What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 530 added, 398 removed, 491 unchanged (65% of the section changed)

20 unchanged sentences

Preferred stock, par value $ 0.0001 , 5,000,000 shares authorized;

0 issued and outstanding

shares issued and outstanding as of June 30, 2025, and December 31, 2024

Common stock, par value $ 0.0001 , 100,000,000 shares authorized;

2,705,263 and 1,394,263 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

7,443,577 and 1,394,263 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

AND COMPREHENSIVE LOSS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating expenses:

4 unchanged sentences

( 3,945,034 )

( 7,491,078 )

( 7,985,808 )

Other income (expense):

1 unchanged sentence

Realized foreign currency translation loss from dissolution of subsidiaries

Foreign currency gain

Interest and dividends, net

3 unchanged sentences

( 3,866,249 )

( 7,279,395 )

( 7,727,089 )

Provision for income taxes

1 unchanged sentence

$ ( 3,866,249 )

$ ( 7,279,395 )

$ ( 7,727,089 )

Weighted-average common shares outstanding, basic and diluted

3 unchanged sentences

$ ( 3,866,249 )

$ ( 7,279,395 )

$ ( 7,727,089 )

Foreign currency translation

2 unchanged sentences

$ ( 3,869,161 )

$ ( 7,273,764 )

$ ( 7,730,621 )

See accompanying notes to the unaudited condensed

15 unchanged sentences

$ ( 39,179,378 )

Stock-based compensation:

-restricted stock units

-stock options

Foreign currency translation

( 3,866,249 )

Balance at June 30, 2024

$ ( 43,045,627 )

Balance at January 1, 2025

2 unchanged sentences

-stock options

Issuance of common stock at-the-market for cash, net of offering costs

Issuance of common stock under ATM agreement, net of offering costs

Issuance of common stock from the exercise of pre-funded warrants, net

Foreign currency translation

Realized foreign currency translation loss from dissolution of subsidiaries

( 3,563,238 )

2 unchanged sentences

$ ( 53,146,016 )

Stock-based compensation:

-stock options

Issuance of common stock under ATM agreement, net of offering costs

Issuance of common stock in May 2025 public offering, net of offering

Issuance of common stock from the exercise of warrants, net

Foreign currency translation

( 3,716,157 )

Balance at June 30, 2025

$ ( 56,862,173 )

See accompanying notes to the unaudited condensed

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Change in fair value of warrant liabilities

Loss on asset write-off

Realized foreign currency translation loss from dissolution of subsidiaries

Loss on asset write-off

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable and accrued liabilities

( 1,157,508 )

Lease liabilities

5 unchanged sentences

Proceeds from exercises of pre-funded warrants

Proceeds from at-the-market common stock sales

Proceeds from sale of common stock under ATM agreement, net

Proceeds from sale of common stock from public offerings, net

Proceeds from exercises of warrants

Net cash provided by financing activities

2 unchanged sentences

$ ( 8,363,483 )

$ ( 4,321,705 )

Cash - Beginning of period

3 unchanged sentences

Cash paid for taxes

Supplemental disclosures of non-cash activity:

Amount due from sale of assets

See accompanying notes to the unaudited condensed

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2025 AND 2024

NOTE 1 – NATURE OF THE ORGANIZATION AND

Pasithea Therapeutics Corp.

or the “Company”) was incorporated in the State of Delaware on May 12, 2020 and completed an Initial Public Offering (the

“Initial Public Offering”) on September 17, 2021.

The Company is a clinical-stage biotechnology company focused on the discovery,

research and development of innovative treatments for central nervous system (CNS) disorders and other diseases, including RASopathies.

(“Pasithea” or the “Company”) was incorporated in the State of Delaware on May 12, 2020 and completed an

initial public offering (the “Initial Public Offering”) on September 17, 2021.

The Company is a clinical-stage

biotechnology company primarily focused on the discovery, research and development of innovative treatments for central nervous

system (CNS) disorders, RASopathies, MAPK pathway-driven tumors and other diseases.

The Company’s primary operations (the “Therapeutics”

3 unchanged sentences

In December 2023, the U.S.

Food and Drug Administration (the “FDA”) cleared the Company’s

Investigational New Drug application (the “IND”) for PAS-004 and the Company received a study may proceed letter from the

FDA for the Company’s Phase 1 multicenter, open-label, dose escalation trial of PAS-004 in patients with MAPK pathway-driven advanced

tumors with a documented RAS, NF1 or RAF mutation or patients who have failed BRAF/MEK inhibition (the “FIH Phase 1 Dose Escalation

The Company is currently conducting the FIH Phase 1 Dose Escalation Study at four clinical sites in the United States and

three sites in Eastern Europe.

The Company expects to complete the FIH Phase 1 Dose Escalation Study in 2026.

The Company’s clinical

development plan for PAS-004 is to begin a Phase 1/1b clinical trial in adult patients with neurofibromatosis type 1 (NF1)-associated

plexiform and/or cutaneous neurofibromas followed by pediatric patients and ultimately seek FDA marketing approval in these patient populations.

Additionally, the Company has two programs that

are in the discovery stage, which the Company believes address limitations in the treatment paradigm of the indications the Company plans

to address with these programs, which are currently amyotrophic lateral sclerosis (“ALS”) for PAS-003 and schizophrenia for

Throughout this report, the terms “our,” “we,”

“us,” and the “Company” refer to Pasithea Therapeutics Corp.

and its subsidiaries, Pasithea Therapeutics Limited

(U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, Pasithea Clinics Inc., Alpha-5 Integrin, LLC (“Alpha-5”),

Food and Drug Administration (the “FDA”) cleared the Company’s Investigational

New Drug application (the “IND”) for PAS-004 and the Company received a study may proceed letter from the FDA for its Phase

1 multicenter, open-label, dose escalation trial of PAS-004 in patients with MAPK pathway-driven advanced tumors with a documented RAS,

NF1 or RAF mutation or patients who have failed BRAF/MEK inhibition (the “FIH Phase 1 Dose Escalation Study”).

is currently conducting the FIH Phase 1 Dose Escalation Study at four clinical sites in the United States and three additional sites in

Eastern Europe and expects to complete the FIH Phase 1 Dose Escalation Study in 2026.

In May 2025, the Company initiated a Phase 1/1b

multicenter, open-label, dose escalation trial of PAS-004 in adult patients with neurofibromatosis type 1 (“NF1”) with symptomatic

and inoperable, incompletely resected, or recurrent plexiform neurofibromas (“PN”) with the activation of the first clinical

trial site in Australia.

The Company expects to conduct the trial at a total of five sites in Australia, South Korea and the United States

in up to 24 patients in a dose escalation phase followed by 24 patients in an expansion phase.

The initial indication the Company plans to seek

FDA marketing approval for PAS-004 is the treatment of symptomatic PNs in both adult and pediatric patients with NF1.

As such, the Company

aims to conduct a Phase 1 trial for pediatric NF1-PN patients and ultimately complete registrational clinical trials in both adult and

pediatric NF1-PN populations.

Additionally, the Company has two programs

that are in the discovery stage, which the Company believes address limitations in the treatment paradigm of the indications the

Company plans to address with these programs, which are currently amyotrophic lateral sclerosis (“ALS”) for PAS-003 and

schizophrenia for PAS-001.

Throughout this report, the terms “our,”

“we,” “us,” and the “Company” refer to Pasithea Therapeutics Corp.

and its subsidiaries, Pasithea

Therapeutics Limited (U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, Pasithea Clinics Inc., Alpha-5 Integrin, LLC (“Alpha-5”),

AlloMek Therapeutics, LLC (“AlloMek”) and Pasithea MacroMEK Pty Ltd.

16 unchanged sentences

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval

of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies

from being required to comply with new or revised financial accounting standards until private companies are required to comply with the

new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period

and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

has elected not to opt out of such extended transition period.

The Company is an “emerging growth

company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to

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

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

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

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such

extended transition period.

Liquidity and Capital Resources

As of March 31, 2025, the Company had approximately

As of June 30, 2025, the Company had approximately

$ 7.2 million of cash and cash equivalents and working capital of approximately $ 6.9 million.

6 unchanged sentences

Going Concern Uncertainty

The accompanying condensed consolidated

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

The Company has incurred significant

operating losses and negative cash flows from operations since inception.

On March 31, 2025, the Company had cash and cash

equivalents of approximately $ 5.3 million and an accumulated deficit of approximately $ 53.1 million.

The Company has

incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to

execute its business plans.

Historically, the Company’s major sources of cash have been comprised of proceeds from various

public and private offerings of its capital stock.

The Company is dependent on obtaining additional working capital funding from the

sale of equity and/or debt securities in order to continue to execute its development plans and continue operations.

additional funding, there is substantial doubt about the Company’s ability to continue as a going concern through twelve

months from the date of these financial statements.

The accompanying condensed consolidated financial statements have been

prepared as if the Company will continue as a going concern.

The Company has incurred significant operating losses and negative cash flows

from operations since inception.

On June 30, 2025, the Company had cash and cash equivalents of approximately $ 7.2 million and an accumulated

deficit of approximately $ 56.9 million.

The Company has incurred recurring losses, has experienced recurring negative operating

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

Historically, the Company’s major sources of

cash have been comprised of proceeds from various public and private offerings of its capital stock.

The Company is dependent on obtaining

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

and continue operations.

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Principles of Consolidation

The Company evaluates the need to

consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810,

“Consolidation,” (“ASC 810”).

The condensed consolidated financial statements include the accounts of the

Company and its wholly owned subsidiaries, Alpha-5 Integrin, LLC, AlloMek Therapeutics, LLC, Pasithea Therapeutics Limited (U.K.),

Pasithea Clinics Inc.

The Company evaluates the need to consolidate

affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, “Consolidation,” (“ASC

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Alpha-5

Integrin, LLC, AlloMek Therapeutics, LLC, Pasithea Therapeutics Limited (U.K.), Pasithea Clinics Inc.

and Pasithea MarcoMEK Pty Ltd.

All significant intercompany transactions and balances have been eliminated in

consolidation.

significant intercompany transactions and balances have been eliminated in consolidation.

These condensed consolidated financial statements

5 unchanged sentences

and expenses during the reporting period.

Making estimates requires management to

exercise significant judgment.

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

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

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

Management regularly makes estimates related to the fair

value of warrant liabilities;

Making estimates requires management to exercise

significant judgment.

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

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

term due to one or more future confirming events.

Management regularly makes estimates related to the fair value of warrant liabilities;

the recoverability of long-lived assets;

the fair values and useful lives of intangible assets

acquired in business combinations;

the potential impairment of goodwill;

the fair values and useful lives of intangible assets acquired in business combinations;

potential impairment of goodwill;

and income taxes.

The Company bases its estimates on

historical experience and on various assumptions that are believed to be reasonable, the results of which form the basis for the

amounts recorded in the condensed consolidated financial statements.

As appropriate, the Company obtains reports from third-party

valuation experts to inform and support estimates related to fair value measurements.

The Company bases its estimates on historical experience and on various assumptions

that are believed to be reasonable, the results of which form the basis for the amounts recorded in the condensed consolidated financial

As appropriate, the Company obtains reports from third-party valuation experts to inform and support estimates related to

fair value measurements.

Research and Development

1 unchanged sentence

costs are charged to operations when incurred and are included in operating expense, except for goodwill related to intellectual

property & patents.

property and patents.

Research and development costs consist principally of compensation of employees and consultants that perform the

Company’s research activities, payments to third parties for preclinical and non-clinical activities, costs to acquire drug product

Company’s research activities, payments to third parties for preclinical and clinical activities, costs to acquire drug products

from contract development and manufacturing organizations and third-party contractors relating to chemistry, manufacturing and controls

(“CMC”) efforts, the fees paid for and to maintain the Company’s intellectual property, and research and development

costs related to our discovery programs.

Depending upon the timing of payments to the service providers, the Company recognizes prepaid

expenses or accrued expenses related to these costs.

These accrued or prepaid expenses are based on management’s estimates of the

work performed under service agreements, milestones achieved and experience with similar contracts.

The Company monitors each of these

factors and adjusts estimates accordingly.

Research and development also includes contra

expense related to costs reimbursed under the Company’s grant agreement.

For the three months ended March 31, 2025 and 2024, the

Company recorded grant income of $ 43,029 and zero as a contra expense within research and development, respectively.

(“CMC”) efforts and research and development costs related to our discovery programs.

Depending upon the timing of payments

to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs.

These accrued or prepaid

expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience

with similar contracts.

The Company monitors each of these factors and adjusts estimates accordingly.

Research and development also includes contra expense related to costs

reimbursed under the Company’s grant agreement.

For the three months ended June 30, 2025 and 2024, the Company recorded no grant

income as a contra expense within research and development.

For the six months ended June 30, 2025 and 2024, the Company recorded grant

income of approximately $ 43,000 and zero as a contra expense within research and development, respectively.

General and Administrative

4 unchanged sentences

development and other professional services.

In connection with the

acquisition of Alpha-5, the Company legally assumed rights under a grant agreement with FightMND, which was entered into by Alpha-5 on

September 23, 2021.

FightMND supports pre-clinical research, development and assessment of therapeutics for motor neuron disease, including

Under the grant agreement, the Company is entitled to reimbursements for costs incurred for research related to its monoclonal antibody

targeting a5 b 1 integrin as a potential treatment for ALS.

Defined-Contribution Savings Plan

In the United States, the Company maintains

a defined-contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended.

available to employees who meet the minimum age and length of service requirements.

The contributions made during the three and six

months ended June 30, 2025 and 2024 were immaterial.

connection with the acquisition of Alpha-5, the Company legally assumed rights under a grant agreement with FightMND, which was entered

into by Alpha-5 on September 23, 2021.

FightMND supports pre-clinical research, development and assessment of therapeutics for motor neuron

disease, including ALS.

Under the grant agreement, the Company is entitled to reimbursements for costs incurred for research related to

its monoclonal antibody targeting a5 b 1

integrin as a potential treatment for ALS.

Cash and Cash Equivalents

1 unchanged sentence

with an original maturity of three months or less when purchased to be cash equivalents, classified as trading securities.

had cash equivalents of $ 4.1 million and $ 6.1 million as of March 31, 2025 and December 31, 2024, respectively.

had cash equivalents of $ 6.2 million and $ 6.1 million as of June 30, 2025 and December 31, 2024, respectively.

Property and Equipment, net

8 unchanged sentences

Warrant Liability

The Company accounts for the publicly traded

warrants issued in its Initial Public Offering (the “Public Warrants”) and the warrants issued as compensation to the

underwriters in its Initial Public Offering (the “Representative Warrants” and together with the Public Warrants, the

“IPO Warrants”) in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” under which

the IPO Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities.

Accordingly, the

Company classifies the IPO Warrants as liabilities at their fair value.

This liability is subject to re-measurement at each balance

sheet date until the IPO Warrants are exercised or expire, and any change in fair value is recognized in the Company’s

condensed consolidated statements of operations and comprehensive loss.

The fair value of the IPO Warrants was initially measured

using a Black-Scholes pricing model.

Currently, the fair value of the Public Warrants is measured using quoted market prices, and

the fair value of the Representative Warrants is based on an estimate of the relative fair value to the Public Warrants, accounting

for a small difference in the exercise price.

The Company follows the asset and liability

method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates

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

effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the

enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

As of March 31, 2025 and December 31, 2024, respectively, the Company had deferred tax assets related to certain net

operating losses.

A valuation allowance was established against these deferred tax assets at their full amount, resulting in a zero

balance of deferred tax assets on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company accounts for the publicly traded warrants

issued in its Initial Public Offering (the “Public Warrants”) and the warrants issued as compensation to the underwriters

in its Initial Public Offering (the “Representative Warrants” and together with the Public Warrants, the “IPO Warrants”)

in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” under which the IPO Warrants do not meet

the criteria for equity treatment and must be recorded as derivative liabilities.

Accordingly, the Company classifies the IPO Warrants

as liabilities at their fair value.

This liability is subject to re-measurement at each balance sheet date until the IPO Warrants are

exercised or expire, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations

and comprehensive loss.

The fair value of the IPO Warrants was initially measured using a Black-Scholes pricing model.

Currently, the

fair value of the Public Warrants is measured using quoted market prices, and the fair value of the Representative Warrants is based on

an estimate of the relative fair value to the Public Warrants, accounting for a small difference in the exercise price.

The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

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

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

The effect on deferred tax assets and

liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As of June 30, 2025 and December 31,

2024, respectively, the Company had deferred tax assets related to certain net operating losses.

A valuation allowance was established

against these deferred tax assets at their full amount, resulting in a zero balance of deferred tax assets on the condensed consolidated

balance sheets as of June 30, 2025 and December 31, 2024.

ASC 740 prescribes a recognition threshold and

3 unchanged sentences

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

The Company is currently not

5 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

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

As of June 30, 2025, the Company has not experienced losses on this account and management

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

5 unchanged sentences

Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements).

Fair value is defined as the price that

would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at

the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

2 unchanged sentences

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents information

about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value:

Quoted prices in active markets for identical liabilities (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Cash equivalents, March 31, 2025

The following table presents information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Quoted prices

Cash equivalents, June 30, 2025

Cash equivalents, December 31, 2024

Public warrant liabilities, March 31, 2025

Representative warrant liabilities, March 31, 2025

Public warrant liabilities, June 30, 2025

Representative warrant liabilities, June 30, 2025

Public warrant liabilities, December 31, 2024

3 unchanged sentences

Three Months Ended

Representative warrant liabilities, April 1

Change in fair value

Representative warrant liabilities, June 30

Six Months Ended

Representative warrant liabilities, January 1

Change in fair value

Representative warrant liabilities, March 31

The change in fair value of the

Representative Warrants liabilities is recorded in change in fair value of warrant liabilities on the condensed consolidated

statements of operations and comprehensive loss.

Representative warrant liabilities, June 30

The change in fair value of the Representative

Warrants liabilities is recorded in change in fair value of warrant liabilities on the condensed consolidated statements of operations

and comprehensive loss.

The fair value of the cash equivalents is based

2 unchanged sentences

The fair value of the liability associated with

the Public Warrants as of March 31, 2025 and December 31, 2024, was based on the quoted closing price on The Nasdaq Capital Market and

the Public Warrants as of June 30, 2025 and December 31, 2024, was based on the quoted closing price on The Nasdaq Capital Market and

is classified as Level 1.

The fair value of the liability associated with the Representative Warrants as of March 31, 2025 and December

The fair value of the liability associated with the Representative Warrants as of June 30, 2025 and December

31, 2024, was based on an estimate of the relative fair value to the Public Warrants, accounting for a small difference in the exercise

5 unchanged sentences

Net Loss Per Share

Net loss per share is computed by dividing net

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

Diluted earnings per share is computed similarly

to the basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares

from the assumed exercise of share options, if dilutive.

The following outstanding shares issuable upon exercise of stock options and

warrants and vesting of restricted stock units were excluded from the computation of diluted net loss per share for the periods presented

because including them would have had an anti-dilutive effect:

Three Months Ended

Net loss per share is computed by dividing

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

Diluted earnings per

share is computed similarly to the basic earnings per share, except the weighted average number of shares of Common Stock

outstanding is increased to include additional shares of Common Stock from the assumed exercise of share options, if dilutive.

following outstanding shares of Common Stock issuable upon exercise of stock options and warrants and vesting of restricted stock

units were excluded from the computation of diluted net loss per share for the periods presented because including them would have

had an anti-dilutive effect:

Six Months Ended

Stock options

17 unchanged sentences

income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred

directly to the Company’s accumulated other comprehensive loss in the condensed consolidated financial statements.

Transaction gains

and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included

in the condensed consolidated statements of operations and comprehensive loss.

During the three months ended March 31, 2025, the Company

had no operating subsidiaries with functional currencies other than the US dollar.

A loss related to the now dissolved subsidiaries which

were previously operating in functional currencies not that of the US Dollar as the parent were realized in the consolidated statements

of operations within other income (expense) in the amount of $ 7,171 .

Exchange differences arising on translation of

foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the condensed consolidated

financial statements.

Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other

than the functional currency are included in the condensed consolidated statements of operations and comprehensive loss.

During the three

and six months ended June 30, 2025, the Company had one operating subsidiary with a functional currency other than the U.S.

dollar, which

resulted in a foreign currency translation gain of approximately $ 6,000 .

During the three and six months ended June 30, 2024, the Company

had one operating subsidiary with a functional currency other than the U.S.

dollar, which resulted in foreign currency translation losses

of approximately $ 4,000 and approximately $ 3,000 , respectively.

Additionally, losses related to the now dissolved subsidiaries which were

previously operating in functional currencies not that of the U.S.

dollar as the parent were realized in the consolidated statements of

operations within other income (expense) in the amount of approximately $ 7,000 for the three and six months ended June 30, 2025.

The relevant translation rates are as follows:

3 unchanged sentences

Average rate, EUR to $USD for the period ended

* Not applicable due to the Company

having no operating subsidiaries with functional currencies other than that of the parent company U.S.

Closing rate, Australian Dollar (AUD) to $USD at period end

Average rate, AUD to $USD for the period of subsidiary inception to period end

N/A - Not applicable due to the Company having no operating subsidiaries with functional currencies other than that of the parent company U.S.

Comprehensive Loss

1 unchanged sentence

standards for reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements.

During the three months ended March 31, 2025 and 2024, the Company had no material items of other comprehensive income (loss) except for

the unrealized foreign currency translation adjustment.

During the three and six months ended June 30, 2025 and 2024, the Company had no material items of other comprehensive income (loss) except

for the unrealized foreign currency translation adjustment.

Acquisitions, Intangible Assets and Goodwill

The condensed consolidated financial

statements reflect the operations of an acquired business beginning as of the date of acquisition.

Assets acquired and liabilities

assumed are recorded at their fair values at the date of acquisition;

goodwill is recorded for any excess of the purchase price over

the fair value of the net assets acquired.

Significant judgment is required to determine the fair value of certain tangible and

intangible assets and in assigning their respective useful lives.

Accordingly, we typically obtain the assistance of third-party

valuation specialists for significant tangible and intangible assets.

The fair values are based on available historical information

and on future expectations and assumptions deemed reasonable by management but are inherently uncertain and could affect the

accuracy or validity of the estimates and assumptions.

Determining the useful life of an intangible asset also requires judgment.

The condensed consolidated financial statements

reflect the operations of an acquired business beginning as of the date of acquisition.

Assets acquired and liabilities assumed are recorded

at their fair values at the date of acquisition;

goodwill is recorded for any excess of the purchase price over the fair value of the

net assets acquired.

Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning

their respective useful lives.

Accordingly, we typically obtain the assistance of third-party valuation specialists for significant tangible

and intangible assets.

The fair values are based on available historical information and on future expectations and assumptions deemed

reasonable by management but are inherently uncertain and could affect the accuracy or validity of the estimates and assumptions.

the useful life of an intangible asset also requires judgment.

Intangible assets are amortized over their estimated lives.

Any intangible assets associated with acquired in-process research and

development activities (“IPR&D”) are not amortized until a product is available for sale.

Any intangible

assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product

is available for sale.

Impairment of Long-Lived Assets and Goodwill

30 unchanged sentences

Lease liabilities

are recognized concurrently with the recognition of the ROU asset and represent the present value of lease payments to be made under

are recognized concurrently with the recognition of the ROU asset and represent the present value of lease payments to be made under the

These ROU assets and liabilities are adjusted for any prepayments, lease incentives received, and initial direct costs incurred.

1 unchanged sentence

borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

If the Company’s lease terms include an option to extend the lease for a set period, the Company evaluates the renewal option and

should it be reasonably certain that the Company will exercise that option, adjusts the ROU asset and liability accordingly.

the Company’s lease terms include an option to extend the lease for a set period, the Company evaluates the renewal option and should

it be reasonably certain that the Company will exercise that option, adjusts the ROU asset and liability accordingly.

Stock-Based Compensation

6 unchanged sentences

Financed Director and Officer Insurance Premiums

In January 2025, the Company finalized a financing arrangement for its

Director and Officer Insurance policy.

The total amount financed was approximately $ 379,000 after a down payment of approximately $ 68,000

or a total amount of $ 447,000 .

The note bears an annual interest rate of 9.2 %, to be paid over a period of twelve months.

of March 31, 2025, the remaining payable balance on the note was approximately $ 269,000 .

In January 2025, the Company finalized a financing

arrangement for its Director and Officer Insurance policy.

The total amount financed was approximately $ 379,000 after a down payment of

approximately $ 68,000 , or a total amount of $ 447,000 .

The note bears an annual interest rate of 9.2 %, to be paid over a period of twelve

As of June 30, 2025, the remaining payable balance on the note was approximately $ 155,000 .

Segment Information

Operating segments are defined as components of

an enterprise for which separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”)

Operating segments are defined as components of an

enterprise for which separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”)

or decision-making group in deciding how to allocate resources and in assessing performance.

1 unchanged sentence

its business as one operating and reporting segment, which is the business of research and development of innovative treatments for central

nervous system (CNS) disorders and other diseases, including RASopathies and certain cancers.

nervous system (CNS) disorders, RASopathies, MAPK pathway-driven tumors and other diseases.

See Note 12 Segment Information for further

21 unchanged sentences

Property and equipment, net

Depreciation expense was $ 4,166 and $ 4,717 for the three months ended March 31,

2025 and 2024, respectively.

During the three months ended March 31, 2025, the Company wrote off gross leasehold improvements of $ 3,193

and related accumulated amortization of $ 2,538 , resulting in a loss of $ 655 recorded in general and administrative in the condensed consolidated

statements of operations and comprehensive loss.

Depreciation expense was approximately $ 4,000 and approximately $ 5,000

for the three months ended June 30, 2025 and 2024, respectively, and approximately $ 8,000 and approximately $ 9,000 for the six months

ended June 30, 2025, respectively.

During the six months ended June 30, 2025, the Company wrote off gross leasehold improvements of approximately

$ 3,200 and related accumulated amortization of approximately $ 2,500 , resulting in a loss of approximately $ 700 recorded in general and

administrative expense in the condensed consolidated statements of operations and comprehensive loss.

NOTE 4 – LEASES

Laboratory Lease – South San Francisco,

In August 2022, the Company, as a lessee, entered into an amended sublease agreement to sublease laboratory and office space in South

San Francisco, California.

The lease term was from August 15, 2022 through May 15, 2024, and month-to-month through June 2024.

rent was $ 16,656 during 2024.

In August 2022, the Company, as a lessee, entered

into an amended sublease agreement to sublease laboratory and office space in South San Francisco, California.

The lease term was from

August 15, 2022 through May 15, 2024, and month-to-month through June 2024.

Monthly rent was $ 16,656 during 2024.

This lease was accounted for as an operating lease

8 unchanged sentences

above was 7.8 %.

As of March 31, 2025 and December 31, 2024, the

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

Company had no recognized ROU assets and lease liabilities.

2 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease expense

Cash paid for amounts included in the measurement of operating lease liabilities

There are no additional lease payments as of March 31, 2025.

There are no additional lease payments as of June 30, 2025.

NOTE 5 – INTANGIBLE ASSETS

Intangible assets, net consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

10 unchanged sentences

$ ( 1,260,328 )

As of March 31, 2025, future expected amortization expense of Intangible

As of June 30, 2025, future expected amortization expense of Intangible

assets was as follows:

2 unchanged sentences

There were no changes to goodwill for the three

months ended March 31, 2025 and 2024.

and six months ended June 30, 2025 and 2024.

NOTE 6 – STOCKHOLDERS’ EQUITY

4 unchanged sentences

The Company had 7,443,577 and 1,394,263 shares

of its Common Stock issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

Each holder of Common Stock is entitled to one

vote for each share of Common Stock held on all matters submitted to a vote of the stockholders.

Our Charter and Amended and Restated

Bylaws (the “ Bylaws ”) do not provide for cumulative voting rights.

of its Common Stock issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Each holder of Common Stock is entitled to one vote

for each share of Common Stock held on all matters submitted to a vote of the stockholders.

Our Second Amended and Restated Certificate

of Incorporation, as amended (the “Charter”), and Amended and Restated Bylaws do not provide for cumulative voting rights.

In addition, the holders of our Common Stock will

9 unchanged sentences

Effective January 2, 2024, the Company amended

its certificate of incorporation to effect a one-for-twenty ( 1 :

20 ) reverse stock split of our outstanding shares of Common Stock.

No fractional

shares were issued as a result of the reverse stock split.

its Charter to effect a one-for-twenty ( 1 :

20 ) reverse stock split of its outstanding shares of Common Stock.

No fractional shares were

issued as a result of the reverse stock split.

Any fractional shares resulting from the reverse stock split were paid in cash.

The reverse stock split did not otherwise affect any of the rights currently accruing to holders of our Common Stock.

stock split did not otherwise affect any of the rights currently accruing to holders of our Common Stock.

2023 Stock Incentive Plan

The Board and stockholders have adopted and approved

the 2023 Plan which took effect on December 19, 2023.

The 2023 Plan allows for the issuance of securities, including stock options, restricted

stock, and restricted stock units (“RSUs”) to employees, Board members and consultants.

The initial number of shares

of Common Stock available for issuance under the 2023 Plan was 125,000 shares plus 28,389 unused shares reserved under the 2021 Plan,

which will, on January 1 of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2033, unless the Board

decides otherwise, automatically increase to equal to the lessor of (A) three percent ( 3 %) of the number of shares of Common Stock outstanding

on the final day of the immediately preceding calendar year or (B) such smaller number of Shares as is determined by the Board.

the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) which took effect on December 19, 2023.

The 2023 Plan allows

for the issuance of securities, including stock options, restricted stock, and restricted stock units (“RSUs”) to employees,

Board members and consultants.

The initial number of shares of Common Stock available for issuance under the 2023 Plan was 125,000 shares

plus 28,389 unused shares reserved under the Company’s 2021 Stock Incentive Plan, which will, on January 1 of each calendar year,

beginning on January 1, 2024 and ending on and including January 1, 2033, unless the Board decides otherwise, automatically increase

by an amount equal to the lessor of (A) three percent ( 3 %) of the number of shares of Common Stock outstanding on the final day of the

immediately preceding calendar year or (B) such smaller number of shares of Common Stock as is determined by the Board.

On January 1, 2025, the number of shares of Common Stock available

for issuance under the 2023 Plan automatically increased by 41,828 shares.

As of March 31, 2025, 254,221 total shares were available

As of June 30, 2025, 264,221 total shares were available

under the 2023 Plan, of which 90,068 shares were issued and outstanding and 174,153 shares were available for potential issuances.

Total stock-based compensation related to the

Company’s stock options was $ 96,985 and $ 297,602 , respectively, for three months ended March 31, 2025 and 2024.

2024 Offering

2024 Private Placement

On September 26, 2024, the Company entered into

a securities purchase agreement (the “ September 2024 Offering”) with an institutional

investor, pursuant to which the Company agreed to sell pre-funded warrants (“Pre-Funded Warrants”) to purchase up to an aggregate

of 1,219,513 shares of common stock at an exercise price of $ 0.001 per share, Series A warrants to purchase up to an aggregate of 1,219,513

shares of common stock at an exercise price of $ 3.85 per share, and Series B warrants (together with the Series A Warrants, the “September

2024 PIPE Warrants”) to purchase up to an aggregate of 1,219,513 shares of common Stock with an exercise price of $ 3.85 per share.

The combined purchase price per Pre-Funded Warrant and accompanying September 2024 PIPE Warrants was $ 4.099 .

Aggregate gross proceeds

from the September 2024 Offering were approximately $ 4.5 million and the September 2024 Offering closed on September 30, 2024.

The Pre-Funded Warrants are exercisable immediately

upon issuance and expire when exercised in full.

The Series A Warrants are exercisable immediately upon issuance and have a term of exercise

equal to five ( 5 ) years from the date of issuance.

The Series B Warrants are exercisable immediately upon issuance and have a term of

exercise equal to eighteen ( 18 ) months from the date of issuance.

A holder of the Pre-Funded Warrants and the September

2024 PIPE Warrants may not exercise any portion of such holder’s Pre-Funded Warrants or September 2024 PIPE Warrants to the extent

that the holder, together with its affiliates, would beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the

Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from

the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99 % of the number of shares of Common

Stock outstanding immediately after giving effect to the exercise.

In the event of certain fundamental transactions, holders of the September

2024 PIPE Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth

in the Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders

of Common Stock.

a securities purchase agreement (the “September 2024 Private Placement”) with an institutional investor, pursuant to which

the Company agreed to sell pre-funded warrants (the “September 2024 Pre-Funded Warrants”) to purchase up to an aggregate

of 1,219,513 shares of Common Stock at an exercise price of $ 0.001 per share, Series A warrants (the “Series A Warrants”)

to purchase up to an aggregate of 1,219,513 shares of Common Stock at an exercise price of $ 3.85 per share, and Series B warrants (the

“Series B Warrants” and, together with the Series A Warrants, the “September 2024 PIPE Warrants”) to purchase

up to an aggregate of 1,219,513 shares of Common Stock with an exercise price of $ 3.85 per share.

The combined purchase price per September

2024 Pre-Funded Warrant and accompanying September 2024 PIPE Warrants was $ 4.099 .

Aggregate gross proceeds from the September 2024 Private

Placement were approximately $ 4.5 million and the September 2024 Private Placement closed on September 30, 2024.

September 2024 Pre-Funded Warrants are exercisable immediately upon issuance and expire when exercised in full.

The Series A Warrants

are exercisable immediately upon issuance and have a term of exercise equal to five ( 5 ) years from the date of issuance.

Warrants are exercisable immediately upon issuance and have a term of exercise equal to eighteen ( 18 ) months from the date of issuance.

A holder of the September 2024 Pre-Funded Warrants

and the September 2024 PIPE Warrants may not exercise any portion of such holder’s September 2024 Pre-Funded Warrants or September

2024 PIPE Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99 % (or, at the election

of the holder, 9.99 %) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least

61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99 %

of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

In the event of certain fundamental

transactions, holders of the September 2024 PIPE Warrants will have the right to receive the Black Scholes Value of their warrant calculated

pursuant to a formula set forth in the warrant, payable either in cash or in the same type or form of consideration that is being offered

and being paid to the holders of Common Stock.

In connection with the September

1 unchanged sentence

dated as of September 26, 2024, with the investor, pursuant to which the Company agreed to prepare and file a registration statement with

the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the Pre-Funded

Warrants and the September 2024 PIPE Warrants no later than fifteen (15) days after the date of the Registration Rights Agreement (the

“Registration Statement”), and to use its best efforts to have the registration statement declared effective as promptly as

practical thereafter, and in any event no later than forty-five (45) days following the date of the Registration Rights Agreement (or

ninety (90) days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

Registration Statement was declared effective by the SEC on October 11, 2024.

the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the September

2024 Pre-Funded Warrants and the September 2024 PIPE Warrants no later than fifteen (15) days after the date of the Registration Rights

Agreement (the “Registration Statement”), and to use its best efforts to have the registration statement declared effective

as promptly as practical thereafter, and in any event no later than forty-five (45) days following the date of the Registration Rights

Agreement (or ninety (90) days following the date of the Registration Rights Agreement in the event of a “full review” by

The Registration Statement was declared effective by the SEC on October 11, 2024.

The net proceeds to the Company from the September

2024 Private Placement were approximately $ 4.5 million, after deducting placement agent fees and offering expenses payable by the

In addition, the Company issued to the placement agent or its designees warrants (the “Placement Agent Warrants”)

In addition, the Company issued to the placement agent or its designees warrants (the “September 2024 Placement Agent Warrants”)

to purchase up to an aggregate of 85,366 shares of Common Stock at an exercise price equal to $ 5.125 per share.

The Placement Agent Warrants

have substantially the same terms as the September 2024 PIPE Warrants, are exercisable immediately upon issuance and have a term of exercise

equal to five ( 5 ) years from the date of issuance.

The September 2024 Placement

Agent Warrants have substantially the same terms as the September 2024 PIPE Warrants, are exercisable immediately upon issuance and have

a term of five ( 5 ) years from the date of issuance.

The Company intends to use the net proceeds received from the September

10 unchanged sentences

bonds with a remaining term consistent with the expected term of the instrument being valued.

As of March 31, 2025, all 1,219,153 of the Pre-Funded Warrants

were paid, issued and exercised.

In addition, the September 2024 PIPE Warrants have not been exercised as of March 31, 2025.

Common Stock Issuances for the Three Months

Ended March 31, 2025

During the quarter ended March 31, 2025, we sold 440,000 shares

of Common Stock under our ATM Agreement at an average price of $ 3.88 for gross proceeds of $ 1,705,528 and net proceeds of $ 1,652,745 .

During the quarter ended March 31, 2025, all remaining 871,000 Pre-Funded

Warrants were exercised resulting in 871,000 shares of Common Stock being issued and there are no Pre-Funded Warrants outstanding.

Stock Issuances for the Three Months Ended March 31, 2024

During the three months ended March 31, 2024,

the Company issued 1,666 shares of Common Stock due to the vesting of restricted stock units (“RSUs”) and recognized approximately

$ 48,000 of stock-based compensation expense related to its outstanding RSUs.

Stock-based compensation expense related to the Company’s

RSUs is recognized within general and administrative expense on the condensed consolidated statements of operations and comprehensive

As of March 31, 2024, the remaining unamortized

RSU stock-based compensation expense was approximately $ 69,000 .

At The Market Agreement with H.C.

During the six months ended June 30, 2025, all

remaining 871,000 September 2024 Pre-Funded Warrants were exercised resulting in 871,000 shares of Common Stock being issued

in the six months ended June 30, 2025, and there are no September 2024 Pre-Funded Warrants outstanding.

As of June 30, 2025, all 1,219,153 of

the September 2024 Pre-Funded Warrants were paid, issued and exercised.

In addition, the September 2024 PIPE Warrants have not been exercised

as of June 30, 2025.

At The Market Offering Agreement with H.C.

Wainwright & Co., LLC

On November 26, 2024, the Company entered into

8 unchanged sentences

and sell up to $ 2,076,000 of its Common Stock pursuant to the ATM Agreement.

During the quarter ended March 31, 2025, we sold 440,000

shares of Common Stock under our ATM Agreement at an average price of $ 3.88 for gross proceeds of $ 1,705,528 and net proceeds of $ 1,652,745 .

On June 20, 2025, the Company increased the maximum

aggregate offering price of the shares of Common Stock issuable under the ATM Agreement, from $ 2,076,000 to $ 4,227,000 and filed a prospectus

supplement to register an aggregate of $ 2,151,000 of additional shares of Common Stock available to be sold under the ATM Agreement.

During the quarter ended June 30, 2025, the Company

sold an aggregate of 252,600 shares of Common Stock under the ATM Agreement at a weighted average price of $ 1.47 per share for gross proceeds

of $ 370,160 and net proceeds of $ 358,037 .

During the six months ended June 30, 2025, the Company sold an aggregate of 692,600 shares of

Common Stock under the ATM Agreement at a weighted average price of $ 3.00 per share for gross proceeds of $ 2,075,688 and net proceeds

of $ 2,010,782 .

May 2025 Public Offering

On May 6, 2025, the Company entered into securities

purchase agreements with investors (the “May 2025 Purchase Agreements”) pursuant to which the Company agreed to sell an aggregate

of (i) 3,094,284 shares (the “May 2025 Shares”) of Common Stock, (ii) 477,144 pre-funded warrants (the “May 2025 Pre-Funded

Warrants”) to purchase up to an aggregate of 477,144 shares of Common Stock (the “May 2025 Pre-Funded Warrant Shares”),

(iii) 3,571,428 Series C Common Warrants (the “Series C Common Warrants”) to purchase up to an aggregate of 3,571,428 shares

of Common Stock, and (iv) 3,571,428 Series D Common Warrants (the “Series D Common Warrants” and, together with the Series

C Common Warrants, the “May 2025 Common Warrants”) to purchase up to an aggregate of 3,571,428 shares of Common Stock.

May 2025 Share, or May 2025 Pre-Funded Warrant in lieu thereof, was sold together with a Series C Common Warrant to purchase one share

of Common Stock and a Series D Common Warrant to purchase one share of Common Stock in a best efforts public offering (the “May

2025 Public Offering”).

The public offering price for each May 2025 Share

and accompanying May 2025 Common Warrants was $ 1.40 , and the public offering price for each May 2025 Pre-Funded Warrant and accompanying

May 2025 Common Warrants was $ 1.399 .

The May 2025 Pre-Funded Warrants have an exercise price of $ 0.001 per share, are exercisable immediately

and will expire when exercised in full.

The Series C Common Warrants have an exercise price of $ 1.40 per share, are exercisable upon issuance

and will expire five years thereafter.

The Series D Common Warrants have an exercise price of $ 1.40 per share, are exercisable upon issuance

and will expire 18 months thereafter.

Simultaneously with the closing of the May 2025 Public Offering, certain investors exercised Series

D Common Warrants to purchase an aggregate of 914,286 shares of Common Stock, resulting in additional gross proceeds of approximately

$ 1.3 million.

In addition, all May 2025 Pre-Funded Warrants were exercised simultaneously with the closing of the May 2025 Public Offering,

resulting in the issuance of 477,144 May 2025 Pre-Funded Warrant Shares.

A holder will not have the right to exercise any

portion of the May 2025 Common Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99 % (or, at

the election of the holder, 9.99 %) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise,

as such percentage ownership is determined in accordance with the terms of the May 2025 Common Warrants.

However, upon notice from the

holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 9.99 % of the number of shares

of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance

with the terms of the May 2025 Common Warrants, provided that any increase in the beneficial ownership limitation will not take effect

until 61 days following notice to the Company.

The net proceeds of the May 2025 Public Offering, after deducting the placement

agent fees and estimated offering expenses payable by the Company and excluding the net proceeds from the exercise of the May 2025 Common

Warrants, were approximately $ 4.2 million.

The aggregate gross proceeds from the May 2025 Public Offering and the exercise of the Series

D Common Warrants were approximately $ 6.3 million.

The Company intends to use the net proceeds from the May 2025 Public Offering for general

corporate purposes, which includes, without limitation, ongoing research and pre-clinical studies, clinical trials, the development of

new biological and pharmaceutical technologies, investing in or acquiring companies that are synergistic with or complementary to its

technologies, licensing activities related to its current and future product candidates, and the development of emerging technologies,

investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other businesses

and working capital.

The May 2025 Public Offering closed on May 7, 2025.

In addition, the Company issued to the placement agent

or its designees warrants (the “May 2025 Placement Agent Warrants”) to purchase up to an aggregate of 250,000 shares of Common

Stock at an exercise price equal to $ 1.75 per share.

The May 2025 Placement Agent Warrants have substantially the same terms as the Series

C Common Warrants, are exercisable immediately upon issuance and have a term of five ( 5 ) years from the date of the May 2025 Purchase

The warrants issued in connection with the May

2025 Public Offering met the requirement for equity classification.

The Company computes the fair value of warrants and options using

a Black-Scholes model.

The expected term used for warrants is the contractual life.

The Company is utilizing an expected volatility figure

based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued,

of similarly positioned public companies within its industry.

The risk-free interest rate was determined from the implied yields from

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

Restricted Stock Units

During the three months ended March 31, 2025 and

2024, the Company did not grant any RSUs or restricted stock awards.

During the three months ended March 31, 2025 and 2024, the Company

issued a total of 0 and 4,166 shares of Common Stock, respectively, pursuant to the vesting of RSUs.

The Company recognized approximately

$ 0 and $ 48,000 of stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively, in relation to the

vesting of historically granted RSUs.

As of March 31, 2025, there were no outstanding RSUs and no more remaining unamortized RSU compensation

During the three months ended June 30, 2025 and

2024, the Company issued a total of 0 and 833 shares of Common Stock, respectively, pursuant to the vesting of RSUs.

The Company recognized

approximately $ 0 and $ 24,000 of stock-based compensation expense for the three months ended June 30, 2025 and 2024, respectively, in relation

to the vesting of historically granted RSUs.

During the six months ended June 30, 2025 and

2024, the Company issued a total of 0 and 2,499 shares of Common Stock, respectively, pursuant to the vesting of RSUs.

The Company recognized

approximately $ 0 and $ 72,000 of stock-based compensation expense for the six months ended June 30, 2025 and 2024, respectively, in relation

to the vesting of historically granted RSUs.

During the three and six months ended June 30,

2025 and 2024, the Company did not grant any RSUs or restricted stock awards.

As of June 30, 2025, there were no outstanding RSUs and

no more remaining unamortized RSU compensation expense.

NOTE 7 – STOCK OPTIONS

Stock Options Issued, Vested and Cancelled

During the three months ended March

31, 2025 , the Company did not issue any stock options.

During the three months ended March 31, 2025, stock options to purchase

an aggregate of 22,899 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

During the three months ended March 31, 2024,

the Company issued stock options under the 2023 Plan to employees, to purchase an aggregate of 104,433 shares of Common Stock

with a strike price equal to $ 8.13 per share and a term of ten years .

Of the stock options granted, stock options to purchase

an aggregate of 37,433 shares of Common Stock were fully vested at issuance and the remaining stock options are subject to time-based

vesting over a term ranging between one to three years .

These stock options had a total fair value of approximately $ 657,000 , as calculated

using the Black-Scholes pricing model with the following assumptions:

volatility of 88.41 %, discount rate of 4.20 %, expected

term of 6.5 years, and an exercise price of $ 8.13 .

During the three months ended March 31, 2024,

stock options to purchase an aggregate of 42,767 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

During the three months ended June

30, 2025 , the Company granted no stock options, had forfeitures of 13,528 stock options and stock options to purchase an aggregate

of 4,480 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

During the three months ended June

30, 2024, the Company granted no stock options, had forfeitures of 5,354 stock options and stock options to purchase an aggregate of 4,771 shares

of Common Stock, subject to time-based milestone vesting conditions, vested.

During the six months ended June 30, 2025, the

Company granted no stock options, had forfeitures of 30,716 stock options and stock options to purchase an aggregate of 27,379 shares

of Common Stock, subject to time-based milestone vesting conditions, vested.

During the six months ended June 30, 2024, the Company issued

stock options under the 2023 Plan to employees, to purchase an aggregate of 104,433 shares of Common Stock with a strike price

equal to $ 8.13 per share and a term of ten years .

Of the stock options granted, stock options to purchase an aggregate of 37,433 shares

of Common Stock were fully vested at issuance and the remaining stock options are subject to time-based vesting over a term ranging between one to three years.

These stock options had a total fair value of approximately $ 657,000 , as calculated using the Black-Scholes pricing model with the following

volatility of 88.41 %, discount rate of 4.20 %, expected term of 6.5 years, and an exercise price of $ 8.13 .

Additionally,

during the six months ended June 30, 2024, stock options to purchase an aggregate of 47,538 shares of Common Stock, subject

to time-based milestone vesting conditions, vested.

Stock-Based Compensation

For the three months ended March

31, 2025 and 2024, total stock-based compensation expense related to the Company’s stock options was approximately $ 97,000 and $ 298,000 ,

respectively.

For the three months ended March 31, 2025, the Company recognized approximately $ 92,000 of stock-based compensation related

to its stock options within general and administrative expense, and approximately $ 5,000 within research and development expense on

the condensed consolidated statements of operations and comprehensive loss.

For the three months

ended March 31, 2024, the Company recognized approximately $ 184,000 of stock-based compensation related to its stock options within general

and administrative expense, and approximately $ 114,000 within research and development expense on the condensed consolidated statements

of operations and comprehensive loss.

Total stock-based compensation related to the

Company’s stock options was approximately $ 58,000 and approximately $ 135,000 for three months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025, the Company recognized approximately $ 56,000 of stock-based compensation related to its stock

options within general and administrative expense, and approximately $ 2,000 within research and development expense on the condensed consolidated

statements of operations and comprehensive loss.

For the three months ended June 30, 2024, the Company recognized approximately $ 107,000

of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 28,000 within research

and development expense on the condensed consolidated statements of operations and comprehensive loss.

Total stock-based compensation related to the

Company’s stock options was approximately $ 155,000 and approximately $ 432,000 for six months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025, the Company recognized approximately $ 149,000 of stock-based compensation related to its stock

options within general and administrative expense, and approximately $ 6,000 within research and development expense on the condensed consolidated

statements of operations and comprehensive loss.

For the six months ended June 30, 2024, the Company recognized approximately $ 290,000

of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 142,000 within

research and development expense on the condensed consolidated statements of operations and comprehensive loss.

The following

table summarizes the activity related to the Company’s stock options for the three months ended March 31, 2025:

table summarizes the activity related to the Company’s stock options for the six months ended June 30, 2025:

Number of Options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands)

1 unchanged sentence

Expired/Cancelled ( 30,716 ) 21.11 -

Outstanding, March 31, 2025 164,846 $ 22.41 8.18 -

Exercisable, March 31, 2025 112,247 $ 28.20 7.94 $ -

Outstanding, June 30, 2025 151,318 $ 23.58 7.93 -

Exercisable, June 30, 2025 105,700 $ 29.43 7.69 $ -

30, 2025 , the remaining unamortized stock-based compensation expense related to the stock options was approximately $ 139,000 with

16 unchanged sentences

$ 120.00 13,800 1.21

three months ended March 31, 2025 and 2024, total stock-based compensation expense related to the Company’s warrants was approximately

$ 1,573 and $ 787 , respectively, and is recognized within general and administrative expense on the condensed consolidated statements

of operations and comprehensive loss .

During the three months ended March 31, 2025,

the Company issued no warrants.

During the three months ended March 31, 2024,

the Company issued warrants to purchase an aggregate of 1,500 shares of Common Stock in exchange for consulting services.

warrants were issued on March 1, 2024 and became exercisable in twelve equal monthly installments commencing on April 1, 2024 at $ 8.13 per

$ 125.00 220,000 1.21

9,772,262 3.04 $ 6.20

three months ended June 30, 2025 and 2024, total stock-based compensation expense related to the Company’s warrants was $ 0 and $ 2,360 ,

respectively, and $ 1,573 and $ 3,147 for the six months ended June 30, 2025 and 2024, respectively.

Stock-based compensation expense related

to warrants is recognized within general and administrative expense on the condensed consolidated statements of operations and

comprehensive loss .

During the three and six months ended June 30,

2025, the Company issued warrants to purchase an aggregate of 7,392,856 shares of Common Stock in

connection with the May 2025 Public Offering as described in Note 6 above.

This consisted of (i) Series C Common Warrants to purchase

3,571,428 shares of Common Stock, (ii) Series D Common Warrants to purchase 3,571,428 shares of Common Stock, and (iii) May 2025

Placement Agent Warrants to purchase 250,000 shares of Common Stock .

During the three and six months ended June 30,

2025, Series D Common Warrants to purchase an aggregate of 914,286 shares of Common Stock

were exercised for cash resulting in gross proceeds to the Company of approximately $ 1.28 million.

During the three months ended June 30, 2024, the

Company issued no warrants.

During the six months ended June 30, 2024, the Company issued warrants to purchase an aggregate of 1,500 shares

of Common Stock in exchange for consulting services.

The warrants were issued on March 1, 2024 and became exercisable in twelve equal

monthly installments commencing on April 1, 2024 at $ 8.13 per share.

The warrants expire ten years from the date of issuance.

No warrants were expired/cancelled or exercised

during the three months ended March 31, 2025 and 2024 .

during the six months ended June 30, 2025 and 2024, except as described above .

NOTE 9 – COMMITMENTS AND CONTINGENCIES

18 unchanged sentences

Lawrence Steinman

The Steinman Consulting Agreement memorializes the compensation arrangements

pursuant to which Prof.

Steinman has been compensated for his services to the Company, as previously disclosed in our public filings.

The Steinman Consulting Agreement memorializes

the compensation arrangements pursuant to which Prof.

Steinman has been compensated for his services to the Company, as previously disclosed

in our public filings.

Pursuant to the Steinman Consulting Agreement, Prof.

Steinman provides a variety of consulting and advisory services relating principally

to the clinical and commercial development of our product candidates, including our research and development strategy through all phases

of discovery and preclinical development, identifying potential partners for our pre-clinical assets, and business development efforts

related to our pre-clinical assets, among other things.

Steinman provides a variety of consulting and advisory services

relating principally to the clinical and commercial development of our product candidates, including our research and development strategy

through all phases of discovery and preclinical development, identifying potential partners for our pre-clinical assets, and business

development efforts related to our pre-clinical assets, among other things.

Pursuant to the Steinman Consulting Agreement, Prof.

Steinman receives $ 25,000 per

quarter for his services.

receives $ 25,000 per quarter for his services.

NOTE 11 – INCOME TAXES

On July 4, 2025, the One Big Beautiful Bill Act was

enacted, introducing significant changes to U.S.

federal tax law, including modifications to corporate tax rates, deductions, and tax

credit provisions.

The Company is currently evaluating the provisions of the new law and assessing the potential impacts on its consolidated

financial statements.

As of June 30, 2025, the Company has not completed

its analysis and has therefore not recorded any material adjustments related to the new legislation.

The final impact of the tax law may

differ from the Company’s current estimates as the assessment is completed and additional guidance, interpretations, or clarifications

become available.

NOTE 12 – SEGMENT INFORMATION

The Company views its operations and manages its

business as one operating and reportable segment, which is the business of research and development of innovative treatments

for central nervous system (CNS) disorders and other diseases, including RASopathies and certain cancers.

The determination of a single

operating segment is consistent with the consolidated financial information regularly provided to the CODM.

Consistent with the operational

structure, the Chief Executive Officer, as the CODM, reviews and evaluates net loss for purposes of assessing performance, making operating

decisions, allocating resources available and how to best deploy these resources across functions, therapeutic areas and research and

development projects, and planning and forecasting for future periods on a consolidated basis.

Operating expenses are used to monitor

budget versus actual results in assessing performance of the segment.

Total assets are monitored by the CODM on a consolidated basis which

is reported on the face of the consolidated balance sheets.

The Company views its operations and manages its business

as one operating and reportable segment, which is the business of research and development of innovative treatments for central

nervous system (CNS) disorders, RASopathies, MAPK pathway-driven tumors and other diseases.

The determination of a single operating segment

is consistent with the consolidated financial information regularly provided to the CODM.

Consistent with the operational structure, the

Chief Executive Officer, as the CODM, reviews and evaluates net loss for purposes of assessing performance, making operating decisions,

allocating resources available and how to best deploy these resources across functions, therapeutic areas and research and development

projects, and planning and forecasting for future periods on a consolidated basis.

Operating expenses are used to monitor budget versus

actual results in assessing performance of the segment.

Total assets are monitored by the CODM on a consolidated basis which is reported

on the face of the consolidated balance sheets.

All the Company’s long-lived assets are held in the United States.

2 unchanged sentences

A reconciliation to

the consolidated net loss for the three months ended March 31, 2025 and 2024 is included at the bottom of the table below.

For the Three Months

the consolidated net loss for the three and six months ended June 30, 2025 and 2024 is included at the bottom of the table below.

Three Months Ended

Six Months Ended

Significant segment expenses

9 unchanged sentences

Realized foreign currency translation loss from dissolution of subsidiaries

Foreign currency gain/(loss)

Interest and dividends, net

Segment and consolidated net loss

(1) includes personnel costs and excludes

share-based compensation expense

(2) includes loss from sale of assets,

and loss on asset write offs

(1) includes personnel costs and excludes share-based compensation expense

(2) includes loss from sale of assets, and loss on asset write offs

NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated events and transactions

subsequent to March 31, 2025 through the date these condensed consolidated financial statements were included on Form 10-Q and filed with

During this period, the Company did not have any material reportable subsequent events, except as disclosed below.

ATM Agreement

Subsequent to the quarter ended March 31, 2025, we sold 252,600 shares

of Common Stock under our ATM Agreement at an average price of $ 1.47 for gross proceeds of $ 370,160 and net proceeds of $ 358,037 .

May 2025 Public Offering

On May 7, 2025, the Company closed a public offering

of 3,571,428 shares of Common Stock (or pre-funded warrants in lieu thereof) and accompanying Series C warrants to purchase up to 3,571,428

shares of Common Stock and Series D warrants to purchase up to 3,571,428 shares of Common Stock, at a combined offering price of $ 1.40

per share of Common Stock (or per pre-funded warrant in lieu thereof) and accompanying warrants.

The Series C warrants have an exercise

price of $ 1.40 per share, are exercisable upon issuance and will expire five years thereafter.

The Series D warrants have an exercise

price of $ 1.40 per share, are exercisable upon issuance and will expire 18 months thereafter.

Additionally, in connection with the consummation

of the offering, certain investors exercised Series D warrants to purchase an aggregate of 914,286 shares of Common Stock resulting in

gross proceeds of approximately $ 1.3 million to the Company.

Total gross proceeds to the Company from the

offering were $ 5.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company.

Aggregate gross proceeds from the offering and the exercise of the Series D warrants were approximately $ 6.3 million.

intends to use the net proceeds from this offering for general corporate purposes, which includes, without limitation, ongoing

research and pre-clinical studies, clinical trials, the development of new biological and pharmaceutical technologies, investing in

or acquiring companies that are synergistic with or complementary to the Company’s technologies, licensing activities related

to its current and future product candidates, and to the development of emerging technologies, investing in or acquiring companies

that are developing emerging technologies, licensing activities, or the acquisition of other businesses and working capital.

The Company has evaluated events and transactions subsequent to June 30,

2025 through the date these condensed consolidated financial statements were included on Form 10-Q and filed with the SEC.

period, the Company did not have any material reportable subsequent events.

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

What changed 10-Q

Item 1. Financial Statements