What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 141 added, 108 removed, 479 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026

December 31, 2025

Current assets:

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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 - -

0 shares issued and outstanding as of June 30, 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

33,414,448 shares and 23,091,062 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 3,341 2,309

Additional paid-in capital 127,980,571 125,208,624

Accumulated other comprehensive loss 46,898 18,766

Accumulated other comprehensive income 9,570 18,766

Accumulated deficit ( 78,153,795 ) ( 70,010,461 )

1 unchanged sentence

Total liabilities and stockholders’ equity $ 51,709,945 $ 60,240,070

The accompanying notes are an integral part of

these condensed consolidated financial statements.

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

PASITHEA THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For the Three Months Ended March 31,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Six Months Ended

Operating expenses:

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Comprehensive loss $ ( 5,294,448 ) $ ( 3,710,526 ) $ ( 8,152,530 ) $ ( 7,273,764 )

The accompanying notes are an integral part of

these condensed consolidated financial statements.

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

PASITHEA THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Comprehensive

Stockholders’

Paid-in Capital

Balance at January 1, 2025 1,394,263 $ 139 $ 64,372,486 $ ( 7,171 ) $ ( 49,582,778 ) $ 14,782,676

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Balance at March 31, 2025 2,705,263 $ 270 $ 66,124,529 $ - $ ( 53,146,016 ) $ 12,978,783

Stock-based compensation:

-stock options - - 57,645 - - 57,645

Issuance of common stock at-the-market for cash, net of offering costs 252,600 25 358,012 - - 358,037

Issuance of common stock in May 2025 public offering, net of offering costs 3,571,428 357 4,214,149 - - 4,214,506

Issuance of common stock from the exercise of warrants, net 914,286 91 1,279,909 - 1,280,000

Foreign currency translation - - - 5,631 - 5,631

Net loss - - - - ( 3,716,157 ) ( 3,716,157 )

Balance at June 30, 2025 $ 7,443,577 $ 743 $ 72,034,244 $ 5,631 $ ( 56,862,173 ) $ 15,178,445

Balance at January 1, 2026 23,091,062 2,309 125,208,624 18,766 ( 70,010,461 ) 55,219,238

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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

Foreign currency translation - - - 20,596 - 20,596

Net loss - - - - ( 2,869,482 ) ( 2,869,482 )

Balance at March 31, 2026 24,939,948 $ 2,494 $ 127,643,001 $ 39,362 $ ( 72,879,943 ) $ 54,804,914

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Stock-based compensation:

-stock options - - 328,564 - - 328,564

-warrants - - 1,377 - - 1,377

Issuance of common stock for exercise of pre-funded warrants 8,474,500 847 7,629 - - 8,476

Foreign currency translation - - - ( 29,792 ) - ( 29,792 )

Net loss - - - - ( 5,273,852 ) ( 5,273,852 )

Balance at June 30, 2026 33,414,448 $ 3,341 $ 127,980,571 $ 9,570 $ ( 78,153,795 ) $ 49,839,687

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

PASITHEA THERAPEUTICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Realized foreign currency translation loss from dissolution of subsidiaries - 7,171

Change in fair value of derivative warrant liability ( 1,548,227 ) -

Loss on asset write-off - 409

Changes in operating assets and liabilities:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on notes payable - ( 179,310 )

Issuance of common stock from the exercise of warrants, net 9,226 -

Payments on financed director and officer insurance - ( 292,824 )

Proceeds from exercises of pre-funded warrants - 871

Proceeds from at-the-market common stock sales - 1,652,745

Proceeds from sale of common stock under ATM agreement, net - 2,010,782

Proceeds from sale of common stock from public offerings, net - 4,214,506

Proceeds from exercises of warrants - 1,280,000

Net cash provided by financing activities 9,226 7,213,335

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Cash paid for taxes $ - $ -

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Supplemental disclosures of non-cash activity:

Reclassification to equity of the Placement Agent Warrants Liability $ 2,294,631 $ -

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

PASITHEA THERAPEUTICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

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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.

The Company’s lead product candidate, PAS-004, is a next-generation oral once-daily macrocyclic mitogen-activated protein kinase, or MEK inhibitor being developed for the long-term treatment of chronic diseases, including the neurocutaneous manifestations of neurofibromatosis type 1 (“NF1 “).

Following the U.S.

Food and Drug Administration (the “FDA”) clearance of its Investigational New Drug application (the “IND”) in December 2023, the Company is conducting a Phase 1 open-label, dose escalation trial of PAS-004 in patients with MAPK pathway-driven advanced tumors at sites in the United States and in Eastern Europe.

In May 2025, the Company initiated a Phase 1/1b open-label, dose escalation trial of PAS-004 in adult patients with NF1 with symptomatic and inoperable, incompletely resected, or recurrent plexiform neurofibromas (“PN”) that is being conducting at sites in the United States, Australia, and South Korea.

The Company’s initial planned indication for FDA and other regulatory approval is symptomatic and inoperable NF1-PN in adult and pediatric patients, and it aims to conduct a pediatric Phase 1 trial and registrational trials in both populations.

Additionally, the Company has one program, PAS-001, in the discovery stage, for the treatment of schizophrenia.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Pasithea Therapeutics Corp.

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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.

As of June 30, 2026, the Company had approximately $ 45.8 million in operating bank accounts and money market funds, and working capital of approximately $ 46.4 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.

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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.

On June 30, 2026, the Company had cash and cash equivalents of approximately $ 45.7 million and an accumulated deficit of approximately $ 78.2 million.

The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans.

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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.

The accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 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.

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 June 30, 2026 and the condensed consolidated results of operations and cash flows for the three and six-month periods ended June 30, 2026 and 2025.

The results of operations for the three and six months ended June 30, 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.

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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.

For the three months ended June 30, 2026 and 2025, the Company recorded grant income of $ 0 and $ 43,000 , respectively, as a contra expense within research and development.

For the six months ended June 30, 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

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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.

The contributions made during the three months ended June 30, 2026, and 2025 were approximately $ 26,000 and $ 23,000 , respectively.

The contributions made during the six months ended June 30, 2026, and 2025 were approximately $ 52,000 and $ 44,000 , respectively.

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.

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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.

The Company had cash and cash equivalents of $ 45.7 million and $ 55.2 million as of June 30, 2026 and December 31, 2025, respectively.

Property and Equipment and Depreciation

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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.

As of June 30, 2026 and December 31, 2025, respectively, the Company had deferred tax assets related to certain net operating losses.

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.

1 unchanged sentence

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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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.

2 unchanged sentences

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.

As of June 30, 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

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(Level 2) Significant

Cash equivalents, March 31, 2026 $ 50,400,377 $ 50,400,377 $ - $ -

Cash equivalents, December 31, 2025 $ 55,158,939 $ 55,158,939 $ - $ -

Public warrant liabilities, March 31, 2026 $ - $ - $ - $ -

Representative warrant liabilities, March 31, 2026 $ 52,966 $ - $ - $ 52,966

Cash and cash equivalents, June 30, 2026 $ 45,663,782 $ 45,663,782 $ - $ -

Cash and cash equivalents, December 31, 2025 $ 55,158,939 $ 55,158,939 $ - $ -

Public warrant liabilities, June 30, 2026 $ - $ - $ - $ -

Representative warrant liabilities, June 30, 2026 $ 32,341 $ - $ - $ 32,341

Public warrant liabilities, December 31, 2025 $ 3,842,857 $ 3,842,857 $ - $ -

2 unchanged sentences

Three Months Ended

Representative warrant liabilities, April 1 $ 52,964 $ 5,224

Issuances - -

Exercises - -

Change in fair value ( 20,623 ) 517

Representative warrant liabilities, June 30 $ 32,341 $ 5,741

Six Months Ended

Representative warrant liabilities, January 1 $ 46,871 $ 9,932

2 unchanged sentences

Change in fair value ( 14,530 ) ( 4,191 )

Representative warrant liabilities, March 31 $ 52,966 $ 5,224

Representative warrant liabilities, June 30 $ 32,341 $ 5,741

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

Six Months Ended

Derivative warrant liabilities, January 1 $ 3,842,857 $ -

3 unchanged sentences

Reclassification to equity ( 2,294,631 ) -

Derivative warrant liabilities, March 31 $ - $ -

Derivative warrant liabilities, June 30 $ - $ -

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.

1 unchanged sentence

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.

The fair value of the liability associated with the Public Warrants as of June 30, 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 June 30, 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.

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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

Six Months Ended

Stock options 7,551,013 151,318

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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.

During the three and six months ended June 30, 2026, 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 $ 30,000 and $ 9,000 , respectively.

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

dollar, which 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.

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 and six months ended June 30, 2025.

The relevant translation rates are as follows:

March 31, As of

June 30, As of

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

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Closing rate, Australian Dollar (AUD) to $USD at period end 0.7018 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.

Average rate, Australian Dollar to $USD for the period of subsidiary inception to period end 0.6917 0.6450

N/A – Not applicable.

The Company has one operating subsidiary with functional currencies other than that of the parent company U.S.

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

During the three and six months ended June 30, 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

The condensed consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition.

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The amount of the impairment loss is the excess of the asset’s carrying value over its fair value.

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.

The Company did not have any significant leases outstanding as of June 30, 2026 and December 31, 2025.

Stock-Based Compensation

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Intangible Assets

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amount Accumulated

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Intangible assets, net $ 5,671,478 $ ( 2,205,574 ) $ 3,465,904 $ 8,571,478 $ ( 1,890,492 ) $ 3,780,986

As of March 31, 2026, future expected amortization expense of Intangible assets was as follows:

As of June 30, 2026, future expected amortization expense of Intangible assets was as follows:

2026 (remaining) $ 315,082

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NOTE 4 – STOCKHOLDERS’ EQUITY

As of March 31, 2026, the Company was authorized to issue an aggregate of 505,000,000 shares.

As of June 30, 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.

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.

The Company had 33,414,448 and 23,091,062 shares of its common stock issued and outstanding at June 30, 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.

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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.

As of June 30, 2026, there were a total of 61,250 stock options outstanding under the 2021 Plan, which are all fully vested.

2023 Stock Incentive Plan

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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.

As of June 30, 2026, 14,000,000 total shares were authorized for issuance under the 2023 Plan, of which 7,489,763 shares were issued and outstanding and 6,510,237 shares were available for potential issuances.

At The Market Agreement with H.C.

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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.

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 .

As such, during the three and six months ended June 30, 2026, the Company did not sell any shares of common stock under its ATM Agreement.

During the quarter ended June 30, 2025, we sold 252,600 shares of common stock under our ATM Agreement at a weighted average price of $ 1.47 for gross proceeds of $ 370,160 and net proceeds of $ 358,037 .

During the six months ended June 30, 2025, we sold 692,600 shares of Common Stock under our ATM Agreement at a weighted average price of $ 3.00 for gross proceeds of $ 2,075,688 and net proceeds of $ 2,010,782 .

May 2025 Public Offering

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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.

During the three months ended June 30, 2026, an aggregate of 8,474,500 December 2025 Pre-Funded Warrants were exercised and the Company issued an aggregate of 8,474,500 shares of common stock pursuant to the exercises.

During the six months ended June 30, 2026, an aggregate of 10,324,500 December 2025 Pre-Funded Warrants were exercised and the Company issued an aggregate of 10,323,386 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.

As of June 30, 2026, 54,828,835 December 2025 Pre-Funded Warrants are paid and issued but unexercised.

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.

During the three months ended June 30, 2026, the Company issued 5,865,170 stock options under the 2023 Plan.

During the three months ended June 30, 2026, stock options under the 2023 Plan to purchase an aggregate of 12,290 shares of common stock, subject to time-based milestone vesting conditions, vested.

During the three months ended June 30, 2025 , the Company granted no stock options, had forfeitures of 13,528 stock options and stock options to purchase an aggregate of 4,480 shares of common stock, subject to time-based milestone vesting conditions, vested.

During the six months ended June 30, 2026, the Company granted 5,865,170 stock options, had no forfeitures of stock options.

The issued stock options had a strike price equal to $ 0.841 , and a term of 10 years.

The 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 $ 4,665,000 , as calculated using the Black-Scholes pricing model with the following assumptions:

volatility of 112.33 %, discount rate of 3.57 %, expected term of 6.5 years, and an exercise price of $ 0.841 .

During the six months ended June 30, 2025, the Company issued stock options under the 2023 Plan to employees, to purchase an aggregate of 104,433 shares of common stock with a strike price equal to $ 8.13 per share and a term of ten years .

Of the stock options granted, stock options to purchase an aggregate of 37,433 shares of common stock were fully vested at issuance and the remaining stock options are subject to time-based vesting over a term ranging between one to three years .

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

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

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:

For the three months ended June 30, 2026 and 2025, total stock-based compensation expense related to the Company’s stock options was approximately $ 329,000 and $ 58,000 , respectively.

For the three months ended June 30, 2026, the Company recognized approximately $ 291,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 38,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss.

For the three months ended June 30, 2025, the Company recognized approximately $ 56,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 2,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss.

Total stock-based compensation related to the Company’s stock options was approximately $ 466,000 and approximately $ 155,000 for six months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026, the Company recognized approximately $ 426,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 40,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss.

For the six months ended June 30, 2025, the Company recognized approximately $ 149,000 of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 6,000 within research and development expense on the condensed consolidated statements of operations and comprehensive loss.

Stock option activity for the six months ended June 30, 2026, was as follows:

of Options Weighted

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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.

Outstanding, June 30, 2026 7,551,013 $ 1.27 9.68 $ -

Exercisable, June 30, 2026 142,147 $ 24.57 6.89 $ -

As of June 30, 2026, remaining unamortized stock-based compensation expense related to the stock options was $ 614,000 with 30 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.

Warrants exercisable at March 31, 2026, were as follows:

As of June 30, 2026 , the fair value of the Public Warrants was approximately $ 0.138 per Public Warrant based on the closing price of the warrants on The Nasdaq Capital Market.

As of June 30, 2026 , the fair value of the Representative Warrants was approximately $ 0.144 per Representative Warrant, which was based on the relative fair value to the Public Warrants.

As of June 30, 2026, all 220,000 Public Warrants and 13,800 Representative Warrants were outstanding.

Warrants exercisable at June 30, 2026, were as follows:

Exercise Price Number of warrants Weighted-average

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$ 120.00 13,800

Warrants outstanding as of March 31, 2026

$ 125.00 220,000 -

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.

Warrants outstanding as of June 30, 2026 11,885,607 3.17 $ 4.94

Warrants exercisable as of June 30, 2026 11,860,607 3.17 $ 4.95

NOTE 7 – NET LOSS PER COMMON SHARE

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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.

At June 30, 2026, diluted net loss per share did not include the effect of 11,885,607 shares of Common Stock issuable upon the exercise of outstanding warrants, and 7,551,013 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 June 30, 2025, diluted net loss per share did not include the effect of 9,772,262 shares of common stock issuable upon the exercise of outstanding warrants, and 151,318 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 8 – RELATED PARTY TRANSACTIONS

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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.

A reconciliation to the consolidated net loss for the six months ended June 30, 2026, and 2025 is included at the bottom of the table below.

Three Months Ended

June 30, Six Months Ended

Significant segment expenses 2026 2025 2026 2025

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Pre-clinical research (1) 57,436 103,343 431,797 165,336

Non-clinical research (1) 401,266 - 401,266

CMC (1) 955,875 99,413 1,614,273 324,010

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Other income 38,182 19,464 62,365 19,464

Change in fair value of derivative warrant liability - -

Interest and dividends, net 410,416 54,424 860,754 101,669

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(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.

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

What changed 10-Q

Item 1. Financial Statements