What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-15 · 198 added, 156 removed, 434 unchanged (45% of the section changed)

17 unchanged sentences

We have leveraged molecular insights of the mechanisms of therapeutic resistance and immune

suppression to develop a new class of novel drugs that we expect will target drug resistance and checkpoints of immune suppression.

of the date of this Annual Report, our product candidates have not been approved as safe or effective by the FDA or any other comparable

suppression to develop a new class of novel drugs that are designed to target drug resistance and checkpoints of immune suppression.

As of the date of this Quarterly Report, our product candidates have not been approved as safe or effective by the FDA or any other comparable

foreign regulator.

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Our net losses were $5,447 and $2,603 for the years ended December 31, 2025

and 2024, respectively.

As of December 31, 2025, we had an accumulated deficit of $14,262.

We expect to continue to incur significant and increasing

expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical

and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates,

maintain and expand our intellectual property portfolio, hire additional research and development and business personnel and operate

as a public company.

will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval

We expect to continue to incur significant

and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through

preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product

candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel,

and operate as a public company.

will not generate revenue from product sales unless and until we successfully complete our clinical trials and obtain regulatory approval

for our product candidates.

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in case of equity financing.

Public Offering (IPO)

September 17, 2024, we closed on our IPO of 1,550,000 shares of common stock at $4.00 per share, for gross proceeds of $6,200, following

our listing on the NYSE American.

Our IPO was underwritten by Boustead Securities, LLC (“Boustead”),

acting as lead underwriter, with the underwriters receiving 7% cash compensation and warrants to purchase a total of 108,500 shares of

common stock, exercisable at $4.80 per share.

Net proceeds relating to the offering, before deducting deferred offering costs, were

Line of Credit Agreement (ELOC)

November 12, 2024, we entered into an ELOC Agreement with Helena Global Investment Opportunities I LTD (“Helena”),

pursuant to which Helena agreed to purchase from the Company up to $30,000 shares of common stock (the “ELOC Shares”).

The Company issued 670,641 shares of restricted common stock (the “Commitment Fee Shares”) to Helena as the

“Commitment Fee” for the ELOC Agreement.

The ELOC Agreement will be available for the Company’s use at such time

following the filing and effectiveness of a resale registration statement registering the ELOC Shares for resale.

At the time of

effectiveness of the resale registration statement (the “Effective Date”), the Commitment Fee Shares will be subject to

a “true-up” pursuant to which, in the event the shares are valued at less than $900 on the Effective Date, additional

shares will be issued to Helena to bring the ELOC Shares to the full $900 value.

November 12, 2024, we entered into an ELOC agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I

LTD (“Helena”), pursuant to which Helena agreed to purchase from the Company up to $30,000 of common stock (the “ELOC

Shares”), which the Company may exercise at any time following effectiveness of a registration statement at a price equal to the

95% of the lowest trading price during the three days following the Company’s notice to Helena to exercise the ELOC Agreement.

The Company issued 670,641 shares of restricted common stock (the “Commitment Fee Shares”) to Helena as a “Commitment

Fee” for the ELOC Agreement.

The ELOC Agreement became available for the Company’s use following the filing and effectiveness

of a resale registration statement registering the ELOC Shares for resale.

Following effectiveness of the resale registration statement

(the “Effective Date”), the Commitment Fee Shares were subject to a “true-up” pursuant to which, as the shares

are valued at less than $900 on the Effective Date, additional shares were issued to Helena to bring the ELOC Shares to the full $900

ELOC Agreement will terminate upon the following events:

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date of the ELOC Agreement or (ii) the date on which Helena has purchased the full $30,000 of ELOC Shares.

ELOC Agreement may be terminated by the Company after its commencement, at the Company’s discretion, provided that there are no

advance notices outstanding for which common stock has yet to be issued, and the Company has paid all amounts owed to Helena under the

ELOC Agreement, including the Commitment Fee shares.

The ELOC Agreement may

also be terminated by the Company after its commencement, at the Company’s discretion, provided that there are no advance notices

outstanding for which common stock has yet to be issued, and the Company has paid all amounts owed to Helena under the ELOC Agreement,

including the Commitment Fee shares.

the Company’s annual meeting of shareholders on June 10, 2025, a majority of the Company’s shareholders approved the issuance

in excess of 19.99% of the Company’s common stock at a price below market value, in accordance with the terms of the ELOC Agreement

and in compliance with Rule 713 of the NYSE American LLC Company Guide.

the year ended December 31, 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 year ended December 31, 2025.

Securities LLC (“Boustead”) and D.

Boral Capital LLC (“D.

Boral”) acted as placement agents (the “Placement

Agents”) in the ELOC offering and, following each exercise, are entitled to cash compensation of 7%, 1% non-accountable fees and

warrants equal to 7%.

To date, the Placement Agents have received total cash compensation equal to $313,225 and a total of 245,750 warrants

to purchase common stock, exercisable at exercise prices of $0.40, $0.46 and $1.2308 per share, which warrants will expire five years

from the date of grant.

2025 PIPE Offering

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2025 PIPE Offering”).

January 16, 2025, the Company closed the January 2025 PIPE Offering for a total purchase price of $3,498 (or $1.399 per Pre-Funded

Unit), with an additional $2.50 payable upon the Investor’s exercise of the Pre-Funded Warrants in full.

advance of closing, on January 16, 2025, the Company and the Investor entered into an amendment and restatement to the Purchase Agreement

(the “A&R Purchase Agreement”), which amended the terms of the Purchase Agreement to include a requirement that the Company

obtain shareholder approval prior to issuing in excess of 19.99% of the Company’s common stock and also amended the Common Warrants

to make them immediately exercisable and reduce the exercise period from 5.5 years to five years.

Other terms of the Purchase Agreement

and Common Warrants remained the same.

Boral Capital LLC (“D.

January 16, 2025, the Company closed the January 2025 PIPE Offering for a total purchase price of $3,498 (or $1.399 per Pre-Funded Unit),

with an additional $2 payable upon the Investor’s exercise of the Pre-Funded Warrants in full.

advance of closing, on January 16, 2025, the Company and the Investor entered into an amended and restated Purchase Agreement (the “A&R

Purchase Agreement”), which amended the terms of the Purchase Agreement to include a requirement that the Company obtain shareholder

approval prior to issuing in excess of 19.99% of the Company’s common stock and also amended the Common Warrants to make them immediately

exercisable and reduce the exercise period from 5.5 years to five years.

Other terms of the Purchase Agreement and Common Warrants remained

Boral acted as co-placement agents for the January 2025 PIPE Offering.

In conjunction therewith,

on January 16, 2025, the Company entered into a Placement Agent Agreement with Boustead (the “Placement Agent Agreement”).

Under the terms of the Placement Agent Agreement, at closing, the Company paid the Placement Agents (i) a cash commission equal to 8%

of the gross proceeds (including a 1% non-accountable expense fee) and (ii) warrants to purchase a total of 175,000 shares of common

stock, exercisable at $1.40 per share, with the total cash and warrant compensation split equally between Boustead and D.

In conjunction therewith, on January 16, 2025, the Company

entered into a Placement Agent Agreement with Boustead (the “Placement Agent Agreement”).

Under the terms of the Placement

Agent Agreement, at closing, the Company paid the Placement Agents (i) a cash commission equal to 8% of the gross proceeds (including

a 1% non-accountable expense fee) and (ii) warrants to purchase a total of 175,000 shares of common stock, exercisable at $1.40 per share,

with the total cash and warrant compensation split equally between the Placement Agents.

January 20, 2025, the Company obtained the approval of 55.4% of the shareholders (the “Majority Shareholders”) for the issuance

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on March 1, 2025.

2026 At the Market Offering

On January 12, 2026, we entered into an at-the-market

(“ATM”) offering agreement (the “ATM Agreement”) with H.C.

Wainwright Co., LLC (the “Placement Agent”)

for the sale, from time to time, of up to $4,524,949 shares of our common stock.

We registered the common stock offered under the ATM

pursuant to prospectus supplement filed in conjunction with our shelf registration statement on Form S-3 (SEC File No.

333-292686), which

was declared effective on January 23, 2026.

Pursuant to the ATM Agreement, the Placement Agent is entitled to a placement agent fee of

3.0% of the gross sale price of shares sold under the ATM.

of Results of Operations

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No revenue was recorded from any sources during the years ended December 31, 2025 and 2024.

respectively.

operating expenses consist of (i) research and development expenses and (ii) general and administrative expenses.

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and is the inventor, with others, of three of the patented technologies that are subject to the Kairos-Cedars license agreements.

are engaged in rolling out Phase 1 and Phase 2 clinical trials for ENV-105 and a Phase 1 trial for KROS-201.

In addition, we are continuously

performing preclinical research including animal models of disease, medicinal chemistry laboratory studies, formulation, and toxicology

and biodistribution studies.

are engaged in rolling out our Phase 1 and Phase 2 clinical trials for ENV 105 and a Phase 1 trial for KROS 201.

In addition, we are

continuously performing preclinical research including animal models of disease, medicinal chemistry laboratory studies, formulation,

and toxicology and biodistribution studies.

Our clinical development costs may vary significantly based on factors such as:

per patient trial costs;

the number of trials required for approval;

the number of sites included in the trials;

the location where the trials are conducted;

the location where the trials are

the length of time required to enroll eligible patients;

the number of patients that participate in the trials;

the number of doses that

patients receive;

of doses that patients receive;

the drop-out or discontinuation rates of patients;

potential additional safety monitoring requested by regulatory agencies;

potential additional safety monitoring requested by

regulatory agencies;

the duration of patient participation in the trials and follow-up;

the cost and timing of manufacturing our product candidates;

of development of our product candidates;

the cost and timing of manufacturing our product

the phase of development of our product candidates;

and the efficacy and safety profile of our product candidates.

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General and administrative expenses also include legal fees relating to patent, corporate,

IPO-related matters, and reporting matters;

IPO-related matters, and SEC reporting matters;

professional fees for accounting, auditing, tax and administrative consulting services;

insurance costs;

administrative travel expenses;

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of the Years Ended December 31, 2025 and 2024

following table summarizes our results of operations for the years ended December 31, 2024 and 2023 (in thousands):

December 31, 2024

December 31, 2023

following table summarizes our results of operations for the years ended December 31, 2025 and 2024:

Operating expenses:

Research and development

General and administrative

and administrative

Total operating expenses

Loss from operations

Other expenses:

Other income (expenses):

Interest expense

Debt discount amortization

Financing costs

Gain on settlement of accounts payable

Total other expenses, net

Debt discount amortization

Gain on settlement of accounts

Total other income (expenses)

and Development Expenses

table below summarizes our research and development expenses for the years ended December 31, 2025 and 2024:

Research and Development Expenses:

December 31, 2024

December 31, 2023

Clinical and related expenses

Total research and development expenses

Development Expenses:

trial and related expenses

Total research and development

and development expenses were $2,135 and $414 for the years ended December 31, 2025 and 2024, respectively.

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table below summarizes our general and administrative expenses for the years ended December 31, 2025 and 2024:

General and Administrative Expenses:

December 31, 2024

December 31, 2023

Stock-related expenses

Administrative Expenses:

Stock-related

Officer and board compensation

Patent related expenses

1 unchanged sentence

Accounting expenses

Other professional service expenses and fees

Fees relating to license agreements

Other professional service

expenses and fees

Fees relating to license

Insurance expenses

Consulting and contract labor expenses

Amortization expense

Other expenses

Total general and administrative expenses

Vendor advances amortization

Intangible amortization

Total general and administrative

and administrative expenses were $3,437 and $1,929 for the years ended December 31, 2025 and 2024, respectively.

Significant changes

between periods consisted of a $481 increase in consulting and contract labor expenses in 2024, primarily relating to consulting expenses

relating to vendor advances;

offset by a $694 decrease in stock-related expenses in 2024, primarily relating to the fair value of common

shares issued in 2023 to shareholders.

expenses, net, were $260 and $98 for the years ended December 31, 2024 and 2023, respectively.

In fiscal year 2024, other expenses were

interest expense of $35, debt discount amortization of $154 and financing costs of $670.

In fiscal year 2024, other income consisted

of a gain on the settlement of accounts payable of $599.

In fiscal year 2023, the other expenses were interest expense of $42 and debt

discount amortization of $56.

between periods consisted of the increase in other professional service expenses and fees, primarily related to being a publicly traded

the increase in insurance expenses, primarily D&O;

and the increase in vendor advance amortization expense in 2025, relating

to our vendor advances in 2025.

Income (Expenses)

income (expenses) was $125 and $(260) for the years ended December 31, 2025 and 2024, respectively.

In 2025, other income was interest

income earned from our money market account.

In 2024, other expenses were interest expense of $35, financing costs of $670 and debt discount

amortization of $154, with other income relating to a gain on the settlement of accounts payable of $599.

and Capital Resources

the year ended December 31, 2023, the Company incurred a net loss of $1,812 and had a shareholders’ deficit of

$2,078 as of December 31, 2023.

During the year ended December 31, 2024, the Company incurred a net loss of $2,603 and used

cash in operations of $3,955.

the year ended December 31, 2024, the Company closed its IPO and received $5,524 of net proceeds, before deducting deferred offering

Due to the funds received through the IPO, as well as the conversion of convertible notes payable and certain accounts payable

upon the closing of the IPO, at December 31, 2024, the Company had cash totaling $1,272 and shareholders’ equity of $4,776.

January 2025, the Company closed its January 2025 PIPE Offering, in which the Company received net proceeds of $3,145.

The Company now

expects its cash to last at least 12 months from the date of filing this Annual Report.

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 obligations 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

it expects to continue to rely on these sources of capital in the future until it is able to generate revenues.

Company has experienced recurring losses from operations since inception and incurred a net loss of $5,447 and used cash in operations

of $3,441 during the year ended December 31, 2025.

These factors raise substantial doubt about the Company’s ability to continue

as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise

additional funds and implement its strategies.

The financial statements do not include any adjustments that might be necessary if the

Company is unable to continue as a going concern.

of December 31, 2025, the Company had cash and short-term investments of $4,491.

Until we can generate sufficient product revenue to

finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private

equity offerings and debt financings, or other capital sources such as potential collaborations, strategic alliances, licensing arrangements

and other arrangements.

Based on our research and development plans, we expect that our existing cash balance may not enable us to fund

our planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this Annual

We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner

than we expect.

In addition, because the design and outcome of our anticipated and any future clinical trials is highly uncertain, we

cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our current

products or any future product candidates.

Additionally, although we have the ability to raise funds through our S-1 and S-3 registration

statements filed in 2025 and 2026, we may not receive some or all of these available proceeds, due to certain factors.

The failure to

receive all or some of the proceeds would exhaust our available capital resources sooner than expected and will require us to obtain

further funding to achieve our business objectives.

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

Even if the Company is able to obtain additional financing, such financing may contain undue restrictions on our operations,

in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

table below summarizes our cash flow activities for the years ended December 31, 2024 and 2023 (in thousands):

Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the

case of debt financing, or cause substantial dilution for our shareholders, in the event of an equity financing.

table below summarizes our cash flow activities for the years ended December 31, 2025 and 2024:

Net cash provided by (used in):

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Investing activities

Financing activities

Net increase (decrease) in cash

the year ended December 31, 2024, we used cash from operating activities of $3,955, compared to $81 provided during the year ended December

Net increase in cash and

cash equivalents

the year ended December 31, 2025, we used cash from operating activities of $3,441, compared to $3,955 used during the year ended December

During the year ended December 31, 2025, we incurred a net loss of $5,447 and had non-cash expenses of $2,182, compared to

a net loss of $2,603 and non-cash expenses of $632 during the year ended December 31, 2024.

The primary non-cash expense during both

periods was stock-related expenses totalling $917 and $913 during the years ended December 31, 2024 and 2023, respectively.

year 2024, non-cash expenses also included a gain on the settlement of accounts payable of $599, and amortization expense relating to

vendor advances of $256.

net change in operating assets and liabilities during the year ended December 31, 2024 was $2,240,

compared to $764 provided during the year ended December 31, 2023.

The primary use of cash relating to operating assets and

liabilities during the year ended December 31, 2024 was the increase in vendor advances of $2,614.

The primary source of cash

expenditures during the year ended December 31, 2023 was the increase in accounts payable and accrued expenses of

the year ended December 31, 2024, we received cash from financing activities of $5,134, compared to $425 used during the year ended December

For the year ended December 31, 2024, cash provided by financing activities consisted of proceeds from our IPO of $5,524 and

proceeds from notes payable to officers of $142.

Net cash used in fiscal year 2024 consisted of the repayment of notes payable to officers

of $142 and the payment of deferred offering costs of $390.

In fiscal year 2023, net cash used by financing activities consisted of the

payment of deferred offering costs of $390.

The primary non-cash expense in 2025 was

the amortization of vendor advances of $2,170.

net change in operating assets and liabilities during the year ended December 31, 2025 used cash of $806, compared to $1,984 used during

the year ended December 31, 2024.

The primary use of cash relating to operating assets and liabilities during the year ended December

31, 2025, was the decrease in accounts payable and accrued expenses.

The primary use of cash during the years ended December 31, 2024,

was the increase in vendor advances.

the year ended December 31, 2025, we provided cash from financing activities of $6,660, compared to $5,134 provided during the year ended

December 31, 2024.

For the year ended December 31, 2025, cash provided by financing activities consisted of proceeds from our private

financing of $3,058 and proceeds of $3,602 from our ELOC.

Net cash provided in 2024 was from net proceeds from our IPO of $5,524 and

proceeds from notes payable – officers of $142.

Net cash used in 2024 consisted of the payment of deferred offering costs of $390

and the repayment of notes payable – officers of $142.

of Amounts Due to Related Parties

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Notes Payable

the year ended December 31, 2022, the Company entered into several convertible note payable agreements with certain investors totalling

the year ended December 31, 2022, the Company entered into several convertible note payable agreements with certain investors totaling

The notes accrue interest at 6% per annum, are unsecured and are due by April 2025.

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owned by Cedars as follows:

use of compounds that bind to RelA of NFkB;

Composition and methods

for treating fibrosis;

Compositions and methods

for treating cancer and autoimmune diseases;

Method of generating activated

T cells for cancer therapy.

of use of compounds that bind to RelA of NFkB;

and methods for treating fibrosis;

and methods for treating cancer and autoimmune diseases;

of generating activated T cells for cancer therapy.

June 2, 2021, our wholly owned subsidiary, Enviro, entered into two Exclusive License Agreements with Cedars, which granted Enviro exclusive

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

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.

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 (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;

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.

Bhowmick and others.

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a debt or an equity financing.

$50 was owed as of December 31, 2024 and that amount was paid to the former CFO in during the period ended March 31, 2025.

$50 was owed as of December 31, 2024 and that amount was paid to the former CFO during the period ended

March 31, 2025.

expect our expenses to increase substantially in connection with our ongoing research activities, particularly as we pursue the advancement

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and reporting systems.

believe that our existing cash, plus the net proceeds from the IPO and the January 2025 PIPE Offering, will enable us to fund our operating

expenses and capital expenditure requirements for at least the next 12 months.

We have based this estimate on assumptions that may prove

to be wrong, and we could exhaust our available capital resources sooner than we expect.

We expect that we will continue to require additional

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policies used in the preparation of our financial statements that require significant estimates and judgments.

have entered into various contracts with service providers pursuant to which we pay the vendors an advance at the beginning of the contractual

have entered into various contracts with service providers pursuant to which we pay the vendor an advance at the beginning of the contractual

These vendor advances could be paid by us either in cash or in shares of common stock, depending on the terms of the contract.

1 unchanged sentence

the service period, whichever is shorter.

of December 31, 2024, advances to vendors totalled $ 3,115 , with $ 2,615 being paid in cash and $ 500 being paid in shares of our common

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.

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 our 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 year ended December 31, 2025,

an additional advance to a vendor totaled $156, with the advance being paid with shares of our common stock, and amortization expense

relating to the vendor advances was $2,170, with an unamortized balance of $845 as of December 31, 2025.

Offering Costs

with Helena Global Investment Opportunities

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

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

after we 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, we are 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, we issued Helena 670,641 shares of its common stock valued at $1,377 on the date of issuance.

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 we 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, we issued another 384,459 shares of its common stock to Helena.

The fair value of the shares on the date of

grant was $328.

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

During the year ended December

31, 2025, we amortized $614 of these costs as shares were issued under the agreement.

As of December 31, 2025, the balance of the

deferred offering costs was $1,091.

and Development Expenses

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provided, we may record net prepaid or accrued expenses relating to these costs.

As of December 31, 2024, we have not made any material

adjustments to our prior estimates of accrued research and development expenses.

As of December 31, 2024 and 2025, we have not made any

material adjustments to our prior estimates of accrued research and development expenses.

Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant

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

What changed 10-K

Item 7. Management’s Discussion and Analysis