What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-10 · 216 added, 381 removed, 217 unchanged (73% of the section changed)

3 unchanged sentences

thousands, except for share data)

September 30,

March 31, 2026

December 31, 2025

Current assets:

5 unchanged sentences

Leasehold improvements and equipment – net

Assets held for sale - net

Operating lease right-of-use assets – net

17 unchanged sentences

Stockholders’ equity:

Series C Convertible preferred stock, stated value $ 1,000 per share, par value $ 0.001 per share, 10,000,000 shares authorized at September 30, 2025 and December 31, 2024;

3,155 and 0 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

Liquidation preference of $ 3,155,000 as of September 30, 2025.

Common stock par value $ 0.0001 per share, 500,000,000 and 250,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively;

5,901,091 and 5,086,985 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Series C Convertible preferred stock, stated value $ 1,000 per share, par value $ 0.0001 per share, 10,000,000 shares authorized at March 31, 2026 and December 31, 2025;

3,155 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Liquidation preference of $ 3,155,000 as of March 31, 2026.

Common stock par value $ 0.0001 per share, 500,000,000 shares authorized at March 31, 2026 and December 31, 2025;

6,406,191 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Additional paid-in capital

4 unchanged sentences

BioPharma Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations

thousands, except for share and per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Costs and Expenses:

4 unchanged sentences

Change in fair value of warrant liability

Gain on sale of assets, net

Other income/(expenses), net

Deemed dividend relating to warrant exchange

Net loss attributable to common shareholders

Other income/(expense), net

Net loss per share – basic and diluted

1 unchanged sentence

Basic and diluted

Other comprehensive gain, net of tax

Unrealized gain on securities available-for-sale

Other comprehensive gain, net of tax

Comprehensive loss

Net loss attributable to common shareholders

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

2 unchanged sentences

thousands, except for share data)

(loss)/Income

Preferred Stock

Comprehensive

Stockholders’

(loss)/Income

Convertible Preferred Stock Series

Total Stockholders’

Balance, December 31, 2025

1 unchanged sentence

Stock-based compensation

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, September 30, 2025

$ ( 208,875 )

Preferred Stock Series C

Comprehensive

Stockholders’

(loss)/Income

Balance, June 30, 2025

$ ( 206,725 )

Stock-based compensation

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, September 30, 2025

Balance, March 31, 2026

$ ( 212,708 )

(Loss)/Income

Comprehensive

Convertible Preferred Stock Series

Stockholders’

(Loss)/Income

Balance, December 31, 2024

$ ( 199,824 )

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

Balance, September 30, 2024

$ ( 199,824 )

Accumulated Other

Comprehensive

Stockholders’

(Loss)/Income

Balance, June 30, 2024

$ ( 187,116 )

Stock-based compensation

Issuance of common stock and warrants in public offering, net of stock issuance cost ($ 65 )

Issuance of common stock and warrants in public offering, net of stock issuance

Issuance of common stock in reverse stock split

Other comprehensive income

Balance, September 30, 2024

Issuance of preferred stock and warrants in public offering, net of stock issuance costs ($ 2 )

Balance, March 31, 2025

$ ( 201,480 )

3 unchanged sentences

Consolidated Statements of Cash Flow

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Gain on sale of assets

Stock based compensation expense

Change in operating lease right-of-use assets

Change in finance lease right-of-use assets

Amortization of bond premium

Amortization of operating lease right-of-use assets

Amortization of finance lease right-of-use assets

Change in fair value of warrant liability

6 unchanged sentences

Cash flows from investing activities:

Proceeds from sale of assets

Purchase of marketable debt securities

Proceeds from maturities of marketable debt securities

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Transaction costs paid pursuant to private placement

Net proceeds from exercise of warrants

Net proceeds from public offering of common stock and warrants

Payments of finance lease liability – principal

Net cash provided by financing activities

Net (decrease)/increase in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

1 unchanged sentence

Supplemental non-cash financing and investing activities:

Reclassification of warrants from liability to equity

Unrealized gain on marketable debt securities

Exchange of warrants for shares of common stock

Fair value at issuance of liability classified warrants

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

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

Through September 30, 2025,

the Company had an accumulated deficit of $ 208,875 .

The Company’s net loss for the nine months ended September 30, 2025 and 2024

was $ 8,433 and $ 15,818 , respectively.

Through March 31, 2026, the

Company had an accumulated deficit of $ 212,708 .

The Company’s net loss for the quarters ended March 31, 2026 and 2025 was $ 1,921

and $ 1,656 , 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.

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 September 30, 2025, the Company had cash and cash equivalents of $ 5,435 and restricted cash of $ 250 .

The Company does not believe

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

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 March 31, 2026, the Company had cash and cash equivalents of $ 2,398 and restricted cash of $ 250 .

The Company does not believe that

the cash and cash equivalents on hand are sufficient to fund planned operations for a period of at least twelve months from the filing date of

these financial statements.

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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.

with BTIG, LLC and securing other forms of additional financing.

The Company’s ability to sell shares under the Sales Agreement

is limited by the restrictions imposed by General Instruction I.B.6 to Form S-3, which limits the amount the Company can raise through

primary public offerings of securities in any twelve-month period using Form S-3 to an aggregate of one-third of its public float.

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,

There can be no assurance that a transaction involving MAT2203 will be consummated.

If a transaction is not completed and

the Company is not successful in raising additional capital to fund operations, the Board of Directors may decide to pursue a winddown,

dissolution or other liquidation process.

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

7 unchanged sentences

All intercompany transactions have been eliminated in consolidation.

than the policies listed below, there have been no material changes to the Company’s significant accounting policies are described

in Note 3 within the Company’s Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form

10-K for the year ended December 31, 2024.

August 2020, the FASB issued Accounting Standard Update No.

2020-06 – Debt:

Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments

and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation

models required under current GAAP.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for

the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas.

This ASU is effective

for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years.

The Company adopted

the ASU on January 1, 2025.

This update permits the use of either the modified retrospective or fully retrospective method of transition.

In November 2023, the FASB released ASU No.

2023-07 – Segment

Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which aims to improve the disclosures public entities

provide regarding significant segment expenses so that investors can “better understand an entity’s overall performance”

and assess “potential future cash flows”.

This update requires public companies to provide more transparency in both quarterly

and annual reports about the expenses they incur from revenue-generating business units.

The amendments improve reportable segment disclosure

requirements through enhanced disclosures about significant segment expenses.

The amendments introduce a new requirement to disclose significant

segment expenses regularly provided to the chief operating decision maker and extend certain annual disclosures to interim periods.

amendments in this update became effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years

beginning after December 15, 2024.

The Company does not judge an operating segment identified as reportable segment but has a consolidated

single reportable segment, therefore this update did not have a material impact on its condensed consolidated financial statements and

related disclosures.

have been no material changes to the Company’s significant accounting policies described in Note 3 within the Company’s Notes

to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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 condensed 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 condensed 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 condensed 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 9 - Stockholders’

Equity for a discussion on the Company’s warrants.

and geographic information

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

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 condensed consolidated statement of operations.

The significant assets and expenses regularly reviewed by the CODM

are consistent with those reported on the Company’s condensed consolidated balance sheet, and statement of operations.

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

Segment revenues and expenses are

identical to that disclosed in the accompanying condensed consolidated statements of operations.

4 – Cash, Cash Equivalents, Restricted Cash and Marketable Debt Securities

7 unchanged sentences

Restricted cash

at both September 30, 2025 and December 31, 2024 of $ 250 represents funds the Company is required to set aside as collateral, primarily

for one of the Company’s operating leases.

at March 31, 2026 and December 31, 2025 of $ 250 represents funds the Company is required to set aside as collateral, primarily for one

of the Company’s operating leases.

following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Balance

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flows as of September 30, 2025, December 31, 2024,

September 30, 2024 and December 31, 2023:

Schedule of Cash, Cash Equivalents

and Restricted Cash

September 30, 2025

December 31, 2024

September 30, 2024

December 31, 2023

Sheets to the total of the amounts in the Condensed Consolidated Statements of Cash Flow as of March 31, 2026, December 31, 2025, March

31, 2025 and December 31, 2024:

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents

1 unchanged sentence

Cash, cash equivalents and restricted cash in the statement of cash flows

Debt Securities

Company has historically classified its investments in marketable debt securities as available-for-sale and as a current asset.

Company’s investments in marketable debt securities were carried at fair value, with unrealized gains and losses included as a

separate component of stockholders’ equity.

Unrealized losses and gains were classified as other comprehensive (loss)/income

and costs were determined on a specific identification basis.

Realized gains and losses from our marketable debt securities were

recorded in other income, net.

The Company did not incur any realized gains and losses during the nine months ended September 30,

2025 and 2024.

For the nine months ended September 30, 2025 and 2024, the Company recorded unrealized gains of $ 0

respectively.

5 - Fair Value Measurements

15 unchanged sentences

possible as well as counterparty credit risk in its assessment of fair value.

carrying amounts of cash equivalents, current portion of restricted cash, prepaid expenses and other current assets, accounts

payable and accrued expenses approximate fair value due to the short-term nature of these instruments.

Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of either September 30,

2025 or December 31, 2024.

table below presents a summary of changes in fair value of the warrant liability that was measured at fair value on a recurring basis:

of Fair Value of Warrant Liability

Warrant Liability

Balance at January 31, 2025

Issuance of warrants reported at fair value

Change in fair value

Reclassification to equity

Balance at September 30, 2025

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 9).

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 condensed 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 now satisfy 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 nine months ended September 30, 2025 using the following

range of assumptions:

of Warrant Liability

Expected volatility

54.0 % - 61.0 %

Risk-free interest rate

3.77 % – 4.39 %

Stock price on valuation date

$ 0.52 - 0.94

Exercise price

Dividend yield

Expected term

4.8 - 5.0 years

carrying amounts of cash equivalents, current portion of restricted cash, prepaid expenses and other current assets, accounts payable,

current portion of lease liabilities and accrued expenses approximate fair value due to the short-term nature of these instruments.

Company did not have any financial assets or liabilities that were carried at fair value using the hierarchy as of March 31, 2026 and

December 31, 2025.

6 – Leasehold Improvements and Equipment

improvements and equipment, summarized by major category, consist of the following as of September 30, 2025 and December 31, 2024:

Schedule of Leasehold Improvements

and Equipment

September 30,

improvements and equipment, summarized by major category, consist of the following as of March 31, 2026 and December 31, 2025:

of Leasehold Improvements and Equipment

Leasehold improvements

1 unchanged sentence

Leasehold improvements and equipment, net

and amortization expense for the three and nine months ended September 30, 2025 was $ 2 and $ 29 , respectively.

Depreciation and

amortization expense for the three and nine months ended September 30, 2024 was $ 90 and $ 275 , respectively.

held for sale, net

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 nine months ended September 30, 2025, the Company sold $ 210 of the equipment, generating proceeds

of $ 320 and a gain of $ 110 .

As of September 30, 2025, the remaining $ 70 of equipment is classified as held for sale on the Company’s

balance sheet.

We expect the remaining equipment to be sold prior to December 31, 2025.

Company’s leasehold improvements were written down to salvage value at December 31, 2025.

As a result, no depreciation expense

was incurred for the three months ended March 31, 2026.

Depreciation and amortization expense for the three months ended March 31, 2025

7 – Accrued Expenses and Other Liabilities

expenses, summarized by major category, as of September 30, 2025 and December 31, 2024 consist of the following:

expenses, summarized by major category, as of March 31, 2026 and December 31, 2025 consist of the following:

Schedule of Accrued Expenses

September 30,

General and administrative expenses

5 unchanged sentences

remaining lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates, when readily determinable.

Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

The Company’s operating

leases do not provide implicit rates, therefore the Company utilized a discount rate based on its incremental borrowing rate to record

the lease obligations.

The Company’s operating leases do not provide implicit rates, therefore the Company utilized a discount rate based on its incremental

borrowing rate to record the lease obligations.

The Company’s finance leases provide readily determinable implicit rates.

lease obligations

Company incurred lease expense for its operating leases of $ 168 and $ 225 for the three months ended September 30, 2025 and 2025, respectively,

and $ 513 and $ 667 for the nine months ended September 30, 2025 and 2024, respectively.

The Company incurred amortization expense on its

operating lease right-of-use assets of $ 111 and $ 152 for the three months ended September 30, 2025 and 2024, respectively, and $ 329 and

$ 446 for the nine months ended September 30, 2025 and 2024, respectively.

Company incurred interest expense on its finance leases of $ 0 and $ 1 for the three months ended September 30, 2025 and 2024 and $ 0 and

$ 2 for the nine months ended September 30, 2025 and 2024, respectively.

The Company incurred amortization expense on its finance lease

right-of-use assets of $ 1 for the three months ended September 30, 2025 and 2024, and $ 3 and $ 4 for the nine months ended September 30,

December 15, 2016, the Company entered into a 10 -year, 3-month lease of laboratory and manufacturing space in Bridgewater, New Jersey.

The lease began in August 2017.

The monthly rent started at approximately $ 43 , increasing to approximately $ 64 in the final year.

obtain the lease, the Company provided an initial security deposit of $ 586 which was subsequently reduced and is currently $ 200 at December

During the second half of 2025 and through the first quarter of 2026, the Bridgewater lease was in dispute, and on April 7,

2026, the Bridgewater lease was terminated.

As satisfaction of the lease termination, the agreement included a termination payment of

$ 765 , which was satisfied with the $ 200 security deposit and a cash payment of $ 565 , see Note 11 – Subsequent Events.

Company incurred lease expense for its operating leases of $ 165 and $ 174 for the three months ended March 31, 2026 and 2025, respectively.

The Company incurred amortization expense on its operating lease right-of-use assets of $ 74 and $ 109 for the three months ended March

31, 2026 and 2025, respectively.

Company incurred interest expense on its finance leases of $ 0 for the three months ended March 31, 2026 and 2025.

The Company incurred

amortization expense on its finance lease right-of-use assets of $ 0 and $ 1 for the three months ended March 31, 2026 and 2025, respectively.

following table presents information about the amount and timing of liabilities arising from the Company’s operating leases and

finance leases as of September 30, 2025:

Schedule of Maturity of Operating

and Finance Leases Liabilities

finance leases as of March 31, 2026:

Schedule of Maturity of Operating and Finance Leases Liabilities

Maturity of Lease Liabilities

Operating Lease

Finance Lease

8 unchanged sentences

Maturity of Lease Liabilities

Operating Lease

Finance Lease

5 unchanged sentences

9 – Stockholders’ Equity

of September 30, 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 .

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

April 5, 2024, the Company closed a registered direct offering of 666,667 shares of its common stock and warrants to purchase up to an

aggregate of 666,667 additional shares of common stock, at a combined purchase price of $ 15.00 per share and accompanying warrant.

Company generated gross proceeds of $ 10,000 and net proceeds of $ 9,125 , after deducting underwriting discounts and commissions and other

offering expenses.

of March 31, 2026, in accordance with the Certificate of Incorporation, the Company is 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 .

At-The-Market

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BTIG may terminate the Sales Agreement in certain limited circumstances.

did no t sell any shares under the Sales Agreement during the nine months ended September 30, 2025.

During the nine months ended September

30, 2024, the Company sold 4,366 shares of its common stock generating net proceeds of $ 54 .

As of September 30, 2025, the Sales Agreement’s

available capacity is $ 44,191 .

of the filing of this Form 10-Q, the Company is subject to the General Instruction I.B.6 to Form S-3, known as the “baby shelf

rules,” which limit the number of securities it can sell under the Sales Agreement and its registration statement on Form S-3.

did not sell any shares under the Sales Agreement during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Sales

Agreement’s available capacity is $ 44,191 .

However, such capacity is limited by the restrictions imposed by General Instruction

I.B.6 to Form S-3, which limits the amount the Company can raise through primary public offerings of securities in any twelve-month period

using Form S-3 to an aggregate of one-third of its public float.

February 13, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors

2 unchanged sentences

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.

Value”), and warrants (the “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 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

1 unchanged sentence

2025 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 table summarizes the changes in Preferred Stock outstanding for the nine months ended September 30, 2025:

of Changes in Preferred Stock Outstanding

On April 4, 2025, the Company obtained shareholder approval (“Shareholder Approval”) for the issuance of the Preferred Stock

and 2025 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 2025 Warrants, initially

exercisable for up to 5,631,404 shares of common stock, for gross proceeds to the Company of $ 1.65 million.

following table summarizes the changes in Preferred Stock outstanding for the quarter ended March 31, 2026:

Schedule of Changes in Preferred Stock Outstanding

Outstanding at December 31, 2025

Converted to Common Stock

Outstanding at September 30, 2025

April 5, 2024, the Company issued warrants to purchase 666,667 shares of the Company’s common stock at an exercise price of $ 17.50

February 13, 2025, the Company issued the Warrants to purchase 5,631,404 shares of the Company’s common stock in the Initial Closing.

Warrants to purchase an additional 5,631,404 shares of the Company’s common stock were issued on April 8, 2025, in the Second Closing.

The exercise price is $ 0.64 per share, subject to adjustment in accordance with the terms of the Warrant Agreement.

The Warrants expire

on April 4, 2030 .

The Warrants include anti-dilution protection provisions.

The Company determined that the Warrants did not satisfy

the conditions to be accounted for as equity instruments as the Warrants were not considered indexed to the Company’s own stock

and were classified as a liability upon issuance.

The Warrants were recorded at fair value with changes in fair value recognized in the

Company’s condensed consolidated statements of operations and comprehensive loss.

The valuation of the Warrants was considered

under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that were both significant to the fair

value measurement and unobservable (see Note 5).

On 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.

As a result of the amendment, the

Company determined that the Warrants satisfy the conditions to be accounted for as equity instruments and the fair value of the Warrants

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.

August 15, 2025, the Company entered into Warrant Exchange Agreements (the “Exchange Agreements”) with the holders (the “Holders”)

of common stock purchase warrants exercisable for an aggregate of up to 466,666 shares of the Company’s common stock originally

issued on April 5, 2024 and having a current exercise price of $ 17.50 (the “2024 Warrants”).

Pursuant to the Exchange Agreements,

on August 15, 2025, the Company issued to the Holders one share of common stock for each 2024 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

fair value of the 2024 Warrants immediately prior to Exchange was $ 483 and the total fair value of common stock issued was $ 1,101 .

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.

Thus, the excess amount of $ 618 was recognized as a deemed dividend.

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 by $ 618 .

following table summarizes the changes in warrants outstanding for the nine months ended September 30, 2025:

Schedule of Shareholder Equity

Warrants Outstanding

Outstanding at March 31, 2026

of March 31, 2026, 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, the Company 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 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

Following the consummation of the Exchange, the 2024 Warrants held by the Exchanging Holders were cancelled.

summary of warrants outstanding as of March 31, 2026 and December 31, 2025 were as follows:

Schedule of Shareholder Equity Warrants Outstanding

Outstanding at December 31, 2024

Outstanding at September 30, 2025

following table summarizes the changes in warrants outstanding for the nine months ended September 30, 2024:

Outstanding at December 31, 2025

Outstanding at September 30, 2024

Loss Per Share

following table sets forth the computation of basic and dilutive net loss per share:

of Computation of Basic and Dilutive Net Loss Per Share

Three Months Ended

September 30,

Nine Months Ended

September 30,

Net loss attributable to common stockholders

Adjustment for deemed dividend (*)

Adjusted net loss used for basic and diluted calculation

Weighted-average common shares, basic and diluted

Net loss per common share:

Basic and diluted

(*) Deemed 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.

Outstanding at March 31, 2026

and diluted net loss per common share

Company had two classes of stock outstanding during the nine months ended September 30, 2025, common stock and preferred stock, and had

only common stock outstanding during the nine months ended September 30, 2024.

The Company computes net loss per share using the two-class

method, as the Preferred Stock participates in distributions with the Company’s common stock.

The two-class method of computing

net loss per share is an earnings allocation formula that determines net loss for common stock and any participating securities according

to dividends declared and participation rights in undistributed earnings.

the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net income attributable

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

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

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 securities.

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 using the more dilutive of (1) the two-class method or (2) the if-converted method.

the three and nine months ended September 30, 2025 and 2024, diluted loss per common share is the same as basic loss per common share

because, as the Company incurred a net loss during each period presented, the potentially dilutive securities from the assumed exercise

of all outstanding stock options, warrants and preferred stock, would have an anti-dilutive effect.

The following outstanding shares

of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have

been anti-dilutive as of September 30, 2025 and 2024:

Schedule of Anti-dilutive Securities

Excluded from Computation of Earning Per Share

As of September 30,

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 following outstanding shares of potentially dilutive

securities were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive as of

March 31, 2026 and 2025:

of Potentially Dilutive

Securities Excluded from Computation Of Diluted Net Loss Per Share

As of March 31,

Stock options

1 unchanged sentence

10 – Stock-based Compensation

Company’s Amended and Restated 2013 Equity Compensation 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

The term of the 2013 Plan was for 10 years .

of September 30, 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 of directors (the “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.

of September 30, 2025, there were 116,500 option grant awards issued and outstanding under the 2025 Plan and 646,548 awards available

for grant under the 2025 Plan.

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 March 31, 2026, there were 413,583 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.

The 2025 Plan includes an “evergreen” provisions, which provides that the number of shares of common

stock available for issuance under the 2025 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2026.

Therefore, an additional 256,248 shares were

automatically made available for issuance on the first trading day of 2026, which represented 4.0 % of the number of shares outstanding

on December 31, 2025.

As of the date of this filing, these shares have not been registered.

of March 31, 2026, there were 116,500 options outstanding and 902,796 remaining shares available for grant under the 2025 Plan.

Company recognized stock-based compensation expense (options and restricted share grants) in its condensed consolidated statements of

1 unchanged sentence

Schedule of Recognized Stock-Based Compensation

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Research and Development

General and Administrative

of September 30, 2025, total compensation costs related to unvested awards not yet recognized was $ 990 and the weighted-average

periods over which the awards are expected to be recognized was 1.7 years.

following table summarizes the activity for Company’ stock options for the nine months ended September 30, 2025:

of March 31, 2026, total compensation costs related to unvested awards not yet recognized was $ 499 and the weighted-average periods over

which the awards are expected to be recognized was 1.5 years.

following table summarizes the activity for Company’ stock options for the three months ended March 31, 2026:

Schedule of Stock Option Activity

1 unchanged sentence

Outstanding at December 31, 2025

Outstanding at September 30, 2025

Outstanding at March 31, 2026

11 – Subsequent Events

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 sought (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 sought a declaration that there was no lockout, or that the lockout

was justified, and therefore the lease remains in effect.

Landlord also sought damages for the Company’s alleged failure to pay

approximately $ 205 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 matter was resolved by way of Termination of Lease and

Release Agreement (“Settlement Agreement”) effective April 7, 2026, pursuant to which the Company made a termination payment

of $ 765 (which was satisfied with the $ 200 security deposit and a cash payment of $ 565 ) in return for discontinuation of

the action, termination of the lease, and an exchange of mutual general releases.

The Company exited the Bridgewater premises on April

29, 2026 pursuant to the terms of the Settlement Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements