,937 , for the years ended 2024 and 2023, respectively.

receives grant reimbursements, which are offset against research and development expenses in the consolidated statements

of operations.

In addition to actual reimbursements, eXoZymes also receives indirect expense grants (which are not reimbursement-based)

and fees (typically of minor significance).

It is important to note that there may be instances where the grants received for indirect

costs exceed the actual costs, resulting in a negative impact.

For capitalized assets, grant reimbursements are recognized over the useful

life of the assets.

Any portion of the grant not yet recognized is recorded as deferred grant reimbursements and included as a liability

in the consolidated balance sheet.

that operate on a reimbursement basis are recognized on the accrual basis and are offsets to expenses to the extent of disbursements

and commitments that are reimbursable for allowable expenses incurred as of December 31, 2024 and 2023, and respectively, expected to

be received from funding sources in the subsequent year.

Management considers such receivables on December 31, 2024 and 2023, respectively,

to be fully collectable due to the historical experience with the Federal Government of the United States of America.

Accordingly, no

allowance for credit losses on the grants receivable was recorded in the accompanying consolidated financial statements.

( 1,016,662 )

Property and equipment,

expenses were $ 287,961

and $ 267,382 , for

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

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, including right-of-use assets for operating leases and laboratory equipment,

for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

indicators of impairment are present, the Company compares the carrying amount of the asset group to the estimated undiscounted future

cash flows expected to result from the use and eventual disposition of the asset.

If the carrying amount exceeds the estimated undiscounted

cash flows, an impairment loss is recognized in an amount equal to the excess of the carrying value over the asset’s fair value.

Any impairment loss is recorded within the consolidated statements of operations.

receives grant reimbursements, which are offset against research and development expenses in the consolidated statements of operations.

In addition to actual reimbursements, eXoZymes also receives indirect expense grants (which are not reimbursement-based) and fees (typically

of minor significance).

It is important to note that there may be instances where the grants received for indirect costs exceed the actual

costs, resulting in a negative impact.

For capitalized assets, grant reimbursements are recognized over the useful life of the assets.

Any portion of the grant not yet recognized is recorded as deferred grant reimbursements and included as a liability in the consolidated

balance sheet.

that operate on a reimbursement basis are recognized on the accrual basis and recorded as reductions of related expenses to the extent

of reimbursable costs incurred and committed for allowable expenditures as of December 31, 2025 and 2024, respectively.

The related amounts

are expected to be received from the respective funding agencies in the following year.

Management considers such receivables on December

31, 2025 and 2024, respectively, to be fully collectable due to the historical experience with the Federal Government of the United States

Accordingly, no allowance for credit losses on the grants receivable was recorded in the accompanying consolidated financial

of grants receivable activity for the years ended December 31, 2025 and 2024, is presented below:

of Grants Receivable Activity

at beginning of period

costs expensed

for equipment purchased

funds received

Schedule of Grants Receivable Activity

Balance at beginning of period

Grant costs expensed

Grants for equipment purchased

Grant funds received

( 1,827,617 )

( 2,478,759 )

at end of period

has received three grants provided by the National Institute of Health, the Department of Energy and Department of Defense through December

The first grant was awarded on October 1, 2023 and the latest of these grants was set to expire on May 14, 2026 , however

grants can be extended, or new phases can be granted, extending the expiration of the grant.

None of the grants has commitments made

by the parties, provisions for recapture, or any other contingencies, beyond complying with the terms of each research and development

Research grants received from organizations are subject to the contract agreement as to how eXoZymes conducts its research activities,

and eXoZymes is required to comply with the agreement terms relating to those grants.

Amounts received under research grants are nonrefundable,

regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved

grant project.

eXoZymes is permitted to draw down the research grants after incurring the related expenses.

Amounts received under research

grants are offset against the related research and development costs in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, respectively, grants amounting to $ 2,235,163 and $ 2,836,876 were offset against the research

Balance at end of period

has received three grants provided by the National Institute of Health, the Department of Energy and Department of Defense through

December 31, 2024.

The first grant was awarded on October 1, 2023 and the latest of these grants was set to expire on May 14, 2026.

However, grants can be extended, or new phases can be granted, extending the expiration of the grant.

None of the grants has

commitments made by the parties, provisions for recapture, or any other contingencies, beyond complying with the terms of each

research and development grant.

Research grants received from organizations are subject to the contract agreement as to how eXoZymes

conducts its research activities, and eXoZymes is required to comply with the agreement of terms relating to those grants.

received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that

such amounts are expended in accordance with the approved grant project.

eXoZymes is permitted to draw down the research grants

after incurring the related expenses.

Amounts received under research grants are offset against the related research and development

costs in the consolidated statements of operations.

July 1, 2025, the Company was awarded a federal subaward from Georgia Institute of Technology (Georgia Tech), with a $ 3 million share

of a $ 9.2 million grant.

National Science Foundation (NSF) funded the project under the CFIRE program aimed at transforming

the scalability and accessibility of cell-free systems to expand real-world applications.

The grant was awarded to Georgia Tech

(as the prime pass-through entity) with a coalition of top academic and industry groups.

the years ended December 31, 2025 and 2024, respectively, grants amounting to $ 1,569,165 and $ 2,235,163 were offset against the research

and development costs.

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grant costs expensed, grants fees, and research and development costs, net of the grant received.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related personnel costs, including stock-based

compensation, for employees in executive, finance, business development, operations, and other administrative functions.

These expenses

also include legal fees, patent prosecution costs, legal settlements, consulting services, accounting and audit fees, insurance, outside

service providers, and both direct and allocated facility-related costs, as well as depreciation and amortization.

and Licensing Legal and Filing Fees and Costs

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and licensing legal and filing fees and costs were $ 236,731 and $ 260,779 for the years ended December 31, 2025, and 2024, respectively.

Patent and licensing legal and filing fees and costs are included in general and administrative costs in the consolidated

statements of operations.

Patent and licensing legal and filing fees and costs are included in general and administrative costs in the consolidated statements

of operations.

Party and Due to Affiliates Expenses

of December 31, 2024, The Company has a outstanding payable of $ 178,966

to MDB Capital Holdings, LLC.

payable is non interest bearing and will be paid in 2025.

Segment Reporting

We manage and operate the business as a single reportable operating segment ,

w ith the Company’s sole focus on the research and commercialization of exozyme biosolutions.

Our business is led by our chief

executive officer, who is our Chief Operating Decision Maker (“CODM”).

The Company is required to apply the guidance in ASC

280 and identify significant segment expenses and other segment items for its single reportable segment.

Because the CODM receives detailed

financial reports at a lower level than is included on the Company’s consolidated income statement, the Company identifies which

of those expenses qualify as significant segment expenses.

The CODM manages the business on a consolidated basis and uses consolidated

net income as reported on its income statement to allocate resources and assess performance.

In accordance with ASC 280, eXoZymes concludes

that consolidated net income is the measure of segment profit or loss that is required to be reported because it is the measure determined

in accordance with measurement principles most consistent with GAAP.

We do not prepare discrete financial information with respect to

separate products.

Accordingly, we view our business as one reportable operating segment.

April 2019, the Company entered into an equity subscription agreement with Public Ventures, LLC, d/b/a MDB Capital (formerly known as

MDB Capital Group LLC), which was later transferred to MDB in 2022, whereby MDB would purchase up to $ 5,000,000 of eXoZymes’s Common

Stock at $ 3.04 per share.

At December 31, 2021, MDB had purchased 1,197,246 shares for a total of $ 3,644,930 .

On September 22, 2022,

MDB completed its equity subscription agreement, purchasing 445,099 shares, thus owning a total of 1,642,345 shares of eXoZymes’s

Common Stock.

MDB waived its 10 % cash fee relative to the Funding Agreement in exchange for other modifications.

As a condition of the

Funding Agreement, warrants to purchase 98,814 shares of eXoZymes Common Stock were issued (the “Funding Warrants”), which

vested as amounts were funded.

Through December 31, 2024 and December 31, 2023, respectively, 205,293 and 205,293 of Funding Warrants

Company had outstanding payables to MDB Capital Holdings, LLC of $ 5,330 and $ 178,966 as of December 31, 2025, and December 31, 2024,

respectively.

These payables are non-interest bearing and will be settled in accordance with standard payment terms.

manage and operate the business as a single reportable operating segment , w ith the Company’s sole focus on the research

and commercialization of exozyme biosolutions.

Our business is led by our chief executive officer, who is our Chief Operating Decision

Maker (“CODM”).

The Company is required to apply the guidance in ASC 280 and identify significant segment expenses and other

segment items for its single reportable segment.

Because the CODM receives detailed financial reports at a lower level than is included

on the Company’s consolidated income statement, the Company identifies which of those expenses qualify as significant segment expenses.

The CODM manages the business on a consolidated basis and uses consolidated net loss as reported on its income statement to allocate

resources and assess performance.

In accordance with ASC 280, eXoZymes concludes that consolidated net loss is the measure of segment

profit or loss that is required to be reported because it is the measure determined in accordance with measurement principles most consistent

We do not prepare discrete financial information with respect to separate products.

Accordingly, we view our business as one

reportable operating segment.

April 2022, pursuant to an equity subscription agreement, the Company sold a total of 2,052,931 shares of eXoZymes’s Common Stock

for $ 5,000,000 at $ 2.44 per share.

In connection with the equity subscription agreement, the Company issued warrants (“Funding

Warrants”) to purchase 205,293 shares of eXoZymes Common Stock.

Through December 31, 2025, and December 31, 2024, respectively,

205,293 and 205,293 of Funding Warrants have vested.

Total value of the warrants as December 31, 2025, and December 31, 2024, was $ 320,790 .

November 2024, the Company completed a private placement (“Concurrent Private Offering”) concurrently with the IPO, the Company

sold to accredited investors an aggregate of 93,750 warrants to purchase up to 93,750 shares of Common Stock (the “Private Warrants”).

Private Warrants were sold at a purchase price of $ 0.125 .

Private Warrants have an exercise price of $ 8.00 per share, are exercisable

beginning six months after issuance, and expire five years from the date of issuance.

The Private Warrants have a cashless exercise provision

and registration rights for the underlying shares of Common Stock.

The gross proceeds from the Concurrent Private Offering were approximately

$ 11,719 , and if the Private Warrants are fully exercised, for cash, the Company will receive up to $ 750,000 .

November 2024, the Company issued warrants to underwriters in connection with the IPO.

The Company issued 52,485 warrants with an exercise

price of $ 10.00 per share.

The warrants are exercisable, beginning six months after issuance, and expire five years from the date of

The underwriter warrants have a cashless exercise provision and registration rights for the underlying shares of Common Stock.

The warrants outstanding, as well as those issued, exercised, and expired, together with their respective exercise prices and expiration dates, as of December 31, 2024 and 2025, are presented below:

Schedule of Warrant Outstanding Issued Exercised and expired

Balance at 12/31/2024

Various ( 2029 )

at 12/31/2025

(weighted avg)

Various ( 2029 )

The Company accounts for warrants

as either equity-classified or liability-classified instruments based on an evaluation of the specific terms of each warrant and the applicable

guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging.

Warrants that meet the definition of

a derivative financial instrument and qualify for the equity scope exception under ASC 815-10-15-74(a) are classified as equity and are

not subject to remeasurement as long as the criteria for equity classification continue to be met.

Warrants that do not qualify

for equity classification are recorded as liabilities and measured at fair value at inception and on a recurring basis at each reporting

date until the warrants are exercised, expire, or are modified in a manner that results in equity classification.

Changes in the fair

value of liability-classified warrants are recognized as a component of change in fair value of warrant liabilities in the consolidated

statements of operations.

The Company reassesses the classification of warrants at each reporting date.

The fair value of liability-classified warrants is

estimated using the Black-Scholes option-pricing model, which incorporates Level 3 inputs.

May 12, 2025, the Company agreed to issue 19,440 shares of common stock to key executives.

The shares were issued in lieu of cash bonuses

and were issued at a market price of $ 12.54 for a total of $ 243,778 .

November 11, 2025, a shareholder of stock options exercised their options through a cashless exercise feature permitted under the Company’s

equity incentive plan.

As a result, the Company issued 11,561 , and no cash proceeds were received by the Company in connection with these

transactions.

November 17, 2025, the Company issued 7,870 shares of the Company’s common stock to individuals upon the vesting and settlement

of previously granted restricted stock units (“RSUs”) under the Company’s equity incentive plan.

Upon vesting, each

RSU entitled the holder to receive one share of the Company’s common stock.

Stock-Based Compensation

accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation.

ASC 718 requires that all share-based

payment awards granted to employees, directors, and non-employees be measured at fair value on the grant date and recognized as compensation

expense over the requisite service period.

The Company grants stock options and restricted stock

units (“RSUs”).

The fair value of RSUs is measured based on the market price of the Company’s common stock on the grant

date, while the fair value of stock options is estimated using the Black-Scholes option-pricing model.

The Company recognizes compensation

expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity

awards, based on the award’s fair value at the grant date.

The Company accounts for forfeitures as they occur.

Stock-based compensation

expense is recorded within research and development or general and administrative expenses based on the function of the award recipient.

2020 Equity Incentive Plan (the “2020 Plan”), which was approved by the eXoZymes shareholders, permits grants to its officers,

directors, and employees for up to 938,832

shares of eXoZymes’ Common Stock.

1, 2023 the board and shareholders approved an increase of 1,558,175

shares under the plan.

The 2020 Plan authorizes

the issuance of stock options, shares of restricted stock, and restricted stock units, among other forms of equity-based awards.

directors, and employees for up to 938,832 shares of eXoZymes’ Common Stock.

On May 1, 2023 the board and shareholders approved

an increase of 1,558,175 shares under the plan.

The 2020 Plan authorizes the issuance of stock options, shares of restricted stock, and

restricted stock units, among other forms of equity-based awards.

On July 25, 2025 the Company’s shareholders approved the “2025

equity incentive plan”.

The new plan allows for an additional 1,250,000 shares to be added to the equity incentive pool.

February 1, 2024, stock options to purchase 155,818 shares of Common Stock were granted at an exercise price of $ 3.32 per share, which

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Both agreements had identical terms and were exercised on the

Each agreement exercised 2,597

stock options using a cashless exercise option.

shares were sold using a cashless exercise option to acquire the remaining 1,397

There were no

remaining unvested options to be forfeited.

Each agreement exercised 2,597 stock options using a cashless exercise option.

1,200 shares were sold using a cashless exercise

option to acquire the remaining 1,397 shares.

There were no remaining unvested options to be forfeited.

July 1, 2025, the eXoZymes board approved an issuance of stock options to purchase 235,817 shares of common stock and were granted at

an exercise price of $ 12.40 per share, which was equal to the fair value of the common stock on the date of grant and are exercisable

for a period of 7 years.

The stock options vest ratably over a period of 4 years.

The inputs used to determine the fair value was Common

Stock price of $ 12.40 , option exercise price of $ 12.40 , expected life in years of 4 years, with a contract life of 7 years, risk-free

rate of 3.99 %, expected annual volatility of 88.47 %, and annual rate of dividends of 0 % .

July 30, 2025, the eXoZymes board approved an issuance of stock options to purchase 20,000 shares of common stock and were granted at

an exercise price of $ 9.48 per share, which was equal to the fair value of the common stock on the date of grant and are exercisable

for a period of 7 years.

The stock options vest ratably over a period of 12 months.

The inputs used to determine the fair value was Common

Stock price of $ 9.48 , option exercise price of $ 9.48 , expected life in years of one years , with a contract life of 7 years, risk-free

rate of 3.874 %, expected annual volatility of 88.08 %, and annual rate of dividends of 0 % .

October 30, 2025, the eXoZymes board approved an issuance of stock options to purchase 40,000 shares of common stock and were granted

at an exercise price of $ 12.65 per share, which was equal to the fair value of the common stock on the date of grant and are exercisable

for a period of 7 years.

The stock options vest ratably over a period of 4 years.

The inputs used to determine the fair value was Common

Stock price of $ 12.65 , option exercise price of $ 12.65 , expected life in years of 4 years, with a contract life of 7 years, risk-free

rate of 3.71 %, expected annual volatility of 87.12 %, and annual rate of dividends of 0 % .

of December 31, 2025, stock options to purchase 999,106 shares of Common Stock were vested, the weighted average exercise price is $ 5.67 ,

the aggregate intrinsic value is $ 0.00 , and the weighted average remaining contractual term is 6.13 years.

eXoZymes stock-based compensation

were $ 1,125,639 and $ 281,538 for the years ended December 31, 2024 and 2023.

As of December 31, 2024, the unrecognized stock-based compensation

is $ 4,554,320 .

the aggregate intrinsic value was $ 3,266,537 , and the weighted average remaining contractual term is 4.76 years.

The stock options were

issued in 2021, 2023, 2024 and 2025 and had a vesting term of four 4 or five years with an expiry of seven years .

eXoZymes stock-based

compensation were $ 1,744,324 and $ 1,125,639 for the years ended December 31, 2025, and 2024.

As of December 31, 2025, the unrecognized

stock-based compensation is $ 2,730,530 .

summary of stock option activity during the years ended December 31, 2025 and 2024 is presented below:

Schedule of Stock Options Activity

Average Exercise Price

Average Remaining Contractual Life (in Years)

options outstanding at January 1, 2023

options outstanding at September 30, 2023

options outstanding at December 31, 2023

options outstanding at December 31, 2024

options exercisable at December 31, 2023

options exercisable at December 31, 2024

March 28, 2022, eXoZymes granted 241,718 restricted stock units (“RSUs”) at a value of $ 2.44 per share.

These RSUs were issued

in 2021 in lieu of cash bonuses.

As these RSUs do not vest until the expiration of any lock up after an initial public offering of the

Company, or upon the change of control of the Company by eXoZymes, which is outside of the control of the Company, no compensation expense

related to these RSUs has been recorded.

These RSUs fully vest upon the expiration of any lockup period on November 11, 2025 ,

or upon the change of control of eXoZymes.

The Company will record stock-based compensation for these RSUs when the RSUs begin to vest,

and the unrecognized stock-based compensation is $ 589,792 .

May 1, 2023, eXoZymes granted 100,820 restricted stock units (“RSUs”) at a value of $ 3.32 per share.

These RSUs were issued

in 2023 in lieu of cash bonuses.

As these RSUs do not vest until the expiration of any lock up after an initial public offering of the

Company, or upon the change of control of the Company by eXoZymes, which is outside of the control of the Company, no compensation expense

related to these RSUs has been recorded.

These RSUs fully vest upon the expiration of any lockup period, on November 11, 2025 ,

or upon the change of control of eXoZymes.

The Company will record stock-based compensation for these RSUs when the RSUs begin to vest,

and the unrecognized stock-based compensation is $ 334,722 .

Stock options outstanding on December

Stock options outstanding on December 31, 2025

Stock options exercisable on December 31, 2024

Stock options exercisable on December 31, 2025

On March 28, 2022, and May 1, 2023, eXoZymes granted 241,718 and 100,820 restricted stock units (“RSUs”),

respectively, at values of $ 2.44 and $ 3.32 per share.

These RSUs were issued in lieu of cash bonuses.

The RSUs vested upon the expiration

of the lockup period following the Company’s initial public offering on November 11, 2025 , or earlier upon a change of control of

Because vesting was contingent on events outside of the Company’s control, no compensation expense was recorded prior

Upon vesting, the Company began recording stock-based compensation related to these RSUs.

The total unrecognized stock-based

compensation associated with these RSUs was $ 589,792 and $ 334,722 , respectively.

July 30, 2025, eXoZymes granted 20,000 restricted stock units (“RSUs”) at a value of $ 9.48 per share, which was equal to the

fair value of the Common Stock on the date of grant and are exercisable for a period of 7 years.

The RSUs vest monthly over a 12 -month

As of December 31, 2025, 10,677 RSUs had vested, representing $ 101,120 of stock-based compensation.

November 10, 2025, eXoZymes extended the lock up period for current employees that had unvested RSU’s.

The Lock Up Agreement extends

the lock up period to April 1, 2026, as to all of the Common Shares (the “ RSU Shares ”), and thereafter

one-twelfth (1/12) of the RSU shares will be permanently released from the provisions of the Lock Up Agreement on the first of each

month, starting as of Thursday, April 1, 2026 and continuing until the last release date of March 1, 2027.

The extension of the Lock

Up Agreement was voluntary and of the 424,656

restricted stock units individuals holding 7,870

chose to exercise their Restricted Stock Units and converted to common stock on November 14, 2025.

Schedule of Restricted Stock Units Activity

stock units outstanding at December 31, 2023

stock units outstanding at December 31, 2024

stock units at December 31, 2023

stock units at December 31, 2024

Restricted stock units outstanding

at December 31, 2024

Restricted stock units outstanding at December

Unvested Restricted stock units, December 31, 2025

Vested Restricted stock units, December 31, 2025

Earnings Per Share

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share) are excluded from the calculation of diluted EPS.

per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the

respective periods.

Basic and diluted loss per common share was the same for all periods presented because warrants, RSU’s and

options outstanding were anti-dilutive, for a total of

1,321,236 and 948,188

shares, respectively.

per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the respective

Basic and diluted loss per common share was the same for all periods presented because warrants, RSU’s and options outstanding

were anti-dilutive, for a total of 2,799,583 and 1,321,236 shares, respectively.

and fully diluted earnings (loss) per share is calculated as follows for the years ended December 31, 2025 and 2024:

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$ ( 5,861,335 )

average shares outstanding – basic and diluted

loss per share – basic and diluted

Weighted average shares outstanding – basic and diluted

Net loss per share – basic and diluted

following financial instruments were not included in the diluted loss per share calculations as of December 31, 2025 and December 31,

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Schedule of Anti-dilutive Loss Per Share

to purchase common stock

stock awards units

Warrants to purchase common stock

Restricted stock awards units

Commitments and Contingencies

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Chain Issues .

The Company continues to monitor changes in tariffs and indirect trade restraints but does not believe they will

have a significant impact on its business activities

The Company continues to monitor changes in tariffs and indirect trade restraints but does not believe they

will have a significant impact on its business activities

There are various indications that the United States economy may be entering a recessionary period.

there is possible economic instability due to the possibility of tariffs and other economic changes due to government policy of the

United States and other countries.

Although unclear at this time an economic recession would likely impact the general business

environment and the capital markets, which could, in turn, affect the Company.

is possible economic instability due to the possibility of tariffs and other economic changes due to government policy of the United

States and other countries.

Although unclear at this time an economic recession would likely impact the general business environment

and the capital markets, which could, in turn, affect the Company.

Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance

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the License Agreement, eXoZymes is required to achieve certain development milestones.

eXoZymes is obligated to make payments upon achievement

eXoZymes is obligated to make payments upon the achievement

of certain sales thresholds, as defined in the License Agreement.

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The Company paid license fees for the years ended December 31, 2025 and 2024, respectively, of $ 7,012 and $ 3,389 .

The Company accounts

for leases in accordance with ASC 842, Leases.

The Company determines if an arrangement is a lease at inception.

Leases are classified

as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations.

When determining whether a lease is a finance lease or an operating lease, ASC 842 does not specifically define criteria to determine

“major part of remaining economic life of the underlying asset” and “substantially all of the fair value of the underlying

asset.” For lease classification determination, the Company continues to use:

(i) greater than or equal to 75% to determine whether

the lease term is a major part of the remaining economic life of the underlying asset; and (ii) greater than or equal to 90% to determine

whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset.

The Company accounts

for the lease and non-lease components as a single lease component.

For operating leases, the Company recognizes right-of-use (“ROU”) assets and lease liabilities for leases

with terms greater than 12 months in the consolidated balance sheet, while leases with terms of 12 months or less are not capitalized.

ROU assets represent the right to use an underlying asset during the lease term and lease liabilities represent the obligation to make

lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most leases do not provide an implicit rate, the Company uses an incremental borrowing

rate commensurate with the lease term, based on the information available at commencement date in determining the present value of lease

The Company uses the implicit rate when it is readily determinable.

The operating lease ROU asset also includes any lease payments

made and excludes lease incentives.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that

the Company will exercise that option.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

operating leases, the Company records right-of-use assets and corresponding lease liabilities in the consolidated balance sheets for

all leases with terms longer than twelve months.

The Company has two operating leases, with no variable lease costs, and no finance leases

as of December 31, 2024.

all leases within terms of longer than twelve months.

As of December 31, 2025 and 2024, the Company had two operating leases with no variable

The Company had no finance leases as of December 31, 2024 and one finance lease as of December 31, 2025.

April 3, 2023, the Company executed a lease for new office space next to the existing space at eXoZymes in the Los Angeles, California

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Additionally, eXoZymes is responsible for annual operating cost increases of 2.5 %, which are included in the rent.

October 30, 2023, the Company executed an addendum to the current lease for additional office space in Monrovia, California, the expected

October 30, 2023, the Company executed an addendum to the current lease for additional office space in Monrovia, California.

occupancy of the additional space was May 1, 2023.

The lease adds a term of 20 months to the current term for a total of 72 months for

the current term, the additional space is for 72 months, both spaces will expire on April 30, 2028 without an option to extend.

the current term.

The additional space is for 72 months, both spaces will expire on April 30, 2028 without an option to extend .

The expansion

space will have an initial base rent of $ 13,277 per month, along with the current lease of $ 14,371 per month for the current leased space

for a new total of $ 27,648 The lease provides for annual increases.

for a new total of $ 27,648 .

The lease provides for annual increases.

The base rent for the lease in the final year is $ 15,391 per month

for the expansion space and $ 16,747 for the current space for a total of $ 32,138 .

eXoZymes entered into a 36-month equipment lease with Thermo Fisher Scientific in December 2024 for medical equipment

to be used in research and development.

The Company took possession of the equipment in May 2025.

The lease agreement provides for a purchase

option at the end of the lease term for a purchase value of the then fair market value of the equipment.

Discussions with management indicate

that it is unlikely that the purchase option will be exercised at the end of the lease term.

Some contributing factors to this decision

include the uncertainty of the purchase price and the possible changes in technology over the next three years.

Accordingly, an assumed

purchase option is not included in the calculation of the total lease liability.

The fair value of the equipment is documented in the

lease agreement as $ 146,642 at the inception of the lease.

Management does not believe there is any change in fair value from the inception

date to the commencement date.

The Company has used its assumed incremental borrowing rate (IBR) to determine the present value of future

rent payments.

The assumed rate is 7.54 % and is also equal to the IBR used in its operating lease for office space.

The resulting present

value is $ 136,391 or 93 % of the asset’s fair value.

assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s

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Schedule of Operating Leases

lease liabilities

average remaining lease term in years

average discount rate

paid for amounts included in the measurement of lease liabilities

assets obtained in exchange for lease liabilities

operating lease costs were $ 374,531 and $ 263,761 , respectively for the years ended December 31, 2024 and 2023.

payments due under operating leases as of December 31, 2024 are as follows:

Schedule of Future Payments Due Under Operating Leases

effects of discounting

Operating leases:

Right-of-use assets

Operating lease liabilities

Weighted average remaining lease term in years

Weighted average discount rate

Cash paid for amounts included in the measurement

of lease liabilities

Right-of-use assets obtained in exchange for

lease liabilities

Finance leases:

Right-of-use assets

Finance lease liabilities

Weighted average remaining lease term in years

Weighted average discount rate

Amortization of assets under finance lease

For the years ended December 31, 2025, and 2024, the Company recognized operating lease expenses of $ 374,531 in each

Finance lease payments totaled $ 33,961 for the year ended December 31, 2025, with no finance lease payments made during the comparable

period in 2024.

As of December 31, 2025, the future minimum lease payments under non-cancelable operating and finance leases are

of Future Payments Due Under Operating and Finance Leases

Financial Lease

Less effects of discounting

Total operating lease

Simple Agreement for Future Equity (SAFE)

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On July 3, 2023, eXoZymes executed a simple agreement for future equity (SAFE) with Paul Opgenorth who provided funding of $ 15,000 .

Both agreements have identical terms.

November 11, 2024, the Company gave instruction to issue an aggregate of 125,001 shares of Common Stock on the conversion of the simple

agreements have identical terms.

November 11, 2024, the Company gave instructions to issue an aggregate of 125,001 shares of Common Stock on the conversion of the simple

agreements for future equity (SAFEs) issued on July 3, 2023, to MDB Capital Holdings LLC and Paul Opgenorth, which provided funding of

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tax expense (benefit) consisted of the following:

Schedule of Income Tax Expense (Benefit)

Year Ended December 31,

of Income Tax Expense (Benefit)

Current taxes:

$ ( 105,205 )

Deferred taxes:

Income Tax Expense (Benefit)

$ ( 105,205 )

Total cash taxes paid as of December 31, 2025 and 2024 were $ 0 .

For 2025, the reported amount reflects the receipt

of a tax refund.

of December 31, 2025, the Company’s taxable entities had approximately $ 17,545,871 of net operating loss carryforwards for federal

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A similar suspension was in place for taxable years 2020 and 2021 but was lifted for 2022.

reconciliation of the federal statutory tax rate to the effective tax rate is as follows:

Schedule of Reconciliation of the Federal Statutory Tax Rate to the Effective Tax Rate

Year Ended December 31,

Federal statutory rate

State, net of federal tax benefit

for the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively.

The reconciliation of income tax expense computed

federal statutory income tax rate of 21 % to the recognized income tax expense for the year ended December 31, 2025, presented

in accordance with the disclosure requirements of ASU 2023-09, as codified under ASC 740-10-50-12A, is as follows:

of Reconciliation of the Federal Statutory Tax Rate to the Effective Tax Rate

Ended December 31,

statutory income tax rate

( 1,950,074 )

State, net of federal

Nontaxable or nondeductible

based award vestings

& entertainment

Other state adjustments

Changes in valuation allowances

Effective rate

reconciliation of the federal statutory tax rate to the effective tax rate for the year ended December 31, 2024 is as follows:

Ended December 31,

statutory income tax rate

( 1,230,880 )

State, net of federal

Permanent differences

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Valuation allowance

Effective rate

Tax Assets and Liabilities

components of the deferred tax assets and liabilities were as follows:

Schedule of Significant Components of the Deferred Tax Assets and Liabilities

Year Ended December 31,

Deferred tax assets:

Start-up expenditures

Sec 174 - Research & development costs

Stock compensation

Lease liability

Investment Securities

Bonus expense

Net operating loss carryforwards

Valuation allowance

of Significant Components of the Deferred Tax Assets and Liabilities

Ended December 31,

174 - Research & development costs

operating loss carryforwards

( 5,123,316 )

( 3,065,959 )

Total deferred tax assets

deferred tax assets

tax liabilities:

and equipment principally due to differences in depreciation

deferred tax liabilities

Right-of-use asset

Property and equipment principally due to differences in depreciation

Total deferred tax liabilities

Net deferred tax assets/(liabilities)

deferred tax assets/(liabilities)

deferred tax assets and liabilities were classified on the consolidated balance sheets as follows:

Year Ended December 31,

Deferred tax assets

Ended December 31,

Deferred tax liabilities

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of future taxable income during the carryforward period are reduced.

In accordance with the applicable accounting standards, the

Company recognizes only the impact of income tax positions that, based on their merits, are more likely than not to be sustained upon

audit by a taxing authority.

To evaluate its current tax positions in order to identify any material uncertain tax positions, the Company

developed a policy of identifying and evaluating uncertain tax positions that considers support for each tax position, industry standards,

tax return disclosures and schedules and the significance of each position.

It is the Company’s policy to recognize interest and

penalties, if any, related to unrecognized tax benefits in income tax expense.

The Company had no material uncertain tax positions at

December 31, 2024 and December 31, 2023.

The tax years 2021 – 2024 remain open to examination for federal income tax purposes.

accordance with the applicable accounting standards, the Company recognizes only the impact of income tax positions that, based on their

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Subsequent Events

Company has evaluated subsequent events through March 31, 2025, the date on which these financial statements were issued.

“Exhibit Index” on the page following the consolidated financial statements and related footnotes and the signature page

to this Annual Report on Form 10-K.

Company has evaluated subsequent events through March 30, 2026, the date on which these consolidated financial statements were

to December 31, 2025, equity holders exercised cashless 89,742

stock options resulting in the issuance of 62,309

shares of common stock.

The Company received aggregate cash proceeds of approximately $ 4.00

related to these cashless exercises.

Additionally, 10,002 restricted stock units were settled and converted into shares of common stock.

January 14, 2026, the eXoZymes board approved an issuance of stock options to purchase 146,437 shares of common stock and were granted

at an exercise price of $ 9.49 per share, which was equal to the fair value of the common stock on the date of grant and are exercisable

for a period of 7 years.

The stock options vest ratably over a period of 4 years.

The inputs used to determine the fair value was Common

Stock price of $ 9.49 , option exercise price of $ 9.49 , expected life in years of 4 years, with a contract life of 7 years, risk-free rate

of 3.72 %, expected annual volatility of 83.40 %, and annual rate of dividends of $ 0 .

Exhibits and Financial Statement Schedules

Financial statements

is made to the index and Financial Statements under Item 8 in Part II hereof where these documents are listed.

Financial Statement Schedules

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March 30, 2026

VP of Finance (Principal Financial and Accounting Officer)

Vice President, Finance (Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

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March 30, 2026

/s/ Michael Heltzen

Michael Heltzen

President and Chief Executive Officer

(Principal Executive Officer)

and Chief Executive Officer

Executive Officer)

March 30, 2026

/s/ Fouad Nawaz

VP of Finance (Principal Financial and Accounting Officer)

President, Finance (Principal Financial and Accounting Officer)

March 30, 2026

/s/ Christopher A.

Christopher A.

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March 30, 2026

/s/ Anthony DiGiandomenico

Anthony DiGiandomenico, Director

Anthony DiGiandomenico

DiGiandomenico, Director

March 30, 2026

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Rayo, Director

Agreement between the Registrant and MDB Capital (Public Ventures, LLC) (incorporated herein by reference to Exhibit 1.2 to the

Registration Statement on Form S-1, Registration Statement No.

of Incorporation of the Registrant, filed April 17, 2019 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement

on Form S-1, Registration Statement No.

of the Registrant, February 1, 2024 (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1, Registration

Statement No.

to Articles of Incorporation – Certificate of Correction filed April 30, 2019 (incorporated

herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, Registration

Statement No.

to Articles of Incorporation increasing the authorized capital, filed July 1, 2024 (incorporated herein by reference to Exhibit 3.4

to the Registration Statement on Form S-1, Registration Statement No.

to Articles of Incorporation, effecting reverse split, filed October 3, 2024 (incorporated herein by reference to Exhibit 3.5 to

the Registration Statement on Form S-1, Registration Statement No.

Underwriting Agreement between the Registrant and MDB Capital (Public Ventures, LLC) (incorporated herein by reference to Exhibit 1.2 to the Registration Statement on Form S-1, Registration Statement No.

Articles of Incorporation of the Registrant, filed April 17, 2019 (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1, Registration Statement No.

By-laws of the Registrant, February 1, 2024 (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1, Registration Statement No.

Amendment to Articles of Incorporation – Certificate of Correction filed April 30, 2019 (incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, Registration Statement No.

Amendment to Articles of Incorporation increasing the authorized capital, filed July 1, 2024 (incorporated herein by reference to Exhibit 3.4 to the Registration Statement on Form S-1, Registration Statement No.

Amendment to Articles of Incorporation, effecting reverse split, filed October 3, 2024 (incorporated herein by reference to Exhibit 3.5 to the Registration Statement on Form S-1, Registration Statement No.

Amendment to Articles of Incorporation, effecting a name change, filed February 10, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 11, 2025.

of Underwriters Warrant, issued November 11, 2024 (incorporated herein by reference to Exhibit 4.4 to the Registration Statement

on Form S-1, Registration Statement No.

of Capital Stock.

of Indemnification Agreement by and between the registrant and each of its directors and executive officers (incorporated herein

by reference to Exhibit 10.1 to the Registration Statement on Form S-1, Registration Statement No.

Equity Incentive Award Plan (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1, Registration

Statement No.

Agreement with The Regents of the University of California (incorporated herein by reference to Exhibit 10.4 to the Registration

Statement on Form S-1, Registration Statement No.

Agreement by and between the registrant and Michael Heltzen (incorporated herein by reference to Exhibit 10.5 to the Registration

Statement on Form S-1, Registration Statement No.

of lock up agreement for the benefit of IPO underwriter (incorporated herein by reference to Exhibit 10.6 to the Registration Statement

on Form S-1, Registration Statement No.

of Business Code and Ethics (incorporated herein by reference to Exhibit 14.1 to the Registration Statement on Form S-1, Registration

Statement No.

Trading Policy, 2024

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Form of Underwriters Warrant, issued November 11, 2024 (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-1, Registration Statement No.

Description of Capital Stock (incorporated herein by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed on March 31, 2025).

Form of Indemnification Agreement by and between the registrant and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-1, Registration Statement No.

2020 Equity Incentive Award Plan (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1, Registration Statement No.

License Agreement with The Regents of the University of California (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-1, Registration Statement No.

Employment Agreement by and between the registrant and Michael Heltzen (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-1, Registration Statement No.

Form of lock up agreement for the benefit of IPO underwriter (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1, Registration Statement No.

2025 Equity Incentive Award Plan (incorporated herein by reference from Schedule A of the Proxy Statement for the 2025 Annual Meeting of the Registrant, filed with the SEC on June 20, 2025).

Form of Executive Employment Agreement

Code of Business Code and Ethics (incorporated herein by reference to Exhibit 14.1 to the Registration Statement on Form S-1, Registration Statement No.

Insider Trading Policy, 2024 (incorporated herein by reference to Exhibit 19.1 to the Form 10-K Report for the Fiscal Year Ended December 31, 2024.)

Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Form 10-K Report for the Fiscal Year Ended December 31, 2024.)

Consent of Independent Registered Public Accounting Firm

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial and Accounting, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial and Accounting, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy 2024 (incorporated herein by reference to Exhibit 99.1 to the Form 10-K Report for the Fiscal Year Ended December 31, 2024.)

XBRL Instance Document

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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 9A. Controls and Procedures