What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 1234 added, 1035 removed, 912 unchanged (71% of the section changed)

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and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on that evaluation, our principal

executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable

assurance level as of December 31, 2024 , due to a material weakness in our internal control over financial reporting, which is

described below under “Management’s Annual Report on Internal Control Over Financial Reporting.”

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Based upon such evaluation, our principal executive and financial officers have concluded

that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports

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or that the degree of compliance with policies and procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting based on criteria established in “Internal

Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on this assessment, management has concluded as of December 31, 2024, our internal control over financial reporting

was not effective, as management identified a deficiency in internal control over financial reporting that was determined

to be a material weakness.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented

or detected on a timely basis.

We did not maintain an effective internal control

environment to ensure the processing of and reporting of non-routine transactions are complete, accurate and timely.

Specifically, we

did not have the accounting resources necessary to ensure the timely preparation and review of the Company’s indefinite-lived assets

impairment assessment.

The material weakness identified above could result in a misstatement to the aforementioned asset balances and disclosures

that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or

detected on a timely basis.

Remediation Plan:

Management has initiated a remediation plan to address the control deficiency that led to the

material weakness.

The remediation plan includes, but is not limited to, engagement of additional external accounting resources to assist

with the preparation and review of the Company’s annual indefinite-lived assets impairment assessment.

assessed the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated

Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment,

management has concluded as of December 31, 2025, our internal control over financial reporting was effective.

2024, we did not maintain an effective internal control environment to ensure the processing of and reporting of non-routine

transactions are complete, accurate and timely.

Specifically, we did not have the accounting resources necessary to ensure the

timely preparation and review of the Company’s indefinite-lived assets impairment assessment.

During 2025, the Company engaged third party financial resources to assist in its evaluation of its indefinite-lived

assets for impairment.

Based on these additional resources, the Company has concluded that it has remediated the material weaknesses that

existed for the year ended December 31, 2024.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

in Internal Control Over Financial Reporting:

Except for changes being implemented by the Company to address the material weakness identified above, there

was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d)

of Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that occurred

during the quarter ended December 31, 2024 covered by this report that has materially affected or is reasonably likely to materially

affect our internal control over financial reporting.

for changes being implemented by the Company to address the material weakness identified above, there was no change in our internal control

over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that occurred during the quarter ended December 31,

2025 covered by this report that has materially affected or is reasonably likely to materially affect our internal control over financial

of the Company’s directors and officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement during the Company’s fiscal quarter ended December 31, 2025 (each as defined in Item 408 of Regulation S-K

under the Exchange Act).

Regarding Foreign Jurisdictions that Prevent Inspections

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Officers are appointed by our Board

of directors and serve at the discretion of the board, subject to applicable employment agreements.

The following table sets forth information

regarding our executive officers and the members of our board of directors.

Chief Executive Officer and President

Financial Officer

and serve at the discretion of the Board, subject to applicable employment agreements.

The following table sets forth information regarding

our executive officers and the members of our Board.

Chief Executive Officer, President and Interim Chief Financial Officer

Jabbour, JD was appointed Chief Executive Officer in March 2018 and was named Chairman in March 2025.

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Jabbour is also a Co-founder of Matinas BioPharma.

Prior to joining our management team, he was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012

to October 2013, a privately held diversified healthcare services company.

Prior to MediMedia, he was the Senior Vice President, Head

of Global Legal Affairs of Wockhardt Limited (2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant

Secretary at Reliant (2004-2008).

Earlier in his career, he held positions as Commercial Counsel at Alpharma, Inc.

(2003-2004) and as

a Corporate Associate at Lowenstein Sandler LLP (1999-2003).

Jabbour has also served on the board of directors of Indaptus Therapeutics, Inc.

INDP), a clinical stage biotechnology company

dedicated to pioneering innovative cancer and viral infection treatments since February 2026.

Prior to joining our management team, he

was the Executive Vice President and General Counsel of MediMedia USA, or MediMedia, from 2012 to October 2013, a privately held diversified

healthcare services company.

Prior to MediMedia, he was the Senior Vice President, Head of Global Legal Affairs of Wockhardt Limited

(2008-2012), a global pharmaceutical and biotechnology company, and Senior Counsel and Assistant Secretary at Reliant (2004-2008).

in his career, he held positions as Commercial Counsel at Alpharma, Inc.

(2003-2004) and as a Corporate Associate at Lowenstein Sandler

LLP (1999-2003).

Jabbour earned his J.D.

from Seton Hall University School of Law in

New Jersey and a B.A.

in Psychology from Loyola University in Baltimore.

Kucinski, MBA, CPA was appointed Chief Financial Officer in January 2019.

He most recently served as Chief Financial Officer

at RemedyOne, a privately held healthcare consulting organization, during 2018.

Prior to that, he served as Vice President & Treasurer

at Par Pharmaceutical Companies, Inc., an operating company of Endo International plc, a leading generics and specialty-branded pharmaceutical

company, from 2009 to 2015.

In addition, Mr.

Kucinski held various roles at Barr Pharmaceuticals, Inc., including Senior Director, Finance

& Corporate Development and Assistant Treasurer & Senior Director, Finance.

Kucinski is a Certified Public Accountant.

received his Bachelor of Business Administration in Accounting from the University of Notre Dame and an M.B.A.

in Finance & Management

from the Leonard N.

Stern School of Business at New York University.

from Seton Hall University School of Law in New Jersey and a B.A.

in Psychology from Loyola

University in Baltimore.

See description under “Management.”

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We believe Ms.

D’An is qualified to serve on our board of directors due to her extensive expertise and experience in a variety of public companies

and because of her demonstrated financial expertise and experience serving on boards of directors and as Chair of audit committees.

Murphy has served on our board of directors since March 2025 and is currently a Director and Executive Chairman of Organovo Holdings,

Murphy re-joined the Organovo board of directors in July 2020 and has served as its Executive Chairman since

September 2020.

Murphy is also the Chief Executive Officer and Chairman of Viscient Bio (“Viscient”), a private company

that he founded in 2017 that is focused on drug discovery and development utilizing 3D tissue technology and multi-omics (genomics, transcriptomics,

metabolomics).

Murphy previously served as the President and Chief Executive Officer of Organovo from February 2012 through April

2017, and as Chairman from February 2012 through August 2017.

Murphy also previously served as President, Chief Executive Officer,

and Chairman of Organovo, Inc., Organovo’s primary operating company prior to its going-public transaction, from August 2007 to

February 2012.

D’An is qualified to serve on our Board due to her extensive expertise and experience in a variety of public companies and because

of her demonstrated financial expertise and experience serving on boards of directors and as Chair of audit committees.

Murphy has served on the Board since March 2025 and is currently a Director and Executive Chairman of VivoSim Labs, Inc.

VIVS) (formerly Organovo Holdings, Inc.

Murphy re-joined the VivoSim board of directors in July 2020 and has served

as its Executive Chairman since September 2020.

Murphy is also the Chief Executive Officer and Chairman of Viscient Bio (“Viscient”),

a private company that he founded in 2017 that is focused on drug discovery and development utilizing 3D tissue technology and multi-omics

(genomics, transcriptomics, metabolomics).

Murphy previously served as the President and Chief Executive Officer of Organovo from

February 2012 through April 2017, and as Chairman from February 2012 through August 2017.

Murphy also previously served as President,

Chief Executive Officer, and Chairman of Organovo, Inc., Organovo’s primary operating company prior to its going-public transaction,

from August 2007 to February 2012.

Prior to founding Organovo, Mr.

Murphy served in various roles at Amgen, Inc.

from August 1997 to July 2007 including

as Global Operations Leader for the osteoporosis/bone cancer drug Prolia/Xgeva (denosumab).

Prior to joining Amgen, Mr.

Murphy served

at Alkermes, Inc., a biotechnology company, from July 1993 to July 1997, where he played a role on the development team for their first

approved product, Nutropin (hGH) Depot.

Murphy served as a member of the board of directors of Kintara Therapeutics, Inc.

2020 to February 2022, and served on its compensation committee and nominating and corporate governance committee.

He holds a B.S.

Chemical Engineering from the Massachusetts Institute of Technology (MIT) and is an alumnus of the UCLA Anderson School of Management.

from August 1997 to

July 2007 including as Global Operations Leader for the osteoporosis/bone cancer drug Prolia/Xgeva (denosumab).

Prior to joining Amgen,

Murphy served at Alkermes, Inc., a biotechnology company, from July 1993 to July 1997, where he played a role on the development

team for their first approved product, Nutropin (hGH) Depot.

Murphy served as a member of the board of directors of Kintara Therapeutics,

from August 2020 to February 2022, and served on its compensation committee and nominating and corporate governance committee.

in Chemical Engineering from the Massachusetts Institute of Technology (MIT) and is an alumnus of the UCLA Anderson School

of Management.

We believe Mr.

Murphy’s previous experience in the biotechnology field, especially in developing novel products, his experience

and expertise in product development opportunities and strategy, and his educational experience qualify him to be a member of our board

of directors.

Neugeboren has served as a member of our board of directors since March 2025.

Since January of 2016, Mr.

has served as the Chief Strategy Officer of Cronus Pharma, LLC, a fully integrated R&D, manufacturing and sales & marketing animal

health pharmaceutical company.

Neugeboren leads Cronus Pharma’s commercial operations, strategic planning and acquisitions

and is also responsible for developing and executing overall corporate strategy as well as corporate and portfolio acquisitions and licensing.

Neugeboren currently serves on the Board of Directors of Grace Therapeutics (Nasdaq:

GRCE), a late-stage biopharmaceutical company

addressing rare and orphan diseases where he is a member of the Audit, Compensation and Nominating & Governance Committees.

Neugeboren was the Chief Strategy Officer for the parent pharmaceutical group comprised of Rising Pharma Holdings, Inc., a generic

pharmaceutical company and Casper Pharma, LLC, a specialty pharmaceutical company.

Additionally, Mr.

Neugeboren is Founder and Managing

Partner of QuadView Healthcare Advisors, a healthcare investment banking and business development firm.

Neugeboren was previously

a Managing Director of Ledgemont Capital Group, LLC, an investment banking firm providing strategic and financial advisory services to

emerging healthcare and technology companies and was a managing member when it filed for voluntary bankruptcy in May 2013.

has graduated with a BA in Economics from Union College We believe Mr.

Neugeboren is qualified to serve as a director due to his extensive

experience in development, general management and knowledge of the pharmaceutical and health care industries.

Murphy’s previous experience in the biotechnology field, especially in developing novel products,

his experience and expertise in product development opportunities and strategy, and his educational experience qualify him to be a member

of our board of directors.

Neugeboren has served on the Board since March 2025.

Neugeboren is Founder and Managing Partner of QuadView

Healthcare Advisors LLC, a healthcare investment banking advisory and business development firm.

From 2015 to 2025, Mr.

Neugeboren was

Chief Strategy Officer of Cronus Pharma, LLC, a fully integrated R&D, manufacturing and sales & marketing animal health pharmaceutical

Neugeboren led commercial operations, strategic planning and acquisitions and was also responsible for developing and executing

overall corporate strategy as well as corporate and portfolio acquisitions and licensing.

Neugeboren currently serves on the Board

of Directors of Grace Therapeutics (Nasdaq:

GRCE), a late-stage biopharmaceutical company addressing rare and orphan diseases where he

is a member of the Audit, Compensation and Nominating & Governance Committees.

He served as an Advisor to Healthcare Capital Corp.,

Inc., and its merger with Alpha Tau Medical Ltd., a NASD listed radiopharmaceutical company.

Previously, Mr.

Neugeboren was the Chief

Strategy Officer for Cronus’ parent pharmaceutical group comprised of Rising Pharma Holdings, Inc., a generic pharmaceutical company

and Casper Pharma, LLC, a specialty pharmaceutical company.

Neugeboren was previously a Managing Director of Ledgemont Capital Group,

LLC, an investment banking firm providing strategic and financial advisory services to emerging healthcare and technology companies.

Neugeboren also served as Chief Administrative Officer and Director of Equity Research Operations at Lehman Brothers and prior, he

was Deputy Director of Equity Research at UBS, formerly Warburg Dillon Read and Director of Equity Research Operations.

began his career in 1992 as an equity research analyst covering the Specialty Pharmaceuticals industry, including Generic Drugs and Drug

Delivery at Dillon, Read & Co., Kidder, Peabody & Co., and Furman, Selz, Inc.

He was a member of the top ranked Greenwich Associates

Mid-Cap Pharmaceuticals Team.

Neugeboren has graduated with a BA in Economics from Union College.

He holds Series 24, 7 and 63 FINRA

security licenses.

We believe Mr.

Neugeboren is qualified to serve as a director due to his extensive experience in drug development,

business management and knowledge of the pharmaceutical, health care and securities industries.

Smith, MD, MBA.

Smith has served on our board since February 2025.

Smith has served on the Board since February 2025.

Smith has been a Managing Partner of BRM Holdings,

a privately-held strategic and investment advisory firm, since 2015.

She also founded two privately-held biotechnology companies, Spiritus

Therapeutics and Exotropin LLC.

Dr Smith also served as an independent director of the Western Acquisition Ventures Corp., a special

purpose acquisition company, from 2022-2023, where she served on the audit and compensation committees.

From 2006 until 2015, Dr.

Smith was chairman and chief executive

officer of Lisata Therapeutics, Inc., a publicly-traded stem-cell bank (NASDAQ:

LSTA) (formerly Neostem, Inc.).

From October 2019 to

December 2023, Dr.

Smith served on the board of directors of Celularity Inc, a publicly-traded cellular and regenerative medicine company

was chairman and chief executive officer of Lisata Therapeutics, Inc., a publicly-traded stem-cell bank (NASDAQ:

LSTA) (formerly Neostem,

From October 2019 to December 2023, Dr.

Smith served on the board of directors of Celularity Inc, a publicly-traded cellular and

regenerative medicine company (NASDAQ:

From February 2020 to May 2022, Dr.

Smith served on the board of directors of ServiceSource International, Inc., a publicly-traded

customer journey experience company (NASDAQ:

SREV) that was acquired in 2022 by Concentrix Corporation, and served on its nominating

and governance committee.

Smith served on the board of directors of ServiceSource

International, Inc., a publicly-traded customer journey experience company (NASDAQ:

SREV) that was acquired in 2022 by Concentrix Corporation,

and served on its nominating and governance committee.

From December 2019 to November 2021, Dr.

Smith served on the board of directors of Sorrento Therapeutics, a

former publicly-traded clinical and commercial stage biopharmaceutical company (NASDAQ:

From February 2019 to May 2020, Dr.

served on the board of directors of Seelos Therapeutics, a publicly-traded clinical-stage biopharmaceutical company (NASDAQ:

served on its audit and compensation committees.

Smith served on the board of directors

of Sorrento Therapeutics, a former publicly-traded clinical and commercial stage biopharmaceutical company (NASDAQ:

From February

2019 to May 2020, Dr.

Smith served on the board of directors of Seelos Therapeutics, a publicly-traded clinical-stage biopharmaceutical

company (NASDAQ:

SEEL), and served on its audit and compensation committees.

Prior to 2019, Dr.

Smith served on the boards of multiple publicly-traded biopharmaceutical

Smith served on the boards of multiple

publicly-traded biopharmaceutical companies.

Smith received her B.A.

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She holds an M.B.A.

Wharton School of Business, completed the Stanford University Directors Program, and received an honorary Doctor of Science degree from

Thomas Jefferson Medical College.

from the Wharton School of Business, completed the Stanford University Directors Program, and received an honorary

Doctor of Science degree from Thomas Jefferson Medical College.

We believe Dr.

Smith is qualified to serve on our board of directors because of her extensive management

experience in the pharmaceutical industry and her clinical, drug development and regulatory experience.

Smith is qualified to serve on our board of directors

because of her extensive management experience in the pharmaceutical industry and her clinical, drug development and regulatory experience.

are no family relationships among any of our directors or executive officers.

Advisory Board

believe in seeking and attracting scientific and clinical leaders in the field of infectious diseases to provide counsel and support

We have established a Scientific Advisory Board for MAT2203 which consists of individuals who are experts in their chosen

fields and recipients of many academic honors and awards.

board of directors has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate

Governance Committee.

on information requested from and provided by each of our directors, the Board has determined that Messrs.

Keith Murphy and Edward Neugeboren

Evelyn D’An and Robin L.

Smith are “independent directors” as such term is defined in the rules of the NYSE

American corporate governance requirements and Rule 10A-3 promulgated under the Exchange Act of 1934.

Jabbour is not an independent director under these rules because he is an executive officers of the Company.

Each of Messrs.

Conrad, Eric Ende, James Scibetta and Matthew Wikler and Ms.

Natasha Giordano, who served as directors during 2025 and resigned in 2025,

were determined to be “independent directors.”

Board has three standing committees — an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and

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D’An serving as its chair.

to March 2025, the Audit Committee was comprised of James Scibetta, Herbert Conrad and Natasha Giordano, with Mr.

Scibetta serving as

Chair, all of whom have since retired from the Board.

All current and past members of the Audit Committee have been determined to be

financially literate and are considered independent directors as defined under the NYSE MKT’s listing standards and applicable

SEC rules and regulations.

D’An qualifies as an audit committee “financial expert” as that term is defined by SEC

The Audit Committee met four times during 2024.

Our Board has adopted an Audit Committee Charter, which is available for

viewing at www.matinasbiopharma.com .

current and past members of the Audit Committee have been determined to be financially literate and are considered independent directors

as defined under the NYSE American’s listing standards and applicable SEC rules and regulations.

D’An qualifies as an

audit committee “financial expert” as that term is defined by SEC regulations.

Our Board has adopted an Audit Committee Charter,

which is available for viewing at www.matinasbiopharma.com .

The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries,

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Neugeboren serving as its chair.

Prior to March 2025, the Compensation Committee

was comprised of Kathryn Corzo, James Scibetta and Matthew Wikler, with Mr.

Wikler serving as Chair, all of whom have since retired from

All current and past members of the Compensation Committee are considered independent directors as defined under the NYSE

MKT’s listing standards.

The Compensation Committee met four times during 2024.

Our Board has adopted a Compensation Committee

Charter, which is available for viewing at www.matinasbiopharma.com .

All current and past members of the Compensation

Committee are considered independent directors as defined under the NYSE American’s listing standards.

Our Board has adopted a

Compensation Committee Charter, which is available for viewing at www.matinasbiopharma.com .

and Corporate Governance Committee .

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Murphy serving as its chair.

Prior to March 2025, the Nominating and Corporate Governance Committee was comprised

of Herbert Conrad, Kathryn Corzo, Eric Ende, and Natasha Giordano, with Ms.

Giordano serving as Chair, all of whom have since retired

from the Board.

All current and past members of the Nominating and Corporate Governance Committee are considered independent directors

as defined under the NYSE MKT’s listing standards.

The Nominating and Corporate Governance Committee met four times during 2024.

Our Board has adopted a Nominating and Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com .

All current and past members of the Nominating and Corporate Governance Committee are

considered independent directors as defined under the NYSE American’s listing standards.

Our Board has adopted a Nominating and

Corporate Governance Charter, which is available for viewing at www.matinasbiopharma.com .

of Business Conduct and Ethics

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have adopted an insider trading policy (the “Trading Policy”) that is designed to promote compliance with federal securities

laws, rules and regulations, as well as the rules and regulations of the New York Stock Exchange.

The Trading Policy provides Matinas’s

laws, rules and regulations, as well as the rules and regulations of the NYSE American.

The Trading Policy provides the Company’s

standards on trading and causing the trading of our securities or securities of other publicly traded companies while in possession of

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Compensation Table – 2025

following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and

the two most highly compensated executive officers who were serving as executive officers as of December 31, 2024, for services rendered

in all capacities to us for the years ended December 31, 2024 and 2023.

These individuals are our named executive officers for 2024.

named executive officers for the year ended December 31, 2025 were Jerrome D.

Jabbour, Chief Executive Officer, President and Interim

Chief Financial Officer;

Keith Kucinski, former Chief Financial Officer;

Ferguson, Former Chief Medical Officer.

following table sets forth information regarding the compensation awarded to, earned by or paid to the named executive officers for the

years ended December 31, 2025 and December 31, 2024.

Name and Principal Position

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All Other Compensation ($)

Chief Executive Officer

Former Chief Medical Officer

Chief Executive Officer, President and Interim Chief Financial Officer

Keith Kucinski

Chief Financial Officer

Former Chief Financial Officer

Former Chief Medical Officer

reflect the grant date fair value of option awards granted in 2025 and 2024 in accordance with Accounting Standards Codification

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March 22, 2018, we entered into an employment agreement with Mr.

Jabbour, as subsequently amended on March 3, 2023.

Under the terms of

Jabbour, as subsequently amended on March 3, 2023, April 30, 2025 and

December 12, 2025.

Under the terms of Mr.

Jabbour’s employment agreement, Mr.

Jabbour received a signing bonus of $84,000 and a base salary of $350,000 per year.

Jabbour received a signing bonus of $84,000 and a

base salary of $350,000 per year.

Jabbour’s current salary is $598,000.

In addition, Mr.

Jabbour is eligible to receive an annual bonus, which is targeted at 50%

of his base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as

Jabbour is also eligible to receive option grants at the discretion of our Compensation Committee.

Jabbour is eligible to receive an

annual bonus, which is targeted at 50% of his base salary but which may be adjusted by our Compensation Committee based on his individual

performance and our performance as a whole.

Jabbour is also eligible to receive option grants at the discretion of our Compensation

In addition, Mr.

Jabbour is eligible for a cash retention bonus in the event of a change in control of the Company, as such

term is defined in the employment agreement, on or before June 30, 2026, equal to the greater of (i) Mr.

Jabbour’s target annual

bonus for the fiscal year in which the change in control occurs, or (ii) $299,000 if Mr.

Jabbour remains employed with the Company through

the date that of such change in control.

Two-thirds of the retention bonus will be paid upon the Company’s execution of a definitive

agreement that, if consummated, would result in a change in control, and the remaining one-third would be paid immediately prior to the

closing of such change in control, so long as for each payment Mr.

Jabbour has not resigned without good reason nor been terminated by

the Company for cause (each as defined in the employment agreement).

Jabbour resigns for good reason or is terminated by the Company

other than for Cause, he will be entitled to the retention bonus ( or any remaining portion thereof), payable within ten days following

such termination and in any event not later than immediately prior to the closing of a change in control.

Jabbour received $150,000

of his 2025 annual bonus in January 2026 with the remaining $150,000 to be paid upon the signing of a definitive agreement related to

If we terminate Mr.

Jabbour’s employment

without cause or Mr.

Jabbour resigns with good reason (absent a change of control), we are required to pay him severance of up to twelve

months of his base salary plus COBRA benefits for twelve months, and his target annual bonus for the year pro rated to the date of termination.

In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated in full upon such termination

Jabbour will be provided with an extension through two years after the separation date of the exercise period for his vested

stock options.

Jabbour’s employment without cause or Mr.

Jabbour resigns with good reason (absent a change of control),

we are required to pay him severance of up to twelve months of his base salary plus COBRA benefits for twelve months, and his target

annual bonus for the year pro rated to the date of termination.

In addition, the vesting of 50% of his outstanding options issued prior

to December 31, 2021 will be accelerated in full upon such termination and Mr.

Jabbour will be provided with an extension through two

years after the separation date of the exercise period for his vested stock options.

If we terminate Mr.

Jabbour’s employment without cause during the 24-month period immediately following a change

of control or Mr.

Jabbour resigns with good reason during the 24-month period immediately following a change of control, we are required

to pay him severance of 18 months of his base salary and 1.5 times his target annual bonus plus 18 months of COBRA benefits.

his outstanding options will be vested in full and Mr.

Jabbour will be provided with an extension through two years after the separation

date of the exercise period for his vested stock options.

Jabbour is also subject to a customary non-disclosure agreement, pursuant

Jabbour has agreed to be subject to a non-compete during the term of his employment and for a period of eighteen months

following termination of his employment.

Jabbour’s employment without

cause during the 24-month period immediately following a change of control or Mr.

Jabbour resigns with good reason during the 24-month

period immediately following a change of control, we are required to pay him severance of 18 months of his base salary and 1.5 times

his target annual bonus plus 18 months of COBRA benefits.

In addition, his outstanding options will be vested in full and Mr.

will be provided with an extension through two years after the separation date of the exercise period for his vested stock options.

Jabbour is also subject to a customary non-disclosure agreement, pursuant to which Mr.

Jabbour has agreed to be subject to a non-compete

during the term of his employment and for a period of eighteen months following termination of his employment.

December 31, 2018, we entered into an employment agreement with Mr.

Kucinski which was effective as of January 2, 2019, as subsequently

amended on March 3, 2023 and April 30, 2025.

Under the terms of Mr.

Kucinski’s employment agreement, Mr.

Kucinski’s base

salary was $250,000 per year, and was $416,000 at the time of his resignation.

In addition, Mr.

Kucinski was eligible to receive an annual

bonus, which is targeted at 40% of his base salary but which may be adjusted by our Compensation Committee based on his individual performance

and our performance as a whole.

Kucinski was also eligible to receive option grants at the discretion of our Compensation Committee.

In addition, Mr.

Kucinski was entitled cash retention bonus in the event of a change in control of the Company, as such term is defined

in the employment agreement, on or before March 31, 2026, equal to the greater of (i) Mr.

Kucinski’s target annual bonus for the

fiscal year in which the change in control occurs, or (ii) $166,400 if Mr.

Kucinski remained employed with the Company through the date

that of such change in control.

If we terminated Mr.

Kucinski’s employment without cause or Mr.

Kucinski resigned with good reason,

we would have been required to pay him severance of up to twelve months of his base salary plus benefits.

In addition, the vesting of

50% of his outstanding options issued prior to December 31, 2021 would have been accelerated in full upon such termination.

If we terminated

Kucinski’s employment without cause during the 12-month period immediately following a change of control or Kucinski resigned

with good reason during the 12-month period immediately following a change of control, we would have been required to pay him severance

of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits.

In addition, his outstanding options would

have been vested in full.

Kucinski was also subject to a customary non-disclosure agreement, pursuant to which Mr.

Kucinski has agreed

to be subject to a non-compete during the term of her employment and for a period of eighteen months following termination of his employment.

November 18, 2025, Mr.

Kucinski resigned from his position as Chief Financial Officer, effective January 17, 2026.

Kucinski was not

entitled to a retention bonus or severance under his employment agreement.

February 22, 2019, we entered into an employment agreement with Mr.

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be subject to a non-compete during the term of his employment and for a period of eighteen months following termination of his employment.

December 31, 2018, we entered into an employment agreement with Mr.

Kucinski which was effective as of January 2, 2019, as subsequently

amended on March 3, 2023.

Under the terms of Mr.

Kucinski’s employment agreement, Mr.

Kucinski’s base salary was $250,000

per year, and is currently $416,000.

In addition, Mr.

Kucinski is eligible to receive an annual bonus, which is targeted at 40% of his

base salary but which may be adjusted by our Compensation Committee based on his individual performance and our performance as a whole.

Kucinski is also eligible to receive option grants at the discretion of our Compensation Committee.

If we terminate Mr.

employment without cause or Mr.

Kucinski resigns with good reason, we are required to pay him severance of up to twelve months of his

base salary plus benefits.

In addition, the vesting of 50% of his outstanding options issued prior to December 31, 2021 will be accelerated

in full upon such termination.

If we terminate Mr.

Kucinski’s employment without cause during the 12-month period immediately following

a change of control or Kucinski resigns with good reason during the 12-month period immediately following a change of control, we are

required to pay him severance of 12 months of his base salary and his target annual bonus plus 12 months of COBRA benefits.

his outstanding options will be vested in full.

Kucinski is also subject to a customary non-disclosure agreement, pursuant to which

Kucinski has agreed to be subject to a non-compete during the term of her employment and for a period of eighteen months following

termination of his employment.

All severance payments have been made to Mr.

Ferguson as of October 31, 2025.

Equity Awards at Fiscal Year-End Table – 2025

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Equity Compensation Plan

August 2, 2013, our Board of Directors adopted the 2013 Equity Compensation Plan (the “Plan”) pursuant to the terms described

August 2, 2013, our Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”) pursuant to the

terms described herein.

The 2013 Plan was approved by the stockholders on August 7, 2013.

Effective May 8, 2014, upon the approval of our Board of Directors

and our stockholders, we amended and restated the Plan, primarily to include “evergreen” provisions, which provided that

the number of shares of common stock available for issuance under the Plan is subject to an automatic annual increase on January 1 of

each year beginning in 2015;

Effective May 8, 2014, upon the approval of

our Board and our stockholders, we amended and restated the 2013 Plan, primarily to include “evergreen” provisions, which

provided that the number of shares of common stock available for issuance under the 2013 Plan is subject to an automatic annual increase

on January 1 of each year beginning in 2015;

to amend the definition of “fair market value”;

and to increase the limits on awards under the

general purpose of the Plan was to provide an incentive to our employees, directors, consultants and advisors by enabling them to share

in the future growth of our business.

The term of the Plan was for 10 years and expired on May 7, 2024.

The Company intends to adopt

a new equity compensation plan at its next Annual Meeting, pending shareholder approval.

of December 31, 2024, there were 965,678 awards, including both restricted stock grants and option grants, issued and exercised under

the Plan and no remaining shares available for grant under the Plan.

and to increase the limits on

awards under the Plan.

The 2013 Plan, which expired on May 7, 2024, provided for the granting of incentive stock options, nonqualified

stock options, restricted stock units, performance units, and stock purchase rights.

No additional awards will be made under the 2013

April 30, 2025, the Board, subject to the approval of our stockholders, which was received on June 23, 2025, adopted a new 2025 Equity

Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan.

The general purpose of the 2025 Plan is to provide an incentive

to our employees, directors, consultants and advisors by enabling them to share in the future growth of our business.

The term of the

2025 Plan is 10 years.

of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan, and

there are 434,334 awards, including both restricted stock grants and option grants, issued and exercised under the 2013 Plan.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

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with our conducting and completing such annual review, which typically occurs in approximately the fourth quarter of each year.

awards were awarded to our non-employee directors pursuant to our 2013 Equity Incentive Plan, as amended.

The timing of any stock option

grants in connection with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such

as an employee’s commencement of employment or promotion effective date), and in other cases such grants may be awarded at the

same time with other annual grants.

As a result, in all cases, the timing of grants of stock options occurs independent of the release

of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting

the value of executive compensation.

stock options were issued to executive officers in 2024 during any period beginning four business days before the filing of a periodic

report or current report disclosing material non-public information (other than a current report on Form 8-K disclosing a material new

option award grant under Item 5.02(e) of that form) and ending one business day after the filing or furnishing of such report with the

awards were awarded to our non-employee directors pursuant to our 2013 Plan and 2025 Plan.

The timing of any stock option grants in connection

with new hires, promotions, or other non-routine grants may be tied to the event giving rise to the award (such as an employee’s

commencement of employment or promotion effective date), and in other cases such grants may be awarded at the same time with other annual

As a result, in all cases, the timing of grants of stock options occurs independent of the release of any material nonpublic

information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

required by SEC rules, the following table presents information regarding awards issued to our Named Executive Officers in fiscal year

2025 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public

information and ending one business day after the filing or furnishing of such report with the SEC.

Exercise Price of the Award

Grant Date Fair Value of the Award (1)

Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information

reflects the grant date fair value of option awards granted in accordance with Accounting Standards Codification Topic 718.

amount does not correspond to the actual value that will be recognized by the named executive officer.

Company has the power and right to deduct or withhold, or require a participant to remit to the Company, the minimum statutory amount

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Compensation Table – 2025

following table summarizes the annual compensation for our non-employee directors during 2024, each of which retired from our Board during

following table summarizes the annual compensation for our non-employee directors during 2025 and for each who resigned from our Board

Cash Compensation

Herbert Conrad

Kathryn Corzo

Natasha Giordano

Matthew Wikler

Committee Interlocks and Insider Participation

Compensation Committee of the Board of Directors is currently composed of the following three non-employee directors:

Evelyn D’An (1)

Edward Neugeboren (1)

Chair, and Keith Murphy.

No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the

last fiscal year.

In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company

for which any of the Company’s directors serve as an executive officer.

Keith Murphy (1)

Robin Smith (1)

As of December 31, 2025, Ms.

Neugeboren, Mr.

Murphy and Ms.

Smith each held options to purchase 11,600 shares of common

Committee Interlocks and Insider Participation

Compensation Committee of the Board is currently composed of the following two non-employee directors:

Edward Neugeboren, Chair, and

Keith Murphy.

No member of the Compensation Committee is or was formerly an officer or an employee of the Company during the last fiscal

In addition, no executive officer of the Company serves on the Compensation Committee or board of directors of a company for which

any of the Company’s directors serve as an executive officer.

Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters.

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5% Stockholders

Highbridge Capital Management, LLC (1)

Directors and Executive Officers

Sanitam Partners LLC (2)

Directors and Named Executive Officers

Edward Neugeboren

Directors and Executive Officers as a group (2 persons) (5)

Based solely on information contained in a Schedule 13G filed on October 25, 2024.

The address for the reporting person is 277 Park Avenue,

23 rd Floor, New York, New Yor, 10172.

Includes 379,233 shares of Common Stock issuable upon the exercise of warrants that cannot be exercised to the extent the holder would

beneficially own, after such exercise, more the 9.99% of the outstanding Common Stock

Includes 175,647 shares of common stock issuable upon exercise of options.

Does not include 65,789 shares of common stock underlying

Includes 50,681 shares of common stock issuable upon exercise of options.

Does not include 19,325 shares of common stock underlying options.

James Furgurson

Directors and Current Executive Officers as a group (5 persons)

Based solely on information contained in a Schedule 13G filed on August 19, 2025.

The address of David E.

Lazar is 44, Tower 100, The

Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.

Based on information contained in a Schedule 13D/A filed on April 10, 2025 by Sanitam Partners LLC, Adam K Stern, Platinum Point Capital,

LLC, Brian Freifeld, Pembroke & Partners LLC and Robert J.

Eide and other information known to the Company.

Includes (i) 28,260 shares of common stock owned by Mr.

Stern, (ii) 118,577 shares of common stock owned by A.K.S.

Family Partners

LP (“AKSLP”), (ii) 26,500 shares of common stock owned by AKS Family Foundation (“AKS”), (iii) 21,350 shares

of common stock owned by Stern Aegis Ventures, LLC Defined Benefit Plan for the Benefit of Adam K Stern, (iv) 6,000 shares of common

stock owned by Pavillion Capital Partners LLC, (v) 6,000 shares of common stock owned by Piper Venture Partners LLC, (vi) 1,000

shares of common stock owned by IRA Adam K Stern - Rollover IRA, (vii) 3,000 shares of common stock owned by Stern Aegis Ventures

LLC 401k Plan for the Benefit of Adam K Stern and (viii) 476,672 shares of common stock issuable upon exercise of Preferred Stock

and 2025 Warrants beneficially held by Sanitam Partners LLC.

Platinum Point Capital, LLC and Pembroke & Partners LLC.

shares of common stock underlying the Preferred Stock and 2025 Warrants, which are subject to a beneficial ownership blocker.

Stern has voting and investment control of the securities held by AKSLP, AKS, Stern Aegis Ventures, LLC Defined Benefit Plan for the

Benefit of Adam K Stern, Pavillion Capital Partners LLC, Piper Venture Partners LLC,.

IRA Adam K Stern - Rollover IRA, Stern Aegis

Ventures LLC 401k Plan for the Benefit of Adam K Stern and Sanitam Partners LLC.

Brian Freifeld has voting and investment control of

the securities held by Platinum Point Capital, LLC.

Eide has voting and investment control of the securities held by

Pembroke & Partners LLC.

Includes 221,950 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026.

not include 86,085 shares of common stock issuable upon exercise of options that are not exercisable within 60 days of March 16, 2026.

Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 13, 2026.

Includes 11,600 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026.

Includes 57,557 shares of common stock issuable upon exercise of options that are exercisable within 60 days of March 16, 2026.

See notes (4), (5), (6), (7) and (8).

Authorized for Issuance under Equity Compensation Plans

following table summarizes information about our equity compensation plans as of December 31, 2025.

Plan Category

Number of Shares

of Common Stock to be Issued upon

Exercise of Outstanding Options

Weighted-Average

Exercise Price of

Outstanding Options

Number of Options

Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

amounts include securities issued under the 2013 Plan and the 2025 Plan.

accordance with the “evergreen” provision in our 2025 Plan, an additional 256,248 shares were automatically made available

for issuance on the first trading day of 2026, which represents 4.0% of the number of shares outstanding on December 31, 2025;

shares are excluded from this calculation.

The 2013 Plan expired and no further grants will be made thereunder.

Relationships, Related Transactions, And Director Independence

Relationships and Related Party Transactions

The following is a description of transactions since January 1, 2024, and

each currently proposed transaction in which:

following is a description of transactions since January 1, 2024, and each currently proposed transaction in which:

amounts involved exceeded or will exceed the lesser of (i) $120,000 and (ii) one percent of the average of our total assets at year-end

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foregoing persons, had or will have a direct or indirect material interest.

April 2024 Offering

On April 2, 2024, we entered into a securities

purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors, pursuant to which we issued

and sold an aggregate of:

(i) 666,667 shares of common stock and (ii) warrants to purchase up to 666,667 shares of common

stock The offering price per share and accompanying warrant was $15.00 .

Pursuant to the April 2024 Purchase Agreement, affiliates

of Highbridge Capital Management, LLC, a holder of more than 5% of our common stock, purchased 466,666 shares of common stock and warrants

to purchase 466,666 shares of common stock, for $7.0 million.

February 13, 2025, we entered into the February 2025 Agreement with the February 2025 Investors, pursuant to which we agreed to issue

and sell, in a private placement, an aggregate of 3,300 shares of Preferred Stock, initially convertible into up to 5,631,404 shares

of our common stock, with a stated value of $1,000 per share, and 2025 Warrants to purchase up to an aggregate of 200% of the shares

of common stock into which the shares of Preferred Stock are initially convertible, or 11,262,808 shares of common stock, for an offering

price of $1,000 per share of Preferred Stock and accompanying 2025 Warrants (the “2025 Private Placement”).

to the February 2025 Agreement, on February 13, 2025, we issued and sold in an initial closing 1,650 shares of Preferred Stock, initially

convertible into up to 2,815,702 shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares

of common stock, for gross proceeds of $1.65 million.

On April 4, 2025, we obtained stockholder approval for the issuance of the Preferred

Stock and 2025 Warrants, as required by the rules and regulations of NYSE American, including Section 713 of the NYSE American Company

Guide, and issued and sold, in a second closing, an additional 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702

shares of common stock, and accompanying 2025 Warrants, initially exercisable for up to 5,631,404 shares of common stock, for gross proceeds

of $1.65 million.

to the February 2025 Agreement, until such time as the February 2025 Investors no longer own at least 10% of the outstanding shares of

common stock on a fully diluted, as-converted basis, the February 2025 Investors will be entitled to nominate one director to serve on

the Board, who is initially Dr.

Until such time as the February 2025 Investors no longer own at least 30% of the outstanding shares

of common stock on a fully diluted, as-converted basis, the February 2025 Investors are entitled to nominate one additional director

to serve on the Board.

Partners LLC, a current holder of more than 5% of our common stock, purchased 1,406 shares of Preferred Stock and 2025 Warrants to purchase

4,798,636 shares of common stock in the 2025 Private Placement.

& Partners LLC, a current holder of more than 5% of our common stock, purchased 984 shares of Preferred Stock and 2025 Warrants to

purchase 3,358,364 shares of common stock in the 2025 Private Placement.

Point Capital LLC, a current holder of more than 5% of our common stock, purchased 410 shares of Preferred Stock and 2025 Warrants to

purchase 1,399,320 shares of common stock in the 2025 Private Placement.

Holdings LLC, a former holder of more than 5% of our common stock purchased 500 shares of Preferred Stock and 2025 Warrants to purchase

1,706,488 shares of common stock in the 2025 Private Placement.

2024 Offering

April 2, 2024, we entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional

investors, pursuant to which we issued and sold an aggregate of:

(i) 666,667 shares of common stock and (ii) warrants to purchase up

to 666,667 shares of common stock The offering price per share and accompanying warrant was $15.00.

Pursuant to the April 2024 Purchase

Agreement, affiliates of Highbridge Capital Management, LLC, a former holder of more than 5% of our common stock, purchased 466,666 shares

of common stock and warrants to purchase 466,666 shares of common stock, for $7.0 million.

On August 15, 2025, we entered into Warrant

Exchange Agreements (the “Exchange Agreements”) with affiliates of Highbridge Capital Management, LLC.

Pursuant to the Exchange

Agreements, on August 15, 2025, the Company issued to affiliates of Highbridge Capital Management, LLC one share of common stock for

each April 2024 Warrant held, for an aggregate of 466,666 shares of common stock.

Indemnification

entered into indemnification agreements with our directors and executive officers.

The indemnification agreements provide for indemnification

against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending

or completed actions, suits or other proceedings, subject to certain limitations.

The indemnification agreements also provide for the

advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that

the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to

indemnification by us.

entered into indemnification agreements with certain of our directors and executive officers.

The indemnification agreements provide

for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred by an indemnitee in connection

with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations.

The indemnification agreements

also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication,

provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to

be entitled to indemnification by us.

The indemnification agreement set forth procedures for making and responding to a request for indemnification

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person has a 5% or greater beneficial ownership interest, which we refer to collectively as related parties, are not permitted to enter

into a transaction with us without the prior consent of our board of directors acting through the audit committee or, in certain circumstances,

the chairman of the audit committee.

Any request for us to enter into a transaction with a related party, in which the amount involved

exceeds $100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in

certain circumstances the chairman of our audit committee, for review, consideration and approval.

In approving or rejecting any such

proposal, our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including,

but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party

under the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or

services and the extent of the related party’s interest in the transaction.

on information requested from and provided by each of our directors, our board of directors has determined that Messrs.

and Edward Neugeboren and Mses.

into a transaction with us without the prior consent of our Board acting through the audit committee or, in certain circumstances, the

chairman of the audit committee.

Any request for us to enter into a transaction with a related party, in which the amount involved exceeds

$100,000 and such related party would have a direct or indirect interest must first be presented to our audit committee, or in certain

circumstances the chairman of our audit committee, for review, consideration and approval.

In approving or rejecting any such proposal,

our audit committee, or the chairman of our audit committee, is to consider the material facts of the transaction, including, but not

limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under

the same or similar circumstances, the extent of the benefits to us, the availability of other sources of comparable products or services

and the extent of the related party’s interest in the transaction.

on information requested from and provided by each of our directors, the Board has determined that Messrs.

Keith Murphy and Edward Neugeboren

Evelyn D’An and Robin L.

Smith are “independent directors” as such term is defined

in the rules of the NYSE MKT’s corporate governance requirements and Rule 10A-3 promulgated under the Securities Exchange Act of

1934, as amended.

Smith are “independent directors” as such term is defined in the rules of the NYSE

American corporate governance requirements and Rule 10A-3 promulgated under the Exchange Act of 1934.

Jabbour is not an independent director under these rules because he is an executive officers of the Company.

Each of Messrs.

Conrad, Eric Ende, James Scibetta and Matthew Wikler and Ms.

Natasha Giordano, who served as directors during 2025 and resigned in 2025,

were determined to be “independent directors.”

Accounting Fees And Services

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1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014).

Agreement and Plan of Merger (the “Merger Agreement”) with Aquarius Biotechnologies, Inc., a Delaware corporation (“Aquarius”), Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and J.

Agreement and Plan of Merger with Aquarius Biotechnologies, Inc., a Delaware corporation, Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company and J.

Carl Craft, as the stockholder representative (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2015).

3 unchanged sentences

1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 7, 2014).

Certificate of Amendment, dated October 29, 2015 to Certificate of Incorporation.

(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015).

Certificate of Amendment of Certificate of Incorporation, dated August 30, 2024 (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on September 3, 2024 and incorporated herein by reference)

Form of Certificate of Designation of Series C Convertible Preferred Stock(filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference)

Common Stock Specimen (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed March 31, 2017 with the Securities and Exchange Commission).

Certificate of Amendment to Certificate of Incorporation , dated October 29, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2015).

Certificate of Amendment of Certificate of Incorporation, dated August 30, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024.

Certificate of Amendment of Certificate of Incorporation, dated August 6, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2025).

Amendment No.

1 to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025).

Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025) .

Common Stock Specimen (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 31, 2017).

Description of Securities.*

Form of Common Stock Purchase Warrant (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on April 5, 2024 and incorporated herein by reference)

Form of Warrant (filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 13, 2025 and incorporated herein by reference)

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2024).

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025).

Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Matinas BioPharma Holdings, Inc.

Amended and Restated 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 31, 2015.) †

Amended and Restated 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015).

Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Amendment No.

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Amended and Restated Exclusive License Agreement dated as of January 29, 2015, by and between Rutgers, the State University of New Jersey and Aquarius Biotechnologies, Inc.

(incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 31, 2015).+

(incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015).+

Lease Agreement, dated as of December 15, 2016, by and between CIP II/AR Bridgewater Holdings LLC, and Matinas BioPharma Holdings, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2017).

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2017).

Employment Agreement, dated March 22, 2018, between the Company and Jerome D.

Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 27, 2018).†

Employment Agreement, dated October 15, 2018, between Matinas Biopharma Holdings, Inc.

and Theresa Matkovits (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2018).

Employment Agreement, dated January 3, 2019, between Matinas Biopharma Holdings, Inc.

1 unchanged sentence

Employment Agreement, dated February 25, 2019, between Matinas Biopharma Holdings, Inc.

Ferguson III (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).

Ferguson III (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).

At-The-Market Sales Agreement, dated July 2, 2020, between Matinas BioPharma Holdings, Inc.

and BTIG, LLC (incorporated herein by reference to Exhibit 1.01 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2020).

and BTIG, LLC (incorporated by reference to Exhibit 1.02 to the Company’s Registration Statement on Form S-3 filed with the SEC on July 2, 2020).

Therapeutic Development Award Agreement, dated November 19, 2020, between Matinas BioPharma Holdings, Inc.

and the Cystic Fibrosis Foundation (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on March 29, 2021).

Employment Agreement, dated December 1, 2020, between Matinas Biopharma Holdings, Inc.

(incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on March 8, 2022)†

Employment Agreement, dated December 6, 2021, between Matinas Biopharma Holdings, Inc.

and Thomas Hoover.

(incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on March 8, 2022)†

Consulting Agreement, dated August 8, 2022, by and between the Company and Raphael J.

Mannino (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q, filed on November 2, 2022).

and the Cystic Fibrosis Foundation (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2021).

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Jerome Jabbour (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

and Jerome Jabbour (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Theresa Matkovits (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

and Theresa Matkovits (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and Keith Kucinski (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

and Keith Kucinski (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).†

Amendment to Employment Agreement, dated March 3, 2023, between Matinas Biopharma Holdings, Inc.

and James Ferguson (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly report on Form 10-K, filed on March 15, 2023)†

Form of Securities Purchase Agreement (filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 13, 2025 and incorporated herein)

and James Ferguson (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2023).†

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025).

Amendment to Employment Agreement, dated as of April 30, 2025, between the Company and Jerome D.

Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025).

Amendment to Employment Agreement, dated as of April 30, 2025, between the Company and Keith Kucinski (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025).

Matinas BioPharma Holdings, Inc.

2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2025).

Form of Warrant Exchange Agreement, dated August 15, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2025).

Third Amendment to Employment Agreement, dated as of December 12, 2025, between the Company and Jerome D.

Jabbour (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2025).

Matinas BioPharma Holdings Corp.

Insider Trading Policy (filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 27, 2024 and incorporated herein by reference)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2024).

Subsidiaries Index*

Consent of EisnerAmper LLP.*

Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Section 1350 Certifications**

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Section 1350 Certification.**

Matinas BioPharma Holdings, Inc.

Compensation Recovery Policy*

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025).

following financial information from the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in XBRL

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a management contract or compensation plan, contract or arrangement.

The information in this exhibit is furnished and deemed not filed with the SEC for purposes of section 18 of the Exchange Act of 1934,

as amended, and is not to be incorporated by reference into any filing of Matinas Biopharma Holdings, Inc.

under the Securities Act or

the Exchange Act of whether made before or after the date hereof, regardless of any general incorporation language in such filing.

10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Act, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on April 15, 2025.

by the undersigned, thereunto duly authorized, in the city of Bedminster, State of New Jersey on March 31, 2026.

BIOPHARMA HOLDINGS, INC.

Chief Executive Officer & President

Financial Officer

Chief Executive Officer, President & Interim Chief Financial Officer

Executive Officer and Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer & President

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Chief Executive Officer, President & Interim Chief Financial Officer

Executive Officer and Principal Financial and Accounting Officer)

Edward Neugeboren

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Matinas BioPharma Holdings, Inc

the Board of Directors and Stockholders of Matinas BioPharma Holdings, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Matinas BioPharma Holdings, Inc and Subsidiaries as of December 31,

2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash

flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the position of the Company as of December 31,

2024 and 2023, and the results of their operations and their cash flows for each of the years in then ended in conformity with

accounting principles generally accepted in the United States of America .

have audited the accompanying consolidated balance sheets of Matinas BioPharma Holdings, Inc.

and Subsidiaries as of December 31,

2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity,

and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company

as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years then ended, in

conformity with accounting principles generally accepted in the United States of America.

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

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financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the

Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in

accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

In-process Research and Development

As described in Note 3, 7, and 12 to the financial statements, In-process

Research and Development

As described in Notes 3, 7, and 12 to the financial statements, In-process

Research and Development ("IPR&D") is tested for impairment on an annual basis, or more frequently if indicators of impairment

During the fourth quarter of 2024, management noted that an indicator of potential impairment existed due to the cessation of negotiations

with a prospective development partner, a reduction in force, and the suspension of research and development efforts.

The fair value of

the IPR&D is estimated with the income approach using a discounted cash flow method.

Management’s cash flow projections included significant

judgments and assumptions relating to the plans contemplated for the commercialization of the IPR&D, along with the amount and timing

Impairment exists if the carrying value of the IPR&D exceeds its fair value.

The Company performed a quantitative assessment

as of December 31, 2025, and estimated the fair value of the IPR&D with the income approach using a discounted cash flow method.

cash flow projections included significant judgments and assumptions relating to the plans contemplated for the commercialization of the

IPR&D, along with the amount and timing of projected future cash flows and discount rates.

We identified the impairment assessment of IPR&D as a critical audit

matter due to the significant judgment by management when developing the fair value estimates.

This led to a high degree of auditor judgment

and subjectivity and effort in performing procedures and evaluating management's significant assumptions related to amount and timing

of projected future cash flows and discount rates.

Impairment is calculated by comparing the fair value of the IPR&D to its carrying

As a result of this quantitative analysis, the Company recorded an IPR&D impairment charge of $0.8 million, representing the

excess of the carrying value over its estimated fair value.

We identified the impairment

assessment of IPR&D as a critical audit matter due to the significant judgment by management when developing the fair value

This led to a high degree of auditor judgment and subjectivity and effort in performing procedures and evaluating

management’s significant assumptions related to amount and timing of projected future cash flows and discount rates.

Additionally,

the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures

included, among others (i) understanding management’s process for developing the fair value estimate;

(ii) evaluation of management’s

plans and assumptions and probability of the alternatives for the monetization of the IPR&D asset and the related identifiable cash

(iii) evaluating the appropriateness of the discounted cash flow model used by management;

and (iv) evaluating the reasonableness

of the significant assumptions used by management related to the amount and timing of projected future cash flows and discount rates.

Evaluating management’s assumptions related to the amount and timing of projected future cash flows and discount rates involved

evaluating whether the assumptions used by management were reasonable considering the consistency with external market and industry data.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow

model, (ii) the reasonableness of the discount rates assumption, and (iii) the appropriateness of probability and assumptions used in

evaluating the reasonableness of the fair value of the IPR&D asset.

Additionally, the audit effort involved the use of professionals with specialized skill

and knowledge.

Addressing the matter involved performing procedures and evaluating audit

evidence in connection with forming our overall opinion on the financial statements.

These procedures included, among others (i) understanding

management’s process for developing the fair value estimate;

(ii) evaluating the appropriateness of the discounted cashflow model used

by management;

and (iii) evaluating the reasonableness of the significant assumptions used by management related to the amount and timing

of projected future cash flows and discount rates.

Evaluating management's assumptions related to the amount and timing of projected future

cash flows and discount rates involved evaluating whether the assumptions used by management were reasonable considering the consistency

with external market and industry data.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness

of the discounted cash flow model, (ii) the reasonableness of the discount rates assumption, and (iii) the appropriateness of probability

and assumptions used in evaluating the reasonableness of the fair value of the IPR&D asset.

EisnerAmper LLP

have served as the Company’s auditor since 2011.

April 15, 2025

BioPharma Holdings, Inc.

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Current assets:

Cash and cash equivalents

Marketable debt securities

Restricted cash – security deposit

Prepaid expenses and other current assets

Cash and cash

Restricted cash –

security deposit

expenses and other current assets

Total current assets

Non-current assets:

Leasehold improvements and equipment - net

Operating lease right-of-use assets - net

Finance lease right-of-use assets - net

In-process research and development

Restricted cash - security deposit

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Leasehold improvements

and equipment - net

Operating lease right-of-use

Finance lease right-of-use

In-process research and

cash - security deposit

non-current assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities - current

Financing lease liabilities - current

Accrued expenses and other

Operating lease liabilities

lease liabilities - current

Total current liabilities

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Deferred tax liability

Operating lease liabilities - net of current portion

Financing lease liabilities - net of current portion

Total non-current liabilities

Operating lease liabilities

- net of current portion

lease liabilities - net of current portion

non-current liabilities

Total liabilities

Stockholders’ equity:

Common stock par value $ 0.0001 per share, 250,000,000 shares authorized at December 31, 2024 and 2023, respectively;

5,086,985 and 4,345,291 issued and outstanding as of December 31, 2024 and 2023, respectively

Series C Convertible preferred stock, stated

value $ 1,000 per share, par value $ 0.0001 per share, 10,000,000 shares authorized at December 31, 2025 and 2024;

3,155 and 0 issued

and outstanding as of December 31, 2025 and 2024, respectively.

Liquidation preference of $ 3,155,000 as of December 31, 2025.

Common stock par value

$ 0.0001 per share, 500,000,000 and 250,000,000 shares authorized at December 31, 2025 and 2024, respectively;

6,406,191 and 5,086,985

issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

liabilities and stockholders’ equity

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

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thousands, except share and per share data)

For the Year Ended December 31,

Contract Revenue

the Year Ended December 31,

Costs and Expenses:

Research and development

General and administrative

Impairment charges of goodwill and other intangible assets

Impairment charges of other assets

Total costs and expenses

Impairment charges of goodwill

and other intangible assets

charges of other assets

costs and expenses

Loss from operations

Sale of New Jersey net operating loss & tax credits

Other income, net

Loss before tax

Change in fair value of

warrant liability

Gain on sale of assets

(expenses)/income, net

Income tax benefit

Net loss per share – basic and diluted

dividend relating to warrant exchange

Net loss attributable to

common shareholders

loss per share – basic and diluted

Weighted average common shares outstanding:

Basic and diluted

Other comprehensive gain, net of tax

Unrealized gain on securities available-for-sale

Other comprehensive gain, net of tax

Other comprehensive gain,

gain on securities available-for-sale

comprehensive gain, net of tax

Comprehensive loss

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(loss)/Income

Accumulated Other Comprehensive

Total Stockholders’

Comprehensive

Stockholders’

(loss)/Income

2 unchanged sentences

Stock-based compensation

Issuance of common stock

and warrants in public offering, net of stock issuance cost ($ 877 )

Issuance of common stock

in reverse stock split

Other comprehensive income

3 unchanged sentences

Stock-based compensation

Issuance of common stock and warrants in public offering, net of stock issuance cost ($ 877 )

Issuance of common stock in reverse stock split

Other comprehensive income

Issuance of preferred stock

and warrants in public offering, net of stock issuance costs ($ 29 )

Reclassification of warrants

from liability to equity

Issuance of Common Stock

in exchange for warrants

Deemed dividend

Issuance of Common Stock

upon conversion of preferred stock

Issuance of Common Stock

upon exercise of warrants

Balance, December 31, 2025

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Statements of Cash Flows

For the Year Ended December 31,

the Year Ended December 31,

Cash flows from operating activities:

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

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and amortization

Loss on disposal of equipment

Stock-based compensation expense

Amortization of operating lease right-of-use assets

Amortization of finance lease right-of-use assets

Amortization of bond (premium)/discount

Impairment charges of goodwill and other intangible assets

Impairment charges of other assets

Net gain on disposal of assets

Stock-based compensation

Loss on operating lease

right-of-use assets modification

Amortization of operating

lease right-of-use assets

Amortization of finance

lease right-of-use assets

Amortization of bond premium

Change in fair value of

warrant liability

Impairment charges of goodwill

and other intangible assets

Impairment charges of other

Income tax benefit

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Changes in operating assets

and liabilities:

Prepaid expenses and other

current assets

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities

Net cash used in operating activities

Accrued expenses and other

lease liabilities

cash used in operating activities

Cash flows from investing activities:

Purchases of marketable debt securities

Proceeds from sales of marketable debt securities

Purchases of leasehold improvements and equipment

Net cash provided by investing activities

Proceeds from sale of assets

Purchases of marketable

debt securities

from sales of marketable debt securities

cash provided by investing activities

Cash flows from financing activities:

Net proceeds from public offerings of common stock and warrants

Payments of capital lease liability – principal

Net cash provided by (used in) financing activities

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Supplemental non-cash financing and investing activities:

Unrealized gain on marketable debt securities

Gross proceeds from private

placement of preferred stock and common stock warrants

Transaction costs paid

pursuant to private placement

Net proceeds from exercise

Net proceeds from public

offerings of common stock and warrants

of capital lease liability – principal

cash provided by financing activities

Net (decrease)/increase

in cash, cash equivalents and restricted cash

cash equivalents and restricted cash at beginning of period

cash equivalents and restricted cash at end of period

Supplemental non-cash financing and investing

Reclassification of warrants

from liability to equity

Unrealized gain on marketable

debt securities

Exchange of warrants for

shares of common stock

Reduction of right-of-use

assets and lease liabilities on lease termination

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

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groundbreaking therapies using its lipid nanocrystal (LNC) platform delivery technology (LNC Platform).

The Company’s lead product candidate is MAT2203

(oral amphotericin B), a highly potent antifungal drug which, by virtue of LNC delivery, has been made oral, safe, and well-tolerated

for prolonged administration in patients with life-threatening invasive fungal infections.

Following the successful EnACT Phase 2 trial

in the treatment of cryptococcal meningitis, MAT2203 is now positioned for a single, Phase 3 registration trial (the “ORALTO trial”)

in support of a New Drug Application (“NDA”) for the treatment of invasive aspergillosis in patients with limited treatment

The Company had also been seeking to develop an internal

pipeline of products utilizing the LNC Platform to encapsulate small molecules and small oligonucleotides and facilitate

targeted and extrahepatic delivery to desired cells and tissues without toxicity, with a focus on small molecule oncology applications

as well as the formulation and delivery of small oligonucleotides with a primary therapeutic focus on inflammation.

Following an 80% reduction in workforce implemented

in late October 2024, the Company has been reassessing its strategic plan while implementing a cost-cutting strategy and paused further clinical development of MAT2203 with the goal

of consummating a licensing, sale or other similar transaction as soon as possible to advance the development of MAT2203 into Phase 3.

In addition, the Company continues to engage with the FDA to keep the MAT2203 Investigational New Drug Application (“IND”)

active and is actively maintaining and prosecuting intellectual property relating to MAT2203 and to the LNC Platform generally as well

as maintaining all of its obligations under its license agreement with Rutgers University.

The Company also continues to support the patients

in its Expanded/Compassionate Use Access Program with the assistance of outside medical clinician consultants.

As a result of the reduction

in force, the Company has paused the internal development of a pipeline of products utilizing the LNC Platform as it evaluates strategic

alternatives for those early-stage programs in oncology and inflammatory diseases.

The Company remains engaged in an ongoing partnership

process for MAT2203, seeking one or more development and/or commercialization partners.

The Company will require either (i) the consummation

of a partnership transaction, or (ii) raising additional capital, prior to commencing the ORALTO trial.

In the event a partnership is

consummated, the partner may seek to revise the ORALTO trial or could determine a completely new development program and pathway for MAT2203.

There can be no assurance that the Company will be successful in consummating a transaction involving MAT2203.

2 – Liquidity, Plan of Operations and Going Concern

Company’s lead product candidate is MAT2203 (oral amphotericin B), a highly potent antifungal drug which, by virtue of LNC delivery,

has been made oral, safe, and well-tolerated for prolonged administration in patients with life-threatening invasive fungal infections.

Following the successful EnACT Phase 2 trial in the treatment of cryptococcal meningitis, MAT2203 is now positioned for a single, Phase

3 registration trial (the “ORALTO trial”) in support of a New Drug Application (“NDA”) for the treatment of invasive

aspergillosis in patients with limited treatment options.

Company had also been seeking to develop an internal pipeline of products utilizing the LNC Platform to encapsulate small molecules and

small oligonucleotides and facilitate targeted and extrahepatic delivery to desired cells and tissues without toxicity, with a focus

on small molecule oncology applications as well as the formulation and delivery of small oligonucleotides with a primary therapeutic

focus on inflammation.

an 80% reduction in workforce implemented in late October 2024, the Company has been reassessing its strategic plan while implementing

a cost-cutting strategy and paused further clinical development of MAT2203 with the goal of consummating a licensing, sale or other similar

transaction as soon as possible to advance the development of MAT2203 into Phase 3.

In addition, the Company continues to engage with

the FDA to keep the MAT2203 Investigational New Drug Application (“IND”) active and is actively maintaining and prosecuting

intellectual property relating to MAT2203 and to the LNC Platform generally as well as maintaining all of its obligations under its license

agreement with Rutgers University.

The Company also continues to support the patients in its Expanded/Compassionate Use Access Program

with the assistance of outside medical clinician consultants, although the Company is no longer supplying patients with MAT2203.

result of the reduction in force, the Company has paused the internal development of a pipeline of products utilizing the LNC Platform

as it evaluates strategic alternatives for those early-stage programs in oncology and inflammatory diseases.

Company remains engaged in an ongoing partnership process for MAT2203, seeking one or more development and/or commercialization partners.

The Company will require either (i) the consummation of a partnership transaction, or (ii) raising additional capital, prior to commencing

the ORALTO trial.

In the event a partnership is consummated, the partner may seek to revise the ORALTO trial or could determine a completely

new development program and pathway for MAT2203.

There can be no assurance that the Company will be successful in consummating a transaction

involving MAT2203.

2 – Going Concern

Company has experienced net losses and negative cash flows from operations each period since its inception.

2 unchanged sentences

The Company’s net loss for the years ended December 31, 2025 and 2024 was $ 10,345

and $ 22,942 ,

respectively.

The Company expects operating expenses to be lower in the near term compared

to recent years until such time as additional funding is secured to support initiation of the Phase 3 registration trial for MAT2203 and

advancement of the LNC platform delivery technology.

The Company expects that its research

and development expenses will increase if it moves forward with additional clinical studies for its current product candidates

and development of additional product candidates.

and $ 24,251 , respectively.

Company expects operating expenses to be lower in the near term compared to recent years until such time as it is able to consummate

a licensing, sale or other similar transaction with a prospective partner that will provide funding to support initiation of the Phase

3 registration trial for MAT2203 and advancement of the LNC Platform delivery technology.

The Company expects that its research and development

expenses will increase if it moves forward with additional clinical studies for its current product candidates and development of additional

product candidates.

If the Company obtains U.S.

Food and Drug Administration (“FDA”)

approval for one or more of its product candidates, the Company expects that its expenses will continue to increase once the Company reaches

commercial launch.

As a result, the Company expects to continue to incur substantial losses for the foreseeable

future, and that these losses will be increasing.

of December 31, 2024, the Company had cash and cash equivalents of $ 7,284

and restricted cash of $ 250 .

In addition, during the second quarter of 2025, the Company generated net proceeds of $ 3,020

from the sale of Preferred Stock (see Note 17).

The Company does not believe that the cash and cash equivalents on hand are

sufficient to fund planned operations beyond the next twelve months from the filing date of these financial statements.

substantial doubt exists about the Company’s ability to continue as a going concern.

ability of the Company to continue as a going concern is dependent upon securing one or more partners to monetize the value of MAT2203, the ability

to control its operating expenses, future sales of common stock through the At-The-Market Sales Agreement

(“Sales Agreement”) with BTIG, LLC and securing additional financing.

While the Company believes in the viability of

this strategy and believes the actions presently being taken by the Company provide the opportunity for it to continue as a going

concern, there can be no assurance the Company will be successful in its implementation.

In particular, utilization of the Sales

Agreement may not be viable due to market conditions and new financing may not be available on acceptable terms, or at all.

Moreover, under the terms of the Preferred Stock sales agreement, the Company

is prohibited, subject to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed

issuance of any shares of common stock or common stock equivalents until November 2025.

consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts

or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going

Food and Drug Administration (“FDA”) approval for one or more of its product

candidates, the Company expects that its expenses will continue to increase once the Company reaches commercial launch.

the Company expects to continue to incur substantial losses for the foreseeable future.

of December 31, 2025, the Company had cash and cash equivalents of $ 3,999 and restricted cash of $ 250 .

The Company does not believe that

the cash and cash equivalents on hand are sufficient to fund planned operations beyond the next twelve months from the filing date of

these financial statements.

As a result, substantial doubt exists about the Company’s ability to continue as a going concern.

ability of the Company to continue as a going concern is dependent upon securing one or more partners to monetize the value of MAT2203,

the ability to control its operating expenses, future sales of common stock through the At-The-Market Sales Agreement (“Sales Agreement”)

with BTIG, LLC and securing additional financing.

While the Company believes in the viability of this strategy and believes the actions

presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurance the Company

will be successful in its implementation.

In particular, utilization of the Sales Agreement may not be viable due to market conditions

and new financing may not be available on acceptable terms, or at all.

These consolidated financial statements do not include any adjustments

related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary

if the Company is unable to continue as a going concern.

3 – Summary of Significant Accounting Policies

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issued as a result of the Reverse Stock Split as fractional shares of Common Stock were rounded up to the nearest whole share.

otherwise noted in these consolidated financial statements, all shares of common stock, warrants convertible into shares of

common stock, stock options, per share information, and related parameters specified in this annual report have been retroactively

adjusted to reflect the Reverse Stock Split for all periods presented.

Refer to Note 14 – Stockholders’ Equity for

additional information related to the Reverse Stock Split.

impact of events beyond our control

financial condition and results of operations may be impacted by factors we may not be able to control, such as pandemics, global supply

chain disruptions, global trade disputes and/or political instability.

Increases in interest rates, especially if coupled with reduced

government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening

Additionally, rising inflation rates may affect us by increasing operating expenses, such as employee-related costs and

clinical trial expenses, negatively impacting our results of operations.

Company’s financial results for the years ended December 31, 2024 and 2023 were not significantly impacted by factors beyond our

control, such as those described above.

However, the Company cannot predict the impact of any of these factors on future results or the

Company’s ability to raise capital due to a variety of factors, including but not limited to the continued good health of Company

employees, the ability of service providers and suppliers to continue to operate and deliver, the ability of the Company to maintain

operations, and any government and/or public actions taken in response to these factors.

otherwise noted in these consolidated financial statements, all shares of common stock, warrants convertible into shares of common stock,

stock options, per share information, and related parameters specified in this annual report have been retroactively adjusted to reflect

the Reverse Stock Split for all periods presented.

Refer to Note 14 – Stockholders’ Equity for additional information

related to the Reverse Stock Split.

preparation of consolidated financial statements in conformity with U.S.

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Actual results could differ from those estimates.

items subject to such estimates and assumptions include, but are not limited to, the Company’s research and development expenses

and the assessment of the impairment of long-lived assets, including goodwill, intangible assets, and other long-lived assets.

items subject to such estimates and assumptions include, but are not limited to, the Company’s research and development

expenses and the assessment of the impairment of long-lived assets, including goodwill, intangible assets, other long-lived assets

and the fair value of the Company’s warrant liability.

and geographic information

The Company adopted Accounting Standard Update (“ASU”)

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024.

This ASU requires

disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an

amount for other segment items with description of composition, and disclosure of the title and position of the CODM.

Operating segments are defined as components of an

enterprise about which separate discrete information is available for evaluation by the chief operating decisionmaker (“CODM”),

or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers its chief executive

officer to be the Company’s CODM.

The CODM manages its operations and allocates resources based on the Company’s consolidated

results and therefore operates as one segment.

Segment revenue, profit or loss, significant segment

expenses and other segment items - The accounting policies of the Company’s single operating and reportable segment are the same

as those described in this Summary of Significant Accounting Policies.

The Company’s method for measuring segment profitability

includes net income(loss), which the CODM uses to assess performance and make decisions for resource allocation, consistent with the measurement

principals for net income (loss) as reported on the Company’s consolidated statement of operations.

The significant expenses regularly

reviewed by the CODM are consistent with those reported on the Company’s consolidated statement of operations, and expenses are

not regularly reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

The measure of segment assets is reported.

The adoption of these disclosure requirements did not have a material impact

on its consolidated financial statements and related disclosures.

Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures

was adopted by the Company during the year ended December 31, 2024.

This ASU requires disclosure of significant segment expenses

that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with

description of composition, and disclosure of the title and position of the CODM.

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief

operating decisionmaker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers its chief executive officer to be the Company’s CODM.

The CODM manages its operations and allocates resources

based on the Company’s consolidated results and therefore operates as one segment.

revenue, profit or loss, significant segment expenses and other segment items - The accounting policies of the Company’s single

operating and reportable segment are the same as those described in this Summary of Significant Accounting Policies.

The Company’s

method for measuring segment profitability includes net income(loss), which the CODM uses to assess performance and make decisions for

resource allocation, consistent with the measurement principals for net income (loss) as reported on the Company’s consolidated

statement of operations.

The significant assets and expenses regularly reviewed by the CODM are consistent with those reported on the

Company’s consolidated balance sheet, statement of operations.

The measure of segment assets is reported in the consolidated balance sheet as total assets.

Segment revenues and

expenses are identical to that disclosed in the accompanying consolidated statement of operations and comprehensive loss.

adoption of these disclosure requirements did not have a material impact on its consolidated financial statements and related disclosures.

cash equivalents and restricted cash

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in the Consolidated Statements of Cash Flows.

Restricted cash represents funds the Company is required to set aside to cover building

operating leases and other purposes.

Restricted cash represents funds the Company is required to support a letter of credit

to cover building operating leases.

For a complete disclosure of the Company’s cash, cash equivalents and restricted cash, see

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Debt Securities

debt securities, all of which are available-for-sale, consist of U.S.

debt securities, all of which were available-for-sale, consisted of U.S.

treasury bonds, U.S.

government notes and corporate debt securities

are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss, except for losses from

impairments which are determined to be other-than-temporary.

and were carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss, except for losses

from impairments which are determined to be other-than-temporary.

Any premium or discount arising at purchase is amortized and/or accreted

to interest income and/or expense over the life of the instrument.

The Company reviews its portfolio of available-for-sale debt securities,

The Company reviewed its portfolio of available-for-sale debt securities,

using both qualitative and quantitative factors, to determine if declines in fair value below cost have resulted from a credit-related

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improvements and equipment are stated at cost less accumulated depreciation and amortization, and impairment.

Depreciation on

equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three 3 to ten

years , except for certain equipment that has been reduced to salvage value in

connection with the Company’s impairment analysis and is no longer being depreciated, see Note 12 – Impairment Charges.

Capitalized costs associated with

leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the

remaining term of the lease.

Depreciation on equipment

is computed using the straight-line method over the estimated useful lives of the assets, which range from three 3 to ten years , except

for certain equipment that has been reduced to salvage value in connection with the Company’s impairment analysis and is no longer

being depreciated, see Note 12 – Impairment Charges.

Capitalized costs associated with leasehold improvements are amortized on

a straight-line basis over the lesser of the estimated useful life of the asset or the remaining term of the lease.

retirement or sale, the cost of assets disposed of and related accumulated depreciation and amortization is removed from the accounts

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goodwill impairment test is performed at the reporting unit level.

The fair value of the Company’s reporting unit is

determined using an income approach, which involves the use of estimates and assumptions, including

projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data

of comparable public companies.

The Company estimates and compares the fair value of its reporting unit to its carrying value

including goodwill.

If the fair value is less than the carrying value, an impairment expense is recorded for the difference between

those values and limited to the total carrying amount of goodwill.

The fair value of the Company’s reporting unit is determined

using an income approach, which involves the use of estimates and assumptions, including projected future operating results and cash

flows, the cost of capital, and financial measures derived from observable market data of comparable public companies.

The Company estimates

and compares the fair value of its reporting unit to its carrying value including goodwill.

If the fair value is less than the carrying

value, an impairment expense is recorded for the difference between those values and limited to the total carrying amount of goodwill.

lived intangible assets are comprised of in-process research and development (“IPR&D”) and represent projects acquired

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the carrying value, an impairment expense is recorded for the difference between those values.

During the fourth quarter of 2024, the

Company identified impairment indicators for its goodwill and other intangible assets, primarily due to the terminated partnership negotiations

for the future development & commercialization of MAT2203 and subsequent cost-cutting measures.

The Company completed the required

quantitative impairment test which resulted in recognizing a full non-cash impairment

charge equal to the carrying amount of goodwill and a partial impairment charge related to IPR&D.

See Notes 7 - Goodwill and Other

Intangible Assets and 12 – Impairment Charges.

The Company did not record impairment charges related to goodwill or IPR&D

during the year ended December 31, 2023.

Long-lived assets

the fourth quarter of 2024, the Company identified impairment indicators for its goodwill and other intangible assets, primarily due

to the terminated partnership negotiations for the future development & commercialization of MAT2203 and subsequent cost-cutting

The Company completed the required quantitative impairment test which resulted in recognizing a full non-cash impairment charge

equal to the carrying amount of goodwill and a partial impairment charge related to IPR&D.

See Notes 7 - Goodwill and Other Intangible

Assets and 12 – Impairment Charges.

The Company elected to perform a quantitative analysis as of December 31, 2025 and determined

that no impairment charges needed to be recorded related to IPR&D.

Company reviews leasehold improvements and equipment, operating lease right-of-use assets and other long-lived asset for impairment whenever

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If such assets are considered to be

impaired, the impairment is measured as the difference between the carrying amount of the assets and the Level 3 fair value of assts

impaired, the impairment is measured as the difference between the carrying amount of the assets and the Level 3 fair value of assets

using the present value of the future net cash flows generated by the respective long-lived assets.

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Such estimates and assumptions include revenue growth rates, estimated cost

structure and operating expense, weighted average costs of capital, and future market conditions, among others.

Following a triggering event in the four quarter of 2024, the

Company completed an impairment test for long-lived assets, which resulted in non-cash

structure and operating expense, weighted average costs of capital, and future market conditions, market rental rate, among

a triggering event in the fourth quarter of 2024, the Company completed an impairment test for long-lived assets, which resulted in non-cash

impairment charges.

See Note 12 – Impairment Charges.

The Company did no t record an impairment charge related to its long-lived

assets during the year ended December 31, 2023.

There was a triggering event in September 2025, and management performed

a quantitative analysis and concluded that no additional impairment was necessary.

The Company did not record an impairment charge related

to its long-lived assets during the year ended December 31, 2025.

Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 842, “Leases”,

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value measurements, see Note 5 – Fair Value Measurements.

compensation to employees consist of stock option grants and restricted shares.

The Company accounts for stock-based compensation under

the provisions of ASC 718-10, Compensation – Stock Compensation , which requires all share-based payments to employees, non-employees

and directors, including grants of stock options and restricted shares, to be recognized in the consolidated statements of operations

and comprehensive loss based on their fair values on the date of grant over the requisite service period, which is generally the vesting

period of the respective award.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and

Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s consolidated balance

sheets and no further adjustments to their initial valuation are subsequently made.

Warrants that require separate accounting as liabilities

are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each

subsequent balance sheet date until such instruments are exercised or expired, with any changes in the fair value between reporting periods

recorded on the consolidated statement of operations.

The assessment of whether the warrants are accounted for as equity-classified or

liability-classified instruments is re-evaluated on a periodic basis.

See Note 14 - Stockholders’ Equity for a discussion

on the Company’s warrants.

compensation to employees consists of stock option grants.

The Company accounts for stock-based compensation under the provisions of

ASC 718-10, Compensation – Stock Compensation , which requires all share-based payments to employees, non-employees and directors,

including grants of stock options and restricted shares, to be recognized in the consolidated statements of operations and comprehensive

loss based on their fair values on the date of grant over the requisite service period, which is generally the vesting period of the

respective award.

Forfeitures are accounted for as they occur.

Generally, the Company issues stock option awards with only

service-based vesting conditions and records the expense for these awards using the straight-line method.

The Company classifies stock-based

compensation expense in the same manner in which the awards recipient’s payroll or service provider’s costs are classified.

Generally, the Company issues stock option awards with only service-based

vesting conditions and records the expense for these awards using the straight-line method.

The Company classifies stock-based compensation

expense in the same manner in which the awards recipient’s payroll or service provider’s costs are classified.

Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, Equity-Based

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service period of the award.

Loss Per Share

following table sets forth the computation of basic and dilutive net loss per share:

Schedule of Basic and Dilutive Net Loss Per Share

Net loss attributable to common

Adjustment for deemed

net loss used for basic and diluted calculation

Weighted-average common

shares, basic and diluted

Net loss per common share:

Basic and diluted

dividend represents the excess of fair value of common stock issued over the fair value of warrants immediately prior to exchange,

which reduces income available to common stockholders used for the basic and diluted net loss per common share calculation.

and diluted net loss per common share

loss per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock

outstanding during the period and other securities.

Under the two-class method, basic net loss per share attributable to common stockholders

is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding

during the period.

Diluted net loss per share attributable to common stockholders is computed using the more dilutive of (1) the two-class

method or (2) the if-converted method.

loss per share information is determined using the two-class method.

The two-class method determines net income (loss) per share for

each class of common and participating securities according to dividends declared or accumulated and participation rights in

undistributed earnings.

The two-class method requires income (loss) available to common stockholders for the period to be allocated

between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for

the period had been distributed.

The Company’s convertible preferred stock and outstanding warrants participate in any

dividends declared by the Company on common stock on a one-for-one basis and are therefore considered to be participating

The participating securities are not required to participate in the losses of the Company, and therefore during periods

of loss there is no allocation required under the two-class method.

the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable

to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per share

attributable to common stockholders is computed by adjusting net loss per share attributable to common stockholders to reallocate undistributed

earnings based on the potential impact of dilutive securities.

Diluted net loss per share attributable to common stockholders is computed

by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding

for the period including potential dilutive common shares.

For purposes of this calculation, outstanding options and warrants to purchase

common stock, and shares of convertible preferred stock are considered potential dilutive common shares.

The Company has generated net

loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders are the same

as the inclusion of the potentially dilutive securities would be anti-dilutive.

the years ended December 31, 2025 and 2024, diluted earnings per common share is the same as basic earnings per common share because,

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31, 2025 and 2024 are as follows:

of Anti-dilutive Securities

As of December 31,

Schedule of Anti-dilutive Securities

of December 31,

Stock options

to Topic 606, the Company recognizes revenue to depict the transfer of promised goods or services to a customer in an amount that reflects

the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve this core principle,

Topic 606 outlines a five-step process for recognizing revenue from customer contracts that includes i) identification of the contract

with a customer, ii) identification of the performance obligations in the contract, iii) determining the transaction price, iv) allocating

the transaction price to the separate performance obligations in the contract, and v) recognizing revenue associated with performance

obligations as they are satisfied.

contract inception, the Company assesses the goods or services promised within each contract and assess whether each promised good or

service is distinct and determine those that are performance obligations.

The Company then recognizes as revenue the amount of the transaction

price that is allocated to the respective performance obligation when the performance obligation is satisfied.

Company did not record any revenue for the year ended December 31, 2024.

For the year ended December 31, 2023, the Company’s revenues

primarily consist of contract research revenue from the BioNTech Agreement to evaluate the combination of mRNA formats utilizing the

Company’s proprietary LNC Platform.

For a complete disclosure of the Company’s Revenue Recognition, see Note 9 – Revenue

Recognition, Collaboration Agreements, and Other Research and Development Agreements.

Collaboration

Company assess whether its collaboration agreements are subject to ASC Topic 808, Collaborative Arrangements (Topic 808) based

on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed

to significant risks and rewards.

To the extent that the arrangement falls within the scope of Topic 808, the Company will apply by analogy

the unit of account guidance under Topic 606 to identify distinct performance obligations, and then determine whether a customer relationship

exists for each distinct performance obligation.

If the Company determines a performance obligation within the arrangement is with a

customer, the Company applies the guidance in Topic 606.

If a portion of a distinct bundle of goods or services within an arrangement

is not with a customer, then the unit of account is not within the scope of Topic 606, and the recognition and measurement of that unit

of account shall be based on analogy to authoritative accounting literature or, if there is no appropriate analogy, a reasonable, rational,

and consistently applied accounting policy election.

terms of such arrangements typically include payments to the Company for one or more of the following:

up-front fees;

development and

regulatory payments;

product supply services;

research and development cost reimbursements;

profit-sharing arrangements;

and royalties

on certain products if they are successfully commercialized.

As part of the accounting for these arrangements, the Company develops assumptions

that require judgment to determine the standalone selling price for each performance obligation identified in the contract.

assumptions may include forecasted revenues, clinical development timelines and costs, reimbursement rates for personnel costs, discount

rates and probabilities of technical and regulatory success.

License Fees:

If the license to the Company’s intellectual property is determined to be distinct from the other performance

obligations identified in the arrangement, the Company would recognize revenues from nonrefundable up-front fees allocated to the license

when the license is transferred to the licensee and the licensee is able to use and benefit from the license, which generally would occur

at or near the inception of the contract.

For licenses that are bundled with other promises, 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 revenues from nonrefundable

up-front fees.

The Company will evaluate the measure of progress at the end of each reporting period and, if necessary, adjust the measure

of performance and related revenue recognition.

and Development Milestone Payments:

At the inception of each arrangement that includes development milestone payments, the Company

will evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction

price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated milestone

value is included in the transaction price.

Milestone payments that are not within the Company’s or the licensee’s control,

such as regulatory approvals, are not considered probable of being achieved until uncertainty associated with the approvals has been

The transaction price is then allocated to each performance obligation, on a relative standalone selling price basis, for which

the Company will recognize revenue as or when the performance obligations under the contract are satisfied.

At the end of each subsequent

reporting period, the Company re-evaluates the probability of achieving such development and regulatory milestones and any related variable

consideration constraint, and if necessary, adjust the Company’s estimate of the overall transaction price.

Any such adjustments

are recorded on a cumulative catch-up basis.

and Development Cost Reimbursements:

The Company’s collaboration arrangements may include promises of future clinical development

and drug safety services, as well as participation on certain joint committees.

When such services are provided to a customer or partner,

and they are distinct from the licenses provided to the Company’s collaboration partners, these promises are accounted for as a

separate performance obligation which the Company estimates using internal development costs incurred and projections through the term

of the arrangements.

The Company records revenues for these services as the performance obligations are satisfied over time based on

measure of progress.

However, if the Company concludes that its collaboration partner is not a customer for those collaborative research

and development activities, it presents such payments as a reduction of research and development expenses.

and Development Arrangement:

Under the terms of our research and development agreement with the CFF Agreement, the Company did not

account for this arrangement in accordance with Topic 606.

However, the Company has determined that it is a partner under a collaboration

agreement as it shares in the risks and rewards that would be received if the product is successful and commercialized.

Therefore the

funds received under the terms of this agreement will be recorded as reimbursements of research and development costs and reduce the

research and development expenses in the Company’s Statements of Operations and Comprehensive Loss.

The Company records the reimbursements

for certain materials and other research and development costs associated with the agreement when it is probable that a significant reversal

in the amount of cumulative costs have been recognized.

During the years ended December 31, 2024 and 2023, the Company recognized $ 0

and $ 88 , respectively, of reimbursed research and development costs associated with the CFF Agreement.

For a complete disclosure of the

CFF Agreement, see Note 9 – Collaboration Agreements, Collaboration Agreements, and other Research and Development Agreements.

Preferred stock conversion to common stock

and development expenses

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The Company periodically confirms

the accuracy of its estimates with the service providers and adjust if necessary.

the accuracy of its estimates with the service providers and adjusts if necessary.

The significant estimates in the Company’s accrued

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If the actual timing of the performance of services or the level

of effort varies from its estimate, the Company adjust the accrual or prepaid expense accordingly.

of effort varies from its estimate, the Company adjusts the accrual or prepaid expense accordingly.

Although the Company does not expect

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administrative expenses in the consolidated statements of operations.

comprehensive loss

comprehensive loss consists of net gains/(losses) and unrealized losses on marketable debt securities available-for-sale and is presented

comprehensive gains

comprehensive gains consist of net gains/(losses) and unrealized gains on marketable debt securities available-for-sale and is presented

in the Consolidated Statements of Operations and Comprehensive Loss.

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the update may be applied on a prospective basis with retrospective application permitted.

The Company is currently evaluating the impact

of this standard on the Company’s Consolidated Financial Statements.

The Company adopted the ASU on January 1,

2025 and the adoption had no material impact on the Company’s financial statements.

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) , which specifies additional disclosure

requirements.

The new guidance requires additional disclosures, including the composition of certain income expense line items (such

as purchases of inventory, employee compensation, and “other expenses”) and a separate disclosure for selling expenses.

change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however,

early adoption is permitted.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated

financial statements and disclosures.

Company’s management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will

not have a material effect on the Company’s financial statements.

4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities

Company considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash

and cash equivalents and all investments with maturities of greater than three months from date of purchase are classified as marketable

debt securities.

Cash and cash equivalents consisted of cash in bank checking and savings accounts, money market funds and short-term

treasury bonds that mature within three months of settlement date.

Cash Equivalents and Restricted Cash

Company presents restricted cash with cash and cash equivalents in the Consolidated Statements of Cash Flows.

Restricted cash at each

of December 31, 2024 and 2023 of $ 250 represents funds the Company is required to set aside as collateral, primarily for one of the Company’s

Restricted cash at December

31, 2025 and 2024 of $ 250 represents funds the Company is required to set aside as collateral, primarily for one of the Company’s

operating leases and other purposes.

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the total of the amounts in the Consolidated Statements of Cash Flows as of December 31, 2025, December 31, 2024 and December 31, 2023:

of Cash, Cash Equivalents and Restricted Cash

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

Restricted cash included in current/non-current assets

Cash, cash equivalents and restricted cash in the statement of cash flows

Restricted cash included

in current/non-current assets

Cash, cash equivalents

and restricted cash in the statement of cash flows

Debt Securities

Company has classified its investments in marketable debt securities as available-for-sale and as a current asset.

The Company’s

investments in marketable debt securities are carried at fair value, with unrealized gains and losses included as a separate component

of stockholders’ equity.

Unrealized losses and gains are classified as other comprehensive (loss)/income and costs are determined

on a specific identification basis.

Company classified its investments in marketable debt securities as available-for-sale and as a current asset.

The Company’s investments

in marketable debt securities were carried at fair value, with unrealized gains and losses included as a separate component of stockholders’

Unrealized losses and gains were classified as other comprehensive (loss)/income and costs are determined on a specific identification

Realized gains and losses from marketable debt securities are recorded in other income, net.

Company did not incur any realized gains and losses during the years ended December 31, 2024 and 2023.

For the years ended December 31,

2024 and 2023, the Company recorded unrealized gains of $ 221 and $ 603 , respectively.

As of December 31, 2024 and 2023, the Company had

net accumulated unrealized losses of $ 0 and $ 221 , respectively.

Company did not own any marketable debt securities at December 31, 2024.

The following tables summarize the Company’s marketable

debt securities at December 31, 2023:

of Marketable Debt Securities

Treasury Bonds

Government Notes

Total marketable debt securities

debt securities classified as available-for-sale matured within one year of December 31, 2023.

Company determined that the unrealized (losses) and gains are temporary as of December 31, 2024 and 2023.

Unrealized (losses) and gains

generally are the result of increases in the risk premiums required by market participants rather than an adverse change in cash flows

for a fundamental weakness in the credit quality of the issuer or underlying assets.

The Company did not incur any realized

gains and losses during the years ended December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company recorded

unrealized gains of $ 0 and $ 221 , respectively.

Company did no t own any marketable debt securities at December 31, 2025 and 2024.

5 - Fair Value Measurements

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current portion of lease liabilities and accrued expenses approximate fair value due to the short-term nature of these instruments.

summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows:

Company did not own any marketable debt securities at December 31, 2024.

The following tables summarize the Company’s marketable

debt securities measured on a recurring basis at December 31, 2023:

Schedule of Fair Value Measurement of Assets and Liabilities

December 31, 2023

Fair Value Hierarchy

December 31, 2023

Marketable Debt Securities:

Treasury Bonds

Government Notes

treasury bonds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices for identical

assets in active markets.

Marketable debt securities consisting of U.S.

government notes and corporate debt securities are classified

as Level 2 and are valued using quoted market prices in markets that are not active.

Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of December 31, 2025

During 2025, the Company had liability classified warrants that were carried at fair value.

During 2024, the Company did not

have any assets or liabilities carried at fair value.

table below presents a summary of changes in fair value of the warrant liability that was measured at fair value on a recurring basis:

Schedule of Fair Value of Warrant Liability

Balance at December 31, 2024

Issuance of warrants reported

at fair value

Change in fair value

Reclassification to

Balance at December

February 13, 2025, the Company entered into a securities purchase agreement with certain investors and, pursuant to an initial and second

closing under the agreement, issued and sold to the investors an aggregate of (i) 3,300 shares of convertible preferred stock and (ii)

warrants (the “Warrants”) to purchase up to 11,262,808 shares of the Company’s common stock (see Note 14).

Company classified the Warrants as a liability upon issuance.

Accordingly, proceeds from the transaction were first allocated to the

Warrants which were recorded at fair value at issuance, and any residual value allocated to preferred stock.

Subsequent changes in fair

value of the Warrants were recognized in the Company’s consolidated statements of operations and comprehensive loss.

June 26, 2025, the terms of the Warrants were amended to remove the provision that provided for a potential adjustment to the Warrants

that did not meet the indexation requirements.

The Company determined that the Warrants then satisfied the conditions to be accounted

for as equity instruments.

The change in fair value of the Warrants until June 26, 2025 was recorded in the income statement and fair

value of the Warrants on June 26, 2025, was reclassified to equity.

There will be no subsequent measurement for the equity classified

Warrants as long as the indexation and equity classification criteria continue to be met.

each reporting period during which the Warrants were classified as a liability, the Company’s warrant liability was measured at

fair value utilizing a Monte Carlo simulation model, which required assumptions including the value of the stock on the measurement date,

exercise price, expected term, expected volatility, and the risk-free interest rate.

Certain assumptions, including the expected term

and expected volatility, were subjective and require judgment to develop.

warrant liabilities were valued on the various measurement dates during the year ended December 31, 2025 using the following range of

Schedule of Warrant Liability

Expected volatility

Risk-free interest rate

Stock price on valuation date

Exercise price

Dividend yield

Expected term

Values Measured on a Non-recurring Basis

Company’s non-financial assets, such as property, plant and equipment, and intangible assets, including goodwill and IPR&D, are recorded at fair value upon

acquisition and are remeasured only if an impairment charge is recognized.

The Company remeasured the fair value of its long-lived

assets upon the occurrence of triggering events in the fourth quarter of 2024.

For the year ended December 31, 2023, the Company did

not incur a triggering event and did not have any assets or liabilities measured at fair value on a non-recurring basis.

- Impairment Charges for more information on the impairment losses recorded during the year ended December 31, 2024 for assets

Company’s non-financial assets, such as property, plant and equipment, and intangible assets, including IPR&D, are recorded

at fair value upon acquisition and are remeasured only if an impairment charge is recognized.

The Company remeasured the fair value of

its long-lived assets upon the occurrence of triggering events in the fourth quarter of 2024 and in the third quarter of 2025.

12 - Impairment Charges for more information on the impairment losses recorded during the year ended December 31, 2025 and 2024 for assets

measured on a non-recurring basis.

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Leasehold improvements

Leasehold improvements and equipment, gross

accumulated depreciation and amortization

Leasehold improvements and equipment, net

and amortization expense for the years ended December 31, 2024 and 2023 was $ 365 and $ 385 , respectively.

During the years ended December

31, 2024 and 2023, the Company purchased equipment and leasehold improvements of $ 0 and $ 218 , respectively.

During the year ended December

31, 2023, the Company recorded an asset write-off of $ 60 , including $ 59 of related accumulated depreciation.

accumulated depreciation

and amortization

improvements and equipment, net

and amortization expense for the years ended December 31, 2025 and 2024 was $ 32

respectively.

During the year ended December 31, 2025, the Company recorded net asset write-offs of $ 2,082 ,

including $ 2,064

of related accumulated depreciation.

sales and disposals

April 19, 2025, the Company initiated a process to sell certain unused laboratory equipment that was previously impaired and carried

a net book value of $ 280 .

During the year end ended December 31, 2025, the Company sold all $ 280

of the equipment, generating proceeds of $ 335

resulting in a gain of $ 55 .

In addition, the Company incurred an $ 18 loss on the disposal of leasehold improvements.

of Long-Lived Assets

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an impairment loss associated with its leasehold improvements and equipment.

The Company did no t record an impairment charge during the

The Company did not record an impairment charge during the

year ended December 31, 2025.

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following table provides the gross and net carrying value of goodwill as follows:

Schedule of Goodwill

Balance at December 31, 2023

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Company completed its annual impairment test for goodwill during the fourth quarter of 2024, which resulted in full impairment of the

Company’s $ 1,336 of

The goodwill impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated

statements of operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record a Goodwill impairment

charge during the year ended December 31, 2023.

The following table provides the gross

and net carrying value of IPR&D as follows:

Company’s $ 1,336 of goodwill.

The goodwill impairment is reflected in impairment charge of goodwill and other intangible assets

in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

ended December 31, 2025, there were no additions to goodwill.

following table provides the gross and net carrying value of IPR&D as follows:

Schedule of In Process Research and Development

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Balance at December 31, 2024

The Company completed its impairment

test for IPR&D during the fourth quarter of 2024, which resulted in partial impairment of the Company’s $ 757 of IPR&D.

The IPR&D impairment is reflected in impairment charge of goodwill and other intangible assets in the Company’s consolidated

statements of operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record an IPR&D impairment

charge during the year ended December 31, 2023.

Impairment of IPR&D

Balance at December 31, 2025

Company completed its impairment test for IPR&D during the fourth quarter of 2024, which resulted in partial impairment of $ 757 of

the Company’s of IPR&D.

The IPR&D impairment is reflected in impairment charge of goodwill and other intangible assets

in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

completed its quantitative impairment test for IPR&D during the fourth quarter of 2025, and noted the fair value exceeded the carrying

Consequently, the Company did not record an IPR&D impairment charge during the year ended December 31, 2025.

8 – Accrued Expenses and Other Liabilities

expenses and other liabilities, summarized by major category, consist of the following for years ended December 31, 2024 and 2023:

expenses and other liabilities, summarized by major category, consist of the following for the years ended December 31, 2025 and 2024:

Schedule of Accrued Expenses

As of December 31,

General and administrative expenses

Research and development expenses

of December 31,

General and administrative

Company has various lease agreements including leases of office space, a laboratory and manufacturing facility, and various equipment.

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a monthly rent of approximately $ 13 , increasing to approximately $ 14 toward the end of the term.

The lease was subsequently amended,

including most recently on September 13, 2022 to provide additional space and to extend the term of the lease until June 30, 2029 at

a monthly rent of approximately of approximately $ 20 , increasing to approximately $ 23 toward the end of the term.

There is no renewal

option, no security deposit, no residual value or significant restrictions or covenants other than those customary in such arrangements.

Except as expressly provided, all other terms, covenants, conditions and agreements as set forth in the lease will remain unchanged and

in full force and effect.

The lease was subsequently amended on

September 13, 2022 to provide additional space and to extend the term of the lease until June 30, 2029 at a monthly rent of approximately

of approximately $ 20 , increasing to approximately $ 23 toward the end of the term.

On October 3, 2025, the Bedminster lease was amended

to decrease the lease term to 15 months, beginning in October 2025 and ending December 31, 2026.

The amendment included a one-time payment

of $ 323 in full satisfaction of the Company’s rental obligations through the end of the amended term date.

The lease amendment

also included a provision which provided the landlord the right to relocate the Company to mutually acceptable space within the building.

In November 2025, the Company was moved to another space in the building which is approximately 500 square feet and approximately 94%

less space than the prior leased office space.

The decrease in office space generated a right-of-use asset write-off of $ 207 .

lease termination resulting in the recognition of the loss in the amount of $ 241 in the accompanying consolidated statement of operation

and comprehensive loss.

There is no renewal option, no security deposit, no residual value or significant restrictions or covenants other

than those customary in such arrangements.

Except as expressly provided, all other terms, covenants, conditions and agreements as set

forth in the lease will remain unchanged and in full force and effect.

December 15, 2016, the Company entered into a 10 -year, 3-month lease of laboratory and manufacturing space in Bridgewater, New Jersey.

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the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and is currently $ 200 at December

Company incurred lease expense for its operating leases of $ 902 for the years ended December 31, 2024 and 2023, respectively.

incurred amortization expense on its operating lease right-of-use assets of $ 602 and $ 548 for the years ended December 31, 2024 and 2023,

respectively.

The Bridgewater lease is currently in dispute, please see Bridgewater lease proceedings in Note:

11- Commitments and Contingencies.

Company incurred lease expense for its operating leases of $ 634 and $ 902 for the years ended December 31, 2025 and 2024, respectively.

The Company incurred amortization expense on its operating lease right-of-use assets of $ 420 and $ 602 for the years ended December 31,

2025 and 2024, respectively.

Company incurred interest expense on its finance leases of $ 1 and $ 2 for the years ended December 31, 2025 and 2024, respectively.

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Schedule of Maturity of Operating and Finance Leases Liabilities

Maturity of Lease Liabilities

Operating Lease Liabilities

Finance Lease Liabilities

of Lease Liabilities

Total undiscounted operating lease payments

Imputed interest

Present value of operating lease liabilities

Weighted average remaining lease term in years

Present value of

operating lease liabilities

Weighted average remaining lease term in

Weighted average discount rate

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finance leases as of December 31, 2024:

Maturity of Lease Liabilities

Operating Lease Liabilities

Finance Lease Liabilities

of Lease Liabilities

Total undiscounted operating lease payments

Imputed interest

Present value of operating lease liabilities

Weighted average remaining lease term in years

Present value of

operating lease liabilities

Weighted average remaining lease term in

Weighted average discount rate

of right-of-use assets

the fourth quarter of 2024, the Company determined that the net book value of Bridgewater facility lease right-of-use asset might

not be recoverable, primarily due to the terminated partnership negotiations for the future development and commercialization of

MAT2203 and subsequent cost-cutting measures.

The Company conducted a recoverability test by comparing the projected undiscounted

future cash flows associated with the right-of-use asset to its carrying amount and concluded that an impairment charge must be

The charge was subsequently determined based on the excess of the carrying amount of the asset over its estimated fair

The Company recorded impairment charges related to its Bridgewater facility lease right-of-use asset of $ 782 ,

the fourth quarter of 2024, the Company determined that the net book value of Bridgewater facility lease right-of-use asset might not

be recoverable, primarily due to the terminated partnership negotiations for the future development and commercialization of MAT2203

and subsequent cost-cutting measures.

The Company conducted a recoverability test by comparing the projected undiscounted future cash

flows associated with the right-of-use asset to its carrying amount and concluded that an impairment charge must be recognized.

was subsequently determined based on the excess of the carrying amount of the asset over its estimated fair value.

The Company recorded

impairment charges related to its Bridgewater facility lease right-of-use asset of $ 782 ,

and a related finance lease of right-of-use asset of $ 8 .

The lease impairment charges were included in the impairment charges of other assets line in the consolidated statement of

operations and comprehensive loss for the year ended December 31, 2024.

The Company did not record an impairment charge during the

year ended December 31, 2023.

10 – Revenue Recognition, Collaboration Agreements, and Other Research and Development Agreements

Research Collaboration

April 8, 2022, the Company entered into the BioNTech Agreement to evaluate the combination of mRNA formats utilizing the Company’s

proprietary LNC Platform.

Under the terms of the BioNTech Agreement, the Company received an exclusivity fee in the amount of $ 2,750 ,

and BioNTech SE will fund certain of the Company’s research expenses to be incurred under the agreement.

The term of the agreement

began on the effective date and expired on April 8, 2023.

Company assessed the BioNTech Agreement under ASC 808 Collaboration Arrangements and ASC 606 Revenue from Contracts with Customers

(“ASC 606”) and concluded that the contract counterparty, BioNTech SE, is a customer based on the arrangement structure.

The Company identified two material promises to deliver under the contract:

(1) grant of an exclusive research license and (2) clinical

research services.

However, given the nature of the promises, the license and research services are not considered to be distinct from

each other within the context of the contract.

The Company therefore concluded that there is one combined performance obligation for

both the license and research services.

$ 2,750 license fee was recorded as deferred revenue and was recognized over the term of the contract performance obligation period, which

the Company concluded to be 12 months after the execution of the contract.

The clinical research services were invoiced as service revenue

was earned on a monthly basis during the term of the contract.

the year ended December 31, 2023, $ 688 of the contract research revenue was recognized from the license fee and $ 375 was earned from

the monthly clinical research services performed by the Company.

As of December 31, 2023, the Company had recognized all of contract

research revenue from the BioNTech Agreement.

Fibrosis Foundation Therapeutics Development Award

November 19, 2020, the Company entered into an award agreement (the “CFF Agreement”) with the Cystic Fibrosis Foundation

(“CFF”), pursuant to which it received a Therapeutics Development Award of up to $ 4,234 (the “Award”) (of which

$ 484 had been previously received) to support the preclinical development (the “Development Program”) of the Company’s

MAT2501 product candidate.

On November 19, 2021, the Company and CFF entered into an Amendment to the CFF Agreement which added an additional

milestone payment in the amount of $ 321 .

of December 31, 2023, the Company has received $ 3,635 of the $ 4,555 commitment, inclusive of the Amendment’s additional milestone

payment, and a related deferred liability balance of $ 88 is included in accrued expenses at December 31, 2022.

During the year ended

December 31, 2023, the Company recognized $ 88 , as credits to research and development expenses related to the CFF award.

During the fourth

quarter of 2022, for financial and technical reasons, the Company determined that it was not commercially reasonable to continue the

development of MAT2501 and instead elected to focus existing resources on other initiatives.

As a result, the Company does not anticipate

receiving the balance of the commitment and has no further obligations to CFF.

Feasibility Study Agreement

December 12, 2019, the Company entered into the Genentech Agreement which involves the development of oral formulations using the Company’s

LNC Platform.

Under the terms of the Genentech Agreement, Genentech paid the Company a total of $ 100 for the development of three molecules,

or approximately $ 33 per molecule, which is being recognized upon the Company fulfilling its obligations for each molecule under the

Genentech Agreement.

The Company recorded the upfront consideration as deferred revenue, which is included in accrued expenses on the

consolidated balance sheets.

As of December 31, 2022, the Company completed its obligations related to the first and second of the three

During the year ended December 31, 2023, the Company completed its obligations related to the remaining molecule.

The lease impairment charges were included in the impairment charges of other assets line in the consolidated statement of operations

and comprehensive loss for the year ended December 31, 2024.

During 2025, the Company endeavoured to secure a sub-tenant

for the Bridgewater facility.

In the third quarter of 2025, the Company determined, due to the passage of time without securing a sub-tenant,

the carrying amount of the Bridgewater facility lease right of use asset might not be recoverable.

The Company performed a recoverability

test by comparing the projected undiscounted future cash flows associated with the right-of-use asset to its carrying amount and concluded

that the carrying amount was recoverable.

The Company also assessed the asset for impairment in the fourth quarters of 2025 and concluded

there were no events or circumstances where Bridgewater facility right of use asset was not recoverable.

Accordingly, the Company did

not record an impairment charge during the fourth quarter of 2025.

10 – Research and Development Agreements

the acquisition of Aquarius, the Company acquired a license from Rutgers University, The State University of New Jersey (successor in

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of a licensed product under this agreement, whichever is later.

11 – Commitments

11 – Commitments and Contingencies

payment rights

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under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time.

Company is not currently a party to any legal proceedings, and the Company is not aware of any claims or actions pending or threatened

against its business.

In the future, the Company might from time to time become involved in litigation relating to claims arising from

our ordinary course of business.

lease proceedings

Company filed a complaint against COE Bridgewater, LLC (its “Landlord”) in the Superior Court of New Jersey, Somerset County,

Chancery Division on July 11, 2025 alleging principally that Landlord illegally locked the Company out of its leased premises in Bridgewater,

As a result of the illegal lockout, the Company seeks (among other things) a declaration that the lease and all obligations

thereunder, including rent, terminated as of the date of the lockout.

On September 5, 2025, Landlord filed an answer with counterclaims,

which it amended on December 12, 2025.

In the counterclaims, Landlord seeks a declaration that there was no lockout, or that the lockout

was justified, and therefore the lease remains in effect.

Landlord also seeks damages for the Company’s alleged failure to pay

approximately $ 205,000 in

rent (as of December 31, 2025) following the lockout, and alleged conversion of certain furniture, fixtures, and equipment (FF&E)

items within the premises belonging to Landlord.

The amounts potentially payable under the lease have been accrued until the matter

The Company is currently in settlement negotiations with the Landlord, however there can be no assurance such a settlement

will be achieved.

the Bridgewater lease proceedings above, the Company is not currently a party to any legal proceedings, and the Company is not aware

of any claims or actions pending or threatened against its business.

In the future, the Company might from time to time become involved

in litigation relating to claims arising from our ordinary course of business.

12 – Impairment Charges

Company reviews property, plant and equipment and other long-lived assets, including leasehold improvements, for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable in accordance with ASC 360, “Property, Plant and Equipment.”

the fourth quarter of 2024, the Company identified impairment indicators for certain long-lived assets, primarily due to the

terminated partnership negotiations for the future development & commercialization of MAT2203 and subsequent cost-cutting

Company reviews property, plant and equipment and other long-lived assets, including leasehold improvements, for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360, “Property,

Plant and Equipment.”

the fourth quarter of 2024, the Company identified impairment indicators for certain long-lived assets, primarily due to the terminated

partnership negotiations for the future development and commercialization of MAT2203 and subsequent cost-cutting measures.

accordance with ASC 360-10, long-lived assets that are held and used are tested for impairment at the asset group level, which represents

the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.

The Company has historically determined that its long-lived assets are sufficiently interdependent to constitute one asset group

and performed impairment testing at the reporting unit level.

However, the workforce reduction implemented in October 2024 and related

pause of product development activities indicates a change in the interdependency of the Company’s cash flows.

The Company’s

long-lived assets will now be evaluated as three asset groups:

an asset group including all long-lived assets associated with

the development of MAT2203 and not otherwise included in the following two asset groups;

The Company has historically determined that its long-lived assets are sufficiently interdependent to constitute one asset group and

performed impairment testing at the reporting unit level.

However, the workforce reduction implemented in October 2024 and related pause

of product development activities indicates a change in the interdependency of the Company’s cash flows.

The Company’s long-lived

assets have subsequently been evaluated as three asset groups:

asset group including all long-lived assets associated with the development of MAT2203 and not otherwise included in the following

two asset groups;

asset group including the ROU asset associated with the Bridgewater facility lease, including the related leasehold improvements;

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intangible assets

The Company’s indefinite-lived intangible assets

are comprised of in-process research and development (“IPR&D”).

For the years ended December 31, 2024 and 2023, the Company

assessed IPR&D impairment by performing a quantitative analysis for which involved comparing the fair value of the asset, determined

using an income approach which is based on discounted cash flow techniques, to the carrying value of the asset.

During the fourth quarter of 2024, the Company identified impairment indicators

for its IPR&D and recorded an impairment charge of $ 757 , which represented the excess of the carrying value of the asset over the

calculated fair value.

The impairment charge has been included in the Company’s Consolidated Statement of Operations and Comprehensive

Loss for the year ended December 31, 2024.

The Company did not record an impairment charge of IPR&D during the year ended December

the year ended December 31, 2024 and 2023, the Company assessed goodwill impairment by performing a quantitative analysis for its reporting

As part of the quantitative review, the Company considered whether its fair value, determined as the price a market participant

would be willing to pay in a potential acquisition of the Company, exceeds its carrying value, including goodwill.

Company’s indefinite-lived intangible assets are comprised of in-process research and development (“IPR&D”).

the years ended December 31, 2025 and 2024, the Company assessed IPR&D impairment by performing a quantitative analysis which involved

comparing the fair value of the asset, determined using an income approach which is based on discounted cash flow techniques, to the

carrying value of the asset.

the fourth quarter of 2024, the Company identified impairment indicators for its IPR&D and recorded an impairment charge of $ 757 ,

which represented the excess of the carrying value of the asset over the calculated fair value.

The impairment charge has been included

in the Company’s Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2024.

elected to perform a quantitative analysis to determine if its IPR&D asset was impaired as of December 31, 2025.

The results of the

quantitative analysis indicated the fair value of the IPR&D asset exceeded its carrying value and as such the Company did not record

an impairment charge of IPR&D during the year ended December 31, 2025.

the year ended December 31, 2024, the Company assessed goodwill impairment by performing a quantitative analysis for its reporting unit.

As part of the quantitative review, the Company considered whether its fair value, determined as the price a market participant would

be willing to pay in a potential acquisition of the Company, exceeds its carrying value, including goodwill.

the fourth quarter of 2024, the Company identified impairment indicators for its goodwill and recorded an impairment charge of $ 1,336 ,

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item in the Company’s Consolidates Statement of Operations and Comprehensive Loss for the year ended December 31, 2024.

The Company did no t

record an impairment charge of goodwill during the year ended December 31, 2023.

recoverability test for the Company’s long-lived assets was performed by comparing the carrying amount of each asset group to

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cash flow method, considering cash flows associated with a potential sublease of the facility.

Significant assumptions used include estimated sublease payments, a period

of vacancy before the sublease begins and expenses incurred to facilitate the sublease.

The Company determined the fair value

of the asset group which includes machinery & equipment at the Bridgewater facility by considering its potential salvage value, determined by estimating a salvage rate of proceeds which could be realized

in the sale of equipment to a third party.

These analyses led to the recognition of impairment charges totaling $ 2,338 .

Significant assumptions used include

estimated sublease payments, a period of vacancy before the sublease begins and expenses incurred to facilitate the sublease.

Company determined the fair value of the asset group which includes machinery & equipment at the Bridgewater facility by

considering its potential salvage value, determined by estimating a salvage rate of proceeds which could be realized in the sale of

equipment to a third party.

These analyses led to the recognition of impairment charges totalling $ 2,338 .

The impairment charges have been included in the Impairment charges of other assets line item in the Company’s Consolidated

Statement of Operations and Comprehensive Loss for the year ended December 31, 2024.

The Company did not record an impairment charge

of other assets during the year ended December 31, 2023.

An impairment test of its ROU asset associated with the Bridgewater facility lease during

the third quarter of 2025 due to the identification of a triggering event.

The quantitative recoverability test performed indicated the asset’s

carrying value was fully recoverable.

As such no additional impairment was recorded in

2025 related to this asset.

following table provides the total amount of impairment charges of other assets as follows:

Schedule of Impairment Charges of Other Assets

Leasehold improvement and equipment (including amounts recorded within prepaid expenses)

Operating and finance leases right of use assets

Impairment charges of other assets at December 31, 2024

Impairment charges of other assets

Leasehold improvement and equipment

(including amounts recorded within prepaid expenses)

Operating and finance

leases right of use assets

Impairment charges

of other assets at December 31, 2024

Impairment charges

of other assets

13 – Income Taxes

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Schedule of Income Tax Provision

Year Ended December 31,

Ended December 31,

Current expense (benefit):

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Deferred expense (benefit):

Total deferred expense (benefit):

Total income tax expense (benefit):

Total deferred expense

Total income tax expense

income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting

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federal rate to the Company’s effective

tax rate is as follows:

tax rate after the adoption of ASU 2023-09 is as follows:

Schedule of Effective Income Tax Rate Reconciliation

Year Ended December 31,

Federal Statutory Tax Rate

Ended December 31,

Federal Statutory Tax Rate

State and Local Income Taxes, Net of Federal

Income Tax Effect (a)

Change in Valuation Allowances

Nontaxable or Nondeductible Items

Effective Tax Rate

taxes in New Jersey made up the majority (greater than 50 percent) of the tax effect in this

previously disclosed for the year ended December 31, 2024 prior to the adoption of ASU 2023-09, the following is a reconciliation of

the difference between the effective income tax rate and federal statutory rate:

Income at U.S.

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Discrete Items

Effective income tax

following table presents income taxes paid (net of refunds received) during the year ended December 31, 2025 by jurisdiction:

Schedule of Income Taxes Paid (Net of Refunds Received)

federal taxes

State and local taxes

Massachusetts

Total income taxes paid

Company has no current income taxes payable other than certain state minimum taxes which are included in general and administrative expenses.

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Schedule of Deferred Tax Assets and Liabilities

Year Ended December 31,

Ended December 31,

Share-based Compensation

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Valuation allowance

Net deferred tax asset (liability)

assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the

generation of taxable income during the periods in which the temporary differences representing net future deductible amounts become

deductible, and is impacted by the Company’s ability to carryforward losses to years in which the Company has taxable income.

Due to the Company’s history of losses and lack of other positive evidence to support taxable income, the Company has recorded

a valuation allowance against those deferred tax assets that are not expected to be realized.

The valuation allowances were $ 46,248 ,

as of December 31, 2024, 2023 and 2022, respectively, representing increases of $ 5,433

for the years ending December 31, 2024 and 2023, respectively.

deferred tax asset (liability)

assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible and

is impacted by the Company’s ability to carryforward losses to years in which the Company has taxable income.

Due to the Company’s

history of losses and lack of other positive evidence to support taxable income, the Company has recorded a valuation allowance against

those deferred tax assets that are not expected to be realized.

The valuation allowances were $ 45,580 and $ 46,248 as of December 31,

2025 and 2024, respectively, representing decrease of $ 668 .

of December 31, 2025, the Company had Federal net operating loss carryforwards of $ 38,080 which will begin to expire in 2032.

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change since the Company’s inception.

the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and

amortized for U.S.

the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized

and amortized for U.S.

tax purposes effective January 1, 2022.

The mandatory capitalization requirement increases our deferred tax assets.

of net operating losses (NOLs) & tax credits

Company recognized $ 0 and $ 484 for the years ended December 31, 2024 and 2023, respectively, in connection with the sale of certain State

of New Jersey Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits to a third party

under the New Jersey Technology Business Tax Certificate Transfer Program.

In addition, the Tax Cuts and Jobs Act, signed into law on

December 22, 2017 imposes significant additional limitations on the deductibility of interest and limits NOL deductions to 80% of net

taxable income for losses arising in taxable years beginning after December 31, 2017.

The mandatory capitalization requirement increases our deferred tax

The One Big Beautiful Bill Act (the “OBBBA”) was enacted into law on July 4, 2025.

Included in the OBBBA

were provisions where certain research and development expenses could be immediately expensed rather than capitalized.

The Company considered

the effects of the OBBBA and determined there was not a material effect on the Company’s financial statements as of December 31,

14 – Stockholders’ Equity

of December 31, 2025, in accordance with the Certificate of Incorporation, the Company was authorized to issue 500,000,000 shares of

common stock and 10,000,000 shares of preferred stock, each share having a par value of $ 0.0001 .

August 30, 2024, the Company effected the Reverse Stock Split.

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such instruments being reduced and the exercise price or conversion price being increased proportionally by the Reverse Stock Split ratio.

a result of the Reverse Stock Split, the number of shares of common stock authorized for issuance was adjusted from 500,000,000

to 250,000,000 ,

and the par value of $ 0.0001

per share was not affected.

Additionally, the number of issued and outstanding shares of the Company’s common stock was

adjusted from 250,816,164

shares to 5,086,985

shares on August 30, 2024, including the issuance of an additional 70,661 shares to those stockholders that would otherwise would have been

entitled to a fractional share of common stock as a result of the Reverse Stock Split.

a result of the Reverse Stock Split, the number of shares of common stock authorized for issuance was adjusted from 500,000,000 to 250,000,000 ,

and the par value of $ 0.0001 per share was not affected.

Additionally, the number of issued and outstanding shares of the Company’s

common stock was adjusted from 250,816,164 shares to 5,086,985 shares on August 30, 2024, including the issuance of an additional 70,661

shares to those stockholders that would otherwise would have been entitled to a fractional share of common stock as a result of the Reverse

June 23, 2025, the Company received shareholder approval to increase the number of shares of common stock authorized for issuance to

500,000,000 .

On August 6, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s

Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares

of the Company’s common stock from 250,000,000 shares to 500,000,000 shares.

The Certificate of Amendment became effective upon

2024 Purchase Agreement

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Equity Offering

July 2, 2020, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”),

pursuant to which the Company may offer and sell, from time to time, through BTIG, as sales agent and/or principal, shares of its common

stock having an aggregate offering price of up to $ 50,000 , subject to certain limitations on the amount of common stock that may be offered

and sold by the Company set forth in the Sales Agreement.

BTIG will be paid a 3 % commission on the gross proceeds from each sale.

Company may terminate the Sales Agreement at any time;

BTIG may terminate the Sales Agreement in certain limited circumstances.

the year ended December 31, 2024, the Company sold 4,366 shares of its common stock generating net proceeds of $ 54 .

July 2, 2020, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with BTIG, LLC

(“BTIG”), pursuant to which the Company may offer and sell, from time to time, through BTIG, as sales agent and/or

principal, shares of its common stock having an aggregate offering price of up to $ 50,000 ,

subject to certain limitations on the amount of common stock that may be offered and sold by the Company set forth in the Sales

BTIG will be paid a 3 %

commission on the gross proceeds from each sale.

The Company may terminate the Sales Agreement at any time;

BTIG may terminate the

Sales Agreement in certain limited circumstances.

During the year ended December 31, 2024, the Company sold 4,366

shares of its common stock generating net proceeds of $ 54 .

The Company did no t

sell any shares of its common stock during the year ended December 31, 2025.

At December 31, 2024, the Sales Agreement’s available

capacity was $ 44,191 .

At December 31, 2025, the Sales Agreement’s

available capacity was $ 44,191 .

As of the filing of this Form 10-K, the Company is subject to the General Instructions I.B.6 to Form S-3, known as

the “ baby shelf rules,” which limit the number of securities it can sell under its registration statements on Form

accordance with the Certificate of Incorporation, the Company is authorized to issue 10,000,000 preferred shares at a par value of $ 0.0001 .

of December 31, 2024, the Company had outstanding warrants to purchase 666,667 shares of common stock at an exercise price of $ 17.50

warrants are exercisable six months after issuance date, April 5, 2024, and have a five-and-a-half year term.

Once exercisable, the

warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the

February 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors

(the “Purchasers”), pursuant to which the Company sold, in a private placement (the “Offering”), an aggregate

of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Preferred Stock”),

initially convertible into up to 5,631,404 shares of the Company’s common stock with a stated value of $ 1,000 per share (the “Stated

Value”), and warrants (the “Warrants”) to purchase up to an aggregate of 200 % of the shares of Common Stock into which

the shares of Preferred Stock are initially convertible, or 11,262,808 shares of Common Stock, for an offering price of $ 1,000 per share

of Preferred Stock and accompanying Warrants in two equal tranches, the second of which closed on April 8, 2025.

to the Purchase Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the “Initial

Closing”), 1,650 shares of Preferred Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying

Warrants, initially exercisable for up to 5,631,404 shares of Common Stock, for gross proceeds to the Company of $ 1.65 million.

4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the Preferred Stock and Warrants,

as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including Section 713 of the NYSE American Company

Guide, and issued and sold, in a second closing of the Offering (the “Second Closing”), an additional 1,650 shares of Preferred

Stock, initially convertible into up to 2,815,702 shares of Common Stock, and accompanying Warrants, initially exercisable for up to

5,631,404 shares of Common Stock, for gross proceeds to the Company of $ 1.65 million.

following is a summary of the principal terms of Preferred Stock:

The holders of the Preferred Stock (the “Series C Holders”) are entitled to vote with the holders of common stock, voting

together as a single class, on all matters presented to stockholders.

In any such vote, each share of the Preferred Stock is entitled

to a number of votes equal to the Stated Value divided by $ 0.6393 , subject to adjustment for reverse and forward stock splits, stock

dividends, stock combinations and other similar transactions of the common stock.

The Series C Holders are entitled to receive dividends on an as-converted basis, disregarding for such purpose any conversion limitations

stated below, to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid

on shares of the common stock.

No other dividends shall be paid on shares of the Preferred Stock.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Series C Holders are

entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment in full of all

amounts required to be distributed to the holders of another class or series of stock of the Company ranking on liquidation prior and

in preference to the Preferred Stock, (ii) ratably with any class or series of stock designated as ranking on liquidation on parity with

the Preferred Stock and (iii) in preference and priority to the holders of the shares of junior securities, an amount equal to one hundred

percent (100%) of the Stated Value receive.

If the Company’s assets are insufficient to pay in full such amounts, then the entire

assets to be distributed to the Series C Holders will be ratably distributed among the holders in accordance with the respective amounts

that would be payable on such shares if all amounts payable thereon were paid in full.

Each share of the Preferred Stock is convertible at any time at the option of the Series C Holder thereof, into that number

of shares of common stock, subject to the limitations described below, determined by dividing the Stated Value by the conversion price.

Series C Holder will not have the right to convert any portion of its preferred stock if the holder, together with its affiliates, would

beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately

after giving effect to such conversion.

A holder may increase or decrease the beneficial ownership limitation up to 9.99%, provided,

however, that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice of such change

to the Company.

The conversion price for the Preferred Stock is $ 0.586 , subject to anti-dilution adjustment.

and Similar Rights.

The Series C Holders have no preemptive or similar rights.

Redemption/Put

There are no redemption or sinking fund provisions applicable to the Preferred Stock.

All of the outstanding shares of the

Preferred Stock are fully paid and non-assessable.

following table summarizes the changes in Preferred Stock outstanding for the year ended December 31, 2025:

Schedule of Changes in Preferred Stock Outstanding

Outstanding at December 31, 2024

Converted to Common Stock

Outstanding at December 31, 2025

of December 31, 2025, the Company had outstanding warrants to purchase 10,516,543 shares of common stock, 200,001 shares at an exercise

price of $ 17.50 per share (the “2024 Warrants”) and 10,316,542 shares at an exercise price of $ 0.64 (the “2025 Warrants”).

2024 Warrants have an exercise price of $ 17.50 , were exercisable beginning October 2, 2024, and expire on the five-and-one-half year

anniversary of the date of issuance, or October 5, 2029.

2025 Warrants have an exercise price of $ 0.64 per share.

The 2025 Warrants purchased in the Initial Closing of the Private Placement

became exercisable on April 4, 2025, the effective date of the Shareholder Approval and will expire five years from the effective date

of the Shareholder Approval, or April 4, 2030.

The 2025 Warrants purchased in the Second Closing of the Private Placement were immediately

exercisable and will expire on April 8, 2030.

August 15, 2025, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) with certain holders (the “Exchanging

Holders”) of 2024 Warrants to purchase an aggregate of 466,666 shares of common stock.

Pursuant to the Exchange Agreements, on

August 15, 2025, the Company issued to the Exchanging Holders one share of common stock for each April Warrant, for an aggregate of 466,666

shares of common stock (the “Exchange Shares”), in exchange for the 2024 Warrants (the “Exchange”), in reliance

on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Following the consummation of the Exchange, the 2024 Warrants were cancelled, and no further shares are issuable pursuant to the 2024

The fair value of the 2024 Warrants immediately prior

to Exchange was $ 483 and the total fair value of common stock issued was $ 1,101 .

The Company determined that the excess of fair value

of the common stock issued over the fair value of the 2024 Warrants is not associated with anything other than the Exchange.

excess amount of $ 618 was recognized as a deemed dividend.

As the Company does not have retained earnings, the dividend will be recognized

through accumulated deficit.

For purposes of calculating earnings per share, the Company reduced the income available to common stockholders

exercisable, the warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until

expiration of the Warrants.

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

The exercise price and the number of warrant shares

purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of certain events, which may include

stock dividends, stock splits, combination and reclassifications of the Company capital stock or other similar changes to the equity

structure of the Company.

The exercise price and the number

of warrant shares purchasable upon the exercise of the warrants are subject to adjustment upon the occurrence of certain events,

which may include stock dividends, stock splits, combination and reclassifications of the Company capital stock or other similar

changes to the equity structure of the Company.

The warrants do not have a redemption feature.

They may be exercised on a cashless basis at the

holder’s option and are classified as equity instruments.

The warrants to purchase shares of common stock were valued on the

date of issuance using the Black-Scholes option pricing model with the following assumptions:

They may be exercised on a cashless

basis at the holder’s option and are classified as equity instruments.

The warrants to purchase shares of common stock were

valued on the date of issuance using the Black-Scholes option pricing model for the 2024 Warrants and the Monte Carlo Simulation

model for the 2025 Warrants with the following assumptions:

2024 Warrants

Schedule of Fair Value Measurement Inputs and Valuation Techniques

5 unchanged sentences

Expected term

0.5 to 5.5 years

2025 Warrants

Expected volatility

54.0 % - 58.0 %

Risk-free interest rate

3.84 % -4.39 %

Stock price on date of grant

Exercise price

Dividend yield

Expected term

summary of warrants outstanding as of December 31, 2025 and 2024 were as follows:

5 unchanged sentences

following table summarizes the changes in accumulated other comprehensive income/(loss) by components during the years ended December

31, 2024 and 2023:

of Components of Accumulated Other Comprehensive Income (Loss)

Net Unrealized Gains/(Losses) on Available-for-Sale Securities

Accumulated Other Comprehensive Income/(Loss)

Balance, December 31, 2022

Net unrealized gain on securities available-for-sale

Schedule of Components of Accumulated Other Comprehensive Income (Loss)

Gains/(Losses)

on Available-

Comprehensive

Income/(Loss)

Balance, December 31, 2023

Net unrealized gain on securities available-for-sale

unrealized gain on securities available-for-sale

Balance, December 31, 2024

components of accumulated other comprehensive income/(loss) are net of tax.

components of accumulated other comprehensive income/(loss) are net of tax and there was no activity during 2025.

16 – Stock-based Compensation

Company’s Amended and Restated 2013 Equity Compensation Plan (the “Plan”), which expired on May 7, 2024, provided for

the granting of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights.

There were no significant modifications to the Plan during the years ended December 31, 2024 and 2023.

The term of the Plan was for 10

The Company intends to adopt a new equity compensation plan at its next Annual Meeting, pending shareholder approval.

August 2, 2013, the Company’s Board adopted the 2013 Equity Compensation Plan (as amended to date, the “2013 Plan”)

pursuant to the terms described herein.

The 2013 Plan was approved by the stockholders on August 7, 2013.

Effective May 8, 2014, upon

the approval of the Company’s Board and its stockholders, the Company amended and restated the 2013 Plan, primarily to include

“evergreen” provisions, which provided that the number of shares of common stock available for issuance under the 2013 Plan

is subject to an automatic annual increase on January 1 of each year beginning in 2015;

to amend the definition of “fair market

and to increase the limits on awards under the Plan.

The 2013 Plan, which expired on May 7, 2024, provided for the granting

of incentive stock options, nonqualified stock options, restricted stock units, performance units, and stock purchase rights.

of December 31, 2025, there were 434,334 awards, including both restricted stock grants and option grants, issued and exercised under

the 2013 Plan and no remaining shares available for grant under the 2013 Plan.

April 30, 2025, the Company’s Board, subject to the approval of its stockholders, which was received on June 23, 2025, adopted

a new 2025 Equity Incentive Plan (the “2025 Plan”) to succeed the 2013 Plan.

The general purpose of the 2025 Plan is to provide

an incentive to its employees, directors, consultants and advisors by enabling them to share in the future growth of our business.

term of the 2025 Plan is 10 years.

of December 31, 2025, there were 116,500 options outstanding and 646,548 remaining shares available for grant under the 2025 Plan.

Company recognized stock-based compensation expense (options and restricted share grants) in the following expense categories of its

1 unchanged sentence

Schedule of Recognized Stock-Based Compensation

Year Ended December 31,

Ended December 31,

Research and Development

2 unchanged sentences

Schedule of Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average

Contractual Term

Exercise Price

Outstanding at January 1, 2024

4 unchanged sentences

Range of Exercise Prices

Number Outstanding

Weighted Average Exercise Price Per Share

Exercise Price

$ 0.59 - $ 12.35

2 unchanged sentences

$ 113.50 - $ 166.00

of December 31, 2024, the number of vested shares underlying outstanding options was 578,707

at a weighted average exercise price of $ 46.70 .

of December 31, 2025, the number of vested shares underlying outstanding options was 285,211 at a weighted average exercise price of

None of these outstanding options were in-the-money as of December 31, 2025, therefore they had no intrinsic value.

As of December

31, 2024, there was $ 1,674

of total unrecognized share-based compensation.

Such costs are expected to be recognized over a weighted average period of

approximately 2.1

31, 2025, there was $ 773 of total unrecognized share-based compensation.

Such costs are expected to be recognized over a weighted average

period of approximately 1.7 years.

outstanding options expire ten years from date of grant.

8 unchanged sentences

Schedule of Compensation Expense for Stock Options

91.2 % - 120.5 %

Risk-free interest rate

3.50 % - 4.69 %

Grant date fair value for options awarded during 2025

Dividend yield

5 unchanged sentences

expected stock price volatility assumption is based on the Company’s historical stock price volatility.

17 – Subsequent Events

February 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors

(the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”),

an aggregate of 3,300 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Preferred

Stock”), initially convertible into up to 5,631,404 shares of the Company’s common stock, par value $ 0.0001 per share (the

“Common Stock”), with a stated value of $ 1,000 per share (the “Stated Value”), and warrants (the “Warrants”)

to purchase up to an aggregate of 200 % of the shares of Common Stock into which the shares of Preferred Stock are initially convertible,

or 11,262,808 shares of Common Stock, for an offering price of $ 1,000 per share of Preferred Stock and accompanying Warrants.

Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

to the Purchase Agreement, on February 13, 2025, the Company issued and sold in an initial closing of the Offering (the

“Initial Closing”), 1,650

shares of Preferred Stock, initially convertible into up to 2,815,702

shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404

shares of Common Stock, for gross proceeds to the Company of $ 1.65

On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the

Preferred Stock and Warrants, as required by the rules and regulations of NYSE American LLC (the “ NYSE”), including

Section 713 of the NYSE American Company Guide, and issued and sold, in a second closing of the Offering (the “Second

Closing”), an additional 1,650

shares of Preferred Stock, initially convertible into up to 2,815,702

shares of Common Stock, and accompanying Warrants, initially exercisable for up to 5,631,404

shares of Common Stock, for gross proceeds to the Company of $ 1.65

Under the terms of the Securities Purchase Agreement, the Company is prohibited,

subject to certain exceptions, from issuing, entering into any agreement to issue, or announcing the issuance or proposed issuance of

any shares of common stock or common stock equivalents until November 2025.

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

What changed 10-K

Item 9A. Controls and Procedures