What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-15 · 773 added, 658 removed, 307 unchanged (82% of the section changed)

1 unchanged sentence

to Financial Statements

of Independent Registered Public Accounting Firm -Weinberg and Company, P.A .

(PCAOB Firm ID:

of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB Firm ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Balance Sheets as of December 31, 2025 and 202 4

Statements of Operations for the Years Ended December 31, 2025 and 202 4

Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 202 4

Statements of Cash Flows for the Years Ended December 31, 2025 and 202 4

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

have audited the accompanying consolidated balance sheet s of Kairos Pharma, Ltd.

have audited the accompanying consolidated balance sheet of Kairos Pharma, Ltd.

(the “Company”) as of December 31, 2025,

31, 2024 and 2023, the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for each

of two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the two years in the

period ended December 31, 2024, in conformity with accounting principles generally accepted in the United

States of America.

the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2025, and the related notes ( collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and

sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit s .

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit s in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit s

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no

such opinion.

audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit s also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit s provide a reasonable basis for our opinion.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Weinberg & Company P.A.

& Company P.A.

have served as the Company’s auditor since 2025.

Angeles, California

Los Angeles, CA

of Independent Registered Public Accounting Firm

the Shareholders and Board of Directors of

on the Financial Statements

have audited the accompanying consolidated balance sheet of Kairos Pharma, Ltd.

(the “Company”) as of December 31, 2024,

the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2024, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of

its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

have served as the Company’s auditor from 2021 through 2025 (such date takes into account the acquisition of the attest business

of Marcum llp by CBIZ CPAs P.C.

effective November 1, 2024).

Los Angeles, CA

Balance Sheets

thousands, except for share amounts and par value data)

advances, net

expenses and other current assets

Current Assets

offering costs

AND SHAREHOLDERS’ EQUITY (DEFICIT)

payable and accrued expenses

to related parties

Cash and cash equivalents

Vendor advances, net

Prepaid expenses and other

current assets

Current Assets

Deferred offering costs

Intangible assets, net

LIABILITIES AND SHAREHOLDERS’

Current Liabilities

notes payable, net of debt discount of $ 105 at December 31, 2023

and contingencies - Notes 7 and 11

Shareholders’

Equity (Deficit)

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

Accounts payable and accrued

Current Liabilities

Commitments and contingencies

Shareholders’ Equity

Preferred stock, par value $ 0.001 , 20,000,000

shares authorized;

no shares issued and outstanding, respectively;

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

Common stock, par value $ 0.001 , 100,000,000

shares authorized;

20,821,353 and 13,736,597 shares issued and outstanding, respectively;

paid-in capital

Shareholders’ Equity (Deficit)

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Additional paid-in capital

Accumulated deficit

Shareholders’ Equity

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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thousands, except for share amounts and per share data)

and development

and administrative

Ended December 31,

Operating expenses:

from operations

income (expenses):

discount amortization

on settlement of accounts payable

other expenses, net

AND DILUTED LOSS PER COMMON SHARE

and administrative

Total operating expenses

Loss from operations

Other income (expenses):

Interest expense

Debt discount amortization

Financing costs

Gain on settlement of accounts

Total other income (expenses)

BASIC AND DILUTED LOSS

PER COMMON SHARE

WEIGHTED-AVERAGE

COMMON SHARES OUTSTANDING

COMMON SHARES OUTSTANDING BASIC AND DILUTED

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

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thousands, except share amounts)

Paid-in Capital

Balance, December 31, 2023

Fair value of shares issued in connection with shareholder dispute

Issuance of common shares upon the closing

of the initial public offering, net of offering costs

Issuance of common shares upon conversion of

convertible notes payable and accrued interest

Issuance of common shares upon conversion of

accounts payable

Issuance of common shares upon conversion of

amounts due to related parties

Issuance of common shares for deferred offering

Fair value of warrants issued in connection

with convertible notes payable

Fair value of vested restricted stock units

Net loss for the year

ended December 31, 2024

Balance, December 31, 2024

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

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

Issuance of common shares upon conversion of accounts payable

Issuance of common shares upon conversion of amounts due to related parties

Issuance of common shares for deferred offering costs

Warrants issued in connection with convertible notes payable

Stock-based compensation

Proceeds from the sale of common shares and

pre-funded warrants, net of offering costs

Fair value of common shares issued for deferred

offering costs

Common shares issued for cash through equity

line of credit, net of expenses

Issuance of common shares recorded as a vendor

Fair value of vested restricted stock units

Issuance of common shares through cashless

exercise of stock warrants

Net loss for the year

ended December 31, 2025

Balance, December 31,

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Statements of Cash Flows

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Amortization expense - intangible asset

Ended December 31,

Flows from Operating Activities

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of intangible

Amortization of vendor

Amortization of debt discount

Common stock issued in connection with shareholder dispute

Financing costs in connection with the conversion of accounts payable

Stock-based compensation

Warrants issued in connection with convertible notes payable

Gain on settlement of accounts payable

Fair value of vested restricted

Fair value of common shares

issued in connection with the conversion of accounts payable

Fair value of warrants

issued in connection with convertible notes payable

Gain on settlement of accounts

Changes in operating assets and liabilities:

Vendor advances

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Cash Flows from Financing Activities

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

Prepaid expenses and other

current assets

payable and accrued expenses

cash used in operating activities

Flows from Financing Activities

Proceeds from the sale and exercise of prefunded

Proceeds from the equity line of credit

Proceeds from common stock issued for cash

in connection with the closing of the initial public offering

Proceeds from notes payable - officers

Repayment of notes payable - officers

Payment of deferred offering costs

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash beginning of year

Cash end of year

Supplemental cash flows disclosures:

Payment of deferred offering

cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

cash flows disclosures:

Interest paid

Supplemental non-cash financing disclosures:

of common shares for deferred offering costs

of common shares for vendor advances

Reclassification of deferred offering costs to shareholders’ equity

Conversion of convertible notes payable and accrued interest to shareholders’

Conversion of accounts payable to shareholders’ equity

Conversion of amounts due to related parties to shareholders’ equity

Issuance of convertible notes payable recorded as debt discount

non-cash financing disclosures:

Common shares issued

for deferred offering costs

Common shares issued

for vendor advances

Reclassification of

deferred offering costs to shareholders’ equity

Conversion of convertible

notes payable and accrued interest to shareholders’ equity

Conversion of accounts

payable to shareholders’ equity

Conversion of amounts

due to related parties to shareholders’ equity

Issuance of convertible

notes payable recorded as debt discount

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

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on July 15, 2016 and subsequently converted into a Delaware corporation

under the same name, Kairos Pharm, Ltd., on May 10, 2023.

under the same name, Kairos Pharma, Ltd., on May 10, 2023.

The Company is an early-stage biotechnology company focused on the development

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

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 completed its initial public offering (“IPO”) and received $ 5,524 of net

proceeds, before deducting deferred offering costs.

Due to the funds received through the IPO, as well as the conversion of convertible

notes payable and certain accounts payable upon 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 a private financing in which the Company received net proceeds of $ 3,145 (see Note 12).

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

As reflected in the accompanying consolidated financial

statements, the 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 Report.

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.

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 Form 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.

May 10, 2023, the Company effected a 1-for-2.5 reverse stock split of its common stock.

The par value and the authorized shares of the

Company’s common stock were not adjusted as a result of the reverse stock split.

The accompanying consolidated financial statements

and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.

Reincorporation

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.

The accompanying

consolidated financial statements and notes to the financial statements give retroactive effect to the reincorporation for all periods

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements include the accounts

of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc.

All intercompany balances and transactions have been eliminated

in consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

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

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

The Company regularly evaluates estimates and

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it

believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values

of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results

experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences

between the estimates and the actual results, future results of operations will be affected.

Significant estimates in the accompanying

consolidated financial statements include the valuation allowance on deferred tax assets and impairment analysis and useful life for

intangible assets.

includes currency on hand with banks and financial institutions.

The Company had no restrictions on its cash balances at December

31, 2024 and 2023.

of the Company and its former wholly-owned subsidiary, Enviro Therapeutics, Inc.

(“Enviro”) which was dissolved in October

All intercompany balances and transactions have been eliminated in consolidation.

preparation of the financial statements in conformity with accounting principles generally accepted in the U.S.

requires management to

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

at the financial statement date and reported amounts of revenue and expenses during the reporting period.

Significant estimates are used

in the valuation of accruals for potential liabilities, amortization of vendor advances and deferred offering costs, valuations of stock-based

compensation, the realization of deferred tax assets, and impairment analysis and useful life for intangible assets among others.

results could differ from these estimates.

Concentration

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exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Company has not experienced any losses on deposits since inception.

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 totalled $ 3,115 ,

with $ 2,615 being paid in cash and $ 500 being paid with shares of the Company’s common stock (see Note 6).

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

Company’s intangible asset consists of patents that the Company acquired through its acquisition of Enviro

Therapeutics, Inc.

during the year ended December 31, 2021, with an acquisition cost of $ 800 .

Amortization expense relating to the intangible asset during the years ended December 31, 2024 and 2023 was $ 160 ,

respectively, with an unamortized balance of $ 222 and

December 31, 2024 and 2023, respectively.

Amortization expense for the years ended December 31, 2025 and 2026 will be $ 160 and $ 62 , respectively.

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 equivalents.

The Company’s cash equivalents consisted of $ 4,326 in money market funds as of December 31, 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.

Amortization is calculated

based on the estimated useful lives of the assets, which were determined to be five years , using the straight-line method.

The intangible

asset consists of a licensing agreement that the Company acquired through its acquisition of Enviro during the year ended December 31,

2021, with an acquisition cost of $ 800 .

Amortization expense relating to the intangible asset during the years ended December 31, 2025

and 2024 was $ 160 , with an unamortized balance of $ 62 and $ 222 at December 31, 2025 and 2024, respectively.

of Long-Lived Assets

Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment , which addresses financial accounting and

reporting for the impairment of long-lived assets.

A long-lived asset that is held and used should be tested for recoverability whenever

events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable regardless of whether

such carrying amount is zero or negative.

If the estimated undiscounted future cash flows are less than the carrying value, an impairment

determination is required.

In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value

of the long-lived assets.

No impairment was recorded relating to the Company’s intangible asset during the years ended December

31, 2024 and 2023.

Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting

for the impairment of long-lived assets.

A long-lived asset that is held and used should be tested for recoverability whenever events

or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.

If the estimated undiscounted

future cash flows are less than the carrying value, an impairment determination is required.

In that event, a loss is recognized based

on the amount by which the carrying amount exceeds the fair value of the long-lived assets.

No impairment was recorded relating to the

Company’s intangible asset during the years ended December 31, 2025 and 2024.

(Loss) Per Share

loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share .

Basic earnings per share (“EPS”)

is based on the weighted average number of common shares outstanding.

Diluted EPS is based on the assumption that all dilutive securities

are converted.

When options or warrants are outstanding, dilution is computed by applying the treasury stock method.

Under this method,

options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and funds obtained

thereby are assumed to be used to purchase common stock at the average market price during the period.

For the years ended December 31,

2024 and 2023, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive.

At December 31, 2024 and 2023, the potentially dilutive securities consisted of 278,188 and 150,000 shares of common stock

issuable upon exercise of outstanding common stock purchase warrants, respectively, and 172,000 shares issuable upon vesting

of unvested restricted stock units (“RSUs”) as of December 31, 2024.

loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common

shares during the period.

Shares of restricted stock are included in the basic weighted average number of common shares outstanding from

the time they vest.

Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average

number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential

common shares had been issued.

the years ended December 31, 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

Restricted stock units

Offering Costs

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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, 2023, the Company had incurred $ 482 of deferred offering costs related to the Company’s IPO.

the year ended December 31, 2024, a total of $ 872 of deferred offering costs were recorded against the net proceeds received from

the IPO, and $ 1,377 were incurred relating to the Company’s potential Equity

Line of Credit (see Notes 6 and 7).

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.

During the year ended December 31, 2025, the Company issued common shares with a fair value of

$ 328 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 year ended December 31, 2025, $ 614 of deferred offering costs were amortized as cost of capital,

and as of December 31, 2025, total deferred offering costs were $ 1,091 related to the ELOC.

Value Measurements

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due to the short-term maturities of these instruments.

The carrying amounts of the Company’s convertible notes payable approximate

their fair values as the interest rates of the notes are based on prevailing market rates.

equivalents consisted of money market funds at December 31, 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.

tax expense is based on pretax financial accounting income.

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Company was a private company until the completion of its IPO on September 17, 2024.

The Company estimates the fair value of common stock

using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’

Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation.

Each valuation methodology includes

estimates and assumptions that require the Company’s judgment.

These estimates and assumptions include a number of objective and

subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold

its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s

common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale.

Significant changes

to the assumptions used in the valuations could result in different fair values of stock options or warrants at each valuation date,

as applicable.

Prior to the IPO, the Company estimated the fair

value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified

Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation.

valuation methodology includes estimates and assumptions that require the Company’s judgment.

These estimates and assumptions include

a number of objective and subjective factors, including external market conditions, guideline public company information, the prices

at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities

senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering

Significant changes to the assumptions used in the valuations could result in different fair values of stock options or warrants

at each valuation date, as applicable.

Subsequent to September 17, 2024, the Company estimates the fair value of common stock based on

its historical trading price at the date of grants.

fair value of each stock option or warrant grant is estimated using the Black-Scholes option-pricing model.

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and does not expect to pay any cash dividends in the foreseeable future.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the instruments are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all

of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own

common stock and whether the instrument holders could potentially require net cash settlement in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding.

and Advertising Costs

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Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced

disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included

in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures about a reportable segment’s

profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures

required by ASC 280, Segment Reporting, including the significant segment expense disclosures.

The Company adopted ASU 2023-07 beginning

January 1, 2024.

The adoption of this new guidance did not have a material impact to its financial position, results of operations and

November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

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present or future consolidated financial statements.

3 – ADVANCES FROM RELATED PARTIES

the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the

Company, advanced the Company $ 14 .

The advances accrued no interest, were unsecured and were due on demand.

During the year ended December

31, 2022, the Company repaid $ 10 of the advances, and as of December 31, 2023 and September 17, 2024 (the date of the closing of

the Company’s IPO), a total of $ 4 was outstanding.

the three months ended September 30, 2024, the officers agreed to automatically convert the principal into shares of the

Company’s common stock upon the closing of the IPO transaction.

Upon the closing of the IPO, all of the principal

automatically converted into 1,664 shares

of the Company’s common stock based on the conversion price of $ 2.40 ,

which was 60% of the IPO closing price of $ 4.00 .

As the officers received 666 additional

shares based on the 40 %

discounted price, the fair value of those shares, $ 3 ,

was recorded as a financing cost during the year ended December 31, 2024.

As of December 31, 2024, no principal

or interest was due on the advances.

the year ended December 31, 2024, the Company entered into agreements with CEO.CA Technologies Ltd.

and Belair Capital Advisors Inc.,

shareholders of the Company, pursuant to which they will provide certain services to the Company.

The Company made payments of $ 250 and

$ 365 , respectively, to these companies as advances for future services to be performed (see Note 7).

4 – NOTES PAYABLE - OFFICERS

the year ended December 31, 2024, the Company entered into note payable agreements with three of its officers in the aggregate total

The notes accrued interest at 7.5 % per annum, were unsecured and were due one year from the date of issuance.

During the year ended December 31, 2024, the principal of $ 142 and accrued interest of $ 3 were repaid.

In connection with the loans,

the Company issued the officers 36,270 shares of the Company’s common stock.

The Company valued the shares on the date

of grant to be $ 89 (see Note 6).

The value of the shares was recorded in general and administrative expenses during the year ended December

amounts were owed to the officers as of December 31, 2024.

5 – CONVERTIBLE NOTES PAYABLE

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

The notes accrued interest at 6 % per annum, were unsecured, due by April 2025, and automatically converted into shares of

the Company’s common stock upon completion of an IPO.

In the event the Company did not close an IPO transaction within 12

months of the date of the note, the Company had the choice of paying off the principal plus all accrued and unpaid interest, or the note’s

principal balance will increase to 110% of its original balance.

The notes were convertible at the option of the noteholders into shares

of the Company’s common stock at a price per share as defined in the agreement or automatically convertible into shares of the

Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction.

The net proceeds to the Company

relating to the convertible notes, was $ 564 .

As of December 31, 2022, $ 675 of principal was outstanding on the notes, in addition

to $ 17 of accrued and unpaid interest.

the year ended December 31, 2023, no principal or interest payments were made on the notes and the notes accrued interest of $ 43 .

the Company did not close its IPO transaction within 12 months of the date of the notes, the notes’ principal balance increased

to 110% of their original balance, or an increase of $ 68 .

As of December 31, 2023, $ 743 of principal was outstanding on the notes

and $ 60 of accrued and unpaid interest.

Company accounted for the $ 68 increase in the principal balance as a debt discount.

During the year ended December 31, 2023, the

Company amortized $ 16 of debt discount, leaving an unamortized balance of $ 52 as of December 31, 2023.

Also, in connection

with the convertible note agreements, the Company incurred debt issuance costs of $ 111 , which the Company recorded as a debt discount

during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company amortized $ 18 of debt discount, leaving

an unamortized balance of $ 93 at December 31, 2022.

During the year ended December 31, 2023, the Company amortized $ 40 of debt

discount, leaving an unamortized balance of $ 53 as of December 31, 2023.

of December 31, 2023, there was a total unamortized balance of $ 105 .

During the year ended December 31, 2024, as the Company did not

close its IPO transaction within 12 months of the date of the notes, a portion of the notes’ principal balance increased to 110%

of their previous balance, or an increase of $ 49 .

The Company accounted for the $ 49 increase in the principal balance as a debt

discount, leaving an unamortized balance of $ 154 as of September 17, 2024.

As of September 17, 2024, $ 792 of principal was

outstanding on the notes and $ 92 of accrued and unpaid interest.

closing of the Company’s IPO on September 17, 2024, the principal amount of $ 792 , plus the accrued and unpaid interest of $ 92 ,

totaling $ 884 , automatically converted into 368,371 shares of the Company’s common stock based on the principal and accrued

interest due as of September 17, 2024.

Also, the unamortized balance of the debt discount of $ 154 was amortized during the period,

leaving no unamortized balance as of December 31, 2024.

principal or interest was owed on the notes as of December 31, 2024.

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 ,

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 year ended December 31, 2025, an additional advance to a vendor totaled $ 156 , with the advance being paid with shares of the

Company’s common stock, and amortization expense relating to the vendor advances was $ 2,170 , with an unamortized balance of $ 845

as of December 31, 2025.

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

OF VENDOR ADVANCES

Prevail Infoworks (a)

PreCheck Health Services (b)

CEO.CA Technologies (c)

Belair Capital Advisors (d)

Cross Current Capital

Vendor advances, gross

accumulated amortization

Vendor advances,

remaining unamortized balance of $ 845 as of December 31, 2025, will be fully amortized during the year ending December 31, 2026.

Agreement with Prevail Infoworks, Inc.

August 1, 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc.

pursuant to which Prevail agreed to provide certain clinical research services to the Company.

As part of 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

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 December 31, 2025 and 2024.

The unamortized balance of the advance was $ 500 as of December 31, 2025.

Agreement with PreCheck Health Services, Inc.

September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck

Health Services, Inc., a Florida-based corporation (“PreCheck”).

Pursuant to the Bioassay Services Agreement, PreCheck will

provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist

the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1 clinical trials for lung

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

In 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 December 31, 2025

The term of the agreement is one year from the effective date.

The advance was fully amortized as of December 31, 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 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 December

31, 2025 and 2024.

The advance was fully amortized as of December 31, 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.

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 December 31, 2025 and 2024.

The advance was fully amortized as of December 31, 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 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, which was calculated at 367,647 shares (the “Shares”) as of the date of the agreement and were issuable at December

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

The Company made the $ 200 payment in October 2024.

The payment of $ 200 and the value of the shares issued of $ 500 are included

in vendor advances on the accompanying Balance Sheet as of December 31, 2025 and 2024.

367,647 shares issuable 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

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 .

All the issuable shares were issued during the year ended December 31, 2025.

The fair value of the additional shares on

the date of grant was $ 156 .

The Company recorded the fair value of the shares as a vendor advance as of the same date.

The unamortized

balance of the advance was $ 345 at December 31, 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 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 $ 328 .

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

During the year ended

December 31, 2025, the Company 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 .

5 – SHAREHOLDERS’ EQUITY

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Shareholders are entitled to receive dividends

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

with shareholders upon liquidation.

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 December 31, 2024 and 2023, there were 13,736,597 and 10,562,640 shares of common stock

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

Shares Issued in Connection with a Shareholder Dispute

the year ended December 31, 2023, the Company issued 228,284 shares of its common stock to two shareholders relating to the settlement

of a dispute.

The Company valued the shares on the date of grant to be $ 912 .

The value of the shares was recorded in general and administrative

expenses during the year ended December 31, 2023.

Upon the issuance of the shares, the shareholders entered into agreements with the

Company under which they agreed to the final settlement of the dispute.

All outstanding shares of common stock are fully

paid and non-assessable.

As of December 31, 2025 and 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 IPO

September 17, 2024, the Company completed the IPO of its common stock in which the Company issued and sold 1,550,000 shares

of its common stock at a public offering price of $ 4.00 per share.

The total gross proceeds of the IPO were $ 6,200 and the

Company raised $ 5,524 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the

Company, excluding deferred offering costs of $ 872 .

The underwriters were granted a 45-day option to purchase up to an additional 232,500 shares

of common stock from the Company.

September 17, 2024, the Company completed the IPO of its common stock in which the Company issued and sold 1,550,000 shares of its common

stock at a public offering price of $ 4.00 per share.

The total gross proceeds of the IPO were $ 6,200 and the Company raised $ 5,524 in

net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company, excluding deferred

offering costs of $ 872 .

The underwriters were granted a 45-day option to purchase up to an additional 232,500 shares of common stock

from the Company.

No additional shares were sold under the 45-day option.

September 17, 2024, pursuant to the underwriting agreement, the Company issued common stock purchase warrants to the underwriters to

purchase up to 108,500 shares of the Company’s common stock, at an exercise price of $ 4.80 per share, subject

to adjustments.

The warrants will be exercisable during the period commencing on March 16, 2025 and ending on September 17, 2029, and

may be exercised on a cashless basis under certain circumstances.

purchase up to 108,500 shares of the Company’s common stock, at an exercise price of $ 4.80 per share, subject to adjustments.

warrants will be exercisable during the period commencing on March 16, 2025 and ending on September 17, 2029, and may be exercised on

a cashless basis under certain circumstances.

Stock Issued Upon Conversion of Convertible Notes Payable and Accrued Interest

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

$ 675 , with adjustments increasing the principal balance to $ 792 as of September 17, 2024, the date of the Company’s IPO.

of the Company’s IPO, the principal amount of $ 792 , plus the accrued and unpaid interest of $ 92 , totaling $ 884 , automatically converted

into 368,371 shares of the Company’s common stock based on the principal and accrued interest due as of September 17, 2024.

Stock Issued Upon Conversion of Accounts Payable

the year ended December 31, 2024, the Company entered into an agreement with Cedars-Sinai Medical Center (“Cedars”) under

which Cedars agreed to convert $ 750 of the total accounts payable due to them into 312,500 shares of the Company’s

common stock, with such conversion to occur upon the closing of the Company’s IPO.

The conversion price of the shares was equal

to 60 % of the per share IPO price, or $ 2.40 per share.

Upon the closing of the IPO, the shares were issued to Cedars and the debt

was forgiven.

The fair value of the shares was $ 1,250 .

The Company recorded the difference between the fair value of the shares and the

debt forgiven as a financing cost of $ 500 , which was recorded during the year ended December 31, 2024.

which Cedars agreed to convert $ 750 of the total accounts payable due to them into 312,500 shares of the Company’s common stock,

with such conversion to occur upon the closing of the Company’s IPO.

The conversion price of the shares was equal to 60 % of the

per share IPO price, or $ 2.40 per share.

Upon the closing of the IPO, the shares were issued to Cedars and the debt was forgiven.

fair value of the shares was $ 1,250 .

The Company recorded the difference between the fair value of the shares and the debt forgiven as

a financing cost of $ 500 , which was recorded during the year ended December 31, 2024.

during the year ended December 31, 2024, the Company entered into another agreement with Cedars under which Cedars agreed to convert

$ 200 of the total accounts payable due to them into 150,830 shares of the Company’s common stock.

The conversion

price of the shares was equal to 60 % of the closing price of the Company’s common stock on the date of the agreement, or $ 1.33

The fair value of the shares was $ 333 .

The Company recorded the difference between the fair value of the shares and the debt

forgiven as a financing cost of $ 133 , which was recorded during the year ended December 31, 2024.

The conversion price of the shares

was equal to 60 % of the closing price of the Company’s common stock on the date of the agreement, or $ 1.33 per share.

value of the shares was $ 333 .

The Company recorded the difference between the fair value of the shares and the debt forgiven as a financing

cost of $ 133 , which was recorded during the year ended December 31, 2024.

the year ended December 31, 2024, the Company entered into an agreement with its Chief Financial Officer (“CFO”), under which

he agreed to convert $ 172 of the total accounts payable due to him into 51,610 shares of the Company’s common stock

with such conversion to occur upon the closing of the Company’s IPO.

The conversion price of the shares was equal to 83 % of

the IPO price.

Upon the closing of the IPO, the shares were issued to the CFO.

he agreed to convert $ 172 of the total accounts payable due to him into 51,610 shares of the Company’s common stock with such conversion

to occur upon the closing of the Company’s IPO.

The conversion price of the shares was equal to 83 % of the IPO price.

closing of the IPO, the shares were issued to the CFO.

The fair value of the shares was $ 206 .

The Company recorded

the difference between the fair value of the shares and the accounts payable forgiven as a financing cost of $ 34 , which was recorded

during the year ended December 31, 2024.

The Company recorded the difference between

the fair value of the shares and the accounts payable forgiven as a financing cost of $ 34 , which was recorded during the year ended December

No amounts were owed to the CFO as of December 31, 2024.

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to the conversion of its account payable.

Stock Issued Upon Conversion of Amounts Due to Related Parties

the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the

Company, advanced the Company $ 14 .

As of September 17, 2024, the date of the closing of the Company’s IPO, a total of $ 4 was outstanding.

the year ended December 31, 2024, the officers agreed to automatically convert the principal into shares of the Company’s common

stock upon the closing of the IPO transaction.

Upon the closing of the IPO, all of the principal automatically converted into 1,664 shares

of the Company’s common stock based on the conversion price of $ 2.40 , which was 60% of the IPO closing price of $ 4 .

As the officers

received 666 additional shares based on the 40 % discounted price, the fair value of those shares, $ 3 , was recorded as a financing cost

during the year ended December 31, 2024.

As of December 31, 2024, no principal or interest was due on the advances.

Stock Issued for Advances to Vendors

October 1, 2024, the Company entered into a consulting agreement with Cross Current Capital LLC (“Cross Current”) and Alan

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

to the Company (see Note 7).

For the services to be rendered under the agreement, the Company agreed to issue to the Advisor restricted

shares of the Company’s common stock (RSUs) in an amount equal to $ 500 , which RSUs are subject to a six-month vesting period and

will be subject to a “true up” at the end of the vesting period on April 1, 2025.

On the date of the agreement, the Company

issued 367,647 RSUs to the Advisor based on the closing price of the Company’s common stock on that date.

The Company accounted

for the value of the RSU as an advance to the vendor for future services to be performed (see Note 2).

None of these RSUs vested and

no shares were issued during the year ended December 31, 2024.

If at April 1, 2025, the shares issued to the Advisor are valued at less

than $ 500 based on the closing price of the Company’s common stock on that day, additional shares will be issued to the Advisor

as a “true up.” In the event the shares are valued at more than $ 500 on April 1, 2025, the Advisor will be required to return

any shares to the Company in excess of the $ 500 value.

Stock Issued for Deferred Offering Costs

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

to which Helena agreed to provide certain financial services to the Company (see Note 7).

In exchange for the services, the Company issued

Helena 670,641 shares of its common stock, which shares were equal to $ 900 divided by the lowest one-day VWAP during the five trading

days immediately preceding entry into the agreement and valued at $ 1,378 on the date of issuance.

The Company accounted for the value

of the shares issued as an advance to the vendor for future services to be performed (see Note 2).

The shares issued to Helena will be

subject to a “true up” after the registration statement is declared effective, at which time additional shares will be issuable

to Helena in the event the value of the shares is less than $ 900 (or shares will be returned by Helena to the Company in the event the

shares are valued at more than $ 900 ).

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

For the services rendered thereunder, the Company agreed to issue to the Advisor $ 500

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 Shares were subsequently issued to Cross Current in 2025.

value of the shares issued of $ 500

are included in Vendor Advances on the accompanying Balance Sheet as of December 31, 2025 and 2024 (see Note 3).

The Shares 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.

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 $ 157 .

The Company recorded the fair value of the shares as a Vendor Advance as of the same date (see Note 3).

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

January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with

an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of

a pre-funded warrant to purchase one share of common stock, exercisable for $ 0.001 per share, and a common warrant to purchase one and

one half shares of common stock (an aggregate of 3,750,000 ), exercisable at $ 1.399 per share.

On January 16, 2025, the Company closed

on the sale of the Pre-Funded Units for a total purchase price of $ 3,500 (or $ 1.40 per Pre-Funded Unit).

Net proceeds received by the

Company relating to the financing, and subsequent exercise of prefunded warrants was $ 3,058 .

pre-funded warrants have an exercise price of $ 0.001 per share and are immediately exercisable and will expire when exercised in full.

The common warrants have an exercise price of $ 1.40 per share, will be exercisable six months from issuance and will expire five and

a half years from the issuance date.

During the year ended December 31, 2025, the investor exercised 2,500,000 shares of the pre-funded

warrants and as of December 31, 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 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 $ 2,988 , which includes the allocation of deferred offering costs of $ 614 .

The shares were issued

to Helena during the year ended December 31, 2025.

of the 2023 Equity Incentive Plan

July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”).

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, 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 December 31, 2025, and 2024,

a total of 877,395 shares and 1,478,000 remained available for issuance under the 2023 Plan, respectively.

of Restricted Stock Units (RSUs)

following table summarizes restricted stock unit activity during the year ended December 31, 2024:

following table summarizes restricted common stock activity during the years ended December 31, 2024 and 2025:

OF RESTRICTED COMMON STOCK ACTIVITY

Non-vested, December 31, 2023

Non-vested, December 31, 2024

Stock Issued for Services

Unvested, December 31,

December 31, 2025

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 $ 875 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.

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.

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.

year ended December 31, 2024, the Company recorded $ 29 of stock compensation for the fair value vesting of this restricted common stock.

During the years

ended December 31, 2025, the 50,000 RSUs vested and the shares were issued to Belair.

As of December 31, 2025, no RSUs remained unvested.

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

Such agreements provided

for annual cash compensation and annual grants of RSUs in accordance with the terms of the Company’s 2023 Equity Incentive Plan.

The RSU grants vest annually and are subject to full acceleration of vesting upon the sale of the Company.

Upon the closing of the IPO,

the Company granted the officers 92,000 RSUs.

The fair value of the shares on the date of grant was $ 226 .

None of these RSUs vested or

were converted into shares of common stock during the year ended December 31, 2024.

the three months ended December 31, 2024, the Company issued its CFO 32,071 RSUs relating to bonus RSUs issued as a result of the completion

of the Company’s IPO.

The Company valued the RSUs on the date of the grant to be $ 42 .

The RSUs vested upon the date of grant and

were issued to the CFO.

the year ended December 31, 2024, the Company recorded $ 93

of stock compensation for the fair value vesting

of this restricted common stock.

from Officers

the year ended December 31, 2024, the Company entered into note payable agreements with three of its officers in the aggregate amount

of $ 142 (see Note 4).

In consideration for making the loans to the Company, the Company issued the officers 36,270 shares of

the Company’s common stock.

The Company valued the shares on the date of grant to be $ 89 .

The shares vested upon grant and were

issued to the officers.

During the year ended December 31, 2024, the Company recorded $ 89 of stock compensation for the fair value vesting

of this restricted common stock.

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

agreements provide for annual cash compensation of $ 50 , payable in quarterly installments in arrears, plus an additional $ 10 cash compensation

for the chair of the audit committee.

In addition, the Company’s policy provides that, upon initial election or appointment to

our board of directors, each new non-employee director will be granted a one-time grant, or Director Initial Grant, of 10,000 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 Equity Incentive Plan.

The 30,000 RSUs

were granted effective on the IPO closing date.

for annual grants of RSUs in accordance with the terms of the Company’s 2023 Equity Incentive Plan.

The RSUs vest over one- or

two-year periods and are subject to full acceleration of vesting upon the sale of the Company.

Upon the closing of the Company’s

IPO in September 2024, the Company granted the officers 92,000 RSUs.

The fair value of the shares on the date of grant was $ 226 .

None of these shares vested

or were issued during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company recorded $ 7 of stock

compensation for the fair value vesting of restricted common stock.

the year ended December 31, 2024, the Company recorded $ 218 of stock compensation-related expense for the fair value vesting of restricted

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

During the years ended December 31, 2025, a total of 78,000 RSUs vested,

and the shares were issued to the officers.

As of December 31, 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.

The 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

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

During the years ended December 31, 2025, an additional 20,120

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

During the year ended December 31, 2025, a total of 16,707

shares vested, and 33,413 RSUs remained unvested.

the years ended December 31, 2025, the Company recorded $ 482 of stock compensation-related expense for the fair value vesting of restricted

common stock.

As of December 31, 2025, $ 813 of unamortized compensation remained.

of the 2023 Equity Incentive Plan

July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”).

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, 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.

No shares were

issued under the 2023 Plan as of December 31, 2023 and there were a total of 172,000 RSUs outstanding under the 2023 Plan as

of December 31, 2024.

As of December 31, 2024, a total of 1,478,000 shares remained available for issuance under the 2023

table below summarizes the Company’s warrant activities for years ended December 31, 2024 and 2025:

OF WARRANT ACTIVITY

Number of Warrant

Balance, December

$ 4.17 - 8.33

Forfeited/Expired

Balance, December 31, 2024

Forfeited/Expired

Balance, December 31, 2024

( 2,517,850 )

Vested and exercisable, December 31, 2024

$ 2.40 - 4.17

Forfeited/Expired

December 31, 2025

and exercisable, December 31, 2025

following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2025:

OF OUTSTANDING AND EXERCISABLE WARRANTS

Exercise Price

the year ended December 31, 2022, the Company entered into a convertible note payable agreement with an individual in the amount of $ 250 .

In connection with that agreement, the Company granted a warrant to the lender to purchase up to 150,000 shares of the Company’s

common stock with an exercise price of $ 4.17 per share.

The warrant vested upon grant and expires in March 2025.

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 years ended December 31, 2025, the SPA investor exercised

2,500,000 shares of the pre-funded warrant, and as of December 31, 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.

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

warrant shares were exercisable as of December 31, 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 year ended December 31, 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.

September 17, 2024, upon the closing of the IPO, the Company issued stock warrants to the participating underwriters for the purchase

of up to 108,500 shares of the Company’s common stock, at an exercise price of $ 4.80 per share, subject to adjustment.

The warrants will be exercisable during the period commencing on March 16, 2025, and ending on September 16, 2029, and may be exercised

on a cashless basis under certain circumstances.

will be exercisable during the period commencing on March 16, 2025, and ending on September 16, 2029, and may be exercised on a cashless

basis under certain circumstances.

September 17, 2024, upon the closing of the IPO, the Company issued a stock warrant to the underwriters for the purchase of 19,688 shares

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The warrant vested upon grant.

The warrant was issued to the underwriters

as they were the placement agents for the convertible notes payable (see Note 5).

The Company valued the warrant using a Black-Scholes

pricing model with the following weighted average assumptions:

fair value of the Company’s stock price of $ 2.46 per share,

the expected term of 2.5 years, volatility of 100 %, dividend rate of 0 %, and risk-free interest rate of 3.49 %.

The fair value of the warrant of $ 29 was recorded to general and administrative expense during the year ended December 31, 2024.

The warrant expires five years from the date of grant.

was no intrinsic value for warrant shares outstanding at December 31, 2024.

7 – COMMITMENTS

Agreement with Prevail Infoworks, Inc.

August 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc.

pursuant to which Prevail agreed to provide certain clinical research services to the Company.

As part of the agreement, the Company

must make an advance payment of $ 900 to Prevail before they begin their 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 (see Note 8).

part of the agreement, the Company must make an advance payment of $ 900 to Prevail before they begin their services.

made the advance payment to Prevail in October 2024.

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

sheet as of December 31, 2024 (see Note 2).

Agreement with PreCheck Health Services, Inc.

September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck

Health Services, Inc., a Florida-based corporation (“PreCheck”).

Pursuant to the Bioassay Services Agreement, PreCheck will

provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist

the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1 clinical trials for lung

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

In order to identify biomarkers for patient

screening and therapy monitoring using carotuximab (ENV105), PreCheck will utilize its SolidTumorCheck+ platform for the somatic gene

expression analysis of biopsy tissue samples derived from patients with lung and prostate cancer, as part of the Company’s ongoing

clinical trials.

In furtherance of these efforts, PreCheck will develop a companion diagnostic to support its identification of such

patients with a three gene PCR analysis or other genetic analysis, which diagnostic test will then be developed and submitted to the

Food and Drug Administration (“FDA”) for castrate-resistant prostate cancer patients and for lung cancer patients on Tagrisso.

In 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 December 31, 2024 (see Note 2).

The term of the agreement is one year from the effective date.

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 service fee is an advance on future

services to be performed.

The CEO.CA Agreement includes such services 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 December

31, 2024 (see Note 2).

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 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 December 31, 2024 (see Note 2).

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 $ 200,000 in

cash and agreed to issue to the Advisor restricted shares of the Company’s common stock, issuable under the Company’s 2023

Plan, in an amount equal to $ 500,000 (the “Shares”), which Shares shall vest at the end of six months after issuance.

On the date of the agreement, the Company agreed to issue 367,647 shares of its common stock to the Advisor based on the closing price

of the Company’s common stock on that date.

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 payment in October 2024.

The payment of $ 200 and the

value of the shares issued of $ 500 are included in vendor advances on the accompanying balance sheet as of December 31, 2024.

367,647 shares will be subject to a “true up” on April 1, 2024, 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 as of April 1, 2024.

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 the 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 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.

The Company has agreed to register such shares for resale pursuant to a registration statement on Form S-1.

In exchange for the services,

the Company issued Helena 670,641 shares of its common stock valued at $ 1,378 on the date of issuance.

The Company accounted for the

value of the shares issued as deferred offering costs (see Note 2).

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.

The warrant was issued to the underwriters as

they were the placement agents for the convertible notes payable (see Note 5).

The Company valued the warrant using a Black-Scholes pricing

model with the following weighted average assumptions:

fair value of the Company’s stock price of $ 2.46 per share, the expected

term of 2.5 years, volatility of 100 %, dividend rate of 0 %, and risk-free interest rate of 3.49 %.

The fair value of the warrant of $ 29

was recorded to General and Administrative expense during the year ended December 31, 2024.

The warrant expires five years from the date

intrinsic value for warrant shares outstanding as of December 31, 2025 was $ 4 .

6 – COMMITMENTS AND CONTINGENCIES

Exclusive License Agreements with Cedars-Sinai Medical Center (Cedars)

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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 the raising of $ 500 in capital,

the exclusive license agreement in 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

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upon cumulative net sales exceeding $ 50,000 .

June 2, 2021, the Company’s wholly owned subsidiary, Enviro Therapeutics, Inc.

(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:

of December 31, 2025, no amounts were due under the Exclusive License Agreements between Cedars and the Company.

June 2, 2021, the Company’s then-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:

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

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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

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.

exchange for each of the licenses, Enviro is required to pay an upfront license fee in the mid four-figures and low-five figures, respectively.

Enviro is also required to reimburse Cedars for the costs in the mid-to-high six figures incurred in the prosecution of the patent rights

subject to the Enviro-Cedars License Agreements prior to the date of execution of such agreements, and certain costs and fees then outstanding

aggregating in the low-six figures owed by Kairos pursuant to the Kairos-Cedars License Agreements.

Pursuant to the Enviro-Cedars License

Agreements, Cedars shall also receive royalty payments of a mid-single-digit percentage of net sales of products associated with the

licensed patent right and less than one percent of net sales of other products derived from Cedars’ technical information, with

a minimum annual royalty fee in the low five-digits due beginning on the third anniversary of the effective date of the Enviro-Cedars

License Agreements.

To the extent Enviro derives non-royalty sublicensing revenues, a high single-digit to low double-digit percentage

of such revenues would be due and payable to Cedars, with the actual percentage of such revenues dependent on the stage of FDA authorization

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

exchange for each of the licenses, pursuant to the terms of the Exclusive License Agreements, Enviro was required to pay an upfront

license fee in the mid four-figures and low-five figures, respectively.

Enviro was also required to reimburse Cedars for the costs

in the mid-to-high six figures incurred in the prosecution of the patent rights subject to the Enviro-Cedars License Agreements

prior to the date of execution of such agreements, and certain costs and fees then outstanding aggregating in the low-six figures

owed by Kairos pursuant to the Kairos-Cedars License Agreements.

Pursuant to the Enviro-Cedars License Agreements, Cedars was also

to receive royalty payments of a mid-single-digit percentage of net sales of products associated with the licensed patent right and

less than one percent of net sales of other products derived from Cedars’ technical information, with a minimum annual royalty

fee in the low five-digits due beginning on the third anniversary of the effective date of the Enviro-Cedars License Agreements.

the extent Enviro derived non-royalty sublicensing revenues, a high single-digit to low double-digit percentage of such revenues

would be due and payable to Cedars, with the actual percentage of such revenues dependent on the stage of FDA authorization at the

time the sublicense revenue is generated.

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

successful completion of a Phase I clinical trial;

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sales exceeding $ 100,000 .

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

If all of these payment milestones are met among both of the Exclusive 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

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.

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

to the Exclusive License Agreements, Enviro was obligated to meet the following Commercialization Milestones.

Pursuant to the

Enviro-Cedars License Agreement (Endoglin Antagonism), Enviro was 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.

Pursuant to the Enviro-Cedars License Agreement (Mitochondrial

DNA), Enviro was 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

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.

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

patents covering the patent rights or future patent rights expires.

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or (f) upon mutual written agreement of the parties.

with former Chief Financial Officer

Company has an agreement with its former Chief Financial Officer that requires the Company to pay $ 50 upon the completion of raising

more than $ 850 in debt or equity financing.

No amount was owed at December 31, 2022 and 2023.

During the year ended December 31, 2024,

the Company made a payment of $ 50 to the former CFO.

No amounts were owed under the agreement as of December 31, 2024.

Novation Agreements

On October 1, 2025, the Board of Directors approved

the entry of Kairos and Enviro into a novation agreement (the “Cedars Novation Agreement”) with Cedars.

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.

In addition, on October 1, 2025, the Board approved

the Company’s entry into a novation agreement (the “Tracon Novation Agreement”) with Tracon Pharmaceuticals, Inc.

“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.

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 Agreement.

with Lonza Sales AG

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

AG (“Lonza”), 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 2 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.

As of December 31, 2025, Lonza’s testing and preparation of the ENV105 antibody had yet to be completed and

the Company had yet to make any payments to Lonza.

the Company’s knowledge, it is not currently the subject of any material legal proceeding.

In the future, the Company may be involved

in actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our

business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy

and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights

infringement, false or misleading advertising, or other legal claims relating to our business.

7 – INCOME TAXES

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State income taxes

Permanent differences

Valuation allowance against net deferred tax assets

Valuation allowance against

net deferred tax assets

Effective rate

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SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES

Deferred income tax assets:

Net operating loss carryforwards

Accrual to cash

Capitalized research and development expenses

Amortization of intangibles

Total deferred income tax assets

Deferred income

Net operating

loss carryforwards

Total deferred income tax

valuation allowance

Total net deferred income tax assets

income tax liabilities:

net deferred income taxes

Deferred income

tax liabilities:

Amortization of intangibles

Accrual to cash

Total deferred income tax liabilities

Total deferred income tax assets

Company has recorded as of December 31, 2024 and 2023 a valuation allowance of $ 841 and $ 1,581 , respectively, as it believes that it

is more likely than not that the deferred tax assets will not be realized in future years.

Management has based its assessment on the

Company’s lack of profitable operating history.

The valuation allowance increased by $ 727 and $ 477 in 2024 and 2023, respectively,

primarily as a result of the Company generating additional net operating losses.

Company conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2024 and

Company has net operating loss (“NOL”) carryforwards of approximately $ 4,300

and are subject to IRS code section 382 limitations.

Of the total federal net operating loss, approximately $4,000 has an

indefinite carryforward period as of December 31, 2024.

The remaining federal and California net operating loss carryforwards will

expire through December 31, 2044, unless previously utilized.

NOL carryforwards may be subject to limitation under Sections 382 of

the Internal Revenue Code, and similar state provisions which limit the amount carryforwards that can be utilized to offset future

taxable income.

In general, an ownership change, as defined by Sections 382, results from transactions increasing ownership of

certain stockholders in the stock of the corporation by more than 50 percentage points over a three-year period.

The Company does

not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss carryforwards until the

time that it anticipates it will be able to utilize these tax attributes.

This could impose an annual limit or reduction on the

Company’s ability to utilize net operating loss carryforwards and could cause U.S.

federal income taxes to be paid earlier

than otherwise would be paid if such limitations were not in effect.

federal net operating loss carryforwards are stated

before any such anticipated limitations.

If a change in ownership were to have occurred, the Company’s NOL carryforwards could

be eliminated or restricted.

deferred income tax liabilities

Total deferred income

of December 31, 2025, the Company has net operating loss (“NOL”) carryforwards of approximately $ 9,900 and are subject to

IRS code section 382 limitations.

Of the total federal net operating loss, approximately $9,600 has an indefinite carryforward period

as of December 31, 2025.

The remaining federal and California net operating loss carryforwards will expire through December 31, 2045,

unless previously utilized.

NOL carryforwards may be subject to limitation under Sections 382 of the Internal Revenue Code, and similar

state provisions which limit the amount carryforwards that can be utilized to offset future taxable income.

In general, an ownership

change, as defined by Sections 382, results from transactions increasing ownership of certain stockholders in the stock of the corporation

by more than 50 percentage points over a three-year period.

The Company does not anticipate performing a complete analysis of the limitation

on the annual use of the net operating loss carryforwards until the time that it anticipates it will be able to utilize these tax attributes.

This could impose an annual limit or reduction on the Company’s ability to utilize net operating loss carryforwards and could cause

federal income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect.

operating loss carryforwards are stated before any such anticipated limitations.

If a change in ownership were to have occurred, the

Company’s NOL carryforwards could be eliminated or restricted.

8 – GAIN ON SETTLEMENT OF ACCOUNTS PAYABLE

4 unchanged sentences

In October 2024, the Company made the $ 150 payment to the law firm.

December 31, 2024, no amounts were owed to the law firm.

As of December

31, 2024, no amounts were owed to the law firm.

9 – SEGMENT INFORMATION

Company operates and manages its business as one reportable

segment and operates as a clinical stage biopharmaceutical company.

The Company’s current focus is on developing immunotherapy

and cell therapies for the treatment of cancer.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief

Executive Officer, who reviews financial information presented and decides how to allocate resources based on net income (loss).

income (loss) is used for evaluating financial performance.

Company operates and manages its business as one reportable segment and operates as a clinical-stage biopharmaceutical company.

The Company’s

current focus is on developing immunotherapy and cell therapies for the treatment of cancer.

The Company’s Chief Operating Decision

Maker (“CODM”) is the Chief Executive Officer, who reviews financial information presented and decides how to allocate resources

based on net income (loss).

Net income (loss) is used for evaluating financial performance.

segment expenses include research and development, officer compensation, insurance, and stock-based compensation.

Operating expenses include all

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

Operating expenses

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

Research and development

ended December 31,

Research and development, less

officer compensation

Officer compensation and wages

Stock-based compensation

1 unchanged sentence

Other income (expenses)

11 - LEGAL MATTERS

the Company’s knowledge, it is not currently the subject of any material legal proceeding.

In the future, the Company may be involved

in actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our

business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy

and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights

infringement, false or misleading advertising, or other legal claims relating to our business.

10 – SUBSEQUENT EVENTS

On January 14, 2025, the Company entered into a securities

purchase agreement and registration rights agreement with a select investor for the sale and issuance of 2,500,000

units (the “Pre-Funded Units”), with each

Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $ 0.001

per share, and a common warrant to purchase one

and one half shares of common stock, exercisable at $ 1.399

On January 16, 2025, the Company closed

on the sale of the Pre-Funded Units for a total purchase price of $ 3,500

per Pre-Funded Unit).

Net proceeds received by

the Company relating to the financing were $ 3,145 .

April 1, 2025, the Company issued Cross Current 166,541 shares of its common stock in connection with its agreement with Cross Current.

January 2026, the Company filed a shelf registration statement on Form S-3 (SEC File No.

333-292686) registering up to $ 75 million

in aggregate securities and, in conjunction therewith, filed a prospectus supplement for the sale of up to $ 4.5

million of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with H.C.

Wainwright and

Co., LLC (the “Placement Agent”).

Under the ATM Agreement, the Placement Agent will be entitled to 3.0 % of the gross

proceeds of any sales made under the ATM Agreement.

As a result of the ATM offering, subsequent to December 31, 2025, the Company

raised $ 385 through the sale of 589,845 shares of its common stock.

March 2, 2026, the Company entered into a binding term sheet with Celyn Therapeutics, Inc., a privately held biotechnology company, regarding

a proposed asset acquisition of CL-273, an investigational, reversible, wild type sparing pan EGFR small molecule inhibitor being developed

by Eilean Therapeutics for EGFR mutant non-small cell lung cancer.

Pursuant to the term sheet, the Company will receive 100% of the development, manufacturing, commercialization rights,

patent prosecution and patent filing rights worldwide to CL-273 in exchange for upfront payment of 16.5% of the Company’s outstanding

capital stock, with such stock to be issued in the form of Common Stock or convertible preferred stock, and milestone payments of (i)

$ 15 million payable at NDA or BLA FDA, with such payment to be made in combination of cash and stock and (ii) 2 % royalties from net revenue

generated from sales in the U.S.

for the life of the intellectual property.

Closing is subject to satisfactory completion of due diligence

and negotiation of a definitive acquisition agreement.

On March 27, 2026, the Company entered into an additional statement

of work to the sales agreement with Lonza Sales AG (“Lonza”), 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 2 clinical trial.

The Company agreed to pay an approximate total of $ 2,000 in consideration, which will be paid over time as each

of the 13 stages of the Lonza Amendment are completed.

See Note 6 for further details.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

discussed in Form 8-K filed with the SEC on April 28, 2025 (the “Form 8-K”), which is incorporated herein by reference，on

April 23, 2025, the Audit Committee of the Company selected Weinberg and Company, P.A.

(“Weinberg”) to serve as the Company’s

independent registered public accounting firm for the review of its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for

the fiscal year ending December 31, 2025.

As a result, the Audit Committee dismissed Marcum LLP (“Marcum”) and Marcum would

no longer serve as the Company’s independent registered public accounting firm, effective as of April 23, 2025.

audit report on our financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinion or disclaimer of

opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the

financial statements of the Company for the year ended December 31, 2023 was modified as to contain uncertainty about the Company’s

ability to continue as a going concern.

the years ended December 31, 2024 and 2023 and through the date of the Form 8-K, the Company had no “disagreements” (as defined

in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) with Marcum on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Marcum would

have caused them to make reference thereto in their reports on the financial statements for such periods.

were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K for the years ended December 31, 2024 or 2023 except for

the material weaknesses in internal control over financial reporting for the fiscal years ended December 31, 2024 and 2023, as disclosed

in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the years ended December 31, 2024 and 2023.

the years ended December 31, 2024 and 2023, prior to retaining Weinberg, the Company did not consult with Weinberg regarding either:

(i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion

that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the

Company that Weinberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing

or financial reporting issue;

or (ii) any matter that was the subject of a “disagreement” or a “reportable event”

(as those terms are defined in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K, respectively).

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 8. Financial Statements and Supplementary Data