Pasithea Therapeutics Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of December 31, 2025. Management has completed such an evaluation and has concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control Over Financial Reporting Our management, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this evaluation, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2025, based on those criteria. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for nonaccelerated filers and emerging growth companies from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act. ITEM 9B. OTHER INFORMATION (a) None. (b) During the fiscal quarter ended December 31, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 61 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers, Non-Executive Employees and Directors The following table sets forth the name, age as of March 24, 2026, and current position of the individuals who serve as directors and executive officers of the Company. The following also includes certain information regarding the individual experience, qualifications, attributes and skills of our directors and executive officers as well as brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors. Name Age Position Executive Officers Dr. Tiago Reis Marques 49 Chief Executive Officer and Director Daniel Schneiderman 48 Chief Financial Officer Non-Employee Directors Prof. Lawrence Steinman 78 Executive Chairman and Co-Founder Simon Dumesnil (1)(2)(3) 49 Director Dr. Emer Leahy (1)(2)(3) 60 Director Alfred Novak (1)(2)(3) 78 Director (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Executive Officers Each executive officer serves at the discretion of our Board and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Dr. Tiago Reis Marques (Chief Executive Officer and Director) has served as our Chief Executive Officer and member of our Board since August 2020. Dr. Marques is also a senior clinical fellow at Imperial College London and a lecturer at the Institute of Psychiatry, Psychology and Neuroscience (IoPPN) at King’s College London. The IoPPN is renowned globally, being ranked second in the world for psychology and psychiatry by US News and Best Global Universities and is home to one of the largest centers for neuroscience research worldwide. Dr. Marques also practices as a psychiatrist at Maudsley Hospital. His research is primarily focused on the mechanism of action of psychiatric medications and novel treatment targets. During his career, he has obtained multiple awards for his research. Dr. Marques has authored or co-authored over 100 scientific publications in peer-reviewed journals within the fields of psychiatry and neuroscience, has an h-index exceeding 45 and over 10,000 citations, and has co-authored international treatment guidelines and written book chapters, including the seminal, “Neurobiology of Mental Illness.” We believe that Dr. Marques’s extensive medical and scientific background coupled with his significant research and development achievements and clinical experience, makes him qualified to serve as our Chief Executive Officer and a member of our Board. 62 Daniel Schneiderman (Chief Financial Officer) is an experienced finance executive with over 24 years of experience in the areas of capital markets and finance operations. Mr. Schneiderman has served as our Chief Financial Officer since October 11, 2022, and as a consultant to the Company from July 1, 2022, through October 10, 2022. Prior to joining the Company, from January 2020 through February 2022 Mr. Schneiderman served as Chief Financial Officer of First Wave BioPharma, Inc. (Nasdaq: FWBI), a clinical stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases. Prior to joining First Wave, from November 2018 through December 2019, Mr. Schneiderman served as Chief Financial Officer of Biophytis SA, (ENXTPA: ALBPS; Nasdaq: BPTS) and its U.S. subsidiary, Biophytis, Inc., a European-based, clinical-stage biotechnology company focused on the development of drug candidates for age-related diseases, with a primary focus on neuromuscular diseases. From February 2012 through August 2018, Mr. Schneiderman served as Vice President of Finance, Controller and Secretary of MetaStat, Inc. (OTCQB: MTST), a publicly traded biotechnology company with a focus on Rx/Dx precision medicine solutions to treat patients with aggressive (metastatic) cancer. From 2008 through February 2012, Mr. Schneiderman was Vice President of Investment Banking at Burnham Hill Partners LLC, a boutique investment bank providing capital raising, advisory and merchant banking services primarily in the healthcare and biotechnology industries. From 2004 through 2008, Mr. Schneiderman served in various roles and increasing responsibilities, including as Vice President of Investment Banking at Burnham Hill Partners, a division of Pali Capital, Inc. Previously, Mr. Schneiderman worked at H.C. Wainwright & Co., Inc. in 2004 as an investment banking analyst. Mr. Schneiderman holds a bachelor’s degree in economics from Tulane University. Non-Employee Directors Prof. Lawrence Steinman has served on our Board since August 2020. Prior to joining Pasithea, he served on the Board of Centocor from 1989 to 1998, the Board of Neurocrine Biosciences from 1997 to 2005, the Board of Atreca from 2010 to 2019, the Board of BioAtla from 2016 to the present, and the Board of Tolerion from 2013 to 2021. He is currently the George A. Zimmermann Endowed Chair in the Neurology Department at Stanford University and previously served as the Chair of the Interdepartmental Program in Immunology at Stanford University Medical School from 2003 to 2011. He is an elected member of the National Academy of Medicine and the National Academy of Sciences. He also founded the Steinman Laboratory at Stanford University, which is dedicated to understanding the pathogenesis of autoimmune diseases, particularly multiple sclerosis and neuromyelitis optica. He received the Frederic Sasse Award from the Free University of Berlin in 1994, the Sen. Jacob Javits Award from the U.S. Congress in 1988 and 2002, the John Dystel Prize in 2004 from the National MS Society in the U.S., the Charcot Prize for Lifetime Achievement in Multiple Sclerosis Research in 2011 from the International Federation of MS Societies and the Anthony Cerami Award in Translational Medicine by the Feinstein Institute of Molecular Medicine in 2015. He also received an honorary Ph.D. at the Hasselt University in 2008 and from the University of Buenos Aires in 2022. He received his BA (physics) from Dartmouth College in 1968 and his MD from Harvard University in 1973. He also completed a fellowship in chemical immunology at the Weizmann Institute (1974 - 1977) and was an intern and resident at Stanford University Medical School (1973-1974; 1977-1980). We believe that Prof. Steinman is qualified to serve on our Board due to his extensive background in medicine and his experience as a board member in the life sciences industry. Simon Dumesnil has served on our Board since April 2021. He is currently a Managing Partner and Director of Dunraven Capital Partners Limited, an investment management advisory company incorporated in the U.K. that focuses on investments in Eastern European corporate distressed credits and structured products. From 2013 to 2018, Mr. Dumesnil served as Managing Director and Head of the Structured Financing Group Americas at UBS Securities LLC. In this role, he was responsible for managing the structured financing trading book in the USA and LATAM, overseeing a portfolio of financing positions across various fixed income products including corporate syndicated and middle-market loans, corporate bonds, real estate loans, and CMBS/RMBS/CLO/ABS, as well as LATAM Sovereign. Prior to this, Mr. Dumesnil was the Managing Director and Co-Head of the Private-Side Structuring Group EMEA at UBS AG from 2010 to 2013. In these roles, he was responsible for arranging structured solution transactions and acquisitions for the Financial Institutions Group (FIG) and Special Situation Group (SSG) and co-headed the illiquid financing business. From 2009 to 2010, Mr. Dumesnil served as the Chief Investment Officer at Bluestone Capital Management, where he managed investments in distressed assets across Europe. Between 2008 and 2009, Mr. Dumesnil was a Director at Lehman Brothers Holding Inc., where he was responsible for restructuring and unwinding Lehman Brothers Special Financing Inc.’s derivative book post-bankruptcy. From 2003 to 2008, Mr. Dumesnil was a Director at Lehman Brothers International (Europe). Mr. Dumesnil holds a Master of Science in Banking and International Finance from Cass Business School and a Bachelor in Business and Administration from École des Hautes Études Commerciales (HEC). Throughout his career, Mr. Dumesnil has advised on and underwritten corporate risk related to companies across various industries and jurisdictions. He possesses extensive knowledge in corporate restructuring and capital structure optimization for companies at different stages of their business life cycle. His experience as Chief Investment Officer during the launch and growth phases of a financial services and technology company provides valuable insights for our Company. We believe that Mr. Dumesnil is qualified to serve on our Board due to his extensive management and investment experience, as well as his expertise in corporate restructuring and capital structure optimization. 63 Dr. Emer Leahy has served on our Board since June 2021. Dr. Leahy received her Ph.D. in neuropharmacology from University College Dublin, Ireland in 1990, and her MBA from Columbia University in 2000. She has been with PsychoGenics Inc., a preclinical CNS service company, since 1999 and is currently serving as its chief executive officer and is responsible for compensation recommendations companywide. Prior to her appointment as the chief executive officer, where she is responsible for compensation recommendations companywide. Prior to her appointment as chief executive officer, she was the vice president of business development. Dr. Leahy is also the chief executive officer of PGI Drug Discovery LLC, a company engaged in psychiatric drug discovery with five partnered clinical programs including one in Phase III. Additionally, Dr. Leahy served as a member of both the compensation committee and the audit committee of Bright Minds Biosciences Inc. (NASDAQ: DRUG), a biotech company, until April 2022. Since 2016, Dr. Leahy has served as a member of the board of directors of Intensity Therapeutics, Inc. With more than 30 years of experience in drug discovery, clinical development and business development for pharmaceutical and biotechnology companies, Dr. Leahy possesses extensive knowledge of technology assessment, licensing, mergers and acquisitions, and strategic planning. She is also an Adjunct Associate Professor of Neuroscience at Mount Sinai School of Medicine. Dr. Leahy has also served on the Emerging Companies Section Governing Board for the Board of the Biotechnology Industry Organization, the Business Review Board for the Alzheimer’s Drug Discovery Foundation, and the Scientific Advisory Board of the International Rett Syndrome Foundation. She also currently serves on the Board of PsychoGenics Inc, the Board of Intensity Therapeutics, and is the Chair of the Board of Trustees of BioNJ. We believe that Dr. Leahy is qualified to serve on our Board due to her extensive pharmaceutical, biotechnology and business background, which provides valuable insights and expertise to the Company. Alfred Novak has been a member of our Board since September 2022, bringing financial acumen and expertise in the pharmaceutical and medical device industries. He has held leadership positions as a Chief Executive Officer and Chief Financial Officer of public and private companies and has served on several boards of directors. Between October 2007 and June 2022, Mr. Novak served as a director, Audit Committee Chair, and Compensation Committee member of LivaNova Plc (NASDAQ: LIVN) (and its predecessor company, Cyberonics, Inc.), a publicly held, medical device company. Mr. Novak was actively involved in several acquisitions, disposals and start-up companies during his career. Mr. Novak has an MBA from the Wharton School of the University of Pennsylvania with a concentration in Healthcare and Finance. He holds a BS from the United States Merchant Marine Academy. We believe Mr. Novak is qualified to serve on our Board due to his extensive experience as a Chief Executive Officer, in financial management, strategic planning, international operations, product development, regulatory process and commercialization in the pharmaceutical and medical device industries. Scientific Advisory Board Rebecca Brown, M.D., Ph.D. Dr. Rebecca Brown is a board-certified adult neuro-oncologist who specializes in Neurofibromatosis (NF) and Schwannomatosis (SWN) genetic nerve tumor predisposition syndromes. She earned her Ph.D. from The University of Texas at Austin (UT Austin) in Neuroscience studying the molecular genomics and behavioral outcomes of endocrine-disrupting pollutants on females across multiple generations. Dr. Brown completed a post-doctoral fellowship at the Center for Strategic and Innovative Technologies at UT Austin in human performance research and then earned her M.D. from UT Southwestern in 2013. She completed her intern year at East Tennessee State University in 2014 and her neurology residency at Mount Sinai Hospital in NYC in 2017. She specialized in neuro-oncology during a fellowship at Memorial Sloan Kettering Cancer Center (MSKCC) completed in 2019. She worked as an instructor at MSKCC for 18 months prior to accepting a position as Assistant Professor and Director of the all-ages NF and SWN Clinic at The Mount Sinai Health System in January 2021. In November 2024, Dr. Brown joined the University of Alabama (UAB) Department of Neurology as an associate professor and is the Director of the adult NF and SWN clinic at UAB. Dr. Brown has experience on both sides of the bench in NF laboratory research involving the RAS-RAF-MEK-ERK (MAPK) pathway, including genome editing, cell culture, xenografts, and clinical trials. Her particular interest is in developing treatments for NF1-associated dermal tumors called cutaneous neurofibromas. 64 Luca Rastelli, Ph.D. Dr. Rastelli is the Chief Scientific Officer of Deepcure, an emerging biotech that uses AI-driven discovery to create better molecules and faster cures for every disease-relevant protein target. Dr. Rastelli brings more than 25 years of oncology drug discovery and development experience, as well as business development experience ranging from startups to large pharmaceutical companies. Most recently, Dr. Rastelli was Chief Scientific Officer at Jubilant Therapeutics where he led all aspects of R&D for the company and was instrumental in bringing 2 compounds to the clinic. Previously Dr. Rastelli was Chief Scientific Officer at Kleo Pharmaceuticals where he led the team that brough a CD38 targeting compound based on Kleo’s novel ARM technology to the clinic for multiple myeloma. At BioXcel Therapeutics he was Vice President, Oncology at where he helped bring the company to a successful IPO and he led a project focused on Neurofibromatosis type 2. Dr. Rastelli has held multiple preclinical and clinical project leadership positions at Boston Scientifics, CuraGen, Sopherion and EMD Serono (Merck Serono). Dr. Rastelli led the initial development of c-MET inhibitor TEPMETKO, approved for the treatment of METex14 positive NSCLC patients. Dr. Rastelli was also part of the initial development of the immuno-oncology antibody BAVENCIO, a PDL-1 inhibitor approved for several type of cancers. Dr. Rastelli received the American Brain Tumor Association’s 25th Anniversary Translational grant for his work on Medulloblastoma tumors at the Department of Neuro-Oncology, MD Anderson Cancer Center. Dr. Rastelli is a named inventor on more than 10 issued patents and holds a Ph.D. in Molecular Biology from the University of Geneva. James Lee Ph.D. Dr. Lee is a Clinician Scientist Group Leader at the Francis Crick Institute (London, UK) and an Honorary Consultant Gastroenterologist at the Royal Free Hospital. Dr. Lee is a clinician-scientist with a longstanding focus on better understanding the biology of immune-mediated disease, and the translation of that knowledge for patient benefit. He has clinical expertise in inflammatory bowel disease (IBD) and is also an active member of the UK and International IBD Genetics Consortia. Dr. Lee completed medical training at the University of Oxford (2004) and undertook his Ph.D. at the University of Cambridge as part of the inaugural Wellcome Trust Clinical PhD Programme (2008-2011). Following his Ph.D. in Ken Smith’s lab, Dr. Lee completed clinical training in gastroenterology as a clinical lecturer (University of Cambridge), before being awarded a Wellcome Trust Intermediate Clinical Fellowship in 2015. Dr. Lee spent 2 years of this award at Harvard University before returning to the University of Cambridge in 2018 to establish a research group at the newly-opened Cambridge Institute for Therapeutic Immunology and Infectious Disease. He joined the Francis Crick Institute as a Clinician Scientist Group Leader in 2021. Dr Lee has published over 50 research papers, including first / senior author papers in Cell, Nature Genetics, Journal of Clinical Investigation, Gut and EMBO Molecular Medicine, and co-authored papers in journals including Nature, Cell, Nature Immunology and Journal of Experimental Medicine. In 2014, Dr. Lee was named as the inaugural “Young Gastroenterologist of the Year - Clinical and Translational Science” by the British Society of Gastroenterology and has since been awarded the Julia Bodmer Award (European Federation of Immunogenetics, 2017), the Sir Francis Avery-Jones Medal (British Society of Gastroenterology, 2018), and the United European Gastroenterology Society Rising Star Award (2018). He is an editorial board member at Gut and Research Awards Panel member for Crohn’s and Colitis UK. Daniel R. Weinberger, M.D. Dr. Weinberger is Director and CEO of the Lieber Institute for Brain Development at the Johns Hopkins Medical Center and Professor of Psychiatry, Neurology, Neuroscience and Human Genetics at the Johns Hopkins School of Medicine. He was formally Director of the Genes, Cognition, and Psychosis Program of the Intramural Research Program, National Institute of Mental Health, National Institutes of Health in Bethesda, Maryland. He attended college at the Johns Hopkins University and medical school at the University of Pennsylvanian and did residencies in psychiatry at Harvard Medical School and in neurology at George Washington University. He is board certified in both psychiatry and neurology. Dr. Weinberger’s research has focused on brain and genetic mechanisms involved in the pathogenesis and treatment of neuropsychiatric disorders, especially schizophrenia. He was instrumental in focusing research on the role of abnormal brain development as a risk factor for schizophrenia. He has identified a number of specific neural and molecular mechanisms of genetic risk for schizophrenia, and genetic effects that account for variation in specific human cognitive functions and in human temperament. His recent work has focused on genetic and epigenetic regulation of expression in human brain of genes associated with developmental brain disorders. In 2003, Science magazine highlighted the genetic research of his lab as the second biggest scientific breakthrough of the year, second to the origins of the cosmos. He is the recipient of many honors and awards, including the Sarnat International Prize of the National Academy of Medicine, The International Neuroscience Prize of the Gertrud Reemtsma Foundation of the Max Planck Society, the NIH Directors Award, The Roche-Nature Medicine Neuroscience Award, The William K. Warren Medical Research Institute Award, the Adolf Meyer Prize of the American Psychiatric Association, the Foundation’s Fund Prize from the American Psychiatric Association, and the Lieber Prize of the Brain and Behavior Research Foundation. He is past president of the Society of Biological Psychiatry, past President of the American College of Neuropsychopharmacology and has been elected to the National Academy of Medicine of the National Academy of Sciences. 65 Board Composition Our Board currently consists of five members. Under our Second Amended and Restated Bylaws (the “Bylaws”), the number of directors who shall constitute the Board shall equal not less than one or more than ten, as the Board may determine by resolution from time to time. Board Elections In accordance with the terms of our Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Bylaws, our Board is divided into three classes; Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our directors are divided among the three classes as follows: ● The Class I director is Dr. Emer Leahy; her term will expire at the 2027 Annual Meeting of Stockholders; ● The Class II directors are Alfred Novak and Simon Dumesnil; their terms will expire at the 2028 Annual Meeting of Stockholders; and ● The Class III directors are Dr. Tiago Reis Marques and Prof. Lawrence Steinman; their terms will expire at the 2026 Annual Meeting of Stockholders. We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed only by resolution of our Board. Our Certificate of Incorporation and Bylaws also provide that our directors may be removed only for cause, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office, even if less than a quorum, or by a sole remaining director. Board Leadership Structure The positions of our Chairman of the Board and Chief Executive Officer are separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board in its fundamental role of providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that the Chief Executive Officer must devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board’s oversight responsibilities continue to grow. Our Board also believes that this structure ensures a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. Our Board believes its administration of its risk oversight function has not affected its leadership structure. Our corporate governance guidelines provide that, if the Chairman of the Board is a member of management or does not otherwise qualify as independent, the independent directors of the Board may elect a lead director. The lead director’s responsibilities include, but are not limited to: presiding over all meetings of the Board at which the chairman is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board. Our corporate governance guidelines further provide the flexibility for our Board to modify our leadership structure in the future as it deems appropriate. 66 Role of the Board in Risk Oversight One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee (“Audit Committee”) has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our nominating and corporate governance committee (“Nominating and Corporate Governance Committee”) monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee (“Compensation Committee”) assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks. Board Committees We currently have three committees of the Board and have adopted charters for such committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each committee’s charter is available under the Governance section of our website at www.pasithea.com . The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report on Form 10-K. Audit Committee . The Audit Committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; ● overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; ● reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; ● coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; ● discussing our risk management policies; ● meeting independently with our internal auditing staff, if any, registered public accounting firm and management; ● reviewing and approving or ratifying any related person transactions; and ● preparing the Audit Committee report required by SEC rules. The members of our Audit Committee are Simon Dumesnil (chairperson), Dr. Emer Leahy and Alfred Novak. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Simon Dumesnil is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. Our Board has determined that Simon Dumesnil (chairperson), Dr. Emer Leahy and Alfred Novak are independent within the meaning of the rules and regulations of Nasdaq and Rule 10A-3 under the Exchange Act. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. 67 Compensation Committee . The Compensation Committee’s responsibilities include: ● reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and our other executive officers; ● overseeing and administering our cash and equity incentive plans; ● reviewing and making recommendations to our Board with respect to director’s compensation; ● reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and ● preparing the annual Compensation Committee report required by SEC rules, to the extent required. The members of our Compensation Committee are Dr. Emer Leahy (chairperson), Alfred Novak and Simon Dumesnil. Each of the members of our Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee’s responsibilities include: ● identifying individuals qualified to become Board members; ● recommending to our Board the persons to be nominated for election as directors and to each Board committee; ● developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and ● overseeing a periodic evaluation of our Board. The members of our Nominating and Corporate Governance Committee are Alfred Novak (chairperson), Dr. Emer Leahy and Simon Dumesnil. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. Director Independence Our Board has determined that Simon Dumesnil, Dr. Emer Leahy and Alfred Novak are all “independent” as that term is defined under the rules of The Nasdaq Stock Market LLC, or the Nasdaq rules. Our Board has determined that due to Dr. Tiago Reis Marques’ employment as an executive officer of the Company, he currently has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that he is not “independent” as that term is defined under the Nasdaq rules. Our Board has also determined that beginning as of June 21, 2022, due to the Company’s transaction with Alpha-5, Prof. Lawrence Steinman has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that he is not “independent” as that term is defined under the Nasdaq rules. Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee is a current or former officer or employee. None of our executive officers served as a director or a member of a Compensation Committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during the last completed fiscal year. 68 Corporate Code of Conduct and Ethics Our Board has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Copies of our corporate code of conduct and ethics are available, without charge, upon request in writing to Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139, Attn: Secretary and are posted on the investor relations section of our website, which is located at www.pasithea.com . The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on our website into this Annual Report on Form 10-K. We also intend to disclose any amendments to the Corporate Code of Conduct and Ethics, or any waivers of its requirements, on our website. Insider Trading Policies We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements in all respects. ITEM 11. EXECUTIVE COMPENSATION As an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of our most recently completed fiscal year (collectively, our “Named Executive Officers”). This section describes the executive compensation program in place for our Named Executive Officers during the years ended December 31, 2025 and December 31, 2024, who are the individuals who served as our principal executive officer and two most highly compensated executive officers. This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below and the non-employee members of our Board. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) (1) All Other Compensation ($) Total ($) Tiago Reis Marques (2) 2025 533,610 493,150 - 277,258 23,500 1,327,518 Chief Executive Officer 2024 450,000 - 22,241 167,818 - 640,059 Daniel Schneiderman (3) 2025 386,984 306,400 - 178,303 23,500 895,187 Chief Financial Officer 2024 330,000 - - 100,223 - 430,223 Graeme Currie (4) 2025 - - - - - - Chief Development Officer 2024 386,535 - - 48,276 - 434,811 (1) In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for the Company that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. (2) Dr. Marques has served as a Director and Chief Executive Officer since August 2020. Total compensation for 2025 for Dr. Marques includes i) $277,258 for the issuance of stock options to purchase 493,341 shares of Common Stock in October 2025, and ii) $23,500 relating to the Company 401(k) matching contributions. Total compensation for 2024 for Dr. Marques includes i) $22,241 for stock awards representing the grant date fair value of the issuance of 4,168 shares of common stock pursuant to the vesting of RSUs originally issued in December 2021 and ii) $167,818 for the issuance of stock options to purchase 26,669 shares of Common Stock in March 2024. (3) Mr. Schneiderman was hired as Chief Financial Officer of the Company on October 11, 2022. Total compensation for 2025 for Mr. Schneiderman includes i) $178,303 for the issuance of stock options to purchase 317,266 shares of Common Stock in October 2025, and ii) $23,500 relating to the Company 401(k) matching contributions. Total compensation for 2024 for Mr. Schneiderman includes $100,223 for the issuance of stock options to purchase 15,927 shares of Common Stock in March 2024. (4) Dr. Currie resigned as Chief Development Officer effective as of November 15, 2024. 69 Employment Agreements with our Named Executive Officers Employment Agreement with Dr. Tiago Reis Marques On January 1, 2022, we entered into an employment agreement with Dr. Marques. Under the terms of Dr. Marques’ employment agreement, he holds the position of Chief Executive Officer and receives a base salary of $621,000 annually (effective January 1, 2026). In addition, Dr. Marques is eligible to receive an annual bonus, with a target amount equal to fifty-five percent (55%) of Dr. Marques’ annual base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Dr. Marques’ individual performance. Pursuant to the terms of his employment agreement, Dr. Marques is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion. Pursuant to Dr. Marques’ employment agreement, Dr. Marques was paid $100,000 as a sign on bonus. We also issued to Dr. Marques stock options to purchase 10,000 shares of Common Stock under our 2021 Incentive Plan, with one-third of the total shares vesting on the 12-month anniversary of the grant date, and the remainder vesting in equal quarterly installments thereafter. Further, we issued to Dr. Marques Restricted Stock Units exercisable for 10,000 shares of Common Stock, with one-third of the total shares underlying the RSUs vesting upon the 12-month anniversary of the grant date, with the remainder vesting in equal quarterly installments thereafter. We may terminate Dr. Marques’ employment at any time with or without Cause (as that term is defined in Dr. Marques’ employment agreement) and with or without advance notice to Dr. Marques, and Dr. Marques may terminate his employment at any time for any reason upon providing 90 days’ written notice to the Company. In the event we terminate Dr. Marques’ employment without Cause, we will pay Dr. Marques the equivalent of 12 months of his base annual salary in effect as of the date of termination, subject to standard payroll deductions and withholdings and Dr. Marques’ executing a release of claims against the Company. If we terminate Dr. Marques’ employment for any other reason, Dr. Marques will receive no compensation other than what he has earned at the time of the termination, and he will not be entitled to any severance benefits. Employment Agreement with Daniel Schneiderman On October 11, 2022, we entered into an employment agreement with Mr. Schneiderman. Under the terms of Mr. Schneiderman’ employment agreement, he holds the position of Chief Financial Officer and receives a base salary of $456,000 annually (effective January 1, 2026). In addition, Mr. Schneiderman is eligible to receive an annual bonus, with a target amount equal to forty percent (40%) of Mr. Schneiderman’s annual base salary. The actual amount of each bonus will be determined by the sole discretion of our Compensation Committee and will be based upon both the Company’s performance and Mr. Schneiderman’s individual performance. Pursuant to the terms of his employment agreement, Mr. Schneiderman is also eligible to participate in all incentive and deferred compensation programs available to other executives or officers of the Company, and will be eligible to participate in any employee benefit plans and equity plans that we may adopt, which plans may be amended by the Company from time to time in its sole discretion. Pursuant to Mr. Schneiderman’s employment agreement, Mr. Schneiderman was paid $30,000 as a sign on bonus. We also issued to Mr. Schneiderman stock options to purchase 15,000 shares of Common Stock under our 2021 Incentive Plan, with one-third of the total shares vesting on the one year anniversary of the grant date, one-third of the total shares vesting on the two year anniversary of the grant date, and one-third of the total shares vesting on the three year anniversary of the grant date. We may terminate Mr. Schneiderman’s employment at any time with or without Cause (as that term is defined in Mr. Schneiderman’s employment agreement) and with or without advance notice to Mr. Schneiderman, and Mr. Schneiderman may terminate his employment at any time for any reason upon providing 60 days’ written notice to the Company. In the event we terminate Mr. Schneiderman’s employment without Cause, we will pay Mr. Schneiderman the equivalent of six months of his base annual salary in effect as of the date of termination, subject to standard payroll deductions and withholdings and Mr. Schneiderman’s executing a release of claims against the Company. His stock options will also accelerate and fully vest on his termination date. If we terminate Mr. Schneiderman’s employment for any other reason, Mr. Schneiderman will receive no compensation other than what he has earned at the time of the termination and he will not be entitled to any severance benefits. 70 Outstanding Equity Awards at Fiscal Year-End The following table summarizes, for each of our Named Executive Officers, the number of shares of our Common Stock underlying outstanding stock options held as of December 31, 2025: Option Awards Stock Awards Name Grant Date Number of Shares Underlying Unexercised Options (#) Exercisable Number of Shares Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Units of Stock That Have Not Vested Market Value of Units of Stock That Have Not Vested Tiago Reis Marques, (1) 12/20/2021 10,000 - $ 28.80 12/20/2031 - $ - Chief Executive Officer (2) 03/01/2024 20,419 6,250 $ 8.13 03/01/2034 - $ - (3) 10/24/2025 - 493,341 $ 0.72 10/24/2035 - $ - Daniel Schneiderman, (4) 10/11/2021 15,000 - $ 25.20 10/11/2031 - $ - Chief Financial Officer (5) 03/01/2024 11,760 4,167 $ 8.13 03/01/2034 - $ - (6) 10/24/2025 - 317,266 $ 0.72 10/24/2035 - $ - Graeme Currie, - - - $ - - - $ - Chief Development Officer - - - $ - - - $ - (1) Under the terms of Dr. Marques’ Executive Employment Agreement, on December 20, 2021, he received (i) a grant of 10,000 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date and (ii) a grant of 10,000 restricted stock units (“RSUs”). Dr. Marques’ stock options and RSUs each vested over three years, with one-third vesting 12 months after the grant date, and the remainder vesting in equal tranches quarterly for two years thereafter. (2) Under the terms of the Company’s 2023 Incentive Plan (as defined below), Dr. Marques received a grant of 26,669 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. 11,669 shares vested immediately, 5,000 shares vested on February 28, 2025, and then 10,000 shares vest in equal quarterly tranches for each of the two years thereafter. (3) Under the terms of the Company’s 2023 Incentive Plan, Dr. Marques received a grant of 493,341 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. One-third of the shares will vest on the one-year anniversary of the grant date, and the remaining shares will vest in equal quarterly installments thereafter for the next two years. (4) Under the terms of Mr. Schneiderman’s Executive Employment Agreement, on October 11, 2022, he received a grant of 15,000 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. Mr. Schneiderman’s stock options vested over three years, with one-third vesting one year after the grant date, one-third vesting two years after the grant date and the one-third vesting three years after the grant date. (5) Under the terms of the Company’s 2023 Incentive Plan, Mr. Schneiderman received a grant of 15,927 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. 5,927 shares vested immediately, 3,334 shares vested on February 28, 2025, and then 6,666 shares vest in equal quarterly tranches for each of the two years thereafter. (6) Under the terms of the Company’s 2023 Incentive Plan, Mr. Schneiderman received a grant of 317,266 stock options at an exercise price equal to the closing price of the Company’s Common Stock on the grant date. One-third of the shares will vest on the one-year anniversary of the grant date, and the remaining shares will vest in equal quarterly installments thereafter for the next two years. There were no option exercises by our Named Executive Officers during our fiscal years ended December 31, 2025, or 2024. 71 Incentive Award Plans 2023 Incentive Plan On October 6, 2023, our Board adopted the Company’s 2023 Stock Incentive Plan (as amended, the “2023 Incentive Plan”), and our stockholders approved the 2023 Stock Incentive Plan at our 2023 Annual Meeting of Stockholders. As of stockholder approval of the 2023 Incentive Plan, no new grants of awards were made under the Pasithea Therapeutics Corp. 2021 Stock Incentive Plan (the “2021 Incentive Plan”) and all new grants of awards have been and will continue to be made under the 2023 Incentive Plan. All unused shares of Common Stock reserved under our 2021 Incentive Plan and shares from outstanding awards that are canceled or forfeited under the 2021 Incentive Plan will be rolled over for issuance under the 2023 Incentive Plan. On September 3, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved an amendment (the “First Plan Amendment”) to our 2023 Stock Incentive Plan increasing the number of shares of Common Stock authorized for issuance under the 2023 Stock Incentive Plan by 1,750,000 shares to 2,014,221 shares. The First Plan Amendment became effective following its approval by our stockholders. Further, on January 28, 2026, at a Special Meeting of Stockholders, our stockholders approved an additional amendment (the “Second Plan Amendment”) to our 2023 Stock Incentive Plan, as amended by the First Plan Amendment, increasing the number of shares of Common Stock authorized for issuance under the 2023 Stock Incentive Plan, as amended by the First Plan Amendment, by 11,985,779 shares to 14,000,000 shares. The Second Plan Amendment became effective following its approval by our stockholders. No other modifications were made to the 2023 Incentive Plan. The following description of the material terms of the 2023 Incentive Plan is intended to be a summary only. This summary is qualified in its entirety by the full text of the 2023 Incentive Plan, a copy of which, along with the amendments thereto, are filed as exhibits to this Annual Report on Form 10-K and incorporated herein by reference. Administration. The 2023 Incentive Plan is administered by the Compensation Committee. However, the entire Board may act in lieu of the Compensation Committee on any manner. The Compensation Committee has authority, in its discretion, to approve the persons to whom awards may be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of an award and to determine the specific terms and conditions of each award, subject to the provisions of the 2023 Incentive Plan. The Compensation Committee may also approve rules and regulations for the administration of the 2023 Incentive Plan and amendments or modifications of outstanding awards (except that options and Stock Appreciation Rights (“SARs”) cannot be repriced without shareholder approval). The Compensation Committee may delegate authority to the Chief Executive Officer and/or other officers to grant awards to employees (other than themselves), subject to applicable law and the 2023 Incentive Plan. No awards may be made under the 2023 Incentive Plan on or after the tenth anniversary of the date of original Board approval of the 2023 Incentive Plan (the “Expiration Date”), but the 2023 Incentive Plan will continue thereafter while previously granted awards remain outstanding. Eligibility. Persons eligible to receive awards under the 2023 Incentive Plan are all employees, officers, directors, consultants, other advisors and other individual service providers of our Company and our subsidiaries, who, in the opinion of the Compensation Committee, are in a position to contribute to the success and growth of the Company, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of our Company or any subsidiary. Notwithstanding the foregoing, only Company employees are eligible to receive grants of “incentive stock options” (“ISOs”) that meet the requirements of Section 422 of the Code. As of December 31, 2025, the Company and its subsidiaries had a total of five employees (including two officers) and four non-employee directors. In accordance with our Bylaws, directors who are serving the Company as employees and who receive compensation for their services as such, shall not be eligible to receive any other compensation under the 2023 Incentive Plan for their services as directors of the Company. None of our subsidiaries have employees and none of the officers and directors of our subsidiaries are eligible for awards under the 2023 Incentive Plan other than those who are eligible as officers or directors of the Company. As of December 31, 2025, no person is eligible to participate as a result of a determination by the Compensation Committee that that person is a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. As awards under the 2023 Incentive Plan are within the discretion of the Compensation Committee, the Company cannot determine how many individuals in each of the categories described above will receive awards. Shares Subject to the 2023 Incentive Plan. The Board has reserved for issuance under the 2023 Incentive Plan (i) 125,000 shares of Common Stock (after adjustment for the reverse stock split we effected on January 2, 2024), (ii) such number of unused shares of Common Stock reserved under the 2021 Incentive Plan as of the date stockholders initially approved the 2023 Incentive Plan, (iii) a total of 73,082 shares of Common Stock that were added pursuant to the 2023 Incentive Plan’s “evergreen” provision described below, (iv) a total of 1,750,000 shares of Common Stock that were added pursuant to the First Plan Amendment and (v) a total of 11,985,779 shares of Common Stock that were added pursuant to the Second Plan Amendment (subsections (i), (ii), (iii), (iv) and (v) together, the “Share Reserve”). All such shares of Common Stock reserved for issuance under the 2023 Incentive Plan may, but need not, be issued in respect of ISOs. In addition, shares of our Common Stock that relate to any outstanding grants or awards under the 2021 Incentive Plan as of the date stockholders initially approved the 2023 Incentive Plan that are forfeited, cancelled or otherwise lapse in accordance with applicable plan terms or are surrendered in payment of the exercise price and/or withholding taxes shall be rolled into the 2023 Incentive Plan and added to the Share Reserve (but not issued in respect of ISOs). 72 Under the 2023 Incentive Plan’s “evergreen” provision, the number of shares of Common Stock available for issuance under the 2023 Incentive Plan will automatically increase on January 1 st of each year until the Expiration Date, in an amount equal to three percent (3%) of the total number of shares of our Common Stock outstanding on the December 31 st of the preceding calendar year, unless the Board takes action prior thereto to provide that there will not be an increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be of a lesser number of shares of Common Stock than would otherwise occur. None of the additional shares of Common Stock available for issuance pursuant to the 2023 Incentive Plan’s “evergreen” provision for years beginning in 2027 and after, if any, shall be issued in respect of ISOs. If any option or SAR granted under the 2023 Incentive Plan terminates without having been exercised in full or if any award is forfeited, or if shares of Common Stock are withheld to cover withholding taxes on options or other awards or applied to the payment of the exercise price of an option or purchase price of an award, the number of shares of Common Stock as to which such option or award was forfeited, withheld or paid, will be available for future grants under the 2023 Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2023 Incentive Plan. The number of shares of Common Stock authorized for issuance under the 2023 Incentive Plan and the foregoing share limitations are subject to customary adjustment for stock splits, stock dividends or similar transactions. Director Compensation. The 2023 Incentive Plan provides for an annual limit on non-employee director compensation of $500,000, increased to $750,000 in the fiscal year of a non-employee director’s initial service as a non-employee member of the Board. This limit applies to the sum of both equity grants that could be awarded to non-employee directors during a fiscal year (based on their value under ASC Topic 718 on the grant date) and cash compensation, such as cash retainers and meeting fees earned during a fiscal year. Notwithstanding the foregoing, the Board reserves the right to make an exception to these limits due to extraordinary circumstances without the participation of the affected director receiving additional compensation. Terms and Conditions of Stock Options. Options granted under the 2023 Incentive Plan may be either ISOs or “nonstatutory stock options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2023 Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our Common Stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder). If on the date of grant the Common Stock is listed on a stock exchange or is quoted on the automated quotation system of Nasdaq, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method. On December 31, 2025, the closing sale price of a share of our Common Stock on The Nasdaq Capital Market was $1.29. No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2023 Incentive Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. Unless otherwise provided by the Compensation Committee, no option will provide for vesting or exercise earlier than one year after the date of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of a nonstatutory option to exercise the option before it has otherwise become exercisable, in which case the shares of our Common Stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise. Generally, the option price may be paid in cash or by certified check, bank draft or money order. The Compensation Committee may permit other methods of payment, including (a) through delivery of shares of our Common Stock having a fair market value equal to the purchase price, (b) by a full recourse, interest bearing promissory note having such terms as the Compensation Committee may permit, or (c) a combination of these methods, as set forth in an award agreement or as otherwise determined by the Compensation Committee. The Compensation Committee is authorized to establish a cashless exercise program and to permit the exercise price (or tax withholding obligations) to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price. 73 No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of a nonstatutory option to transfer the award to immediate family members or a family trust for estate planning purposes. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us. Stock Appreciation Rights. The Compensation Committee may grant SARs independent of or in connection with an option. The Compensation Committee will determine the other terms applicable to SARs. Unless otherwise provided by the Compensation Committee, no SAR will provide for vesting or exercise earlier than one year after the date of grant. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our Common Stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the 2023 Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to: ● the excess of the fair market value on the exercise date of one share of our Common Stock over the exercise price, multiplied by ● the number of shares of Common Stock covered by the SAR. Payment may be made in shares of our Common Stock, in cash, or partly in Common Stock and partly in cash, all as determined by the Compensation Committee. Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted Common Stock and/or restricted stock units under the 2023 Incentive Plan. Restricted stock awards consist of shares of Common Stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our Common Stock, cash, or a combination of shares of Common Stock and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Unless otherwise provided by the Compensation Committee, no award of restricted stock or restricted stock units will provide for vesting earlier than one year after the date of grant. Dividends or distributions with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. If any dividends or distributions are paid in stock before the restricted stock vests, they will be subject to the same restrictions. Dividend equivalent amounts may be deemed reinvested in additional restricted stock units or paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote on the shares. Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2023 Incentive Plan to any eligible employee or other individual service provider other than a non-employee director of the Board. Performance shares and performance units are awards, denominated in either shares of Common Stock or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units. Incentive Bonus Awards. The Compensation Committee may grant incentive bonus awards under the 2023 Incentive Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee determines, including performance goals and the amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our Common Stock. 74 Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2023 Incentive Plan, including the grant or offer for sale of shares of our Common Stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose. Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect of a Change in Control (as defined in the 2023 Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a Change in Control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our Common Stock on the date of the change in control; (f) cancel any awards in exchange for cash and/or other property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of rights upon a change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (g) take any other action the Compensation Committee deems necessary or appropriate to carry out the terms of any definitive agreement controlling the terms and conditions of the Change in Control. Clawback/Recoupment. Awards granted under the 2023 Incentive Plan will be subject to the requirement that the awards be forfeited or amounts repaid to the Company after they have been distributed to the participant (i) to the extent set forth in an award agreement or (ii) to the extent covered by any clawback or recapture policy adopted by the Company from time to time, or any applicable laws that impose mandatory forfeiture or recoupment, under circumstances set forth in such applicable laws. Amendment, Termination. Our Board may at any time amend, suspend or terminate the 2023 Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the Board may not (i) increase the number of shares of Common Stock available under the 2023 Incentive Plan, (ii) change the group of individuals eligible to receive awards, or (iii) extend the term of the 2023 Incentive Plan. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. For further information, see “– Limitations on Liability and Indemnification Matters ” below. Policies and Procedures for Related Person Transactions Our Board has adopted a written related person transaction policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions as set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved will be the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to (i) whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated party; (ii) the extent of the related person’s interest in the transaction; (iii) the benefits to the Company; (iv) the impact on a director’s independence in the event the related person is a director, an immediately family member of a director or an entity in which a director is a partner, stockholder or executive officer; (v) the availability of other sources for comparable products or services; (vi) the terms of the transaction; and (vii) the terms available to unrelated third parties. 75 All related-party transactions may only be consummated if our Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote respecting approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction. Limitations on Liability and Indemnification Matters Our Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under Delaware law, which prohibits our Certificate of Incorporation from limiting the liability of our directors for the following: ● any breach of the director’s duty of loyalty to us or our stockholders; ● acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; ● unlawful payment of dividends or unlawful stock repurchases or redemptions; or ● any transaction from which the director derived an improper personal benefit. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our Bylaws provide that we indemnify our directors and officers to the fullest extent permitted under Delaware law and that we shall have the power to indemnify our employees and agents to the fullest extent permitted by law. Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we would have the power to indemnify such person against such expense, liability or loss under the DGCL. We have entered into indemnification agreements with our directors and officers, in addition to indemnification provided for in our Bylaws. These agreements, among other things, provide for indemnification of our directors and officers for expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by such persons in any action or proceeding arising out of this person’s services as a director or officer or at our request. We believe that these provisions in our Certificate of Incorporation and Bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers. The above description of the limitation of liability and indemnification provisions of our Certificate of Incorporation, our Bylaws and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of which is filed as an exhibit to this Annual Report on Form 10-K. The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer. 76 Director Compensation The below table sets forth for each non-employee director that served as a director during the year ended December 31, 2025, certain information concerning his or her compensation for the year ended December 31, 2025. Directors who are also our employees, namely Dr. Marques, are not compensated for serving on the Board. Dr. Marques’ compensation is set forth in the Summary Compensation Table above and he will not receive any additional compensation for his service as a director. Year Ended December 31, 2025 Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) (1) Non-equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) (2) Professor Lawrence Steinman (3) 208,751 - 136,517 - - - 345,268 Simon Dumesnil (4) 65,000 - 24,117 - - - 89,117 Dr. Emer Leahy (5) 60,000 - 24,117 - - - 84,117 Alfred Novak (6) 80,000 - 24,117 - - - 104,117 (1) In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for the Company that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 5 (Stockholders’ Equity) to our financial statements, which are included in this Annual Report on Form 10-K. The aggregate number of shares of Common Stock underlying stock options outstanding as of December 31, 2025, held by each of Prof. Lawrence Steinman, Simon Dumesnil, Dr. Emer Leahy and Alfred Novak was 255,413, 55,413, 55,413 and 52,913, respectively. (2) All directors receive reimbursement for reasonable out of pocket expenses in attending Board meetings and for participating in our business. (3) Under the terms of the Company’s 2023 Incentive Plan, Prof Steinman received a grant of 242,913 stock options at an exercise price of $0.715 per share, equal to the closing price of the Company’s Common Stock on the grant date. (4) Under the terms of the Company’s 2023 Incentive Plan, Mr. Dumesnil received a grant of 42,913 stock options at an exercise price of $0.715 per share, equal to the closing price of the Company’s Common Stock on the grant date. (5) Under the terms of the Company’s 2023 Incentive Plan, Dr. Leahy received a grant of 42,913 stock options at an exercise price of $0.715 per share, equal to the closing price of the Company’s Common Stock on the grant date. (6) Under the terms of the Company’s 2023 Incentive Plan, Mr. Novak received a grant of 42,913 stock options at an exercise price of $0.715 per share, equal to the closing price of the Company’s Common Stock on the grant date. $20,000 of cash fees paid in 2025 were from accrued and unpaid fees earned in 2024. 77 Compensation Policy for Non-Employee Directors. The material terms of the non-employee director compensation program, as it is currently contemplated, are summarized below. The non-employee director compensation program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Each non-employee director is eligible to receive an annual retainer of $50,000 plus an additional (i) $10,000 for serving as Chair of the Compensation Committee or the Nominating and Corporate Governance Committee or (ii) $15,000 (effective as of January 1, 2025) for serving as Chair of the Audit Committee. A non-employee director serving as Chairman of the Board is eligible to receive an additional annual retainer of $35,000 (effective as of October 1, 2025). Additionally, upon joining the Board, non-employee directors are eligible to receive stock options to purchase 5,000 shares of Common Stock, with 50% of the shares subject to the options vesting after the first year of service and 50% vesting after the second year. Compensation under our non-employee director compensation policy is subject to the annual limits on non-employee director compensation set forth in the 2023 Incentive Plan, as described above. Our Board or an authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2023 Incentive Plan. As provided in the 2023 Incentive Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board or its authorized committee may determine in its discretion. Consulting Agreement with Prof. Lawrence Steinman A consulting agreement between us and Prof. Lawrence Steinman (as amended effective as of October 1, 2025, the “Steinman Consulting Agreement”) memorializes the compensation arrangements pursuant to which Prof. Steinman has been compensated for his services to our 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. Pursuant to the Steinman Consulting Agreement, Prof. Steinman receives $1.00 per quarter for his services (effective as of October 1, 2025). The Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of nonpublic Information We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Consistent with our annual compensation cycle, the Compensation Committee has for several years granted annual equity awards to our executive officers and directors at the start of the new fiscal year. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation. No stock options were issued to executive officers in fiscal year 2025 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC. 78 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Holders and Management The following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 24, 2026, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Common Stock; ● each of our Named Executive Officers; ● each of our directors; and ● all of our current executive officers and directors as a group. The number of shares beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to any community property laws. Percentage ownership of our Common Stock is based on 24,939,948 shares of Common Stock outstanding as of March 24, 2026. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, restricted units, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 24, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. To calculate a stockholder’s percentage of beneficial ownership of Common Stock, we must include in the numerator and denominator those shares of Common Stock, as well as those shares of Common Stock underlying options, warrants and convertible securities, that such stockholder is considered to beneficially own. Shares of Common Stock underlying options, warrants and convertible securities, held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Pasithea Therapeutics Corp., 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Beneficial Ownership Common Stock Name of Beneficial Owner Shares (1) % (2) 5% or Greater Stockholders Vivo Opportunity Fund Holdings, L.P. (3) 17,560,467 9.9 % Janus Henderson Group plc (4) 10,229,652 9.9 % Coastlands Capital LP (5) 2,394,765 9.9 % Adage Capital Management, L.P. (6) 2,329,749 9.9 % Squadron Capital Management, LLC (7) 2,329,749 9.9 % Ameriprise Financial, Inc. (8) 1,930,128 8.4 % Named Executive Officers and Directors: Dr. Tiago Reis Marques (9) 105,003 * Daniel Schneiderman (10) 54,260 * Prof. Lawrence Steinman (11) 219,691 * Dr. Emer Leahy (12) 43,333 * Simon Dumesnil (13) 45,833 * Alfred Novak (14) 11,834 * Dr. Graeme Currie (15) - * All Current Directors and Executive Officers as a group (6 persons) (16) 479,954 1.9 % * Less than 1%. (1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. All entries exclude beneficial ownership of shares issuable pursuant to warrants, options or other derivative securities that have not vested or that are not otherwise exercisable as of the date hereof or which will not become vested or exercisable within 60 days. 79 (2) Percentages are rounded to the nearest tenth of a percent. Percentages are based on 24,939,948 shares of Common Stock outstanding as of March 24, 2026. Warrants, stock options or other derivative securities that are presently exercisable or exercisable within 60 days of March 24, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person. (3) Percentage ownership information is based on information disclosed in a statement on Schedule 13G filed with the SEC on December 5, 2025, on behalf of Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, L.P. and Vivo Opportunity Cayman, LLC. The business address for Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, L.P. and Vivo Opportunity Cayman, LLC is 192 Lytton Avenue, Palo Alto, California 94301. (4) Percentage ownership information is based on information disclosed in a statement on Schedule 13G filed with the SEC on December 8, 2025, on behalf of Janus Henderson Group plc. The business address for Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom. (5) Percentage ownership information is based on information disclosed in a statement on Schedule 13G filed with the SEC on February 27, 2026, on behalf of Coastlands Capital LP, Coastlands Capital Partners LP, Coastlands Capital GP LLC, Coastlands Capital LLC and Matthew D. Perry. The business address for Coastlands Capital LP, Coastlands Capital Partners LP, Coastlands Capital GP LLC, Coastlands Capital LLC and Matthew D. Perry is 601 California Street, Suite 1210, San Francisco, CA 94108. (6) Percentage ownership information is based on information disclosed in a statement on Schedule 13G filed with the SEC on February 12, 2026, on behalf of Adage Capital Management, L.P., Robert Atchinson and Phillip Gross. The business address for Adage Capital Management, L.P., Robert Atchinson and Phillip Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. (7) Percentage ownership information is based on information disclosed in a statement on Schedule 13G/A filed with the SEC on February 17, 2026, on behalf of Squadron Master Fund LP, Squadron Capital Management, LLC, Matthew Sesterhenn and William Blank. The business address for Squadron Master Fund LP, Squadron Capital Management, LLC, Matthew Sesterhenn and William Blank is c/o Squadron Capital Management, LLC, 999 Oakmont Plaza Drive, Suite 600, Westmont, Illinois 60559. (8) Percentage ownership information is based on information disclosed in a statement on Schedule 13G filed with the SEC on February 17, 2026, on behalf of Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC. The business address for Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474 and the business address for Columbia Management Investment Advisers, LLC is 290 Congress Street, Boston, MA 02210. (9) Includes (i) 73,334 shares of Common Stock and (ii) 31,669 shares of Common Stock issuable upon exercise of vested stock options. Excludes 498,341 unvested options. (10) Includes (i) 26,667 shares of Common Stock and (ii) 27,593 shares of Common Stock issuable upon exercise of vested stock options. Excludes 320,600 unvested stock options. (11) Includes (i) 199,691 shares of Common Stock, (ii) 10,000 shares of Common Stock issuable upon exercise of warrants and (iii) 10,000 shares of Common Stock issuable upon exercise of vested stock options. Excludes 245,413 unvested stock options. (12) Includes (i) 33,333 shares of Common Stock and (ii) 10,000 shares of Common Stock issuable upon exercise of vested stock options. Excludes 45,413 unvested stock options. (13) Includes (i) 35,833 shares of Common Stock and (ii) 10,000 shares of Common Stock issuable upon exercise of vested stock options. Excludes 45,413 unvested stock options. (14) Includes (i) 3,500 shares of Common Stock and (ii) 8,334 shares of Common Stock issuable upon exercise of vested stock options. Excludes 44,579 unvested stock options. (15) Dr. Currie resigned from his position as Chief Development Officer effective as of November 15, 2024. As of the date of his resignation, he held no shares of Common Stock and all vested stock options held by Dr. Currie have been cancelled as of March 24, 2026. (16) Excludes Dr. Graeme Currie. 80 Securities Authorized for Issuance Under Existing Equity Compensation Plans The following table summarizes certain information regarding our equity compensation plans as of December 31, 2025, including our 2021 Incentive Plan and our 2023 Incentive Plan. Upon the adoption by our stockholders of the original 2023 Incentive Plan on December 19, 2023, all unused shares of Common Stock reserved under our 2021 Incentive Plan, and shares from outstanding awards that are canceled or forfeited under the 2021 Incentive Plan, are available for issuance under the 2023 Incentive Plan: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options Weighted-Average Exercise Price of Outstanding Options (2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,685,843 $ 9.60 389,628 Equity compensation plans not approved by security holders - $ - - Total 1,685,843 $ 9.60 389,628 (1) Consists of stock options exercisable for 61,250 shares of Common Stock outstanding under the 2021 Incentive Plan and 1,624,593 shares of Common Stock outstanding under the 2023 Incentive Plan as of December 31, 2025. Excludes 389,628 shares available under the 2023 Incentive Plan as of December 31, 2025. Also excludes 11,985,779 additional shares that became available under the 2023 Incentive Plan after the Company’s stockholders approved the Second Plan Amendment in January 2026. For a description of the 2021 Incentive Plan and 2023 Incentive Plan, see Note 8 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2025. (2) The number of shares of Common Stock available for grant and issuance under the 2023 Incentive Plan is subject to an automatic annual increase on January 1 of each year beginning on January 1, 2024, by an amount equal to 3% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with Related Persons Except as set out below, as of January 1, 2024, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest: ● any director or executive officer of our company; ● any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of Common Stock; ● any promoters and control persons; and ● any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons. Pursuant to our Audit Committee charter, the Audit Committee is responsible for reviewing and approving, prior to our entry into any such transaction, all transactions in which we are a participant and in which any parties related to us have or will have a direct or indirect material interest. The following includes a summary of transactions since January 1, 2024 to which we have been a party in which the amount involved will be the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Item 11. Executive Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders. 81 Related Party Transactions Consulting Agreement with Prof. 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. 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. 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 11 to our consolidated financial statements). Director Independence Nasdaq rules require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of a company or its subsidiaries or any other individual having a relationship with such company which in the opinion of such company’s board of directors, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Simon Dumesnil, Dr. Emer Leahy and Alfred Novak are all “independent” as that term is defined under the Nasdaq rules. Our Board has determined that due to Dr. Tiago Reis Marques’ employment as an executive officer of the Company, he currently has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that he is not “independent” as that term is defined under the Nasdaq rules. Our Board has also determined that beginning as of June 21, 2022, due to the Company’s transaction with Alpha-5, Prof. Lawrence Steinman has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, such that he is not “independent” as that term is defined under the Nasdaq rules. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The Board of the Company has appointed CBIZ CPAs P.C. (“CBIZ”) as our independent registered public accounting firm for the fiscal year ended December 31, 2025. On November 1, 2024, CBIZ acquired the attest business of Marcum LLP, our prior independent registered public accounting firm. The following table sets forth the aggregate fees billed to the Company for professional services rendered by CBIZ for the year ended December 31, 2025, and Marcum LLP for the year ended December 31, 2024: Year Ended December 31, Services: 2025 2024 Audit Fees (1) $ 498,475 $ 271,048 Audit-Related Fees (2) - - Tax Fees (3) - - All Other Fees - - Total fees $ 498,475 $ 271,048 (1) Audit Fees represent the aggregate fees and expenses for professional services rendered for the audit of our consolidated financial statements included in our Annual Report on Form 10-K, our registration statements on Form S-1, Form S-3 and Form S-8, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q, other professional services related to our SEC filings and various accounting consultations. This category also includes fees for comfort letters and consents issued in connection with SEC filings. (2) Audit Related Fees represent the aggregate fees billed in each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above. (3) Tax Fees consist of fees related to tax compliance, tax planning and tax advice. 82 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. Prior to the engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. 1. Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards. 2. Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. 3. Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice. 4. Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. All services rendered by CBIZ and Marcum LLP in our fiscal years ended December 31, 2025, and 2024 were pre-approved by our Audit Committee. 83 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a) Financial Statements Our consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference. b) Financial Statement Schedules No financial statement schedules have been filed as part of this Annual Report on Form 10-K because they are not applicable or are not required or because the information is otherwise included herein. c) Exhibits required by Regulation S-K Exhibit Number Description of Exhibit 2.1 Membership Interest Purchase Agreement entered into June 21, 2022, by and among Pasithea Therapeutics Corp., Alpha-5 integrin, LLC, and certain Sellers (as defined in the agreement) (incorporated by reference to exhibit 2.01 of the Company’s Form 10-Q, filed with the Commission on August 15, 2022). 2.2 Membership Interest Purchase Agreement dated October 11, 2022 by and among Pasithea Therapeutics Corp., AlloMek Therapeutics, LLC, the Persons listed on Schedule 1.1 thereto, and Uday Khire, not individually but in his capacity as the representative of the Persons listed on Schedule 1.1 thereto (incorporated by reference to exhibit 2.1 of the Company’s Form 8-K, filed with the Commission on October 12, 2022). 3.1 Second Amended & Restated Certificate of Incorporation of Pasithea Therapeutics Corp. (incorporated by reference to exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., dated December 29, 2023 (incorporated by reference to exhibit 3.4 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). 3.3 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Pasithea Therapeutics Corp., as amended, dated January 28, 2026 (incorporated by reference to exhibit 3.1 of the Company’s Form 8-K, filed with the Commission on January 28, 2026). 3.4 Second Amended & Restated Bylaws of Pasithea Therapeutics Corp. (incorporated by reference to exhibit 3.2 of the Company’s Form 8-K, filed with the Commission on January 2, 2024). 4.1 Specimen Common Stock Certificate evidencing the shares of Common Stock (incorporated by reference to exhibit 4.1 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). 4.2 Form of Warrant Agent Agreement, including Form of Warrant Certificate (incorporated by reference to exhibit 4.2 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). 4.3 Form of Representative Warrant (incorporated by reference to exhibit 4.3 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). 4.4 Form of Warrants issued in private placement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on November 29, 2021). 4.5 Form of Warrants issued in acquisition of AlloMek Therapeutics, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023). 4.6 Form of Warrant issued in acquisition of Alpha-5 integrin, LLC (incorporated by reference to Exhibit 4.4 of the Company’s Form S-3 (File No. 333-271896) filed with the Commission on May 12, 2023). 4.7 Form of Pre-Funded Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). 4.8 Form of Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). 4.9 Form of Placement Agent Common Stock Purchase Warrant issued in private placement (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on September 30, 2024). 4.10 Form of Pre-Funded Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-1 (File No. 333-286889) filed on May 1, 2025). 4.11 Form of Series C/D Common Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K, filed with the Commission on May 7, 2025). 4.12 Form of Placement Agent Warrant issued in May 2025 public offering (incorporated by reference to Exhibit 4.3 of the Company’s Form 8-K, filed with the Commission on May 7, 2025). 4.13 Form of Pre-Funded Warrant issued in December 2025 public offering (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-1 (File No. 333-291611), filed on November 18, 2025). 84 4.14 Form of Placement Agent Warrant issued in December 2025 offering (incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). 4.15* Description of Securities 10.1+ 2021 Incentive Plan (incorporated by reference to exhibit 10.7 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). 10.2 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to exhibit 10.8 of the Company’s Form S-1 (File No. 333-255205), filed with the Commission on April 13, 2021, as amended). 10.3 Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K, filed with the Commission on November 29, 2021). 10.4 Form of Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Company’s Form 8-K, filed with the Commission on November 29, 2021). 10.5+ Executive Employment Agreement, dated as of January 1, 2022, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.15 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022). 10.6+ Stock Option Agreement, dated December 20, 2021, between Pasithea Therapeutics Corp. and Dr. Tiago Reis Marques (incorporated by reference to exhibit 10.16 of the Company’s Form 10-K/A, filed with the Commission on May 12, 2022). 10.7+ Employment Agreement with Daniel Schneiderman (incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q, filed with the Commission on November 14, 2022). 10.8 Settlement and Cooperation Agreement dated December 9, 2022, by and between Pasithea Therapeutics Corp. and Camac Fund, LP and its affiliates (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K, filed with the Commission on December 14, 2022). 10.9+ Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed with the Commission on December 19, 2023). 10.10+ Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on September 3, 2025). 10.11+ Second Amendment to Pasithea Therapeutics Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on January 28, 2026). 10.12+ Consulting Agreement between Pasithea Therapeutics Corp. and Dr. Lawrence Steinman, dated November 13, 2023 (incorporated by reference to Exhibit 10.20 of the Company’s Form 10-K filed with the Commission on March 29, 2024). 10.13+ Amendment, effective as of October 1, 2025, to Consulting Agreement between Pasithea Therapeutics Corp. and Dr. Lawrence Steinman, dated November 13, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed with the Commission on November 13, 2025). 10.14 Securities Purchase Agreement, dated September 26, 2024, by and between Pasithea Therapeutics Corp. and purchaser parties thereto (incorporated by reference to exhibit 10.1 of the Company’s Form 8-K filed with the Commission on September 30, 2024). 10.15 Registration Rights Agreement, dated September 26, 2024, by and between Pasithea Therapeutics Corp. and purchaser parties thereto (incorporated by reference to exhibit 10.2 of the Company’s Form 8-K filed with the Commission on September 30, 2024). 10.16 Form of May 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Commission on May 7, 2025). 10.17 Form of December 2025 Securities Purchase Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-291611), filed on November 26, 2025). 16.1 Letter from Marcum dated April 23, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K, filed with the Commission on April 25, 2025). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Form 10-K, filed with the Commission on March 24, 2025). 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, filed with the Commission on March 24, 2025). 23.1* Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.). 23.2* Consent of Independent Registered Public Accounting Firm (Marcum LLP). 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K, filed with the Commission on March 29, 2024). 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. + Indicates a management contract or any compensatory plan, contract or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 85 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PASITHEA THERAPEUTICS CORP. By: /s/ Dr. Tiago Reis Marques Dr. Tiago Reis Marques Chief Executive Officer and Director (Principal Executive Officer) Date: March 30, 2026 By: /s/ Daniel Schneiderman Daniel Schneiderman Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 30, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Dr. Tiago Reis Marques Chief Executive Officer and Director March 30, 2026 Dr. Tiago Reis Marques (Principal executive officer) /s/ Daniel Schneiderman Chief Financial Officer March 30, 2026 Daniel Schneiderman (Principal financial and accounting officer) /s/ Prof. Lawrence Steinman Director March 30, 2026 Prof. Lawrence Steinman /s/ Simon Dumesnil Director March 30, 2026 Simon Dumesnil /s/ Dr. Emer Leahy Director March 30, 2026 Dr. Emer Leahy /s/ Alfred Novak Director March 30, 2026 Alfred Novak 86 PASITHEA THERAPEUTICS CORP. CONSOLIDATED FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – CBIZ CPAs P.C. (PCAOB Number 199) F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – Marcum LLP (PCAOB Number 688) F-3 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Pasithea Therapeutics Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Pasithea Therapeutics Corp. (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows the year ended December 31, 2025, (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2021 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024). Hartford, Connecticut March 30, 2026 PCAOB Firm ID # 199 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Pasithea Therapeutics Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Pasithea Therapeutics Corp. (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum LLP We have served as the Company’s auditor from 2021 through 2025. Marcum LLP New Haven, CT March 24, 2025 F- 3 PASITHEA THERAPEUTICS CORP. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 55,158,939 $ 6,922,729 Restricted cash 100,866 - Prepaid expenses 811,456 302,641 Other current assets 387,823 142,945 Total current assets 56,459,084 7,368,315 Property and equipment, net - 122,343 Intangibles, net 3,780,986 7,311,150 Goodwill - 1,262,911 Total assets $ 60,240,070 $ 16,064,719 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,131,104 $ 1,119,871 Warrant liabilities – Placement Agent Warrants 3,842,857 - Total current liabilities 4,973,961 1,119,871 Non-current liabilities Warrant liabilities 46,871 162,172 Total non-current liabilities 46,871 162,172 Total liabilities 5,020,832 1,282,043 Stockholders’ equity: Preferred stock, par value $ 0.0001 per share, 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 - - Common stock, par value $ 0.0001 per share, 100,000,000 shares authorized; 23,091,062 shares and 1,394,263 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 2,309 139 Additional paid-in capital 125,208,624 64,372,486 Accumulated other comprehensive income (loss) 18,766 ( 7,171 ) Accumulated deficit ( 70,010,461 ) ( 49,582,778 ) Total stockholders’ equity 55,219,238 14,782,676 Total liabilities and stockholders’ equity $ 60,240,070 $ 16,064,719 The accompanying notes are an integral part of these consolidated financial statements. F- 4 PASITHEA THERAPEUTICS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Twelve Months Ended December 31, 2025 2024 Operating expenses: General and administrative $ 12,876,175 $ 7,051,468 Research and development 7,981,120 7,198,494 Loss from operations ( 20,857,295 ) ( 14,249,962 ) Other income (expense): Change in fair value of warrant liabilities 115,301 ( 77,806 ) Realized foreign currency translation loss from dissolution of subsidiaries ( 7,171 ) - Foreign currency gain 30,376 - Other income 380,532 - Change in fair value of derivative warrant liability ( 416,619 ) - Interest and dividends, net 327,193 423,184 Other income, net 429,612 345,378 Loss before income taxes ( 20,427,683 ) ( 13,904,584 ) Provision for income taxes - - Net loss $ ( 20,427,683 ) $ ( 13,904,584 ) Weighted-average common shares outstanding, basic and diluted 7,031,050 1,096,082 Basic and diluted loss per share $ ( 2.91 ) $ ( 12.69 ) Comprehensive loss: Net loss $ ( 20,427,683 ) $ ( 13,904,584 ) Foreign currency translation 18,766 ( 2,519 ) Comprehensive loss $ ( 20,408,917 ) $ ( 13,907,103 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 PASITHEA THERAPEUTICS CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY POST-SPLIT Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholders’ Shares Amount Capital Loss Deficit Equity Balance at January 1, 2024 1,041,582 $ 104 $ 58,721,538 $ ( 4,652 ) $ ( 35,318,538 ) $ 23,398,452 Stock-based compensation: -restricted stock units 4,168 - 117,460 - - 117,460 -stock options - - 648,367 - - 648,367 -warrants - - 7,866 - - 7,866 Proceeds from September 2024 offering of pre-funded and common warrants, net - - 4,517,285 - - 4,517,285 Issuance of common stock from the exercise of pre-funded warrants, net 348,513 35 314 - - 349 Deemed dividend - warrant modification - - 359,656 - ( 359,656 ) - Foreign currency translation - - - ( 2,519 ) - ( 2,519 ) Net loss - - - - ( 13,904,584 ) ( 13,904,584 ) Balance at December 31, 2024 1,394,263 $ 139 $ 64,372,486 $ ( 7,171 ) $ ( 49,582,778 ) $ 14,782,676 Stock-based compensation: -stock options - - 295,894 - - 295,894 -warrants - - 1,573 - - 1,573 Issuance of common stock under ATM agreement, net 801,278 80 2,078,268 - - 2,078,348 Issuance of common stock from the exercise of pre-funded warrants, net 871,000 87 784 - - 871 Realized foreign currency translation loss from dissolution of subsidiaries - - - 7,171 - 7,171 Proceeds from May 2025 public offering of common stock, pre-funded warrants and warrants, net 3,571,428 357 4,214,149 - - 4,214,506 Proceeds from December 2025 public offering of common stock and pre-funded warrants, net 14,846,665 1,485 51,996,631 - - 51,998,116 Issuance of common stock from the exercise of warrants, net 1,606,428 161 2,248,839 - - 2,249,000 Foreign currency translation - - - 18,766 - 18,766 Net loss - - - - ( 20,427,683 ) ( 20,427,683 ) Balance at December 31, 2025 23,091,062 $ 2,309 $ 125,208,624 $ 18,766 $ ( 70,010,461 ) $ 55,219,238 The accompanying notes are an integral part of these consolidated financial statements. F- 6 PASITHEA THERAPEUTICS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Twelve Months Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 20,427,683 ) $ ( 13,904,584 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 32,421 18,865 Amortization expense 630,164 630,164 Stock-based compensation 297,467 773,693 Change in fair value of warrant liabilities ( 115,301 ) 77,806 Impairment expense 4,162,911 - Realized foreign currency translation loss from dissolution of subsidiaries 7,171 - Change in fair value of derivative warrant liability 416,619 - Loss on asset disposal 103,322 - Changes in operating assets and liabilities: Prepaid expenses ( 60,536 ) ( 86,746 ) Other current assets ( 269,278 ) 2,262 Accounts payable and accrued liabilities 11,233 ( 1,432,489 ) Lease liabilities - ( 2,409 ) Net cash used in operating activities ( 15,211,490 ) ( 13,923,438 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of equipment 11,000 - Net cash provided by investing activities 11,000 - CASH FLOWS FROM FINANCING ACTIVITIES: Payments on financed director and officer insurance ( 448,279 ) - Proceeds from issuance of common stock under ATM agreement, net of fees and offering costs 2,078,348 - Proceeds from issuance of common stock from the exercise of pre-funded warrants, net 871 349 Proceeds from May 2025 public offering of common stock, net 4,214,506 - Proceeds from December 2025 public offering of common stock, net 55,424,354 - Issuance of common stock from the exercise of warrants, net 2,249,000 - Proceeds from September 2024 offering of pre-funded and common warrants, net - 4,517,285 Net cash provided by financing activities 63,518,800 4,517,634 Effect of foreign currency translation on cash 18,766 ( 2,519 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ 48,337,076 $ ( 9,408,323 ) Cash, cash equivalents, and restricted cash - Beginning of period 6,922,729 16,331,052 Cash, cash equivalents, and restricted cash - End of period $ 55,259,805 $ 6,922,729 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents 55,158,939 6,922,729 Restricted cash 100,866 - Total cash, cash equivalents and restricted cash $ 55,259,805 $ 6,922,729 Supplemental disclosure of cash flow information: Cash paid for interest $ 13,212 $ - Cash paid for taxes $ - $ - Supplemental disclosures of non-cash activity: Dividend - warrant modification $ - $ ( 359,656 ) The accompanying notes are an integral part of these consolidated financial statements. F- 7 PASITHEA THERAPEUTICS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS 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 focused on the discovery, research and development of innovative treatments for RASopathies, MAPK pathway-driven tumors, and other diseases, including central nervous system (CNS) disorders. The Company’s primary operations (the “Therapeutics” segment) are focused on developing the Company’s lead product candidate, PAS-004, a next-generation macrocyclic mitogen-activated protein kinase, or MEK inhibitor that the Company believes may address the limitations and liabilities associated with existing drugs targeting a similar mechanism of action. 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 Advanced Cancer Study”). The Company is currently conducting the FIH Phase 1 Advanced Cancer Study at four clinical sites in the United States and three additional sites in Eastern Europe. The Company has completed the initial eight cohorts through 45 mg capsule and has not reached the maximum tolerated dose. The Company plans to file a protocol amendment to continue dose escalation in the FIH Phase 1 Advanced Cancer Study using its tablet formulation of PAS-004 in an effort to continue exploring the safety, PK, and early signals of efficacy at higher dose levels of PAS-004. Simultaneously, a pilot food effect assessment is planned in a subset of patients who agree to participate in this optional component of the study. As such, the Company expects to complete the trial in 2028. 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 the United States, Australia, and South Korea. 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 one program, PAS-001, in the discovery stage, which the Company believes addresses limitations in the treatment paradigm for schizophrenia. During the year ended December 31, 2023, the Company through its subsidiaries discontinued providing business support services to anti-depression clinics (the “Clinics” segment) in the U.K. and in the United States, previously conducted through partnerships with healthcare providers. During the year ended December 31, 2023, the at home services in New York, NY as well as in the U.K were discontinued and the Company sold and disposed of the assets associated with the Clinics operations in Los Angeles, CA. The lease associated with the related property in Los Angeles was assumed by the buyer in the transaction. 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. Pasithea Therapeutics Limited (U.K.), legally dissolved as of January 2, 2024, was a private limited company, registered in the United Kingdom (U.K.). Pasithea Therapeutics Portugal, Sociedade Unipessoal Lda is a private limited company registered in Portugal. 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 Clinics Inc. have been discontinued. F- 8 Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. 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. The Company has elected not to opt out of such extended transition period. Liquidity and Capital Resources As of December 31, 2025, the Company had approximately $ 55.2 million in operating bank accounts and money market funds, and working capital of approximately $ 51.5 million. The Company’s major sources of cash have been comprised of proceeds from various private and public offerings, the Initial Public Offering, ATM sales 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. The accompanying 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 December 31, 2025, the Company had cash and cash equivalents of approximately $ 55.2 million and an accumulated deficit of approximately $ 70.0 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. Management considered whether or not there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern, and concluded that there are none as it estimates that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of these consolidated financial statements. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS 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 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. (“Pasithea Clinics”) and Pasithea MacroMEK Pty Ltd. All significant intercompany transactions and balances have been eliminated in consolidation. These consolidated financial statements are presented in U.S. Dollars. F- 9 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues 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; the recoverability of long-lived assets; the fair values and useful lives of intangible assets acquired in business combinations; the potential impairment of goodwill; and prepaid expenses and accrued expenses related to our CROs. 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 consolidated financial statements. As appropriate, the Company obtains reports from third-party valuation experts to inform and support estimates related to fair value measurements. Research and Development Research and development costs are charged to operations when incurred and are included in operating expense, except for goodwill related to intellectual property and patents. Research and development costs consist principally of compensation of employees and consultants that perform the Company’s research and development activities, payments to third parties for pre-clinical, non-clinical 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 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 years ended December 31, 2025 and 2024, the Company recorded grant income of $ 43,000 and $0 , respectively, as a contra expense within research and development. General and Administrative Our general and administrative expenses primarily consist of personnel and related costs, including stock-based compensation, legal fees relating to both intellectual property and corporate matters, accounting and audit related costs, insurance, corporate communications and public company expenses, information technology, office and facility rents and related expenses, including depreciation, amortization and maintenance, and fees for consulting, business development and other professional services. 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. The plan is available to employees who meet the minimum age and length of service requirements. The contributions made during the twelve months ended December 31, 2025, and 2024 were approximately $ 91,000 and $ 44,000 , respectively. Grants 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 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. F- 10 Cash and Cash Equivalents The Company considers all money market funds with an original maturity of three months or less when purchased to be cash equivalents, classified as trading securities. The Company had cash equivalents of $ 53.4 million and $ 6.1 million as of December 31, 2025, and 2024, respectively. Property and Equipment and Depreciation Property and equipment is recorded at cost. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the related assets which range from three to ten years . Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Maintenance and repairs are expensed as incurred. When properties are retired or otherwise disposed of, related costs and related accumulated depreciation are removed from the accounts. Leasehold improvements are amortized over the shorter of the estimated useful life of those leasehold improvements and the remaining lease term. Gains or losses on the disposal of property and equipment are determined by comparing the net proceeds from the sale, if any, with the carrying amount of the assets at the time of disposal. These gains or losses are recognized in the consolidated statements of operations and comprehensive loss within other income (expense). Common Stock Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Issued warrants that do not meet all the criteria for equity classification are classified as liabilities. Liability-classified warrants are recorded at their fair value, and the Company adjusts such warrants to fair value at each reporting period. Until the warrants are exercised, expire or are reclassified as an equity instrument, any change in fair value is recognized in the Company’s consolidated statements of operations. 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, 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. Derivative Financial Instruments The Company accounts for their derivative financial instruments in accordance with ASC 815, therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. Income Taxes 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 December 31, 2025, and 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 consolidated balance sheets as of December 31, 2025, and 2024. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025, and 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. The Company is subject to income tax examinations by major taxing authorities since inception. F- 11 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 December 31, 2025, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Black-Scholes pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each reporting date, with any increase or decrease in the fair value being recorded in the statement of operations. Fair Value of Financial Instruments With the exception of liabilities related to the IPO Warrants and derivative warrant liability, described in the table below, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts presented in the accompanying balance sheet, primarily due to their short-term nature. 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. U.S. 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: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● 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 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: Fair value measurements at reporting date using: Fair value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents, December 31, 2025 $ 53,436,440 $ 53,436,440 $ - $ - Cash equivalents, December 31, 2024 $ 6,093,044 $ 6,093,044 $ - $ - Liabilities: Public warrant liabilities, December 31, 2025 $ 44,000 $ 44,000 $ - $ - Representative warrant liabilities, December 31, 2025 $ 2,871 $ - $ - $ 2,871 Warrant derivative liability, December 3, 2025 $ 3,842,857 $ - $ - $ 3,842,857 Liabilities: Public warrant liabilities, December 31, 2024 $ 152,240 $ 152,240 $ - $ - Representative warrant liabilities, December 31, 2024 $ 9,932 $ - $ - $ 9,932 The following table presents a reconciliation of the Level 3 Representative Warrant liabilities: Twelve Months Ended December 31, 2025 2024 Representative warrant liabilities, January 1 $ 9,932 $ 5,166 Issuances - - Exercises - - Change in fair value ( 7,061 ) 4,766 Representative warrant liabilities, December 31 $ 2,871 $ 9,932 F- 12 The change in fair value of the Representative Warrants liabilities is recorded in change in fair value of warrant liabilities on the consolidated statements of operations and comprehensive loss. The following table presents a reconciliation of the Level 3 Derivative Warrant liabilities: Twelve Months Ended December 31, 2025 2024 Derivative warrant liabilities, January 1 $ - $ - Issuances 3,426,239 - Exercises - - Change in fair value 416,619 - Derivative warrant liabilities, December 31 $ 3,842,857 $ - The change in fair value of the derivative warrant liabilities is recorded in change in fair value of derivative warrant liabilities on the consolidated statements of operations and comprehensive loss. The fair value of the cash equivalents is based on the fair value of marketable securities invested in U.S. government money market funds. The fair value of the liability associated with the Public Warrants as of December 31, 2025, and 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 December 31, 2025, and 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 fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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: Year Ended December 31, 2025 2024 Stock options 1,685,843 182,034 Warrants 9,080,120 3,293,692 Restricted stock units - - Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the U.S. dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized. Translation of Foreign Operations The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows: ● assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; ● equity is translated at historical exchange rates; and ● income and expenses are translated at average exchange rates for the period. F- 13 Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the 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 consolidated statements of operations and comprehensive loss. During the twelve months ended December 31, 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 $ 19,000 . During the twelve months ended December 31, 2024, the Company had one operating subsidiary with a functional currency other than the U.S. dollar, which experienced a foreign currency translation loss of approximately $ 0 . 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 twelve months ended December 31, 2025. The relevant translation rates are as follows: As of December 31, 2025 2024 Closing rate, British Pound (GBP) to $USD at period end N/A 1.2529 Average rate, GBP to $USD for the period ended N/A 1.2783 Closing rate, Euro (EUR) to $USD at period end N/A 1.0355 Average rate, EUR to $USD for the period ended N/A 1.0818 Closing rate, Australian Dollar (AUD) to $USD at period end 0.6669 N/A Average rate, AUD to $USD for the period of subsidiary inception to period end 0.6450 N/A N/A - Not applicable due to the Company having no operating subsidiaries with functional currencies other than that of the parent company U.S. Dollar . Comprehensive Loss ASC 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. As of December 31, 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 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. 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. Impairment of Long-Lived Assets, Intangibles and Goodwill Long-lived and amortizable intangible assets are assessed annually for impairment or sooner should impairment indicators exist. Significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. An impairment loss is recognized when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. Goodwill is assessed for impairment annually during the fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. The Company may elect to assess goodwill for impairment using a qualitative or a quantitative approach, to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. F- 14 Leases The Company’s previous leases were related to office space. The Company determines whether a contract is or contains a lease at the time of the contract’s inception based on the presence of identified assets and the Company’s right to obtain substantially all the economic benefit from or to direct the use of such assets. When the Company determines a lease exists, it records a right-of-use (“ROU”) asset and corresponding lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the lease commencement date at the present value of the remaining future lease payments the Company is obligated for under the terms of the lease. Lease liabilities are recognized concurrently with the recognition of the ROU asset and represent the present value of lease payments to be made under the lease. These ROU assets and liabilities are adjusted for any prepayments, lease incentives received, and initial direct costs incurred. As the discount rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its incremental 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. Stock-Based Compensation The Company accounts for its stock-based compensation awards to employees and members of its Board of Directors (the “Board”) in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and Board members, including grants of employee stock options, to be recognized in the statements of operations by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line method over the requisite service period, generally the vesting period. The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. 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”) or decision-making group in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating and reporting segment, which is the business of research and development of innovative treatments for RASopathies, MAPK pathway-driven tumors and other diseases, including central nervous system (CNS) disorders. See Note 13 Segment Information for further information. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses . The standard requires public business entities to disaggregate specific expense captions on the income statement into required natural expense categories within the footnotes to the financial statements. This guidance is effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of the adoption of this standard on our financial statement disclosures. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public business entities on an annual basis to disclose specific categories in the income-tax rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and disclose certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendment has been applied on a prospective basis. F- 15 NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: As of December 31, 2025 2024 Leasehold improvements $ - $ 3,193 Medical equipment - 155,363 Office equipment - 6,140 Property and equipment, gross - 164,696 Less: accumulated depreciation - ( 42,353 ) Property and equipment, net $ - $ 122,343 Depreciation expense was approximately $ 32 ,000 and $ 19 ,000 for the twelve months ended December 31, 2025, and 2024, respectively. During the twelve months ended December 31, 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 consolidated statements of operations and comprehensive loss. Additionally, during the twelve months ended December 31, 2025, the Company sold medical and office equipment for approximately $ 11,000 . 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 and is recorded other income (expense) on the consolidated statements of operations and comprehensive loss. NOTE 4 – LEASES Laboratory Lease – South San Francisco, California 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 commenced on August 15, 2022. The term of this sublease is for a period of thirty-nine and one-fourth ( 39.25 ) months commencing on the effective date, until May 15, 2024. The lease had a gross monthly rent of $ 15,700 per month to December 31, 2022. Starting January 1, 2023, the monthly rent increased by 3 % annually, to $ 16,171 per month in 2023, and $ 16,656 in 2024. This lease was accounted for as an operating lease under ASC 842, Leases, which resulted in the recognition of a right of use asset (“ROU asset”) and liability of approximately $ 332,000 at inception. The ROU asset is separately presented as a non-current asset, and the liability is recorded as a component of current and non-current liabilities on the Company’s Consolidated Balance Sheets. The Company discounted the future lease payments of this lease using the prevailing collateralized lending rate which would be extended to the Company based on its credit profile relative to the period of inception, and the duration of the lease from inception. The interest rate used in calculating the fair value listed above was 7.8 %. As of and for the years ended December 31, 2025, and 2024, the Company had the following balances and activity related to ROU assets and lease liabilities: As of December 31, 2025 2024 Non-current leases - right of use assets $ - $ - Current liabilities - operating lease liabilities $ - $ - Non-current liabilities - operating lease liabilities $ - $ - Twelve Months Ended December 31, 2025 2024 Operating lease expense $ - $ 156,041 Cash paid for amounts included in the measurement of operating lease liabilities $ - $ - There are no additional lease payments as of December 31, 2025. F- 16 NOTE 5 – INTANGIBLE ASSETS AND GOODWILL Intangible assets, net consists of the following (in thousands): December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Impairment Net Gross Carrying Amount Accumulated Amortization Net In-process research and development $ 2,900,000 $ - $ ( 2,900,000 ) $ - $ 2,900,000 $ - $ 2,900,000 Patents and intellectual property 5,671,478 ( 1,890,492 ) - 3,780,986 5,671,478 ( 1,260,328 ) 4,411,150 Intangible assets, net $ 8,571,478 $ ( 1,890,492 ) $ ( 2,900,000 ) $ 3,780,986 $ 8,571,478 $ ( 1,260,328 ) $ 7,311,150 As of December 31, 2025, future expected amortization expense of Intangible assets was as follows: 2026 $ 630,164 2027 630,164 2028 630,164 2029 630,164 2030 630,164 Thereafter 630,166 Remaining future amortization expense $ 3,780,986 During the year ended December 31, 2025, the Company performed its annual impairment test and determined that a triggering event occurred due to the Company strategically determining to abandon its PAS-003 program which represented a significant adverse change in the expected use and future cash flows of the associated assets. Therefore, the Company impaired the entirety of its intangible assets and goodwill related to the PAS-003 program in the amounts of approximately $ 2.9 million and $ 1.3 million, respectively, during the year ended December 31, 2025. These expenses were recorded in general and administrative expenses on the consolidated statements of operations and comprehensive loss. There were no changes to goodwill for the year ended December 31, 2024. NOTE 6 – STOCKHOLDERS’ EQUITY As of December 31, 2025, the Company was authorized to issue an aggregate of 105,000,000 shares. The authorized capital stock, as of such date, was divided into: (i) 100,000,000 shares of Common Stock having a par value of $ 0.0001 per share and (ii) 5,000,000 shares of preferred stock having a par value of $ 0.0001 per share. Common Stock The Company had 23,091,062 and 1,394,263 shares of its Common Stock issued and outstanding at December 31, 2025, and 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 Second Amended and Restated Bylaws (the “Bylaws”) do not provide for cumulative voting rights. In addition, the holders of our Common Stock will be entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds; however, the current policy of our Board is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our Common Stock will be entitled to share ratably in all assets that are legally available for distribution. Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future. Effective January 2, 2024, the Company amended 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. F- 17 2021 Stock Incentive Plan The Company’s Board and stockholders adopted and approved the 2021 Stock Incentive Plan (the “2021 Plan”) which took effect on July 15, 2021. The 2021 Plan allows for the issuance of securities, including stock options, restricted stock, and restricted stock units (“RSUs”) to employees, Board members and consultants. On December 19, 2023, the remaining shares available under the 2021 Plan were added to the Company’s 2023 Stock Incentive Plan (the “2023 Incentive Plan”, or “2023 Plan”). There will be no new issuances under the 2021 Plan. As of December 31, 2025, there were a total of 61,250 stock options outstanding under the 2021 Plan, which are all fully vested. 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 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. On September 3, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved an amendment (the “First Plan Amendment”) to our 2023 Plan increasing the number of shares of Common Stock authorized for issuance under the 2023 Plan by 1,750,000 shares to 2,014,221 shares. The First Plan Amendment became effective following its approval by our stockholders. As of December 31, 2025, 2,014,221 total shares were available under the 2023 Plan, of which 1,624,593 shares were issued and outstanding and 389,628 shares were available for potential issuances. On January 28, 2026, at a Special Meeting of Stockholders, our stockholders approved an additional amendment (the “Second Plan Amendment”) to our 2023 Plan, as amended by the First Plan Amendment, increasing the number of shares of Common Stock authorized for issuance under the 2023 Plan, as amended by the First Plan Amendment, by 11,985,779 shares to 14,000,000 shares. The Second Plan Amendment became effective following its approval by our stockholders. See Note 14 Subsequent Events. September 2024 Private Offering 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 shares of Common Stock or pre-funded warrants in lieu thereof (“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 (“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 (“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 September 2024 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 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 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 September 2024 PIPE Warrant calculated pursuant to a formula set forth in the September 2024 PIPE 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. F- 18 In connection with the September 2024 Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), 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 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 SEC). The Registration Statement was declared effective by the SEC on October 11, 2024. The net proceeds to the Company from the September 2024 Offering were approximately $ 4.5 million, after deducting placement agent fees and offering expenses payable by the Company. In addition, the Company issued to the placement agent or its designees warrants (the “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 Company intends to use the net proceeds received from the September 2024 Offering for working capital and general corporate purposes. The September 2024 PIPE Warrants 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 U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. During the year ended December 31, 2024, 348,513 September 2024 Pre-Funded Warrants were exercised. As of December 31, 2024, 871,000 September 2024 Pre-Funded Warrants are paid and issued but unexercised. During the year ended December 31, 2025, 871,000 September 2024 Pre-Funded Warrants were exercised, and no September 2024 Pre-Funded Warrants were outstanding as of December 31, 2025. In addition, the September 2024 PIPE Warrants have not been exercised as of December 31, 2025. At The Market Agreement with H.C. Wainwright On November 26, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company was able to issue and sell, from time to time, through Wainwright, shares of its Common Stock, and pursuant to which Wainwright was able to sell its Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company was obligated to pay Wainwright a commission of 3.0 % of the aggregate gross proceeds from each sale of Common Stock. As of December 31, 2024, the Company was authorized to offer and sell up to $ 2,076,000 of its Common Stock pursuant to the ATM Agreement. 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 twelve months ended December 31, 2025, the Company sold an aggregate of 801,278 shares of Common Stock under the ATM Agreement at a weighted average price of $ 2.68 per share for net proceeds of $ 2,078,348 . During the twelve months ended December 31, 2024, the Company did not utilize the ATM Agreement. On January 26, 2026, the Company filed a Post-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-3 (File No. 333-271010) (the “Registration Statement”), to deregister any and all securities of the Company registered but unsold or otherwise unissued under the Registration Statement as of the date thereof. As a result of such Amendment, the Company is not able to sell any additional shares of its Common Stock under the ATM Agreement. See Note 14 Subsequent Events. 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. Each 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”). F- 19 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, became exercisable upon issuance and will expire five years thereafter. The Series D Common Warrants have an exercise price of $ 1.40 per share, became 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. 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, became 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 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 U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. December 2025 Public Offering On November 28, 2025, the Company agreed to sell to investors an aggregate of (i) 14,846,665 shares (the “December 2025 Shares”) of Common Stock and (ii) 65,153,335 pre-funded warrants (the “December 2025 Pre-Funded Warrants”) to purchase up to an aggregate of 65,153,335 shares of Common Stock (the “December 2025 Pre-Funded Warrant Shares”) in a best efforts public offering (the “December 2025 Offering”). The public offering price for each December 2025 Share was $ 0.75 , and the public offering price for each December 2025 Pre-Funded Warrant was $ 0.749 . The December 2025 Pre-Funded Warrants have an exercise price of $ 0.001 per share, became exercisable immediately and will expire when exercised in full. The net proceeds of the December 2025 Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $ 54.9 million. The December 2025 Offering closed on December 1, 2025. A holder will not have the right to exercise any portion of the December 2025 Pre-Funded 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 December 2025 Pre-Funded 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 December 2025 Pre-Funded Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. In addition, the Company issued to the placement agent or its designees warrants (the “December 2025 Placement Agent Warrants”) to purchase up to an aggregate of 4,000,000 shares of Common Stock at an exercise price equal to $ 0.9375 per share. The December 2025 Placement Agent Warrants expire on November 28, 2030, and become exercisable upon a shareholder approval to increase the authorized and unissued shares of Common Stock of the Company to satisfy the exercise of the December 2025 Placement Agent Warrants. As such, the December 2025 Placement Agent Warrants were not exercisable upon consummation of the offering. The Company concluded that the December 2025 Placement Agent Warrants do not meet the criteria for equity classification under the guidance of ASC 815 as the Company did not have sufficient authorized and unissued shares to satisfy the December 2025 Placement Agent Warrants as of the closing date of the December 2025 Offering or December 31, 2025. The Company recorded the December 2025 Placement Agent Warrants as liabilities at their fair value. This liability is subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statement of operations and comprehensive income. The Company incurred $ 3,426,238 of placement agent warrant issuance costs in connection with the December 2025 Offering. During the twelve months ended December 31, 2025, the Company recorded a loss on derivative warrant liability related to the December 2025 Placement Agent Warrants of $ 416,619 and the fair value of the December 2025 Placement Agent Warrants as of December 31, 2025, was $ 3,842,857 . F- 20 Restricted Stock Units During the twelve months ended December 31, 2025, and 2024, the Company issued a total of 0 and 4,168 shares of Common Stock, respectively, pursuant to the vesting of RSUs. The Company recognized approximately $ 0 and $ 117,000 of stock-based compensation expense for the twelve months ended December 31, 2025, and 2024, respectively, in relation to the vesting of historically granted RSUs. During the twelve months ended December 31, 2025, and 2024, the Company did not grant any RSUs or restricted stock awards. As of December 31, 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 twelve months ended December 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 $ 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 twelve months ended December 31, 2024, the Company experienced forfeitures of 21,399 stock options and stock options to purchase an aggregate of 63,331 shares of Common Stock, subject to time-based milestone vesting conditions, vested. During the twelve months ended December 31, 2025, the Company issued stock options under the 2023 Plan to employees and Board members to purchase an aggregate of 1,534,525 shares of Common Stock with a strike price equal to $ 0.715 per share and a term of ten years. The stock options granted 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 $ 862,000 , as calculated using the Black-Scholes pricing model with the following assumptions: volatility of 105.36 %, discount rate of 3.61 %, expected term of 5 .0 years, and an exercise price of $ 0.715 . Additionally, during the twelve months ended December 31, 2025, the Company experienced forfeitures of 30,716 stock options, and stock options to purchase an aggregate of 40,079 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 $ 296,000 and $ 648,000 for the twelve months ended December 31, 2025, and 2024, respectively. For the twelve months ended December 31, 2025, the Company recognized approximately $ 287,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 9,000 within research and development expense on the consolidated statements of operations and comprehensive loss. For the twelve months ended December 31, 2024, the Company recognized approximately $ 490,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 158,000 within research and development expense on the consolidated statements of operations and comprehensive loss. F- 21 Stock option activity for the years ended December 31, 2025, and 2024 was as follows: Number of Options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding, January 1, 2024 99,000 $ 32.38 8.55 Granted 104,433 $ 8.13 9.16 Expired/Cancelled ( 21,399 ) $ 9.43 - Outstanding, December 31, 2024 182,034 $ 21.17 8.98 $ - Exercisable, December 31, 2024 106,536 $ 29.35 8.05 Outstanding, January 1, 2025 182,034 $ 21.17 8.98 Granted 1,534,525 $ 0.72 9.81 $ - Expired/Cancelled ( 30,716 ) $ 9.30 - Outstanding, December 31, 2025 1,685,843 $ 9.60 7.68 $ 882,352 Exercisable, December 31, 2025 117,566 $ 28.01 7.22 As of December 31, 2025, remaining unamortized stock-based compensation expense related to the stock options was $ 860,000 . The Company estimates the fair value of each stock option on the date of grant using the Black-Scholes option pricing model, which requires various assumptions including fair value of the underlying share, volatility, expected option life, risk-free interest rate and expected dividends. The fair value of the underlying share was based on the fair value on the grant date. The expected term was based on the expected exercise behavior of grantees. Expected volatility was calculated based on the volatilities of a peer group of companies. The risk-free rate of the option is based on the U.S. Treasury rate for the expected term of the option. The following weighted-average assumptions were used in the Black-Scholes calculations: Year ended December 31, 2025 2024 Expected volatility 105.36 % 88.41 % Expected term 5.0 6.5 Weighted-average risk-free interest rate 3.61 % 4.2 % Weighted average fair value of underlying interest $ 0.72 $ 8.13 Expected dividends - - The weighted average grant date fair value of options granted during the years ended December 31, 2025, and 2024 was $ 0.56 per option and $ 6.29 per option, respectively. NOTE 8 – WARRANTS For the years ended December 31, 2025, and 2024, total stock-based compensation expense related to the Company’s warrants was approximately $ 1,600 and $ 8,000 , respectively, and is recognized within general and administrative expense on the consolidated statements of operations and comprehensive loss. Additionally, as of December 31, 2025, 10,000 warrants issued in October 2025, to a consultant were outstanding and not exercisable at an exercise price of $ 0.715 . One third of these consulting warrants vest on the one year anniversary of issuance and the remainder vest in equal quarterly tranches for two years thereafter. F- 22 AlloMek Warrants During the year ended December 31, 2022, the Company issued warrants to purchase an aggregate of 50,000 shares of Common Stock (the “AlloMek Warrants”) to certain sellers in connection with the acquisition of AlloMek. The AlloMek Warrants were issued on October 11, 2022, and were immediately exercisable at $ 37.60 per share and expire five years from the date of issuance. The total grant date fair value of the AlloMek Warrants was determined to be approximately $ 0.5 million, as calculated using the Black-Scholes model and were capitalized and included in intangible assets. The assumptions used in the Black-Scholes calculation were as follows: volatility 55.7 %; duration five years ; and a risk-free rate of 4.14 %. As of December 31, 2025, and 2024, 50,000 AlloMek Warrants were outstanding, respectively. Alpha-5 Warrants During the year ended December 31, 2022, the Company issued warrants to purchase an aggregate of 50,000 shares of Common Stock (the “Alpha-5 Warrants”) to certain sellers in connection with the acquisition of Alpha-5. The Alpha-5 Warrants were issued on June 21, 2022, were immediately exercisable at $ 37.60 per share and expire five years from the date of issuance. The total grant date fair value of the Alpha-5 Warrants was determined to be approximately $ 0.4 million, as calculated using the Black-Scholes model and were recorded as an increase to additional paid-in capital. This amount was included as part of the consideration paid for the Alpha-5 acquisition and were included as part of the purchase price allocation accordingly. The assumptions used in the Black-Scholes calculation were as follows: volatility 55.7 %; duration five years ; and a risk-free rate of 3.38 %. As of December 31, 2025, and 2024, 50,000 Alpha-5 Warrants were outstanding, respectively. PIPE Warrants During the year ended December 31, 2021, the Company issued PIPE Warrants to purchase an aggregate of 433,999 shares of Common Stock to certain investors in connection with the November 2021 Private Placement. The PIPE Warrants were issued on November 24, 2021, were immediately exercisable, and expire five years from the date of issuance at $ 70.00 per share, subject to adjustment as set forth in the PIPE Warrants. Due to a certain anti-dilution provision, the exercise price of each 2021 PIPE Warrant was reduced to $ 20.00 per share (the “Warrant Modification”) as a result of the September 2024 Offering. The Company recognized the effect of the Warrant Modification as a deemed dividend of $ 359,656 . As of December 31, 2025, and 2024, 433,999 PIPE Warrants were outstanding, respectively. IPO Warrants During the year ended December 31, 2021, the Company issued Public Warrants to purchase an aggregate of 276,000 shares of Common Stock in its Initial Public Offering. Simultaneously with the consummation of the closing of the Initial Public Offering, the Company issued the underwriters a total of 13,800 Representative Warrants that became exercisable commencing six (6) months following issuance at an exercise price of $ 120.00 per share and expire five years from issuance. The Company evaluated the IPO Warrants based on an assessment of the IPO Warrants’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The IPO warrants are classified as liabilities and remeasured at each reporting period. As of December 31, 2025, and 2024, 220,000 Public Warrants and 13,800 Representative Warrants were outstanding, respectively. As of December 31, 2025, the fair value of the Public Warrants was approximately $ 0.10 per Public Warrant based on the closing price of the Public Warrants on The Nasdaq Capital Market. The fair value of the Representative Warrants was approximately $ 0.374 per Representative Warrant which was based on the relative fair value to the Public Warrants. May 2025 Warrants During the year ended December 31, 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. As of December 31, 2025, 3,553,428 Series C Common warrants, 1,983,000 Series D Common Warrants and 250,000 Placement Agent Warrants were outstanding. December 2025 Warrants During the year ended December 31, 2025, the Company issued December 2025 Placement Agent Warrants to purchase an aggregate of 4,000,000 shares of Common Stock in connection with the December 2025 Public Offering as described in Note 6 above. As of December 31, 2025, 4,000,000 December 2025 Placement Agent Warrants were outstanding, but not exercisable. F- 23 Warrant activity for the years ended December 31, 2025, and 2024 was as follows: Number of Warrants Exercise price per share Weighted average exercise price Outstanding and exercisable on January 1, 2025 3,293,692 $ 3.85 - $ 125.00 $ 15.62 Granted 11,402,856 $ 0.72 - $ 1.75 $ 1.24 Expired / Cancelled - - - Exercised ( 1,606,428 ) - $ 1.40 Outstanding on December 31, 2025 13,090,120 $ 0.72 - $ 125.00 $ 4.84 Outstanding and exercisable on January 1, 2024 767,800 $ 37.60 - $ 125.00 $ 15.62 Granted 2,525,892 $ 3.85 - $ 8.13 3.90 Expired / Cancelled - - - Exercised - - - Outstanding and exercisable on December 31, 2024 3,293,692 $ 3.85 - $ 125.00 $ 15.62 As of December 31, 2025, 4,000,000 December 2025 Placement Agent Warrants were outstanding and not exercisable at an exercise price of $ 0.9375 . A proxy vote for an increase in authorized shares allowing these warrants to become exercisable was completed on January 28, 2026. The proposal was approved by shareholders. See Note 14 for more information regarding the proxy vote. Additionally, as of December 31, 2025, 10,000 warrants issued in October 2025, to a consultant were outstanding and not exercisable at an exercise price of $ 0.9375 . one third of these warrants vest on the one year anniversary of issuance and the remainder vest in equal tranches for two years thereafter. Warrants exercisable at December 31, 2025, were as follows: Exercise Price Number of warrants Weighted- average remaining contractual term (years) Weighted average exercise price $1.40 5,536,428 - $1.75 250,000 - $3.85 2,439,026 - $5.13 85,366 - $8.13 1,500 - $20.00 433,999 - $37.60 100,001 - $120.00 13,800 - $125.00 220,000 - 9,080,120 2.79 $ 6.57 No warrants expired/cancelled during the year ended December 31, 2025. A total of 1,606,428 warrants were exercised during the year ended December 31, 2025. NOTE 9 – INCOME TAXES The Company accounts for income taxes under ASC 740 - Income Taxes (“ASC 740”), which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. F- 24 Significant components of the Company’s deferred tax assets as of December 31, 2025, and 2024 are summarized below. Year Ended December 31, 2025 2024 Deferred tax assets: Amortization $ 148,000 $ - Research & development costs 4,286,000 2,917,000 Warrant liabilities 11,000 40,000 Stock-based compensation 345,000 307,000 Net operating loss carryforwards 11,025,000 8,126,000 Federal R&D tax credit 368,000 419,000 Total deferred tax assets 16,183,000 11,809,000 Deferred tax liabilities: Amortization - ( 83,000 ) Depreciation - ( 28,000 ) Net deferred tax assets 16,183,000 11,698,000 Valuation allowance ( 16,183,000 ) ( 11,698,000 ) $ - $ - The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required since the Company has no history of generating taxable income. Our deferred tax asset and valuation allowance increased by $ 4,485,000 and $ 4,084,000 for the years ended December 31, 2025, and 2024, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2025, and 2024 is as follows: December 31, 2025 2024 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % - 0.10 % Stock-based compensation - 0.10 % - 0.60 % Return to provision adjustment 0.20 % 0.20 % Permanent items 0.00 % 0.00 % R&D credit generated - 0.30 % 1.70 % Other 0.50 % 0.00 % Change in valuation allowance - 19.80 % - 22.30 % Income tax provision 1.50 % - 0.10 % The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. As of December 31, 2025, the Company had federal and state net operating loss carryforwards available to offset future taxable income in the amounts of approximately $ 11,025,000 and $ 34,610,000 , respectively, which do not expire. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax position through its income tax expense. The Company is subject to franchise tax filing requirements in the State of Delaware. F- 25 NOTE 10 – NET LOSS PER COMMON SHARE Basic net loss per share is computed by dividing net loss available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method. At December 31, 2025, diluted net loss per share did not include the effect of 13,090,120 shares of Common Stock issuable upon the exercise of outstanding warrants, and 1,685,843 shares of Common Stock issuable upon the exercise of outstanding stock options as their effect would be antidilutive during the periods prior to conversion. At December 31, 2024, diluted net loss per share did not include the effect of 3,293,692 shares of Common Stock issuable upon the exercise of outstanding warrants, and 182,034 shares of Common Stock issuable upon the exercise of outstanding stock options as their effect would be antidilutive during the periods prior to conversion. NOTE 11 – RELATED PARTY TRANSACTIONS Consulting Agreement with Prof. 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. 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. Pursuant to the Steinman Consulting Agreement, effective 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. NOTE 12 – COMMITMENTS AND CONTINGENCIES Legal and Regulatory Environment The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. F- 26 NOTE 13 – 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. All the Company’s long-lived assets are held in the United States. The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company’s single reporting segment. A reconciliation to the consolidated net loss for the years ended December 31, 2025, and 2024 is included at the bottom of the table below. Twelve Months Ended December 31, Significant segment expenses 2025 2024 General and administrative (1) $ 7,778,869 $ 5,786,293 Pre-clinical research 378,343 1,479,896 CMC 1,887,466 1,463,530 Clinical development (1) 5,685,715 4,097,521 Depreciation and amortization 662,585 - Share based compensation expense 297,467 649,029 Impairment expense 4,162,911 - Other segment items (2) 3,939 773,693 Total operating and segment expenses 20,857,295 14,249,962 Reconciliation of net loss Change in fair value of warrant liabilities 115,301 ( 77,806 ) Realized foreign currency translation loss from dissolution of subsidiaries ( 7,171 ) - Foreign currency gain/(loss) 30,376 - Other income 380,532 - Change in fair value of derivative warrant liability ( 416,619 ) Interest and dividends, net 327,193 423,184 Segment and consolidated net loss $ 20,427,683 $ 13,904,584 (1) includes personnel costs and excludes share-based compensation expense and impairment expense (2) includes litigation settlements, loss from sale of assets, and loss on asset write offs NOTE 14 – SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2025, through the date these consolidated financial statements were included on this Annual Report on Form 10-K and filed with the SEC. Other than the below, there are no subsequent events identified that would require disclosure in these consolidated financial statements. Share Increases On January 28, 2026, at a Special Meeting of Stockholders of the Company (the “Special Meeting”), the Company’s stockholders approved the Second Plan Amendment to the 2023 Plan, as amended, increasing the number of shares of Common Stock authorized for issuance under the 2023 Plan, as amended, by 11,985,779 shares to 14,000,000 shares. The Second Plan Amendment became effective following its approval by the Company’s stockholders. Additionally, on January 28, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to increase the number of the Company’s authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares. The Certificate of Amendment was approved by the Company’s stockholders at the Special Meeting and became effective upon filing. Post-Effective Amendment On January 26, 2026, the Company filed the Amendment to the Registration Statement to deregister any and all securities of the Company registered but unsold or otherwise unissued under the Registration Statement as of the date thereof. As a result of such Amendment, any and all offerings of the Company’s securities pursuant to the Registration Statement were terminated and the Company terminated the effectiveness of the Registration Statement. Exercise of the Pre-funded Warrants From January 1, 2026, through March 24, 2026, a total of 1,850,000 December 2025 Pre-Funded Warrants were exercised by holders thereof, and the Company issued an aggregate of 1,848,886 shares of Common Stock upon such exercises. F-27