What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-12 · 413 added, 369 removed, 267 unchanged (75% of the section changed)

2 unchanged sentences

thousands, except for share amounts and par value data)

and cash equivalents

advances, net

expenses and other current assets

Current Assets

Cash and cash equivalents

Vendor advances, net

Prepaid expenses and other current assets

Total Current Assets

Deferred offering costs

Intangible assets, net

Total Other Assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

offering costs

AND SHAREHOLDERS’ EQUITY

payable and accrued expenses

Current Liabilities

Accounts payable and accrued expenses

Total Current Liabilities

Commitments and contingencies

and contingencies

Shareholders’

stock, par value $ 0.001 , 20,000,000 shares authorized;

shares issued and outstanding, respectively;

stock, par value $ 0.001 , 100,000,000 shares authorized;

and 13,736,597 shares issued and outstanding, respectively

paid-in capital

Shareholders’ Equity

Preferred stock, par value $ 0.001 , 20,000,000 shares authorized;

no shares issued and outstanding,

respectively;

Common stock, par value $ 0.001 , 100,000,000 shares authorized;

17,743,765 and 13,736,597 shares issued

and outstanding, respectively;

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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thousands, except for share amounts and per share data)

Three Months Ended

Six Months Ended

and development

and administrative

operating expenses

Research and development

General and administrative

Total operating expenses

Loss from operations

from operations

income (expenses):

discount amortization

other income (expenses)

Interest expense

Debt discount amortization

Interest income

Total other expenses, net

BASIC AND DILUTED LOSS PER COMMON SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

AND DILUTED LOSS PER COMMON SHARE

WEIGHTED-AVERAGE

COMMON SHARES OUTSTANDING

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

Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

Consolidated Statements of Shareholders’ Equity (Unaudited)

thousands, except share amounts)

Paid-in Capital

Balance, March 31, 2025 (unaudited)

Issuance of common shares upon the exercise of pre-funded warrants

Common shares issued for cash through equity line of credit, net of expenses

Issuance of common shares recorded as a vendor advance

Fair value of vested restricted stock units

Net loss for the three months ended June 30, 2025

Balance, June 30, 2025 (unaudited)

Balance, December 31, 2024

Fair value of common shares issued for deferred offering costs

Proceeds from the sale of common shares and pre-funded warrants, net of offering costs

Common shares issued for cash through equity line of credit, net of expenses

Issuance of common shares recorded as a vendor advance

Fair value of vested restricted stock units

Net loss for the six months ended June 30, 2025

Balance, June 30, 2025 (unaudited)

Balance, March 31, 2024 (unaudited)

Net loss for the three months ended June 30, 2024

Balance, June 30, 2024 (unaudited)

Balance, December 31, 2023

Net loss for the six months ended June 30, 2024

Balance, March 31, 2024 (unaudited)

June 30, 2025 (unaudited)

shares issued for cash through equity line of credit, net of expenses

value of vested restricted stock units

of common shares through cashless exercise of stock warrants

loss for the three months ended September 30, 2025

September 30, 2025 (unaudited)

December 31, 2024

value of common shares issued for deferred offering costs

from the sale of common shares and pre-funded warrants, net of offering costs

shares issued for cash through equity line of credit, net of expenses

of common shares recorded as a vendor advance

value of vested restricted stock units

of common shares through cashless exercise of stock warrants

loss for the nine months ended September 30, 2025

September 30, 2025 (unaudited)

June 30, 2024 (unaudited)

of common shares upon the closing of the initial public offering, net of offering costs

of common shares upon conversion of convertible notes payable and accrued interest

of common shares upon conversion of accounts payable

of common shares upon conversion of amounts due to related parties

value of warrants issued in connection with convertible notes payable

value of vested restricted stock units

loss for the three months ended September 30, 2024

September 30, 2024 (unaudited)

December 31, 2023

of common shares upon the closing of the initial public offering, net of offering costs

of common shares upon conversion of convertible notes payable and accrued interest

of common shares upon conversion of accounts payable

of common shares upon conversion of amounts due to related parties

value of warrants issued in connection with convertible notes payable

value of vested restricted stock units

loss for the nine months ended September 30, 2024

September 30, 2024 (unaudited)

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

Consolidated Statements of Cash Flows

Six Months Ended

Cash Flows from Operating Activities

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

Amortization of intangible asset

Amortization of vendor advances

Fair value of vested restricted stock units

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Financing Activities

Proceeds from the sale and exercise of prefunded warrants

Proceeds from the equity line of credit

Proceeds from notes payable - officers

Payment of deferred offering costs

Net cash provided by financing activities

Net increase (decrease) in cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental cash flows disclosures:

Interest paid

Supplemental non-cash financing disclosures:

Common shares issued for deferred offering costs

Common shares issued for vendor advance

Reclassification of deferred offering costs to shareholders’ equity

Accrual for deferred offering costs

Flows from Operating Activities

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

of intangible asset

of vendor advances

of debt discount

value of vested restricted stock units

value of common shares issued in connection with the conversion of accounts payable

value of warrants issued in connection with convertible notes payable

in operating assets and liabilities:

expenses and other current assets

payable and accrued expenses

cash used in operating activities

Flows from Financing Activities

from the sale and exercise of prefunded warrants

from the equity line of credit

from common stock issued for cash in connection with the closing of the initial public offering

from notes payable - officers

of deferred offering costs

cash provided by financing activities

increase in cash and cash equivalents

and cash equivalents, beginning of period

and cash equivalents, end of period

cash flows disclosures:

non-cash financing disclosures:

shares issued for deferred offering costs

shares issued for vendor advance

Reclassification

of deferred offering costs to shareholders’ equity

of convertible notes payable and accrued interest to shareholders’ equity

of accounts payable to shareholders’ equity

of amounts due to related parties to shareholders’ equity

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

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

thousands, except for share amounts and per share data)

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In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.

Operating results for the six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the

year ending December 31, 2025.

Certain information and note disclosures normally included in the financial statements prepared in accordance

with GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these unaudited interim consolidated condensed

financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Annual

Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for

the year ending December 31, 2025.

Certain information and note disclosures normally included in the financial statements prepared in

accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these unaudited interim consolidated

condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in

the Annual Report.

and Capital Resources

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of assets and the settlement of liabilities and commitments in the normal course of business.

the six months ended June 30, 2025, the Company incurred a net loss of $ 2,684 and used cash in operations of $ 1,519 .

During that period,

the Company closed a private financing in which the Company received net proceeds of $ 3,058 and closed two financings from its Equity

Line of Credit (“ELOC”) for net proceeds of $ 210 .

At June 30, 2025, the Company had cash and cash equivalents totaling $ 3,034

the nine months ended September 30, 2025, the Company incurred a net loss of $ 4,082

and used cash in operations of $ 2,357 .

During that period, the Company closed a private financing in which the Company received net proceeds of $ 3,058

and closed three financings under the Company’s equity line of credit (“ELOC”) for net proceeds of $ 3,602 .

At September 30, 2025, the Company had cash and cash equivalents totaling $ 5,575

and shareholders’ equity of $ 7,664 .

Subsequent to June 30, 2025, the Company closed an additional financing from its ELOC totaling

net proceeds of $ 3,693 (see Note 7).

The Company expects its current cash reserves to fund the Company’s operations for at least

12 months from the date of this filing.

Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations

in the future, which will primarily be accomplished by raising additional capital to meet its operating needs and repay its

liabilities arising from normal business operations when they come due.

Since inception, the Company has funded its operations

primarily through equity and debt financings and the Company expects to continue to rely on these sources of capital

until such time as it is able to generate revenue.

The Company expects its current cash reserves to fund the Company’s operations for at least 12 months from the date of this

Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in

the future, which will primarily be accomplished by raising additional capital to meet its operating needs and repay its liabilities

arising from normal business operations when they come due.

Since inception, the Company has funded its operations primarily through

equity and debt financings and the Company expects to continue to rely on these sources of capital until such time as it is able to generate

assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to

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Company has not experienced any losses on deposits since its inception.

Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash

The Company’s cash equivalents consisted of $ 2,537 in money market funds as of June 30, 2025.

There were no cash

equivalents as of December 31, 2024.

The underlying securities in the money market funds held by the Company are all government

backed securities.

Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents.

The Company’s cash equivalents consisted of $ 5,375 in money market funds as of September 30, 2025.

There were no cash equivalents

as of December 31, 2024.

The underlying securities in the money market funds held by the Company are all government backed securities.

Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization.

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2021, with an acquisition cost of $ 800 .

Amortization expense relating to the intangible asset during the six months ended June 30, 2025

and 2024 was $ 80 , respectively, with an unamortized balance of $ 142 and $ 222 as of June 30, 2025, and December 31, 2024, respectively.

Amortization expense relating to the intangible asset during the nine months ended September

30, 2025 and 2024 was $ 120 , respectively, with an unamortized balance of $ 102 and $ 222 at September 30, 2025 and December 31, 2024,

respectively.

of Long-Lived Assets

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No impairment was recorded relating to the

Company’s intangible asset during the six months ended June 30, 2025 and 2024.

Company’s intangible asset during the nine months ended September 30, 2025 and 2024.

(Loss) Per Share

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potential common shares had been issued.

the six months ended June 30, 2025 and 2024, the basic and diluted shares outstanding were the same, as potentially dilutive shares were

considered anti-dilutive.

the nine months ended September 30, 2025 and 2024, the basic and diluted shares outstanding were the same, as potentially dilutive shares

were considered anti-dilutive.

The potentially dilutive securities consisted of the following:

OF POTENTIALLY DILUTIVE SECURITIES

Warrants to purchase common stock

Restricted stock units

to purchase common stock

Offering Costs

Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity

issuances as deferred offering costs until such equity issuances are consummated.

After consummation of the equity issuance, these costs

are recorded as a reduction in the capitalized amount associated with the equity issuance.

Should the equity issuance be delayed or abandoned,

the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations.

As of December

31, 2024, the Company incurred $ 1,377 of deferred offering costs related to the Company’s pending Equity Line of Credit (ELOC)

During the six months ended June 30, 2025, the Company incurred $ 328 of additional costs related to the ELOC.

declared effective on April 24, 2025, and the Company will amortize these costs as cost of capital as the funds are raised, based upon

the Company’s estimate of the ultimate funds raised by the ELOC.

During the three and six months ended June 30, 2025, $ 13 of deferred

offering costs were amortized as cost of capital, and as of June 30, 2025, total deferred offering costs were $ 1,692 related to the ELOC.

Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process

equity issuances as deferred offering costs until such equity issuances are consummated.

After consummation of the equity issuance,

these costs are recorded as a reduction in the capitalized amount associated with the equity issuance.

Should the equity issuance be

delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the

Company’s statement of operations.

As of December 31, 2024, the Company incurred $ 1,377

of deferred offering costs related to the Company’s pending equity line of credit (“ELOC”) offering.

nine months ended September 30, 2025, the Company incurred $ 328

of additional costs related to the ELOC.

The Company’s registration statement registering the ELOC was declared effective on

April 24, 2025, and the Company will amortize these costs as cost of capital as funds are raised, based upon the Company’s

estimate of the ultimate funds raised under the ELOC.

During the nine months ended September 30, 2025, $ 397

of deferred offering costs were amortized as cost of capital, and as of September 30, 2025, total deferred offering costs were

related to the ELOC.

Value Measurements

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due to the short-term maturities of these instruments.

equivalents consisted of money market funds at June 30, 2025.

Money market funds were valued by the Company using quoted prices in active

markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy.

equivalents consisted of money market funds at September 30, 2025.

Money market funds were valued by the Company using quoted prices

in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy.

Accounting Pronouncements

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3 – VENDOR AGREEMENTS

Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the

beginning of the contractual period.

These vendor advances could be paid by the Company either in cash or in shares of common stock,

depending on the terms of the contract.

The advances are reduced by the accumulated value of the services performed by the vendor or

are amortized on a straight-line basis over the service period, whichever is shorter.

As of December 31, 2024, advances to vendors

totaled $ 3,115 ,

being paid in cash and $ 500

being paid in shares of the Company’s common stock (see Note 4).

Amortization expense relating to the vendor advances during

the year ended December 31, 2024 was $ 256 ,

with an unamortized balance of $ 2,859

as of December 31, 2024.

During the six months ended June 30, 2025, an additional advance to a vendor totaled $ 156 ,

with the advance being paid in shares of the Company’s common stock (see Note 4), and amortization expense relating to the

vendor advances was $ 1,298 ,

with an unamortized balance of $ 1,717

as of June 30, 2025.

advances consisted of the following at June 30, 2025, and December 31, 2024:

Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the beginning

of the contractual period.

These vendor advances could be paid by the Company either in cash or in shares of common stock, depending

on the terms of the contract.

The advances are reduced by the accumulated value of the services performed by the vendor or are amortized

on a straight-line basis over the service period, whichever is shorter.

As of December 31, 2024, advances to vendors totaled $ 3,115 ,

with $ 2,615 being paid in cash and $ 500 being paid with shares of the Company’s common stock.

Amortization expense relating to

the vendor advances during the year ended December 31, 2024 was $ 256 , with an unamortized balance of $ 2,859 as of December 31, 2024.

During the nine months ended September 30, 2025, an additional advance to a vendor totaled $ 157 , with the advance being paid with shares

of the Company’s common stock, and amortization expense relating to the vendor advances was $ 1,958 , with an unamortized balance

of $ 1,057 as of September 30, 2025.

advances consisted of the following at September 30, 2025, and December 31, 2024:

OF VENDOR ADVANCES

Prevail Infoworks (a)

PreCheck Health Services (b)

CEO.CA Technologies (c)

Belair Capital Advisors (d)

Cross Current Capital (e)

Infoworks (a)

Health Services (b)

Technologies (c)

Capital Advisors (d)

Current Capital (e)

Vendor advances, gross

accumulated amortization

Vendor advances, net

advances, net

Agreement with Prevail Infoworks, Inc.

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(“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company.

the agreement, the Company was required to make an advance payment of $ 900 to Prevail before commencement of services and, at such

time as we notify Prevail to engage their services related to the relevant clinical trial, or six months from the date of the

agreement, pay approximately $ 80 per month during the time Prevail performs clinical research services for the Company’s Phase

2 ENV 105 prostate and Phase 1 ENV 105 lung clinical trials.

The agreement with Prevail is subject to cancellation at any time upon

30 days’ written notice to the other party.

The Company made the advance payment to Prevail in October 2024 and it is included

in vendor advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

the agreement, the Company was required to make an advance payment of $ 900

to Prevail before commencement of services and, at such time as we notify Prevail to engage their services related to the relevant

clinical trial, or six months from the date of the agreement, pay approximately $ 80

per month during the time Prevail performs clinical research services for the Company’s Phase 2 ENV 105 prostate and Phase 1

ENV 105 lung clinical trials.

The agreement with Prevail is subject to cancellation at any time upon 30 days’ written notice

to the other party.

The Company made the advance payment to Prevail in October 2024 and it is included in vendor advances on the

accompanying balance sheet as of September 30, 2025 and December 31, 2024.

The unamortized balance of the advance was $ 600

as of September 30, 2025.

Agreement with PreCheck Health Services, Inc.

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clinical trials for lung cancer patients and Phase 2 clinical trials for patients with castrate resistant prostate cancer.

exchange for PreCheck’s services, and according to the terms of the Bioassay Services Agreement, the Company paid $ 900 to

PreCheck as an advance for the future laboratory services to be performed.

The payment of $ 900 is included in vendor advances on the

Company’s balance sheet as of June 30, 2025 and December 31, 2024.

The term of the agreement is one year from

the effective date.

exchange for PreCheck’s services, and according to the terms of the Bioassay Services Agreement, the Company paid $ 900

to PreCheck as an advance for the future laboratory services to be performed.

The payment of $ 900

is included in vendor advances on the accompanying balance sheet as of September 30, 2025, and December 31, 2024.

The term of the

agreement is one year from the effective date.

The advance was fully amortized as of September 30, 2025.

Agreement with CEO.CA Technologies Ltd.

September 23, 2024, the Company entered into an advisory and consulting services agreement (the “CEO.CA Agreement”) with

CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based

financial information and communications services for a period of one year for a services fee of $ 250 .

The services fee is an

advance on future services to be performed.

The CEO.CA Agreement includes services such as strategic news placement, news releases,

interviews, monthly analytics and a video launch.

The CEO.CA Agreement contains other customary clauses, including representations

and warranties, indemnification clauses and governing law clauses.

The payment of $ 250 is included in vendor advances on the

Company’s balance sheet as of June 30, 2025 and December 31, 2024.

CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based financial

information and communications services for a period of one year for a services fee of $ 250 .

The service fee is an advance on future

services to be performed.

The CEO.CA Agreement includes services such as strategic news placement, news releases, interviews, monthly

analytics and a video launch.

The CEO.CA Agreement contains other customary clauses, including representations and warranties, indemnification

clauses and governing law clauses.

The payment of $ 250 is included in vendor advances on the accompanying balance sheet as of September

30, 2025, and December 31, 2024.

The advance was fully amortized as of September 30, 2025.

Agreement with Belair Capital Advisors Inc.

September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with

Belair Capital Advisors Inc.

BCA, a venture capital and corporate finance advisory firm, has been a long-term

investor and advisor to the Company and frequently works with early-stage pharmaceutical companies.

The strategic advisory services

provided by BCA consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector,

digital marketing and engagement, market research analysis and business development assistance, among other things.

one-year term of the Strategic Advisory Agreement, in exchange for its services, the Company will pay BCA a $ 365 fee and will issue

BCA 50,000 RSUs, which will vest at the end of six months following the date of issuance.

The payment of $ 365 is included in vendor

advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair

Capital Advisors Inc.

BCA, a venture capital and corporate finance advisory firm, has been a long-term investor

and advisor to the Company and frequently works with early-stage pharmaceutical companies.

The strategic advisory services provided by

BCA consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector, digital marketing

and engagement, market research analysis and business development assistance, among other things.

During the one-year term of the Strategic

Advisory Agreement, in exchange for its services, the Company will pay BCA a $ 365 fee and will issue BCA 50,000 RSUs, which will vest

at the end of six months following the date of issuance.

The payment of $ 365 is included in vendor advances on the accompanying balance

sheet as of September 30, 2025, and December 31, 2024.

The advance was fully amortized as of September 30, 2025.

Agreement with Cross Current Capital LLC

October 1, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Cross Current Capital

LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the “Advisor”),

pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company including, but not

limited, to (a) help drafting a public company competitive overview, (b) help preparing and/or reviewing a valuation analysis, (c) help

in drafting marketing materials and presentations, (d) reviewing the Company’s business requirements and discuss financing and

businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions, (h) auditor

introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and

(k) stand by capital markets advisory services.

For the services rendered thereunder, the Company agreed to pay Cross Current $ 200

LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the

“Advisor”), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the

Company including, but not limited, to (a) help drafting a public company competitive overview, (b) help preparing and/or reviewing

a valuation analysis, (c) help in drafting marketing materials and presentations, (d) reviewing the Company’s business

requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g)

legal counsel introductions, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing

and ways to grow the business organically, and (k) stand by capital markets advisory services.

For the services rendered thereunder,

the Company agreed to pay Cross Current $ 200

in cash and agreed to issue to the Advisor $ 500

of restricted shares of the Company’s common stock under

the Company’s 2023 Plan , calculated at 367,647

of restricted shares of the Company’s common stock under the Company’s 2023 Plan, which was calculated at 367,647

shares (the “Shares”) as of the date of the agreement.

The term of the Consulting Agreement is 24 months and can be extended for another 12 months with the written consent of both parties.

The term of the Consulting Agreement is 24 months and can be

extended for another 12 months upon the written consent of both parties.

The Company made the $ 200

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The payment of $ 200

and the $ 500

value of the shares issued are

included in vendor advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

shares issued in 2024 were subject to a “true up” on April 1, 2025, at which time additional shares will be issued to

the Advisor (or returned by the Advisor to the Company) in order to ensure the shares are valued at $ 500

and the value of the shares issued of $ 500

are included in vendor advances on the accompanying balance sheet as of September 30, 2025 and December 31, 2024.

shares issued in 2024 were subject to a “true up” on April 1, 2025, at which time additional shares were either issuable

to the Advisor or to be returned by the Advisor to the Company in order to ensure the shares were valued at $ 500

as of April 1, 2025.

The April 1, 2025 “true up” resulted in the Company issuing an additional 166,541

shares of its common stock to the Advisor.

Accordingly, on April 1, 2025, the Company issued an additional 166,541

shares of its common stock to the Advisor to bring the value to $ 500 .

The fair value of the additional shares on the date of grant was $ 156 .

1 unchanged sentence

vendor advance as of the same date.

During the three months ended June 30, 2025, the 534,188

shares were issued to the Advisor.

The unamortized balance of the advance was $ 457

at September 30, 2025.

4 – DEFERRED OFFERING COSTS

with Helena Global Investment Opportunities

November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant

to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company,

up to $ 30,000 of the Company’s shares of common stock (the “Equity Line of Credit”).

The Equity Line of Credit will

become available to the Company at such time as it files a registration statement on Form S-1 registering the shares issuable under the

Equity Line of Credit.

In exchange for the Equity Line of Credit, the Company was obligated to issue Helena a certain number of shares

of common stock, calculated using $ 900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement.

As a result, the Company issued Helena 670,641 shares of its common stock valued at $ 1,377 on the date of issuance.

The Company accounted

for the value of the shares issued as deferred offering costs.

The shares vested on the date of the agreement, were issued

to Helena, and are subject to a “true up” based upon the value of the stock at the time the company files and obtains effectiveness

of a registration statement registering the shares for resale.

In addition, the Company agreed to register such shares for resale pursuant

to a registration statement on Form S-1.

April 24, 2025, after the Company’s resale registration statement became effective, the Company issued an additional 384,459

November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”)

pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the

Company, up to $ 30,000

of the Company’s shares of common stock (the “Equity Line of Credit”).

The Equity Line of Credit became available

to the Company after the Company filed a registration statement on Form S-1 registering the shares issuable under the Equity Line of

Credit and such registration statement became effective.

In exchange for the Equity Line of Credit, the Company is obligated to

issue Helena a certain number of shares of common stock, calculated using $ 900

divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement.

As a result, the Company issued

Helena 670,641

shares of its common stock valued at $ 1,377

on the date of issuance.

The Company accounted for the value of the shares issued as deferred offering costs.

The shares vested on

the date of the agreement, were issued to Helena, and were subject to a “true up” based upon the value of the stock

after the company filed and obtained effectiveness of the registration statement registering the ELOC shares for resale.

At December 31, 2024, the balance of the

deferred offering costs was $ 1,377 .

April 24, 2025, the Company issued another 384,459

shares of its common stock to Helena.

The fair value of the shares on the date of grant was $ 327 .

The Company recorded the shares as Common stock to be issued as of March 31, 2025, and recorded the fair value of the shares as

deferred offering costs as of the same date.

The Company recorded the fair value of the shares as deferred offering costs as of the same date.

During the nine months ended

September 30, 2025, the Company amortized $ 397 of

these costs as shares were issued under the agreement.

As of September 30, 2025, the balance of the deferred offering costs was $ 1,308 .

5 – SHAREHOLDERS’ EQUITY

Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s

conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares,

consisting of 100,000,000 shares of common stock, par value of $ 0.001 per share, and 20,000,000 shares of preferred stock, par value

$ 0.001 per share.

Holders of shares of common stock have full voting rights, with one vote for each share held of record.

Shareholders are entitled to receive dividends as may be declared by the board of directors out of funds legally available and share

pro rata in any distributions with shareholders upon liquidation.

Shareholders have no conversion, pre-emptive or subscription

All outstanding shares of common stock are fully paid and non-assessable.

As of June 30, 2025 and December 31, 2024, there

were 17,743,765 and 13,736,597 shares of common stock issued and outstanding, respectively, and no shares of preferred stock

Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion

from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares, consisting of 100,000,000

shares of common stock, par value of $ 0.001 per share, and 20,000,000 shares of preferred stock, par value $ 0.001 per share.

of shares of common stock have full voting rights, one vote for each share held of record.

Shareholders are entitled to receive dividends

as may be declared by the board of directors out of funds legally available and share pro rata in any distributions with shareholders

upon liquidation.

Shareholders have no conversion, pre-emptive or subscription rights.

All outstanding shares of common stock are fully

paid and non-assessable.

As of September 30, 2025 and December 31, 2024, there were 20,821,353 and 13,736,597 shares of common stock issued

and outstanding, respectively, and no shares of preferred stock outstanding, respectively.

Stock Issued for Cash Upon Closing of the Company’s Private Financing

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a half years from the issuance date.

During the six months ended June 30, 2025, the investor exercised 2,500,000 shares of the pre-funded

warrants and as of June 30, 2025, there were no pre-funded shares remaining unexercised.

During the nine months ended September 30, 2025, the investor exercised 2,500,000 shares of the

pre-funded warrants and as of September 30, 2025, there were no pre-funded shares remaining unexercised.

Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

the three and six months ended June 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 510,000 shares of its

the nine months ended September 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 3,510,000 shares of its

common stock to Helena for net proceeds of $ 3,205 .

The shares were issued to Helena during the three and six months ended June 30, 2025.

to June 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 3,000,000 shares of its common stock to Helena

for net proceeds of $ 3,693 , excluding certain related costs.

The shares were issued to Helena in July 2025 (see Note 7).

The shares were issued to Helena during the nine months ended September 30, 2025.

of the 2023 Equity Incentive Plan

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Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and

nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards and other forms of stock

nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock

compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan.

As of June 30, 2025, and December

31, 2024, a total of 1,457,880 shares remained available for issuance under the 2023 Plan.

As of September 30, 2025, and December

31, 2024, a total of 1,602,587 shares and 1,478,000 remained available for issuance under the 2023 Plan.

of Restricted Stock Units (RSUs)

following table summarizes restricted common stock activity during the six months ended June 30, 2025:

following table summarizes restricted common stock activity during the nine months ended September 30, 2025:

OF RESTRICTED COMMON STOCK ACTIVITY

Average Grant

Unvested, December 31, 2024

Unvested, June 30, 2025

Average Grant Date Fair

December 31, 2024

September 30, 2025

September 23, 2024, the Company entered into a strategic advisory agreement with Belair Capital Advisors Inc.

During the one-year term of the agreement, in exchange for its services, the Company issued Belair 50,000 RSUs, which vest six months

During the one-year term of the agreement, in exchange for its services, the Company issued Belair 50,000 RSUs, which vest nine months

from the date of issuance.

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None of these shares vested or were issued during the year ended December 31, 2024.

During the six months

ended June 30, 2025, the 50,000 RSUs vested and the shares were issued to Belair.

During the nine

months ended September 30, 2025, the 50,000 RSUs vested and the shares were issued to Belair.

As of September 30, 2025, no RSUs remained

the closing of the Company’s IPO, the Company entered into agreements with each of its four officers.

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of these RSUs vested during the year ended December 31, 2024.

During the six months ended June 30, 2025, a total of 28,521 RSUs vested,

and the shares were issued to the officers.

During the nine months ended September 30, 2025, a total of 78,000 RSUs

vested, and the shares were issued to the officers.

As of September 30, 2025, 14,000 RSUs remained unvested.

the closing of the Company’s IPO, the Company entered into agreements with each of its three independent directors.

Company’s policy provides that, upon initial election or appointment to the board of directors, each new non-employee director

will be granted a one-time grant, or Director Initial Grant, with a value of $ 50 of RSUs that will vest in substantially equal

annual installments over a period of three years.

The Director Initial Grant is subject to full acceleration of vesting upon the

sale of the Company, in accordance with the terms of the Company’s 2023 Plan.

In 2024, a total of 30,000 RSUs were granted to

the directors.

The fair value of the shares on the date of grant was $ 74 .

During the six months ended June 30, 2025, an additional

Company’s policy provides that, upon initial election or appointment to its board of directors, each new non-employee director

will be granted a one-time grant, or Director Initial Grant, that will vest in substantially equal annual installments over a period

of three years.

The Director Initial Grant is subject to full acceleration of vesting upon the sale of the Company, in accordance

with the terms of the Company’s 2023 Plan.

In 2024, a total of 30,000

RSUs were granted to the directors.

The fair value of the RSUs on the date of grant was $ 43 .

None of the RSUs vested during the year ended December 31, 2024.

During the nine months ended September 30, 2025, an additional 20,120

RSUs were granted to the Company’s new director with a fair value of $ 31 .

None of these RSUs had vested as of the six

months ended June 30, 2025 or the year ended December 31, 2024.

the six months ended June 30, 2025, the Company recorded $ 153 of stock compensation-related expense for the fair value vesting of restricted

common stock.

As of June 30, 2025, $ 192 of unamortized compensation remained.

table below summarizes the Company’s warrant activities for six months ended June 30, 2025:

During the nine months ended September 30, 2025, a total of 16,707

shares vested, and 33,413

RSUs remained unvested.

the nine months ended September 30, 2025, the Company recorded $ 223 of stock compensation-related expense for the fair value vesting

of restricted common stock.

As of September 30, 2025, $ 122 of unamortized compensation remained.

table below summarizes the Company’s warrant activities for nine months ended September 30, 2025:

OF WARRANT ACTIVITY

Average Exercise

December 31, 2024

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Forfeited/Expired

June 30, 2025

and exercisable, June 30, 2025

following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2025:

September 30, 2025

and exercisable, September 30, 2025

following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2025:

OF OUTSTANDING AND EXERCISABLE WARRANTS

Warrants Outstanding

Warrants Exercisable

Exercise Prices

Number Outstanding

Remaining Contractual Life (in years)

Weighted Average

Exercise Price

Average Remaining

Contractual Life

Weighted Average

Exercise Price

$ 0.40 - 0.46

$ 1.40 - 4.80

January 14, 2025, as amended on January 16, 2025, the Company entered into a securities purchase agreement (“SPA”) and

registration rights agreement with a select investor.

In connection with the agreement, on January 16, 2025, the Company issued to

the investor a pre-funded warrant to purchase up to 2,500,000 shares of the Company’s common stock at an exercise price of

$ 0.001 per share.

The warrant is immediately exercisable and will expire when exercised in full.

During the six months ended June

30, 2025, the SPA investor exercised 2,500,000 shares of the pre-funded warrant, and as of June 30, 2025, there were no shares

remaining unexercised.

The investor also received a warrant to purchase up to 3,750,000 shares of the Company’s common stock

at an exercise price of $ 1.40 per share.

The warrant will be exercisable six months from the date of issuance (July 2025) and will

expire five years from the issuance date.

None of the warrant shares were exercisable as of June 30, 2025.

conjunction with closing on the SPA, on January 16, 2025, the Company issued a warrant to purchase 175,000 shares of the

Company’s common stock, exercisable at $ 1.40 per share, to the placement agents to the SPA (the “Placement

The warrant vested upon grant and expire five years from the date of grant.

May and June 2025, in conjunction with the Company’s exercise of the ELOC, the Company issued warrants to purchase 35,700

shares of common stock to the Placement Agents at exercise prices of $ 0.40 and $ 0.46 per share.

The warrants vested upon grant and

expire five years from the date of grant.

intrinsic value for warrant shares outstanding as of June 30, 2025 was $ 4 .

Contractual Life (in years)

January 14, 2025, as amended on January 16, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration

rights agreement with a select investor.

In connection with the agreement, on January 16, 2025, the Company issued the investor a pre-funded

warrant to purchase up to 2,500,000 shares of the Company’s common stock at an exercise price of $ 0.001 per share.

is immediately exercisable and will expire when exercised in full.

During the nine months ended September 30, 2025, the SPA investor

exercised 2,500,000 shares of the pre-funded warrant, and as of September 30, 2025, there were no shares remaining unexercised.

also received a warrant to purchase up to 3,750,000 shares of the Company’s common stock at an exercise price of $ 1.40 per share.

The warrant will be exercisable six months from the date of issuance (July 2025) and will expire five years from the issuance date.

the warrant shares were exercisable as of September 30, 2025.

January 16, 2025, the Company issued a warrant to purchase common stock to the underwriters of the SPA for the purchase of 175,000 shares

of the Company’s common stock at an exercise price of $ 1.40 per share.

The warrant vested upon grant.

The warrant was issued to

the underwriters as they were the placement agents for the SPA noted above.

The warrant expires five years from the date of grant.

May and June 2025, the Company issued warrants to purchase common stock to the underwriters of the SPA for the purchase of 35,700 shares

of the Company’s common stock at exercise prices of $ 0.40 and $ 0.46 per share.

The warrants vested upon grant.

The warrants were

issued to the underwriters as they were the placement agents for the SPA noted above.

The warrants expire five years from the date of

During the three and nine months ended September 30, 2025, a total of 17,850 shares were exercised under a cashless exercise,

leaving 17,850 shares outstanding and exercisable.

A total of 11,402 shares of the Company’s common stock were issued pursuant to

cashless exercise.

July 2025, the Company issued warrants to purchase common stock to the underwriters of the SPA for the purchase of 210,000 shares of

the Company’s common stock at an exercise price of $ 1.23 per share.

The warrants vested upon grant.

The warrants were issued to

the underwriters as they acted as placement agents for the SPA noted above.

The warrants expire five years from the date of grant.

intrinsic value for warrant shares outstanding as of September 30, 2025 was $ 13 .

6 – COMMITMENTS AND CONTINGENCIES

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Company has entered into four exclusive license agreements with Cedars, each of which grants the Company licensing rights with respect

to certain patent rights owned by Cedars as follows:

to certain patent rights owned by Cedars as set forth below:

of use of compounds that bind to RelA of NFkB;

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of generating activated T cells for cancer therapy.

each of the exclusive license agreement in items 1, 2 and 3, the Company was required to pay an initial license fee of $ 5 , reimburse

Cedars for patent protection costs ranging from approximately $ 9 to $ 61 , pay an annual maintenance fee of $ 10 , and pay royalties based

on 3.75 % of net sales and pay other non-royalty sublicense fees ranging from 5 % to 35 % of sales of products.

In addition, for items 1,

2 and 3, the Company is required to pay Cedars based on the following milestones:

upon the successful completion of a Phase I clinical trial;

(for items 1 and 2) and $ 500 (for item 3) upon the successful completion of a Phase II clinical trial for a product and receipt of

each of the exclusive license agreements for items 1, 2 and 3, the Company was required to pay an initial license fee of $ 5 ,

reimburse Cedars for patent protection costs ranging from approximately $ 9

pay an annual maintenance fee of $ 10 ,

and pay royalties based on 3.75 %

of net sales and pay other non-royalty sublicense fees ranging from 5 %

of sales of products.

In addition, for items 1, 2 and 3, the Company is required to pay Cedars based on the following

upon the successful completing of Phase I clinical trial;

(for items 1 and 2) and $ 500 (for item 3) upon the successful completing of Phase II clinical trial for a product and receipt of

Food and Drug Administration (“FDA”) approval for a Phase III clinical trial;

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upon cumulative net sales exceeding $ 5,000 .

the exclusive license agreement in item 4, the Company is required to pay an initial license fee of $ 50 upon raising $ 500 in capital,

the exclusive license agreement related to item 4, the Company is required to pay an initial license fee of $ 50 upon raising $ 500 in capital,

pay an annual maintenance fee of $ 10 , pay royalties based on 4.25 % of patent product sales and 0.5 % of other sales and pay other non-royalty

1 unchanged sentence

In addition, the Company is required to pay Cedars based on the following milestones:

upon the successful completion of a Phase I clinical trial;

upon the successful completion of a Phase II clinical trial and receipt of Food and Drug Administration (“FDA”) or

equivalent regulatory agency in another jurisdiction approval for a Phase III clinical trial;

upon the successful completing of Phase I clinical trial;

upon the successful completing of Phase II clinical trial and receipt of Food and Drug Administration (“FDA”) or equivalent

regulatory agency in another jurisdiction approval for a Phase III clinical trial;

upon receipt of FDA approval of a new drug application;

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Enviro exclusive licensing rights (which include the right to sublicense) with respect to certain patent rights owned by Cedars, as follows:

an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Mitochondrial DNA)”) for Enviro to develop, manufacture, use and sell products utilized or derived from patent rights worldwide related to the “Compositions and Methods for Treating Diseases and Conditions by Depletion of Mitochondrial DNA from Circulation and for Detection of Mitochondrial DNA” invented by Dr.

Exclusive License Agreement (the “Enviro-Cedars License Agreement (Mitochondrial DNA)”) for Enviro to develop, manufacture,

use and sell products utilized or derived from patent rights worldwide related to the “Compositions and Methods for Treating

Diseases and Conditions by Depletion of Mitochondrial DNA from Circulation and for Detection of Mitochondrial DNA” invented

Neil Bhowmick and others;

an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Endoglin Antagonism)” and, collectively with the Enviro-Cedars License Agreement (Mitochondrial DNA), the “Enviro-Cedars License Agreements”) for Enviro to develop, manufacture, use and sell products utilized or derived from the patent rights and technical information worldwide related to the “Sensitization of Tumors to Therapies Through Endoglin Antagonism” invented by Dr.

Exclusive License Agreement (the “Enviro-Cedars License Agreement (Endoglin Antagonism)” and, collectively with the Enviro-Cedars

License Agreement (Mitochondrial DNA), the “Enviro-Cedars License Agreements”) for Enviro to develop, manufacture, use

and sell products utilized or derived from the patent rights and technical information worldwide related to the “Sensitization

of Tumors to Therapies Through Endoglin Antagonism” invented by Dr.

Neil Bhowmick and others.

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at the time the sublicense revenue is generated.

is also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the patent

is also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the

patent rights:

successful completion of a Phase I clinical trial;

successful completion of a Phase II clinical trial, receipt of FDA approval,

and approval for a Phase III clinical trial;

FDA approval of an NDA or BLA;

successful completion of a Phase II clinical trial, receipt of FDA

approval, and approval for a Phase III clinical trial;

FDA approval of a new drug application (or NDA) or biologics license

application (or BLA);

cumulative net sales exceeding $ 50,000 ;

and cumulative net

sales exceeding $ 100,000 .

If all of these payment milestones are met among both of the Enviro-Cedars License Agreements, the required

milestone payments would total in the mid-to-high seven-figures.

and cumulative net sales exceeding $ 100,000 .

If all of these payment milestones are met among both of the Enviro-Cedars License Agreements, the required milestone payments would

total in the mid-to-high seven-figures.

to the Enviro-Cedars License Agreements, Enviro is obligated to meet the following Commercialization Milestones.

Pursuant to the Enviro-Cedars

License Agreement (Endoglin Antagonism), Enviro is obligated to (1) obtain an IND for a patent product within 1 year of the effective

date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or

BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement.

to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product

Pursuant to the

Enviro-Cedars License Agreement (Endoglin Antagonism), Enviro is obligated to (1)

obtain an investigational new drug application (or IND) for a patent product within 1 year of the effective date of the agreement,

(2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or

equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement.

Pursuant to the

Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product

within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the

agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective

date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years

of the effective date of the agreement.

If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive

licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses.

agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the

effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction

within 7 years of the effective date of the agreement.

If the Commercialization Milestones are not met or extended, Cedars may

convert the exclusive licenses into non-exclusive licenses or to co-exclusive licenses or terminate the

Enviro-Cedars License Agreements will, unless sooner terminated, continue in effect on a country-by-country basis until the last of the

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Operating expenses

include all of the remaining costs necessary to operate our business, which primarily include external professional services and

other administrative expenses.

The following table presents the significant segment expenses and other segment items regularly

reviewed by our CODM:

include all the remaining costs necessary to operate our business, which primarily include external professional services and other administrative

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:

OF SEGMENT EXPENSES

Six Months Ended

Research and development, less officer compensation

Officer compensation and wages

Stock-based compensation

Operating expenses

Other income (expenses)

and development, less officer compensation

compensation and wages

income (expenses)

8 – SUBSEQUENT EVENTS

July 2025, in connection with the ELOC agreement with Helena, the Company sold 3,000,000

shares of its common stock to Helena for net proceeds of $ 3,693 ,

excluding certain related costs.

The shares were issued to Helena in July 2025 (see Note 4).

In conjunction with the Company’s exercise of the ELOC, the Company

issued warrants to purchase 210,000 shares of common stock to the Placement Agents at exercise prices of $ 0.40 and $ 0.46 per share.

warrants vested upon grant and expire five years from the date of grant.

November 12, 2025, the Company entered into an amendment (the “Lonza Amendment”) to the sales agreement with Lonza Sales

AG, originally dated February 14, 2008, pursuant to which the Company agreed to purchase and Lonza agreed to testing of standards and

the preparation to manufacture ENV105 antibody to be used in the Company’s Phase 3 clinical trial.

The Company agreed to pay a

total of $ 1,143 in consideration, which will be paid over time as each of the 13 stages of the Lonza Amendment are completed.

October 8, 2025, the Company’s Compensation Committee of the board of directors approved the grant of an aggregate total of 667,940

RSUs to the Company’s executive officers and directors for their services to be performed from October 2025 to October 2026.

RSUs were granted under the Company’s 2023 Equity Incentive Plan and were valued at $ 950 on the date of grant.

Additionally, the

Company’s independent directors received an aggregate total of 57,252 RSUs, with a value of $ 75 on the date of grant.

to the RSU grants described above, the Compensation Committee approved cash bonuses to the Company’s executive officers for fiscal

The aggregate amount of cash bonuses approved for the executive officers was $ 228 .

Each RSU represents the right to receive

one share of the Company’s common stock upon vesting.

The RSUs will vest in full on October 8, 2026, the first anniversary following

the grant date, subject to the recipient’s continuous service with the Company through such vesting date.

Notwithstanding the foregoing

vesting schedule, in the event of a change in control of the Company (as defined in the Plan) occurring prior to the vesting date, all

unvested RSUs will become fully vested immediately upon the occurrence of such change in control.

October 1, 2025, the Board of Directors approved the entry of Kairos and its wholly owned subsidiary, Enviro Therapeutics, Inc.

into a novation agreement (the “Cedars Novation Agreement”) with Cedars-Sinai Medical Center.

The Cedars Novation Agreement

was entered into on October 1, 2025, but effective as of April 17, 2025, for purposes of transferring the exclusive license of two

patents from Enviro, as the original licensee, to Kairos, as the new licensee.

As the new licensee of the two patents, Kairos accepted

and assumed all obligations and liabilities that may arise under the exclusive license agreements from Enviro and Enviro is relieved

of all of its liabilities and obligations under the license agreements.

addition, on October 1, 2025, the Board approved the Company’s entry into a novation agreement (the “Tracon Novation

Agreement”) with Tracon Pharmaceuticals, Inc.

(the “Tracon”) and Enviro pursuant to which Enviro’s rights

and obligations under the license and supply agreement between Tracon, Enviro and Kairos, originally dated May 21, 2021, as amended

to date (the “Tracon License Agreement”), were transferred from Enviro to Kairos and Enviro was relieved of any further

liabilities or obligations under the license and supply agreement.

Under the Tracon License Agreement, Tracon had granted Enviro

exclusive access to its TRC105 and CD105 technologies, which Kairos has now assumed pursuant to the Tracon Novation

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-Q

Item 1. Financial Statements