What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-02-27 · 263 added, 97 removed, 650 unchanged (36% of the section changed)

18 unchanged sentences

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has a history of net operating losses and negative cash flows from operating activities and has cash and cash equivalents of approximately $16 million as of December 31, 2025.

These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

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New York, New York

February 27, 2025

March 12, 2026

LISATA THERAPEUTICS, INC.

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Cumulative translation adjustment arising during the period 40 ( 40 )

Total other comprehensive loss ( 39 ) ( 13 )

Total other comprehensive income (loss) 44 ( 39 )

Comprehensive loss ( 16,542 ) ( 20,024 )

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Loss from equity method investment — 130

Loss on disposal of fixed assets — 3

Impairment of non-financial asset 127 —

Amortization/accretion on marketable securities ( 75 ) ( 455 )

Allowance for credit losses 500 —

Changes in operating assets and liabilities:

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Investment in Impilo Therapeutics — ( 130 )

Purchases of property and equipment ( 28 ) —

Net cash provided by investing activities 15,086 13,233

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Net proceeds from issuance of common stock 844 68

Net cash (used in) provided by financing activities ( 206 ) 385

Net cash provided by (used in) financing activities 599 ( 206 )

Effect of exchange rate changes on cash 11 ( 55 )

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Lisata Therapeutics, Inc.

(together with its subsidiaries, the “Company”) is a clinical-stage pharmaceutical company dedicated to the discovery, development, and commercialization of innovative therapies for the treatment of solid tumors and other major diseases.

The Company's investigational product, certepetide (formerly known as LSTA1 or CEND-1), is designed to activate a novel uptake pathway that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to target and penetrate solid tumors more effectively.

The Company's investigational product, certepetide (formerly known as LSTA1 or CEND-1), is designed to activate a novel uptake pathway (the C-end rule active transport mechanism) that allows co-administered or tethered (i.e., molecularly bound) anti-cancer drugs to target and penetrate solid tumors more effectively.

Certepetide actuates this active transport system in a tumor-specific manner, resulting in systemically co-administered anti-cancer drugs more efficiently penetrating and accumulating in the tumor, while normal tissues are expected to remain unaffected.

Certepetide has also been shown to modify the tumor microenvironment (“TME”) by reducing T-regulatory cells and augmenting cytotoxic T cells, thereby making tumors more susceptible to immunotherapies while also inhibiting the metastatic cascade (i.e., the spread of cancer to other parts of the body).

The Company and its collaborators have amassed significant non-clinical data demonstrating enhanced delivery of a range of existing and emerging anti-cancer therapies, including chemotherapeutics, immunotherapies, and RNA-based therapeutics.

To date, certepetide has also demonstrated favorable safety, tolerability and activity in completed and ongoing clinical trials designed to enhance delivery of standard-of-care chemotherapy for pancreatic cancer.

The Company is exploring certepetide as a means to enable a variety of treatment modalities to treat a range of solid tumors more effectively.

Currently, certepetide is the subject of several Phase 2 clinical studies being conducted globally in a variety of solid tumor types, including metastatic pancreatic ductal adenocarcinoma (mPDAC), cholangiocarcinoma, appendiceal cancer, colon cancer and glioblastoma multiforme in combination with a variety of anti-cancer regimens.

The Company's leadership team has decades of collective biopharmaceutical and pharmaceutical product development experience across a variety of therapeutic categories and at all stages of development from preclinical through to product registration and launch.

The Company, its collaborators and other researchers have amassed and continue to amass significant non-clinical data demonstrating enhanced delivery of a range of existing and emerging anti-cancer therapies, including chemotherapeutics, immunotherapies, and RNA-based therapeutics.

In addition, certain preclinical data using certepetide in combination with antibody drug conjugates (ADCs) has been generated as part of the Company’s research collaboration with Catalent.

These data were presented recently at a scientific meeting during the fourth quarter of 2025.

Certepetide is or has been the subject of several Phase 2 clinical studies globally in a variety of solid tumor types, including metastatic pancreatic ductal adenocarcinoma (mPDAC), cholangiocarcinoma, appendiceal cancer, colon cancer and glioblastoma multiforme in combination with a variety of anti-cancer regimens.

The Company's leadership team has amassed many decades of collective biopharmaceutical and pharmaceutical product development experience across a variety of therapeutic categories and at all stages of development from preclinical through to product registration and launch.

The Company's goal is to develop and commercialize products that address important unmet medical needs.

Liquidity and Capital Resources

The Company has a history of net operating losses and negative cash flows from its operating activities, and has cash and cash equivalents of approximately $ 16.0 million as of December 31, 2025.

The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its products currently in development.

To manage capital for operating needs in the short-term, as previously disclosed, the Company has delayed commencement of certain readiness activities for its planned Phase 3 study in metastatic pancreatic ductal adenocarcinoma (mPDAC), particularly those related to chemistry, manufacturing and controls (“CMC”).

The Company’s ongoing trials continue to progress as planned.

The Company’s continued operations are dependent on its ability to raise additional funding.

Based on its current business plan and current capital resources, combined with the need to raise additional funding and the uncertainty regarding the availability of such additional funding, management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months after the date these consolidated financial statements are issued.

Management's plans to alleviate the conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern include obtaining additional funding through equity or debt offerings and/or pursuing collaboration or licensing arrangements.

However, additional funding may not be available on terms acceptable to the Company or at all.

The Company may also continue to reduce current spending requirements where necessary.

If, for any reason, the Company utilizes its capital resources more quickly than anticipated or is unable to obtain additional funding on a timely basis, it may be required to revise its business plan and strategy.

This may result in the Company significantly curtailing, delaying or discontinuing its research and development programs.

As a result, the Company’s business, financial condition, and results of operations could be materially affected.

The accompanying consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may be necessary if the Company were unable to continue as a going concern.

Proposed Acquisition by Kuva Labs Inc.

On March 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kuva Labs Inc.

(“Kuva”), and Kuva Acquisition Corp., a wholly owned subsidiary of Kuva (“Purchaser”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock, par value $ 0.001 per share (the “Common Shares”), of the Company in exchange for (i) $ 5.00 per Common Share, net to the seller in cash, without interest, but subject to any applicable withholding of taxes (the “Closing Amount”) plus (ii) one non-tradeable contingent value right (each, a “CVR”), which represents the contractual right to receive a contingent cash payment of $ 1.00 per CVR if a New Drug Application or similar registration is filed or formally accepted for review by the FDA or any governmental authority in any jurisdiction with respect to any pharmaceutical product that contains or incorporates the product candidate referred to as of the date of the Merger Agreement as certepetide, alone or in combination with one or more other therapeutically active ingredients, including all formulations, dosages, or modes of delivery, for any indication or patient population prior to the earlier of (a) 11:59 p.m.

New York City Time on the seventh (7th) anniversary of the Closing Date (as defined in the Merger Agreement), and (b) termination of the CVR Agreement (the “Milestone”), in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into with a rights agent selected by Kuva and reasonably acceptable to the Company (the Closing Amount plus one CVR, collectively, the “Offer Price”).

If certain conditions are satisfied and the Offer is consummated, Kuva would acquire any remaining Shares for the Offer Price by a merger of Purchaser with and into the Company (the “Merger”).

Upon completion of these transactions, the Company would no longer be a publicly traded company and the listing of its common stock on Nasdaq will terminate.

Under the Merger Agreement, the Offer and the Merger are subject to customary closing conditions for a transaction of this nature.

Kuva will be required to close on the Offer so long as there shall be validly tendered a number of shares that represents (and will represent immediately following the consummation of the Offer) at least a majority of the aggregate voting power of all shares then outstanding.

There can be no assurance that the Offer and the Merger will be consummated.

The foregoing description of the Merger Agreement is only a summary of certain material provisions thereof, does not purport to be complete.

The full text of the Merger Agreement is filed as Exhibit 2.1 to this Annual Report on Form 10-K.

Basis of Presentation

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Recently issued accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid

disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning

after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

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See Note 12 Segment Information in the accompanying notes to the consolidated financial statements for further detail.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

The Company adopted ASU 2023-09 during the year ended December 31, 2025.

The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures.

Principles of Consolidation

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safety and preservation of principal and diversification of risk, liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return.

The Company’s accounts receivable balance as of December 31, 2024, is derived from its license agreement dated November 30, 2024, more fully described in Note 17.

The Company had no accounts receivable as of December 31, 2023.

The Company had $ — million and $ 0.9 million in accounts receivable as of December 31, 2025 and 2024, respectively.

The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements.

1 unchanged sentence

Accounts receivable is stated at historical cost, less allowance for credit losses.

The Company records an expense based on a forward-looking current expected credit loss model to maintain its allowance for credit losses, which replaced the

allowance for doubtful accounts.

The Company records an expense based on a forward-looking current expected credit loss model to maintain its allowance for credit losses.

When determining its allowance for trade accounts receivable, the Company considers the probability of recoverability of accounts receivable based on experience, taking into account current collection trends and general economic factors, including bankruptcy rates.

The Company also considers future economic trends to estimate expected

credit losses over the lifetime of the asset.

The Company also considers future economic trends to estimate expected credit losses over the lifetime of the asset.

Credit risks are assessed based on historical write-offs, net of recoveries, as well as an analysis of the aged accounts receivable balances with allowances generally increasing as the receivable ages.

Accounts receivable may be fully reserved for when specific collection issues are known to exist, such as pending bankruptcies.

Accounts receivable may be fully reserved for when specific collection

issues are known to exist, such as pending bankruptcies.

Account balances are written off against the allowance when it is determined that the receivable will not be recovered.

As of December 31, 2024 and 2023, there was no allowance for credit losses.

The Company increased its allowance for credit losses during the quarter ended December 31, 2025 by $ 0.5 million.

As of December 31, 2025, the associated accounts receivable was uncollectible and written off (See Note 17).

As of December 31, 2025 and 2024, there were no allowance for credit losses.

Marketable Securities

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Loss Per Share

Basic loss per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period.

loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding.

Basic loss per share is based on the weighted effect of all shares of common stock issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period.

Diluted loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of shares

of common stock used in the basic loss per share calculation plus the number of shares of common stock that would be issued assuming conversion of all potentially dilutive securities outstanding.

Diluted loss per share is not presented as such potentially dilutive securities are anti-dilutive to losses incurred in all periods presented.

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The intangible asset is reviewed for potential impairment when events or circumstances indicate that carrying amounts may not be recoverable .

The projected amortization expense is $ 71 thousand per year for the next 2.75 years.

As of December 31, 2025, the Company determined that the carrying amount of the asset was not recoverable and recorded an intangible asset impairment charge of $ 0.1 million in general and administrative expenses in the Consolidated Statements of Operations.

Revenue Recognition

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Corporate debt securities $ — $ — $ — $ — $ 16,025 $ — $ ( 4 ) $ 16,021

Commercial Paper — — — — 1,981 — — 1,981

Money market funds 11,640 — — 11,640 6,614 — — 6,614

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Note 8 – Operating Leases

The Company has an operating lease for one office which expires in 2025.

The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as the Company's lease does not provide an implicit rate of return.

The Company recognizes lease expense on a straight-line basis over the lease term.

The Company had an operating lease for one office which expired in 2025, however, based on prior understanding with the building’s management, continue to occupy a portion of office space in the building on a non-committal basis.

The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments as the Company's lease did not provide an implicit rate of return.

The Company recognized lease expense on a straight-line basis over the lease term.

For lease agreements entered into or reassessed after the adoption of ASU No.

2016-02, Leases (Topic 842), the Company elected to

account for non-lease components associated with its leases and lease components as a single lease component.

The Company's lease includes an option for the Company to extend the lease term and/or sub-lease space in whole or in part.

2016-02, Leases (Topic 842), the Company elected to account for non-lease components associated with its leases and lease components as a single lease

The Company's lease included an option for the Company to extend the lease term and/or sub-lease space in whole or in part for which the Company has not exercised.

Operating lease liabilities and right-of-use assets were recorded in the following captions of the Company's balance sheet as follows (in thousands):

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Total Operating Lease Liabilities $ — $ 137

As of December 31, 2024, the weighted average remaining lease term for the Company's operating lease was 0.75 years, and the weighted average discount rate for the Company's operating lease was 9.625 %.

As of December 31, 2023, the weighted average remaining lease term for the Company's operating leases was 1.75 years, and the weighted average discount rate for the Company's operating leases was 9.625 %.

Future minimum lease payments under the lease agreement as of December 31, 2024 were as follows (in thousands):

Years ended Operating Leases

Total lease payments 143

Amounts representing interest ( 6 )

Present value of lease liabilities $ 137

Operating lease costs were $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively and includes both cash and non-cash expenses for operating leases.

The operating lease costs are recognized evenly over the lease term, therefore, the timing of the expense may differ from the timing of actual cash payments.

Cash payments and lease costs can differ due to the timing of cash payments relative to the level expense.

Operating lease costs are included in research and development and general and administrative expense in the accompanying consolidated statements of operations.

Note 9 – Stockholders' Equity

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The Participants may receive awards as determined by a committee of independent members of the Company's board of directors or, to the extent authorized by such committee with respect to certain Participants, a duly authorized employee (collectively, the “Committee”).

The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the “2018 Plan”), as adopted by the stockholders of the Company in June 2018, and subsequently increased by the stockholders of the Company in June 2024 with 600,000 shares authorized for issuance thereunder and in June 2023 with 400,000 shares authorized for issuance thereunder and in September 2022 with 333,333 shares authorized for issuance thereunder and in June 2021 with 400,000 shares authorized for issuance thereunder and in June of 2020 with 166,667 shares authorized for issuance thereunder, plus any shares awarded under the 2015 Equity Compensation Plan (the “2015 Plan”) or the Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof.

The incentive plan currently used by the Company is the 2018 Equity Incentive Compensation Plan (the “2018 Plan”), as adopted by the stockholders of the Company in (i) June 2018, and subsequently increased by the stockholders of the Company in June 2024 with 600,000 shares authorized for issuance thereunder and 862,135 additional shares authorized for issuance thereunder pursuant to the automatic annual evergreen increase, in (ii) June 2023 with 400,000 shares authorized for issuance thereunder, in (iii) September 2022 with 333,333 shares authorized for issuance thereunder, in (iv) June 2021 with 400,000 shares authorized for issuance thereunder and in (v) June 2020 with 166,667 shares authorized for issuance thereunder, plus any shares awarded under the 2015 Equity Compensation Plan (the “2015 Plan”) or the Amended and Restated 2009 Equity Compensation Plan (the “2009 Plan”) that are not issued due to their subsequent forfeiture, cancellation, or other settlement thereof.

Concurrent with the adoption of the 2018 Plan, no future awards will occur under the 2015 Plan or the 2009 Plan.

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All stock options under the 2015 Plan and 2009 Plan were granted and the 2018 Plan are granted at the fair market value of the common stock at the grant date.

Stock options vest either on the date of grant, ratably over a period

determined at time of grant (typically over 3 years) or upon the accomplishment of specified business milestones, and generally expire 2 , 3 , or 10 years from the grant date depending on the status of the recipient as a nonemployee, employee or director of the Company.

Stock options vest either on the date of grant, ratably over a period determined at time of grant (typically over 3 years) or upon the accomplishment of specified business milestones, and generally expire 2 , 3 , or 10 years from the grant date depending on the status of the recipient as a nonemployee, employee or director of the Company.

As of December 31, 2025 and 2024 there were 463,373 shares and 744,514 shares, respectively available for future grants under the 2018 Plan.

1 unchanged sentence

The Company adopted an employee stock purchase plan effective January 1, 2013 and authorized 3,333 shares under the plan (the “2012 ESPP”).

The plan has two six-month offering periods per year under which eligible employees may contribute up to 15 % of their compensation toward the purchase of the Company's common stock per offering period (with a $ 25,000 fair market value cap per calendar year).

The plan has two six-month offering periods per year under which eligible employees may contribute

up to 15 % of their compensation toward the purchase of the Company's common stock per offering period (with a $ 25,000 fair market value cap per calendar year).

The employee's purchase price is equal to (i) 85 % of the closing price of a share of the Company's common stock on the enrollment date of such offering period or (ii) 85 % of the closing price of a share of the Company's common stock on the Exercise Date of such Offering Period, whichever is lower.

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In June 2023, the Company's stockholders approved an amendment to the Amended 2017 ESPP in order to effect an increase of authorized shares from 33,333 to 68,333 .

In June 2024, the Company's stockholders approved an amendment to the Amended 2017 ESPP in order to effect an increase of authorized shares from 68,333 to 113,333 .

In June 2024, the Company's stockholders approved an amendment to the Amended 2017 ESPP in order to effect an increase of authorized shares from 68,333 shares to 113,333 shares.

During the year ended December 31, 2025, 28,484 shares were issued under the Amended 2017 ESPP.

1 unchanged sentence

Equity Issuances

At The Market Offering Agreement

At The Market Offering Agree ment

On June 4, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C.

3 unchanged sentences

333-279034) relating to the at the market offering on August 21, 2024, the aggregate market value of its outstanding common stock held by non-affiliates was approximately $ 29.6 million.

Pursuant to the Baby Shelf Limitation, since the aggregate market value of the Company's outstanding common stock held by non-affiliates was below $ 75.0 million at the time of such prospectus supplement filing, the aggregate amount of securities that the Company is permitted to offer and sell as of the date of this Annual Report on Form 10-K, is $ 9,855,890 , which is equal to one-third of the aggregate market value of our common stock held by non-affiliates as of August 20, 2024.

Pursuant to the Baby Shelf Limitation, since the aggregate market value of the Company's outstanding common stock held by non-affiliates was below $ 75.0 million at the time of such prospectus supplement filing, the aggregate amount of securities that the Company is permitted to offer and sell pursuant to the ATM Agreement as of the date of this Annual Report on Form 10-K, is $ 9,855,890 , which is equal to one-third of the aggregate market value of our common stock held by non-affiliates as of August 20, 2024.

If the Company’s public float exceeds $75.0 million on a future measurement date, it will no longer be subject to the Baby Shelf Limitation.

During the twelve months ended December 31, 2024, the Company issued 3,779 shares of common stock under the ATM Agreement for net proceeds of $ 10,074 .

During the year ended December 31, 2025, the Company issued 262,765 shares of common stock under the ATM Agreement for net proceeds of $ 784,761 .

Since inception through December 31, 2025, the Company has issued 330,938 shares of common stock under the ATM Agreement for net proceeds of $ 1,065,608 .

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The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance.

The vesting terms of restricted stock issuances are generally between one and four years .

The vesting terms of restricted stock issuances are generally between one year and four years .

The following is a summary of the changes in non-vested restricted stock for the year ended December 31, 2025:

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Total share-based compensation expense $ 1,226 $ 1,653

The Company modified the exercise period of approximately 186,600 shares of one terminated employee's vested stock options and immediately recognized approximately $ 258 thousand incremental stock-based compensation during the year ended December 31, 2023.

There were no modifications for the year ended December 31, 2024.

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at December 31, 2025 were as follows ($ in thousands):

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Years Ended December 31,

Federal benefit at statutory rate $ ( 4,364 ) $ ( 4,865 )

Permanent nondeductible expenses for U.S.

taxes 455 875

Change in state deferred ( 613 ) 809

Tax Return to Provision ( 22 ) ( 58 )

Expired options 135 569

2025 % 2024 %

Federal tax (benefit) at statutory rate $ ( 3,685 ) 21.00 % $ ( 4,364 ) 21.00 %

Other true ups ( 2 ) 0.01 % ( 21 ) 0.10 %

Change in Valuation Allowance US 2,756 ( 15.71 ) % 3,695 ( 17.78 ) %

Non-taxable or non-deductible items

Section 162(m) Limit on Compensation 67 ( 0.38 ) % 86 ( 0.41 ) %

Share-based compensation 525 ( 2.99 ) % 172 ( 0.83 ) %

Sale of NJ NOLs 202 ( 1.15 ) % 168 ( 0.81 ) %

Other ( 1 ) 0.01 % ( 11 ) 0.05 %

Domestic state and local income taxes, net of federal effect * ( 962 ) 5.48 % ( 798 ) 3.84 %

Foreign Tax Effects

AUS Foreign Rate Differential ( 26 ) 0.15 % ( 52 ) 0.25 %

Sale of New Jersey State NOLs ( 798 ) ( 2,330 )

Valuation allowance for deferred tax assets 4,273 2,526

Tax benefit $ ( 798 ) $ ( 2,330 )

Change in Valuation Allowance AUS 177 ( 1.01 ) % ( 35 ) 0.17 %

Non-deductible R&D Expense 10 ( 0.06 ) % 188 ( 0.90 ) %

AUS Others ( 23 ) 0.13 % 174 ( 0.84 ) %

Total Tax Provision $ ( 962 ) 5.48 % $ ( 798 ) 3.84 %

*State taxes in New Jersey made up the majority (greater than 50%) of the tax effect in this category.

Deferred income taxes at December 31, 2025 and 2024 consist of the following ($ in thousands):

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Net deferred tax asset $ — $ —

The following table presents income taxes paid, net of refunds received, disaggregated by jurisdiction for the years ended December 31, 2025 and 2024 ($ in thousands):

Years Ended December 31,

Jurisdiction 2025 2024

Federal $ — $ —

New Jersey 4 4

California 2 2

Total $ 6 $ 6

In assessing the realizability of deferred tax assets, including the net operating loss carryforwards (NOLs), the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets.

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The Company performed an analysis and determined that they had an ownership change of greater than 50% on September 15, 2022.

As a result of the ownership change, $ 88.2 million of Federal NOLs will expire unutilized.

The Company wrote off that portion of the deferred tax asset and reduced the corresponding valuation allowance resulting in $ 34.0 million of remaining Federal NOLs as of December 31, 2022.

The write-off of the deferred tax asset and the corresponding reduction in valuation allowance has no impact to the consolidated balance sheet or income statement.

Losses incurred before the ownership change on September 15, 2022 will be subject to an annual limitation of zero while losses incurred after September 15, 2022 will not be subject to limitations.

As of December 31, 2022, Cend Therapeutics had approximately $ 3.6 million of Federal NOLs available to offset future taxable income.

As a result of the ownership change, losses incurred before the ownership change on September 15, 2022 will be subject to an annual limitation while losses incurred after September 15, 2022 will not be subject to limitations.

As of December 31, 2022, Cend Therapeutics, Inc.

(“Cend”) had approximately $ 3.6 million of Federal NOLs available to offset future taxable income.

The Company performed an analysis and determined that there was an ownership change of greater than 50% on September 15, 2022.

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The usage of the Company’s NOLs is limited given the change in ownership.

The Company applies the FASB’s provisions for uncertain tax positions.

The Company applies the Financial Accounting Standards Board provisions for uncertain tax positions.

The Company utilizes the two-step process to determine the amount of recognized tax benefit.

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The Company’s state tax returns remain open to examination for a period of three to four years from the date of the tax return filing.

In September 2022, the Company received preliminary approval from the New Jersey Economic Development Authority (“NJEDA”) to participate in the Technology Business Tax Certificate Transfer Program (the “Program”).

The Program permits qualified companies to sell a percentage of their New Jersey net operating losses (“NJ NOLs”) to unrelated profitable corporations.

On April 5, 2023, the Company received final approval from NJEDA to sell $ 25.9 million of its NJ NOLs, which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $ 2.2 million.

The gross proceeds from the sale of the $ 2.3 million NJ NOLs related tax benefits (“NJ NOL Tax Benefits”), have been recorded as a benefit from income taxes and the loss on sale of the NJ NOL Tax Benefits of $ 0.1 million recorded in other income (expense) in the consolidated financial statements.

On March 4, 2024, the Company received final approval from the New Jersey Economic Development Authority (“NJEDA”) under the Technology Business Tax Certificate Transfer Program (“Program”) to sell $ 8.9 million of its New Jersey net operating losses (“NJ NOLs”), which were subsequently sold to a qualifying and approved buyer pursuant to the Program for net proceeds of $ 0.7 million.

The sale of NJ NOLs resulted in a $ 0.8 million deferred income tax benefit and a loss on sale of $ 0.1 million recorded in other income (expense) in the consolidated financial statements.

On August 16, 2022, the Inflation Reduction Act was signed into law.

The Inflation Reduction Act includes various tax provisions, which are effective for tax years beginning on or after January 1, 2023.

For tax years beginning after December 31, 2021, the Tax Cuts & Jobs Act of 2017 eliminated the option to deduct research and development expenditures as incurred and instead required taxpayers to capitalize and amortize them over five or 15 years beginning in 2022.

Since the Company is in a net operating loss position, the capitalization of research and development costs did not have a material impact on the Company’s results of operations for the year ended December 31, 2024.

The Company will continue to monitor the possible future impact of changes in tax legislation.

In January 2025, the Company sold a portion of their unused New Jersey net operating losses through the State of New Jersey Economic Development Authority's (“NJEDA”) Technology Business Tax Certificate Transfer Program (“Program”).

Under the Program, the Company sold $ 10.7 million of its New Jersey net operating losses (“NJ NOLs”) for net proceeds of $ 0.9 million.

The sale of NJ NOLs resulted in a $ 1.0 million deferred income tax benefit and a loss on sale of $ 0.1 million recorded in other income (expense) in the consolidated financial statements.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the tax effects of changes in tax rates and tax law be recognized in the period in which the legislation is enacted.

The Company completed its initial assessment of OBBBA for the year ended December 31, 2025.

For the provisions effective in 2025, there was no material impact to the Company’s effective tax rate for the year ended December 31, 2025.

The One Big Beautiful Bill Act (“OBBBA”) enacted new Section 174A, which permanently allows taxpayers to fully expense domestic research or experimental (R&E) expenditures paid or incurred in taxable years beginning after Dec.

31, 2024, and also provides transition rules permitting taxpayers to deduct unamortized domestic R&E expenditures paid or incurred in 2022 through 2024.

The company anticipates deducting the remaining unamortized domestic R&E expenditures of $ 26.2 million entirely in 2025.

Note 12 – Segment Information

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The Company's Chief Operating Decision Maker ("CODM") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis.

The Company is a clinical-stage pharmaceutical company and has limited revenue associated with a license and collaboration agreement.

The Company is a clinical-stage pharmaceutical company and has limited revenue associated with license and collaboration agreements.

The CODM uses net loss as a measure of profit and loss, and assesses Company performance through the achievement of its clinical development goals.

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The CODM uses cash and marketable securities as a measure of segment assets in managing the enterprise.

The Company had revenue of $ 1.0 million during the year ended December 31, 2024, related to its Exclusive License and Collaboration Agreement with Kuva Labs (Note 17) who is based in the United States .

The Company had no revenue during the year ended December 31, 2023.

The Company had revenue of $ 0.2 million during the year ended December 31, 2025, and $ 1.0 million during the year ended December 31, 2024 in connection with certain upfront license fees in the current year and the Exclusive License and Collaboration Agreement with Kuva Labs, Inc in the prior year (Note 17) who is based in the United States.

Depreciation and amortization expense was $ 0.1 million and $ 0.2 million for the years ended December 31, 2025, and 2024, respectively.

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(2) Included in other are facilities expense, human resource,

and information technology expenses

information technology expenses, allowance for credit losses and

impairment of non-financial asset

Note 13 – Australia Research and Development Tax Incentive

The Company’s Australian subsidiary, which conducts core research and development activities, is eligible to receive a refundable tax incentive between 43.5 % to 48.5 % (depending upon the income tax rate) for qualified research and development activities.

As of December 31, 2024 and 2023, the Company had $ 0.6 million and $ 1.0 million, respectively, recorded as an

income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

On July 26, 2024 the Company's Australian subsidiary received a $ 0.9 million tax refund from the Australian Taxation Office related to the 2023 tax year.

Note 14 – Contingencies

As of December 31, 2025 and 2024, the Company had $ 0.7 million and $ 0.6 million, respectively, recorded as an income tax incentive receivable in prepaid and other current assets in the consolidated balance sheets, as the Company determined that the expenses met the eligibility criteria and the amounts claimed are expected to be received shortly after the related tax returns are filed.

On February 4, 2026 the Company's Australian subsidiary received a $ 0.7 million tax refund from the Australian Taxation Office related to the 2024 tax year.

Note 14 – Commitments and Contingencies

Second Amended and Restated Employment Agreement

On June 10, 2025, the Company entered into an amended and restated employment agreement with David J.

Mazzo, Ph.D., the Company’s Chief Executive Officer (the “Mazzo Second Amended and Restated Employment Agreement”).

The Mazzo Second Amended and Restated Employment Agreement supplements and amends the Amended and Restated Employment Agreement, dated and effective as of March 19, 2021, between Dr.

Mazzo and the Company.

The Mazzo Second Amended and Restated Employment Agreement:

(i) amended Dr.

Mazzo’s base salary to $ 717,229 from $ 633,032 and removed the non-accountable expense allowance of $ 12,000 per year, (ii) clarified that a material reduction in Dr.

Mazzo’s base salary is included in the definition of “Good Reason”, (iii) amended that in the event of Dr.

Mazzo’s termination from the Company within two years following a Change in Control (as defined therein), any determination on (a) whether Dr.

Mazzo’s termination constitutes a termination with or without Cause (as defined therein) or with or without Good Reason (as defined therein) and (b) Dr.

Mazzo’s entitlement to the separation benefits and payments described therein, will be determined by the board of directors of the Company as constituted immediately prior to such Change in Control, which board may delegate its authority to a qualified independent third party, (iv) amended Dr.

Mazzo’s COBRA benefit coverage after the date of termination to monthly reimbursement payments for the cost of Dr.

Mazzo’s group health plan coverage, except in the event that such payment would incur tax penalties to the Company, violate applicable nondiscrimination requirements or in the event that the Company terminates the group health plan, in which case the Company will pay Dr.

Mazzo a lump-sum cash payment equal to the aggregate cost of the remaining reimbursement payments less required withholdings, (v) amends the form of payment of Dr.

Mazzo’s bonus payments in the event of a termination not in connection to a Change in Control to a lump-sum payment, (vi) amended the definition of “Change in Control” therein to include the approval by the shareholders of the Company of any plan of complete liquidation of the Company, provided that the Change in Control meets all of the requirements of a “change in control” within the meaning of Treasury Regulation §1.409A-3(i)(5), (vii) clarified that the base salary severance payments, to the extent that the payments are in the aggregate less than or equal to twice the compensation limit under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), comply with the involuntary separation pay plan exception to Section 409A of the Code, and further clarified that Dr.

Mazzo may receive such severance payments as a lump sum payment on the next payroll period following the date of his termination from employment;

and (viii) clarified other technical terms for compliance with Section 409A of the Code.

Amended and Restated Employment Agreement

On June 10, 2025, the Company entered into an amended and restated employment agreement with Kristen K.

Buck, M.D., the Company’s Vice President, R&D and Chief Medical Officer (the “Buck Amended and Restated Employment Agreement”).

The Buck Amended and Restated Employment Agreement supplemented and amended the Employment Agreement, dated and effective as of July 26, 2021, between Dr.

Buck and the Company.

The Buck Amended and Restated Employment Agreement:

(i) amended Dr.

Buck’s base salary to $ 599,342 from $ 550,000 , (ii) clarified that a material reduction in Dr.

Buck’s base salary is included in the definition of “Good Reason”, (iii) amended that in the event of Dr.

Buck’s termination from the Company within two years following a Change in Control (as defined therein), any determination on (a) whether Dr.

Buck’s termination constitutes a termination with or without Cause (as defined therein) or with or without Good Reason (as defined therein) and (b) Dr.

Buck’s entitlement to the separation benefits and payments described therein, will be determined by the board of directors of the Company as constituted immediately prior to such Change in Control, which board may delegate its authority to a qualified independent third party, (iv) amended Dr.

Buck’s COBRA benefit coverage after the date of termination to monthly reimbursement payments for the cost of Dr.

Buck's group health plan coverage, except in the event that such payment would incur tax penalties to the Company, violate applicable nondiscrimination requirements or in the event that the Company terminates the group health plan, in which case the Company will pay Dr.

Buck a lump-sum cash payment equal to the aggregate cost of the remaining reimbursement payments less required withholdings, (v) amended Dr.

Buck’s bonus payments in the event of a termination not in connection to a Change in Control such that the amount will not be pro-rated for the number of days Dr.

Buck was employed in the year of termination of employment, (vi) amended the definition of “Change in Control” therein to include the approval by the shareholders of the Company of any plan of complete liquidation of the Company, provided that the Change in Control meets all of the requirements of a “change in control” within the meaning of Treasury Regulation §1.409A-3(i)(5), (vii) clarifies that the base salary severance payments, to the extent that the payments are in the aggregate less than or equal to twice the compensation limit under Section 401(a)(17) of the Code comply with the involuntary separation pay plan exception to Section 409A of the Code, and further clarified that Dr.

Buck may receive such severance payments as a lump sum payment on the next payroll period following the date of her termination from employment;

and (viii) clarified other technical terms for compliance with Section 409A of the Code.

Amended and Restated Separation Benefits Agreement

On June 10, 2025, the Company entered into an amended and restated separation benefits agreement with James Nisco, Senior Vice President Finance and Treasury and Chief Accounting Officer of the Company (the “Nisco Amendment”).

The Nisco Amendment supplemented and amended the separation benefits provided in the Non-Change in Control Separation Pay Agreement between the Company and Mr.

Nisco, dated as of December 24, 2024, and the severance agreement between Mr.

Nisco and the Company, dated and effective as of September 12, 2016, and further amended on March 25, 2022.

The Nisco Amendment:

(i) amended the definition of “Change in Control” therein to include the approval by the shareholders of the Company of any plan of complete liquidation of the Company, provided that the Change in Control meets all of the requirements of a “change in control” within the meaning of Treasury Regulation §1.409A-3(i)(5), (ii) included a condition that Mr.

Nisco’s right to the severance payments and benefits described therein are subject to Mr.

Nisco’s timely execution and non-revocation of a general release of claims within sixty days following Mr.

Nisco’s termination or such shorter time period set forth therein, (iii) amended Mr.

Nisco’s COBRA benefit coverage after the date of termination to monthly reimbursement payments for the cost of Mr.

Nisco’s group health plan coverage, except in the event that such payment would incur tax penalties to the Company, violate applicable nondiscrimination requirements or in the event that the Company terminates the group health plan, in which case the Company will pay Mr.

Nisco a lump-sum cash payment equal to the aggregate cost of the remaining reimbursement payments less required withholdings, (iv) amended that in the event of Mr.

Nisco’s termination from the Company within two years following a Change in Control (as defined therein), any determination on (a) whether Mr.

Nisco’s termination constitutes a termination with or without Cause (as defined therein) or with or without Good Reason (as defined therein) and (b) Mr.

Nisco’s entitlement to the separation benefits and payments described therein, will be determined by the board of directors of the Company as constituted immediately prior to such Change in Control, which board may delegate its authority to a qualified independent third party, (v) clarified that the base salary severance payments, to the extent that the payments are in the aggregate less than or equal to twice the compensation limit under Section 401(a)(17) of the Code, comply with the involuntary separation pay plan exception to Section 409A of the Code, and further clarifies that Mr.

Nisco may receive such severance payments as a lump sum payment on the next payroll period following the date of his termination from employment;

and (vi) clarified other technical terms for compliance with Section 409A of the Code.

Amended and Restated Separation Benefits Agreement

On June 10, 2025, the Company entered into an amended and restated separation benefits agreement (the “Imam Amendment”) with Tariq Imam, Senior Vice President, Business Development and Operations and General Counsel of the Company.

The Imam Amendment supplemented and amended the separation benefits provided in the Non-Change in Control Separation Pay Agreement between the Company and Mr.

Imam, dated as of December 24, 2024, effective as of February 1, 2025 (the “Imam Non-Change in Control Separation Pay Agreement”) and the severance agreement between Mr.

Imam and the Company, dated as of March 25, 2022 (the “Imam Severance Agreement”).

Imam Severance Agreement

Pursuant to the Imam Severance Agreement, Mr.

Imam is entitled to receive certain payments following his termination from the Company in specific circumstances.

Imam terminates his employment for Good Reason (as defined in the Imam Severance Agreement) during the period commencing on the effective date of a Change in Control (as defined in the Imam Severance Agreement) and ending on the second anniversary of the effective date of a Change in Control (as defined in the Imam Severance Agreement), or the Company terminates Mr.

Imam’s employment without Cause (as defined in the Imam Severance Agreement) (other than by reason of his death or disability), the Company will (a) continue to pay Mr.

Imam’s current base salary of $ 356,000 (the “Imam Salary Payment”) for 12 months following the date the termination becomes effective (the "Imam Severance Period"), commencing on the next payroll period following the date the termination becomes effective and (b) pay Mr.

Imam a lump-sum equal to 100 % of Mr.

Imam’s then annual target bonus on the next payroll period following the date the termination becomes effective (the “Imam Cash Severance”) and (c) pay monthly the monthly premium amount for continued COBRA coverage.

If the Company may not pay Mr.

Imam’s COBRA premiums without incurring tax penalties or violating any requirement of law, the Company shall use its commercially reasonable best efforts to provide Mr.

Imam with substantially similar assistance in an alternative manner (the “Imam COBRA Payments”), provided that the cost of doing so does not exceed the cost that the Company would have incurred had the Company been able to pay the COBRA premiums on Mr.

Imam’s behalf.

In addition to the Imam Salary Payment, Imam Cash Severance and the Imam COBRA Payments, the Company shall (i) fully vest as of the date the termination becomes effective, all outstanding unvested equity awards, including options granted to Mr.

and (ii) extend the exercise date of the options to the earlier of the one-year anniversary of the date the termination becomes effective and the original expiration date of the options.

Imam Non-Change in Control Separation Pay Agreement

Pursuant to the Imam Non-Change in Control Separation Pay Agreement, Mr.

Imam is entitled to a salary continuation of his current base salary of $ 356,000 for 12 months from the date of his termination, as well as a lump-sum cash payment of 100 % of his then annual target bonus on the next payroll period following the date the termination becomes effective.

Imam is also entitled to payment of accrued but unpaid paid time off and wages up to the date of termination and monthly COBRA coverage reimbursements for 12 months from the date of termination.

The Imam Non-Change in Control Separation Pay Agreement also provides an extension of the time period for exercising any fully vested option awards to the earlier of the one-year anniversary of the date the termination becomes effective and the original expiration date of the options.

The Imam Amendment:

Imam’s right to the severance payments and benefits described therein are subject to Mr.

Imam’s timely execution and non-revocation of a general release of claims within sixty days following Mr.

Imam’s termination or such shorter time period set forth therein, (iii) amended Mr.

Imam’s COBRA benefit coverage after the date of termination to monthly reimbursement payments for the cost of Mr.

Imam’s group health plan coverage, except in the event that such payment would incur tax penalties to the Company, violate applicable nondiscrimination requirements or in the event that the Company terminates the group health plan, in which case the Company will pay Mr.

Imam a lump-sum cash payment equal to the aggregate cost of the remaining reimbursement payments less required withholdings, (iv) clarified that in the event of Mr.

Imam’s termination from the Company within two years following a Change in Control (as defined therein), any determination on (a) whether Mr.

Imam’s termination constitutes a termination with or without Cause (as defined therein) or with or without Good Reason (as defined therein) and (b) Mr.

Imam’s entitlement to the separation benefits and payments described therein, will be determined by the board of directors of the Company as constituted immediately prior to such Change in Control, which board may delegate its authority to a qualified independent third party, (v) clarified that the base salary severance payments, to the extent that the payments are in the aggregate less than or equal to twice the compensation limit under Section 401(a)(17) of Code, comply with the involuntary separation pay plan exception to Section 409A of the Code, and further clarifies that Mr.

Imam may receive such severance payments as a lump sum payment on the next payroll period following the date of his termination from employment and (vi) clarified other technical terms for compliance with Section 409A of the Code.

Legal Proceedings and Claims

From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business.

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On April 9, 2024, pursuant to the parties’ joint request, the Court entered a dismissal with prejudice of the entire action as to all parties and all claims and the matter was settled.

On January 23, 2026, the Company entered into a mutual termination of the Collaboration and License Agreement with Qilu Pharmaceuticals.

Note 15 – Technology Transfer Agreement

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As consideration for the technology transfer, Impilo issued a total of 766,000 shares of its pre-seed preferred stock to the Company.

On October 3, 2023 in connection with the Sanford Burnham Prebys license agreement (Note 16) Impilo cancelled the original stock certificate for 766,000 shares and reissued 574,500 shares of its pre-seed preferred stock to the Company.

On October 3, 2023 in connection with the Sanford Burnham Prebys license agreement (see Note 16 - License Agreements) Impilo cancelled the original stock certificate for 766,000 shares and reissued 574,500 shares of its pre-seed preferred stock to the Company.

On March 15, 2024, the Company purchased a Simple Agreement for Future Equity ("SAFE") from Impilo for $ 100 thousand.

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As of December 31, 2025 and December 31, 2024 the Company owned 38.6 % of Impilo.

These investments were expensed under the equity method of accounting for the year ended December 31, 2024 in other expense, net in the accompanying statement of operations.

These investments were expensed under the equity method of accounting in the prior year in other expense, net in the accompanying statement of operations.

The SAFE has a valuation cap of $ 30.0 million and an 80 % discount rate.

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The agreement provides the Company with the rights to grant and authorize sublicenses to use, sell, and otherwise exploit the patent rights.

As consideration for the license, Cend issued a total of 382,030 shares of common stock, as adjusted for the Reverse Stock Split and Exchange Ratio.

As consideration for the license, SBP was issued a total of 382,030 shares of common stock.

The Company is required to pay an annual license maintenance fee of $ 10 thousand increasing to $ 20 thousand on year seven of the agreement.

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Note 17 – Research Collaboration and License Agreements

Exclusive License and Collaboration Agreement - Qilu Pharmaceuticals

Exclusive License and Collaboration Agreement - Qilu Pharmaceutical

In February 2021, Cend entered into an Exclusive License and Collaboration Agreement (the “Qilu Agreement”) in which Cend granted an exclusive license to Qilu for the development and commercialization of certepetide in the Territory (defined as the Greater Area of China including China, Macau, Hong Kong, and Taiwan).

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In addition, Cend received and recognized as revenue a $ 5.0 million development milestone prior to the Cend Merger.

The Company is eligible to receive additional development and commercial milestone payments up to $ 96.0 million and $ 125.0 million, respectively, tiered royalties on net sales ranging from 10 % to 15 %, and tiered sublicensing revenues ranging from 12 % to 35 %.

On March 25, 2024 the Company entered into a settlement agreement with Lingmed whereby Lingmed is entitled to 5.0 % of any future milestone payments received by the Company under the Qilu Agreement, in addition, Lingmed is also entitled to a sum of $ 250 thousand with respect to the first future milestone received by the Company.

The Company is eligible to receive additional development and commercial milestone payments up to

$ 96.0 million and $ 125.0 million, respectively, tiered royalties on net sales ranging from 10 % to 15 %, and tiered sublicensing revenues ranging from 12 % to 35 %.

On March 25, 2024 the Company entered into a settlement agreement with Lingmed whereby Lingmed is entitled to 5.0 % of any future milestone payments received by the Company under the Qilu Agreement.

In addition, Lingmed is entitled to a sum of $ 250 thousand with respect to the first future milestone received by the Company.

Unless terminated early, the Qilu Agreement will continue in effect until the expiration of all Qilu payment obligations.

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All rights and obligations of Qilu with respect to such licensed patents and patent applications would terminate simultaneously.

On January 23, 2026 the Company entered into a mutual termination of the February 2021 Exclusive License and Collaboration Agreement with Qilu Pharmaceutical Co., Ltd.

This action resulted in all licenses and other rights granted to Qilu reverting to the Company.

Exclusive License and Collaboration Agreement - Kuva Labs

In November 2024, the Company entered into an Exclusive License and Collaboration Agreement in which Lisata granted an exclusive license to Kuva Labs, Inc.

(Kuva) to explore the synergistic potential of Lisata's certepetide, as a targeting and delivery agent for Kuva’s NanoMark™ imaging technology in solid tumors.

In November 2024, the Company entered into an Exclusive License and Collaboration Agreement (Agreement) in which the Company granted an exclusive license to Kuva Labs, Inc.

(Kuva) to explore the synergistic potential of the Company's certepetide, as a targeting and delivery agent for Kuva’s NanoMark™ imaging technology in solid tumors.

Under the Agreement, Kuva will assume full responsibility for research, development, and commercialization costs, while the Company will be responsible for supplying certepetide for additional consideration pursuant to a Clinical Supply Agreement.

In consideration for the license, Kuva will pay the Company $ 1.0 million, which was recognized as revenue upon delivery of the license in November 2024.

The Company is eligible to receive additional development and commercial milestone payments up to $ 1.5 million and $ 17.5 million, respectively, a 5.0 % percent royalty on net sales, and sublicensing revenues of 50 %.

In consideration for the license, the Company recognized $ 1.0 million as revenue upon delivery of the license in November 2024.

The Company was eligible to receive additional development and commercial milestone payments up to $ 1.5 million and $ 17.5 million, respectively, a 5.0 % percent royalty on net sales, and sublicensing revenues of 50 % On November 30, 2025, Kuva Labs defaulted for non-payment of its obligation under the Agreement, and were unable to satisfy such obligation during the cure period that expired on December 31, 2025.

As a result of the default and failure to cure such default, the Agreement was terminated.

Non-Exclusive License Agreement - Catalent

On October 8, 2025, the Company entered into a worldwide Non-Exclusive License Agreement (the “Non-Exclusive License Agreement” or the “Agreement”) with Catalent, Inc.

(“Catalent”), pursuant to which the Company granted to Catalent, on a non-exclusive basis, certain of its intellectual property to exploit use of the Company’s novel iRGD cyclic peptide, certepetide, as an antibody drug conjugate (ADC) payload as part of Catalent’s SMARTag ® ADC platform.

Under the Agreement, Catalent will assume full responsibility for research, development, and commercialization costs.

In connection with entering into the Non-Exclusive License Agreement, the Company is eligible to receive pre-determined development milestone payments of up to $10.5 million in the aggregate.

The Company is also eligible to receive tiered revenue sharing on future sales and/or partnerships, subject to specified royalty reductions as set forth in the Agreement, as well as a portion of any sublicense consideration received from the grant of any sublicense or similar rights under any of the rights or licenses granted to Catalent under the Agreement.

The Agreement will remain in effect until it expires on a product-by-product and country-by-country basis at the end of the royalty term.

Either party may terminate the Agreement upon the other party’s material breach, subject to specified notice and cure provisions, as well as resulting from the bankruptcy or insolvency of the other party.

Catalent may also terminate the Agreement in its entirety at any time by giving the Company at least thirty (30) days prior written notice.

In connection with the Agreement, Catalent has agreed to grant the Company a right of first negotiation for a license, in the event Catalent initiates a specific, organized out-licensing process of an asset resulting from the Agreement.

Note 18 – Subsequent Events

Proposed Acquisition by Kuva Labs Inc.

On March 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kuva Labs Inc.

(“Kuva”), and Kuva Acquisition Corp., a wholly owned subsidiary of Kuva (“Purchaser”).

to any pharmaceutical product that contains or incorporates the product candidate referred to as of the date of the Merger Agreement as certepetide, alone or in combination with one or more other therapeutically active ingredients, including all formulations, dosages, or modes of delivery, for any indication or patient population prior to the earlier of (a) 11:59 p.m.

New York City Time on the seventh (7th) anniversary of the Closing Date (as defined in the Merger Agreement), and (b) termination of the CVR Agreement, (the Closing Amount plus one CVR, collectively, the “Offer Price”).

If certain conditions are satisfied and the Offer is consummated, Kuva would acquire any remaining Shares for the Offer Price by a merger of Purchaser with and into the Company (the “Merger”).

Upon completion of these transactions, the Company would no longer be a publicly traded company and the listing of its common stock on Nasdaq will terminate.

Under the Merger Agreement, the Offer and the Merger are subject to customary closing conditions for a transaction of this nature.

There can be no assurance that the Offer and the Merger will be consummated.

The foregoing description of the Merger Agreement is only a summary of certain material provisions thereof, does not purport to be complete.

The full text of the Merger Agreement is filed as Exhibit 2.1 to this Annual Report on Form 10-K.

Termination of Exclusive License and Collaboration Agreement with Qilu Pharmaceutical

On January 23, 2026, the Company entered into a mutual termination of the February 2021 Exclusive License and Collaboration Agreement with Qilu Pharmaceutical Co., Ltd.

This action resulted in all licenses and other rights granted to Qilu reverting to the Company.

Sale of New Jersey Net Operating Losses

On September 24, 2024, the Company received preliminary approval from the New Jersey Economic Development Authority ("NJEDA") to participate in the Technology Business Tax Certificate Transfer Program (the "Program").

On October 20, 2025, the Company received preliminary approval from the New Jersey Economic Development Authority ("NJEDA") to participate in the Technology Business Tax Certificate Transfer Program (the "Program").

The Program permits qualified companies to sell a percentage of their New Jersey net operating losses ("NJ NOLs") to unrelated profitable corporations.

On January 9, 2025, the Company received final approval from the NJEDA, and it subsequently sold a portion of its NJ NOLs to a qualifying and approved buyer pursuant to the Program for net proceeds of $ 0.9 million.

On February 15, 2026, the Company received final approval from the NJEDA, and it subsequently sold a portion of its NJ NOLs to a qualifying and approved buyer pursuant to the Program for net proceeds of $ 0.3 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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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-K

Item 8. Financial Statements and Supplementary Data