What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-01 compared with 2025-03-28 · 647 added, 514 removed, 43 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note Regarding Forward-Looking Statements

statements other than statements of historical fact included in this Annual Report on Form 10-K, including, without limitation, statements

under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,”

“expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify

forward-looking statements.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and

information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by

the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Unless the context otherwise requires,

“JNS,” “we,” “us,” “our,” or the “Company” refers to Jupiter Neurosciences,

We are a clinical stage research and development company.

We have developed a unique resveratrol platform product primarily targeting treatment of neuro-inflammation.

Our platform product, JOTROL,

an enhanced oral formulation of resveratrol, has many potential indications of use for rare diseases.

In the larger disease areas, we

are primarily targeting Parkinson’s Disease and Mild Cognitive Impairment/early Alzheimer’s disease.

In December 2024, we received gross proceeds of $11

million in a registered public offering (“Public Offering”) of 2,750,000 shares of our common stock, par value $0.0001 per

share (“common stock”) at a price of $4.00 per share for gross proceeds of $11 million before deducing underwriting discounts

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

All statements other than statements

of historical fact included in this Annual Report on Form 10-K, including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Annual Report

on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”

and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors

detailed in our filings with the SEC.

The following discussion and analysis

of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto

contained elsewhere in this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements that involve risks and uncertainties.

Unless the context otherwise requires, “JNS,” “we,”

“us,” “our,” or the “Company” refers to Jupiter Neurosciences, Inc.

Business Overview

Jupiter Neurosciences, Inc.

clinical stage research and development pharmaceutical company located in Jupiter, Florida.

The Company is advancing a therapeutic

pipeline targeting CNS disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia product

Both efforts are powered by JOTROL™, Jupiter’s proprietary, enhanced resveratrol formulation that has demonstrated

potential for improved bioavailability compared to standard resveratrol.

The Company’s therapeutic development pipeline is

focused broadly on CNS disorders, presently with a planned Phase IIa clinical study in Parkinson’s disease.

Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity,

healthy-looking skin, and longevity.

The Company completed preclinical

studies at the University of Miami for Parkinson’s Disease in 2021.

These studies used a validated mouse model to mimic human disease

characteristics.

The promising results have led the Company to initiate a Phase IIa clinical trial for Parkinson’s Disease, which

received final IND approval by the FDA in November of 2025 and is expected to start in the second quarter of 2026, with results anticipated

12 months later.

The Company also aims to investigate other CNS indications, such as MCI and

Alzheimer’s disease, following the Parkinson’s study.

believes, based on pre-clinical and clinical studies, that high doses of resveratrol are necessary for potential therapeutic effects.

Currently available resveratrol products cannot reach these levels without causing severe gastrointestinal side effects.

Human studies

evaluating resveratrol in Alzheimer’s patients (Turner et al 2015) and Friedreich’s Ataxia patients (Yu et al 2015) indicate

the concentration of resveratrol at its peak (CMax) measured in blood plasma should be 300 ng/ml or higher for a potential therapeutic

A Phase 1 study with 500mg of resveratrol as a maximum dose in the JOTROL™ formulation showed levels of resveratrol exceeding

800 ng/ml without generating any severe adverse events (AAPS Open 2022).

Resveratrol was shown in the Turner Alzheimer’s study to

cross the blood-brain barrier, possibly indicating a potential for positive effects on oxidative stress and inflammation.

Subsequent analysis

published in Molecular Science 2025 (Mousa et al) further indicates that resveratrol may have an impact on neurodegeneration and neuroinflammation

in Alzheimer’s patients.

Over the past two years, JOTROL™

has garnered significant interest from Asian organizations.

This interest is partly due to resveratrol’s use in Asian herbal medicines,

recent patent approvals in Hong Kong and China, and China’s list of rare disease indications where JOTROL™ could be applicable.

Additionally, recent publications in the Journal of Alzheimer’s Disease and AAPS Open, along with the projected growth of the Traditional

Chinese Medicine market, have contributed to this interest.

The Company has entered service agreements

with firms in Hong Kong to accelerate product development in Southeast Asia.

These agreements aim to leverage local expertise and networks

to facilitate market entry and potential out-licensing deals.

The Company entered into an agreement with Dominant Treasure Health to expand

its business development in China, Malaysia, and Singapore, aiming to penetrate the large and challenging Asian market.

During 2025, the Company launched Nugevia,

a premium line of longevity and performance supplements to support longevity, mental clarity and skin vitality.

The Nugevia brand

targets the growing consumer demand for science-backed wellness solutions, leveraging Jupiter’s proprietary JOTROL™ technology—a

resveratrol-based platform with an improvement in bioavailability profile of resveratrol.

Nugevia’s initial product line features

three core formulations, each targeting a major aspect of wellness and longevity:

Target Consumer Benefit

Support skin beauty and healthy appearance

Cognitive performance

Supports mental clarity, cognitive

Mitochondrial and physical health

Maintains energy, endurance, muscle recovery

Nugevia’s formulations are

built on Jupiter’s patented JOTROL™ micellar delivery platform, which has shown potential for significantly enhanced

bioavailability and serves as the foundation for the company’s clinical-stage CNS therapies.

The debut products—GLO,

MND, and PWR—are formulated to support wellness and longevity through synergistic ingredient combinations, all optimized for

absorption via the JOTROL™ system.

On October 24, 2025, the Company

entered into a Standby Equity Purchase Agreement (the “SEPA”) and related Registration Rights Agreement with YA II PN,

(“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of common

stock from time to time, subject to customary conditions, including an effective resale registration statement.

In connection with

the SEPA, Yorkville agreed to provide up to $6.0 million of pre-paid advances via convertible promissory notes.

On October 27,

2025, the Company received $3,720,000 and issued a $4.0 million note (7% original issue discount, “OID”).

second $1,860,000 tranche was received in December 2025, upon registration effectiveness and receipt of stockholder approval,

against a $2.0 million note (7% OID).

The notes bear interest at 8% (increasing to 18% upon default), mature

on October 24, 2026, and are convertible at $1.50 per share, subject to proportional anti-dilution and price-protection

adjustments (not below a contractual floor).

Beginning January 7, 2026, and monthly thereafter, the Company must repay

one-tenth (1/10) of the then-outstanding principal plus accrued interest (a 5% premium applies to cash

Installments may be satisfied via SEPA advances without the premium, and SEPA proceeds must be applied first to

repay the notes until they are repaid in full.

On February 20, 2026, the Company and Yorkville entered into an Omnibus Amendment

(the “Amendment”).

Among other changes, the Amendment revises the terms of the convertible promissory notes to defer the

commencement of monthly installment payments to April 1, 2026, effectively providing an extension of approximately three months.

In December 2024, we received gross proceeds

of $11 million in a registered public offering (“Public Offering”) of 2,750,000 shares of our common stock at a price of $4.00 per share for gross proceeds of $11 million before deducting underwriting discounts

and other related expenses.

1 unchanged sentence

of the Exchange Act and began trading on The Nasdaq Capital Market under the symbol “JUNS.”

Business Overview

The Company’s platform product, JOTROL, is an

enhanced orally administered resveratrol formulation designed and intended to deliver therapeutically relevant, safe levels of resveratrol.

This platform has many potential indications of use for rare diseases, which include Mucopolysaccharidoses Type 1, Friedreich’s

ataxia and MELAS.

In the larger disease areas, we are primarily targeting Parkinson’s Disease and Mild Cognitive Impairment/early

Alzheimer’s disease.

The present primary target for the Company is

treatment of Parkinson’s Disease (PD).

The Company completed preclinical activities in a validated mouse model of

Parkinson’s Disease (PD) at the University of Miami in 2021.

See our “Clinical Studies”.

Parkinson’s Disease that was used in this preclinical study mimics many aspects of the disease utilizing a unilateral

injection of a neurotoxin precursor that elicits nigral cell loss, striatal dopamine loss and behavior deficits similar to

physiological characteristics of human disease.

We believe that results from this preclinical study indicate that Parkinson’s

Disease might be the best target for treatment and financial opportunity among the multiple indications where JOTROL might play a

The Company is now in the process to start its first Phase II clinical trial in a patient population.

This will be a Phase IIa

study conducted with the assistance of Zina Biopharmaceuticals that is led by Dr.

Charbel Moussa, MBBS,Ph.D.

The study is expected

to start in the third quarter of 2025 and have results available approximately 12 months thereafter.

We are also targeting the treatment of MCI/early

Alzheimer’s Disease.

We received funding of $2.2 million from the National Institute of Aging (“NIA”) in in 2020 and

2022 from a grant application for a Phase 1 study for Mild Cognitive Impairment/ Alzheimer’.

In the NIA scientific review summary

statement of our Phase I study application, it is stated that the NIA is looking forward to a Phase II study with an enhanced resveratrol

product, based on the earlier study results from the well published Turner et al.

Alzheimer’s study.

We presently have a pending

grant application, $16.5 Million, for a Phase II trial in MCI/early Alzheimer’s Disease with the NIA.

This is an application for

a 3-year Phase II trial that is expected to be completed with approximately 100 patients that have Mild Cognitive Impairment.

We expect a decision on this grant application in May 2025.

There is no guarantee that the application will be approved, and the trial will be put on hold if an approval

is not awarded to the Company.

A draft of the final study design is not yet determined but a draft synopsis is described in “Item

Business - “ of this Annual Report on Form 10-K.

We have recently entered into service agreements in

the areas of Business Development, CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical trial management with

companies that has their main operation in Hong Kong.

These agreements are with companies that, we believe, have the knowledge and network

in the South-East Asian market to accelerate steps that is needed to have a product that can have treatment value in the territory.

agreements are further described in the section “Activities in Asia”.

In March 2025, the Company announced that it had entered

into a partnership with Aquanova AG to develop a series of nutritional products targeting longevity, aging and Healthspan.

The first three

products, which will focus on the concept of “Beauty from Within”, are slated to hit the market in the third quarter of 2025

through a Direct-to-Consumer model.

The Company will form a wholly-owned subsidiary to focus on the consumer market, and will market its

products on a to-be-developed website targeting the US market, along with social media marketing.

Internationally, the Company is focusing

on partners who can market and accelerate sales, with an initial focus on the Asian region.

the fiscal years ended December 31, 2024 and 2023, we generated no revenues from product sales and reported net losses of $2,439,625

and $4,783,689, respectively, and negative cash flow from operating activities of $3,911,004 and $480,953, respectively.

our financial statements, as of December 31, 2024, we had an accumulated deficit of $26,022,129.

There is substantial doubt regarding

our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as

well as our dependence on private equity and financings.

See “Risk Factors—We have a history of operating losses, our management

has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory

paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and

of Operations

Ended December 31, 2024 Compared to Year Ended December 31, 2023

and Federal Awards

was no revenue from product sales during the years ended December 31, 2024 or 2023 as we are focused on research and development.

and Development Expenses

and development (“R&D”) expenses were $492,660 for the year ended December 31, 2024 compared to $954,793 for the year

ended December 31, 2023.

expenses related to the federal grant were segregated in the chart of accounts from non-federal award costs.

At this time, we are not

tracking R&D expenses per indication as all of the R&D expenses incurred to date related to JOTROL, which is the platform product

used in each indication defined in our product pipeline.

addition, the probability of success for JOTROL will depend on numerous factors, including manufacturing capability, satisfactory results

in follow on clinical trials, regulatory approvals and commercial viability.

See “Risk Factors”.

and Administrative Expenses

and administrative expenses were $2,598,622 for the year ended December 31, 2024 compared to $2,915,978 for the year ended December 31,

The decrease relates directly to the reduction of employee salaries that began in December 2023.

Financial Position

For the fiscal years ended December 31,

2025 and 2024, we generated net revenues of $21,796 and $0, respectively from product sales and reported net losses of $8,644,897 and

$2,439,625, respectively, and negative cash flow from operating activities of $5,413,736 and $3,911,004, respectively.

As noted in our

financial statements, as of December 31, 2025 and 2024, we had an accumulated deficit of $34,667,026 and $26,022,129, respectively.

is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative

cash flows from operations as well as our dependence on private equity and financings.

See “Risk Factors—We have a history

of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern

and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the

fiscal years ended December 31, 2025 and 2024.”

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended

December 31, 2024

There was net revenue of $21,796

during the year ended December 31, 2025.

Net revenue consisted of product sales from the Company’s Nugevia consumer product

line, which launched in the second half 2025.

Gross sales were $24,874, offset by discounts of $1,777 and returns of

Cost of goods sold through commercial products was $4,231, resulting in gross profit of $17,565.

There was no revenue from

product sales during the years ended December 31, 2024 as Nugevia was launched in 2025.

Research and Development Expenses

Research and development (“R&D”)

expenses were $2,086,574 for the year ended December 31, 2025, compared to $492,660 for the year ended December 31, 2024.

is driven primarily by $810,019 in consulting and professional fees, $438,425 in payroll and stock-based compensation, and $345,470 in

clinical trial supplies and miscellaneous costs as the Company prepared for initiation of its Phase IIa Parkinson’s disease trial.

R&D expenses related to the development

of JOTROL™, which is the platform product used in each indication defined in our product pipeline.

General and Administrative Expenses

General and administrative expenses were

$6,839,712 for the year ended December 31, 2025 compared to $2,598,622

for the year ended December 31, 2024, an increase of $4,241,090 or approximately 163%.

The increase is primarily related to the increase

in employee salaries of approximately $1,730,902, consulting and professional services of approximately $908,363, investor relations of

approximately $472,923, and other general and administrative costs of $1,108,902.

Interest Expense

is primarily attributable to interest expense associated with our previously outstanding notes payable, convertible notes payable, notes

payable to our Chief Executive Officer, Christer Rosén, and interest expense on our corporate credit card.

(Gain) on Change in Fair Value of Derivative Liability

of December 31, 2024 and 2023 and at each quarter end during these years, the variable conversion options embedded in our convertible

notes were marked to market, and the change in fair value of the derivative was recorded as a (loss)/gain of $(53,257) and $148,751,

in the years ended December 31, 2024 and 2023, respectively.

(Loss) on Extinguishment of Debt

the years ended 2024 and 2023, the Senior Secured Convertible Note was amended several times with materially different economics thus

requiring for the recording of debt as an extinguishment and re-recording the debt with the amended terms.

This resulted in a gain/(loss)

on extinguishment of debt in the years ended December 31, 2024 and 2023 of $857,723 and $(887,946), respectively.

and Capital Resources;

Interest expenses were $66,020 for the

year ended December 31, 2025, compared to $248,366 for the year ended December 31, 2024, decrease of $182,346, or approximately 73%.

2024, interest expense included $147,705 related to the combined convertible Notes I, II, and III, and $15,013 related to the amortization

of debt discounts.

In 2025, interest expense is primarily attributable to accrued interest on the SEPA and interest expense on our corporate

credit card and the note payable to our Chief Executive Officer, Christer Rosén, which was repaid during 2025.

Gain on Change in Fair Value of Convertible Notes

The 2025 convertible promissory notes issued in connection with the SEPA were marked to market, and the change in fair value of the convertible

notes was recorded as a gain of $281,932 in the year ended December 31, 2025.

Loss on Change in Fair Value of Derivative Liability

As of December 31, 2024 and at each quarter

end during the year, the variable conversion options embedded in our convertible notes were marked to market, and the change in fair value

of the derivative was recorded as a loss of $53,257.

These notes were fully paid off in the year

ended December 31, 2024.

Gain on Extinguishment of Debt

During the year ended 2024, the Senior

Secured Convertible Note was amended several times with materially different economics and subsequently paid off, thus requiring for the

recording of debt as an extinguishment and re-recording the debt with the amended terms.

This resulted in a gain on extinguishment

of debt in the year ended December 31, 2024 of $857,723.

Liquidity and Capital Resources;

Plan of Operations

of December 31, 2024, we had cash and cash equivalents of $3,769,510.

As of December 31, 2025, we had cash and

cash equivalents of $3,789,342.

Our cash equivalents are held in high yield savings account.

inception, we have incurred net losses and negative cash flows from operations.

Since inception, we have incurred net losses

and negative cash flows from operations.

On December 31, 2025, we had an accumulated deficit of $34,667,026.

Historically,

we have financed our operations primarily by selling common stock and convertible debt.

On December 2, 2024, the Company priced its initial

public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

The offering closed on December 4, 2024, and the Company

started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares of its Common

Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787.

On April 11, 2022, we

issued a senior secured convertible note in the principal amount of $1,111,111 in exchange for $1,000,000 as described above in “Item

Business” of this Annual Report on Form 10-K, which was paid down with the proceeds from the initial public offering.

Historically, we have financed our

operations primarily by selling common stock and convertible debt.

On October 24, 2025, the Company entered into a Standby Equity

Purchase Agreement (“SEPA”) and related Registration Rights Agreement with YA II PN, Ltd.

(“Yorkville”),

providing the Company the right, but not the obligation, to sell up to $20.0 million of common stock from time to time, subject

to customary conditions, including an effective resale registration statement.

In connection with the SEPA, Yorkville agreed to

provide $6.0 million of pre-paid advances via convertible promissory notes.

During the year ended December 31, 2025, the

company received aggregate proceeds of $5,100,000, which is net of $420,000 of issuance discounts and $480,000 of financing costs

associated with the transaction.

During the year ended December 31, 2025, the Company received aggregate proceeds of $22,251 from

sales of common stock under the SEPA which were used to pay interest on the convertible promissory notes.

On December 2, 2024, the Company priced

its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

The offering closed on December 4, 2024,

and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares

of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787.

For the fiscal years ended December 31,

31, 2024 and 2023, we generated no revenues from product sales and reported net losses of $2,439,625 and $4,783,689, respectively, and

negative cash flow from operating activities of $3,911,004 and $480,953, respectively.

There is substantial doubt regarding our ability

to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence

on financings.

See “Risk Factors—We have a history of operating losses, our management has concluded that factors raise substantial

doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to

continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023.

failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business

We anticipate that we will need to raise substantial additional capital, the requirements of which will depend on many factors,

scope, rate of progress and costs of our drug delivery, preclinical development activities, laboratory testing and clinical trials

for our drug candidate;

number and scope of clinical programs we decide to pursue;

scope and costs of manufacturing development and commercial manufacturing activities;

extent to which we acquire or in-license other drug candidate and technologies;

cost, timing and outcome of regulatory review of our drug candidate;

cost and timing of establishing sales and marketing capabilities, if our drug candidate receives marketing approval;

costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights

and defending intellectual property-related claims;

ability to establish and maintain collaborations on favorable terms, if at all;

efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support

the development of our drug candidate;

costs associated with being a public company;

cost associated with commercializing our drug candidate, if it receives marketing approval.

we raise additional funds by issuing equity securities, our stockholders may experience dilution.

Any future debt financing into which

we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or

additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or

asset sale transactions.

Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our

stockholders.

If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of

our development programs and clinical trials.

We may also be required to sell or license to other parties rights to develop or commercialize

our drug candidate that we would prefer to retain.

“Risk Factors” for additional risks associated with our capital requirements.

Flows for the Years Ended December 31, 2024 and 2023

following table shows a summary of our cash flows for the years ended December 31, 2024 and 2023.

2025 and 2024, we generated net revenues of $21,796 and $0, respectively from product sales and reported net losses of $8,644,897 and

$2,439,625, respectively, and negative cash flow from operating activities of $5,413,736 and $3,911,004, respectively.

As noted in our

financial statements, as of December 31, 2025 and 2024, we had an accumulated deficit of $34,667,026 and $26,022,129, respectively.

is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative

cash flows from operations as well as our dependence on private equity and financings.

See “Risk Factors—We have a history

of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern

and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the

fiscal years ended December 31, 2025 and 2024.”

Our failure to raise capital as and when

needed could have a negative impact on our financial condition and our ability to pursue our business strategies.

We anticipate that we

will need to raise substantial additional capital, the requirements of which will depend on many factors, including:

the scope, rate of progress and costs of our drug delivery, preclinical development activities, laboratory testing and clinical trials for our drug candidate;

the number and scope of clinical programs we decide to pursue;

the scope and costs of manufacturing development and commercial manufacturing activities;

the extent to which we acquire or in-license other drug candidate and technologies;

the cost, timing and outcome of regulatory review of our drug candidate;

the cost and timing of establishing sales and marketing capabilities, if our drug candidate receives marketing approval;

the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

our ability to establish and maintain collaborations on favorable terms, if at all;

our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our drug candidate;

the costs associated with being a public company;

the cost associated with commercializing our drug candidate, if it receives marketing approval.

If we raise additional funds by issuing

equity securities, our stockholders may experience dilution.

Any future debt financing into which we enter may impose upon us additional

covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase

our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions.

Any debt financing

or additional equity that we raise may contain terms that are not favorable to us or our stockholders.

If we are unable to raise additional

funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials.

also be required to sell or license to other parties rights to develop or commercialize our drug candidate that we would prefer to retain.

See “Risk Factors” for additional

risks associated with our capital requirements.

Cash Flows for the Years Ended December 31, 2025 and

The following table shows a summary of

our cash flows for the years ended December 31, 2025 and 2024.

Fiscal Years Ended

1 unchanged sentence

$ (5,413,736 )

Net cash used in investing activities

$ (3,911,004 )

Net cash provided by investing activities

Net cash provided by financing activities

2 unchanged sentences

Cash - end of the period

Cash Used in Operating Activities:

cash used in operating activities during the year ended December 31, 2024 increased $3,430,051 from December 31, 2023 mainly

attributable to an increase of $2,300,000 in prepaid contracts due to stock issuances associated with Asian Business Development

service agreements, an increase of $118,796 in other current assets, a decrease of $2,187,051 in accrued compensation, a decrease of

$314,412 in accounts payable and accrued expenses, a decrease of $1,517,085 in changes associated with debt (amortization of debt

discounts, loss on extinguishment of debt, gain/loss on change in fair value of derivative liabilities, and increase in accrued

interest), an increase in amortization of prepaid contracts of $54,612, an increase of $642,329 in stock-based compensation,

partially offset a decrease of $2,334,064 in Net Loss.

Cash Used in Investing Activities:

net cash was provided by or used in investing activities during the years ended December 31, 2024 and 2023.

Cash Provided by Financing Activities:

cash provided by financing activities for the year ended December 31, 2024 increased by $7,207,036 from the year ended December 31,

The increase is mainly attributed the proceeds raised from the Company’s initial public offering, net of offering costs

of $9,725,213 partially offset by the repayments of notes payables of $2,361,677.

sheet financing arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

Business Development Activities

Company initiated business development activities in the Asian region beginning in October of 2021.

The Company has a strong strategic

interest in accelerating the drug development and potential commercialization efforts of JOTROL in this market.

Our Chairman & CEO,

Christer Rosén, presented in person, our company’s status and pipeline at the BIOHK 2023 in Hong Kong in September of 2023.

The presentation led to several follow-on meetings, and we have recently agreed to service agreements in the areas of business development,

CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical trial management.

These agreements are further described

in the section “Other Material Agreements”.

Asian market is very large and hard to penetrate for a small company and we believe that our strategy with these agreements is cost

effective and have the possibility to accelerate an out-licensing deal in the South-East Asian territories.

Net Cash Used in Operating Activities:

Net cash used in operating activities

was $5,413,736 for the year ended December 31, 2025, compared to $3,911,004 for the year ended December 31, 2024, representing an increase

in cash used of $1,502,732, primarily driven by a higher net loss of $8,644,897 in 2025 compared to $2,439,625 in 2024.

This increase was partially

offset by higher non-cash addbacks, including an increase of $577,608 in stock-based compensation (from $1,840,908 to $2,418,516), an

increase of $712,054 in amortization of prepaid contracts (from $54,612 to $766,666), and $222,521 of stock-based payments related to

financing activities associated with the SEPA and the convertible promissory notes, partially offset by a $281,932 gain on the change

in fair value of convertible notes in 2025 with no comparable activity in 2024.

These impacts were further offset by the absence of prior

year non-cash items, including an $857,723 gain on extinguishment of debt, a $53,257 loss on change in fair value of derivative liability,

and $43,288 of amortization of debt discounts, along with working capital changes.

Net Cash Used in Investing Activities:

No net cash was provided by or used in

investing activities during the years ended December 31, 2025 and 2024.

Net Cash Provided by Financing Activities:

Net cash provided by financing

activities was $5,433,568 for the year ended December 31, 2025, compared to $7,652,036 for the year ended December 31, 2024, representing

a decrease of $2,218,468, primarily due to the absence of $9,725,213 in IPO proceeds, net of costs, in 2025 compared to 2024.

This decrease

was partially offset by $5,580,000 in proceeds from the issuance of convertible promissory notes, net of costs, issued in connection with

the SEPA in 2025, a $2,102,797 reduction in repayments of notes payable, and lower related party note repayments of $37,552, partially

offset by a $150,000 decrease in proceeds from the sale of common stock and a $138,500 decrease in related party note proceeds.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities

which would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated

entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose

of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any

special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Asian Business Development Activities

The Company initiated business development

activities in the Asian region beginning in October of 2021.

The Company has a strong strategic interest in accelerating the drug development

and potential commercialization efforts of JOTROL™ in this market.

Our Chairman & CEO, Christer Rosén, presented in person,

our company’s status and pipeline at the BIOHK 2023 in Hong Kong in September of 2023.

The presentation led to several follow-on

meetings, and we have recently agreed to service agreements in the areas of business development, CMC (Chemistry, Manufacturing, and Controls),

regulatory affairs and clinical trial management.

These agreements are further described in the section “Other Material Agreements”.

The Asian market is very large and hard to penetrate for a small company and we believe that our strategy with these agreements is cost

effective and have the possibility to accelerate an out-licensing deal in the Southeast Asian territories.

However, there are no assurances

that this approach will be successful.

agreements executed are very similar in nature that include an equity investment in our company by the other party and in turn the company

issued equity in form of shares of common stock, in lieu of cash, for 3 years of services from each company.

company believes these agreements to be favorable for both parties based on the cash position of the company and the need for these activities

to be executed and enabling the possibility of a one or more out-licensing agreements in the territory.

do not have any long-term capital lease obligations, operating lease obligations or long-term liabilities, except as follows:

April 30, 2021, the Company executed a lease agreement for office space in Jupiter, Florida.

The term of the lease is sixty-one months

commencing May 1, 2021 rent free until June 1, 2021.

The agreements executed are very similar

in nature that include an equity investment in our company by the other party and in turn the company issued equity in form of shares

of common stock, in lieu of cash, for 3 years of services from each company.

The Company believes these agreements

to be favorable for both parties based on the cash position of the company and the need for these activities to be executed and enabling

the possibility of a one or more out-licensing agreements in the territory.

Contractual obligations

We do not have any long-term capital lease

obligations, operating lease obligations or long-term liabilities, except as follows:

On April 30, 2021, the Company executed

a lease agreement for office space in Jupiter, Florida.

The term of the lease is sixty-one months commencing May 1, 2021 rent free until

June 1, 2021.

Fixed annual rent amounts are as follows:

5 unchanged sentences

6/ l/2025-5/31/2026

April 11, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor

for the sale of the Company’s convertible notes.

Pursuant to the terms of the Purchase Agreement, on April 11, 2022, the Company

received aggregate gross proceeds of $1,000,000 and issued (i) a 10% Original Issue Discount Senior Secured Convertible Note in the principal

amount of $1,111,111.11 (the “Note”) and (ii) 514,403 shares of common stock, par value $0.0001 per share (the “Shares”),

of the Company.

The aggregate principal amount of the Note is $1,111,111, and the Company received gross proceeds of $1,000,000 after giving

effect to the original issue discount of 10%.

The Note bears interest at a rate of 10% per year, payable monthly in arrears, and mature

12 months from issuance.

A “Qualified Offering” is a debt or equity financing for the account of the Company or any of its

subsidiaries in which shares of common stock, or securities, directly or indirectly, convertible into or exchangeable or exercisable

for shares of common stock are issued, which financing results in cumulative aggregate proceeds to the Company of at least $8,000,000.

The principal and interest on the Note will be amortized on a straight-line basis at 110% of the principal amount commencing sixth months

after the closing.

On October 10, 2022, the Note was amended to postpone the commencement of the amortization amount from October 11,

2022 to November 11, 2022.

On November 10, 2022, the Note was amended to postpone the commencement of the amortization from November

11, 2022 to February 11, 2023 and payable in three monthly installments.

As consideration for the amendment, an additional 11,431 shares

of common stock were issued to the accredited investor on October 10, 2022 and 34,293 shares issued to the accredited investor on November

On January 13, 2023, the Note was amended to delay the interest payment due and payable on January 11, 2023 to the earlier

of (i) January 31, 2023 and (ii) the closing of a Qualified Offering.

an Event of Default and after a Qualified Offering, the principal and interest are convertible at any time at the option of the holder

into shares of the Company’s common stock at a conversion price equal to 30% discount to the lowest closing price of the common

stock for the 20 prior trading days;

provided, however, the holder will not have the right to convert any portion of the Note, to the

extent that after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99%

of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion.

may increase or decrease its ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company.

Company will have the right at any time to redeem in cash all or a portion of the Note at 120% (or 125% on or after the first six months

from the closing;

provided, however, if interest due and payable on January 31, 2023 is not paid in full, 130% on or after the first

six months from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment.

Company will be required to offer to prepay in cash the aggregate principal amount of the Note at 120% (or 125% on or after the first

six months from the closing;

provided, however, if interest due and payable on January 31, 2023 is not paid in full, 130% on or after

the first six months from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment, on

the sale of all or substantially all of the assets of the Company and its subsidiaries, upon a Change of Control (as defined in the Note),

or on a Qualified Offering.

an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% (or 130% if interest due and payable

on January 31, 2023 is not paid in full) of principal and interest through maturity shall be due and payable.

At the holder’s option

the holder shall be entitled to be paid in cash or after the Qualified Offering (as defined in the Purchase Agreement) common stock with

the conversion price of the common stock equal to a 30% discount to the lowest closing price of the common stock for the 20 prior trading

February 6, 2023, the Note was amended to postpone the commencement of the principle to February 28, 2023.

On March 6, 2023, the Note

was amended to postpone the commencement of the principal from February 11, 2023 to May 31, 2023.

The Company and the note holder agreed

to a repayment plan on past due interest.

In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note

of 120% (or 137.5% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company

and its subsidiaries, upon the Change of Control, or on a Qualified Offering.

Upon default of the Note the Company agrees to pay 137.5%

of the outstanding note principal, and accrued interest through maturity and all liquidation damages.

As a result of the material modification,

the incremental fair value of the modified derivative was classified as a debt extinguishment.

Due to the extension of the maturity date

of the convertible note, the fair value of the derivative liability increased.

This resulted in the Company recording a loss on extinguishment

of debt of $670,419.

September 22, 2023, the Note was amended to postpone the commencement of the principle to December 31, 2023.

The Company and the note

holder agreed to a repayment plan on past due interest.

In addition, the Company agreed to prepay in cash the aggregate principal amount

of the Note of 120% (or 150% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of

the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering.

Upon default of the Note the Company agrees

to pay 150% of the outstanding note principal, and accrued interest through maturity and all liquidation damages.

In addition, upon closing

the Note holder will receive 175% stock coverage.

As a result of the material modification, the incremental fair value of the modified

derivative was classified as a debt extinguishment.

Due to the extension of the maturity date of the convertible note, the fair value

of the derivative liability increased.

This resulted in the Company recording a loss on extinguishment of debt of $217,527.

April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867

shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate

principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would

of become due upon a qualified offering as well as the conversion option.

Standby Equity Purchase Agreement

and Convertible Promissory Notes

24, 2025, we entered into the SEPA with Yorkville.

Pursuant to the SEPA, we have the right, but not the obligation, to issue and sell

to Yorkville, from time to time, up to $20.0 million of shares of our Common Stock (the “SEPA Shares”), subject to certain

limitations and conditions set forth in the SEPA.

In addition, pursuant to the SEPA, we

may request, and Yorkville may, in its sole discretion, elect to provide, one or more prepaid advances (each, a “Prepaid Advance”

and collectively, the “Prepaid Advances”), pursuant to which Yorkville would advance funds to us and we would issue to Yorkville

a promissory note evidencing such Prepaid Advance.

We requested, and Yorkville funded, two Prepaid Advances in an aggregate amount of

$6.0 million as described below.

Each Prepaid Advance is expected to be repaid through the issuance of SEPA Shares at a price per share

determined in accordance with the terms of the SEPA, which is generally based on a discount to the prevailing market price of our common

stock during a specified pricing period, unless earlier repaid in cash at our option, subject to the terms of the SEPA.

Accordingly, the

number of SEPA Shares issuable upon settlement of any Prepaid Advance will depend on the market price of our Common Stock at the time

of such settlement and cannot be determined at the time such Prepaid Advance is made or thereafter until settlement.

As consideration for Yorkville’s

commitment to purchase common stock at the Company’s direction pursuant the SEPA, the Company (i) paid to Yorkville a cash “structuring

fee” in the amount of $25,000 and (ii) upon execution of the SEPA, issued to Yorkville 131,909 Commitment Shares, which have a total

aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s $20.0 million aggregate purchase commitment under the SEPA (each

Commitment Share valued at approximately $1.5162 per share, representing the VWAP on October 23, 2025, the trading day immediately prior

to the date of execution of the SEPA, rounded to the nearest whole share).

In connection with the SEPA, and subject

to the conditions set forth therein, Yorkville provided us with a Prepaid Advance of $6.0 million, funded in two tranches, in exchange

for our issuance of convertible promissory notes (each, a “Convertible Note” and collectively, the “2025 Convertible

Notes” or “2025 Notes”).

On October 27, 2025, we received the first tranche of the Prepaid Advance in the amount of

$3,720,000 and issued to Yorkville a Convertible Note in the principal amount of $4.0 million (the “First Convertible Note”),

which was issued with an original issue discount of 7.0%.

The First Convertible Note is initially convertible into shares of our Common

Stock at a fixed conversion price of $1.50 per share.

Subsequently, upon satisfaction of the

applicable conditions, on December 23, 2025 we received the second tranche of the Prepaid Advance in the amount of $1,860,000 and issued

to Yorkville a Convertible Note in the principal amount of $2.0 million (the “Second Convertible Note”), which was issued

with an original issue discount of 7.0% and is initially convertible into shares of our common stock at a fixed conversion price of $1.50

Interest accrues on the outstanding balance

of each Convertible Note at a rate of 8% per annum, subject to an increase to 18% upon the occurrence of certain events of default, and

each Convertible Note matures on October 24, 2026.

We and Yorkville also entered into a registration

rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file with the U.S.

Securities and Exchange

Commission (the “SEC”) a registration statement registering the resale by Yorkville of the SEPA Shares, including SEPA Shares

issuable upon settlement of the Prepaid Advances.

On November 26, 2025, we filed a registration statement on Form S-1 (File No.

with the SEC (the “Registration Statement”) for the resale by Yorkville of 10,000,000 SEPA Shares, which was declared effective

by the SEC on December 11, 2025.

As of the date of this Annual Report,

we have issued and sold approximately 1.1 million SEPA Shares to Yorkville pursuant to the SEPA, including SEPA Shares issued in connection

with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds to us of approximately

We may continue to issue SEPA Shares to Yorkville pursuant to the SEPA, including in connection with any outstanding

or future Prepaid Advances or conversions of Convertible Notes, subject to the terms and conditions of the SEPA.

Senior Secured Note

11, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited

investor for the sale of the Company’s convertible notes.

Pursuant to the terms of the Purchase Agreement, on April 11, 2022,

the Company received aggregate gross proceeds of $1,000,000 and issued (i) a 10% Original Issue Discount Senior Secured Convertible

Note in the principal amount of $1,111,111.11 (the “Note” or “Note II”) and (ii) 514,403 shares of common stock, par value $0.0001

per share (the “Shares”), of the Company.

The aggregate principal amount of the Note is $1,111,111, and the Company received gross proceeds of $1,000,000 after giving effect to

the original issue discount of 10%.

The Note bore interest at a rate of 10% per year, payable monthly in arrears, and mature 12 months

from issuance.

On April 29, 2024, the Company, the Holder

of the Note II and the CEO entered into an amendment in which the CEO agreed to exchange 685,867 shares issued to the Holder in exchange

for his related party notes that accrued interest at 3% that are due from the Company in an aggregate principal amount of $266,667 and

the Holder agreed to forfeit all rights to all additional future shares from the Company that would of become due upon a qualified offering

as well as the conversion option.

Therefore, the principal amount of the note was increased to $1,377,778 and the exchange debt follows

the requirements of Note II.

In addition, the Holder agreed to extend the note maturity date to August 11, 2024.

The note shall be designated

as a 10% original issue discount secured note (“Senior Secured Note”) moving forward.

The Senior Secured Note and interest

will become due and payable upon the earliest of the maturity date or upon the occurrence of a qualified event.

The note is recorded on

the balance sheet under note payable.

As a result of the conversion feature of the note being removed the Company recorded a one-time

gain on the modification of the debt of $951,868 and a new derivative liability of $407,494 was recorded related to the Senior Secured

On August 8, 2024, the Company, and the

Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior Secured Note to October 11, 2024.

On November 15, 2024, the Company, and

the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior Secured Note to December 10,

During December 2024, the Company fully repaid the Senior Secured Note pursuant to the terms in the amount of $2,102,797.

29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867 shares

issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate

principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would of

become due upon a qualified offering as well as the conversion option.

Therefore, the principal amount of the note was increased to $1,377,778

and the exchange debt follows the requirements of Note II.

In addition, the Holder agreed to extend the note maturity date

to August 11, 2024.

The note shall be designated as a 10% original issue discount secured note (“Senior Secured Note”) moving

The Senior Secured Note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence

of a qualified event.

The note is recorded on the balance sheet under note payable.

As a result of the conversion feature of the note

being removed the Company recorded a one-time gain on the modification of the debt of $951,868 and a new derivative liability of $407,494

was recorded related to the Senior Secured Note.

August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior

Secured Note to October 11, 2024.

November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of

the Senior Secured Note to December 10, 2024.

During December 2024, the Company fully repaid the Senior Secured Note pursuant to the

terms in the amount of $2,102,797.

On April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an

amendment in which the CEO agrees to exchange 685,867 shares issued to the Holder in exchange for his related party notes that

accrued interest at 3% that are due from the Company in an aggregate principal amount of $266,667 and the Holder agreed to forfeit

all rights to all additional future shares from the Company that would of become due upon a qualified offering as well as the

conversion option.

Therefore, the principal amount of the note was increased to $1,377,778 and the exchange debt follows the

requirements of Note II.

In addition, the Holder agreed to extend the note maturity date to August 11,

The note shall be

designated as a 10% original issue discount secured note (“Senior Secured Note”) moving forward.

The Senior Secured Note

and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a qualified event.

note is recorded on the balance sheet under note payable.

The note shall be designated as a 10% original issue discount secured note (“Senior Secured Note”) moving forward.

Senior Secured Note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a qualified

The note is recorded on the balance sheet under note payable.

As a result of the conversion feature of the note being removed the

Company recorded a one-time gain on the modification of the debt of $951,868 and a new derivative liability of $407,494 was recorded

related to the Senior Secured Note.

August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior

Secured Note to October 11, 2024.

November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the

Senior Secured Note to December 10, 2024.

During December 2024, the Company fully repaid the Senior Secured Note pursuant to the terms

in the amount of $2,102,797.

In connection with the issuance of the Note, the Company issued 514,403 shares of common stock to the holder with a fair

market value of $2.16 per share (aggregate value of $1,111,111) as additional consideration for the holder lending $1,000,000 to the

The 514,403 shares have a relatively fair value of $310,000.

Purchase Agreement related to the Note was amended to provide that upon closing, the purchaser will receive 133.33% coverage (i.e.

face amount of the Note, i.e., $1,111,111.11 divided by the lesser of (i) the price/share of the last issuance of solely common stock

(including options) of the Company, i.e., $5.00/share or (ii) the price per share of common stock (or if units are issued in the Qualified

Offering, the price of units sold in the Qualified Offering), in shares of common stock of the Company (or if units are issued in the

Qualified Offering, units).

The number of shares to be received at closing shall be determined by using clause (i) above.

light of the foregoing, the holder shall receive an additional number of shares of common stock, such that it shall have received the

number of shares of common stock of the aggregate value of $1,111,111 divided by the lesser of (i) the price/share of the last issuance

of solely common stock (including options) of the Company, i.e., $5.00/share or (ii) the price per share of common stock (or if units

are issued in the Qualified Offering, the price of units sold in the Qualified Offering), in shares of common stock of the Company (or

if units are issued in the Qualified Offering, units) (“Share True Up”).

The Share True Up was forfeited as a result of the

April 29, 2024 agreement.

In connection with the Company’s obligations under the Note, the Company entered into a security agreement

and intellectual property security agreement with the holder, pursuant to which the Company granted a security interest on all assets

of the Company, including all intellectual property of the Company, for the benefit of the holders, to secure the Company’s obligations

Company recorded a one-time gain on the modification of the debt of $951,868 and a new derivative liability of $407,494 was recorded related

to the Senior Secured Note.

During December 2024, the Company fully

repaid the Senior Secured Note pursuant to the terms in the amount of $2,102,797.

connection with the issuance of Note II, the Company issued 514,403 shares of common stock to the holder with a fair market value of

$2.16 per share (aggregate value of $1,111,111) as additional consideration for the holder lending $1,000,000 to the Company.

514,403 shares have a relatively fair value of $310,000.

The Purchase Agreement related to the

Note was amended to provide that upon closing, the purchaser will receive 133.33% coverage (i.e.

the face amount of the Note, i.e., $1,111,111.11

divided by the lesser of (i) the price/share of the last issuance of solely common stock (including options) of the Company, i.e., $5.00/share

or (ii) the price per share of common stock (or if units are issued in the Qualified Offering, the price of units sold in the Qualified

Offering), in shares of common stock of the Company (or if units are issued in the Qualified Offering, units).

The number of shares to

be received at closing shall be determined by using clause (i) above.

In light of the foregoing, the holder

shall receive an additional number of shares of common stock, such that it shall have received the number of shares of common stock of

the aggregate value of $1,111,111 divided by the lesser of (i) the price/share of the last issuance of solely common stock (including

options) of the Company, i.e., $5.00/share or (ii) the price per share of common stock (or if units are issued in the Qualified Offering,

the price of units sold in the Qualified Offering), in shares of common stock of the Company (or if units are issued in the Qualified

Offering, units) (“Share True Up”).

The Share True Up was forfeited as a result of the April 29, 2024 agreement.

In connection with the Company’s obligations under the Note, the Company entered into a security agreement and

intellectual property security agreement with the holder, pursuant to which the Company granted a security interest on all assets of the

Company, including all intellectual property of the Company, for the benefit of the holders, to secure the Company’s obligations

under the Note and the other transaction documents.

In addition, the holder was granted piggyback registration rights for the shares

of common stock issued under the Purchase Agreement and shares of common stock issuable upon conversion of the Note (collectively, “Registrable

In addition, the holder was granted piggyback registration rights for the shares of

common stock issued under the Purchase Agreement and shares of common stock issuable upon conversion of the Note (collectively, “Registrable

Securities”).

6 unchanged sentences

Securities would adversely affect the underwritten offering.

any time within the 12 months closing, upon any issuance by the Company or any of its subsidiaries of debt or common stock or common

stock equivalents for cash consideration, indebtedness or a combination of units thereof, other than in an underwritten public offering

(a “Subsequent Financing”), the investor will have the right to participate up to its investment amount in the Note, but

not more than 25% of the Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing.

the Company has consummated a Qualified Offering which results in a listing of the common stock onto a national securities exchange,

if the Company engages in any future financing transactions with a third-party investor, if the holder determines that the terms of the

subsequent investment are preferable in any respect to the terms of the securities of the Company issued to the Holder pursuant to the

terms of the Purchase Agreement, the holder will have the right to amend and restate such securities to include the preferable term or

Payable, related party

At any time within

the 12 months closing, upon any issuance by the Company or any of its subsidiaries of debt or common stock or common stock equivalents

for cash consideration, indebtedness or a combination of units thereof, other than in an underwritten public offering (a “Subsequent

Financing”), the investor will have the right to participate up to its investment amount in the Note, but not more than 25% of the

Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing.

Until the Company has consummated a Qualified

Offering which results in a listing of the common stock onto a national securities exchange, if the Company engages in any future financing

transactions with a third-party investor, if the holder determines that the terms of the subsequent investment are preferable in any respect

to the terms of the securities of the Company issued to the Holder pursuant to the terms of the Purchase Agreement, the holder will have

the right to amend and restate such securities to include the preferable term or terms.

Notes Payable, related party

Company’s Chief Executive Officer (CEO) has loaned the Company working capital since inception.

The balance of the loans to the

CEO as of December 31, 2024 and 2023 was $146,432 and $358,479, respectively.

The loan is due on demand and accrues interest at 3% per

Accrued interest relating to the loan was $1,064 and $11,308 as of December 31, 2024 and 2023, respectively, and is included in

accrued interest on the accompanying balance sheets.

The Company repaid a total of $100,000 during the year ended December 31, 2024,

$83,880 in principal and $16,120 in accrued interest.

the year ended December 31, 2023, an employee loaned the Company $25,000.

The balance of the loan as of December 31, 2024 and 2023, was

$0 and $25,000, respectively.

The loan is due on demand and accrues interest at 3% per year.

Accrued interest related to the loan was

$0 and $723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet.

Company repaid a total of $26,422 during the year ended December 31, 2024, $25,000 in principal and $1,421 in accrued interest.

April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,869

shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate

principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would

of become due upon a qualified offering and the conversion feature of the note.

In addition, the Holder agreed to extend the note maturity

date to August 11, 2024.

The note shall be designated as a 10% original issue discount secured note (“Senior Secured Note”)

moving forward.

The note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a

qualified event.

Related Party Transactions

compensation includes partially accrued salaries to executives since inception.

Since inception, executive salaries have been paid in

cash when the Company’s cash flow has permitted such payment.

During 2020, the Company began paying salaries at 50% of the respective

employment agreements.

As of September 2021, the Company began paying full salaries.

During the first quarter of 2022, the Company returned

to paying partial salaries in an effort to conserve cash outflows in an effort to conserve cash outflows.

September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $4,189,626.

of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $1.33 and an aggregate of 1,399,834

restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of compensation in the amount of $4,189,626.

Additionally, the Company agreed to a bonus of $513,013 for the employees and a bonus of $70,200 to the board members, to be paid upon

the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,

Pursuant to the amendment the cash bonuses of $513,013 for the employees and a bonus of $70,200 to the board members agreed to

on September 29, 2023, were forgiven, and no cash is to be paid upon a successful IPO.

In addition, the options issued in connection with

the forgiveness dated September 29, 2023, were amended to vest fully on the effective date of the new amendment.

In addition, the

restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834

restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company.

exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of

$1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of

compensation in the amount of $583,213.

March 15, 2024, a former executive agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common

stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $1.33.

The option had a grant date

fair value of $50,000.

The Company recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

of December 31, 2024 and 2023, $64,105 and $67,750, respectively, was due to a Company wholly owned by the Company’s

Chief Financial Officer, who also is an option holder.

The amount is included in accrued compensation on the Company’s balance

June 3, 2024, the Company issued 1,162,500 shares of common stock to each of Optimize Wellness Limited, Regis Healthcare Group Limited,

and Longevity Technology Group Limited (collectively, “Asian Partners”) with a fair market value of $1.33 per share

(3,487,500 shares in aggregate, with an aggregate fair market value of $4,638,375), as pre-payment for 3 years of services.

June 3, 2024, the Company sold 112,500 shares of common stock to the Asian Partners for $1.33 per share, with each Selling Stockholder

purchasing 37,500 shares of common stock.

December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and

other fees of $1,274,787.

the closing of the offering on December 4, 2024, the outstanding principle and all unpaid accrued interest, totaling $109,216, of the

Notes I converted into an aggregate of 227,447 share of common stock of the Company at $2.80, which is 70% of the offering price of $4.00.

December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and

other fees of $1,274,787.

Accounting Policies

The balance of the loans to

the CEO as of December 31, 2024 was $146,432.

The loan was due on demand and accrues interest at 3% per year.

Accrued interest

relating to the loan was $1,064 as of December 31, 2024, and is included in accrued interest on the accompanying 2024 balance

The Company fully settled the debt in 2025 by repaying a total of $150,782, $146,432 in principal and $4,350 in accrued

The Company repaid a total of $100,000 during the year ended December 31, 2024, $83,880 in principal and $16,120 in

accrued interest.

29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agreed to exchange 685,869

shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an

aggregate principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company

that would have become due upon a qualified offering and the conversion feature of the note.

In addition, the Holder agreed to

extend the note maturity date to August 11, 2024.

The note shall be designated as a 10% original issue discount secured note

(“Senior Secured Note”) moving forward.

The note and interest will become due and payable upon the earliest of the

maturity date or upon the occurrence of a qualified event.

Other Related Party Transactions

Accrued compensation includes partially

accrued salaries to executives since inception.

Since inception, executive salaries have been paid in cash when the Company’s cash

flow has permitted such payment.

On March 15, 2024, a former executive

agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common stock and 7,500 restricted stock

units, The options to purchase common stock have a strike price of $1.33.

The option had a grant date fair value of $50,000.

recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

As of December 31, 2025 and 2024, $64,105

was due to a Company wholly owned by the Company’s Chief Financial Officer, who also is an option holder, respectively.

is included in accrued compensation on the Company’s balance sheets.

Share Issuances

On June 3, 2024, the Company issued 1,162,500

shares of common stock to each of Optimize Wellness Limited, Regis Healthcare Group Limited, and Longevity Technology Group Limited (collectively,

“Asian Partners”) with a fair market value of $1.33 per share (3,487,500 shares in aggregate, with an aggregate fair market

value of $4,638,375), as pre-payment for 3 years of services.

On June 3, 2024, the Company sold 112,500

shares of common stock to the Asian Partners for $1.33 per share, with each Selling Stockholder purchasing 37,500 shares of common stock.

On December 2, 2024, the Company priced

its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

The offering closed on December 4, 2024,

and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares

of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787.

Upon the closing of the offering on December

4, 2024, the outstanding principle and all unpaid accrued interest, totaling $109,216, of the Notes I converted into an aggregate of 227,447

share of common stock of the Company at $2.80, which is 70% of the offering price of $4.00.

On April 23, 2025, the Company issued

103,186 shares of common stock, with an aggregate fair value of $66,000, as consideration for services rendered related to media and investor

relations activities, strategic communications support, enhancement to the Company’s market visibility and shareholder engagement.

The fair value of the shares issued was determined based on the market price of the Company’s common stock at the date of issuance

and is included general and administrative expenses in the accompanying 2024 condensed consolidated statement of operations.

Effective June 22, 2025, the Company entered

into an amendment with a warrant holder for a warrant to purchase 109,376 shares of Common Stock.

The amendment extended the

warrant’s exercise period through August 31, 2025, and clarified the exercise mechanism applicable to the warrant.

The effects of

the warrant modification were de minimis.

On July 16, 2025 the Company entered into

an amendment with a warrant holder who holds 1,249,999 warrants that clarified the exercise mechanisms.

Concurrently with the

amendment, the warrant holder exercised the warrants via a cashless exercise and received 913,299 shares of Common Stock.

to the amendment, the Company agreed to issue the warrant holder 86,700 shares of Common Stock.

On August 12, 2025, the Company received

an exercise notice from a warrant holder who holds 109,376 warrants.

The warrant was exercised via a cashless exercise, and

the warrant holder received 30,547 shares of Common Stock.

Pursuant to the amended warrant agreement, the Company agreed to

issue the warrant holder 56,954 shares of Common Stock.

On October 24, 2025, As consideration

for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant the SEPA, the Company issued to Yorkville

131,909 Commitment Shares, which have a total aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s $20.0 million aggregate

purchase commitment under the SEPA (each Commitment Share valued at approximately $1.5162 per share, representing the VWAP on October

23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the nearest whole share).

Recent Developments

On October 24,

2025, we entered into the SEPA with Yorkville.

Pursuant to the SEPA, we have the right, but not the obligation, to issue and sell to Yorkville,

from time to time, up to $20.0 million of shares of our Common Stock (the “SEPA Shares”), subject to certain limitations and

conditions set forth in the SEPA.

In addition, pursuant to the SEPA, we

may request, and Yorkville may, in its sole discretion, elect to provide, one or more prepaid advances (each, a “Prepaid Advance”

and collectively, the “Prepaid Advances”), pursuant to which Yorkville would advance funds to us and we would issue to Yorkville

a promissory note evidencing such Prepaid Advance.

We requested, and Yorkville funded, two Prepaid Advances in an aggregate amount of

$6.0 million as described below.

Each Prepaid Advance is expected to be repaid through the issuance of SEPA Shares at a price per share

determined in accordance with the terms of the SEPA, which is generally based on a discount to the prevailing market price of our common

stock during a specified pricing period, unless earlier repaid in cash at our option, subject to the terms of the SEPA.

Accordingly, the

number of SEPA Shares issuable upon settlement of any Prepaid Advance will depend on the market price of our Common Stock at the time

of such settlement and cannot be determined at the time such Prepaid Advance is made or thereafter until settlement.

As consideration for Yorkville’s

commitment to purchase common stock at the Company’s direction pursuant the SEPA, the Company (i) paid to Yorkville a cash “structuring

fee” in the amount of $25,000 and (ii) upon execution of the SEPA, issued to Yorkville 131,909 Commitment Shares, which have a total

aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s $20.0 million aggregate purchase commitment under the SEPA (each

Commitment Share valued at approximately $1.5162 per share, representing the VWAP on October 23, 2025, the trading day immediately prior

to the date of execution of the SEPA, rounded to the nearest whole share).

In connection with the SEPA, and subject

to the conditions set forth therein, Yorkville provided us with a Prepaid Advance of $6.0 million, funded in two tranches, in exchange

for our issuance of convertible promissory notes (each, a “Convertible Note” and collectively, the “2025 Convertible

Notes” or “2025 Notes”).

On October 27, 2025, we received the first tranche of the Prepaid Advance in the amount of

$3,720,000 and issued to Yorkville a Convertible Note in the principal amount of $4.0 million (the “First Convertible Note”),

which was issued with an original issue discount of 7.0%.

The First Convertible Note is initially convertible into shares of our Common

Stock at a fixed conversion price of $1.50 per share.

Subsequently, upon satisfaction of the

applicable conditions, on December 23, 2025 we received the second tranche of the Prepaid Advance in the amount of $1,860,000 and issued

to Yorkville a Convertible Note in the principal amount of $2.0 million (the “Second Convertible Note”), which was issued

with an original issue discount of 7.0% and is initially convertible into shares of our common stock at a fixed conversion price of $1.50

Interest accrues on the outstanding balance

of each Convertible Note at a rate of 8% per annum, subject to an increase to 18% upon the occurrence of certain events of default, and

each Convertible Note matures on October 24, 2026.

We and Yorkville also entered into a registration

rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file with the U.S.

Securities and Exchange

Commission (the “SEC”) a registration statement registering the resale by Yorkville of the SEPA Shares, including SEPA Shares

issuable upon settlement of the Prepaid Advances.

On November 26, 2025, we filed a registration statement on Form S-1 (File No.

with the SEC (the “Registration Statement”) for the resale by Yorkville of 10,000,000 SEPA Shares, which was declared effective

by the SEC on December 11, 2025.

As of the date of this Annual Report,

we have issued and sold approximately 1.1 million SEPA Shares to Yorkville pursuant to the SEPA, including SEPA Shares issued in connection

with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds to us of approximately

We may continue to issue SEPA Shares to Yorkville pursuant to the SEPA, including in connection with any outstanding

or future Prepaid Advances or conversions of Convertible Notes, subject to the terms and conditions of the SEPA.

On December 2, 2024, the Company priced

its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share.

The offering closed on December 4, 2024,

and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”.

The Company sold 2,750,000 shares

of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787.

Critical Accounting Policies

Basis of Presentation

The financial statements of the Company have been

prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The financial statements of the Company

have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Business Segments

The Company uses the “management approach”

to identify its reportable segments.

The management approach requires companies to report segment financial information consistent with

information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable

The Company has identified one single reportable operating segment.

The Company manages its business on the basis of one operating

and reportable segment and derives revenues from selling its product and related services.

The Company uses the “management approach” to

identify its reportable segments in accordance with ASC 280, Segment Reporting.

The management approach requires companies to report segment

financial information consistent with the information regularly reviewed by the Chief Operating Decision Maker (“CODM”) for

purposes of making operating decisions and assessing performance.

The Company’s Chief Executive

Officer serves as the CODM.

The CODM evaluates financial performance and allocates resources based on the operating results of the

Company’s reportable segments.

Effective October 1, 2025, the Company operates through two reportable segments:

(i) its premium nutritional supplements, and (ii) pharmaceutical operations

focused on drug candidates for CNS.

The CODM assesses segment performance primarily based on segment

net loss (income).

Selling, general and administrative expenses are directly attributable to segments or allocated based on reasonable

and consistently applied methodologies.

Corporate and other expenses that are not allocated to reportable segments consist primarily of

public company costs, certain executive compensation, certain stock-based compensation, interest income (expense), other income (expense),

and income taxes.

The identification of two reportable segments reflects the

manner in which the CODM reviews financial information and allocates resources.

Prior-period information has been recast to conform to

the current presentation.

Use of Estimates

Preparing financial statements in conformity with

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure

of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.

results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in

which they become known.

The Company bases its estimates on historical experience and other assumptions, which include both quantitative

and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the years ended December

31, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance

on deferred tax assets.

and Development

and development costs are expensed as incurred.

Costs for certain development activities, such as clinical trials, are recognized based

on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site

Preparing financial statements in

conformity with U.S.

GAAP requires management to make estimates and assumptions that materially affect the reported amounts of

assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues

and expenses during the reported period.

Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the

period in which they become known.

The Company bases its estimates on historical experience and other assumptions, which include both

quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the

years ended December 31, 2025 and 2024, respectively, include valuation of stock-based compensation, uncertain tax positions,

valuation of debt instruments, and the valuation allowance on deferred tax assets.

Research and Development

development costs are expensed as incurred.

Costs for certain development activities, such as clinical trials, are recognized based on

an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site

activations, or information provided to us by our vendors with respect to their actual costs incurred.

Payments for these activities

are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the

financial statements as prepaid or accrued research and development expense, as the case may be.

Total research and development costs

for the fiscal years ended December 31, 2024 and 2023 were $492,660 and $954,793, respectively.

Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (ASC) Topic 718,

Compensation—Stock Compensation, or ASC 718, which requires the recognition of expense related to the fair value of stock-based

awards in the statements of operations.

For stock options issued to employees, non-employees and members of our board of directors for

their services on our board of directors, the Company estimates the grant-date fair value of options using the Black-Scholes option pricing

The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of

the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and,

for grants prior to our initial public offering, the value of the common stock.

For awards subject to time-based vesting, the Company

recognized stock-based compensation expense, on a straight-line basis over the requisite service period, which is generally the vesting

term of the award.

As of December 31, 2024 and 2023, stock-based compensation expenses totaled $1,840,908 and $1,198,579, respectively.

Trial Expenses

part of the process of preparing our financial statements, the Company is required to estimate expenses resulting from obligations under

contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting

clinical trials.

The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result

in payment flows that do not match the periods over which materials or services are provided under such contracts.

The Company’s

objective is to reflect the appropriate trial expenses in the financial statements by matching those expenses with the period in which

services are performed and efforts are expended.

The Company accounts for these expenses according to the progress of the trial as measured

by patient progression and the timing of various aspects of the trial.

The Company determines accrual estimates based on estimates of

services received and efforts expended that take into account discussion with applicable personnel and outside service providers as to

the progress or state of consummation of trials.

During the course of a clinical trial, the Company adjusts the clinical expense recognition

if actual results differ from its estimates.

The Company makes estimates of the accrued expenses as of each balance sheet date based

on the facts and circumstances known at that time.

The clinical trial accruals are dependent upon the timely and accurate reporting of

contract research organizations and other third-party vendors.

Although the Company does not expect the estimates to be materially different

from amounts actually incurred, understanding of the status and timing of services performed relative to the actual status and timing

of services performed may vary and may result in reporting amounts that are too high or too low for any particular period.

Notes with Embedded Derivative Liabilities

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and

accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at

or around the time of conversion upon certain trigger events.

The Company evaluates all its financial instruments to determine if those

contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance

with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity .

This accounting treatment requires

that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date.

the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period

is recorded as either other income or expense.

Upon conversion, exercise or repayment, the respective derivative liability is marked

to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or

expense as part of gain or loss on debt extinguishment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

is made to pages F-1 through F-25 comprising a portion of this Annual Report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Payments for these activities are

based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial

statements as prepaid or accrued research and development expense, as the case may be.

Total research and development costs for the fiscal

years ended December 31, 2025 and 2024 were $2,086,574 and $492,660, respectively.

Stock-Based Compensation

The Company records stock-based compensation equal to the grant date fair value of the stock awards issued.

options issued to employees, non-employees and members of our board of directors for their services on our board of directors, the Company

estimates the grant-date fair value of options using the Black-Scholes option pricing model.

The use of the Black-Scholes option pricing

model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock

consistent with the expected life of the option, risk-free interest rates, and, for grants prior to our initial public offering, the value

of the common stock.

For awards subject to time-based vesting, the Company recognized stock-based compensation expense, on a straight-line

basis over the requisite service period, which is generally the vesting term of the award.

As of December 31, 2025 and 2024, stock-based

compensation expenses totaled $2,418,516 and $1,840,908, respectively, and includes expenses associated with shares issued to service providers and warrant holders.

Clinical Trial Expenses

As part of the process of preparing our

financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research

organizations and consultants and under clinical site agreements in connection with conducting clinical trials.

The financial terms of

these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the

periods over which materials or services are provided under such contracts.

The Company’s objective is to reflect the appropriate

trial expenses in the financial statements by matching those expenses with the period in which services are performed and efforts are

The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing

of various aspects of the trial.

The Company determines accrual estimates based on estimates of services received and efforts expended

that take into account discussion with applicable personnel and outside service providers as to the progress or state of consummation

During the course of a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its

The Company makes estimates of the accrued expenses as of each balance sheet date based on the facts and circumstances known

at that time.

The clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and

other third-party vendors.

Although the Company does not expect the estimates to be materially different from amounts actually incurred,

understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and

may result in reporting amounts that are too high or too low for any particular period.

Convertible Notes with and without Embedded Derivative

The Company has entered into convertible

notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by

the holder, into shares of common stock at a fixed discount to the price of the common stock at or around the time of conversion upon

certain trigger events.

The Company evaluates all its financial instruments to determine if those contracts or any potential embedded

components of those contracts qualify as derivatives.

This accounting treatment requires that the carrying amount of any derivatives

be recorded at fair value at issuance and marked-to-market at each balance sheet date.

In the event that the fair value is recorded as

a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense.

Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or

exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

Not applicable.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis