What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 380 added, 326 removed, 695 unchanged (50% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

Cash and cash equivalents

Restricted cash

Prepaid expenses

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Stockholders’ equity:

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

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

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

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

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

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

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

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

Additional paid-in capital

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AND COMPREHENSIVE LOSS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Operating expenses:

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Realized foreign currency translation loss from dissolution of subsidiaries

Foreign currency gain

Foreign currency (loss) gain

Interest and dividends, net

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$ ( 43,045,627 )

Stock-based compensation:

-restricted stock units

-stock options

Foreign currency translation

Issuance of September 2024 pre-funded and common warrants, net

Dividend - warrant modification

( 2,999,834 )

Balance at September 30, 2024

$ ( 46,405,117 )

Balance at January 1, 2025

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-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

Proceeds from sale of common stock under ATM agreement, net

Proceeds from sale of common stock in public offerings,

Issuance of common stock from the exercise of warrants, net

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$ ( 56,862,173 )

Stock-based compensation:

-stock options

Foreign currency translation

( 3,037,420 )

Balance at September 30, 2025

$ ( 59,899,593 )

See accompanying notes to the unaudited condensed

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Proceeds from exercises of pre-funded warrants

Proceeds from sale of common stock under ATM agreement, net

Proceeds from sale of common stock from public offerings, net

Proceeds from common stock sales under ATM agreement

Proceeds from issuance of common stock

Proceeds from exercises of warrants

Proceeds from sale of September 2024 Offering warrants

Payment of offering costs in connection with September 2024 Offering warrants

Net cash provided by financing activities

Effect of foreign currency translation on cash

NET CHANGE IN CASH

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

$ ( 2,699,177 )

Cash - Beginning of period

Cash - End of period

$ ( 6,969,883 )

Cash, cash equivalents, and restricted cash - Beginning of period

Cash, cash equivalents, and restricted cash - End of period

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

Supplemental disclosure of cash flow information:

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Cash paid for taxes

Supplemental disclosures of non-cash activity:

Dividend - warrant modification

$ ( 359,656 )

See accompanying notes to the unaudited condensed

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 AND 2024

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Pasithea Therapeutics Corp.

(“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.

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”

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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 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.

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”).

The Company 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 its 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”).

The Company is currently conducting 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 approximately 24 patients in an expansion phase.

The initial indication the Company plans to seek

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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.

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,”

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Unipessoal Lda is a private limited company registered in Portugal.

Pasithea Clinics Inc.

is incorporated in Delaware.

Alpha-5 and AlloMek

are both Delaware limited liability companies.

Pasithea MacroMEK Pty Ltd is registered in Australia.

The operations of Pasithea Therapeutics

Limited (U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, and Pasithea Clinics Inc.

Pasithea Clinics Inc., legally dissolved as of September 3, 2025,

was incorporated in Delaware.

Alpha-5 and AlloMek are both Delaware limited liability companies.

Pasithea MacroMEK Pty Ltd is registered

in Australia.

The operations of Pasithea Therapeutics Limited (U.K.), Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda, and Pasithea

have been discontinued.

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Emerging Growth Company

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.

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.

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.

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

Liquidity and Capital Resources

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.

The Company’s major sources

of cash have been comprised of proceeds from various private and public offerings, the Initial Public Offering and the exercise of warrants.

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.

Based on the foregoing, management believes that the Company will not have

sufficient working capital to meet its needs through twelve months from the date of these financial statements if additional funding cannot

As of September 30, 2025, we had approximately $ 4.1 million in operating

bank accounts and money market funds, and working capital of approximately $ 4.2 million.

Company’s major sources of cash have been comprised of proceeds from various private and public offerings, the Initial Public Offering

and the exercise of warrants.

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.

Based on the foregoing, management

believes that the Company will not have sufficient working capital to meet its needs through twelve months from the date of these financial

statements if additional funding cannot be obtained.

Going Concern Uncertainty

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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.

On September 30, 2025, the Company had cash and cash equivalents of approximately $ 4.1 million and an

accumulated deficit of approximately $ 59.9 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

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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.

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

grant income as a contra expense within research and development.

For the nine months ended September 30, 2025 and 2024, the Company recorded

grant income of approximately $ 43,000 and $0 as a contra expense within research and development, respectively.

General and Administrative

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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.

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.

The plan is available to

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

The contributions made during the three and nine months ended September

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

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

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

had cash equivalents of $ 3.0 million and $ 6.1 million as of September 30, 2025 and December 31, 2024, respectively.

Property and Equipment, net

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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.

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 September 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 $0 balance of deferred tax assets on the condensed consolidated balance sheets as of September

30, 2025 and December 31, 2024.

ASC 740 prescribes a recognition threshold and

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There were no unrecognized

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

The Company is currently not

aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

is subject to income tax examinations by major taxing authorities since inception.

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

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company is subject to income tax examinations by major taxing authorities since inception.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

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.

Financial instruments that potentially subject the Company to concentrations

of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage

of $ 250,000 .

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

is not exposed to significant risks on such account.

Fair Value of Financial Instruments

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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 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).

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).

These tiers include:

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Quoted prices

Cash equivalents, June 30, 2025

Cash equivalents, September 30, 2025

Cash equivalents, December 31, 2024

Public warrant liabilities, June 30, 2025

Representative warrant liabilities, June 30, 2025

Public warrant liabilities, September 30, 2025

Representative warrant liabilities, September 30, 2025

Public warrant liabilities, December 31, 2024

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Three Months Ended

Representative warrant liabilities, April 1

September 30,

Representative warrant liabilities, July 1

Change in fair value

Representative warrant liabilities, June 30

Six Months Ended

Representative warrant liabilities, September 30

Nine Months Ended

September 30,

Representative warrant liabilities, January 1

Change in fair value

Representative warrant liabilities, June 30

Representative warrant liabilities, September 30

The change in fair value of the Representative

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The fair value of the liability associated with

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 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

price, and is classified as Level 3.

the Public Warrants as of September 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 September 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 price, and is classified as Level 3.

In some circumstances, the inputs used to measure

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Net Loss Per Share

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

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.

The 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:

Nine Months Ended

September 30,

Stock options

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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

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.

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.

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 nine months ended September

30, 2025, the Company had one operating subsidiary with a functional currency other than the U.S.

dollar, which experienced a foreign

currency translation gain of approximately $ 18,000 .

During the three and nine months ended September 30, 2024, the Company had one operating subsidiary with a functional currency other than

dollar, which experienced a foreign currency translation loss of approximately $ 27,000 and $ 31,000 , 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 nine months ended September 30, 2025.

The relevant translation rates are as follows:

September 30,

Closing rate, British Pound (GBP) to $USD at period end

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

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.

During the three and nine months ended September 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

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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 .

As of September 30, 2025, the remaining payable balance on the note was approximately $ 39,000 .

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.

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Property and equipment, net consists of the following:

September 30,

Leasehold improvements

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Property and equipment, net

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

Depreciation expense was approximately $ 24,000 and $ 5,000 for the three

months ended September 30, 2025 and 2024, respectively, and approximately $ 32,000 and $ 14,000 for the nine months ended September 30,

2025, respectively.

During the nine months ended September 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.

Additionally, during the three months

ended September 30, 2025, the Company sold medical and office equipment for approximately $ 11,000 , for which funds have yet to be received

and is presented within other current assets on the condensed consolidated balance sheets.

The gross book value of the assets sold was

approximately $ 162,000 with approximately $ 49,000 of accumulated depreciation, resulting in a loss of approximately $ 102,000 .

NOTE 4 – LEASES

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above was 7.8 %.

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

Company had no recognized ROU assets and lease liabilities.

As of September 30, 2025 and December 31, 2024,

the Company had no recognized ROU assets and lease liabilities.

The following table summarizes ROU asset and lease

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease expense

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

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

There are no additional lease payments as of September 30,

NOTE 5 – INTANGIBLE ASSETS

Intangible assets, net consists of the following:

June 30, 2025

September 30, 2025

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

In-process research and development

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$ ( 1,260,328 )

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

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

assets was as follows:

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There were no changes to goodwill for the three

and six months ended June 30, 2025 and 2024.

and nine months ended September 30, 2025 and 2024.

NOTE 6 – STOCKHOLDERS’ EQUITY

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

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.

of its Common Stock issued and outstanding at September 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.

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

In addition, the holders of our Common Stock will

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The Board and stockholders have adopted and approved

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 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.

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

Incentive 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 Incentive

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

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

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

On September 3, 2025, at the Company’s

2025 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the

2023 Incentive Plan increasing the number of shares of Common Stock authorized for issuance under the 2023 Incentive Plan by 1,750,000

shares to 2,014,221 shares.

The Plan Amendment became effective following its approval by the Company’s stockholders.

September 30, 2025, 2,014,221 total shares were available under the 2023 Incentive Plan, of which 90,068 shares were issued and outstanding

and 1,924,153 shares were available for potential issuances.

2024 Private Placement

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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.

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 $ 5.0 million and the September 2024 Private Placement closed on September 30, 2024.

The 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.

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 September 2024 Pre-Funded Warrants

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

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

During the nine months ended September 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 nine months ended September 30, 2025, and there are no September 2024 Pre-Funded Warrants outstanding.

As of September 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.

as of September 30, 2025.

At The Market Offering Agreement with H.C.

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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 .

During the nine months ended September 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 .

There were no sales of Common Stock under the ATM Agreement during the

three months ended September 30, 2025.

May 2025 Public Offering

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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 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

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 Agreements.

The warrants issued in connection with the May

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Restricted Stock Units

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.

During the three months ended September 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 $ 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,

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

in relation to the vesting of historically granted RSUs.

During the nine months ended September 30, 2025

and 2024, the Company issued a total of 0 and 3,332 shares of Common Stock, respectively, pursuant to the vesting of RSUs.

recognized approximately $ 0 and $ 96,000 of stock-based compensation expense for the nine months ended September 30, 2025 and 2024, respectively,

in relation to the vesting of historically granted RSUs.

During the three and nine months ended September

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.

As of September 30, 2025, there were no outstanding

RSUs and no remaining unamortized RSU compensation expense.

NOTE 7 – STOCK OPTIONS

Stock Options Issued, Vested and Cancelled

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

During the three months ended September

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

of 4,478 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

During the three months ended June

During the three months ended September

30, 2024, the Company granted no stock options, had forfeitures of 12,295 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.

During the nine months ended September 30,

2025, the Company granted no stock options, had forfeitures of 30,716 stock options and stock options to purchase an aggregate

of 31,857 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

During the nine months ended

September 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 .

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 $ 849,000 , 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 .

Additionally, during the nine months ended September 30,

2024, the Company had forfeitures of 17,649 stock options and stock options to purchase an aggregate of 52,309 shares of

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

Stock-Based Compensation

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.

Company’s stock options was approximately $ 53,000 and $ 121,000 for the three months ended September 30, 2025 and 2024,

respectively.

For the three months ended September 30, 2025, the Company recognized approximately $ 52,000 of stock-based compensation

related to its stock options within general and administrative expense, and approximately $ 1,000 within research and development expense

on the condensed consolidated statements of operations and comprehensive loss.

For the three months ended September 30, 2024, the Company

recognized approximately $ 107,000 of stock-based compensation related to its stock options within general and administrative expense,

and approximately $ 14,000 within research and development expense on the condensed consolidated statements of operations and comprehensive

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.

Company’s stock options was approximately $ 208,000 and $ 553,000 for the nine months ended September 30, 2025 and 2024,

respectively.

For the nine months ended September 30, 2025, the Company recognized approximately $ 201,000 of stock-based compensation

related to its stock options within general and administrative expense, and approximately $ 7,000 within research and development expense

on the condensed consolidated statements of operations and comprehensive loss.

For the nine months ended September 30, 2024, the Company

recognized approximately $ 398,000 of stock-based compensation related to its stock options within general and administrative expense,

and approximately $ 155,000 within research and development expense on the condensed consolidated statements of operations and comprehensive

The following

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)

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

of Options Weighted

share Weighted

(years) Aggregate

(in thousands)

Outstanding, January 1, 2025 182,034 $ 21.17 8.98 $ -

Expired/Cancelled ( 30,716 ) 9.30 -

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

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

Outstanding, September 30, 2025 151,318 $ 23.58 7.68 -

Exercisable, September 30, 2025 110,178 $ 28.66 7.46 $ -

As of September

30, 2025 , the remaining unamortized stock-based compensation expense related to the stock options was approximately $ 86,000 with

1 unchanged sentence

NOTE 8 – WARRANTS

As of September

30, 2025 , the fair value of the Public Warrants was approximately $ 0.20 per Public Warrant based on the closing price of the warrants

on The Nasdaq Capital Market.

The fair value of the Representative Warrants was approximately $ 0.416 per Representative Warrant, which

was based on the relative fair value to the Public Warrants.

As of September 30, 2025, the fair value of the Representative Warrants was approximately $ 0.20 per Representative

Warrant, which was based on the relative fair value to the Public Warrants.

The following table summarizes the Company’s

outstanding warrants:

Exercise Price Number of warrants Weighted-average remaining contractual term (years) Weighted average exercise price

Exercise Price Number of warrants Weighted-average

remaining contractual

term (years) Weighted average

exercise price

$ 1.40 6,228,570 3.11

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9,772,262 2.79 $ 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.

three months ended September 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 $ 5,507 for the nine months ended September 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2024,

the Company issued warrants to purchase an aggregate of 2,525,892 shares of Common Stock in exchange for consulting services.

The warrants were issued on March 1, 2024 and September 30, 2024 at $ 8.13 per share, $ 3.85 per share and $ 5.13 per share.

These warrants become exercisable in twelve equal monthly installments commencing the day after issue date.

The warrants expire ten

years from the date of issuance.

No warrants were expired, cancelled or exercised

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

during the nine months ended September 30, 2025 and 2024, except as described above .

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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

Pursuant to the Steinman Consulting Agreement, Prof.

receives $ 25,000 per quarter for his services.

Pursuant to the Steinman Consulting Agreement, as of September

30, 2025, Prof.

Steinman received $ 25,000 per quarter for his services, which was subsequently reduced to $ 1.00 per quarter, effective

as of October 1, 2025 (see Note 13).

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.

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.

As of September 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, 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.

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.

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A reconciliation to

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.

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

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Significant segment expenses

15 unchanged sentences

NOTE 13 – SUBSEQUENT EVENTS

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.

The Company has evaluated events and transactions

subsequent to September 30, 2025 through the date these condensed consolidated financial statements were included on Form 10-Q and filed

with the SEC.

During this 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