Pasithea Therapeutics Corp. 10-Q

Item 1. Financial Statements PASITHEA THERAPEUTICS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 December 31, 2025 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 50,400,377 $ 55,158,939 Restricted cash 101,090 100,866 Prepaid expenses 1,829,519 811,456 Other current assets 400,470 387,823 Total current assets 52,731,456 56,459,084 Intangibles, net 3,623,445 3,780,986 Total assets $ 56,354,901 $ 60,240,070 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,489,485 $ 1,131,104 Warrant liabilities - Placement Agent warrants - 3,842,857 Total current liabilities 1,489,485 4,973,961 Non-current liabilities Warrant liabilities - Representative warrants 52,966 46,871 Total non-current liabilities 52,966 46,871 Total liabilities 1,542,451 5,020,832 Stockholders’ equity: Preferred stock, par value $ 0.0001 per share, 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively - - Common stock, par value $ 0.0001 per share, 500,000,000 shares authorized; 24,939,948 shares and 23,091,062 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 2,494 2,309 Additional paid-in capital 127,643,001 125,208,624 Accumulated other comprehensive loss 46,898 18,766 Accumulated deficit ( 72,879,943 ) ( 70,010,461 ) Total stockholders’ equity 54,812,450 55,219,238 Total liabilities and stockholders’ equity $ 56,354,901 $ 60,240,070 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 PASITHEA THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended March 31, 2026 2025 Operating expenses: General and administrative $ 1,934,324 $ 1,950,328 Research and development 2,942,320 1,729,851 Loss from operations ( 4,876,644 ) ( 3,680,179 ) Other income (expense): Change in fair value of warrant liabilities 1,542,132 76,867 Realized foreign currency translation loss from dissolution of subsidiaries - ( 7,171 ) Foreign currency (loss) gain ( 9,491 ) - Other income 24,183 - Interest and dividends, net 450,338 47,245 Other income, net 2,007,162 116,941 Loss before income taxes ( 2,869,482 ) ( 3,563,238 ) Provision for income taxes - - Net loss $ ( 2,869,482 ) $ ( 3,563,238 ) Weighted-average common shares outstanding, basic and diluted 24,337,812 2,211,207 Basic and diluted loss per share $ ( 0.12 ) $ ( 1.61 ) Comprehensive loss: Net loss $ ( 2,869,482 ) $ ( 3,563,238 ) Foreign currency translation 28,132 - Comprehensive loss $ ( 2,841,350 ) $ ( 3,563,238 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 2 PASITHEA THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholders’ Shares Amount Capital Loss Deficit Equity Balance at January 1, 2025 1,394,263 $ 139 $ 64,372,486 $ ( 7,171 ) $ ( 49,582,778 ) $ 14,782,676 Stock-based compensation: -stock options - - 96,985 - - 96,985 -warrants - - 1,573 - - 1,573 Issuance of common stock at-the-market for cash, net of offering costs 440,000 44 1,652,701 - - 1,652,745 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 Net loss - - - - ( 3,563,238 ) ( 3,563,238 ) Balance at March 31, 2025 2,705,263 $ 270 $ 66,124,529 $ - $ ( 53,146,016 ) $ 12,978,783 Balance at January 1, 2025 23,091,062 2,309 125,208,624 18,766 ( 70,010,461 ) 55,219,238 Stock-based compensation: -stock options - - $ 138,364 $ - $ - $ 138,364 -warrants - - 817 - - 817 Issuance of common stock for cashless exercise of pre-funded warrants 1,098,886 110 ( 110 ) - - - Issuance of common stock for exercise of pre-funded warrants 750,000 75 675 - - 750 Reclassification to equity of the Placement Agent Warrants Liability - - 2,294,631 - - 2,294,631 Realized foreign currency translation loss from dissolution of subsidiaries - - - 28,132 - 28,132 Net loss - - - - ( 2,869,482 ) ( 2,869,482 ) Balance at March 31, 2026 24,939,948 $ 2,494 $ 127,643,001 $ 46,898 $ ( 72,879,943 ) $ 54,812,450 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 PASITHEA THERAPEUTICS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,869,482 ) $ ( 3,563,238 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation - 4,821 Amortization expense 157,541 157,541 Stock-based compensation 139,182 98,558 Change in fair value of warrant liabilities 1,542,132 ( 76,867 ) Realized foreign currency translation loss from dissolution of subsidiaries - 7,171 Changes in operating assets and liabilities: Prepaid expenses ( 1,018,063 ) 129,712 Other current assets ( 12,647 ) ( 19,509 ) Accounts payable and accrued liabilities 358,381 206,054 Net cash used in operating activities ( 4,787,220 ) ( 3,055,757 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on notes payable - ( 179,310 ) Proceeds from exercises of pre-funded warrants 750 871 Proceeds from at-the-market common stock sales - 1,652,745 Net cash provided by financing activities 750 1,474,306 Effect of foreign currency translation on cash 28,132 - NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH $ ( 4,758,338 ) $ ( 1,581,451 ) Cash, cash equivalents, and restricted cash - Beginning of period 55,259,805 6,922,729 Cash, cash equivalents, and restricted cash - End of period $ 50,501,467 $ 5,341,278 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents 50,400,377 5,341,278 Restricted cash 101,090 - Total cash, cash equivalents and restricted cash $ 50,501,467 $ 5,341,278 Supplemental disclosure of cash flow information: Cash paid for interest $ 13,212 $ 7,892 Cash paid for taxes $ - $ - The accompanying notes are an integral part of these condensed consolidated financial statements. 4 PASITHEA THERAPEUTICS CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited) 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 has filed 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. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Pasithea Therapeutics Corp. and its subsidiaries, 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 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 Portugal, Sociedade Unipessoal Lda, and Pasithea Clinics Inc. have been discontinued. 5 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 March 31, 2026, the Company had approximately $ 50.4 million in operating bank accounts and money market funds and working capital of approximately $ 51.2 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 condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. On March 31, 2026, the Company had cash and cash equivalents of approximately $ 50.4 million and an accumulated deficit of approximately $ 72.9 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its capital stock. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. 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 condensed consolidated financial statements. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s condensed consolidated financial position as of March 31, 2026 and the condensed consolidated results of operations and cash flows for the three-month periods ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any other future interim or annual period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 6 Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810, “Consolidation,” (“ASC 810”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Alpha-5 Integrin, LLC, AlloMek Therapeutics, LLC, Pasithea Clinics Inc. and Pasithea MacroMEK Pty Ltd. All significant intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements are presented in U.S. Dollars. 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 contract research organizations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable, the results of which form the basis for the amounts recorded in the condensed consolidated financial statements. As appropriate, the Company obtains reports from third-party valuation experts to inform and support estimates related to fair value measurements. 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 three months ended March 31, 2026 and 2025, the Company recorded grant income of $ 0 and $ 43,000 , 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 three months ended March 31, 2026, and 2025 were approximately $ 52,000 and $ 43,000 , respectively. 7 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. 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 $ 50.4 million and $ 55.2 million as of March 31, 2026 and December 31, 2025, 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 condensed 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 shares of common stock 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. 8 Derivative Financial Instruments The Company accounts for its 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 March 31, 2026 and December 31, 2025, respectively, the Company had deferred tax assets related to certain net operating losses. A valuation allowance was established against these deferred tax assets at their full amount, resulting in a zero balance of deferred tax assets on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. 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 March 31, 2026 and December 31, 2025. 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. 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 March 31, 2026, 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. 9 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, March 31, 2026 $ 50,400,377 $ 50,400,377 $ - $ - Cash equivalents, December 31, 2025 $ 55,158,939 $ 55,158,939 $ - $ - Liabilities: Public warrant liabilities, March 31, 2026 $ - $ - $ - $ - Representative warrant liabilities, March 31, 2026 $ 52,966 $ - $ - $ 52,966 Liabilities: Public warrant liabilities, December 31, 2025 $ 3,842,857 $ 3,842,857 $ - $ - Representative warrant liabilities, December 31, 2025 $ 46,871 $ - $ - $ 46,871 The following table presents a reconciliation of the Level 3 Representative Warrant liabilities: Three Months Ended March 31, 2026 2025 Representative warrant liabilities, January 1 $ 46,871 $ 9,932 Issuances - - Exercises - - Change in fair value 6,095 ( 4,708 ) Representative warrant liabilities, March 31 $ 52,966 $ 5,224 10 The change in fair value of the Representative Warrants liabilities is recorded in change in fair value of warrant liabilities on the condensed consolidated statements of operations and comprehensive loss. The following table presents a reconciliation of the Level 3 Derivative Warrant liabilities: Three Months Ended March 31, 2026 2025 Derivative warrant liabilities, January 1 $ 3,842,857 $ - Issuances - - Exercises - - Change in fair value ( 1,548,227 ) - Reclassification to equity 2,294,631 Derivative warrant liabilities, March 31 $ - $ - The change in fair value of the derivative warrant liabilities is recorded in change in fair value of derivative warrant liabilities on the condensed 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 March 31, 2026 and December 31, 2025, was based on the quoted closing price on The Nasdaq Capital Market and is classified as Level 1. The fair value of the liability associated with the Representative Warrants as of March 31, 2026 and December 31, 2025, 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 shares of common stock outstanding during the reporting period. Diluted earnings per share is computed similarly to the basic earnings per share, except the weighted average number of shares of common stock outstanding is increased to include additional shares of common stock from the assumed exercise of share options, if dilutive. The following outstanding shares of common stock issuable upon exercise of stock options and warrants were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2026 2025 Stock options 1,685,843 164,846 Warrants 13,090,120 3,293,692 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. 11 Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the condensed consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2026, 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 $ 28,000 . During the three months ended March 31, 2025, 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 condensed consolidated statements of operations within other income (expense) in the amount of approximately $ 7,000 for the three months ended March 31, 2025. The relevant translation rates are as follows: As of March 31, As of December 31, 2026 2025 Closing rate, British Pound (GBP) to $USD at period end N/A N/A Average rate, GBP to $USD for the period ended N/A N/A Closing rate, Euro (EUR) to $USD at period end N/A N/A Average rate, EUR to $USD for the period ended N/A N/A Closing rate, Australian Dollar (AUD) to $USD at period end 0.7022 0.6669 Average rate, AUD to $USD for the period of subsidiary inception to period end 0.6898 0.6450 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. During the three months ended March 31, 2026, and 2025, the Company had no material items of other comprehensive income (loss) except for the unrealized foreign currency translation adjustment. Acquisitions, Intangible Assets and Goodwill The condensed consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair value of the net assets acquired. Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning their respective useful lives. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant tangible and intangible assets. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain and could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. 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. 12 Impairment of Long-Lived Assets, Intangibles 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. 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 10 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 its financial statement disclosures. 13 NOTE 3 – INTANGIBLE ASSETS Intangible assets, net consists of the following (in thousands): Intangible Assets March 31, 2026 December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Impairment Net In-process research and development $ - $ - $ - $ 2,900,000 $ - $ ( 2,900,000 ) $ - Patents and intellectual property 5,671,478 ( 2,048,033 ) 3,623,445 5,671,478 ( 1,890,492 ) 3,780,986 Intangible assets, net $ 5,671,478 $ ( 2,048,033 ) $ 3,623,445 $ 8,571,478 $ ( 1,890,492 ) $ 3,780,986 As of March 31, 2026, future expected amortization expense of Intangible assets was as follows: 2026 (remaining) $ 472,623 2027 630,164 2028 630,164 2029 630,164 2030 630,164 Thereafter 630,166 Remaining future amortization expense $ 3,623,445 NOTE 4 – STOCKHOLDERS’ EQUITY As of March 31, 2026, the Company was authorized to issue an aggregate of 505,000,000 shares. The authorized capital stock, as of such date, was divided into: (i) 500,000,000 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 24,939,948 and 23,091,062 shares of its common stock issued and outstanding at March 31, 2026 and December 31, 2025, 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 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 our common stock. The rights, preferences and privileges of the holders of our 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. 14 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 allowed 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 March 31, 2026, 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 Company 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. On January 28, 2026, at a Special Meeting of Stockholders (the “Special Meeting”), 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. As of March 31, 2026, 14,000,000 total shares were available under the 2023 Plan, of which 1,624,593 shares were issued and outstanding and 12,375,407 shares were available for potential issuances. 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 March 31, 2025, 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. 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. As such, during the three months ended March 31, 2026, the Company did not sell any shares of common stock under its ATM Agreement. 15 During the three months ended March 31, 2025, the Company sold 440,000 shares of common stock under its ATM Agreement at an average price of $ 3.88 per share for gross proceeds of $ 1,705,528 and net proceeds of $ 1,652,745 . 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”). 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. 16 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 at issuance that the December 2025 Placement Agent Warrants did 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 would be subject to remeasurement at each balance sheet date and any change in fair value would be 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 year 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 . On January 28, 2026, the Company filed a 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. Based on the new number of authorized shares of common stock of the Company on January 28, 2026, the Company had sufficient authorized and unissued shares to reclassify the December 2025 Placement Agent Warrants out of liability and as equity warrants. The fair value was remeasured at $ 2,294,631 , with the warrant reclassified to equity as of that date, with the change in fair value of $1,548,227 recorded in the condensed consolidated statement of operations. The fair value of the December 2025 Placement Agent Warrants was estimated by using the Black Scholes method using the following inputs: the price of the Company’s common stock of $ 0.85 ; risk-free interest rates of 3.83 %; and volatility of the Company’s common stock of 115.83 %. During the three months ended March 31, 2026, an aggregate of 1,850,000 December 2025 Pre-Funded Warrants were exercised and the Company issued an aggregate of 1,848,886 shares of common stock pursuant to the exercises. A total of 1,114 shares of common stock were cancelled with a value of $ 1,101 as part of a cashless exercise. 750,000 December 2025 Pre-Funded Warrants were exercised for cash for a total of $ 750 . As of March 31, 2026, 63,303,335 December 2025 Pre-Funded Warrants are paid and issued but unexercised. 17 NOTE 5 – STOCK OPTIONS Stock Options Issued, Vested and Cancelled During the three months ended March 31, 2026, the Company did not issue any stock options. During the three months ended March 31, 2026, stock options under the 2023 Plan to purchase an aggregate of 12,291 shares of common stock, subject to time-based milestone vesting conditions, vested. During the three months ended March 31, 2025, the Company did not issue any stock options. During the three months ended March 31, 2025, stock options under the 2023 Plan to purchase an aggregate of 22,899 shares of common stock, subject to time-based milestone vesting conditions, vested. Stock-Based Compensation For the three months ended March 31, 2026 and 2025, total stock-based compensation expense related to the Company’s stock options was approximately $ 138,000 and $ 97,000 , respectively. For the three months ended March 31, 2026, the Company recognized approximately $ 136,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 2,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2025, the Company recognized approximately $ 92,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 5,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss. Stock option activity for the three months ended March 31, 2026, 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, 2026 1,685,843 $ 2.77 9.60 Granted - $ - - $ - Expired/Cancelled - $ - - Outstanding, March 31, 2026 1,685,843 $ 2.77 9.36 $ - Exercisable, March 31, 2026 129,857 $ 26.13 7.06 As of March 31, 2026, remaining unamortized stock-based compensation expense related to the stock options was $ 721,000 with 33 months of amortization remaining. NOTE 6 – WARRANTS As of March 31, 2026 , the fair value of the Public Warrants was approximately $ 0.226 per Public Warrant based on the closing price of the warrants on The Nasdaq Capital Market. As of March 31, 2026 , the fair value of the Representative Warrants was approximately $ 0.235 per Representative Warrant, which was based on the relative fair value to the Public Warrants. 18 Warrants exercisable at March 31, 2026, were as follows: Exercise Price Number of warrants Weighted-average remaining contractual term (years) Weighted average exercise price $ 0.72 10,000 9.57 - $ 0.94 4,000,000 4.67 - $ 1.40 5,536,428 2.85 - $ 1.75 250,000 4.10 - $ 3.85 2,439,026 1.76 - $ 5.13 85,366 3.51 - $ 8.13 1,500 7.92 - $ 20.00 433,999 0.65 - $ 37.60 100,001 1.38 - $ 120.00 13,800 0.46 - $ 125.00 220,000 0.46 - Warrants outstanding as of March 31, 2026 13,090,120 3.11 $ 4.84 Warrants exercisable as of March 31, 2026 13,080,120 3.10 $ 4.85 No warrants expired/cancelled during the three months ended March 31, 2026. For the three months ended March 31, 2026 and 2025, total stock-based compensation expense related to the Company’s warrants was approximately $ 817 and $ 1,573 , respectively, and is recognized within general and administrative expense on the condensed consolidated statements of operations and comprehensive loss . During the three months ended March 31, 2026 and 2025, the Company issued no warrants. NOTE 7 – 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. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. At March 31, 2026, 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 March 31, 2025, 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 164,846 shares of common stock issuable upon the exercise of outstanding stock options as their effect would be antidilutive during the periods prior to conversion. 19 NOTE 8 – RELATED PARTY TRANSACTIONS 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 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 9 – 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. NOTE 10 – 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 RASopathies, MAPK pathway-driven tumors and other diseases, including central nervous system (CNS) disorders. 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. 20 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 three months ended March 31, 2026, and 2025 is included at the bottom of the table below. Three Months Ended March 31, 2026 2025 Significant segment expenses General and administrative (1) 1,640,086 1,696,425 Pre-clinical research (1) 374,361 61,993 CMC (1) 658,398 224,597 Clinical development (1) 1,907,076 1,434,804 Depreciation and amortization 157,541 161,708 Share based compensation expense 139,182 98,558 Other segment items (2) - 2,094 Total operating and segment expenses 4,876,644 3,680,179 Reconciliation of net loss Change in fair value of warrant liabilities 1,542,132 76,867 Realized foreign currency translation loss from dissolution of subsidiaries - ( 7,171 ) Foreign currency gain/(loss) ( 9,491 ) - Other income 24,183 - Change in fair value of derivative warrant liability - - Interest and dividends, net 450,338 47,245 Segment and consolidated net loss ( 2,007,162 ) ( 3,563,238 ) (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 11 – SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to March 31, 2026, through the date these condensed consolidated financial statements were included on this Quarterly Report on Form 10-Q and filed with the SEC. Other than the below, there are no subsequent events identified that would require disclosure in these condensed consolidated financial statements. Exercise of Pre-Funded Warrants From April 1, 2026, through May 13, 2026, a total of 8,474,500 December 2025 Pre-Funded Warrants were exercised by holders thereof, and the Company issued an aggregate of 8,474,500 shares of common stock upon such exercises. 21