What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-19 · 748 added, 688 removed, 175 unchanged (89% of the section changed)

Financial Statements

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

BALANCE SHEETS

September 30,

KLOTHO NEUROSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets:

1 unchanged sentence

Total current assets

Intangible assets:

Other assets:

Total other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Notes payable

Other liabilities

Total current liabilities

6 unchanged sentences

Common stock, par value $ 0.0001 , 1,000,000,000 shares authorized;

19,863,515 and 15,130,393 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

28,510,632 and 15,130,393 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Common stock to be issued

Accumulated deficit

3 unchanged sentences

Total liabilities and stockholders’ equity

accompanying notes to the unaudited consolidated financial statements.

NEUROSCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

Three Months Ended

March 31, 2025

March 31, 2024

Operating expenses:

1 unchanged sentence

General and administrative

Share-based compensation

Total operating expenses

1 unchanged sentence

( 1,586,968 )

( 3,688,584 )

Other income (expense):

1 unchanged sentence

Change in fair value of warrant liability

Loss on conversion of debt

Other income (expense)

4 unchanged sentences

$ ( 672,044 )

$ ( 144,111 )

$ ( 4,083,109 )

$ ( 580,983 )

Net loss per share:

Basic and Diluted

Weighted average common shares outstanding – basic and diluted

accompanying notes to the unaudited consolidated financial statements.

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Weighted average common shares outstanding

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

1 unchanged sentence

(Series B, C and D)

Balance, January 1, 2024, Revised

$ ( 3,923,677 )

Retroactive application of merger

( 1,318,672 )

( 1,014,429 )

Adjusted balance, beginning of period*

( 3,923,677 )

Public warrants assumed from SPAC

Private warrants assumed from SPAC

Share-based compensation

( 1,123,683 )

Balance June 30, 2024

$ ( 5,536,110 )

Balance, January 1, 2024*

$ ( 3,923,677 )

Conversion of Notes Payable

Warrant conversion

Share-based compensation

( 2,959,426 )

Balance at September 30, 2024 (unaudited)

Cancelled preferred B shares

Stock dividends

Adjustment from reverse merger application*

Balance at March 31, 2024*

$ ( 4,597,632 )

Preferred Stock

Stockholder’s

January 1, 2023 as recast

$ ( 3,216,219 )

application of merger

(Series B, C and D)

Balance, January 1, 2025

$ ( 10,562,799 )

balance, beginning of period at 6/21/2024

Share-based compensation

Issuance of shares for note payable conversions

Issuance of equity warrants in connection with convertible debt

Termination of shares issued during merger under FPA agreement

( 2,233,982 )

at September 30, 2023, Revised

( 2,233,982 )

at December 31, 2023 (unaudited)

Balance at March 31, 2025

$ ( 12,796,781 )

as a result of the business combination as recast, the shares of the Company’s common stock prior to the Business Combination (refer to Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination on 6/21/24.

accompanying notes to the unaudited consolidated financial statements.

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

as a result of the business combination as recast, the shares of the Company’s common stock prior to the Business Combination (refer

to Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination on

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Changes in fair value of warrant liability

Commitment fee

Stock-based compensation

Interest expense

Loss on conversion of note payable

Share-based compensation

Changes in operating assets and liabilities:

6 unchanged sentences

$ ( 1,553,747 )

$ ( 247,406 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of patents

Acquisition of licenses

Net cash used in investing activities

Acquisition of drug license

Net cash (used in) provided by investing activities

$ ( 123,496 )

1 unchanged sentence

Proceeds from convertible promissory note

Proceeds from sales of stocks and warrants, net

Proceeds from related party loans

Proceeds from shareholders

Merger proceeds net of transaction cost

Repayment of advance to shareholder

Payments for deferred financing cost

Proceeds from FPA purchase by a third party

Payments on financed director and officer insurance

Proceeds from stock subscriptions

Net cash provided by financing activities

5 unchanged sentences

Interest payable settled with issuance of common stock

Non-cash directors and officers insurance

Non-cash PIPE Funds used for merger transaction close

Commitment fee paid in stock

Assumed warrant liability from merger

Assumed income tax payable

Warrant conversion

Issuance of warrants

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest Paid

accompanying notes to the unaudited consolidated financial statements.

NEUROSCIENCES, INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

See accompanying notes to

the unaudited condensed consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

AND BUSINESS DESCRIPTION

Neurosciences, Inc.

(“The Company” or “Klotho”), formerly known as ANEW Medical, Inc., develops essential medicines

for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders.

The Company currently has acquired

two licensed platforms:

a generic drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and

two proprietary, patented technologies involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a

gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

September 12, 2022, the Company acquired five market-approved anti-cancer drugs approved for sale in Germany.

The Market Authorizations

(MA’s) are for four of the drugs that comprise the “FOLFOX” and “FOLFIRI” multi-drug regimens used in treatment

of metastatic colorectal and gastric cancer and in two of the drugs that are used to treat metastatic lung cancer.

The drugs are important

in the treatment of many solid tumors in both childhood and adult cancers.

Previously, the Company acquired two off-patent bio generic

antibodies from Reliance Life Sciences (RLS), the life science arm of Reliance Industries Pvt Ltd.

Klotho Neurosciences, Inc.

(“The Company”

or “Klotho”), formerly known as ANEW Medical, Inc., develops essential medicines for the treatment of chronic diseases –

cancer, cardiovascular, and neurodegenerative disorders.

The Company currently has acquired two licensed platforms:

a generic drug portfolio

and a biosimilar biologics platform that uses biologic therapies to treat cancer, and a proprietary, patented gene therapy platform that

uses a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative

On September 12, 2022, the Company acquired five

market-approved anti-cancer drugs approved for sale in Germany.

The Market Authorizations (MA’s) are for four of the drugs

that comprise the “FOLFOX” and “FOLFIRI” multi-drug regimens used in treatment of metastatic colorectal and gastric

cancer and in two of the drugs that are used to treat metastatic lung cancer.

The drugs are important in the treatment of many solid tumors

in both childhood and adult cancers.

Previously, the Company acquired two off-patent bio generic antibodies from Reliance Life Sciences

(RLS), the life science arm of Reliance Industries Pvt Ltd.

of Navi Mumbai, India.

January 2023, the Company acquired a treatment for small drug molecules that bind to the melanocortin receptors on human cells and affect

skin pigmentation.

Effective July 24, 2024, the Company changed its legal name from ANEW

Medical, Inc.

Effective July 24, 2024, the Company changed its

legal name from ANEW Medical, Inc.

to Klotho Neurosciences, Inc.

This name change was approved by the Company’s Board of Directors to better reflect

the strategic focus of its proprietary products.

Throughout these financial statements, references to the “Company” refer

to Klotho Neurosciences, Inc., formerly known as ANEW.

Under certain circumstances, references to ANEW have remained when useful in describing

the sequence of events that occurred during the merger between Redwoods and ANEW.

As of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation

and a special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., a Wyoming corporation (“Merger Sub”)

and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement, which was amended as

of November 4, 2023 (the “Business Combination Agreement”).

On June 21, 2024 (the “Closing Date”), Merger Sub

merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the “Business

Combination”).

In connection with the Business Combination, on June 21, 2024, Redwoods filed its Second Amended Certificate of Incorporation

with the Delaware Secretary of State, and adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which

replaced Redwoods’ Charter and Bylaws in effect as of such time.

In connection with the closing of the Business Combination (the

“Closing”), Redwoods changed its name to “ANEW Medical, Inc.”

For accounting purposes, the transactions contemplated by the Business

Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer ANEW (Wyoming)

will become the historical financial statements of the Company.

Under this method of accounting, Redwoods was treated as the

acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of the

Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods

were stated at historical cost with no goodwill or other intangible assets recorded.

This name change was approved by the Company’s Board of Directors

to better reflect the strategic focus of its proprietary products.

Throughout these financial statements, references to the “Company”

refer to Klotho Neurosciences, Inc., formerly known as ANEW Medical, Inc (ANEW).

Under certain circumstances, references to ANEW have

remained useful when describing the sequence of events that occurred during the merger between Redwoods and ANEW.

Business Combinations

As of May 30, 2023, Redwoods Acquisition Corp.,

a Delaware corporation and a special purpose acquisition company (“Redwoods”), ANEW Medical Sub, Inc., a Wyoming corporation

(“Merger Sub”) and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement,

which was amended as of November 4, 2023 (the “Business Combination Agreement”).

On June 21, 2024 (the “Closing Date”),

Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the

“Business Combination”).

In connection with the Business Combination, on June 21, 2024, Redwoods filed its Second Amended

Certificate of Incorporation with the Delaware Secretary of State and adopted the amended and restated bylaws (the “Amended and

Restated Bylaws”), which replaced Redwoods’ Charter and Bylaws in effect as of such time.

In connection with the closing of

the Business Combination (the “Closing”), Redwoods changed its name to “ANEW Medical, Inc.”

For accounting purposes, the transactions contemplated

by the Business Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer

ANEW (Wyoming) will become the historical financial statements of the Company.

Under this method of accounting, Redwoods was

treated as the acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated

as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

Recapitalization

In connection with the merger, the Company issued six million

shares in exchange for all of the outstanding shares of ANEW.

At $ 10 per Redwood’s share, the valuation of ANEW was $ 60 million.

Immediately after giving effect to the Business Combination, 15,130,393

shares of Company Common Stock were outstanding, from which 2,875,000 remain in escrow for the Redwoods founders.

In addition, there were

12,030,000 warrants immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants.

Following the Closing,

on June 21, 2024, the Company’s Common Stock and Warrants began trading on the Nasdaq under the symbols “WENA” and “WENAW,”

respectively.

The Public Units of Redwoods automatically separated into the component securities upon consummation of the Business Combination

and, as a result, no longer trade as a separate security.

Further, upon closing of the Business Combination on June 21, 2024, the Company

received approximately $ 181,339 in net cash proceeds.

During the three months ended September 30, 2024, the Company determined there was

an additional approximate $ 8,500 cash.

pursuant to the terms of the Business Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

● The total consideration paid at Closing (the “Merger

Consideration”) by Redwoods to ANEW Medical, Inc.

security holders was 6,000,000 shares of the Company common stock valued at $ 60

million (the “Consideration Shares”), based on an implied ANEW equity value of $ 60,000,000 valued at $ 10 per share;

● Each share of ANEW Medical Common Stock, if any, that was

owned by Redwoods, Merger Sub, ANEW Medical, Inc.

or any other affiliate of Redwoods immediately prior to the effective time of the Merger

(the “Effective Time”) was automatically cancelled and retired without any conversion or consideration;

● Each share of Merger Sub common stock, par value $ 0.0001

per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into

one newly issued share of Common Stock of the Surviving Corporation.

In connection with the Merger,

the Company entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “Redwoods PIPE Investors”) for an aggregate of 750,000 shares (bonus free trading shares and restricted

shares issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”)

In connection with the merger, the Company issued

six million shares in exchange for all the outstanding shares of ANEW.

At $ 10 per Redwood’s share, the valuation of ANEW was

$ 60 million.

Immediately after giving effect to the Business

Combination, 15,130,393 shares of Company Common Stock were outstanding, from which 2,875,000 remained in escrow for the Redwoods founders.

In addition, there were 12,030,000 warrants immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants.

Following the Closing, on June 21, 2024, the Company’s Common Stock and Warrants began trading on the Nasdaq under the symbols “WENA”

and “WENAW,” respectively.

The Public Units of Redwoods automatically separated into the component securities upon consummation

of the Business Combination and, as a result, no longer trade as a separate security.

Further, upon the closing of the Business Combination

on June 21, 2024, the Company received approximately $ 181,339 in net cash proceeds.

At Closing, pursuant to the terms of the Business

Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

total consideration paid at Closing (the “Merger Consideration”) by Redwoods to ANEW Medical, Inc.

security holders was 6,000,000

shares of the Company common stock valued at $ 60 million (the “Consideration Shares”), based on an implied ANEW equity value

of $ 60,000,000 valued at $ 10 per share;

share of ANEW Medical Common Stock, if any, that was owned by Redwoods, Merger Sub, ANEW Medical, Inc.

or any other affiliate of Redwoods

immediately prior to the effective time of the Merger (the “Effective Time”) was automatically cancelled and retired without

any conversion or consideration;

share of Merger Sub common stock, par value $ 0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately

prior to the Effective Time was converted into one newly issued share of Common Stock of the Surviving Corporation.

In connection with the Merger, the Company

entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the

“Redwoods PIPE Investors”) for an aggregate of 750,000 shares (bonus free trading shares and restricted shares

issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”)

for an aggregate purchase price of $ 2,000,000 (the “Redwoods PIPE Financing”).

4 unchanged sentences

the Redwoods PIPE Financing funds.

In connection with the Merger,

the Company entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “ANEW PIPE Investors”) for an aggregate of 854,257 units (bonus free trading shares and restricted shares

issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”)

for an aggregate purchase price of $ 2,000,000 (the “ANEW PIPE Financing”).

Upon the closing of the

ANEW PIPE Financing (which closed in connection with the closing of the Merger), $ 1,000,000 was used by the Company to

settle transaction costs.

The Company received approximately $ 950,000 in cash proceeds and recorded a receivable of $ 50,000 from the ANEW

PIPE Financing funds.

Concurrent with Closing,

certain ANEW stockholders may be entitled to up to an additional 5,000,000 shares of Company Common Stock (the “ Contingent Consideration

Shares ”), upon the following conditions being met:

(i) 2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing;

2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing;

1,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.

accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to June

21, 2024 and reflected as such as of September 30, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par

value per share, issued to ANEW’s stockholders in connection with the merger.

As such, the shares and corresponding capital amounts

and earnings per share related to ANEW’s common stock prior to the merger have been retroactively restated as shares reflecting

the exchange ratio established in the merger.

For accounting purposes, the Merger was treated as the equivalent of the

Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods

were stated at historical cost with no goodwill or other intangible assets recorded.

In connection with the Merger, in addition to

the warrants, ANEW Medical assumed $ 589,081 in cash and $ 568,111 in income tax payable.

The income tax payable of $ 568,111 was

settled in full as of September 30, 2024 from the assumed $ 589,081 cash.

NOTE 2 — SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

The $ 2,000,000 note has been converted into shares and considered as paid in full as of December 31,

In connection with the Merger, the Company

entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the “ANEW

PIPE Investors”) for an aggregate of 854,257 units (bonus free trading shares and restricted shares issued at closing),

with each unit consisting of one share of Company common stock (the “PIPE Shares”) for an aggregate purchase

price of $ 2,000,000 (the “ANEW PIPE Financing”).

Upon the closing of the ANEW PIPE Financing (which

closed in connection with the closing of the Merger), $ 1,000,000 was used by the Company to settle transaction costs.

Company received approximately $ 950,000 in cash proceeds and recorded a receivable of $ 50,000 from the ANEW PIPE Financing funds.

$ 2,000,000 note has been converted into shares and considered as paid in full as of December 31, 2024.

Certain ANEW stockholders may be entitled to up

to an additional 2,000,000 shares of Company Common Stock (the “ Contingent Consideration Shares ”), upon the following

conditions being met:

(i) 1,000,000

Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $ 15.00 for 10 trading

days within a 20 -day trading period in the first three years following the Closing;

(ii) 1,000,000

Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $ 20.00 for 10 trading

days within a 20 -day trading period in the first five years following the Closing.

In accordance with guidance applicable to these

circumstances, the equity structure has been restated in all comparable periods up to June 21, 2024 and reflected as such as of December

31, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to ANEW’s

stockholders in connection with the merger.

As such, the shares and corresponding capital amounts and earnings per share related to ANEW’s

common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.

For accounting purposes, the Merger was

treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

In connection

with the Merger, in addition to the warrants, ANEW Medical assumed $ 589,081 in cash and $ 568,111 in income tax payable.

The income tax payable of $ 568,111 was settled in full as of December 31, 2024 from the assumed $ 589,081 cash.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Going Concern

The accompanying unaudited consolidated financial

statements have been prepared as if the Company will continue as a going concern.

The Company has incurred significant operating losses

and negative cash flows from operations since inception.

As of September 30, 2024, the Company had cash of approximately $ 51,000 and an

accumulated deficit of approximately $ 8.5 million.

The Company has incurred recurring losses, has experienced recurring negative

operating cash flows, and requires significant cash resources to execute its business plans.

The Company is dependent on obtaining additional

working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue

Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for

twelve months from the date of these financial statements.

of Presentation and Principles of Consolidation

Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

The Company prepared the Financial Statements,

without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s

opinion, all adjustments necessary to present fairly the financial information.

The accompanying unaudited condensed consolidated

financial statements have been prepared as if the Company will continue as a going concern.

The Company has incurred significant operating

losses and negative cash flows from operations since inception.

As of March 31, 2025, the Company had cash of approximately $ 566,000 and

an accumulated deficit of approximately $ 12.8 million.

The Company has incurred recurring losses, has experienced recurring

negative operating cash flows, and requires significant cash resources to execute its business plans.

The Company is dependent on obtaining

additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans

and continue operations.

Without additional funding, there is substantial doubt about the Company’s ability to continue as a going

concern for twelve months from the date of these financial statements.

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial

statements in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant

to the rules and regulations of the SEC.

The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations

of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s opinion, all adjustments necessary to

present fairly the financial information.

All such adjustments are of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted

accounting principles, have been consolidated or omitted as permitted by such rules and regulations.

These Financial Statements should

be read in conjunction with the consolidated financial statements and related notes included in the 2023 Annual Report.

Results of operations

for interim periods are not necessarily indicative of annual results.

Certain information and footnote disclosures

normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been consolidated

or omitted as permitted by such rules and regulations.

These Financial Statements should be read in conjunction with the consolidated

financial statements and related notes included in the 2024 Annual Report.

Results of operations for interim periods are not necessarily

indicative of annual results.

Reclassification

prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation.

reclassifications had no effect on previously reported results of operations and were not material.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions

from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

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 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

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 election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

preparation of unaudited consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks,

which have original maturities of three months or less and are readily convertible to known amounts of cash.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of September 30, 2024, the Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”)

Accounting Standards Update (“ASU”) ASC 820, Fair Value Measurement.

Fair value is the price the Company would receive

to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.

uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used

for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are

described below:

prices in active markets for identical assets or liabilities.

other than quoted prices that are observable for the asset or liability, either directly or indirectly;

these include quoted prices

for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that

are not active.

inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment

and considers factors specific to the asset or liability.

Financial assets and liabilities are classified in their entirety based on

the most conservative level of input that is significant to the fair value measurement.

Certain prior year amounts have been reclassified

for comparative purposes to conform to the current-year financial statement presentation.

These reclassifications had no effect on previously

reported results of operations and were not material.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (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 including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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 (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 election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it

has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated

financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand,

demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months

or less and are readily convertible to known amounts of cash.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

As of March 31, 2025, the Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The assets and liabilities are valued using a

fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)

ASC 820, Fair Value Measurement.

Fair value is the price the Company would receive to sell an asset or pay to transfer a liability

in an orderly transaction with a market participant at the measurement date.

The Company uses a three-level hierarchy established

by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach,

income approach and cost approach).

The levels of the fair value hierarchy are described below:

Quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly;

these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company’s assessment of the significance

of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to

the fair value measurement.

Fair value measurements at reporting date using:

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Significant unobservable inputs

Representative warrant liabilities, September 30, 2024

Representative warrant liabilities, March 31, 2025

Representative warrant liabilities, December 31, 2024

following tables present a reconciliation of the Level 3 Private Warrants liabilities:

Nine Months Ended

September 30,

Representative warrant liabilities, January 1

Issuances/Assumptions

Change in fair value

Representative warrant liabilities, September 30

The following tables present a reconciliation

of the Level 3 Private Warrants liabilities:

Three Months Ended

September 30,

Representative warrant liabilities, July 1

Representative warrant liabilities, January 1

Change in fair value

Representative warrant liabilities, September 30

Company’s intangible assets consist of acquired medical licenses and patents.

The Company acquires medical licenses for the treatment of medical

conditions to market and sell in the future.

Representative warrant liabilities, March 31

Intangible Assets

The Company’s intangible assets consist

of acquired medical licenses and patents.

The Company acquires medical licenses for the

treatment of medical conditions to market and sell in the future.

The initial asset cost is the cost to acquire the license.

Once in use, the Company amortizes

the license cost over the useful life using the straight-line method.

As part of the licensing agreements, the Company acquires patents

and records the cost to acquire patents as the initial asset cost.

Once the patents are approved and in use, assuming no litigations expenses,

the Company amortizes the patent cost over the useful life using the straight-line method.

The amortization period will not exceed the

lifespan of the protection afforded by the patent.

If the expected useful life of the patent is even shorter, the Company will use the

useful life for amortization purposes.

Thus, the shorter of a patent’s useful life or legal life will be used for the amortization

of Long-Lived and Intangible Assets

The Company assesses the impairment of long-lived and intangible assets

periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

the Company amortizes the license cost over the useful life using the straight-line method.

As part of the licensing agreements, the Company

acquires patents and records the cost to acquire patents as the initial asset cost.

Once the patents are approved and in use, assuming

no litigation expenses, the Company amortizes the patent cost over the useful life using the straight-line method.

The amortization period

will not exceed the lifespan of the protection afforded by the patent.

If the expected useful life of the patent is even shorter, the

Company will use the useful life for amortization purposes.

Thus, the shorter of a patent’s useful life or legal life will be used

for the amortization period.

Impairment of Long-Lived and Intangible Assets

The Company assesses the impairment of long-lived

and intangible assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value

may not be recoverable.

Factors considered important, which could trigger an impairment review, include the following:

significant underperformance relative to

historical or projected future cash flows;

significant changes in the manner of use of the assets or the strategy of the overall business;

significant underperformance

relative to historical or projected future cash flows;

significant changes in the manner of use of the assets or the strategy of the overall

and significant negative industry trends.

When management determines that the carrying value of long-lived and intangible assets may not

be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value.

Management is

not aware of any other impairment charges that may currently be required;

When management determines that the carrying value of long-lived and intangible assets

may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value.

is not aware of any other impairment charges that may currently be required;

however, the Company cannot predict the occurrence of events

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change and a long-lived or intangible asset is deemed impaired, an impairment loss will be immediately recognized in the statements of

At December 31, 2023, the date of the last impairment test, it was determined that the estimated fair value of the intangible

assets exceeded the carrying value of the assets by 50 %, indicating no impairment.

Company is in a pre-revenue state and does not generate revenue.

When the Company commences to derive revenue, those contracts will be

accounted in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic ASC 606).

Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, “Income Taxes”.

this method, income tax expense is recognized as the amount of:

(i) taxes payable or refundable for the current year and (ii) future

tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and

liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment

A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is

more likely than not that some portion or all of the deferred tax assets will not be realized.

Company is subject to Income tax filings requirements in U.S.

At December 31, 2024, the date of the last impairment test, the Company determined that the license related to Teleost Biopharmaceutic,

LLC was impaired and recognized an impairment expense of $ 10,000 as of December 31, 2024.

The Company determined that the estimated fair

value of all other intangible assets exceeded their carrying value, indicating no impairment.

Revenue Recognition

The Company is in a pre-revenue state and does

not generate revenue.

When the Company commences to derive revenue, those contracts will be accounted in accordance with ASU 2014-09,

Revenue from Contracts with Customers (Topic ASC 606).

The Company uses the asset and liability method

of accounting for income taxes in accordance with ASU 740, “Income Taxes”.

Under this method, income tax expense is recognized

as the amount of:

(i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences

between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those

temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance is provided to reduce

the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the

deferred tax assets will not be realized.

The Company is subject to Income tax filings requirements

federal and various state jurisdictions.

The Company’s tax returns

for years from 2021, 2022, and 2023 are subject to U.S.

The Company’s tax returns for years from 2022, 2023 and 2024 are subject

federal, state, and local income tax examinations by tax authorities.

Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations.

The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company

resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.

Loss Per Share (Basic and Diluted)

net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period.

loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares

that would have been outstanding if the common share equivalents had been issued, if dilutive.

following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding,

and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding,

because their inclusion would have been anti-dilutive:

For the Nine Months Ended

September 30,

The Company reports income tax related interest

and penalties within the income tax line item on the consolidated statements of operations.

The Company likewise reports the reversal

of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain

tax positions in a manner favorable to the accruals.

Net Loss Per Share (Basic and Diluted)

Basic net loss per share is computed by dividing

net loss by the weighted average number of shares outstanding during the period.

Diluted net loss per share is computed by dividing net

loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the

common share equivalents had been issued, if dilutive.

The following table details the net loss per share

calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that

are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive:

For the Three Months Ended

$ ( 2,233,982 )

$ ( 672,044 )

Weighted average shares outstanding (denominator for basic earnings per share)

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)

Basic loss per share

Diluted loss per share

following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion

would have been anti-dilutive:

For the Nine Months Ended

September 30,

Weighted-average common shares outstanding, basic and diluted

Basic and diluted loss per share

The following common share equivalents are excluded

from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

For the Three Months Ended

Total potentially dilutive shares

and Development Cost

and development (R&D) costs are expensed as incurred.

R&D costs are related to the Company’s internally funded development

of the Company medical licenses and patents.

The Company R&D costs were $ 0 for the three and nine months ended September

30, 2024 and 2023, respectively.

Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) No.

The Company issues restricted stock

to employees and consultants for their services.

Cost for these transactions are measured at the fair value of the equity instruments

issued at the date of grant.

These shares are considered fully vested and the fair market value is recognized as an expense in the period

The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued

for services.

For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service

Company recorded share-based compensation of $ 1,990,366 and $ 100,000 for the nine months ended September 30, 2024, and 2023, respectively.

of September 30, 2024, the fair value of the Representative Warrant liabilities was $ 21,200 based on the closing price of the warrants

on The Nasdaq Capital Market.

The fair value of the Representative Warrants was approximately $ 0.04 per Representative Warrant, which

was based on the relative fair value to the Public Warrants.

During the quarter, our Public and Private Warrants met the conditions necessary

to adjust the exercise price and the redemption trigger price.

As of September 30, 2024, the exercise price was $ 3.49 per warrant, and

the redemption trigger price was $ 5.01 .

During the three months ended September 30, 2024, the fair value of the Representative warrants

decreased by $ 41,022 .

During the three months

ended September 30, 2024, a warrant holder exercised 130,000 warrants issued as part of the Series D Preferred Shares related to the Business

Combination, with a total value of $ 96,200 , valued as of September 27, 2024.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

of related party transactions.

to Section 850-10-20 the related parties include (a) affiliates of the Company;

(b) entities for which investments in their equity securities

would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,

to be accounted for by the equity method by the investing entity;

trusts that are managed by or under the trusteeship of management;

Research and Development Cost

Research and development (R&D) costs are expensed

R&D costs are related to the Company’s internally funded development of the Company medical licenses and patents.

Company R&D costs were $ 0 for the three and Three Months ended March 31, 2025 and 2024, respectively.

Share-based Compensation

The Company accounts for share-based compensation

in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) No.

The Company issues restricted stock to employees and consultants for their services.

Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant.

These shares are considered

fully vested and the fair market value is recognized as an expense in the period granted.

The Company recognized consulting expenses and

a corresponding increase to additional paid-in-capital related to stock issued for services.

For agreements requiring future services,

the consulting expense is to be recognized ratably over the requisite service period.

The Company recorded share-based compensation

of $ 495,500 and $ 278,251 for the Three Months ended March 31, 2025, and 2024, respectively.

As of March 31, 2025, the fair value of the Representative

Warrant liabilities was $ 10,971 based on the closing price of the warrants on The Nasdaq Capital Market.

The fair value of the Representative

Warrants was approximately $ 0.02 per Representative Warrant, which was based on the relative fair value to the Public Warrants.

the three months ended March 31, 2025, the fair value of the Representative warrants decreased by $ 13,515 .

Related Parties

The Company follows subtopic 850-10 of the FASB

Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties

include (a) affiliates of the Company;

(b) entities for which investments in their equity securities would be required, absent the election

of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method

by the investing entity;

the trusteeship of management;

(d) principal owners of the Company;

(e) management of the Company;

(f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies

of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

(g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership

interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting

parties might be prevented from fully pursuing its own separate interests.

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the

preparation of consolidated or combined financial statements is not required in those statements.

(f) other parties with which the Company

may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one

of the transacting parties might be prevented from fully pursuing its own separate interests;

and (g) other parties that can significantly

influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting

parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully

pursuing its own separate interests.

The financial statements shall include disclosures

of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary

course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements

is not required in those statements.

The disclosures shall include:

the nature of the relationship(s) involved;

(b) description of the transactions, including transactions to which no amounts or nominal

amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary

to an understanding of the effects of the transactions on the financial statements;

the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that

used in the preceding period;

and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not

otherwise apparent, the terms and manner of settlement.

Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s consolidated financial statements.

NOTE 3 — PREPAID

Prepaid expenses consist of prepayment of the premium on Directors

and Officers insurance.

As of September 30, 2024 and December 31, 2023, prepaid expenses totaled $ 103,750 and $ 3,840 , respectively, in

the accompanying consolidated balance sheets.

NOTE 4 — INTANGIBLE

assets consisted of the following:

(a) the nature of the relationship(s) involved;

(b) description of

the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income

statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial

(c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of

any change in the method of establishing the terms from that used in the preceding period;

and (d) amounts due from or to related parties

as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Segment Information

Operating segments are defined as components of an enterprise for which

separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”) or decision-making

group in deciding how to allocate resources and in assessing performance.

The Company views its operations and manages its business as

one operating and reporting segment, which is the business of research and development of essential medicines for the treatment of chronic

diseases – cancer, cardiovascular, and neurodegenerative disorders.

See Note 11 Segment Information for additional information.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial

Instruments – Credit Losses, which requires entities to estimate all expected credit losses for financial assets measured

at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions, and

reasonable and supportable forecasts.

The Company adopted this guidance on January 1, 2023.

The adoption of this accounting standard did

not have an impact on the Company’s consolidated financial statements as the Company is in a pre-revenue state and does not generate

revenue and has no receivables from third party.

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires incremental disclosure of segment information

on an interim and annual basis.

This ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024.

Retrospective application to all prior periods presented in the financial

statements is required for public entities.

The Company adopted ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures

of significant segment expenses and other segment items as well as incremental qualitative disclosures.

NOTE 3 — PREPAID EXPENSES

Prepaid expenses consist of prepayment of the

premium on Directors and Officers insurance.

As of March 31, 2025 and December 31, 2024, prepaid expenses totaled $ 121,843 and $ 94,070 ,

respectively, in the accompanying condensed consolidated balance sheets.

NOTE 4 — INTANGIBLE ASSETS

Intangible assets consisted of the following:

Intangible Assets

September 30,

Non-Exclusive License Agreement

Proprietary pharmaceutical drugs

Various generic drugs

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Total intangible assets

Intangible assets are

Intangible assets are as follows:

● Non-Exclusive

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calendar year.

At September 30, 2024, the Company paid $ 179,821 under the agreement.

● Proprietary Pharmaceutical Drugs ($ 10,000 ) – On January 27, 2023, the Company signed a License Agreement with Teleost Biopharmaceutic, LLC to acquire various assets for the Company’s proprietary pharmaceutical program segment.

The license includes the use of patented small drug molecules that bind to the melanocortin receptors on human cells and affect skin pigmentation.

The terms include a $ 10,000 fee for signing the agreement and a $ 50,000 pay ment on January 27, 2024.

The Company will pay for all new patent costs for new discoveries and new treatments.

The Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval.

In addition, the Company will make royalty payments on the net sales for commercial products.

Beginning in 2025, the Company will also pay patent and license maintenance fees.

The amount due under the agreement was $ 10,000 at September 30, 2024.

The License Agreement with Teleost Biopharmaceutic, LLC was terminated as of November 8, 2024.

See note 11- subsequent events for additional detail.

Generic Drugs ($ 736,983 ) - During 2015, the Company acquired two licenses for two licensed platform technologies, a biosimilar

biologics platform that uses biologic therapies to treat cancer – recombinant antibodies, and a gene therapy platform which uses

a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

The value of the licenses was $ 736,983 at September 30, 2024.

The value of the licenses was $ 179,821 at March 31, 2025 and December 31, 2024, respectively.

Generic Drugs ($ 736,983 ) - During 2015, the Company acquired two licenses for biosimilar biologic therapies to treat cancer and

autoimmune diseases.

The value of the licenses was $ 736,983 at March 31, 2025 and December 31, 2024, respectively.

Generic Drugs (Encore) ($ 1,308,270 ) – On September 12, 2022, the Company acquired four market-approved anti-cancer

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the net present value of the projected gross profit to be generated by the licenses.

The value of the licenses was $ 1,308,270 at September

The value of the licenses was $ 1,308,270 at March

31, 2025 and December 31, 2024.

Syringe License ($ 26,060 ) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for

the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement, the Company

paid a $ 26,060 upfront fee and royalty fees on the license income.

● Needleless Syringe License ($ 26,060 ) – On December 1, 2023, the Company signed a license agreement with TransferTech

Sherbooke for the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement,

the Company paid a $ 26,060 upfront fee and royalty fees on the license income.

The Company has not commenced developing the technology.

paid was $ 26,060 at September 30, 2024.

($ 48,420 ) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS and other

Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful

lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’

ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets.

Costs incurred to acquire patents,

including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent.

December 31, 2023, certain professional fees incurred for the patents in the amount of $ 47,740 were deemed not capitalizable and were

expensed as professional fees in the accompanying statements for operations.

At September 30, 2024, professional fees incurred for the

patents in the amount of $ 30,898 were deemed not capitalizable and were expensed as professional fees in the accompanying statements

for operations.

The patent value, which I spart of licenses in the accompanying consolidated balance sheet, as of September 30, 2024

and December 31, 2023 was $ 48,420 , respectively.

World-wide License Agreement - On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University

of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and

amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”).

The gene therapy will also be applied

to age-related diseases and rare (“Orphan”) diseases.

Beginning on December 15, 2022, the Quarterly license fee is 10,000

In addition, the Company will pay a Royalty equal to 3 % of net sales of finished products.

For the nine months ended September

30, 2024 and 2023, the Company owes $ 0 under the agreement.

licenses and patents are n ot currently in use as the Company is pre-revenue stage.

Once these licenses are in use, the licenses

will be amortized over its useful life.

The Company expects to utilize these licenses and patents in year 2025.

5 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of professional fees.

The accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 were $ 831,428 and $ 153,719 , respectively, in

the accompanying consolidated balance sheet.

NOTE 6 – NOTES

PAYABLE TO RELATED PARTIES

Notes payable to related

parties consisted of the following:

September 30,

December 2023 - $ 135,000 original amount bearing no interest due upon demand

The amount paid under the agreement is $ 26,060 at March 31, 2025 and December 31, 2024, respectively.

● Patents ($ 48,420 ) – Through its licensing arrangements, the Company acquires the right

to patents for Alzheimer, ALS, and other items.

Once the patents are declared effective, patents are amortized using the straight-line

method over their estimated useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering

event that may impact the assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets.

Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line

basis with the associated patent.

The patent value, which is part of licenses in the accompanying condensed consolidated balance sheet,

as of March 31, 2025 and December 31, 2024, was $ 48,420 , respectively.

● Exclusive World-wide License Agreement - On January 24, 2022, the Company signed an exclusive, world-wide License

Agreement with the University of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human

Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”).

therapy will also be applied to age-related diseases and rare (“Orphan”) diseases.

Beginning on December 15, 2022, the annual

license fee is 10,000 Euros.

In addition, the Company will pay a Royalty equal to 3 % of net sales of finished products once the license

As of March 31, 2025 and December 31, 2024, the Company owed $ 0 under the agreement.

These licenses and patents are not currently in

use as the Company is in pre-revenue stage.

Once these licenses are in use, the licenses will be amortized over its useful life.

The Company expects to utilize these licenses and patents later in the year.

NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued expenses consist

of professional fees.

The accounts payable and accrued expenses as of March 31, 2025 and December 31, 2024 were $ 547,565 and $ 975,781 ,

respectively, in the accompanying condensed consolidated balance sheet.

NOTE 6 — NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of

the following:

May 2024 and December 2023 - $ 7,000 and $ 24,000 original amount bearing a one-time interest fee of $ 2,460 due upon demand.

August 2024 - $ 80,000 original amount bearing no interest due upon demand

August 2024 - $ 20,000 original amount bearing no interest due upon demand

September 2024

- $ 20,000 original amount bearing no interest due upon demand

Total notes payable to related parties

2023 ($135,000) – On December 1, 2023, the Company issued a promissory note to two members of management in the amount

of $ 135,000 .

The promissory note did not accrue interest.

The unpaid principal balance was $ 0 and $ 135,000 at September 30, 2024 and

December 31, 2023, respectively.

May 2024 and December

2023 ($ 7,000 and $ 24,000 ) – On December 12, 2023, the Company issued a promissory note to a member of management.

The promissory

note accrued interest at a one-time interest fee of $ 2,460 , which was paid off as of September 30, 2024.

The unpaid principal balance was

$ 31,000 and $ 24,000 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($ 80,000 )

– On August 27, 2024, the Company issued a promissory note to a member of management.

The promissory note accrues no interest.

The unpaid principal balance was $ 80,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($ 20,000 )

– On August 27, 2024, the Company issued a promissory note to a member of management.

The promissory note accrues no interest.

The unpaid principal balance was $ 20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

September 2024

($ 20,000 ) – On September 30, 2024, the Company issued a promissory note to a member of management.

The promissory note

accrues no interest.

The unpaid principal balance was $ 20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

NOTE 7 — NOTES

May 2024 and December 2023 ($ 7,000 and $ 24,000 )

– On December 12, 2023, the Company issued a promissory note to a member of management.

The promissory note accrued interest at

a one-time interest fee of $ 2,460 , which was paid off in full as of March 31, 2025.

The unpaid principal balance was $0 and $ 31,000 at

March 31, 2025 and December 31, 2024, respectively.

NOTE 7 — NOTES PAYABLE

Upper Clapton Convertible Promissory Note

On September 12, 2022, the Company issued a $ 1,308,270 promissory note

8 unchanged sentences

on June 21, 2024.

The unpaid principal balance of the note was $ 0 and $ 1,308,270 at September 30, 2024 and December 31, 2023, respectively.

March 4, 2024, in connection with the Merger, Public ANEW entered into a convertible promissory note and Securities Purchase Agreement

(“SPA”) with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate purchase price

of up to $ 2,000,000 (the “Redwoods PIPE Financing”), which included 750,000 bonus shares of common stock.

The outstanding principal balance of the note was $ 0 at March 31, 2025 and December 31, 2024, respectively.

Redwoods PIPE Investor Convertible Promissory

On March 4, 2024, in connection with the Merger, Public ANEW entered

into a convertible promissory note that bore an interest of 10 % and Securities Purchase Agreement (“SPA”) with certain accredited

investors (the “Redwoods PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000 (the “Redwoods PIPE

Financing”), which included 750,000 bonus shares of common stock.

Upon the closing of the Redwoods PIPE Financing (funded

and closed in connection with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 , of which $ 1,768,661

was used by the Company to settle transaction costs.

The Company received approximately $ 181,339 in net cash proceeds.

The note and related

interest were converted into the Company’s common shares and fully settled as of September 30, 2024.

The outstanding principal balance

as of March 31, 2025 and December 31, 2024 was $ 0 , respectively.

ANEW PIPE Investors Convertible Promissory

On April 22, 2024, prior to the closing of the Business Combination

Agreement, ANEW Medical (Wyoming) entered into a convertible promissory note that bore an interest of 10 % and Securities Purchase Agreement

(“SPA”) with certain accredited investors (the “ANEW PIPE Investors”) for an aggregate purchase price of

up to $ 2,000,000 (the “ANEW PIPE Financing”), which included 900,000 bonus shares of common stock.

Upon the closing of the

Redwoods PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled

$ 1,950,000 , of which $ 1,768,661 was used by the Company to settle transaction costs.

The Company received approximately $ 181,339 in net

cash proceeds.

On April 22, 2024, prior to the closing of the

Business Combination Agreement, ANEW Medical (Wyoming) entered into a convertible promissory note and Securities Purchase Agreement (“SPA”)

with certain accredited investors (the “ANEW PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000 (the

“ANEW PIPE Financing”), which included 900,000 bonus shares of common stock.

Upon the closing of the ANEW PIPE Financing

(funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 initially,

of which $ 1,000,000 was used by the Company to settle transaction costs.

The Company received approximately $ 1,000,000 in cash proceeds

during the nine months ended September 30, 2024 and $ 50,000 during the three months ended September 30, 2024.

Both convertible promissory notes, Redwoods PIPE

Financing and ANEW PIPE Financing, bore an interest rate of 10 %.

During the third quarter of 2024, investors converted convertible promissory

notes totaling $ 4,010,022 , including $ 3,950,000 of principal and $ 60,022 accrued interest, through the issuance of 4,050,617 shares of

common stock, of which 3,750,617 shares of common stock were issued and outstanding as of September 30, 2024.

On October 2, 2024, 300,000

shares of common stock were issued to satisfy the liability in full.

NOTE 8 — RELATED

On October 10, 2021,

the Company signed an Employment Agreement with Dr, Joseph Sinkule to serve as the Company’s CEO for three years ending on October

In addition, Mr.

Sinkule will serve as a member of the board of directors for a five-year term.

annual salary will be $ 240,000 per year and increase to $ 360,000 per year upon raising a total of five million dollars ($ 5,000,000 ) or

What changed 10-Q

Item 1. Financial Statements