What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 258 added, 125 removed, 427 unchanged (47% of the section changed)

8 unchanged sentences

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

9 unchanged sentences

Commitments and Contingencies (Note 7)

Stockholders’ deficit

Stockholders’ equity (deficit)

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

none issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

500,000,000 shares authorized;

44,877,633 and 27,064,633 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

55,971,633 and 27,064,633 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 38,871,733 )

Total stockholders’ deficit

Total stockholders’ equity (deficit)

( 9,814,690 )

Total liabilities and stockholders’ deficit

Total liabilities and stockholders’ equity (deficit)

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

1 unchanged sentence

Condensed Consolidated Statements of Operations

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

General and administrative

3 unchanged sentences

( 1,378,908 )

( 1,118,211 )

( 2,479,806 )

( 1,382,431 )

Other income (expense):

Interest expense, related parties

Interest income

Interest and other income

Forgiveness of unrelated vendor payables

Change in fair value of deferred underwriting fee - common stock payable

Change in the fair value of warrant liabilities

Total other expense, net

Total other income (expense), net

Net income (loss)

( 1,407,259 )

( 2,530,973 )

Weighted average shares outstanding, basic and diluted*

Basic and diluted net loss per share*

Basic and diluted net income (loss) per share*

* Shares and per share data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

1 unchanged sentence

Liminatus Pharma, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended March 31, 2026 and 2025

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit )

For the three and six months ended June 30, 2026 and 2025

Additional Paid-in

Stockholders’

Equity (Deficit)

Balance - December 31, 2025

7 unchanged sentences

( 39,995,447 )

Issuance of common stock in connection with the exercise of warrants

Issuance of common stock in connection with the Warrant Inducement, net of offering costs of $ 238,954

( 1,407,259 )

Balance - June 30, 2026

( 41,402,706 )

Additional Paid-in

6 unchanged sentences

( 19,667,589 )

* Shares, preferred stock amount, common stock amount and additional paid - in capital data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

Business combination with IRIS, net of transaction costs

Settlement of loans to Iris Acquisition Corp upon closing of the business combination

( 4,443,500 )

Issuance of common stock to Iris Acquisition Holdings, LLC

Issuance of common stock for the PIPE investment

Balance - June 30, 2025

( 28,879,455 )

( 8,807,412 )

* Shares, common stock amount and additional paid - in capital data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31,

For the six months ended June 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities

( 2,530,973 )

Forgiveness of unrelated vendor payables

( 2,142,297 )

Change in fair value of deferred underwriting fee - common stock payable

Change in the fair value of warrant liabilities

Changes in operating assets and liabilities

Due from related party, current

( 3,427,000 )

Prepaid and other current assets

Accounts payable and accrued expenses

( 2,043,405 )

Accrued interest, related parties

Due to related parties

Accrued maintenance fee

Due to research and development partner

( 1,782,297 )

Due to related party

Net cash used in operating activities

( 2,985,288 )

( 8,975,859 )

Cash Flows from Investing Activities:

2 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from issuance of common stock, net

Proceeds from issuance of short-term debt, related party

Gross proceeds from issuance of common stock in connection with the Offering

Gross proceeds from issuance of common stock in connection with the exercise of warrants

Gross proceeds from issuance of common stock in connection with the Warrant Inducement

Gross proceeds from issuance of common stock for PIPE investment

Payment of transaction costs

( 2,563,738 )

Repayment of short-term debt, related party

Deferred transaction costs

( 1,300,000 )

Net cash provided by financing activities

5 unchanged sentences

Costs incurred in connection with the issuance of common stock

Deferred transaction costs in accounts payable

Liabilities assumed in connection with the Business Combination

Fair value of shares to be issued to underwriter on date of the Business Combination

Transaction costs incurred upon closing of the Business Combination

Settlement of loans to Iris Acquisition Corp upon closing of the Business Combination

Issuance of common stock to Iris Acquisition Holdings, LLC

Conversion of related party short-term debt into common stock

Non-cash conversion of amounts borrowed for PIPE Funds

Non-cash impact to APIC for the elimination of accrued interest on converted related party debt

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

14 unchanged sentences

On April 30, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by the Business Combination Agreement, pursuant to which (a) Liminatus Merger Sub merged with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of the Company, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination”) , and in connection therewith the Company changed its name from “Iris Parent Holding Corp.” to “Liminatus Pharma, Inc.

Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) every issued and outstanding security issued by Iris during its initial public offering (each, an “Iris Unit”) was automatically separated and broken out into its constituent parts and the holder thereof was deemed to hold one share of Iris Class A common stock, par value $ 0.0001 per share (the “Iris Class A Shares”) and one-fourth of one redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $ 0.0001 per share (“Common Stock”), of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically represented the right to purchase shares of Common Stock on the same terms and conditions as are set forth in the applicable warrant agreement, (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $ 11.50 per share, except those issued to Cantor Fitzgerald & Co.

Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) every issued and outstanding security issued by Iris during its initial public offering (each, an “Iris Unit”) was automatically separated and broken out into its constituent parts and the holder thereof was deemed to hold one share of Iris Class A common stock, par value $ 0.0001 per share (the “Iris Class A Shares”) and one-fourth of one redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $ 0.0001 per share, of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically represented the right to purchase shares of common stock on the same terms and conditions as are set forth in the applicable warrant agreement, (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $ 11.50 per share, except those issued to Cantor Fitzgerald & Co.

(“Cantor”), were forfeited, and (v) the private placement warrants issued to Cantor immediately and automatically represented the right to purchase shares of common stock.

27 unchanged sentences

The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.

Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the Common Stock and Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “LIMN” and “LIMNW,” respectively.

Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the Company’s common stock and Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “LIMN” and “LIMNW,” respectively.

Notices from Nasdaq

1 unchanged sentence

The deficiency letter had no immediate effect on the listing of the Company’s common stock, and its common stock continued to trade on Nasdaq under the symbol “LIMN”.

Under the Nasdaq rules, the Company had 60 calendar days, or until October 21, 2025, to submit a plan to regain compliance and if the plan was accepted, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until February 16, 2026, to regain compliance.

If the compliance plan was not accepted, the Company had the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On October 6, 2025, the Company filed its Form 10-Q for the period ended June 30, 2025 and the matter was closed.

On November 19, 2025, the Company received notices from the Nasdaq indicating that the Company was no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) due to its failure to maintain a minimum Market Value of Listed Securities (“MVLS”) of

$50,000,000 (the “MVLS Rule”), based upon a review of the Company’s MVLS for the last 30 consecutive business days and (ii) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the last 30 consecutive business days.

The Nasdaq staff noted that the Company also does not meet the requirements under Listing Rule 5450(b)(3)(A), which requires the Company to have total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.

Under the Nasdaq rules, the Company has 180 calendar days, or until May 18, 2026, to regain compliance with the MVLS Rule and MVPHS Rule.

In the event the Company does not regain compliance with the MVLS Rule and MVPHS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting.

At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

Alternatively, the Company may consider applying to transfer the Company’s securities to the Capital Market, provided it meets the Capital Market’s continued listing requirements.

The Company is working diligently to regain compliance with Nasdaq’s listing rules.

However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

On November 19, 2025, the Company received notices from Nasdaq indicating that the Company was no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) due to its failure to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 (the “MVLS Rule”), based upon a review of the Company’s MVLS for the last 30 consecutive business days and (ii) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the last 30 consecutive business days.

Nasdaq staff noted that the Company also does not meet the requirements under Listing Rule 5450(b)(3)(A), which requires the Company to have total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.

Under the Nasdaq rules, the Company was provided a period of 180 calendar days, or until May 18, 2026, in which to regain compliance with the MVLS Rule and MVPHS Rule.

On January 15, 2026, the Company received a notice from Nasdaq indicating that, based upon the closing bid price for the last 30 consecutive business days, the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) which requires listed securities to maintain a minimum bid price of $1 per share.

Under the Nasdaq rules, the Company has 180 calendar days, or until July 14, 2026, to regain compliance with the Bid Price Rule.

In the event the Company does not regain compliance during the initial compliance period, the Company may be eligible for additional time to regain compliance with the Bid Price Rule.

Under the Nasdaq rules, the Company was provided a period of 180 calendar days, or until July 14, 2026, in which to regain compliance with the Bid Price Rule.

On May 20, 2026, the Company received a notice from Nasdaq stating that the Company had not regained compliance with the MVLS Rule and the MVPHS Rule.

Accordingly, its securities were to be delisted from The Nasdaq Global Market.

Unless the Company requested an appeal of the determination before the Nasdaq Hearings Panel (the “Panel”) by May 27, 2026, trading of the Company’s securities would have been suspended at the opening of business on May 29, 2026, and a Form 25-NSE would have been filed with the SEC, which would have removed the Company’s securities from listing and registration on Nasdaq.

On May 26, 2026, the Company requested an appeal before the Panel.

The hearing request resulted in a stay of any suspension or delisting action pending the hearing.

A hearing was held before the Panel on June 30, 2026 during which the Company requested a phase-down to The Nasdaq Capital Market pursuant to an exception within which to evidence compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

On July 20, 2026, the Company received a notice from Nasdaq indicating that the Company had not regained compliance with the Bid Price Rule and was not eligible for a second 180-day extension to regain compliance with the Bid Price Rule.

The notice indicated that the Panel will consider this matter in their decision regarding the Company’s continued listing on Nasdaq and that the Company should present its view with respect to the additional deficiency to the Panel in writing no later than July 27, 2026.

The Company submitted a written response to the Panel regarding the additional deficiency on July 27, 2026.

On July 31, 2026, the Panel notified the Company that it determined to transfer the Company to The Nasdaq Capital Market effective August 4, 2026 and granted the Company an exception to regain compliance with the Nasdaq Listing Rules, subject to the following conditions:

(i) on or before August 7, 2026, the Company must file an application to transfer to The Nasdaq Capital Market;

and (ii) on or before August 28, 2026, the Company must demonstrate compliance with Listing Rule 5550(a)(2) by achieving a $1.00 closing bid price for at least ten (10) consecutive trading days.

On August 4, 2026, the Company submitted an application to transfer to The Nasdaq Capital Market.

On August 3, 2026, the Company held an annual meeting of stockholders at which its stockholders approved, among other things, a proposal authorizing the Company’s board of directors, at its discretion, to approve a reverse stock split of the Company’s common stock with a ratio of up to 1 -for-50 shares, for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company’s listing on Nasdaq.

The Company is working diligently to regain compliance with Nasdaq’s listing rules.

However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

On August 12, 2026, the Panel notified the Company that it granted a brief extension to demonstrate compliance with Listing Rule 5550(a)(2) by September 3, 2026.

February 2026 Public Offering

On February 18, 2026, the Company closed a best efforts public offering for the sale of (i) 8,270,000 shares of common stock, (ii) 5,543,000 pre-funded warrants to purchase up to 5,543,000 shares of common stock and (iii) 13,813,000 common stock purchase warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $ 0.29 per share (or $ 0.2899 per pre-funded warrant) and accompanying warrant (the “Offering”), for aggregate net proceeds of approximately $ 3.44 million after deducting the estimated offering expenses, including the placement agent fees.

On February 18, 2026, the Company closed a best efforts public offering for the sale of (i) 8,270,000 shares of common stock, (ii) 5,543,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 5,543,000 shares of common stock and (iii) 20,719,500 common stock purchase warrants (the “Common Stock Warrants”) to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $ 0.29 per share (or $ 0.2899 per pre-funded warrant) and accompanying warrant (the “Offering”), for aggregate net proceeds of approximately $ 3.44 million after deducting the estimated offering expenses, including the placement agent fees.

Each pre-funded warrant has an exercise price of $ 0.0001 per share upon issuance for one share of common stock and will not expire prior to exercise.

Each warrant has an exercise price of $ 0.29 per share, is exercisable upon issuance for one and a half shares of common stock, and will expire five years following the date of issuance.

Each warrant has a reduced exercise price of $ 0.18 per share, is exercisable upon issuance for one and a half shares of common stock, and will expire five years following the date of issuance.

The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.

Maxim Group LLC acted as the placement agent in connection with the Offering.

Maxim Group LLC (“Maxim”) acted as the placement agent in connection with the Offering.

In connection with the Offering, on February 17, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto.

1 unchanged sentence

The Company also agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing date of the Offering, subject to certain exceptions.

In connection with the Offering, on February 17, 2026, the Company entered into a placement agency agreement with Maxim Group LLC, as placement agent in connection with the Offering (the “Placement Agent”).

The Company paid the Placement Agent a cash fee of 8.0 % of the aggregate gross proceeds raised in the Offering.

The Company also agreed to reimburse the Placement Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the Offering in an aggregate amount up to $ 100,000 .

In addition, the Company issued to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 690,650 shares of common stock (representing 5.0 % of the number of shares of common stock sold in the Offering).

In connection with the Offering, on February 17, 2026, the Company entered into a placement agency agreement with Maxim, as placement agent in connection with the Offering.

The Company paid Maxim a cash fee of 8.0 % of the aggregate gross proceeds raised in the Offering.

The Company also agreed to reimburse Maxim for all reasonable out-of-pocket costs and expenses incurred in connection with the Offering in an aggregate amount up to $ 100,000 .

In addition, the Company issued to Maxim warrants (the “Placement Agent Warrants”) to purchase 690,650 shares of common stock (representing 5.0 % of the number of shares of common stock sold in the Offering).

The Placement Agent Warrants are immediately exercisable at an exercise price of $ 0.319 (or 110 % of the public offering price for the shares of common stock and common warrants offered in the Offering) and will expire on the fifth anniversary of the commencement of sales of the Offering.

June 2026 Warrant Inducement

On June 3, 2026, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder of its existing common stock warrants exercisable for an aggregate of 10,344,000 shares of its common stock (collectively, the “Existing Warrants”), to exercise its Existing Warrants at a reduced exercise price of $ 0.18 per share, in exchange for the Company’s agreement to issue new common stock warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $ 0.18 (the “New Black-Scholes Warrants”) and (ii) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $ 0.18 (the “New Change of Control Warrants” and, together with the New Black-Scholes Warrants, the “Inducement Warrants”) (the “Warrant Inducement”).

The aggregate gross proceeds from the exercise of the Existing Warrants were approximately $ 1,861,921 , before deducting financial advisory fees.

The fair value of the Inducement Warrants was $ 2,211,295 at inducement, or $ 0.18 per instrument.

In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated June 3, 2026, with Maxim, pursuant to which the Company agreed to pay Maxim for its services a cash fee of up to 8 % of the gross proceeds received by the Company in connection with the exercise of the Existing Warrants.

The Warrant Inducement, which resulted in the issuance of the Company’s common stock in exchange for the cash exercise of the Existing Warrants, is considered a modification of the Existing Warrants under the guidance of ASC 815-40.

The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Existing Warrants to cash exercise their warrants, resulting in the imminent exercise of the Existing Warrants, which raised equity capital and generated net proceeds for the Company.

As the Existing Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of $ 117,806 as an equity issuance cost.

The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Existing Warrants immediately before and after the warrant modification.

InnocsAI Acquisition

On May 17, 2026, the Company entered into a Merger Agreement (the “Original Merger Agreement”) with InnocsAI LLC, a Delaware limited liability company (“InnocsAI”), and NamChul Jung, in his capacity as the representative of the members of InnocsAI.

Under the Original Merger Agreement, the aggregate consideration payable to the members of InnocsAI consisted of (i) 1,600,000,000 shares of the Company’s common stock, valued at an issuance price of $ 0.20 per share (the “Closing Payment Shares”), and (ii) contingent value rights, on terms to be agreed upon by the parties, representing in the aggregate the right to receive 20 % of the net proceeds from any future strategic sale, out-license, transfer or other disposition of, or exit transaction involving, the assets acquired from InnocsAI.

Upon completion of the transactions contemplated by the Original Merger Agreement, all issued and outstanding membership interests of InnocsAI were to be canceled and automatically converted into the right to receive the Closing Payment Shares.

The assets to be acquired included a portfolio of oncology-focused biologic and cellular therapy programs centered on CAR-T and antibody-related technologies.

These technologies are designed to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen escape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression and lineage-restricted target coverage.

Chris Kim, the Company’s Chief Executive Officer and a member of its board of directors, is also a director of InnocsAI and the Chief Executive Officer and controlling member of Valetudo Therapeutics LLC, a member of InnocsAI.

On June 29, 2026, the Company, InnocsAI and Mr.

Jung amended and restated the Original Merger Agreement (as so amended and restated, the “Amended and Restated Merger Agreement”).

The Amended and Restated Merger Agreement revised the structure of the transaction to allow closing prior to obtaining stockholder approval and provided that the 1,600,000,000 shares of the Company’s common stock comprising the merger consideration would instead be paid in a combination of shares of common stock and shares of newly designated non-voting convertible preferred stock.

As contemplated by the Original Merger Agreement, and subject to the terms and conditions of the Amended and Restated Merger Agreement, InnocsAI would merge with and into a new wholly-owned Delaware subsidiary of the Company (“Merger Sub”), with InnocsAI ceasing to exist as a separate legal entity and Merger Sub continuing as the surviving entity (the “InnocsAI Merger”).

Pursuant to the Amended and Restated Merger Agreement, upon completion of the InnocsAI Merger, the members of InnocsAI would receive shares of the Company’s common stock up to the maximum number that could be issued without prior stockholder approval under applicable Nasdaq listing rules (or an estimated 19.99% of the outstanding common stock immediately prior to the closing of the InnocsAI Merger).

The balance of the merger consideration would be paid in shares of the Company’s newly designated Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), having the rights, preferences, powers and privileges set forth in the applicable Certificate of Designation (as defined below).

Each share of Series A Preferred Stock would be convertible into 10,000 shares of common stock.

The Series A Preferred Stock would not become convertible unless and until the Company obtained stockholder approval for the issuance of the underlying shares of common stock to the extent required under applicable Nasdaq listing rules.

On July 2, 2026, the InnocsAI Merger was completed, pursuant to which the Company acquired InnocsAI.

In connection with the closing of the InnocsAI Merger, the Company issued to the former members of InnocsAI an aggregate of 11,188,729 shares of common stock and an aggregate of 158,881.1271 shares of Series A Preferred Stock.

Pursuant to the Amended and Restated Merger Agreement, the Company acquired InnocsAI which is primarily composed of intangible assets (i.e., its portfolio of oncology-focused biologic and cellular therapy program).

The InnocsAI Merger is considered an asset acquisition under ASC 805 as it does not meet the definition of a business since substantially all of the fair value of the assets acquired are concentrated in a group of similarly identifiable assets.

Furthermore, the InnocsAI Merger was deemed to be an asset acquisition as InnocsAI did not meet the definition of a business under SEC Rule 11-01(d) of Regulation S-X (“Rule 11-01 (d)”), where a business, for purposes of Rule 11-01 (d), is identified by the continuity of operations before and after the transaction.

InnocsAI has no substantive revenue producing activities, employee base, sales force, customer base, operating rights or production techniques, thus, not meeting the definition of a business under Rule 11-01 (d).

On June 29, 2026, in connection with the Amended and Restated Merger Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the existing members of InnocsAI, pursuant to which the Company has agreed to provide such holders with “piggy-back” and Form S-3 registration rights, covering shares of common stock (including shares issuable upon conversion of preferred stock) received in the InnocsAI Merger.

The Company has agreed to bear the registration expenses.

On June 29, 2026, in connection with the Amended and Restated Merger Agreement, InnocsAI, for the benefit of the Company and its affiliates, successors and subsidiaries, entered into a non-competition and non-solicitation agreement (the “Non-Compete Agreement”) with certain key employees of InnocsAI, pursuant to which each subject party has agreed not to compete with or solicit the employees, customers, or suppliers of InnocsAI and its affiliates for two years after the merger closing, and to maintain confidentiality regarding company information.

Liquidity and Capital Resources

The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year after the date that the condensed consolidated financial statements are issued.

Through March 31, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing and the Offering (as described below).

As of March 31, 2026, the Company had $ 1,907,674 of cash in its bank accounts.

As of March 31, 2026 and December 31, 2025, there was $ 1,442,500 of related party debts, which are included in short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets (see Note 4).

The Company has an accumulated deficit of $ 39,995,447 as of March 31, 2026.

The Company had a loss from operations and net loss of $ 1,100,898 and $ 1,123,714 , respectively, for the three months ended March 31, 2026.

The Company had a loss from operations and net loss of $ 264,220 and $ 327,526 , respectively, for the three months ended March 31, 2025.

Through June 30, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers, the PIPE Financing, the Offering and the Warrant Inducement.

As of June 30, 2026, the Company had $ 3,017,096 of cash in its bank accounts.

As of June 30, 2026 and December 31, 2025, there was $ 1,442,500 of related party debts, which are included in short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets (see Note 4).

The Company has an accumulated deficit of $ 41,402,706 as of June 30, 2026.

The Company had a loss from operations and net loss of $ 2,479,806 and $ 2,530,973 , respectively, for the six months ended June 30, 2026.

The Company had a loss from operations and net loss of $ 1,378,908 and $ 1,407,259 , respectively, for the three months ended June 30, 2026.

On February 18, 2026, the Company completed a “best efforts” public offering of (i) 8,270,000 shares of its common stock, (ii) 5,543,000 Pre-Funded Warrants to purchase up to 5,543,000 shares of common stock and (ii) 20,719,500 Common Stock Warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $ 0.29 per share (or $ 0.2899 per Pre-Funded Warrant) and accompanying warrant.

In connection with the Offering, the Company received net proceeds of approximately $ 3.44 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

In connection with the Offering, the Company received net proceeds of $ 3,444,427 , after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

On June 3, 2026, the Company entered into the Inducement Letter Agreement with a holder of its Existing Warrants to exercise 10,344,000 of its Existing Warrants at a reduced exercise price of $ 0.18 per share for an aggregate of 10,344,000 shares of its common stock.

In connection with the Warrant Inducement, the Company received net proceeds of $ 1,622,967 , after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements—Going Concern , management has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the accompanying unaudited condensed consolidated financial statements are issued.

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GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025 (the “Annual Financial Statements”).

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of March 31, 2026, its results of operations for the three months ended March 31, 2026 and 2025, its cash flows for the three months ended March 31, 2026 and 2025, and its changes in stockholders’ deficit for the three months ended March 31, 2026 and 2025.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of June 30, 2026, its results of operations for the three and six months ended June 30, 2026 and 2025, its cash flows for the six months ended June 30, 2026 and 2025, and its changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2026 and 2025.

Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future period.

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Emerging Growth Company Status

attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 stockholder approval of any golden parachute payments not previously approved.

After the closing of the Business Combination, the Company has elected to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 stockholder 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards.

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This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company will cease to be an emerging growth company upon the earliest of (1) December 31, 2026;

(2) the first fiscal year after annual gross revenues are $1.235 billion or more;

(3) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities;

or (4) the date on which the Company is deemed to be a “large accelerated filer” under the Exchange Act.

Smaller Reporting Company

The Company is a “smaller reporting company” meaning that the market value of its stock held by non-affiliates is less than $700 million as of the most recently completed second fiscal quarter and the annual revenue was less than $100 million during the most recently completed fiscal year.

The Company may continue to be a smaller reporting company if either (i) the market value of its stock held by nonaffiliates is less than $250 million or (ii) annual revenue was less than $100 million during the most recently completed fiscal year and the market value of its stock held by non-affiliates is less than $700 million as of the most recently completed second fiscal quarter.

As a smaller reporting company, the Company is permitted and intends to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.

Use of Estimates

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Further, the CODM reviews and utilizes functional expenses (general and administrative and research and development) to manage the Company’s operations.

The Company’s general and administrative expenses for the three months ended March 31, 2026 and 2025 included $ 60,500 and $ 37,500 , respectively, of compensation expenses related to the compensation agreement the Company has executed with its Chief Executive Officer.

The Company’s general and administrative expenses for the three months ended June 30, 2026 and 2025 included $ 73,699 and $ 37,500 , respectively, of compensation expenses related to the compensation agreements the Company has with its executive team.

The Company’s general and administrative expenses

for the six months ended June 30, 2026 and 2025 included $ 134,199 and $ 75,000 , respectively, of compensation expenses related to the compensation agreement the Company has with its executive team.

The remaining general and administrative expenses are related to legal and accounting-related expenses for contractors.

The Company’s research and development expenses did not include any compensation-related expenses.

Other segment items included in net loss are interest expense, related parties and interest income which are reflected in the Company’s unaudited condensed consolidated statements of operations.

Other segment items included in net (loss) income are interest expense, related parties and interest income which are reflected in the Company’s unaudited condensed consolidated statements of operations.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which can exceed government insured limits.

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2026 and December 31, 2025.

The Company did no t have any cash equivalents as of June 30, 2026 and December 31, 2025.

Fair Value of Financial Instruments

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The fair value of the warrant liability reported in the Company’s unaudited condensed consolidated balance sheets represent a Level 3 instrument (see Note 8).

The carrying values reported in the Company’s unaudited condensed consolidated balance sheets for prepaid expenses and other current assets, due from related party, accounts payable and accrued expenses, accrued interest, short-term debt with related parties, due to related parties and its deferred underwriting fee payable are reasonable estimates of their fair values due to the short-term nature of these items.

The carrying values reported in the Company’s unaudited condensed consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses, accrued interest with related parties, short-term debt with related parties, due to related parties, settlement payable and its deferred underwriting fee payable are reasonable estimates of their fair values due to the short-term nature of these items.

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 ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”).

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This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding.

As of March 31, 2026, 13,813,000 of the Company’s Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.

As of June 30, 2026, 20,688,000 Inducement Warrants, 9,625,500 Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public

Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.

For issued or modified 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.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying condensed consolidated statements of operations.

Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed consolidated statements of operations.

The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required.

During the three months ended March 31, 2026, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $ 4,178 .

During the three months ended March 31, 2025, the Company had no unrealized gain or loss on the change in fair value of the warrant liabilities.

Net Loss per Share of Common Stock

During the three and six months ended June 30, 2026, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $ 29,245 and $ 33,423 , respectively.

During the three and six months ended June 30, 2025, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $ 116,894 .

Net (Loss) Income per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share .

The Company has one class of common stock.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive.

Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined by using the treasury stock method.

Dilutive common stock equivalents are comprised of 19,598,273 warrants, comprised of 13,813,000 Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public Warrants.

For all periods

presented, there is no difference in the number of shares used to calculated basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive given that their inclusion would reduce the net loss per share during the three months ended March 31, 2026 and 2025.

Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive.

Diluted net (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined by using the treasury stock method.

Dilutive common stock equivalents consisted of 36,934,328 warrants, comprising of 20,688,000 Inducement Warrants, 9,625,500 Common Stock Warrants, 690,650 Placement Agent Warrants, 5,094,623 Public Warrants and 835,555 private placement warrants.

For all periods presented, there is no difference in the number of shares used to calculated basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive given that their inclusion would reduce the net (loss) income per share during the three and six months ended June 30, 2026 and 2025.

Research and Development Expenses

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The Company recognizes accrued interest and penalties related to unrecognized tax positions as income tax expense.

There were no unrecognized tax positions, and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

There were no unrecognized tax positions, 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.

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These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

No unrecognized tax benefits were identified as of March 31, 2026 or December 31, 2025.

No unrecognized tax benefits were identified as of June 30, 2026 or December 31, 2025.

Recently Issued Accounting Pronouncements – Not Yet Adopted

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The amendments in this ASU do not change or remove current expense disclosure requirements;

however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as

the other disaggregation requirements in the amendments.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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(the “CD47 License”), whereby, effective March 31, 2023, the Company received an exclusive license to develop and commercialize products for the CD47 immune checkpoint inhibitor to treat solid cancers, and companion diagnostics used to monitor treatment with CD47 products (collectively, “CD47 Products”), from Curis Biotech Holdings LLC, the parent company of Valetudo, a related party of the Company, in exchange for 78,555,554 of Liminatus’ Class A member units.

The license was recorded at Valetudo’s cost basis of zero, and the Company recorded an approximately $ 800,000 Class A membership interest with an offset to additional paid-in capital on the balance sheets.

The Company is obligated to pay all development costs for CD47 Products.

On February 20, 2026, the Company issued a payment of $ 1,000,000 to Innobation for the total estimated costs associated with the preparation activities for Phase 1 clinical trials of IBA101, the Company’s product candidate.

As of March 31, 2026, the Company estimated approximately 40 % of the activities were completed.

As of March 31, 2026 and December 31, 2025, prepaid research and development costs of $ 600,000 and $ 0 , respectively, are recorded in prepaid and other current assets in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, research and development expense related to the CD47 License was $ 400,000 and $ 0 , respectively.

As of June 30, 2026, the Company has completed the preparation activities for Phase 1 clinical trials.

For the three months ended June 30, 2026 and 2025, research and development expense related to the CD47 License was $ 600,000 and $ 0 , respectively.

For the six months ended June 30, 2026 and 2025, research and development expense related to the CD47 License was $ 1,000,000 and $ 0 , respectively.

Related Party Transactions

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal and accrued interest on the Feelux Bonds, totaling $ 10,681,146 , and 9,999,999 member units of Liminatus were converted into 4,000,000 shares of the Company’s common stock.

As of March 31, 2026 and December 31, 2025, there was no outstanding balance on the Feelux Bonds.

As of March 31, 2026 and December 31, 2025, there was no accrued interest on the Feelux Bonds.

For the three months ended March 31, 2026 and 2025, the Company recorded $ 0 and $ 26,251 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

As of June 30, 2026 and December 31, 2025, there was no outstanding balance on the Feelux Bonds.

As of June 30, 2026 and December 31, 2025, there was no accrued interest on the Feelux Bonds.

For the three months ended June 30, 2026 and 2025, the Company recorded $ 0 and $ 8,772 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

For the six months ended June 30, 2026 and 2025, the Company recorded $ 0 and $ 35,023 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

Car-Tcellkor Loan

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 800,000 was forgiven.

As of March 31, 2026 and December 31, 2025, there was no outstanding balance on the Car-Tcellkor Loan.

As of June 30, 2026 and December 31, 2025, there was no outstanding balance on the Car-Tcellkor Loan.

Valetudo Loans

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On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 750,000 , along with accrued interest, of the Valetudo August 2023 Loans was converted into common stock of the Company.

As of March 31, 2026 and December 31, 2025, the loans from Valetudo of $ 450,000 are recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Valetudo was $ 117,058 and $ 113,308 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Valetudo loans was $ 3,750 and $ 24,000 , respectively.

As of June 30, 2026 and December 31, 2025, the loans from Valetudo of $ 450,000 are recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of June 30, 2026 and December 31, 2025, the related accrued interest of the loans from Valetudo was $ 120,850 and $ 113,308 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2026 and 2025, interest expense related to the Valetudo loans was $ 3,792 and $ 10,542 , respectively.

For the six months ended June 30, 2026 and 2025, interest expense related to the Valetudo loans was $ 7,542 and $ 34,542 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 1,000,000 , along with accrued interest, of the Ewon December 2023 Loan was converted into common stock of the Company.

As of March 31, 2026 and December 31, 2025, there was no outstanding balance on the Ewon.

As of March 31, 2026 and December 31, 2025, there was no accrued interest on the loans from Ewon.

For the three months ended March 31, 2026 and 2025, interest expense related to the Ewon loans was $ 0 and $ 11,000 , respectively.

As of June 30, 2026 and December 31, 2025, there was no outstanding balance on the loans from Ewon.

As of June 30, 2026 and December 31, 2025, there was no accrued interest on the loans from Ewon.

For the three months ended June 30, 2026 and 2025, interest expense related to the Ewon loans was $ 0 and $ 3,667 , respectively.

For the six months ended June 30, 2026 and 2025, interest expense related to the Ewon loans was $ 0 and $ 14,667 , respectively.

Prophase Loans

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 3,627,000 , along with accrued interest, on the Prophase April 2025 Loans was converted into common stock of the Company.

As of March 31, 2026 and December 31, 2025, the balance of the Prophase loans is $ 742,500 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Prophase was $ 90,421 and $ 79,283 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Prophase Loans was $ 11,138 and $ 26,787 , respectively.

As of June 30, 2026 and December 31, 2025, the balance of the Prophase loans is $ 742,500 .

As of June 30, 2026 and December 31, 2025, the related accrued interest of the loans from Prophase was $ 101,682 and $ 79,283 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2026 and 2025, interest expense related to the Prophase Loans was $ 11,261 and $ 27,516 , respectively.

For the six months ended June 30, 2026 and 2025, interest expense related to the Prophase Loans was $ 22,399 and $ 54,303 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 800,000 , along with accrued interest, of the Hana Loans was converted into common stock of the Company.

As of March 31, 2026 and December 31, 2025, the balance of the Hana Loans is $ 50,000 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Hana was $ 2,792 and $ 2,042 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Hana Loans was $ 750 and $ 12,750 , respectively.

As of June 30, 2026 and December 31, 2025, the balance of the Hana Loans is $ 50,000 .

As of June 30, 2026 and December 31, 2025, the related accrued interest of the loans from Hana was $ 3,550 and $ 2,042 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2026 and 2025, interest expense related to the Hana Loans was $ 758 and $ 4,758 , respectively.

For the six months ended June 30, 2026 and 2025, interest expense related to the Hana Loans was $ 1,508 and $ 17,508 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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On November 27, 2024, the Company borrowed an additional $ 300,000 from Amantes (the “Additional Amantes Loan”) (together with the Amantes Loan, the “Amantes November 2024 Loans”).

The Amantes November 2024 Loans bear interest at 6 % per annum and are due on January 1, 2025.

The Amantes November 2024 Loans bear interest at 6 % per annum and were due on January 1, 2025.

On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 550,000 , along with accrued interest, on the Amantes November 2024 Loans was converted into common stock of the Company.

On January 2, 2025 and January 23, 2025, the Company borrowed a total of $ 300,000 from Amantes, pursuant to loan agreements between the Company and Amantes (the “Amantes January 2025 Loans”).

The Amantes January 2025 Loans bear interest at 6 % per annum and are due on March 1, 2025 and March 22, 2025, respectively, which may be extended upon mutual agreement of the parties.

The Amantes January 2025 Loans bear interest at 6 % per annum and were due on March 1, 2025 and March 22, 2025, respectively, which may be extended upon mutual agreement of the parties.

On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 250,000 , along with accrued interest, on the Amantes January 2025 Loans was converted into common stock of the Company.

As of March 31, 2026 and December 31, 2025, the balance of the Amantes Loans is $ 200,000 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Amantes was $ 12,287 and $ 9,288 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Amantes Loans was $ 3,000 and $ 14,724 , respectively.

As of June 30, 2026 and December 31, 2025, the balance of the Amantes Loans is $ 200,000 .

As of June 30, 2026 and December 31, 2025, the related accrued interest of the loans from Amantes was $ 15,321 and $ 9,288 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2026 and 2025, interest expense related to the Amantes Loans was $ 3,033 and $ 7,033 , respectively.

For the six months ended June 30, 2026 and 2025, interest expense related to the Amantes Loans was $ 6,033 and $ 21,758 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

Due to Related Party

As of March 31, 2026 and December 31, 2025, the Company has $ 194,587 and $ 209,586 , respectively, due to the Company’s executive team for compensation under their employment agreements.

Outstanding debt classified as short-term debt as of March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

As of June 30, 2026 and December 31, 2025, the Company has $ 201,431 and $ 209,586 , respectively, due to the Company’s executive team for compensation under their employment agreements.

Outstanding debt classified as short-term debt as of June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026

December 31, 2025

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Short-term debt, related parties

As of March 31, 2026 and December 31, 2025, the Company’s outstanding debt agreements are all past due and are classified as current in the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, the Company’s outstanding debt agreements are all past due and are classified as current in the accompanying unaudited condensed consolidated balance sheets.

All of the loans are with related parties (see Note 4).

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Accordingly, none of these notes are considered to be in default.

Stockholders’ Equity

In connection with the Business Company, the Company’s certificate of incorporation was amended and restated to designate two classes of stock;

Stockholders’ Equity (Deficit)

In connection with the Business Combination, the Company’s certificate of incorporation was amended and restated to designate two classes of stock;

preferred and common stock.

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Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights will be stated and expressed in such resolutions.

There were zero preferred shares outstanding as of March 31, 2026 and December 31, 2025.

There were zero preferred shares outstanding as of June 30, 2026 and December 31, 2025.

On July 2, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), which sets forth the rights, preferences, and privileges of the Series A Preferred Stock.

One hundred sixty thousand ( 160,000 ) shares of Series A Preferred Stock were authorized under the Certificate of Designation.

Each share of Series A Preferred Stock will be convertible, at the option of the holder thereof, into 10,000 shares of the Company’s common stock, subject to adjustment.

The Series A Preferred Stock may not be converted into shares of the Company’s common stock unless and until the Company’s stockholders approve the issuance of common stock upon conversion of the Series A Preferred Stock in accordance with the applicable Nasdaq listing rules.

Holders of the Series A Preferred Stock shall be entitled to receive dividends, on an as-if convertible basis, of any dividends payable on the Company’s common stock.

The Series A Preferred Stock ranks on parity with the common stock.

In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series A Preferred Stock shall be entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on the Company’s common stock issuable upon conversion of the Series A Preferred Stock, determined on an as-converted basis.

Other than those rights provided by law or the Certificate of Designation, the Series A Preferred Stock has no voting rights.

The Series A Preferred Stock is not redeemable.

The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $ 0.0001 per share.

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On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025 had a fair value of $ 7,245,000 .

On February 6, 2026, the Company entered into a settlement and release agreement with the Holder (as defined in Note 7), pursuant to which the Company agreed to issue 4,000,000 shares of its common stock to the Holder in exchange for the surrender and cancellation of 805,377 warrants to purchase shares of common stock held by the Holder.

On February 6, 2026, the Company entered into a settlement and release agreement with Clear Street (as defined in Note 7), pursuant to which the Company agreed to issue 4,000,000 shares of its common stock to Clear Street in exchange for the surrender and cancellation of 805,377 warrants to purchase shares of common stock held by Clear Street.

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Placement Agent Warrants

The amount allocated to the common stock and Pre-Funded Warrants was recorded in common stock at par value and the excess over par value in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2026.

The amounts allocated to the Common Stock Warrants and Placement Agent Warrants were recorded in additional paid-in capital as the Common Stock Warrants and Placement Agent Warrants are equity-classified instruments.

Issuance costs, including placement agent fees, legal fees and accountant related expenses were recorded as reduction to additional paid-in capital in proportion to the allocation of proceeds between the equity instruments issued, as summarized above.

On February 19, 2026, the remaining 1,262,000 Pre-Funded Warrants were exercised and converted into 1,262,000 shares of common stock.

As of March 31, 2026 and December 31, 2025, there were 44,877,633 and 27,064,633 shares of common stock issued and outstanding, respectively.

On February 19, 2026, the remaining 1,262,000 Pre-Funded Warrants were exercised for a nominal amount and converted into 1,262,000 shares of common stock.

On May 21, 2026, a holder of the Company’s Common Stock Warrants exercised a total of 750,000 warrants and received 750,000 shares of common stock.

The aggregate gross proceeds from the exercise of the Common Stock Warrants was $ 217,500 .

On June 3, 2026, the Company entered into a warrant exercise inducement offer letter with a holder to exercise 10,344,000 of its Existing Warrants at a reduced exercise price of $ 0.18 per share, in exchange for the Company’s agreement to issue the Inducement Warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) 10,344,000 New Black-Scholes Warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $ 0.18 and (ii) New Change of Control Warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $ 0.18 .

The Company allocated the Warrant Inducement proceeds between the common stock, New Black-Scholes Warrants and New Change of Control Warrants based on their relative fair values in accordance with ASC 505, Equity .

The fair value of the common stock, New Black-Scholes Warrants and New Change of Control Warrants was estimated using a Black-Scholes option pricing model with the following assumptions:

Expected volatility

Risk-free interest rate

Dividend yield

Expected life of warrants (years)

The Warrant Inducement proceeds and related issuance costs were allocated to the common stock, New Black-Scholes Warrants and New Change of Control Warrants as follows:

Gross Proceeds

Issuance Costs

New Black-Scholes Warrants

New Change of Control Warrants

As of June 30, 2026 and December 31, 2025, there were 55,971,633 and 27,064,633 shares of common stock issued and outstanding, respectively.

Holders of the Company’s common stock are entitled to one vote for each share held of record, on all matters submitted to a vote of stockholders.

Additionally, holders of common stock have dividend rights, in the event of a declared dividend declared by the Company’s Board of Directors, and liquidation rights, in the event of an involuntary or voluntary event of liquidation that allow for the Company’s common stockholders to receive all remaining assets of the Company, after payments of debts and other liabilities.

As of March 31, 2026, 5,094,623 Public Warrants and 835,555 private placement warrants (together, the “Warrants”) were outstanding.

As of June 30, 2026, 5,094,623 Public Warrants and 835,555 private placement warrants (together, the “Warrants”) were outstanding.

Each Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share.

fractional shares will be issued upon exercise of the Warrants.

No fractional shares will be issued upon exercise of the Warrants.

The Company may elect to redeem the Public Warrants, in whole and not in part at a price of $ 0.01 per Warrant if (i) 30 days ’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis.

As of March 31, 2026, 13,813,000 Common Stock Warrants were outstanding.

Each Common Stock Warrant entitles the holder to purchase one and a half shares of the Company’s common stock at a price of $ 0.29 per share and will expire five years following the date of issuance.

As of June 30, 2026, 9,625,500 Common Stock Warrants were outstanding.

Each Common Stock Warrant entitles the holder to purchase one and a half shares of the Company’s common stock at a reduced exercise price of $ 0.18 per share and will expire five years following the date of issuance.

No fractional shares will be issued upon exercise of the Common Stock Warrants.

As of March 31, 2026, 690,650 Placement Agent Warrants were outstanding.

As of June 30, 2026, 690,650 Placement Agent Warrants were outstanding.

Each Placement Agent Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 0.319 per share and will expire five years following the date of issuance.

No fractional shares will be issued upon exercise of the Placement Agent Warrants.

As of June 30, 2026, 20,688,000 Inducement Warrants were outstanding.

Each Inducement Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 0.18 per share and will expire five years following the date of issuance.

No fractional shares will be issued upon exercise of the Inducement Warrants.

Commitments and Contingencies

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The Company has made the short-term lease election and recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

For the three months ended March 31, 2026, lease expense related to the short-term lease was $ 22,272 .

For the three months ended March 31, 2025, there was no lease expense related to the short-term lease.

For the three months ended June 30, 2026 and 2025, lease expense related to the short-term lease was $ 9,223 and $ 0 , respectively.

For the six months ended June 30, 2026 and 2025, lease expense related to the short-term lease was $ 31,495 and $ 0 , respectively.

Legal Proceedings

On February 6, 2026, the Company entered into a settlement and release agreement with Clear Street LLC (the “Holder”), pursuant to which the Company agreed to issue 4,000,000 shares of its common stock to the Holder in exchange for the surrender and cancellation of 805,377 warrants to purchase shares of common stock held by the Holder.

On February 6, 2026, the Company entered into a settlement and release agreement with Clear Street LLC (“Clear Street”), pursuant to which the Company agreed to issue 4,000,000 shares of its common stock to Clear Street in exchange for the surrender and cancellation of 805,377 warrants to purchase shares of common stock held by Clear Street.

As of December 31, 2025, the Company determined this represented a Type I subsequent event in accordance with the guidance of ASC 855, Subsequent Events (“ASC 855”), in which the Company obtained additional evidence about conditions that existed at the date of the consolidated balance sheets.

The Company estimated a settlement of $ 7,360,000 , which was calculated using the fair value of the Company’s common stock on February 6, 2026, which was the day that stock was issued to the Holder.

As of March 31, 2026 and December 31, 2025, the Company’s settlement payable was $ 0 and $ 7,360,000 , respectively, which is included in settlement payable in the Company’s unaudited condensed consolidated balance sheets.

Pursuant to the Settlement Agreement, the Company and the Holder agreed to dismiss (a) an action pending in the United States District Court for the Central District of California and (b) an action pending in the United States District Court for the Southern District of New York, in which previously the Court entered a default judgment against the Company in the amount of $ 7,500,000 plus approximately $ 515,000 in interest, which judgment was registered in the Central District of California in the fourth quarter of 2025.

As of June 30, 2026 and December 31, 2025, the Company’s settlement payable was $ 0 and $ 7,360,000 , respectively, which is included in settlement payable in the Company’s unaudited condensed consolidated balance sheets.

Pursuant to the settlement agreement, the Company and Clear Street agreed to dismiss (a) an action pending in the United States District Court for the Central District of California and (b) an action pending in the United States District Court for the Southern District of New York, in which previously the Court entered a default judgment against the Company in the amount of $ 7,500,000 plus approximately $ 515,000 in interest, which judgment was registered in the Central District of California in the fourth quarter of 2025.

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims other than those already disclosed.

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On October 11, 2023, Iris executed a fee reduction agreement with the underwriters to reduce the deferred underwriting discount of $ 9,660,000 to $ 8,000,000 in the event the Business Combination was consummated.

Pursuant to the terms of the agreement, the

reduced deferred underwriting discount was payable by the Iris to the underwriters in $ 1,000,000 cash and $ 7,000,000 of the common equity securities of the public entity that survives the transaction.

Pursuant to the terms of the agreement, the reduced deferred underwriting discount was payable by the Iris to the underwriters in $ 1,000,000 cash and $ 7,000,000 of the common equity securities of the public entity that survives the transaction.

The share price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares.

2 unchanged sentences

The remaining $ 500,000 was to be settled upon the earlier of the consummation of the combined company’s next share offering, or in six months from the closing date of the Business Combination.

As of March 31, 2026, the deferred underwriting fee payable was $ 500,000 , which is included in deferred underwriting fee payable in the Company’s unaudited condensed consolidated balance sheets.

As of June 30, 2026, the deferred underwriting fee payable was $ 500,000 , which is included in deferred underwriting fee payable in the Company’s unaudited condensed consolidated balance sheets.

On April 30, 2025, the Company settled Iris’ liabilities for $ 7,000,000 of the deferred underwriting fees incurred prior to the Closing Date for 700,000 shares of common stock to the underwriters in Iris’s initial public offering.

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On October 27, 2025, six months from the closing date of the Business Combination, the remaining $ 500,000 underwriting fee became due.

As of the date of this Form 10-Q, the $ 500,000 underwriting fees remains unpaid.

As of the date of this report, the $ 500,000 underwriting fees remains unpaid.

Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:

March 31, 2026

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:

June 30, 2026

December 31, 2025

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The Company’s private placement warrants meet the requirements for liability classification.

The fair value of the warrant liabilities were determined using observable data points, such as the fair value of the public warrants as of March 31, 2026 and December 31, 2025.

The fair value of the warrant liabilities were determined using observable data points, such as the fair value of the public warrants as of June 30, 2026 and December 31, 2025.

The Company further considered specific unobservable inputs, such as the probability and timing of events and the expected equity value of the underlying shares.

The changes in fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 are as follows:

The changes in fair value of Level 3 financial assets and liabilities for the six months ended June 30, 2026 are as follows:

Warrant liability

1 unchanged sentence

Change in fair value

Fair value as of March 31, 2026

Fair value as of June 30, 2026

The changes in fair value of Level 3 financial assets and liabilities for the six months ended June 30, 2025 are as follows:

Warrant liability

Fair value as of January 1, 2025

Change in fair value

Fair value as of June 30, 2025

Subsequent Events

The Company has completed an evaluation of all subsequent events through the date of this filing to ensure that these unaudited condensed consolidated financial statements include appropriate disclosure of events both recognized in the unaudited condensed consolidated financial statements and events which occurred but were not recognized in the unaudited condensed consolidated financial statements.

No subsequent events were identified other than those already described within the footnotes above.

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