EXOZYMES INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The 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 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. Management’s Annual Report on Internal Control over Financial Reporting Management holds the responsibility for preparing accurate financial statements and ensuring they faithfully represent our financial status and operations in line with generally accepted accounting principles (GAAP). Management 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. Our 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. 36 After 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: Inadequate 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. We are 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: Inadequate procedures related to testing of implemented procedures around internal control. Improvements to mitigate this weakness will be implemented further as necessary. This Annual Report on Form 10-K does not include an attestation from our public accounting firm regarding internal control over financial reporting, following SEC rules that allow us to present only management’s report Changes in Internal Control over Financial Reporting Other 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. Inherent Limitations on Effectiveness of Controls and Procedures The 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. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable 37 PART III Item 10. Directors, Executive Officers and Corporate Governance Set forth below are our directors and officers: Name Age Position Michael Heltzen 45 President and Chief Executive Officer Tyler Korman 47 Chief Scientific Officer Damien Perriman 49 Chief Commercial Officer Fouad Nawaz 40 Vice President, Finance Paul Opgenorth 44 Vice President, Development Christopher A. Marlett 60 Chairman of the Board and Director Anthony DiGiandomenico 58 Director James U. Bowie 65 Director James J. Lalonde 65 Director Lon E. Bell 85 Director Edgardo Rayo (1) 39 Director (1) Edgardo Rayo was appointed to the board as a Director on February 17, 2025 Michael Heltzen. Mr. Heltzen has served as the Chief Executive Officer of the Company since February 1, 2024 and previously served as the Chief Strategy Officer of the Company from October 2023 to January 2024.Mr. Heltzen was appointed to position of President on February 17, 2025. Prior to joining the Company, Mr. Heltzen held the position of Executive Vice President for Strategy at Paragraf Ltd. from May 2023 to October 2023. From January 2019 to May 2023 Mr. Heltzen served as the Chief Executive Officer of Cardea Bio Inc. Mr. Heltzen also served as the Chief Executive Officer and Chairman of Nanosens Innovations Inc., prior to its merger with Cardea Bio Inc., from December 2018 to September 2019. Mr. Heltzen has also served as the Chairman of the Board for EXO Incubator Inc. since 2015 and Chairman of the Board for Blue SEQ Innovations Inc. since 2010. Fouad Nawaz. Mr. Nawaz has served as the Vice President Finance of the Company since September 2023. Prior to joining the Company, Mr. Nawaz served as the Vice President of Finance at Fulham Co Inc. from June 2018 to September 2023. Mr. Nawaz received his Bachelor of Science degree in 2007 in Business Administration from California State University, Long Beach. Tyler Korman, PhD. Dr. 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. Dr. 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. Paul Opgenorth, PhD. Dr. Opgenorth has served as Vice President of Development effective as of February 1, 2024 and previously served as Director of Research and Development of the Company from August 2019 to January 2024. From May 2017 to August 2019 Dr. Opgenorth was a postdoctoral scientist in the Joint BioEnergy Institute at Lawrence Berkeley National Lab. Dr. Opgenorth received his PhD in Chemistry, Biochemistry, and Structural Biology from the University of California, Los Angeles in 2015, and Bachelor of Science in 2004 in Chemistry from the University of California, Davis. Damien 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. His earlier 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. Mr. Perriman also serves as Chairman of the Board of Cellugy and advises several early-stage companies in the renewable materials and industrial biotechnology sectors. 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. James U. Bowie, PhD. Dr. Bowie has served as an independent director of the Company since its inception in April 2019. Dr. Bowie has been on the faculty in the Department of Chemistry and Biochemistry at the University of California, Los Angeles since 1993 and served as Associate Director of the UCLA-DOE Institute from 2002 to June 2019 and Vice Chair from 2012 through June 2019. He became Professor Emeritus in June 2021. Dr. Bowie served on the Editorial Boards of four academic journals, organized many international meetings and served on numerous national and international scientific committees, including service as President of the Protein Society from 2013 to 2015. Dr. Bowie obtained a B.A. with Distinction in Chemistry from Carleton College in 1981, a Ph.D. in Biochemistry from the Massachusetts Institute of Technology in 1989 and did postdoctoral work at the University of California, Los Angeles from 1989 to 1993. His work has been cited over 29,000 times and has been recognized with many awards, including being named Fellow of the Biophysical Society and Fellow of the American Association for the Advancement of Science. Throughout his career, Dr. Bowie’s work has focused on issues related to protein and enzyme structure. He holds patents on drug screening technology, methods for protein structure prediction, and enzyme system design. The Board believes that Dr. Bowie’s intimate knowledge of eXoZymes’s foundational enzyme technology will be highly valuable to our Board’s deliberations and oversight of Company strategies. 38 Christopher Marlett . Mr. Marlett has served as a director of the Company since its inception in April 2019. Mr. Marlett has been the chief executive officer and chairman of the board of directors and a director of MDB Capital Holdings, LLC since inception on August 10, 2021.The Company appointed Mr. Marlett as Chairman of the board on February 17, 2025. Mr. Marlett has been since 1997, the Chief Executive Officer and a co-founder of MDB Capital (formerly known as MDB Capital Group, LLC). Over his 36 years of working in the securities industry, he has led multiple financings for venture stage public companies and has dedicated his efforts to optimizing this method to launch promising technology/business platforms. He has been integral in co-founding and developing the commercialization and financing strategy for all the companies MDB has taken public. In addition, he has served as a board member of several of the public companies in the early stages. He has invested significant efforts in developing a human capital development platform in Nicaragua that has led to the creation of the largest call center park in the country employing approximately 3,000 people and several knowledge process outsourcing operations to support MDB’s businesses. He developed the first patent services company in Nicaragua that was sold to Murgitroyd an LSE-listed patent attorney and services platform. He is the co-founder of PatentVest and developed the platform from inception in 2003. He holds a Bachelor of Science degree in Business Administration from the University of Southern California. Mr. Marlett’s leadership and extensive corporate and financial experience position him well to serve as a member of our board of directors. Anthony DiGiandomenico . Mr. DiGiandomenico has served as a director of the Company since its inception in April 2019. Mr. DiGiandomenico has been the Chief of Transactions and director of MDB Capital Holdings, LLC since inception on August 10, 2021. Mr. DiGiandomenico has also served on the board of directors of ENDRA Life Sciences Inc. (Nasdaq: NDRA), a developer of enhanced ultrasound technology, from July 2013 until present, the board of directors of Provention Bio, Inc., a developer of multiple drug therapies, from January 2017 until May 2020 and the board of directors of Cue Biopharma, Inc., that develops novel biologic drugs for the selective modulation of the human immune system to treat a broad range of cancers and autoimmune disorders from January 2016 to October 2019. Since he co-founded MDB Capital Holdings, LLC (formerly known as MDB Capital Group, LLC) in 1997, Mr. DiGiandomenico has been enabling investment into early-stage disruptive technologies. He has worked alongside a wide range of companies in biotechnology, medical devices, high technology, and renewable energy spaces. Mr. DiGiandomenico holds an MBA from the Haas School of Business at the University of California, Berkeley and a BS in Finance from the University of Colorado. Mr. DiGiandomenico’ s extensive financial and investment banking expertise, general business acumen and significant executive leadership experience position him well to make valuable contributions to our board of directors. James J. Lalonde . Dr. Lalonde has served as an independent director of the Company since April 1, 2024. Dr. Lalonde is a recognized leader in the field of synthetic biology and serves as a Scientific Advisor for several private start-up enterprises. He was Chairman of the Board of Willow Biosciences, Inc. from 2023 until the sale of the operating subsidiary to Mycofeast in 2025. 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 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. 39 Lon Edward Bell, PhD . Effective April 1, 2024 Dr. Bell joined the Board of Directors of the Company as an independent board member. Dr. Bell founded DTP Thermoelectrics LLC in 2021 and serves as its CEO. The company is focused on commercializing a new generation of solid-state heating, cooling, and temperature control systems. Dr. Bell served as a board member from 2013 to 2016 and since 2017 has served as Chairman of CDTi Advanced Materials, Inc., a publicly traded company (CDTI: Pink Sheet). Dr Bell helped guide CDTI through a pivot to become an emerging developer of catalytic coating systems for the chemical reforming industry serving the emerging hydrogen economy and hydrocarbon sequestering industries. Since 2008 Dr. Bell has served as a member of the advisory board for the California Institute of Technology’s Department of Mechanical and Civil Engineering, serving as the Chair from 2015 to 2022. Dr Bell’s notable prior experiences include the founding of Amerigon (now Gentherm Incorporated, NASDAQ: THRM) in 1991, which has become a major supplier of solid-state thermal management systems to the automotive industry. Previously, he founded Technar, Incorporated, in 1968, a pioneering supplier of automotive crash sensors to the automobile industry. He guided the company from its inception to its sale to TRW in 1991. Throughout his career, Dr. Bell has been granted over 100 patents for his inventions. Five clusters of his inventions have gone into mass production and achieved a significant share of their target markets. Dr. Bell has a bachelor’s degree in mathematics (1962), master’s degree in rocket propulsion (1963), and PhD in mechanical engineering (1968), from the California Institute of Technology. The Board believes that Dr. Bell’s educational attainments, management and leadership experience, entrepreneurial understanding and service on boards of other public companies, qualifies him to serve as a member of our Board. Edgardo Rayo has been employed by MDB Capital, S.A, since 2013, which is an affiliated company of MDB Capital Holdings, LLC. Mr. Rayo also is a registered representative of MDB Capital, a registered broker-dealer, subsidiary of MDB Capital Holdings, LLC. Mr. Rayo, at 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. Prior to joining MDB Capital, Mr. Rayo was employed at Banpro, a commercial bank, where he managed a portfolio of fixed income securities. Mr. 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. Board Composition/Committees Our board of directors currently consists of six people. The board of directors may establish the number of persons serving on the board of directors from time to time by resolution. Currently, Messrs. Bowie, Rayo, Lalonde, and Bell are independent directors within the meaning of Nasdaq’s rules. Mr. Bell is a “financial expert” as that term is defined in SEC regulations. The board of directors will also establish various committees from time to time. It currently has the following committees: (i) audit committee, (ii) compensation committee, and (iii) nominations committee. The members of each committee are as follows: (i) audit committee – Messrs. Bowie, Lalonde, and Bell, (ii) compensation committee - Messrs. Bowie, Lalonde, and Bell, and (iii) nominations committee - Messrs. Bowie, Lalonde, and Bell. Each member of the above committees is an independent member of the board of directors. 40 Audit Committee We have established an audit committee. The audit committee will be responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board of directors in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to 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; (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. Compensation Committee We have established a compensation committee. The committee’s primary responsibilities include approving corporate goals and objectives 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 regarding compensation plans, and administering our stock plan. The compensation committee determines and approves all elements of executive officer compensation. It also provides recommendations to the board of directors with respect to non-employee director compensation. The compensation committee may not delegate its authority to any other person, other than to a subcommittee thereof. The Company compensation policies for executive officers has two fundamental objectives: (i) to provide a competitive total compensation package that enables the Company to attract and retain highly qualified executives with the skills and experience required for the achievement of business goals; and (ii) to align certain compensation elements with the Company’s annual performance goals. With respect to each of the Company’s executive officers, the total compensation that may be awarded, including base salary, discretionary cash bonuses, annual stock incentive awards, stock options, restricted stock units and other equity awards, and other benefits and perquisites will be evaluated by the committee. Under certain circumstances, the committee may also award compensation payable upon termination of the executive officer under an employment agreement or severance agreement (if applicable). The Board recognizes that its overall goal is to award compensation that is reasonable when all elements of potential compensation are considered. The committee believes that cash compensation in the form of base salary and discretionary cash bonuses provides our executives with short-term rewards for success in operations, and that long-term compensation through the award of stock options, restricted stock units and other equity awards aligns the objectives of management with those of our stockholders with respect to long-term performance and success. The Board also has historically focused on the Company’s financial condition when making compensation decisions and approving performance objectives, and compensation has been weighted more heavily toward equity-based compensation. The committee will continue to periodically reassess the appropriate weighting of cash and equity compensation in light of the Company’s expenditures in connection with commercial operations and its cash resources and working capital needs. 41 Nominating Committee We have established a nominating committee. The committee’s primary responsibilities include identifying individuals qualified to serve on the board of directors and its committees, establishing procedures for evaluating the suitability of potential director nominees consistent with the criteria approved by the board of directors, reviewing the suitability for continued service as a director when his or her term expires and at such other times as the committee deems necessary or appropriate, and determining whether or not the director should be re-nominated, and reviewing the membership of the board of directors and its committees and recommending making changes, if any. In evaluating director nominees, the nominating committee will generally consider the following factors: ● the appropriate size and composition of our board of directors; ● whether or not the person is an “independent” director as defined in Rule 5605(a)(2) promulgated by the Nasdaq Stock Market; ● the needs of the Company with respect to the particular talents and experience of its directors; ● the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board of directors; ● familiarity with national and international business matters and the requirements of the industry in which we operate; ● experience with accounting rules and practices; ● the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and ● all applicable laws, rules, regulations and listing standards, if applicable. There 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. The nominating committee identifies nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. If any member of the board of directors does not wish to continue in service, or if the nominating committee decides not to re-nominate a member for re-election, the committee identifies the desired skills and experience of a prospective director nominee in light of the criteria above, or determines to reduce the size of the board of directors. Research may also be performed to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, nor do we anticipate doing so in the future. Board’s Role in Risk Oversight Our board of directors is primarily responsible for overseeing our risk management processes. Our board of directors, as a whole, determines our appropriate level of risk, assesses the specific risks that we face, and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our board of directors administers this risk management oversight function, one or more committees of our board of directors may support our board of directors in discharging its obligations. For example, the audit committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures and it will reviews matters relating to legal compliance that have a material effect on the Company financial statements and certain other limited areas of governance and will report to our board of directors regarding such matters. Code of Business Conduct and Ethics Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors. The full text of our code of business conduct and ethics will be posted on the Investor Relations section of our website. The reference to our website address does not include or incorporate by reference the information on our website into this report or any other filed document with the SEC. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our website or in public filings. 42 Clawback Policy Our board of directors has adopted a written policy to recover “excess” compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The compensation includes both cash-based and equity-based incentives. The compensation covered includes incentive awards awarded to any individuals (including former employees) who served as an executive officer during the three most recently completed fiscal years preceding the date on which the preparation of an accounting restatement is required, provided that the executive officers were awarded more incentive awards than they would have received if the financial statements had been prepared correctly. The recovery will include an executive incentive award even if the executive was not involved in preparing the financial statements or did not commit misconduct that led to the restatement. Restatements attributable to an inadvertent error also will subject executive officers to the recovery of previously received incentive awards. Board Compensation We 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. We 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 also will 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. The 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: Name Year Fee Bonus Shares Options Awards Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings All Other Compensation Total Mohammad “Mo” Hayat (1) 2025 - - Mohammad “Mo” Hayat (1) 2024 - - Anthony DiGiandomenico 2025 - - Anthony DiGiandomenico 2024 - - Christopher A. Marlett 2025 - - Christopher A. Marlett 2024 - - James J. Lalonde 2025 $ 50,000 - - 51,939 James J. Lalonde 2024 $ 8,333 - - 51,939 James U. Bowie 2025 - - - James U. Bowie 2024 - - - Lon E. Bell 2025 $ 50,000 - - 51,939 Lon E. Bell 2024 $ 8,333 - - 51,939 (1) Mr. Mo Hayat resigned as a director February 17, 2025. 43 Limitation of Liability of Directors and Indemnification of Directors and Officers The Company provides indemnification to each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans against all expenses, liability, and loss. The board of directors may authorize the advance of expenses in connection with any proceeding where the person is entitled to indemnification. The Company may purchase and maintain insurance to protect itself and any director, officer, employee or other agent against any expense, whether or not the Company would have the power to indemnify the person. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Indemnification Agreements We enter into indemnification agreements with each of the people serving on the board of directors and executive officers. The indemnification agreements provide for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations. The indemnification agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The indemnification agreement sets forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that apply to any dispute between us and an indemnitee arising under the indemnification agreements. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports filed by such persons. 44 Based solely on our review of the copies of reports furnished to us, we believe that during the fiscal year ended December 31, 2025, all executive 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. Item 11. Executive Compensation Executive Compensation This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer and our next two most highly compensated executive officers in respect of their service to our company during the years ended December 31, 2024, and 2025. The amounts indicated for the year ending December 31, 2025, do not include any amounts that may be awarded 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, 2024 and 2025 respectively, are: Name Year Salary ($) Bonus (1) ($) Stock Awards ($) Options Awards ($) RSU Awards ($) Nonequity Incentive Plan Compensa-tion ($) Nonqualified Deferred Compensa-tion Earnings ($) All Other Compensa-tion ($) Total ($) Michael Heltzen, President and CEO 2025 358,333 250,000 - 452,041 - - - - 1,060,374 2024 231,250 40,000 - 110,028 - - - - 381,278 Tyler Korman, Chief Scientific Officer 2025 222,917 37,500 37,500 16,856 - - - - 314,773 2024 191,220 54,450 - 20,279 - - - - 265,949 Damien Perriman, Chief Commercial Officer 2025 237,797 - - - - - - 72,965 310,762 2024 - - - - - - - - - Paul Opgenorth, Vice President, Development 2025 219,792 37,500 37,500 15,803 - - - - 310,595 2024 190,000 52,800 - 19,011 - - - - 261,811 Fouad Nawaz, Vice President, Finance 2025 214,583 43,750 43,750 49,658 - - - - 351,741 2024 168,750 15,000 - 29,340 - - - - 213,090 (1) The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program. (2) Mr. 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 $450,000, and his annual bonus was discontinued. In connection with this compensation change, he was granted 235,817 stock options, which vest over four years beginning July 1, 2025. 45 Options Exercisable as of December 31, 2025 Option Awards(1) Stock Awards(2) Number of Securities Underlying Unexercised Options Number of Securities Underlying Unexercised Options Option Exercise Option Number of Shares or Units of Stock That Have Market Value of Shares or Units That Have Grant (#) (#) Price Expiration Vested Vested Name Date Exercisable Unexercisable ($) Date (#) ($) Mohammad Hayat, Chairman and CEO (3) 2/1/2021 306,442 5,194 2.44 1/31/2028 $ - 7/19/2021 - - 2.44 7/17/2031 82,118 200,368 3/28/2022 - - 2.44 3/25/2032 102,647 250,457 5/1/2023 - - 3.31 4/28/2033 37,747 125,318 Michael Heltzen, President and CEO 11/1/2023 72,715 83,103 3.31 8/31/2031 $ - 2/1/2024 54,536 101,282 3.31 1/31/2032 4/12/2024 7,734 14,363 8.00 3/31/2031 7/1/2025 29,477 206,340 12.40 07/1/2025 Tyler Korman, Chief Scientific Officer 2/1/2021 40,859 693 2.44 1/31/2028 - - 3/28/2022 - - 2.44 3/25/2032 56,456 137,753 5/1/2023 - - 3.31 4/28/2033 22,648 75,191 Paul Opgenorth, Vice President, Product Development 2/1/2021 38,306 649 2.44 1/31/2028 - - 3/28/2022 - - 2.44 3/25/2032 52,720 128,636 5/1/2023 - - 3.31 4/28/2033 21,893 72,683 Fouad Nawaz, Vice President, Finance 11/1/2023 19,391 22,161 3.31 8/31/2031 - - 6/1/2024 7,272 13,504 8.00 3/31/2031 - - (1) Each equity award is subject to the terms of the specific equity plan under which it was granted. (2) All RSU are fully vested and remain outstanding. (3) Mr. 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. Mr. Hayat resigned as Chairman and President as of February 17, 2025. 46 Equity Compensation From time to time, in addition to the cash compensation, we grant equity-based awards to our named executive officers, which are generally subject to vesting based on each of our named executive officer’s continued service with us. (See table of exercisable options above.) Equity Incentive Plan 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. The 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. In 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 plan”. 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. The 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, 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 an award. 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. Employment Agreement Michael Heltzen, our Chief Executive Officer, is employed under an employment agreement, which was amended in June 2025, on an at-will basis. Mr. Heltzen is paid an annual base salary of $450,000. 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. Mr. Heltzen was also granted stock options for 235,817 shares of common stock in June 2025. Mr. 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. Mr. 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. Mr. 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. Korman. The bonus amount will be paid half in cash and half in restricted stock. Mr. 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. Mr. Korman 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. 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. Mr. 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. Perriman. The bonus amount will be paid half in cash and half in restricted stock. Mr. 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. Mr. 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 provisions. The employment terms also include confidentiality provisions, trade secret and similar provisions to protect the Company rights in inventions and intellectual property. Mr. 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. 47 Outstanding Equity Awards Under Plan as of December 31, 2025 The Company has issued RSU’s to employees for an aggregate of 436,786 shares of common stock. 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. The 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”) 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 vesting. The vesting for the balance of the cliff vesting is over 4 or 5 years with a contract life of 7 years. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our Common Stock by: ● each shareholder of our Common Stock who is known by us to beneficially own 5% or more of our Common Stock; ● each of our executive officers; ● each of the members of the board of directors; and ● all of the members of the board of directors and current executive officers as a group. Beneficial ownership is determined based on the rules and regulations of the SEC as defined in Rule 13d-3 of the Exchange Act. A person has beneficial ownership of a share of Common Stock if such individual has the power to vote and/or dispose of the shares. This power may be sole or shared and direct or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, the initial closing are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage of ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the number of shares of Common Stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o eXoZymes Inc., 750 Royal Oaks Drive, Suite 106, Monrovia, CA 91016. Applicable percentage ownership in the following table is based on 8,406,681 shares of Common Stock issued and outstanding as of March 30, 2026. 48 Common Stock Name of Beneficial Owner Number of Shares Owned Beneficially (1) Percentage of Class (2) Directors Christopher A. Marlett (3) 4,162,396 47.79 % Anthony DiGiandomenico (3) 4,162,396 47.79 % James U Bowie (4) 603,880 7.10 % Edgardo Rayo (5) 77,909 0.90 % James J. Lalonde (6) 28,567 0.34 % Lon Edward Bell (7) 20,776 0.24 % Executive Officers who are not Directors Michael Heltzen (8) 195,888 2.08 % Fouad Nawaz (9) 33,268 0.35 % Executive Officers and Directors as a Group (8 Persons) (10) 5,122,684 54.33 % Five Percent Ownership Tyler Korman (11) 766,843 9.00 % Paul Opgenorth (12) 682,449 8.01 % MDB Capital Holdings, LLC (13) 4,136,426 47.63 % * Less than 0.1% (1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. (2) Based on a total of 8,478,992 shares of Common Stock issued and outstanding as of March 30, 2026. (3) 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 11.) (4) Includes 577,910 issued and outstanding shares and 25,970 shares subject to currently exercisable options. (5) Includes 77,909 issued and outstanding shares of Common Stock. (6) Includes 28,567 shares subject to currently exercisable options and excludes 31,163 shares subject to options that vest in the future. (7) Includes 20,776 shares subject to currently exercisable options and excludes 31,163 shares subject to options that vest in the future. (8) Includes 195,888 shares subject to currently exercisable options and excludes 373,662 shares subject to options that vest in the future. (9) 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. (12) 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. (13) 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. Excludes 25,970 shares under vested options which each of Messrs. Marlett and DiGiandomenico hold individually. The 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. 49 Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transaction As 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. General Policy for Evaluating Related Party Transactions Related 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’s charter. The policy of the Company is to evaluate those situations where an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A common situation is one that involves a transaction between the Company and a party that is a director, officer or employee, or their respective related parties or affiliates or an entity under the control of those persons. The audit committee shall review the material facts of all related party transactions with the objective of determining to either approve or disapprove the Company entering into the transaction. The audit committee will review the relevant facts and circumstances of a related party transactions taking into account, among other factors, (i) whether the transaction was undertaken in the ordinary course of business of the Company, (ii) whether the related party transaction was initiated by the Company or the related party, (iii) whether the transaction is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party, (iv) the purpose of, and the potential benefits to the Company of, the related party transaction, (v) the approximate dollar value and the terms of the obligations involved in the related party transaction, (vi) the extent of the related party’s interest in the transaction, and (vii) any other information that would be material to investors in light of the circumstances of the particular transaction. Approval may be a standing 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. Former Parent Corporation MDB 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. Messrs. Christopher Marlett, Anthony DiGiandomenico are majority shareholders and directors of MDB Capital Holdings LLC, and directors of the Company. Christopher Marlett holds the position of Chairman of the Board in the Company. In addition, Mr. Edgardo Rayo, a director of the Company is an employee of an affiliate of MDB Capital Holdings LLC. Item 14. Principal Accountant Fees and Services During the years ended December 31, 2025 and 2024, RBSM, LLP was the Company’s independent registered public accounting firm. The following table sets forth fees billed to us by our independent registered public accounting firm: 2025 2024 Audit fees (1) $ 222,500 145,000 Audit-related fees (2) - - Tax fees - - Total principal accountant fees and services $ 222,500 145,000 (1) Audit fees consisted primarily of fees for the audit of our annual financial statements and reviews of the financial statements included in our registration statement for our initial public offering, and quarterly reports and current reports. (2) Audit-related fees consist of fees billed for services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit fees. 50 PART IV Item 15. Exhibits and Financial Statement Schedules a. Documents Filed as Part of this Report The following consolidated financial statements of eXoZymes Inc. are filed as part of this Annual Report on Form 10-K: Page CONSOLIDATED FINANCIAL STATEMENTS INDEX Report of Independent Registered Public Accounting Firm F-1 Audited Consolidated Financial Statements Consolidated Balance Sheets –December 31, 2025 and 2024 F-2 Consolidated Statements of Operations – Years Ended December 31, 2025 and 2024 F-3 Consolidated Statements of Changes in Stockholder’s Equity – Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Cash Flows – Years Ended December 31, 2025 and 2024 F-5 Notes to Consolidated Financial Statements F-6 51 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of eXoZymes, Inc.(FKA Invizyne Technologies, Inc.) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of eXoZymes, Inc. (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America . The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the accompanying consolidated financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RBSM LLP PCAOB ID 587 We have served as the Company’s auditor since 2023 March 30, 2026 Las Vegas, Nevada F- 1 EXOZYMES INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 3,039,343 $ 9,719,310 Grants receivable 517,359 737,282 Prepaid expenses and other current assets 382,886 363,790 Total current assets 3,939,588 10,820,382 Property and equipment, net 764,401 882,445 Operating lease right-of-use asset, net 1,053,641 1,331,577 Finance lease right-of-use asset, net 108,682 - Tax receivable 105,205 - Total assets $ 5,971,517 $ 13,034,404 LIABILITIES AND EQUITY Accounts payable $ 1,235,337 $ 924,252 Due to affiliates 5,330 178,966 Operating lease liabilities – Current 281,979 230,027 Finance lease liabilities – Current 44,255 - Total current Liabilities 1,566,901 1,333,245 Deferred grant reimbursement 90,365 123,579 Operating lease liabilities - Long term 852,575 1,156,805 Finance lease liabilities - Long term 64,427 - Total liabilities $ 2,574,268 $ 2,613,629 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 8 8 Additional Paid-in-capital 24,501,933 22,366,725 Accumulated (deficit) ( 21,104,692 ) ( 11,945,958 ) Total stockholders’ equity 3,397,249 10,420,775 Total liabilities and stockholders’ equity (deficit) $ 5,971,517 $ 13,034,404 The accompanying notes are an integral part of these consolidated financial statements. F- 2 EXOZYMES INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 Year ended December 31, 2025 2024 Total operating income - $ - Operating costs: General and administrative costs: Compensation 3,635,756 2,527,772 Professional fees 1,441,659 1,167,249 Information technology 95,989 38,658 General and administrative-other 836,076 329,660 Total general and administrative costs 6,009,480 4,063,339 Research and development costs 3,706,991 1,868,766 Total operating costs 9,716,471 5,932,105 Net operating loss ( 9,716,471 ) ( 5,932,105 ) Other income/(expense): Interest income, net 363,786 77,612 Other income/(expense) 88,746 ( 6,834 ) Change in fair value of SAFE - ( 8 ) Loss before income taxes ( 9,263,939 ) ( 5,861,335 ) Income tax benefit 105,205 - Net loss ( 9,158,734 ) $ ( 5,861,335 ) Net loss per common share – basic and diluted ( 1.09 ) $ ( 0.89 ) Weighted average of common shares outstanding – basic and diluted 8,381,444 6,563,255 The accompanying notes are an integral part of these consolidated financial statements. F- 3 EXOZYMES INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) Years Ended December 31, 2025 and 2024 Shares Amount Capital Deficit Total Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, December 31, 2024 8,367,810 8 22,366,725 ( 11,945,958 ) 10,420,775 Stock based compensation - - 1,649,033 1,649,033 Issuance of common stock for compensation 19,440 - 243,778 - 243,778 Issuance of common stock due to vesting of RSU 7,870 - 95,294 - 95,294 Common stock issued for exercise of options 11,561 - - - - Related party debt forgiveness - - 147,103 - 147,103 Net loss - - - ( 9,158,734 ) ( 9,158,734 ) Balance, December 31, 2025 8,406,681 8 24,501,933 ( 21,104,692 ) 3,397,249 Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, December 31, 2023 6,250,002 6 5,700,298 ( 6,084,623 ) ( 384,319 ) Stock based compensation - - 1,125,639 - 1,125,639 Common stock issued for exercise of options 5,141 - - - - Issuance of common shares 1,987,666 2 14,528,962 - 14,528,964 Issuance of warrants to purchase common shares - - 11,819 - 11,819 Conversion of SAFE to common shares 125,001 - 1,000,007 - 1,000,007 Net loss - - - ( 5,861,335 ) ( 5,861,335 ) Balance, December 31, 2024 8,367,810 8 22,366,725 ( 11,945,958 ) 10,420,775 The accompanying notes are an integral part of these consolidated financial statements. F- 4 EXOZYMES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 Year ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 9,158,734 ) ( 5,861,335 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of Deferred Grant Reimbursement ( 52,913 ) ( 54,359 ) Depreciation of property and equipment 287,961 267,382 Non-cash lease expense 53,367 34,955 Stock-based compensation 1,988,105 1,125,639 Change in fair value of SAFE - 8 Changes in operating assets and liabilities: (Increase) decrease in - Grants receivable 219,923 145,037 Prepaid expenses and other current assets ( 19,096 ) ( 99,028 ) Tax receivable ( 105,205 ) - Increase (decrease) in - Accounts payable and accrued expenses 311,085 221,340 Due to related party ( 26,533 ) ( 4,243,022 ) Tax payable - ( 42,267 ) Net cash (used in) operating activities $ ( 6,502,040 ) ( 8,505,650 ) CASH FLOWS FROM INVESTING ACTIVITIES: Deferred grant reimbursement 19,699 37,235 Purchases of property and equipment ( 169,917 ) ( 396,451 ) Net cash (used in) investing activities $ ( 150,218 ) ( 359,216 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common shares - 14,528,964 Related Party Note - 3,976,860 Issuance of Warrants for Private placement - 11,819 Payments on finance lease obligations ( 27,709 ) - Net cash provided by (used in) financing activities $ ( 27,709 ) 18,517,643 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS ( 6,679,967 ) 9,652,777 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 9,719,310 66,533 CASH AND CASH EQUIVALENTS - END OF YEAR $ 3,039,343 9,719,310 Supplemental disclosures of cash flow information: Interest Expense 6,252 - Income Taxes - - Non-cash investing and financing activities: Conversion of SAFE Note to common shares - 1,000,008 Related party debt forgiveness 147,103 - Right-of-use assets obtained in exchange for new lease liabilities 136,391 The accompanying notes are an integral part of these consolidated financial statements. F- 5 EXOZYMES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Audited) Years ended December 31, 2025 and 2024 1. Organization and Description of Business eXoZymes 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 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. On 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. No business 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”). On October 3, 2024, our board of directors approved a two-for-one (2:1) stock split of our issued and outstanding Common Stock. No fractional shares were issued as a result of the stock split; any fractional share resulting from the stock split was rounded up to the next whole share. As a result of the stock split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by us and outstanding immediately prior to the effective time of the stock split, which resulted in a proportionate decrease in the number of shares of our Common Stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants and a proportionate increase in the exercise price of all such stock options, restricted stock units and warrants. In addition, the number of shares reserved for 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. On 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 to date. Going Concern These 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 $ 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 ) for the years ended December 31, 2025 and 2024, respectively. Management believes that there remains substantial doubt about its 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 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The 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. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. F- 6 Accounting Pronouncements Issued and Not Yet Adopted ASU 2024-03 In 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. ASU 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. ASU 2025-11 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 ASU 2023-07 In 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. The adoption 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. ASU 2023-09 In 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 31, 2025. Use of Estimates The 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. Emerging Growth Company The Company is an “emerging growth company,” or “EGC” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such choice to opt out is irrevocable. The Company has elected to opt out of the extended transition periods. Concentration of Risk The Department of Energy has contributed 86 % and the NIH has contributed 14 % of all grant reimbursements for the year ended December 31, 2025. The Company believes it is not exposed to significant credit risk on government grant funding, based on the nature of eXoZymes’ grant receivables. F- 7 Revenue Recognition The Company primarily generated revenues from its strategic alliances. The strategic alliances with strategic collaborators typically contain multiple elements, including research and other licenses, research and development services, obligations to develop and manufacture pre-commercial and commercial material, and options to obtain additional research and development services. Such arrangements provide various types of payments to us, including upfront fees, and funding of research and development services. Such payments are often not commensurate with the timing of revenue recognition and therefore result in deferral of revenue recognition. The Company analyzes the collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and the collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes its allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. Pursuant to ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 requires significant judgment and estimates and results in changes to, but not limited to: (i) the determination of the transaction price, including estimates of variable consideration, (ii) the allocation of the transaction price, including the determination of estimated selling price, and (iii) the pattern of recognition, including the application of proportional performance as a measure of progress on service-related promises and application of point-in-time recognition for supply-related promises. Cash and Cash Equivalents The Company considers highly liquid investments with original maturities or remaining maturities upon purchase of three months or less to be cash equivalents. There were no cash equivalents held by the Company as of December 31, 2025. The 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”). The Company periodically reviews the financial condition of the financial institutions and assesses the credit risk of such investments. The Company may periodically have cash balances in financial institutions more than the FDIC insurance limits of $ 250,000 . On December 31, 2025, the Company had approximately $ 2,417,721 of cash and unrestricted cash in financial institutions in excess of FDIC insured limits. The Company did not experience any credit risk losses during the years ended December 31, 2025 and 2024. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; F- 8 ● Level 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; and ● Level 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following tables set forth the fair value of the Company’s consolidated financial instruments that were measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024: Schedule of Financial Instruments Measured at Fair Value on Recurring Basis Level 1 Level 2 Level 3 Total December 31, 2025 Level 1 Level 2 Level 3 Total Cash and cash equivalents 2,917,721 - - 2,917,721 Total fair value 2,917,721 - - 2,917,721 The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets. The fair values of cash and cash equivalents, prepaid expenses and other, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as of December 31, 2025 and December 31, 2024. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation is provided using the straight-line method over the following estimated useful lives: Schedule of Property and Equipment Estimated Useful Lives Laboratory equipment 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of the lease duration or the life of the improvements Property and equipment consist of the following as of December 31, 2025 and 2024, respectively: Schedule of Property and Equipment December 31, 2025 December 31, 2024 Laboratory equipment $ 1,397,939 $ 1,277,647 Furniture and fixtures 54,338 54,338 Leasehold improvements 328,786 279,161 Total property and equipment 1,781,063 1,611,146 Less: Accumulated depreciation ( 1,016,662 ) ( 728,701 ) Property and equipment, net $ 764,401 $ 882,445 Depreciation 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. If 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. F- 9 Research Grants eXoZymes 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. Grants 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 of America. Accordingly, no allowance for credit losses on the grants receivable was recorded in the accompanying consolidated financial statements. Summary of grants receivable activity for the years ended December 31, 2025 and 2024, is presented below: Schedule of Grants Receivable Activity December 31, 2025 December 31, 2024 Balance at beginning of period $ 737,282 $ 882,319 Grant costs expensed 1,569,165 2,235,163 Grants for equipment purchased 19,699 43,615 Grant fees 18,830 54,944 Grant funds received ( 1,827,617 ) ( 2,478,759 ) Balance at end of period $ 517,359 $ 737,282 eXoZymes 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. 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. On 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. The U.S. 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. For 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. Grant drawdowns, which includes grants costs expensed, grants for equipment purchased, and grant fees, for the years ended December 31, 2025 and 2024, respectively, totaled $ 1,607,694 and $ 2,333,722 . Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of compensation costs, fees paid to consultants, and other expenses relating to the development of eXoZymes’s technology. For the years ended December 31, 2025 and 2024, research and development costs prior to offset of the grants amounted to $ 5,314,685 and $ 4,202,488 , respectively, which includes 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. F- 10 Patent and Licensing Legal and Filing Fees and Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of its intellectual property are charged to operations as incurred. Patent 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. Related Party and Due to Affiliates Expenses The 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. 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 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 with GAAP. We do not prepare discrete financial information with respect to separate products. Accordingly, we view our business as one reportable operating segment. 3. Equity Equity In 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 . In 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 . In 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 issuance. 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 Description Number of Warrants Exercise Price Expiration Date Balance at 12/31/2024 351,528 4.75 Various ( 2029 ) Issued - - Exercised - - Expired - - Balance at 12/31/2025 351,528 $ 4.75 (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. On 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 . On 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. On 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. 4. Stock-Based Compensation The Company 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. eXoZymes’ 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. 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. On 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 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 5 years. The inputs used to determine the fair value was Common Stock price of $ 3.32 , option exercise price of $ 3.32 , expected life in years of 5 years, with a contract life of 7 years, risk-free rate of 4.20 %, expected annual volatility of 95.85 %, and annual rate of dividends of 0 %. F- 11 On April 1, 2024, stock options to purchase 125,975 shares of Common Stock were granted at an exercise price of $ 8.00 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 5 years. The inputs used to determine the fair value was Common Stock price of $ 8.00 , option exercise price of $ 8.00 , expected life in years of 5 years, with a contract life of 7 years, risk-free rate of 4.34 %, expected annual volatility of 95.38 %, and annual rate of dividends of 0 % . On May 19, 2024, 2,347 stock options were exercised using a cashless exercise option. The individual received a stock option grant of 5,194 shares of which 3,376 shares were vested and exercisable. 1,029 shares were sold using a cashless exercise option to acquire the remaining 2,347 shares. The remaining unvested options totaling 1,818 shares were forfeited. On June 1, 2024, stock options to purchase 444,076 shares of Common Stock were granted at an exercise price of $ 8.00 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 5 years. The inputs used to determine the fair value was Common Stock price of $ 8.00 , option exercise price of $ 8.00 , expected life in years of 5 years, with a contract life of 7 years, risk-free rate of 4.52 %, expected annual volatility of 94.78 %, and annual rate of dividends of 0 % . On December 20, 2024, two individuals exercised their options agreements. Both agreements had identical terms and were exercised on the same date. 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. On 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 % . On 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 % . On 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 % . As 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 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 . A summary of stock option activity during the years ended December 31, 2025 and 2024 is presented below: Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Stock options outstanding on December 31, 2024 1,747,789 4.66 6.13 Granted 295,817 12.17 7.00 Exercised ( 11,561 ) 3.31 5.67 Expired ( 20,776 ) 8.00 5.50 Stock options outstanding on December 31, 2025 2,011,269 $ 5.67 4.76 Stock options exercisable on December 31, 2024 545,043 $ 4.66 6.13 Stock options exercisable on December 31, 2025 999,106 $ 5.67 4.56 F- 12 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 eXoZymes. Because vesting was contingent on events outside of the Company’s control, no compensation expense was recorded prior to vesting. 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. On 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 period. As of December 31, 2025, 10,677 RSUs had vested, representing $ 101,120 of stock-based compensation. On 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 Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (in Years) Restricted stock units outstanding at December 31, 2024 424,656 $ 2.64 8.04 Granted 20,000 9.48 0.83 Exercised ( 7,870 ) 2.81 6.70 Expired - - - Forfeited - - - Restricted stock units outstanding at December 31, 2025 436,786 $ 2.96 6.37 Unvested Restricted stock units, December 31, 2025 426,119 2.80 6.37 Vested Restricted stock units, December 31, 2025 10,667 9.48 6.58 5. Earnings Per Share The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to holders of the Common Stockholders divided by the weighted average of the common shares outstanding for the period. Diluted EPS is like basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss 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 2,799,583 and 1,321,236 shares, respectively. F- 13 Basic and fully diluted earnings (loss) per share is calculated as follows for the years ended December 31, 2025 and 2024: Schedule of Basic and Diluted Earnings (Loss) Per Share December 31, 2025 December 31, 2024 Common shares Common shares Net loss ( 9,158,734 ) $ ( 5,861,335 ) Weighted average shares outstanding – basic and diluted 8,381,444 6,563,255 Net loss per share – basic and diluted ( 1.09 ) $ ( 0.89 ) The following financial instruments were not included in the diluted loss per share calculations as of December 31, 2025 and December 31, 2024 because their effect was anti-dilutive: Schedule of Anti-dilutive Loss Per Share December 31, 2025 December 31, 2024 Warrants to purchase common stock 351,528 351,537 Options 2,011,269 545,043 Restricted stock awards units 436,786 424,656 Total 2,799,583 1,321,236 6. Commitments and Contingencies Legal Claims The Company may be subject to legal claims and actions from time to time as part of its business activities. As of December 31, 2025 and 2024, the Company was not subject to any pending or threatened legal claims or actions. External Risks Associated with the Company’s Business Activities Inflation Risk . The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. Supply 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 Potential Recession . There are various indications that the United States economy may be entering a recessionary period. Also, 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. The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available. 7. Employee Benefit Plans eXoZymes sponsors an individual 401(k) defined contribution plan for the benefit of employees when eligible. The plan allows eligible employees to contribute a portion of their annual compensation, not to exceed annual limits for the employee as established by the Department of Treasury. eXoZymes makes matching contributions for participating employees up to a certain percentage of the employee contributions; matching contributions were funded for the years ended December 31, 2025 and 2024. Benefits under this plan were available to all employees, and employees become fully vested in the employer’s contribution upon receipt. A total of $ 151,092 and $ 111,336 was contributed to the 401 (k) plan for years ended on December 31, 2025 and 2024, respectively. eXoZymes also provides health and related benefit plans for eligible employees. F- 14 8. Exclusive License Agreement (EXoZymes) On April 19, 2019, eXoZymes entered into a license agreement (the “License Agreement”) with The Regents of the University of California (“The Regents”) for patent rights and associated technology relating to the biosynthetic platform being developed by the Company. Certain individuals named as inventors of the patent rights are also the founding stockholders of eXoZymes. One of the founders of eXoZymes was the head of the laboratory which was used in the research and development of patents and associated technology subject to the agreement with The Regents. Under the License Agreement, eXoZymes holds an exclusive license of the patent rights and a non-exclusive license for the associated technology to make, have made, use, have used, sell, have sold, offer for sale, and import licensed products in the field of use. Under the License Agreement, eXoZymes paid an initial license fee and is to pay an annual license fee and royalties on net sales, a minimum annual royalty that is credited against the royalties on net sales, and a percentage of any sublicensing income. The net income royalty commences after the first commercial sale of a licensed product. As of December 31, 2025, there were no accrued royalties recorded. Under the License Agreement, eXoZymes is required to achieve certain development milestones. eXoZymes is obligated to make payments upon the achievement of certain sales thresholds, as defined in the License Agreement. As of December 31, 2025 the development milestones have been met. The following net sales milestone payments have not yet been incurred. The net sales milestones do not have a deadline and are listed below as of December 31, 2025. ● A payment of $ 250,000 when a licensed product reaches $ 1,000,000 in cumulative net sales. ● A payment of $ 350,000 when a second licensed product reaches $ 2,000,000 in cumulative net sales. The Regents have the right terminate the License Agreement for breaches of the License Agreement by eXoZymes. eXoZymes may terminate the License Agreement, in whole or in part as to a particular patent right, at any time by providing notice of termination to The Regents as defined in the License Agreement. The payments made to the Regents in connection with our license agreement with the Regents, from 2019 to December 31, 2025, has aggregated $ 400,211 . This includes payments for patent fees associated with the license and maintenance fees. Under the License Agreement, the Company issued 249,689 shares of Common Stock, then representing four percent of its common equity, as initial consideration. The Company agreed to issue additional shares of Common Stock to The Regents so that The Regents were to own no less than four percent of all outstanding common shares of the Company until the Company received an aggregate amount of $ 5,000,000 from the sale of equity securities. The Company received equity funding of $ 5,000,000 as of June 2022, fulfilling the non-dilution provision of the License Agreement, and no additional common shares are required to be issued to The Regents. eXoZymes accounts for the costs incurred in connection with the License Agreement in accordance with ASC Topic 730, Research and Development. The Company paid license fees for the years ended December 31, 2025 and 2024, respectively, of $ 7,012 and $ 3,389 . 9. Leases 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 payments. 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. For operating leases, the Company records right-of-use assets and corresponding lease liabilities in the consolidated balance sheets for 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 lease costs. The Company had no finance leases as of December 31, 2024 and one finance lease as of December 31, 2025. On April 3, 2023, the Company executed a lease for new office space next to the existing space at eXoZymes in the Los Angeles, California metropolitan area. The lease with a term of 60 months which began on July 1, 2023 and ends on June 30, 2028, without an option to extend. The initial base rent was $ 13,277 per month. The lease provides for annual increases. The base rent for the lease in the final year is $ 14,943 per month. F- 15 In April 2023, eXoZymes made changes to an existing lease agreement, which resulted in an extension of the lease term by an additional 21 months. The revised lease maintained the same escalation rate for lease payments as the previous arrangement. To account for this modification, the Company reevaluated the remaining lease term at the time of execution. As the Company was actively utilizing the premises, adjustments were made to reflect the revaluation of both the right-to-use asset and the corresponding lease liability in line with the updated lease term. This was originally entered into in August 2021, with a term of 60 months beginning on May 1, 2023 and ending on April 30, 2028, with an option to extend for 60 additional months. At the time the lease commenced, it was not probable the Company would exercise the one five-year option to extend the facility lease; therefore, this extension option is not included in the lease analysis. The initial base rent is $ 14,371 per month. The lease provides for annual increases. The base rent for the lease in the final year is $ 16,259 per month. Additionally, eXoZymes is responsible for annual operating cost increases of 2.5 %, which are included in the rent. On October 30, 2023, the Company executed an addendum to the current lease for additional office space in Monrovia, California. The expected 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 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. 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. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate in its lease calculations when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate for a fully collateralized loan with a similar term of the lease that is based on the information available at the inception of the lease. Schedule of Operating Leases December 31, 2025 December 31, 2024 Operating leases: Right-of-use assets $ 1,053,641 $ 1,331,577 Operating lease liabilities $ 1,134,554 $ 1,386,832 Weighted average remaining lease term in years 3.58 4.58 Weighted average discount rate 7.58 % 7.58 % Cash paid for amounts included in the measurement of lease liabilities $ 348,873 $ 339,576 Right-of-use assets obtained in exchange for lease liabilities $ - $ - Finance leases: Right-of-use assets $ 108,682 $ - Finance lease liabilities $ 108,682 $ - Weighted average remaining lease term in years 2.33 Weighted average discount rate 7.54 % Amortization of assets under finance lease $ 27,709 $ - Interest $ 6,252 $ - For the years ended December 31, 2025, and 2024, the Company recognized operating lease expenses of $ 374,531 in each period. 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 as follows: Schedule of Future Payments Due Under Operating and Finance Leases Year Operating Lease Financial Lease 2026 358,428 50,941 2027 368,250 50,941 2028 378,576 16,980 2029 192,828 - Total $ 1,298,082 $ 118,862 Less effects of discounting ( 163,528 ) ( 10,180 ) Total operating lease liabilities $ 1,134,554 $ 108,682 10. Simple Agreement for Future Equity (SAFE) On July 3, 2023, eXoZymes executed a simple agreement for future equity (SAFE) with MDB Capital Holdings LLC which provided funding of $ 785,000 . 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. F- 16 On 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 $ 800,000 . The SAFEs converted by their terms on the sale of the shares of Common Stock in the IPO. 11. Income Taxes Amounts recognized for income taxes are reported in “income tax expense (benefit)” on the consolidated statements of operations. Income tax expense (benefit) consisted of the following: Schedule of Income Tax Expense (Benefit) 2025 2024 Current taxes: Federal $ ( 105,205 ) $ - State - - Deferred taxes: Federal - State - - 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. As of December 31, 2025, the Company’s taxable entities had approximately $ 17,545,871 of net operating loss carryforwards for federal income tax purposes which can be carried forward indefinitely. The company also had approximately $ 17,071,123 of net operating loss carryforwards for California tax purposes which can be carried forward for 20 years. However, for taxable years 2024 through 2026, California has suspended the net operating loss (NOL) deduction for corporations with income subject to California taxation of $1 million or more. Corporations may continue to compute and carry over NOLs during the suspension period, with the carryover period extended for each suspended year. A similar suspension was in place for taxable years 2020 and 2021 but was lifted for 2022. Effective for the year ended December 31, 2025, the Company adopted ASU 2023-09 prospectively. The reconciliation of income tax expense computed at the U.S. 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: Schedule of Reconciliation of the Federal Statutory Tax Rate to the Effective Tax Rate Year Ended December 31, 2025 U.S. federal statutory income tax rate ( 1,950,074 ) 21.00 % State, net of federal tax benefit ( 648,502 ) 6.98 % Nontaxable or nondeductible items Stock options 325,060 - 3.50 % Equity based award vestings ( 1,618 ) 0.02 % Meals & entertainment 4,602 - 0.05 % Other state adjustments 107,971 - 1.16 % Changes in valuation allowances 2,057,356 - 22.16 % Effective rate ( 105,205 ) 1.13 % F- 17 A reconciliation of the federal statutory tax rate to the effective tax rate for the year ended December 31, 2024 is as follows: Year Ended December 31, Year Ended December 31, 2024 2023 U.S. federal statutory income tax rate ( 1,230,880 ) 21.00 % ( 419,185 ) 21.00 % State, net of federal tax benefit ( 409,332 ) 6.98 % ( 118,270 ) 5.93 % Permanent differences 235,127 - 4.01 % 8,069 - 0.40 % Return-to-provision adjustments ( 236 ) 0.00 % ( 155,781 ) 7.80 % Other 264,819 - 4.52 % ( 59,308 ) 2.97 % Valuation allowance 1,140,502 - 19.46 % 786,743 - 39.41 % Income tax expense - 0.00 % 42,267 - 2.12 % Deferred Tax Assets and Liabilities Significant components of the deferred tax assets and liabilities were as follows: Schedule of Significant Components of the Deferred Tax Assets and Liabilities 2025 2024 Year Ended December 31, 2025 2024 Deferred tax assets: Start-up expenditures 13,313 14,792 Sec 174 - Research & development costs 0 1,538,557 Charitable Contribution 5,119 - Lease liability 347,902 388,085 Investment Securities 43,437 43,437 Warrants 67,366 67,366 Bonus expense 198,344 188,820 Net operating loss carryforwards 4,876,812 1,306,652 Valuation allowance ( 5,123,316 ) ( 3,065,959 ) Total deferred tax assets 428,977 481,750 Deferred tax liabilities: Right-of-use asset ( 325,260 ) ( 372,623 ) Property and equipment principally due to differences in depreciation ( 103,717 ) ( 109,127 ) Total deferred tax liabilities ( 428,977 ) ( 481,750 ) Net deferred tax assets/(liabilities) - - F- 18 Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows: 2025 2024 Year Ended December 31, 2025 2024 Deferred tax assets 428,977 481,750 Deferred tax liabilities ( 428,977 ) ( 481,750 ) Other noncurrent assets/(liabilities) - - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At December 31, 2025, based on projections of future taxable income for the periods in which the deferred tax assets are deductible, valuation allowances of approximately $ 5,123,316 were recorded for tax carryforwards and attributes to reduce the net deferred tax assets to an amount that is more likely than not to be recognized. The amount of deferred tax assets considered realizable could be reduced in the future if estimates 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, 2025 and December 31, 2024. The tax years 2022 – 2025 remain open to examination for federal income tax purposes. 12. Subsequent Events The Company has evaluated subsequent events through March 30, 2026, the date on which these consolidated financial statements were issued. Subsequent 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. On 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 . F- 19 PART IV Item 15. Exhibits and Financial Statement Schedules a. Financial statements Reference is made to the index and Financial Statements under Item 8 in Part II hereof where these documents are listed. b. Financial Statement Schedules No financial statement schedules are filed herewith because (i) such schedules are not required, or (ii) the information has been presented in the financial statements. Item 16. Form 10-K Summary The Company has elected not to provide the summary of information under this item. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in Monrovia, California, on its behalf by the undersigned, thereunto duly authorized. EXOZYMES INC. (the “Registrant”) Dated: March 30, 2026 By: /s/ Michael Heltzen Michael Heltzen President and Chief Executive Officer (Principal Executive Officer) Dated: March 30, 2026 By: /s/ Fouad Nawaz Fouad Nawaz Vice President, Finance (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Dated: March 30, 2026 By: /s/ Michael Heltzen Michael Heltzen President and Chief Executive Officer (Principal Executive Officer) Dated: March 30, 2026 By: /s/ Fouad Nawaz V ice President, Finance (Principal Financial and Accounting Officer) Dated: March 30, 2026 By: /s/ Christopher A. Marlett Christopher A. Marlett, Chairman of the Board and Director Dated: March 30, 2026 By: /s/ Anthony DiGiandomenico Anthony DiGiandomenico, Director Dated: March 30, 2026 By: /s/ James U. Bowie James U. Bowie, Director Dated: March 30, 2026 By: /s/ James J. Lalonde James J. Lalonde, Director Dated: March 30, 2026 By: /s/ Lon E. Bell Lon E. Bell, Director Dated: March 30, 2026 By: /s/ Edgardo Rayo Edgardo Rayo, Director 53 EXHIBITS Exhibit Number Description of Exhibit 1.1 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. 333-276987). 3.1 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. 333-276987). 3.2 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. 333-276987). 3.3 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. 333-276987). 3.4 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. 333-276987). 3.5 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. 333-276987). 3.6 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. 4.1 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. 333-276987. 4.3 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). 10.1+ 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. 333-276987). 10.2+ 2020 Equity Incentive Award Plan (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1, Registration Statement No. 333-276987). 10.3 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. 333-276987). 10.4+ 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. 333-276987). 10.5+ 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. 333-276987). 10.6+ 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). 10.7+* Form of Executive Employment Agreement 54 14.1 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. 333-276987). 19.1 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.) 21.1* Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Form 10-K Report for the Fiscal Year Ended December 31, 2024.) 23.1* Consent of Independent Registered Public Accounting Firm 31.1 * 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. 31.2 * 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. 32.1** 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. 32.2** 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. 99.1 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.) 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates a management contract or compensatory plan. * Filed herewith. ** Furnished herewith. 55