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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-13 · 131 added, 292 removed, 69 unchanged (86% of the section changed)

11 unchanged sentences

Our ability to complete our clinical trials in a timely fashion in line with our stated milestones and within our expected budget and resources;

Our ability to regain in the short-term, and then maintain, compliance with the continued listing requirements of the Nasdaq Capital Market;

Our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market;

Our ability to source our drug products at reasonable prices;

13 unchanged sentences

Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

We are a late-stage pharmaceutical development company currently conducting a pivotal Phase 3 trial evaluating Annamycin (also known by its non-proprietary name "naxtarubicin") in combination with Cytarabine for the second line (2L) treatment of subjects with relapsed/refractory (R/R) acute myeloid leukemia (AML).

This Phase 3 trial plans to have an interim unblinding of data upon the recruitment of the first 45 subjects and the readout of the data from the sites, expected shortly thereafter.

We plan an additional unblinding on the first 90 subjects (includes the previously mentioned first 45 subjects).

We believe such early visibility for a pivotal registration-enabling trial is highly unique in that stakeholders will receive preliminary safety and efficacy data in the “MIRACLE” trial (derived from M olecul i n R /R AML A nnAraC Cl inical E valuation) within roughly one year of dosing the first subject.

We have two additional portfolios of technologies for hard-to-treat cancers and viruses currently with clinical and preclinical research funded by investigators at academic institutions.

Each of our three core technologies is based substantially on discoveries made at and licensed from MD Anderson in Houston, Texas, and features one or more drugs that have successfully completed a Phase 1 clinical trial.

Some of the intellectual property was co-developed by us with MD Anderson.

Three of our six drug candidates have shown human activity in clinical trials and are currently or have been in Phase 1B/2 or Phase 2 clinical trials.

One Phase 2B/3 trial and one Phase 2 trial are currently underway.

Since our inception, our drugs have completed, are currently in, or have been permitted to proceed in, fourteen clinical trials.

This is expected to increase in 2026 with an expansion of treated indications with Annamycin.

Annamycin is in a class of drugs referred to as Anthracyclines, which are inhibitors of topoisomerase II, enabling them to cause DNA damage in rapidly replicating tumor cells.

Annamycin, in a unique multilamellar lipid formulation, is our lead molecule and we have recently concluded treating subjects in several Phase 1B/2 clinical trial for treating AML and are embarking on a Phase 3 clinical trial for the treatment of AML, which we believe will be pivotal.

Annamycin has also been in two Phase 1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, STS or Advanced STS).

Our Phase 1B/2 STS lung mets trial MB-107 is completed, and a clinical study report has been issued.

The other trial is an investigator initiated Advanced STS trial which is closed to recruitment.

One of our core management beliefs is that anthracyclines represent one of the most important treatments for nearly half of all cancers, including AML and Advanced STS, and that Annamycin may increase the efficacy, safety and tolerability of anthracycline therapy fora majority of these patients.

We believe that such a benefit could be disruptive to the competitive landscape for these markets.

This belief, coupled with our limited resources, leads us to currently focus mainly on the development of Annamycin.

We intend to advance our other drug candidates via investigator led studies – both preclinically and clinically.

Focus and Core Technologies

We are a late-stage pharmaceutical development company currently evaluating Annamycin, also known as L-Annamycin and by its generic name "naxtarubicin”, which we believe is a "next-generation” anthracycline and, with it, are conducting a pivotal Phase 3 trial in combination with cytarabine for the treatment of subjects with relapsed/refractory (R/R) acute myeloid leukemia (AML).

We call this the "MIRACLE” trial (derived from Moleculin R/R AML AnnAraC Clinical Evaluation).

A blinded preliminary data readout has already been released for the MIRACLE trial, and we expect to have an interim unblinding of data in mid-2026 and an additional unblinding in the second half of 2026, thereby concluding Part A of the two-part trial.

We believe such early visibility for a pivotal registration-enabling trial is unique in that stakeholders will receive preliminary safety and efficacy data long before the conclusion of the trial.

We have two additional portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded by investigators at academic institutions.

One of these portfolios has an ongoing investigator-initiated trial, another one planned and additional active preclinical testing.

Since our inception, drug candidates from each of the three core portfolios are in active planning for, have approval to begin, are currently in or have successfully completed eighteen clinical trials.

Each of our three core technologies is based substantially on discoveries made at, made in conjunction with, and/or licensed from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas.

For each of the core technologies, one or more drug candidates have successfully completed a Phase 1 or greater clinical trial.

Three of our drug candidates have shown human activity in clinical trials and are currently or have been in Phase 1B/2, Phase 2, Phase 2B/3 clinical trials.

One of those drug candidates is Annamycin, which is currently in the MIRACLE trial.

We believe Annamycin is a first-in-class, next-generation anthracycline and DNA-binding agent designed to overcome key limitations associated with currently approved anthracyclines.

Whereas first- and second-generation anthracyclines are currently used to treat approximately half of all cancers, they carry with them the burden of dangerous cardiotoxicity and efficacy limitations associated with multidrug resistance mechanisms and poor tissue/organ distribution.

Later generation anthracyclines are comprised mainly of attempts to reduce cardiotoxicity or enhance anticancer activity, but we believe have failed to deliver the necessary safety and efficacy profiles to win approval or gain market acceptance.

Annamycin is an entirely new chemical entity integrating a new molecular structure intended to enhance its ability to selectively kill cancer cells and reduce toxic side effects.

Annamycin possesses a unique and innovative multilamellar lipid-based delivery system designed to improve bioavailability and to increase therapeutic window.

The result is a next-generation anthracycline that we believe effectively addresses critical problems associated with currently used anthracyclines.

It is our lead drug candidate, and we have concluded a Phase 1B/2 clinical trial for treating AML and are now conducting a Phase 3 clinical trial for R/R AML, which we believe will be registration enabling.

We have also sponsored two Phase 1B/2 clinical trials of Annamycin for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), the results of which we believe supports further clinical development beyond Phase 1 and further evaluation of Annamycin’s therapeutic potential in this indication.

We believe that our lead drug candidate Annamycin has:

The following advantages over early-generation anthracyclines which in their totality support Annamycin’s classification as a “next-generation” anthracycline:

1) demonstrated across five clinical trials to be non-cardiotoxic (n=90) with some patients being safely dosed at five times the typical lifetime maximum allowable anthracycline dose, (which potentially enables repeated dosing, consolidation and even use as a maintenance therapy);

2) exhibits no vesicant activity as well as greater tolerability, making it safer to handle and administer and easier on patients;

3) shown in preclinical models to circumvent multidrug resistance by avoiding MDR1 mechanisms and also to avoid cross-resistance with some of the most commonly used drugs for the treatment of AML (as well as many other cancers), including currently prescribed anthracyclines, cytarabine and venetoclax and, 4) exhibited in preclinical models substantially improved tissue/organ distribution;

Demonstrated a complete remission (CR) rate of 50% and a composite complete remission (CRc) rate of 60% in combination with cytarabine for the treatment of R/R AML as second line therapy (n=10).

On an all-comer’s basis (no limit on prior lines of therapy), the population of subjects who achieved a CR (n=8) demonstrated durability of approximately 13 months with median overall survival of 15 months and developing at the time of analysis, with 4 of 8 subjects (50%) censored;

Shown promising blinded safety and efficacy data for the first 30 subjects treated in the MIRACLE trial as we head towards the planned interim unblinding of data for the first 45 subjects treated in Part A of the MIRACLE trial in mid-2026;

Shown encouraging activity in a total of five different clinical trials, which are now complete with clinical study reports for internally funded trials, funded both internally and externally (through investigator-initiated trials);

specifically including relapsed and refractory AML with complete remission rates significantly above currently approved second line therapies and STS lung mets with overall survival as a median seventh line therapy comparable to overall survival seen with approved first line monotherapies;

Composition of matter patent protection through 2040 with the potential to extend as far as 2045 as well as Orphan Drug and Fast Track designation.

A core management belief is that anthracyclines represent one of the most important treatments available for AML and Advanced STS, as well as many other cancers, and we believe Annamycin may, for the first time ever, allow a majority of these patients to benefit from Annamycin’s improved safety and efficacy by allowing increased dosing (and even maintenance dosing), improved tolerability and allowing access for patients who otherwise would not be eligible for an anthracycline (including the elderly and those with impaired cardiac function).

We believe that such benefits will be disruptive to the competitive landscape for these markets.

This belief leads us to focus our available resources mainly on the development of Annamycin.

We seek to advance our other drug candidates via investigator led studies, both clinically and preclinically, and as available resources will allow.

Core Technologies and Focus

Our core technologies consist of the following programs:

a) Annamycin or L-Annamycin is a “next generation” anthracycline (one of the most widely used classes of chemotherapy), designed to be different than currently approved anthracyclines, which are limited in utility because of cardiotoxicity risks and their susceptibility to multidrug resistance mechanisms.

Annamycin was designed to avoid multidrug resistance and to be non-cardiotoxic and, with intensive cardiac monitoring, has shown no cardiotoxicity in subjects treated in our six Annamycin clinical trials to date.

Furthermore, we have demonstrated safe dosing significantly beyond the lifetime dose limitations imposed by regulatory authorities upon commonly prescribed anthracyclines due to their inherent cardiotoxicity.

The clinical activity for Annamycin is discussed below.

a) Annamycin is what we believe to be a “next-generation” anthracycline (one of the most widely used classes of chemotherapy), designed to be different than currently approved anthracyclines, which are limited in utility because of cardiotoxicity risks, tolerability, their susceptibility to multidrug resistance mechanisms and a lack of efficacy in certain tumor models.

b) Our WP1066 Portfolio includes WP1066, WP1193 and WP1220, three of several Immune/Transcription Modulators in the portfolio designed to inhibit p-STAT3 (phosphorylated signal transducer and activator of transcription) among other transcription factors associated with tumor activity.

These also stimulate a natural immune response to tumors by inhibiting the errant activity of Regulatory T-Cells (TRegs).We have an oral formulation of WP1066 that has been in three clinical trials to date and we are currently performing preclinical work on an intravenous formulation, all of which are funded and performed by investigator-initiated studies.

These also stimulate a natural immune response to tumors by inhibiting the errant activity of Regulatory T-Cells (TRegs).

c) Our WP1122 Portfolio contains compounds (including WP1122, WP1096, and WP1097) designed to exploit the potential uses of inhibitors of glycolysis such as 2-deoxy-D-glucose (2-DG).

We believe such compounds may provide an opportunity to cut off the energy supply of tumors by taking advantage of their high degree of dependence on glucose in comparison to healthy cells, as well as viruses that also depend upon glycolysis and glycosylation to infect and replicate.

Annamycin and the Lack of Cardiotoxicity

As part of our Annamycin clinical trials, we have engaged an independent expert at the Cleveland Clinic to assess cardiotoxicity associated with chemotherapy (Expert or Independent Expert).

The data made available to the Expert include left ventricular ejection fraction (LVEF) as determined by echocardiograms, and ECHO strain imaging, as well as serum Troponin levels (a biochemical marker of acute heart damage).

“ECHO strain imaging” is a method in echocardiography (medical ultrasound) for measuring regional or global deformation (contraction or beating) of the myocardium (heart muscle).

By strain rate imaging, the simultaneous function of different regions can be displayed and measured.

Cardiac health biomarkers such as blood Troponin levels are considered an indicator of potential long-term heart damage.

The Expert issued periodic reports during our MB-106 clinical trial and will also issue updated reports over the course of the MIRACLE trial.

Such data from clinical trials where a clinical study report has not yet been issued include some data which are preliminary and subject to change.

We now have independent assessments covering 84 subjects that have been treated with Annamycin in five different clinical trials in the US and Europe with no evidence of cardiotoxicity.

To date of the 77 subjects treated in our internally funded trials, 56 were treated above the FDA’s lifetime maximum anthracycline limit of 550 mg/m 2 , including one subject whose repeated Annamycin treatments took that subject to a total cumulative anthracycline exposure of 3,420 mg/m 2 (or roughly five times the FDA approved lifetime anthracycline exposure) and there has been no evidence of cardiotoxicity reported.

After review of the data provided, the Independent Expert concluded that there was no evidence of drug-related cardiotoxicity in any subjects.

Furthermore, additional subjects have been treated in the MIRACLE trial and, to date, no cardiotoxicity has been observed, bringing the total subjects treated safely with Annamycin to almost 100 subjects.

We believe the Expert's reports are particularly relevant in light of a recently published retrospective study showing that the incidence of heart failure more than doubles for cancer patients treated with anthracyclines compared to cancer patients not receiving anthracyclines (C Larson, et al.

Anthracycline and Heart Failure in Patients Treated for Breast Cancer or Lymphoma, 1985-2010.

JAMA Network Open.

2023;6(2):e2254669.

doi:10.1001/jamanetworkopen.2022.54669).

Given the heart-damaging impact of prior treatment with currently prescribed anthracyclines, and considering that the subject population that we are enrolling in our Annamycin trials (multiple prior therapies, including anthracyclines known to be cardiotoxic, many elderly, and other comorbidities) we believe that there is a high likelihood that a cardiac event will eventually occur in the future that we will not be able to disassociate from Annamycin.

We believe that the potential for such future incidences, however, does not outweigh the significant lack of cardiotoxicity to date as reflected in the Expert’s reports.

Although we have not definitively concluded that Annamycin is incapable of cardiotoxicity, we discuss Annamycin’s lack of demonstrated cardiotoxicity in this document, corporate presentations and other public communications.

Such discussions reflect the information in the preceding paragraphs but in summary are based on the following:

1) Annamycin was initially designed to be non-cardiotoxic;

2) Preclinical studies have demonstrated Annamycin lacks cardiotoxicity as compared to a currently prescribed anthracycline;

and, 3) Our Expert’s conclusions from analyzing the data from 84 subjects treated with Annamycin in five clinical studies conducted in the US and in the EU.

Our discussions will reflect any additional data or analyses as they become available.

Clinical Trials Summary

We have multiple active INDs/CTAs ("Investigational New Drug" authorization in the US or "Clinical Trial Authorization" in other countries).

These INDs/CTAs are under development, approved, in progress, or completed and comprise a total of fourteen clinical trials, internally and externally funded.

With Annamycin, we closed one AML clinical trial:

MB-106 which was a Phase 1B/2 treating AML with the combination of Annamycin and Cytarabine (together referred tp as “AnnAraC”).

The Clinical Study Report is now being written.

Additionally, MB-108 is a Phase 2B/3 pivotal clinical trial treating R/R AML as 2 nd line therapy (recruitment has started and additional sites are being added) with AnnAraC.

Finally, there is one externally funded Phase 1B/2 trial treating STS Lung Mets with Annamycin as monotherapy.

This trial is closed and is in follow-up on the trial’s subjects.

With WP1066, we have an externally funded a Phase 1B/2 trial in combination with radiation treating glioblastoma (GBM) at Northwestern University that is active.

MIRACLE Trial

We have a Phase 3 pivotal trial for the treatment, with Annamycin in combination with Cytarabine, of AML patients who are R/R after induction therapy.

This Phase 3 MIRACLE trial is a global study.

It is an adaptive trial designed with a lead-in Part A portion of the study having three arms (control arm with cytarabine, and two test arms with cytarabine plus two different doses of Annamycin) intended to determine an “optimum dose” to be used in Part B of the study.

Once an optimum dose for the Annamycin is determined the study will continue into Part B with two arms (control arm with cytarabine and a test arm with cytarabine plus Annamycin).

In some contexts, we refer to Part A as Phase 2B and Part B as Phase 3, however the adaptive design enables the combining of data from Part A (for the optimum dose) with Part B such that data from both parts A and B will comprise Phase 3 data.

Our Current Clinical Trial Focus

We are focused on the development of Annamycin and WP1066 through internally and externally funded programs (“internally” and “externally” are defined in the Funding Strategy section below) as follows:

Internally funded – In combination with cytarabine (also known as Ara-C, the combination with Annamycin of which is referred to as AnnAraC) for the treatment of R/R AML, the aforementioned MIRACLE trial, and

Externally funded – Advancing beyond our initial Phase 1B/2 internally funded trial for the treatment of STS metastasized to the lungs.

Externally funded – Based on sponsored research, we intend to begin in 2026 a Phase 1B/2 clinical trial with Annamycin as a monotherapy treating 3 rd line pancreatic cancer.

Internally funded – MB-109 utilizing AnnAraC for R/R AML as 3 rd line therapy in adults is planned for 2027.

Externally funded – MB-110 utilizing AnnAraC for R/R AML as 2 nd line therapy in pediatrics is planned for 2027.

We are researching potential sites for a grant funded trial.

Externally funded - An improved formulation for delivery intravenously (IV) of a molecule from the WP1066 portfolio to possibly further support future externally funded oncology clinical trials.

Such a formulation requires additional preclinical work prior to a clinical trial.

Externally funded - Phase 1B/2 trial for WP1066 oral formulation in combination with radiation treating glioblastoma (GBM) both in adults and pediatrics.

An adult clinical trial is in process, and a pediatric trial is in the planning stage.

We have established a Recommended Phase 2 Dose for WP1122 to potentially enable future externally funded oncology and virology trials.

Beyond this, we support development of our core technologies through sponsored (internally funded) non-clinical research at MD Anderson.

Recent Business Developments

MIRACLE Trial

Clinical and Regulatory

On November 13, 2025, we announced an update, as of November 4, 2025, on recruitment for MIRACLE with 60% of the targeted 45 subjects consented into the trial with additional subjects identified by site investigators.

We believe that the blinded complete remission response activity to date is within the randomized expectations, based on historical clinical data for the treatment arms.

The currently consented subjects are from across sites in five countries, providing a diverse base of subjects.

With the upcoming holidays in addition to unexpected bed shortages at certain EU sites, we expect treatment of the last of the first 45 subjects in the first quarter of 2026.

Such data will be audited, locked, and reviewed prior to release.

The release of the unblinded data will be thereafter.

The final unblinded data of the first 90 subjects will be the basis for the Data Safety Monitoring Committee’s (DSMC) recommendation of the treatment arms going forward and, most importantly, on any needed actions related to subject safety.

Subjects have been identified in the US, and to date, none have passed our pre-screening protocol.

We announced on September 9, 2025, updates to our site status and recruitment and as of early September 2025, 13 subjects had been screened, enrolled, or dosed, with a target of reaching 20 active/screening sites by month-end.

On September 1, 2025, and treated our first subject in the European Union (EU).

As of July 25, 2025, we selected over 35 sites to conduct Part A of the MIRACLE trial in the US, the EU, and Eastern Europe.

Four sites (one each in Ukraine, the country of Georgia, Spain and the US) were actively recruiting, screening and/or treating subjects.

Besides these four sites the MIRACLE trial was approved by over 25 ethics committees of various clinics in the US and the EU.

Eight subjects were treated as of July 25, 2025 in the MIRACLE trial.

Since February and through October of 2025, we received a total of ten separate communications from the FDA including additional comments and information requests, all of which we addressed.

These requests focused mainly on safety, subject monitoring, clinical pharmacology, statistics, and inclusion/exclusion criteria.

None of the requests resulted in significant changes to overall trial design or dosing of Annamycin.

Such requests require from time to time, an update to our protocol, which must be processed through each regulatory/clinical jurisdiction, and we believe such requests and responses will continue as we progress the MIRACLE trial through multiple countries.

The US and EU protocols with the FDA and EMA, respectively, are currently “harmonized” and future requests as we proceed may require future “harmonization”.

In November 2024, we amended our existing US investigational new drug application or IND for inclusion of the MIRACLE trial protocol.

In the amendment with the new MIRACLE protocol, the trial will allow, for the first time in the US for AML subjects, dosing above the lifetime maximum allowable dose for currently prescribed anthracyclines.

Then in February 2025 we received FDA feedback and guidance on that amendment.

Such feedback allowed a reduction in the size of our Part B of the Phase 3 pivotal trial protocol to 222 subjects.

Guidance from FDA included a recommendation to alter the statistical plan that reduced the initially proposed size of Part B of our trial by approximately 10%.

Moreover, the nature of the feedback helps us move forward quickly to open sites in the US, in addition to the non-US sites we are expecting to open.

Any reduction in recruitment enables shortening the time for completion of the trial.

On July 9, 2025, we announced that the Regulation Agency for Medical and Pharmaceutical Activities (RAMPA) in the country of Georgia has approved our Clinical Trial Application (CTA) to conduct the MIRACLE trial, further expanding our active sites beyond Ukraine.

On May 12, 2025, we announced that the European Medicines Agency (EMA) approved its Clinical Trial Application to conduct the MIRACLE trial in all nine countries submitted in the European Union (EU).

We received the final Report for the Application and Evaluation Assessment (part of the EMA’s Clinical Trial Information System or CTIS process) of "Acceptable" for Belgium, Czechia, France, Germany, Italy, Lithuania, Poland, Romania, and Spain.

Such approval was under the condition that we present results of appropriate nonclinical GLP studies before initiating the Phase 3 portion (Part B) of the MIRACLE study.

Such results will be submitted as a substantial modification.

Along with the individual country committee and/or ethics approvals for these nine countries in the EU, this allows us to proceed.

While there are minor differences between the US and EU protocols with the FDA and EMA, respectively, we do not view these as a barrier to conducting the study and are working to harmonize the protocols as appropriate.

MB-106 Clinical Study with AnnAraC for the Treatment of AML (1st through 7th Linse Subjects)

We completed our Phase 1B/2 (MB-106) clinical trial evaluating AnnAraC for the treatment of subjects with AML with the database for the trial locked in September 2025.

The data below is subject to the final Clinical Study Report (CSR) being published which is projected to be in the first quarter of 2026.

In total, 23 subjects were enrolled and 22 dosed in the trial, with all subjects (1st Line through 7th Line or 1L-7L) who received AnnAraC per protocol having completed their efficacy evaluations (n=20).

The updated overall survival (OS) data revealed the following:

Median OS for Complete Remissions (CR):

Technically median OS was not met as 50% of the subjects in the CR population were alive at study close.

A median OS of 15+ months (n=8) was reported at study close with 4 subjects alive.

Median OS for the intent to treat (ITT) Safety Population (1L-7L):

9 months (n=22;

13 subjects experienced an event, 9 subjects censored)

Median OS for 2L Safety Evaluable Population:

12 months (n=9)

Industry publications note that the typical OS for relapsed AML patients is roughly 4-6 months.

As previously reported, 8 subjects in the intent-to-treat (ITT) population of 22 (36%) achieved a complete remission (CR) following treatment with AnnAraC.

Among the subjects treated in the second line (2L) setting (n=10), the CR rate (the same primary efficacy endpoint as in the ongoing Phase 2B/3 pivotal MIRACLE trial), was 50%.

Median durability for the 8 subjects achieving a CR was 10 months and continuing at the end of the study.

CR durability ranged from 2 months to 22 months and continuing.

CRs were achieved in subjects with a variety of prior treatments, including traditional 7+3 and venetoclax regimens.

This data is considered preliminary until a final CSR is published.

Pediatric Study for Annamycin in Combination Therapy with Cytarabine for the Treatment R/R AML

Received Positive FDA Feedback on Pediatric Study Plan for Annamycin in Children with R/R AML

We announced on June 18, 2025, that we received a written response from the Office of Oncologic Diseases – Pediatric Oncology of the FDA regarding our Initial Pediatric Study Plan (iPSP), which was submitted after a June 2024 end-of-phase 1/2 meeting.

The FDA has agreed to a single pediatric approval study in which Annamycin (also known as naxtarubicin) in combination with Cytarabine will be evaluated as second line therapy in pediatric patients with R/R AML.

We believe that this is particularly important in pediatric oncology because about 60% of children with cancer are treated with anthracyclines that present a high risk of causing heart damage, we expect to commence this trial in the second half of 2027.

As part of the iPSP, we proposed a single-arm study evaluating pharmacokinetics (PK), efficacy, and safety of AnnAraC in patients between 2 and 16 years of age.

The FDA response calls for including patients from 6 months of age and older, with no minimum number of patients between 6 months and 2 years old.

FDA also clarified that drug concentration exposure and safety profile that are comparable would allow extrapolation from efficacy in adults.

Importantly, FDA said we would be able to start the pediatric trial before having the full two years of follow-up data from the adult trial.

Between August 2025 and September 2025, we corresponded with the FDA regarding certain specifics of this trial.

On September 26, 2025 we received the iPSP agreement letter from the FDA.

MB-107 Annamycin in Monotherapy for the Treatment of STS Lung Mets

We recently hosted a Key Opinion Leader (KOL) call announcing and reviewing the final top line data from the MB-107 trial.

The MB-107 trial involved Annamycin monotherapy treatment for STS Lung Mets.

The final top line results of MB-107 demonstrated median overall survival (OS) of 13.5 months for subjects as median 7th line therapy (n=36).

This compares to OS of 8-12 months in standard of care treatments and 13.4 months for experimental treatments for advanced STS as 2nd line (Comandone A, et al;

“Salvage Therapy in Advanced Adult Soft Tissue Sarcoma:

A Systematic Review and Meta-Analysis of Randomized Trials”;

The Oncologist 2017;22:1518–1527).

Investigator-Initiated Study Annamycin for the Treatment of Pancreatic Cancer

On November 2025 we announced grant funded research evaluating Annamycin for the treatment of pancreatic cancer at University of North Carolina - Chapel Hill (UNC).

In early November we entered into a research and material transfer agreement with the UNC for investigator-initiated preclinical research evaluating Annamycin for the treatment of pancreatic cancer.

The studies covered under this agreement will evaluate the ability of novel treatment agents and modalities to enhance the tumor delivery of liposomal Annamycin (L-Annamycin) and Free-Annamycin as compared to Doxil and Free-doxorubicin in the PDAC GEMM models.

Under the terms of the agreement the Company will supply Annamycin and the UNC Eshelman School of Pharmacy, UNC Lineberger Comprehensive Cancer Center, and Carolina Institute of Nanomedicine will conduct the planned preclinical research as part of a series of funded grants .

On October 23, 2025, we announced that the Company is working with Atlantic Health on an investigator-initiated Phase 1B/2 single-arm study evaluating Annamycin for third-line (3L) treatment of advanced pancreatic cancer.

Pancreatic cancer continues to present significant treatment challenges, being the cancer with the highest mortality rate globally and the seventh leading cause of cancer death.

However, recent preclinical studies indicate that Annamycin may target critical factors associated with this disease, showcasing its potential as a novel therapeutic option.

In connection with the planned study, Moleculin will supply Annamycin and be responsible for submitting and maintaining an Investigational New Drug Application (IND) with the US Food and Drug Administration (FDA), and Atlantic Health will be responsible for conducting the Phase 1B/2 study.

Moleculin estimates the additional cost to run this trial from 2026 into 2030 (for long-term follow-up) will be approximately $1 million, mainly for drug supply and outside laboratory testing.

This trial is subject to the successful filing of an IND with the FDA, both parties agreeing on a clinical trial agreement, ensuring sufficient drug supply and other critical items leading up to expected commencement of the clinical trial in 2026.

Clinical and Regulatory Updates

On May 13, 2026, we announced that the first unblinding of data from our pivotal Phase 2B/3 “MIRACLE” trial remains on track to occur prior to June 30, 2026, as expected.

The MIRACLE trial is evaluating Annamycin in combination with cytarabine compared to cytarabine plus a placebo for the treatment of subjects that have been relapsed or refractory to their primary line of treatment for acute myeloid leukemia (R/R AML).

The trial incorporates two arms of Annamycin at different doses plus cytarabine compared to the control arm of cytarabine plus a placebo.

We also reported that preliminary blinded efficacy data for the first 45 subjects treated continue to approximate previously disclosed results, including a composite complete remission rate (CRc) exceeding 40% and a complete remission (CR) rate of approximately 30%.

These results compare favorably to historical CR rates from two major independent trials of approximately 17–18% observed with cytarabine alone in similar patient populations.

Cytarabine monotherapy is considered a standard of care for second line treatment of AML.

Based on preliminary data, the median age for subjects enrolled is in the mid-60’s, with over 30% entering the trial after becoming relapsed from or refractory to a prior venetoclax regimen as first line therapy, which is considered a particularly challenging patient group.

As of May 5, 2026, 56 subjects (62% of Part A) have been recruited and randomized in the MIRACLE trial, keeping us on track to recruit the 90th subject in Part A in Q3 2026.

On March 23, 2026, we announced that the 45th subject was enrolled in the MIRACLE trial, a milestone triggering the final phase of preparation for the trial’s highly anticipated interim 45 subject data unblinding, which remains on track for mid-2026.

Scientific Presentations of Preclinical Data

Promising Preclinical Data of Annamycin in Liver Cancer Treatment Presented at a Symposium at MD Anderson

On August 6, 2025, we announced the presentation of encouraging preclinical data for its lead drug candidate, Annamycin which demonstrated significant efficacy against various primary and metastatic liver cancers, including hepatocellular carcinoma (HCC), colorectal liver metastases, and pancreatic ductal adenocarcinoma (PDAC) liver metastases.

This is believed to be the result of targeted accumulation in the liver and other organs.

These findings were highlighted in a poster titled "Liposomal Annamycin (L-ANN) Efficacy Against Primary and Metastatic Liver Cancers," presented by Dr.

Waldemar Priebe, Lead Author and Chairman of the Scientific Advisory Board at Moleculin at the recently held Shelby-Lavine Pancreatic Cancer Symposium at MD Anderson Cancer Center.

AACR Presentation of Pre-Clinical Data for Annamycin Market Expansion Potential, including Pancreatic Cancer

We announced on April 29, 2025, that new pre-clinical data for Annamycin demonstrating market expansion potential including treatment for pancreatic cancer was presented at the American Association for Cancer Research (AACR) Annual Meeting in Chicago, IL.

With five previous or current investigator-initiated clinical trials supporting development of our drug candidates, we believe that our next investigator-initiated trials could be Annamycin for the treatment of pancreatic cancer or advanced soft tissue sarcomas.

The study, presented in poster form, was designed to assess the efficacy of Annamycin in combination with approved anticancer agents in order to identify novel potentially highly efficacious clinical applications of Annamycin alone and with a therapeutic partner.

Annamycin in its non-liposomal form (free drug;

in vitro ) and Liposomal Annamycin (L-ANN;

in vivo ) were tested in combination with selected FDA approved drugs.

Several of the most efficacious drug combinations from the in vitro studies were then tested using well developed in vivo models of leukemia and solid tumors, including sarcoma and pancreatic cancer.

It should be noted that in a separate set of previous experiments, Annamycin activity was tested in vitro , and appeared to be highly active, against drug resistant cell lines, including cells resistant to cytarabine and venetoclax.

Clinical Trial with WP1066 at Northwestern University

With our WP1066 oral formula, an externally funded Phase 1B/2 trial in combination with radiation treating GBM, a form of brain cancer, is recruiting and treating subjects at Northwestern University (Northwestern).

This is an investigator-initiated trial where our main cost is supplying drug product.

As of the end of October 2025, Northwestern had recruited 8 subjects, of which 3 were active with treatment, 1 off treatment and in follow-up, and 4 off study.

No data has been released.

This initial enrollment was part of a "lead-in safety analysis".

The safety committee has approved moving forward and, pending approval from the study statistician, the study will proceed with further enrollment.

Prior Pediatric Brain Tumor Study and Preclinical Studies with WP1066 IV Formula at Emory University

A manuscript covering the prior pediatric study for WP1066 treating brain tumors conducted at Emory University has been drafted and was accepted for publication, expected in the second half of 2026.

We signed an agreement with Emory University whereby Emory will study various WP1066 IV formulations in preclinical studies with the goal of selecting the best molecule to move into a clinical setting towards, most likely, brain cancers such as GBM.

Study drug was delivered in April 2025 to Emory.

The protocol for the in vitro and in vivo studies were approved internally.

The in vitro studies should be completed in the fourth quarter of 2025 and the in vivo studies should be completed in the first half of 2026.

Abstract on Cardiac Safety of Annamycin at EHA

On May 12, 2026, we announced the publication of an abstract at the European Hematology Association (EHA) 2026 Congress highlighting the cardiac safety profile of Annamycin (or as known in scientific journals "L-Annamycin").

The abstract titled, " Cardiac Safety of L-Annamycin Across High Cumulative Anthracycline Exposure:

Implications for Relapsed/Refractory AML ," highlighted pooled cardiac safety findings from five completed clinical trials evaluating Annamycin in heavily pretreated patients, including those with substantial prior anthracycline exposure.

Importantly, the analysis demonstrated no clinically significant treatment-related cardiotoxicity across cumulative anthracycline-equivalent doses that exceeded conventional lifetime exposure limits associated with traditional anthracyclines.

The independent cardiac review, conducted by a cardio-oncology laboratory at the Cleveland Clinic, analyzed comprehensive cardiac monitoring data from 90 patients treated with Annamycin.

Among 78 patients with source-data verified pre- and post-treatment ejection fraction assessments, no patients met criteria for clinically significant left ventricular dysfunction.

Mean ejection fraction remained stable, and no association was observed between cumulative dose and cardiac function decline.

Additional analyses of serial ECG's, troponins, and global longitudinal strain assessments similarly demonstrated no evidence of drug-induced cardiotoxicity.

Data Presented at AACR 2026 Annamycin Extends Survival in Metastatic Pancreatic Cancer Preclinical Models

On April 23, 2026, we announced the presentation of new preclinical data at the American Association for Cancer Research (AACR) Annual Meeting 2026 highlighting the potential of our lead drug candidate, Annamycin, in pancreatic cancer.

Access the poster here.

The data demonstrate that liposomal Annamycin (L-ANN or naxtarubicin), a novel, non-cardiotoxic anthracycline, produced significant tumor growth inhibition across multiple pancreatic ductal adenocarcinoma (PDAC) models, including orthotopic human PDAC and syngeneic systems, with strong statistical significance (p < 0.001).

These findings were accompanied by a meaningful survival benefit in a metastatic model, where treatment extended median survival by more than 60% compared to control (29 days versus 18 days;

p = 0.0003), underscoring the potential clinical relevance of L-ANN in aggressive disease settings.

Pharmacokinetic analyses further demonstrated enhanced tumor penetration and retention of Annamycin compared to doxorubicin, with significantly higher accumulation observed in pancreatic tissue and tumors (p<0.0001).

These data provide a mechanistic basis for the observed anti-tumor activity and highlight a key differentiating feature of Annamycin relative to traditional anthracyclines, which have historically shown limited efficacy in pancreatic cancer.

In addition to its direct cytotoxic effects, L-ANN was shown to induce immune activation within the tumor microenvironment, including increased infiltration of CD8+ cytotoxic T cells and CD4+ helper T cells.

These findings suggest the potential for Annamycin to convert immunologically “cold” pancreatic tumors into more responsive phenotypes, supporting its evaluation both as a monotherapy and in combination with other drugs, including immune checkpoint and KRAS inhibitors.

Consistent with prior studies, Annamycin also demonstrated a favorable safety profile, including the absence of cardiotoxicity, a well-documented limitation of conventional anthracyclines such as doxorubicin.

This differentiated safety profile may enable broader therapeutic use and synergistic combination strategies.

Abstract Accepted for Poster Presentation at the 2026 ASCO Annual Meeting

On April 21, 2026, we announced that an abstract highlighting data on our lead drug candidate, Annamycin, was accepted for poster presentation at the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting, taking place May 29 – June 2, 2026, in Chicago, Illinois.

The abstract, titled “ Cardiac safety of L-annamycin at high cumulative anthracycline exposure:

Pooled analysis, ” will be presented in a poster session focused on Symptom Science and Palliative Care.

The abstract presents a pooled analysis evaluating the cardiac safety profile of annamycin in patients with high cumulative exposure to anthracyclines, an important consideration given the known risk of cardiotoxicity associated with this class of chemotherapeutic agents.

Other Corporate

Additional Patents for Annamycin in the EU, Canada and Australia

On October 29, 2025, we announced that the Australian Patent Office (IP Australia) has granted Patent No.

2024203598 titled, " PREPARATION OF PRELIPOSOMAL ANNAMYCIN LYOPHILIZATE ," with claims covering certain preliposomal Annamycin lyophilizates with improved stability and high purity, with a base patent term currently extending until June 2040, subject to extension to account for time required to fulfill requirements for regulatory approval.

We announced on September 25, 2025, that the Canadian Intellectual Property Office (CIPO) issued a notice of allowance for our patent application.

A patent from the application is expected to be issued in the coming months.

On July 30, 2025, we announced that we received a Notice of Intent to Grant for the European patent application titled, " PREPARATION OF PRELIPOSOMAL ANNAMYCIN LYOPHILIZATE ." Such grant should solidify the Company’s European Union exclusivity of Annamycin.

The grant is subject to payment of fees and completion of final amendments and formalities.

When issued, the patent claims will cover methods of making a preliposomal Annamycin lyophilizate with improved stability and high purity, with a base patent term currently extending into 2040, subject to extension to account for time required to fulfill requirements for regulatory approval.

In addition to the newly expected European patent and previously issued US patents, we have additional patent applications related to Annamycin pending in the US, Europe and in major jurisdictions worldwide.

World Health Organization Approval of “naxtarubicin” as International Non-Proprietary Name for Annamycin

We announced on May 6, 2025, that the International Nonproprietary Names (INN) Expert Committee of the World Health Organization approved “naxtarubicin1” for the non-proprietary name of the Company’s next-generation anthracycline in development, Annamycin.

With this INN now given and prior approval by the United States Adopted Names (USAN), we have the ability to establish a universally recognized and conflict-free nonproprietary drug name for Annamycin.

This is considered the last step of approvals for non-proprietary names.

The use of this name will be merged into our public and clinical documents in the near-term.

Commonly referred to as a generic name, each INN is a unique name used to identify pharmaceutical substances or active pharmaceutical ingredients.

Each active substance that is to be marketed as a pharmaceutical must be granted a unique name of worldwide acceptability to ensure the clear identification, safe prescription and dispensing of medicines to patients.

Nonproprietary names are intended for wide use ranging from labelling and product information to drug regulation and scientific literature.

Additional Patents Issued for Annamycin in the US

We announced on May 5, 2025, that the US Patent and Trademark Office (USPTO) granted two additional US patents with claims covering Annamycin.

US patent number 12,257,261 titled, “ Preparation of Preliposomal Annamycin Lyophilizate ”, has claims covering methods of making liposomal Annamycin and US patent 12,257,262 titled “ Method of Reconstituting Liposomal Annamycin “, has claims covering methods of making liposomal Annamycin suspension.

Both patents have a base patent term currently extending until June 2040, subject to adjustment for delays in prosecution and extension to account for time required to fulfill requirements for regulatory approval.

Moleculin has additional patent applications related to Annamycin pending in the US, Europe and in major jurisdictions worldwide.

On March 6, 2025, we announced that we received a Notice of Intent to Grant for the European patent application titled, “ Method of Reconstituting Liposomal Annamycin “.

The grant is subject to payment of fees and completion of final amendments and formalities.

Such grant will enhance the global exclusivity of Annamycin with the potential to be a next generation, non-cardiotoxic treatment for certain cancers.

When issued, the patent claims will cover methods of making liposomal Annamycin suspension as well as the resulting compositions for use in the treatment of cancers, with a base patent term currently extending until June 2040, subject to extension to account for time required to fulfill requirements for regulatory approval.

In addition to the expected European patent and previously issued US patents, Moleculin has additional patent applications related to Annamycin pending in the US, Europe and in major jurisdictions worldwide.

Licenses and Sponsored Research with MD Anderson

We terminated certain licenses related to WP1122 with MD Anderson and began discussions to execute an option or options on these technologies along with additional technologies where the term of such options will be tied to the term of our Sponsored Research Agreement with MD Anderson.

In October 2025, we executed with MD Anderson separate options on intellectual property licenses for WP1122 for treatment of viral infections and on an intravenous formulation for the WP1066 portfolio.

Both of these technologies were co-developed by MD Anderson and Company personnel.

These options are linked to the Company continuing certain sponsored research at MD Anderson for the next two years.

Closing Australian Subsidiary

In June 2018, we formed Moleculin Australia Pty.

Ltd., a wholly owned subsidiary to oversee pre-clinical development in Australia.

In April 2026, we began the process of closing this subsidiary to reduce corporate overhead costs.

Both the board of directors of Moleculin and the subsidiary approved the closing of the subsidiary.

The subsidiary did not have any employees or conduct a separate line of business.

With the MIRACLE trial focused in the US, Europe, and, possibly, the Middle East future activities are not anticipated to include Australia.

Patents for Annamycin Globally

We announced on May 8, 2026, an advancement in our intellectual property portfolio with the issuance of a Hong Kong patent covering our proprietary method of reconstituting liposomal Annamycin.

The newly granted patent (No.

40073244), titled “Method of Reconstituting Liposomal Annamycin,” extends protection through June 25, 2040, further reinforcing Moleculin’s long-term global exclusivity strategy.

The invention is jointly owned with The University of Texas System.

Business transactions

In May 2026, we sold 354,757 shares under the 2025 ATM Agreement for net proceeds of approximately $0.8 million where the lowest price sold was $2.01 per share which reset the Series G and H warrants from $2.40 to $2.01 per share.

In May 2026, we entered into a consulting agreement to provide clinical services pursuant to which it issued the consultant a five-year warrant to purchase 100,000 shares of common stock at an exercise price of $2.48 per shares vesting in twelve equal installments over a one-year period.

Results of Operations

During the third quarter of 2025, the Company elected to change its accounting policy for certain outstanding warrants from the liability method to accounting for warrants under the equity method.

Management believes this change is preferable as it reflects the economic substance of the arrangement with that of an equity instrument and enhances the consistency of the Company's financial reporting.

The effects of the change in accounting method have been retrospectively applied to all periods presented in all sections of this Form 10-Q, including Management's Discussion and Analysis.

Refer to Note 2, "Basis of presentation, principles of consolidation, and significant accounting policies and liquidity" in Item 1 of this Form 10-Q for further information related to the change in accounting principle.

The following table sets forth, for the periods indicated, data derived from our condensed consolidated statement of operations (table in thousands) and such changes in the periods are discussed below in approximate amounts:

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Condensed Consolidated Statements of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

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Interest income, net

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Research and Development Expense.

Research and development (R&D) expense was $3.7 million and $4.9 million for the three months ended September 30, 2025 and 2024 , respectively.

The decrease of $1.2 million is mainly related to lower drug production costs during the current quarter as compared to the prior year quarter due to timing of production and offset by higher clinical operations costs in the current period quarter.

General and Administrative Expense.

General and administrative e xpense was $2.1 million and $2.2 million for the three months ended September 30, 2025 and 2024 , respectively.

The decrease of $0.1 million is mainly related to higher consulting costs and investor relations expenses offset by lower salaries and bonuses and lower stock-based compensation expense.

Research and development (R&D) expense was $5.4 million and $3.4 million for the three months ended March 31, 2026 and 2025 , respectively.

The increase of $2.0 million is mainly related to the MIRACLE clinical trials in Europe of $1.4 million and additional nonclinical studies of $0.3 million plus other research costs during the current quarter as compared to the prior year quarter.

Gain from Change in Fair Value of Warrant Liability.

We recorded a net gain of $1.6 million in the third quarter of 2025 due to the change in fair value of the warrant liability.

The liability-classified warrants are valued at the time of each warrant issuance date, if applicable, and at the end of each reporting period.

We recorded a net gain of $10.8 million in the first quarter of 2026 due to the change in fair value of the Series H warrant liability after the February 2026 inducement.

Changes in fair value are reflected in the statement of operations as a gain or loss from the change in fair value of the warrant in the period in which the change occurred.

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Transaction costs allocated to warrant liabilities and Loss on issuance of warrant liabilities.

Proceeds of offerings are allocated between common shares and warrants first by allocating to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants.

Transaction costs on the Series F warrants in August 2025 amounted to $0.5 million as compared to no loss in the prior quarterly period.

The loss on issuance of the warrant liabilities for the Series F warrants was $20.6 million as compared to no loss for the prior quarterly period in 2024.

Interest income, net.

Interest income, n e t decreased by approximately $0.1 million f or the comparable quarterly periods due to a decreasing cash balance and decreasing interest rates during the past year.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Research and Development Expense.

Research and development (R&D) expense was $10.8 million and $13.3 million for the nine months ended September 30, 2025 and 2024 , respectively.

The decrease of $2.5 million is mainly related to increased clinical operations costs offset by lower drug production costs for the comparable nine month period.

General and Administrative Expense.

General and administrative e xpense was $6.7 million and $6.6 million for the nine months ended September 30, 2025 and 2024 , respectively.

The increase of $0.1 million is mainly related to lower salary and bonus costs for the comparable nine month period, offset by increased consulting and investor relations expenses.

Gain from Change in Fair Value of Warrant Liability.

We recorded a net gain of $1.6 million for the nine months ended September 30, 2025 as compared to a net gain of $1.0 million in the nine months ended September 30, 2024, due to the change in fair value on revaluation of our warrant liability.

We are required to revalue our liability-classified warrants at the time of each warrant issuance, if applicable, and at the end of each reporting period and reflect in the statement of operations a gain or loss from the change in fair value of the warrant in the period in which the change occurred.

We calculated the fair value of the warrants outstanding using the Monte Carlo model for Series E and F warrants.

A gain results principally from a decline in our share price during the period and a loss results principally from an increase in our share price.

Transaction costs allocated to warrant liabilities and Loss on issuance of warrant liabilities.

As the fair value of the liability classified warrants exceeded the total proceeds, no consideration was allocated to the common shares or pre-funded warrants.

The full proceeds of the Series E and F warrants were recorded to warrant liabilities.

Transaction costs for the nine months ended September 30, 2025 was $1.7 million which included the Series E and F warrants as compared to the nine month period ended September 30, 2024.

In addition, the loss on issuance on warrant liabilities was $31.0 for the nine months ended September 30, 2025 on the Series E and F warrants as compared to none for the prior nine months ended September 30, 2024.

Interest income, net.

Interest income, n e t decreased f or the comparable quarterly periods due to a decreasing cash balance and decreasing interest rates during the past year.

Transaction costs on the Series H warrants in February 2026 amounted to $0.7 million.

The loss on issuance of the warrant liabilities for the Series H warrants was $15.2 million as compared to no loss for the prior quarterly period in 2025.

Liquidity and Capital Resources

The following table sets forth our primary sources and uses of cash for the period indicated (table in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

As of September 30, 2025, there w as $0.03 million of cash on hand in a bank account in Australia and we know of no related limitations impacting our liquidity in Australia.

Net increase in cash and cash equivalents

Cash used in operating activities

Cash used in operations was $17.4 million for the nine months ended September 30, 2025 .

This $1.4 million decrease over the prior year period of $18.8 million was primarily due to the timing of costs incurred and associated payments primarily for clinical trial expenses and drug production costs.

Cash used in operations was $6.1 million for the three months ended March 31, 2026 .

This $1.5 million increase over the prior year period of $4.6 million was primarily due to the timing of costs incurred and associated payments for clinical trial expenses and drug production and other testing related expenses.

Cash provided by fin ancing activities

In August 2025, we entered into a warrant exercise inducement offer letter with holders of certain existing warrants pursuant to which the holders agreed to exercise Series E warrants to purchase up to 16,216,216 shares of common stock with an exercise price of $0.37 per shares in exchange for the Company issuing new Series F warrants for the purchase of 64,864,864 shares of our common stock.

Each Series F warrant had an initial exercise price of $0.55 per share and was exercisable as of the date of issuance to October 16, 2030.

We received gross proceeds of $6.0 million.

In addition, during August and September 2025, 2,996,192 shares of Series E warrants were exercised for $1.1 million.

The Series F warrants are classified as liability warrants within our consolidated condensed interim financial statements.

In July 2025, we entered into an at-the-market equity agreement (the 2025 ATM Agreement) with Roth Capital Partners, LLC (Roth).

Pursuant to the terms of the 2025 ATM Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $6.5 million from time to time through or to Roth acting as our sales agent or principal.

Roth may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale at prices related to such prevailing market prices.

We will pay a commission to Roth equal to 3.0% of the gross proceeds from the sale of our common stock under the 2025 ATM Agreement.

We sold 736,549 shares of common stock pursuant to the 2025 ATM agreement in October for gross proceeds of $0.4 million at prices ranging from $0.4349 to $0.5601.

In June 2025, we completed a public offering for the sale of 9,972,026 shares of common stock, and 6,107,974 pre-funded warrants to purchase shares of common stock, and Series E warrants to purchase up to 48,240,000 shares of common stock.

The combined purchase price for the securities was $0.37 per share of common stock (or pre-funded warrant in lieu thereof).

Each Series E warrant has an exercise price of $0.37 per share, and expires five years from the initial exercise date, or August 18, 2030.

We received gross proceeds of $5.9 million and we may receive up to an additional approximately $17.8 million in gross proceeds if the Series E warrants are fully exercised for cash.

On February 25, 2025, we entered into a securities purchase agreement with an institutional investor for the sale of 1,150,000 shares of common stock, and 2,121,029 pre-funded warrants to purchase shares of common stock, and Series D warrants to purchase up to 6,543,058 shares of common stock.

The combined purchase price for the securities was $1.07 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $0.001 per share.

All pre-funded warrants were exercised in June 2025.

Each Series D warrant has an exercise price of $1.07 per share, and expire five years from the initial exercise date, or August 18, 2030.

We received gross proceeds of $3.5 million.

On February 13, 2025, we entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 5,828,570 shares of common stock (Series C warrants) pursuant to which the warrant holder agreed to exercise for cash their existing warrants at a reduced exercise price of $1.00 in exchange for our agreement to issue the inducement warrants to purchase up to 11,657,140 shares of our common stock.

Each inducement warrant has an exercise price of $0.75, and is exercisable as of the date of issuance and may be exercised for a period of five years from the date of issuance.

We received gross proceeds of $5.8 million.

This brought the total gross proceeds received in February 2025 to $9.3 million.

On August 19, 2024, we completed a public offering of 283,000 shares of common stock and 2,183,368 pre-funded warrants to purchase shares of common stock, Series A warrants to purchase up to 2,466,368 shares of common stock and Series B warrants to purchase up to 2,466,368 shares of common stock, at a combined public offering price of $2.23 per share (or per pre-funded warrant in lieu thereof) and accompanying warrants.

We received gross proceeds of $5.5 million, before deducting the placement agent's fees and other offering expenses.

We believe that our cash on hand and cash equivalents as of September 30, 2025, is sufficient to fund our planned operations into the first quarter of 2026.

On February 19, 2026, we entered into warrant inducement agreements with certain holders of our existing equity-classified Series E and Series F warrants.

Pursuant to the agreements, the holders exercised warrants to purchase an aggregate of 2,122,652 shares of our common stock at an exercise price of $3.90 per share, resulting in aggregate gross proceeds of approximately $8.3 million.

In consideration for such exercises, we issued new Series H warrants to purchase up to 6,367,956 shares of common stock.

The Series H warrants have a five-year term and an exercise price of $2.3976 per share.

The warrants contain customary anti-dilution adjustments and beneficial ownership limitations and became exercisable upon stockholder approval in April 2026.

As a result of the completion of this transaction, the exercise price of our outstanding Series E warrants was adjusted to $3.00 per share, and the number of shares underlying the remaining outstanding Series E warrants increased, in each case pursuant to the anti-dilution provisions contained in such warrants.

In addition, the exercise price of our outstanding Series F warrants was adjusted to $2.75 per share, and the exercise price of our outstanding Series G warrants was adjusted to $2.3976 per share.

We recorded a deemed dividend of $1.8 million resulting from the downward adjustment to the exercise price of certain warrants and the increase in the number of shares underlying certain outstanding warrants, in each case triggered by the anti-dilution provisions contained in the original warrant agreements.

The deemed dividend was recorded within additional paid-in capital and recognized as a reduction to income available to common stockholders.

On December 23, 2025, we increased the maximum aggregate gross sales price of our common stock that may be offered, issued and sold under our at the market equity offering agreement (the “2025 ATM Agreement”) with Roth Capital Partners, LLC (“Roth”), which we initially entered into in July 2025, from $6.5 million to $8.2 million.

Pursuant to the terms of the 2025 ATM Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $8.2 million from time to time through or to Roth, acting as sales agent or principal.

Roth may sell shares of our common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

We pay Roth a commission equal to 3.0% of the gross proceeds from any shares of common stock sold under the 2025 ATM Agreement.

During the first quarter of 2026, we sold 3,785 shares of common stock pursuant to the 2025 ATM Agreement for gross proceeds of approximately $18,000.

We believe that our cash on hand and cash equivalents as of March 31, 2026, plus the $0.8 million raised subsequent to the quarter via issuance of common stock under its ATM, is sufficient to fund our planned operations into the third quarter of 2026.

This takes into account cash outlays for preparations for clinical trials beyond the current active trials.

The continuation of our Company as a going concern is dependent upon our ability to obtain necessary financing to continue operations and the attainment of profitable operations.

We must seek additional funds of approximately $7 million, to support MIRACLE and our operations into the second quarter of 2026 through the combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof to continue our operations in near term.

We must seek additional funds of approximately $25 million, to support MIRACLE and our operations into the first quarter of 2027 through the combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof to continue our operations in near term.

We cannot provide assurance that such events or a combination thereof can be achieved.

In March 2022, we received a subpoena from the SEC requesting information and documents, including materials related to certain individuals (none of which are our officers or directors) and entities, and materials related to the development of and statements regarding our drug candidate for the treatment of COVID-19.

We have received, and expect to continue to receive, periodic further requests from the SEC staff with respect to this matter.

We are not aware of the specific nature of the underlying investigation by the SEC, and to the extent that this investigation relates to prior public disclosures that we have made, we believe in the accuracy and adequacy of such prior disclosures.

The correspondence from the SEC transmitting the subpoena to us states that the SEC is trying to determine whether there have been any violations of federal securities laws, but that its investigation does not mean that the SEC has concluded that anyone has violated the law or that the SEC has a negative opinion of any person, entity, or security.

We cannot predict when this matter will be resolved or what, if any, action the SEC may take following the conclusion of the investigation.

The Company's expenses for the three and nine months ended September 30, 2025, were not material.

The Company expensed approximately $0.1 million and $0.2 million in related general and administrative fees and expenses for the three and nine months ended September 30, 2024, respectively.

Critical Accounting Policies and Significant Judgments and Estimates

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What changed 10-Q

Item 2. Management’s Discussion and Analysis