What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-06 · 140 added, 305 removed, 452 unchanged (50% of the section changed)

4 unchanged sentences

(In thousands, except share data)

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 13,060 $ 15,956

Marketable securities

Accounts receivable 502 900

Prepaid and other current assets 960 1,747

1 unchanged sentence

Property and equipment, net 16 18

Acquired license - intangible, net 139 192

Other assets 23 23

6 unchanged sentences

Total liabilities 3,387 3,143

Commitments and Contingencies (Note 14)

Contingencies (Note 13)

Stockholders' Equity

1 unchanged sentence

issued 9,108,029

and 8,409,582 shares at September 30, 2025 and December 31, 2024, respectively;

outstanding, 8,755,948 and 8,408,844 shares at September 30, 2025 and December 31, 2024,

and 8,834,613 shares at March 31, 2026 and December 31, 2025, respectively;

outstanding, 9,107,291 and 8,833,875 shares at March 31, 2026 and December 31, 2025,

Additional paid-in capital 580,787 580,243

Treasury stock, at cost;

738 shares at September 30, 2025 and December 31, 2024

738 shares at March 31, 2026 and December 31, 2025

( 708 ) ( 708 )

11 unchanged sentences

(In thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenue $ — $ — $ 70 $ —

Three Months Ended March 31,

Operating Expenses:

18 unchanged sentences

Basic and diluted shares

8,738 8,321 8,649 8,307

See accompanying notes to consolidated financial statements.

3 unchanged sentences

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net loss $ ( 4,489 ) $ ( 4,724 )

Other comprehensive gain (loss):

Available for sale securities - net unrealized gain 1 12 4 3

Available for sale securities - net unrealized loss — ( 2 )

Cumulative translation adjustment arising during the period 16 5

17 unchanged sentences

Shares Amount

Balance at June 30, 2024 8,322 $ 8 $ 577,552 $ ( 77 ) $ ( 538,526 ) $ ( 708 ) $ 38,249 $ ( 254 ) $ 37,995

Net loss — — — — ( 4,930 ) — ( 4,930 ) — ( 4,930 )

Share-based compensation ( 2 ) — 326 — — — 326 — 326

Unrealized gain on marketable securities — — — 12 — — 12 — 12

Foreign currency translation adjustment — — — 33 — — 33 — 33

Balance at September 30, 2024 8,320 $ 8 $ 577,878 $ ( 32 ) $ ( 543,456 ) $ ( 708 ) $ 33,690 $ ( 254 ) $ 33,436

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficit Treasury

Lisata Therapeutics,

Stockholders'

Subsidiary Total

Shares Amount

Balance at December 31, 2024 8,410 $ 8 $ 578,418 $ ( 81 ) $ ( 548,066 ) $ ( 708 ) $ 29,571 $ ( 254 ) $ 29,317

2 unchanged sentences

Net proceeds from issuances of common stock 56 1 211 — — — 212 — 212

Unrealized gain on marketable securities — — — 3 — — 3 — 3

Foreign currency translation adjustment — — — 7 — — 7 — 7

Balance at September 30, 2024 8,320 $ 8 $ 577,878 $ ( 32 ) $ ( 543,456 ) $ ( 708 ) $ 33,690 $ ( 254 ) $ 33,436

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficit Treasury

Lisata Therapeutics,

Stockholders'

Subsidiary Total

Shares Amount

Balance at June 30, 2025 8,627 $ 9 $ 579,227 $ ( 50 ) $ ( 557,449 ) $ ( 708 ) $ 21,029 $ ( 254 ) $ 20,775

Net loss — — — — ( 4,249 ) — ( 4,249 ) — ( 4,249 )

Share-based compensation — — 232 — — — 232 — 232

Net proceeds from issuances of common stock 130 — 353 — — — 353 — 353

Unrealized gain on marketable securities — — — 1 — — 1 1

Proceeds from option exercises 4 — 8 — — — 8 — 8

Unrealized loss on marketable securities — — — ( 2 ) — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — — 5 — — 5 — 5

Balance at September 30, 2025 8,757 $ 9 $ 579,812 $ ( 42 ) $ ( 561,698 ) $ ( 708 ) $ 17,373 $ ( 254 ) $ 17,119

Balance at March 31, 2025 8,621 $ 9 $ 578,923 $ ( 78 ) $ ( 552,790 ) $ ( 708 ) $ 25,356 $ ( 254 ) $ 25,102

Common Stock Additional

9 unchanged sentences

Share-based compensation 119 — 204 — — — 204 — 204

Net proceeds from issuances of common stock 214 1 638 — — — 639 — 639

Proceeds from option exercise 79 — 124 — — — 124 — 124

Unrealized gain on marketable securities — — — 4 — — 4 4

Proceeds from warrant exercise 75 — 216 — — — 216 — 216

Foreign currency translation adjustment — — — 16 — — 16 — 16

Balance at September 30, 2025 8,757 $ 9 $ 579,812 $ ( 42 ) $ ( 561,698 ) $ ( 708 ) $ 17,373 $ ( 254 ) $ 17,119

Balance at March 31, 2026 9,108 $ 9 $ 580,787 $ ( 21 ) $ ( 569,141 ) $ ( 708 ) $ 10,926 $ ( 254 ) $ 10,672

LISATA THERAPEUTICS, INC.

2 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 2 43

Loss from equity method investment — 130

Amortization/accretion on marketable securities — ( 41 )

9 unchanged sentences

Purchase of property and equipment — ( 28 )

Investment in Impilo Therapeutics — ( 130 )

Net cash provided by investing activities — 9,431

2 unchanged sentences

Tax withholding payments on net share settlement equity awards ( 159 ) ( 243 )

Proceeds from exercise of warrants 216 —

Net proceeds from issuance of common stock — 212

1 unchanged sentence

Effect of exchange rate changes on cash 6 2

Net increase (decrease) in cash and cash equivalents 2,789 ( 3,084 )

Net (decrease) increase in cash and cash equivalents ( 2,896 ) 4,008

Cash and cash equivalents at beginning of period 15,956 16,209

6 unchanged sentences

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 (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.

3 unchanged sentences

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 the 16 th Annual World ADC San Diego Conference on November 4, 2025.

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

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, with and without added immunotherapy for pancreatic cancer.

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

Currently, certepetide is 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, ranging from preclinical through to product registration and launch.

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.

The Company has a history of net operating losses and negative cash flows from its operating activities, and has cash, cash equivalents and marketable securities of approximately $ 19.0 million as of September 30, 2025.

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 $ 13.1 million as of March 31, 2026.

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 also continued to identify certain operating efficiencies which had a positive impact on the cash flow forecast.

The Company believes that, as a result, it currently has sufficient cash to meet its funding requirements over the next 12 months.

To meet our long-term liquidity needs, the Company expects that it will need additional financing by the end of 2026, which could result in additional potential issuances of debt or equity securities in public or private financings, partnerships and/or collaborations and/or sale of assets.

Investigator sponsored studies in glioblastoma, pancreatic, colon, and appendiceal cancers are ongoing.

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.

On April 2, 2026, we agreed to extend the date by which Kuva was obligated to commence the tender offer for all of the outstanding shares of common stock of the Company pursuant to the Merger Agreement, from April 3, 2026, to April 13, 2026, or such other date as may be agreed to between us and Kuva.

On May 3, 2026, we, Kuva and Purchaser entered into an amendment and waiver (the “Amendment and Waiver”) to the Merger Agreement pursuant to which we agreed to extend the date by which Purchaser is obligated to commence the Offer from April 13, 2026 to May 29, 2026, or such other date as may be agreed to between us and Kuva.

Under the Amendment and Waiver, Kuva has also agreed to pay certain of our expenses, up to $ 1.1 million in the aggregate, until commencement of the Offer.

From the date of the Amendment and Waiver until May 29, 2026, we have agreed not to pursue any claim against Kuva, Purchaser or their affiliates arising from or relating to the Merger Agreement or the transactions contemplated thereby.

Upon commencement of the Offer and payment by Kuva of all amounts then due under the Amendment and Waiver, we shall irrevocably waive any claims to the extent arising from or relating to the Purchaser’s failure to commence the Offer by April 13, 2026.

Our agreements not to pursue certain claims and to waive certain claims as described above are subject to termination by us if (i) Kuva fails to make any payment under the Amendment and Waiver when due or (ii) Kuva commits a material breach of the Amendment and Waiver (other than a payment default) that materially adversely affects the transactions contemplated by the Merger Agreement and fails to cure such breach within two business days after written notice thereof from us.

Purchaser has not yet commenced the Offer.

On May 4, 2026, Kuva announced its intention to commence the Offer by May 29, 2026.

There can be no assurance as to when the Offer will commence, if at all.

The foregoing description of the Merger Agreement is only a summary of certain material provisions thereof, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to our 2025 Form 10-K.

In addition, the foregoing description of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and Waiver, which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed on May 4, 2026.

Basis of Presentation

2 unchanged sentences

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of September 30, 2025, and the results of its operations and its cash flows for the periods presented.

In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2026, and the results of its operations and its cash flows for the periods presented.

The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2025 and 2024 included in our 2025 Form 10-K.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Use of Estimates

12 unchanged sentences

All intercompany activities have been eliminated in consolidation.

Foreign Currency Remeasurement

Foreign Currency Translation

The Company’s reporting currency is the U.S.

16 unchanged sentences

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 September 30, 2025 and December 31, 2024 is primarily derived from its license agreement dated November 30, 2024, more fully described in Note 17.

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

7 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, there was no allowance for credit losses.

Marketable Securities

The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date.

All of the Company's marketable securities are considered as available-for-sale and carried at estimated fair values and reported in cash equivalents and marketable securities.

Unrealized gains and losses on available-for-sale securities, that are not the result of credit losses, are excluded from net income and reported in accumulated other comprehensive income (loss) as a separate component of stockholders' equity.

Other income (expense), net, includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and credit losses recognized through an allowance for credit losses, if any.

The cost of securities sold is based on the specific identification method.

The Company regularly reviews all of its investments for other-than-temporary declines in fair value.

The Company's review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that it will be required to sell the securities before the recovery of their amortized cost basis.

When the Company determines that the decline in fair value of an investment is below its accounting basis and this decline is other-than-temporary, it reduces the carrying value of the security it holds and records a loss for the amount of such decline.

As of March 31, 2026 and December 31, 2025, there were no allowance for credit losses.

Property and Equipment

30 unchanged sentences

The Company expenses the costs associated with research and development activities when incurred.

To further drive the Company’s initiatives, the Company will continue targeting key governmental agencies and not-for-profit organizations to contribute funds for the Company’s research and development programs.

To further drive the Company’s initiatives, the Company targets key governmental agencies and not-for-profit organizations to contribute funds for the Company’s research and development programs.

The Company accounts for such grants as a deduction to the related expense in research and development operating expenses when earned.

5 unchanged sentences

Intangible Asset

The Company’s intangible asset consists of a single asset, a license agreement with Qilu Pharmaceutical, Co., Ltd.

(“Qilu”) acquired in the Company's acquisition of Cend Therapeutics, Inc.

(the “Cend Merger”), with a value of $ 0.4 million.

The intangible asset is stated at fair value and is amortized using the straight-line method over its estimated useful life of 5.00 years.

Amortization expense was $ 18 thousand and $ 53 thousand for the three and nine months ended September 30, 2025, respectively, and $ 18 thousand and $ 53 thousand for the three and nine months ended September 30, 2024, respectively.

The Company’s intangible asset consisted of a single asset, a license agreement with Qilu Pharmaceutical, Co., Ltd.

(“Qilu”) acquired in the Company's acquisition of Cend Therapeutics, Inc (the “Cend Merger”), with a value of $ 0.4 million.

The intangible asset was stated at fair value and amortized using the straight-line method over its estimated useful life of 5.00 years.

Amortization expense was $ 0 for the three months ended March 31, 2026, and $ 17 thousand for the three months ended March 31, 2025.

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 $ 70 thousand per year for the next 2.00 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

13 unchanged sentences

If licenses are bundled with other performance obligations, the Company would utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

The Company recognized $ 70 thousand and $ 0 revenue for the nine months ended September 30, 2025 and 2024, respectively.

The Company recognized no revenue for the three months ended March 31, 2026 and 2025.

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method.

4 unchanged sentences

Any such adjustments are allocated on a cumulative catch-up basis to satisfied and partially satisfied performance obligations, with the consideration allocated to an ongoing performance obligation being recognized over the period of performance.

For the three and nine months ended September 30, 2025 and September 30, 2024, the Company has not recognized revenue related to milestones.

For the three months ended March 31, 2026 and March 31, 2025, the Company has not recognized revenue related to milestones.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

2 unchanged sentences

The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in the Company's Consolidated Balance Sheets (in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value

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

Money market funds $ 8,749 $ — $ — $ 8,749 $ 11,640 $ — $ — $ 11,640

Agency bonds — — — — 613 — — 613

Treasury bills — — — — 1,496 — — 1,496

Municipal debt securities — — — — 905 — — 905

Total $ 8,749 $ — $ — $ 8,749 $ 11,640 $ — $ — $ 11,640

1 unchanged sentence

The following table summarizes the classification of the available-for-sale securities in the Company's Consolidated Balance Sheets (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash equivalents $ 8,749 $ 11,640

Marketable securities — 15,036

Total $ 8,749 $ 11,640

The following table summarizes the Company's portfolio of available-for-sale securities by contractual maturity (in thousands):

September 30, 2025

March 31, 2026

Amortized Cost Estimated Fair Value

4 unchanged sentences

Property and equipment consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Computer equipment 494 494

Leasehold improvements — 72

Property and equipment, gross 494 661

Accumulated depreciation ( 478 ) ( 476 )

Property and equipment, net $ 16 $ 18

The Company’s results included depreciation expense of approximately $ 78 thousand and $ 79 thousand for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s results included depreciation expense of approximately $ 2 thousand and $ 26 thousand for the three months ended March 31, 2026 and 2025, respectively.

Note 5 – Income (Loss) Per Share

For the nine months ended September 30, 2025 and 2024, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At September 30, 2025 and 2024, the Company excluded the following potentially dilutive securities (in thousands):

September 30,

For the three months ended March 31, 2026 and 2025, the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of diluted loss per share as they are anti-dilutive in the periods presented.

At March 31, 2026 and 2025, the Company excluded the following potentially dilutive securities (in thousands):

Stock options 1,513 1,529

9 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025 December 31, 2024

The Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash equivalents $ 8,749 $ — $ — $ 8,749 $ 11,640 $ — $ — $ 11,640

Marketable securities - available-for-sale — — — — — 15,036 — 15,036

$ 8,749 $ — $ — $ 8,749 $ 11,640 $ — $ — $ 11,640

The carrying values of cash, cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of September 30, 2025 and December 31, 2024, due to the short maturity nature of these items.

The carrying values of cash, cash equivalents, accounts payable and accrued expenses approximate fair value as of March 31, 2026 and December 31, 2025, due to the short maturity nature of these items.

Note 7 – Accrued Liabilities

Accrued liabilities as of September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025 December 31, 2024

Accrued liabilities as of March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

Salaries, employee benefits and related taxes $ 1,270 $ 812

Legal liabilities 485 115

Clinical and R&D related liabilities 811 1,022

Accounting & tax consulting liabilities 96 62

Operating lease liabilities — current — 137

Other 262 164

Total $ 2,805 $ 2,052

Note 8 – Operating Leases

The Company had an operating lease for one office which expired on September 30, 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.

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 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):

September 30, 2025 December 31, 2024

Right-of-Use Assets:

Other assets $ — $ 138

Total Right-of-Use Assets $ — $ 138

Operating Lease Liabilities:

Accrued liabilities $ — $ 137

Total Operating Lease Liabilities $ — $ 137

As of September 30, 2025, the weighted average remaining lease term for the Company's operating lease was 0.00 years, and the weighted average discount rate for the Company's operating lease was 0.0 %.

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 %.

Future minimum lease payments under the lease agreement as of September 30, 2025 were as follows (in thousands):

Years ended Operating Leases

Total lease payments —

Amounts representing interest —

Present value of lease liabilities $ —

Note 8 – Stockholders' Equity

6 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 is now $ 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 is now $ 9,855,890 , which was 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 nine months ended September 30, 2025, the Company issued 197,980 shares of common stock under the ATM Agreement for net proceeds of $ 600,663 .

Since inception through September 30, 2025, the Company has issued 266,153 shares of common stock under the ATM Agreement for net proceeds of $ 881,510 .

During the three months ended March 31, 2026, the Company did not issue any shares of common stock under the ATM Agreement.

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

Stock Options and Warrants

The following table summarizes the activity for stock options and warrants for the nine months ended September 30, 2025:

The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2026:

Stock Options Warrants

6 unchanged sentences

Expired ( 12,442 ) 37.54 ( 835,302 ) 43.01

Outstanding at September 30, 2025 1,502,881 $ 6.17 5.02 $ 110.3 1,496,744 $ 40.52 0.55 $ —

Vested at September 30, 2025

Outstanding at March 31, 2026 1,512,694 $ 5.87 5.08 $ 1,864.8 366,660 $ 43.50 0.32 $ —

Vested at March 31, 2026

or expected to vest in the future 1,500,884 $ 5.90 5.05 $ 1,836.5 366,660 $ 43.50 0.32 $ —

Vested at September 30, 2025 1,337,823 $ 6.51 4.58 $ 109.5 1,496,744 $ 40.52 0.55 $ —

Vested at March 31, 2026 1,351,367 $ 6.24 4.61 $ 1,502.4 366,660 $ 43.50 0.32 $ —

Restricted Stock

During the nine months ended September 30, 2025 and 2024, the Company issued restricted stock for services as follows (in thousands, except share data):

Nine Months Ended September 30,

Number of shares of restricted stock issued 215,550 203,800

During the three months ended March 31, 2026 and 2025, the Company issued restricted stock for services as follows (in thousands, except share data):

Three Months Ended March 31,

Number of restricted stock issued 199,900 215,550

Value of restricted stock issued $ 394 $ 819

The weighted average estimated fair value of restricted stock issued for services in the nine months ended September 30, 2025 and 2024 was $ 3.80 and $ 3.08 per share, respectively.

The weighted average estimated fair value of restricted stock issued for services in the three months ended March 31, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

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 year and four years .

The following is a summary of the changes in non-vested restricted stock for the nine months ended September 30, 2025:

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

The following is a summary of the changes in non-vested restricted stock for the three months ended March 31, 2026:

Restricted Stock Shares Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited — $ —

Non-vested at September 30, 2025 265,036 $ 3.46

Non-vested at March 31, 2026 292,088 $ 2.75

Restricted Stock Units

During the nine months ended September 30, 2025 and 2024, the Company issued restricted stock units for services as follows (in thousands, except share data):

Nine Months Ended September 30,

During the three months ended March 31, 2026 and 2025, the Company issued restricted stock units for services as follows (in thousands, except share data):

Three Months Ended March 31,

Number of restricted stock units issued 152,280 78,945

Value of restricted stock units issued $ 300 $ 300

The weighted average estimated fair value of restricted stock units issued for services in the nine months ended September 30, 2025 and 2024 was $ 3.80 and $ 3.08 per share, respectively.

The weighted average estimated fair value of restricted stock units issued for services in the three months ended March 31, 2026 and 2025 was $ 1.97 and $ 3.80 per share, respectively.

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

The vesting terms of restricted stock unit issuances are generally one year , or upon the achievement of performance-based milestones.

The following is a summary of the changes in non-vested restricted stock units for the nine months ended September 30, 2025:

The following is a summary of the changes in non-vested restricted stock units for the three months ended March 31, 2026:

Restricted Stock Units Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited — $ —

Non-vested at September 30, 2025 78,945 $ 3.80

Non-vested at March 31, 2026 152,280 $ 1.97

Note 9 – Share-Based Compensation

1 unchanged sentence

The Company utilizes share-based compensation in the form of stock options, restricted stock, restricted stock units and warrants.

The following table summarizes the components of share-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Research and development $ 71 $ 126

1 unchanged sentence

Total share-based compensation expense $ 364 $ 530

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at September 30, 2025 were as follows (in thousands):

Total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards were expected to be recognized at March 31, 2026 were as follows (in thousands):

Stock Options Restricted Stock Units Restricted Stock

1 unchanged sentence

Expected weighted-average period in years of compensation cost to be recognized 1.92 0.78 2.01

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Stock Options Warrants

Nine Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31, Three Months Ended March 31,

2026 2025 2026 2025

11 unchanged sentences

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 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.

16 unchanged sentences

As of December 31, 2025 and 2024, the Company’s uncertain tax positions were $ 344 thousand and $ 344 thousand, respectively.

The uncertain tax positions are due to the acquisition of Cend related to Federal and state credits and certain state

The uncertain tax positions are due to the acquisition of Cend related to Federal and state credits and certain state NOLs.

The Company will continue to evaluate its uncertain tax positions in future periods.

2 unchanged sentences

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 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”).

In February 2026, 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 $ 4.3 million of its New Jersey net operating losses (“NJ NOLs”) for net proceeds of $ 349 thousand.

3 unchanged sentences

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 quarter ended September 30, 2025.

For the provisions effective in 2025, there was no material impact to the Company’s effective tax rate for the quarter ended September 30, 2025.

The Company will continue to evaluate the impact of the new legislation on its consolidated financial statements as additional guidance is issued.

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

The 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 expects to continue amortizing its Section 174 capitalized expenditures, including the remaining $ 26.2 million of unamortized domestic R&E expenditures, over the applicable amortization periods.

The Company evaluated the provisions of the OBBBA applicable to the three months ended March 31, 2026 and determined that such provisions did not have a material impact on its consolidated financial statements or estimated annual effective tax rate for the period.

The Company will continue to monitor related guidance and state tax conformity developments.

Note 11 – Segment Information

2 unchanged sentences

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.

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

1 unchanged sentence

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

The Company had revenue of $ 0 and $ 70 thousand for the three and nine months ended September 30, 2025, respectively, and $ 0 and $ 0 for the three and nine months ended September 30, 2024, respectively.

Depreciation and amortization expense was $ 44 thousand and $ 131 thousand for the three and nine months ended September 30, 2025, respectively and $ 42 thousand and $ 133 thousand for the three and nine months ended September 30, 2024, respectively.

Equity method investment expense was $ 0 and $ 0 for the three and nine months ended September 30, 2025, respectively, and $ 30 thousand and $ 130 thousand for the three and nine months ended September 30, 2024, respectively.

The following table illustrates our segment information for significant operating expenses and includes a reconciliation to net loss for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenue $ — $ — $ 70 $ —

The Company had no revenue during the three months ended March 31, 2026 and 2025.

Depreciation and amortization expense was $ 2 thousand and $ 43 thousand for the three months ended March 31, 2026 and 2025, respectively.

The following table illustrates our segment information for significant operating expenses and includes a reconciliation to net loss for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31

Operating Expenses:

4 unchanged sentences

Clinical department 768 1,156

311 169 1,187 399

Research and development 1,204 2,602

6 unchanged sentences

Share based compensation expense 293 404

30 125 417 412

General and administrative 3,738 3,245

3 unchanged sentences

Net loss $ ( 4,489 ) $ ( 4,724 )

Cash, cash equivalents, and marketable securities $ 18,998 $ 35,856

(1) Included in Other are the GBM study,

FORTIFIDE study and research oncology

(2) Included in Other are facilities expense, human

resource and information technology expenses

Cash and marketable securities $ 13,060 $ 25,833

(1) Included in Other are the GBM study, FORTIFIDE study and research

oncology expenses

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

and information technology expenses

Note 12 – 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 September 30, 2025 and December 31, 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.

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”).

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) amends Dr.

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

Mazzo’s base salary is included in the definition of “Good Reason”, (iii) amends 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) amends 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) amends 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 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 clarifies 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) clarifies 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 supplements and amends 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) amends Dr.

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

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

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

Buck 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) amends 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) amends 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 clarifies 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) clarifies 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 supplements and amends 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) amends 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) includes 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) amends 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) amends 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) 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 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) clarifies 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 supplements and amends 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) amends 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) clarifies 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) 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 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) clarifies other technical terms for compliance with Section 409A of the Code.

Legal Proceedings and Claims

As of March 31, 2026 and December 31, 2025, the Company had $ 0.2 million and $ 0.7 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 13 – Contingencies

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.

1 unchanged sentence

The Company has elected to recognize expense for legal fees as incurred when the legal services are provided.

In May 2021, Cend received a written threat of litigation on behalf of a Chinese entity called Lingmed Limited (“Lingmed”) claiming Lingmed was entitled to a success fee based on Cend’s Collaboration and License Agreement with Qilu Pharmaceuticals.

Cend responded by denying that Lingmed is entitled to a success fee under the terms of their agreement.

In May 2022, Cend was served with a complaint filed by Lingmed in the San Diego County Superior Court, alleging claims for breach of contract, fraud and declaratory relief.

Cend’s response to the complaint was filed on June 6, 2022 and denied all of Lingmed’s material allegations.

Lingmed filed an answer to Cend’s response on July 11, 2022, denying all of the Company’s material allegations.

On March 25, 2024 the Company entered into a settlement agreement whereby the Company was required to pay Lingmed $ 0.5 million within 30 days of the effective date and the Company effected payment on April 4, 2024.

Lingmed is also entitled to 5.0 % of any future milestone payments received by the Company under the license agreement with Qilu in addition to a sum of $ 250 thousand with respect to the first future milestone received by the Company.

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.

Note 14 – Technology Transfer Agreement

5 unchanged sentences

On July 12, 2024, the Company purchased an additional SAFE from Impilo for $ 30 thousand.

As of September 30, 2025 and December 31, 2024, the Company owned 38.6 % of Impilo.

As of March 31, 2026 and December 31, 2025, the Company owned 38.6 % of Impilo.

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

5 unchanged sentences

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.

8 unchanged sentences

Upon termination of the agreement for any reason, all rights and obligations of the Company with respect to the patents and patent applications shall terminate and revert to SBP.

SBP did no t own shares of the Company’s common stock as of September 30, 2025.

SBP did no t own shares of the Company’s common stock as of March 31, 2026.

Note 16 – Research Collaboration and License Agreements

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).

Under the terms of the agreement, Qilu is solely responsible for the development of certepetide in its Territory.

On January 23, 2026, the Company and Qilu Pharmaceutical Co., Ltd.

(“Qilu”) entered into a Mutual Termination Agreement (the “Termination Agreement”) relating to the Exclusive License and Collaboration Agreement between the Company (formerly Cend Therapeutics, Inc.

(“Cend”)) and Qilu, relating to the research, development and commercialization of certepetide (formerly known as CEND-1), dated February 11, 2021, as amended on April 26, 2021, and further amended by the Side Letter Agreement, dated November 10, 2023 (collectively the “License and Collaboration Agreement”).

Previously, Cend (which was subsequently acquired by the Company) and Qilu entered into the License and Collaboration Agreement, pursuant to which the Company granted Qilu a royalty-bearing exclusive license for the research, development and commercialization of certepetide in the Greater China territory (including Mainland China, Hong Kong, Macau, and Taiwan).

Pursuant to the License and Collaboration Agreement, the Company was eligible to receive up to $ 200 million in development and commercial milestone payments and royalties ranging from 10 % to 15 % on licensed product sales.

In consideration for the license, Qilu made an upfront payment of $ 10.0 million to Cend, which was recognized as revenue by Cend prior to the Company's acquisition of Cend on September 15, 2022 (the “Cend Merger”).

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 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.

Either party may terminate the Qilu Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period.

Qilu may terminate the Qilu Agreement in its entirety, at any time with at least sixty days written notice.

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

The Company has not received any additional development and commercial milestone payments since the Cend Merger.

Pursuant to the Termination Agreement, the License and Collaboration Agreement is terminated, effective as of January 23, 2026, and is no longer in effect, except that the termination does not relieve the parties from obligations under the License and Collaboration Agreement that accrued prior to the termination and certain other provisions expressly indicated to survive the termination.

Exclusive License and Collaboration Agreement - Kuva Labs

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

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 Kuva License 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, the Company recognized $ 1.0 million 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 %.

Note 18 – Subsequent Events

Non-Exclusive License Agreement

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 defaulted for non-payment of its obligation under the Kuva License 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.

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What changed 10-Q

Item 1. Financial Statements