ENDRA Life Sciences Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. 48 I tem 8. Financial Statements and Supplementary Data. Index to Financial Statements ENDRA Life Sciences Inc. December 31, 2025 Page Report of Independent Registered Public Accounting Firm - (Firm ID 587 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024 F-8 F- 1 RBSM LLP Houston Office: 7915 FM 1960 West, Ste. 220 Houston, Texas 77070 www.rbsmllp.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of ENDRA Life Sciences Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ENDRA Life Sciences Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. The Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the accompanying consolidated financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 2 Crypto Assets Held Critical Audit Matter Description Crypto assets are generally accessible only by the possessor of the unique private key relating to the digital wallet or node in which the crypto assets are held. Accordingly, private keys must be safeguarded and secured in order to prevent an unauthorized party from accessing the crypto assets within a digital wallet. The Company primarily holds crypto assets for its own use in wallets. The loss, theft, or otherwise compromise of access to the private keys required to access the crypto assets could adversely affect the Company’s ability to access the crypto assets within its environment. This could result in loss of crypto assets held. We identified crypto assets held as a critical audit matter due to the nature and extent of audit effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence and rights & obligations of crypto assets in the wallet. The nature and extent of audit effort required to address the matter includes significant involvement of more experienced engagement team members related to the matter.  How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to crypto assets held in wallet included the following, among others: 1. We noted the controls within the Company’s private key management process including controls related to physical access, key generation, and segregation of duties across the processes. 2. We tested the effectiveness of management’s reconciliation control of internal books and records to external blockchains. 3. We independently obtained evidence from public blockchains to test the existence of crypto asset balances. 4. We obtained confirmation from Custodian confirming the number of tokens held in the wallet as on the reporting date. 5. We obtained evidence that management has control of the private keys required to access crypto assets held through observing the wallets signed in using selected private keys or through observing the movement of selected crypto asset transactions. 6. We evaluated the reliability of audit evidence obtained from public blockchain We applied auditor judgment in determining the nature and extent of audit evidence required, especially related to assessing the existence of the digital assets and whether the Company controls the digital assets. We evaluated the sufficiency and appropriateness of audit evidence obtained by assessing the results of procedures performed over the digital assets. /s/ RBSM LLP We have served as the Company’s auditor since 2015. RBSM LLP Houston, Texas March 31, 2026 PCAOB ID Number 587 F- 3 ENDRA Life Sciences Inc. Consolidated Balance Sheets December 31, December 31, 2025 2024 Assets Current Assets Cash $ 762,365 $ 3,229,480 Prepaid expenses 205,604 204,185 Total Current Assets 967,969 3,433,665 Non-Current Assets Fixed assets, net 42,516 69,281 Right of use assets 461,949 578,013 Prepaid expenses, long term 365,417 365,417 Digital Assets 2,009,960 - Other assets 5,986 5,986 Total Assets $ 3,853,797 $ 4,452,362 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued liabilities $ 621,578 $ 508,293 Lease liabilities, current portion 129,378 96,937 Total Current Liabilities 750,956 605,230 Long Term Debt Lease liabilities 362,974 487,482 Warrant Liability 479,747 799,284 Total Long Term Debt 842,721 1,286,766 Total Liabilities 1,593,677 1,891,996 Commitments and Contingencies - - Stockholders’ Equity Series A Convertible Preferred Stock, $ 0.0001 par value; 10,000 shares authorized; 17.488 and 17.488 shares issued and outstanding, respectively - - Series B Convertible Preferred Stock, $ 0.0001 par value; 1,000 shares authorized; no shares issued and outstanding - - Series C Preferred Stock, $ 0.0001 par value; 100,000 shares authorized; no shares issued and outstanding - - Common stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 1,176,477 and 536,908 shares issued and outstanding, respectively 116 53 Additional paid in capital 112,725,513 105,998,412 Stock payable - - Accumulated deficit ( 110,465,509 ) ( 103,438,099 ) Total Stockholders’ Equity 2,260,120 2,560,366 Total Liabilities and Stockholders’ Equity $ 3,853,797 $ 4,452,362 The accompanying notes are an integral part of these consolidated financial statements. F- 4 ENDRA Life Sciences Inc. Consolidated Statements of Operations Year Ended Year Ended December 31, December 31, 2025 2024 Operating Expenses Research and development $ 1,849,996 $ 3,190,293 Sales and marketing 189,470 571,040 General and administrative 3,723,635 7,055,814 Total operating expenses 5,763,101 10,817,147 Operating loss ( 5,763,101 ) ( 10,817,147 ) Other (expenses) income Other income 71,224 108,484 Digital asset staking compensation 5,121 - Change in fair value of digital assets ( 995,161 ) - Warrant expense ( 665,030 ) ( 7,323,685 ) Changes in fair value of warrant liability 319,537 3,447,737 Gain on settlement of warrant exercise - 3,076,664 Total other expenses ( 1,264,309 ) ( 690,800 ) Loss from operations before income taxes ( 7,027,410 ) ( 11,507,947 ) Provision for income taxes - - Net Loss $ ( 7,027,410 ) $ ( 11,507,947 ) Net loss per share – basic and diluted $ ( 8.93 ) $ ( 56.94 ) Weighted average common shares – basic and diluted 787,020 202,106 The accompanying notes are an integral part of these consolidated financial statements. F- 5 ENDRA Life Sciences Inc. Consolidated Statements of Stockholders’ Equity Series A Convertible Series B Convertible Additional Total Preferred Stock Preferred Stock Common stock Paid in Stock Accumulated Stockholders’ Year Ended December 31, 2023 Shares Amount Shares Amount Shares Amount Capital Payable Deficit Equity Balance as of December 31, 2023 141.397 $ 1 - $ - 5,937 $ 1 $ 97,583,906 $ 5,233 $ ( 91,930,152 ) $ 5,658,989 Preferred Stock conversion To Common Stock ( 123.909 ) ( 1 ) - - 5 - 1 - - - Common Stock issued for Cash - - - - 3,671 - 1,148,470 - - 1,148,470 Common Stock issued for Warrant Exercise - - - - 520,922 52 5,368,312 - - 5,368,364 Common Stock issued for Cashless Warrant Exercise - - - 6,327 - 1,320,567 - - 1,320,567 Fair value of vested Common Stock - - - - 46 - 80,000 - - 80,000 Fair value of vested Stock Options - - - - - - 491,924 - - 491,924 Stock Payable Towards preference Dividend - - - - - - 5,233 ( 5,233 ) - - Net loss - - - - - - - - ( 11,507,947 ) ( 11,507,947 ) Balance as of December 31, 2024 17.488 $ - - $ - 536,908 $ 53 $ 105,998,412 $ - $ ( 103,438,099 ) $ 2,560,366 Series A Convertible Series B Convertible Additional Total Preferred Stock Preferred Stock Common stock Paid in Stock Accumulated Stockholders’ Year Ended December 31, 2025 Shares Amount Shares Amount Shares Amount Capital Payable Deficit Equity Balance as of December 31, 2024 17.488 $ - - $ - 536,908 $ 53 $ 105,998,412 $ - $ ( 103,438,099 ) $ 2,560,366 Common stock issued for cash - - - - 260,030 26 1,218,218 - - 1,218,244 Common stock issued for fundraising - - - - 379,539 37 4,514,444 - - 4,514,481 Fair value of vested advisory warrant - - - - - - 665,030 - - 665,030 Fair value of vested stock options - - - - - - 143,122 - - 143,122 Fair value of vested restricted stock units - - - - - - 186,287 - - 186,287 Net loss - - - - - - - - ( 7,027,410 ) ( 7,027,410 ) Balance as of December 31, 2025 17.488 $ - - $ - 1,176,477 $ 116 $ 112,725,513 $ - $ ( 110,465,509 ) $ 2,260,120 The accompanying notes are an integral part of these consolidated financial statements. F- 6 ENDRA Life Sciences Inc. Consolidated Statements of Cash Flows Year Ended Year Ended December 31, December 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 7,027,410 ) $ ( 11,507,947 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 44,045 46,489 Fixed assets write off - 8,808 Inventory reserve - 2,387,134 Stock compensation expense 329,409 571,924 Amortization of right of use assets 113,249 159,683 Fair value of vested advisory warrant 665,030 - Digital asset staking compensation ( 5,121 ) - Changes in fair value of digital assets 995,161 - Warrant Expense - 7,323,685 Changes in fair value of warrant liability ( 319,537 ) ( 3,447,737 ) Gain or Loss on Settlement of warrant exercise - ( 3,076,664 ) Changes in operating assets and liabilities: Decrease/(increase) in prepaid expenses ( 1,419 ) 255,913 Decrease in inventory - 235,731 Increase/(decrease) in accounts payable and accrued liabilities 113,287 ( 198,867 ) Decrease in lease liability ( 89,252 ) ( 158,698 ) Net cash used in operating activities ( 5,182,558 ) ( 7,400,547 ) Cash Flows from Investing Activities Purchases of fixed assets ( 17,280 ) ( 16,000 ) Proceeds from sale of fixed assets - 3,204 Purchase of Digital Intangible Assets ( 3,000,000 ) - Net cash used in investing activities ( 3,017,280 ) ( 12,796 ) Cash Flows from Financing Activities Proceeds from fundraising activities 4,514,482 1,148,470 Proceeds from issuance of common stock for cash 1,218,241 5,368,364 Proceeds from issuance of common stock for cashless warrant exercise - - 1,320,567 Repayment of loan - ( 28,484 ) Net cash provided by financing activities 5,732,723 7,808,917 Net increase (decrease) in cash ( 2,467,115 ) 395,573 Cash, beginning of period 3,229,480 2,833,907 Cash, end of period $ 762,365 $ 3,229,480 Supplemental disclosures of cash items Interest paid $ 55,848 $ 31,910 Income tax paid $ - $ - Supplemental disclosures of non-cash items Stock dividend payable $ - $ ( 5,233 ) Right of use asset $ 461,949 $ 578,013 Lease liability $ 492,352 $ 584,419 Cashless warrants $ - $ 3,076,664 The accompanying notes are an integral part of these consolidated financial statements. F- 7 ENDRA Life Sciences Inc. Notes to Consolidated Financial Statements For the years ended December 31, 2025 and 2024 Note 1 - Nature of the Business ENDRA Life Sciences Inc. (“ENDRA” or the “Company”) is designing a medical device for accurate liver fat measurement for use in metabolic disease detection and management and GLP-1 drug eligibility and management in circumstances where other technologies are unavailable or impractical. In 2025, the Company expanded its business strategy to include a Digital Asset Treasury (“DAT”) initiative, managed in collaboration with Arca Investment Management (“Arca”), which seeks to optimize capital preservation and generate non-dilutive returns through investments in decentralized finance (“DeFi”) assets. This financial strategy operates in tandem with the Company’s core medical technology mission: the commercialization of the TAEUS platform via a recurring subscription model, with a specific focus on the burgeoning GLP-1 and metabolic disease markets. ENDRA was incorporated on July 18, 2007 as a Delaware corporation. Note 2 - Summary of Significant Accounting Policies and Going Concern Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including inventory reserve, deferred income tax assets, accrued expenses, fair value of equity instruments, fair value of warrant liability and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Principles of Consolidation The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit, and other highly liquid investments with maturities of one year or less, when purchased, to be cash. Cash equivalents include investments in an institutional money market fund, which invests in U.S. Treasury bills, notes and bonds, and/or repurchase agreements, backed by such obligations. Carrying value approximates fair value. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. The Company maintains cash deposits at multiple banks to mitigate the risk associated with a failure of any specific bank. Inventory The Company’s inventory is stated at the lower of cost or estimated net realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out method. The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory. In 2024, The Company determined that it needed to redesign its system so that it requires less space, is simpler to use and is more cost effective. Based on this, the Company performed a thorough assessment of the valuation of inventory as of December 31, 2024 and reserved 100 % of the inventory. This reserve totaled $ 2,525,179 as of December 31, 2024. Our reserve was 5 % of inventory, or $ 138,045 as of December 31, 2023. F- 8 Capitalization of Fixed Assets The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. Leases Accounting Standards Update (“ASU”) No. 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. At December 31, 2025 and 2024 the Company recorded a right of use asset of $ 461,949 and $ 578,013 , respectively. At December 31, 2025 and 2024 the Company recorded a lease liability of $ 492,352 and $ 584,419 , respectively. Digital Assets The Company maintains a digital asset treasury strategy (“DAT Strategy”) under which it may acquire, hold, and deploy certain digital assets as part of its treasury and capital management activities. The Company’s digital assets consist primarily of [Bitcoin/Ethereum/other], which are recorded on the consolidated balance sheets as “Digital assets.” Measurement of Digital Assets Digital assets are accounted for as indefinite-lived intangible assets and, effective January 1, 2025, are measured at fair value in accordance with ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets . The Company determines the fair value of its digital assets based on quoted market prices in active markets (Level 1 inputs) as of the reporting date. Changes in the fair value of digital assets are recognized in the consolidated statements of operations within “Change in fair value of digital assets.” Realized gains and losses from the sale of digital assets are also recorded within this line item. Transaction costs associated with the acquisition or disposition of digital assets are expensed as incurred within operating expenses. Digital Asset Staking The Company may participate in staking activities whereby it validates transactions on blockchain networks and earns rewards in the form of additional digital assets. Digital asset staking rewards are recognized as revenue within “Digital asset staking compensation” in the consolidated statements of operations when the Company has (i) performed the required validation services, (ii) earned the right to receive the rewards, and (iii) the amount can be reasonably estimated. Staking rewards are measured at the fair value of the digital assets received at the time they are earned. Digital assets received from staking activities are initially recorded at fair value and subsequently included in the Company’s digital asset holdings, where they are remeasured at fair value at each reporting period. Custody and Safeguarding The Company utilizes third-party custodians to safeguard its digital assets. The Company recognizes digital assets on its balance sheet when it has control over the assets, including when assets are held by a custodian on the Company’s behalf. Presentation Digital assets are classified as noncurrent assets on the consolidated balance sheets unless management intends to sell them within one year. Changes in fair value and staking compensation are presented separately within operating income (loss), unless otherwise required by the nature of the Company’s operations. F- 9 Revenue Recognition ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASC Topic 606”) provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principle of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. Research and Development Costs The Company follows FASB Accounting Standards Codification (“ASC”) Subtopic 730-10, “Research and Development”. Research and development costs are charged to the statement of operations as incurred. During the years ended December 31, 2025 and 2024, the Company incurred $ 1,849,996 and $ 3,190,293 of expenses related to research and development costs, respectively. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC Subtopic 260-10, “Earnings Per Share”. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. There were 2,626,254 and 180,986 potentially dilutive shares, which include outstanding common stock options, and warrants, as of December 31, 2025 and 2024, respectively. December 31, December 31, 2025 2024 Options to purchase common stock 236 278 Warrants to purchase common stock 2,478,848 180,707 Shares issuable upon conversion of Series A Convertible Preferred Stock 1 1 Restricted Stock Units 147,169 - Potential equivalent shares excluded 2,626,254 180,986 Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. F- 10 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of options and warrants is estimated using the Black-Scholes option pricing model or other appropriate valuation techniques. Key assumptions include expected volatility, risk-free interest rate, expected term, and dividend yield. These inputs are based on observable market data where available (Level 2) or, when necessary, management’s estimates (Level 3). Fair value measurements are reassessed at each reporting date, and any changes are reflected in the financial statements. Share-based Compensation The Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) permits the grant of stock options and other share-based awards to its employees, consultants and non-employee members of the board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2025, the pool of shares issuable under the Omnibus Plan automatically increased by 178,033 . In addition, on December 9, 2025, the stockholders of ENDRA Life Sciences Inc. (the “Company”) approved the Second Amendment to the Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan Amendment”) at the 2025 Annual Meeting of the Company’s Stockholders (the “Annual Meeting”). That Amendment increased the pool of shares available for issuance by 3,200,000 shares of common stock. Due to these increases, the pool of shares issuable under the Omnibus Plan shares increased from from 1,738 shares to 3,379,771 shares as of December 31, 2025. As of December 31, 2024, prior to such increase, there were 1,441 shares of common stock remaining available for issuance under the Omnibus Plan. The Company records share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model, and the resulting charge is expensed using the straight-line attribution method over the vesting period. Stock compensation expense recognized during the period is based on the value of share-based awards that were expected to vest during the period adjusted for estimated forfeitures. The estimated fair value of grants of stock options and warrants to non-employees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under the stock incentive plan as described above. Accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has limited historical experience with forfeitures and were based on management’s estimates. F- 11 Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a cumulative net loss from inception to December 31, 2025 of $ 110,465,509 . The Company had working capital of $ 217,013 as of December 31, 2025. The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements for the year ended December 31, 2025 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of, or eliminate one or more of the Company’s research and development activities or commercialization efforts or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements The Company considered recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements. Note 3 - Inventory As of December 31, 2025 and 2024, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods. As of December 31, 2025 and 2024, the Company had no orders pending for the sale of a TAEUS system. As of December 31, 2025 and 2024, the Company had recorded inventory reserves totaling $ 0 and $ 2,525,179 , respectively. As of December 31, 2025 and 2024, the Company had inventory valued at $ 0 and $ 0 , respectively. Note 4 - Fixed Assets As of December 31, 2025 and 2024, fixed assets consisted of the following: December 31, December 31, 2025 2024 Property, leasehold and capitalized software $ 597,235 $ 579,954 TAEUS development and testing 125,151 125,151 Accumulated depreciation ( 679,870 ) ( 635,824 ) Fixed assets, net $ 42,516 $ 69,281 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 44,045 and $ 46,489 , respectively. Note 5 - Accounts Payable and Accrued Liabilities As of December 31, 2025 and 2024, current liabilities consisted of the following: December 31, December 31, 2025 2024 Accounts payable $ 382,970 $ 269,683 Accrued payroll 70,971 63,140 Accrued employee benefits 5,750 5,750 Insurance premium financing and other accruals 161,887 169,720 Total $ 621,578 $ 508,293 F- 12 Note 6 - Bank Loans Toronto-Dominion Bank Loan On April 27, 2020, the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account, in the principal aggregate amount of CAD 40,000 , due and payable upon the expiration of the initial term on December 31, 2022, which was later extended to December 31, 2023. This note bears interest on the unpaid balance at the rate of zero percent ( 0 %) per annum during the initial term. Under this note no interest payments are due until January 1, 2024. Under the conditions of the loan, twenty-five percent (25%) of the loan will be forgiven if seventy-five percent (75%) is repaid prior to the initial term date. As of December 31, 2023, the loan had a balance of CAD 40,000 . The loan was fully repaid in 2024. Note 7 - Capital Stock Reverse Stock Splits On August 16, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, which effectuated as of August 20, 2024 at 12:01 a.m. Eastern Time a reverse split of the Company’s common stock by a ratio of one-for-50 (the “August 2024 Reverse Stock Split”). On November 4, 2024, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, which effectuated as of November 7, 2024 at 12:01 a.m. Eastern Time a reverse split of the Company’s common stock by a ratio of one-for-35 (the “November 2024 Reverse Stock Split”). All per share amounts (including exercise prices) and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect both the August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split. The August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split resulted in a proportionate adjustment to the per share conversion or exercise price and the number of shares of common stock issuable upon the conversion or exercise of outstanding preferred stock, stock options and warrants, as well as the number of shares of common stock eligible for issuance under the Omnibus Plan. Capital Stock At December 31, 2025, the authorized capital of the Company consisted of 1,010,000,000 shares of capital stock, comprised of 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share, and 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share. The Company has designated 10,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 1,000 shares of its preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”), 100,000 shares of its preferred stock as Series C Preferred Stock, and the remainder of the 9,889,000 preferred shares remain authorized but undesignated. As of December 31, 2025, there were 1,176,477 shares of common stock (which excludes both the 69 unvested shares of restricted stock described in Note 8 below, the 1 share of common stock into which the outstanding shares of Series A Preferred Stock are convertible and does include 12,857 shares of common stock due to exercise of warrants and 6 shares issued but held in treasury), 17.488 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding, and a stock payable balance of $ 0 . F- 13 During the year ended December 31, 2025, the Company issued a total of 639,569 shares of its common stock, as follows: Private Placement offering (described below): ● 379,539 shares of its common stock (along with 364,801 Prefunded Warrants and 1,488,680 Warrants) in return for aggregate net proceeds of $ 4,514,482 ; Other issuances: ● 249,994 shares of its common stock in return for aggregate net proceeds of $ 1,152,682 under the February 2024 ATM Agreement ● 10,036 shares of its common stock in return for aggregate net proceeds of $ 65,559 under the February 2024 ATM Agreement During the year ended December 31, 2024, the Company issued a total of 530,971 shares of its common stock, as follows: Private placement (described below): ● 3,490 shares of its common stock in return for aggregate net proceeds of $ 728,503 under the Placement Agreement; ● 31,666 shares of its common stock upon exercise of pre-funded warrants for aggregate net proceeds of $ 6,609,831 under the Placement Agreement (includes net proceeds from sale and exercise of pre-funded warrants); Other issuances: ● 68 shares of its common stock upon warrant exercises for aggregate net proceeds of $ 77,419 ; ● 181 shares of its common stock in return for aggregate net proceeds of $ 419,967 under the June 2021 ATM Agreement; ● 5 shares of its common stock upon conversion of 123.909 shares of its Series A Preferred Stock; ● 46 shares of the previously issued restricted common stock vested (which were issued for services and valued at $ 80,000 ); and ● 39 shares of common stock issued as beneficial round up shares as a result of our reverse stock splits. Series B warrant exercises: ● 495,476 shares of its common stock upon cashless exercises of Series B Warrants. F- 14 Recent Offerings On October 15, 2025, the Company closed a private placement offering (the “Private Placement”) of an aggregate of 744,340 shares of its common stock, or prefunded warrants in lieu thereof, and warrants to purchase an aggregate of up to 1,488,680 shares of common sock at a per share exercise price of $ 6.32 (or $ 6.81 in respect of warrants purchased by a member of the Company’s board of directors), for net proceeds of $ 4,514,482 . On June 4, 2024, the Company entered into a placement agency agreement (the “Placement Agreement”) with Craig-Hallum Capital Group LLC (the “Placement Agent”) pursuant to which the Placement Agent served, on a best efforts basis, in connection with the issuance and sale (the “Offering”) of 3,490 shares of common stock and 31,674 pre-funded warrants to purchase up to an aggregate of 31,666 shares of common stock (the “pre-funded warrants”), together with Series A warrants to purchase up to an aggregate of 178,255 shares of common stock (the “Series A Warrants”) and Series B warrants to purchase up to an aggregate of 178,255 shares of common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Series Warrants”). The common stock, pre-funded warrants and Series Warrants were sold in a fixed combination, with each share of common stock or pre-funded warrant accompanied by a Series A Warrant to purchase one share of common stock and a Series B Warrant to purchase one share of common stock. In connection with the Offering, the Company also issued to the Placement Agent warrants (“Placement Agent Warrants”) to purchase up to 1,758 shares of common stock. The Offering closed on June 5, 2024. The purchase price of each share of common stock and accompanying Series Warrants was $ 227.50 and the purchase price of each pre-funded warrant and accompanying common warrants was $ 227.325 . The Company received net proceeds from the Offering, after deducting offering expenses payable by the Company, of $ 7,338,333 . The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-278842), declared effective by the SEC on June 4, 2024. The Series Warrants were first exercised in connection with effectiveness of the amendment to the Company’s certificate of incorporation filed for the August 2024 Reverse Stock Split (the “Initial Exercise Date”). Each Series A Warrant will expire five years from the Initial Exercise Date. Each Series B Warrant will expire two and one-half years from the Initial Exercise Date. In addition, the Series Warrants include a provision that resets their respective exercise prices in the event of a reverse split of the Company’s common stock to a price equal to the lesser of (i) the then current exercise price and (ii) lowest volume weighted average price (“VWAP”) during the period commencing five trading days immediately preceding and the five trading days commencing on the date the Company effects a reverse stock split, (such lower price, the “Floor Price”), provided that such Floor Price shall not be lower than $ 0.0434 (subject to adjustment for reverse and forward splits, recapitalizations and similar transactions), with a proportionate adjustment to the number of shares underlying the Series Warrants. The effect of the Company’s August 2024 and November 2024 reverse splits are that the number of shares underlying the Series A Warrants and Series B Warrants totaled 178,255 each. Subject to certain exceptions, the Series A Warrants provide for an adjustment to the exercise price and number of shares underlying the Series A Warrants upon the Company’s issuance of Common Stock or Common Stock equivalents at a price per share that is less than the exercise price of the Series A Warrants, provided that such adjusted price shall be no less than $ 75.95 . Under the alternate cashless exercise option of the Series B Warrants, the holder of a Series B Warrant has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant using $ 1.75 as the exercise price for that purpose and (y) 3.0. F- 15 A holder does not have the right to exercise any portion of the Series A Warrants or Series B Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A Warrants and Series B Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us. Pursuant to the Placement Agreement, in addition to the Placement Agent Warrants described above, the Company paid the Placement Agent a cash placement fee equal to 7.0 % of the aggregate gross proceeds raised in the Offering. The Company reimbursed expenses of the Placement Agent in connection with the Offering, including but not limited to legal fees, of $ 100,000 . The Placement Agent Warrants have an expiration date of three and one-half years from the Initial Exercise Date and were immediately exercisable upon issuance. At-the-Market Equity Offering Programs On June 21, 2021, the Company entered into the At-The-Market Issuance Sales Agreement with Ascendiant (the “June 2021 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $ 20.0 million, from time to time, through an “at-the-market” equity offering program under which Ascendiant acts as sales agent. Prior to its replacement by the February 2024 ATM Agreement (as defined below), under the June 2021 ATM Agreement the Company issued an aggregate of 1,547 shares of common stock in return for net proceeds of $ 11,407,240 , resulting in $ 354,527 of compensation paid to Ascendiant. On February 14, 2024, the Company entered into a new At-The-Market Issuance Sales Agreement with Ascendiant (the “February 2024 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $ 6.2 million, which replaced the June 2021 ATM Agreement. As of December 31, 2025, the Company had sold 249,994 shares of common stock in return for net proceeds of $ 1,152,682 , resulting in $ 35,953 of compensation paid to Ascendiant under the February 2024 ATM Agreement. On October 29, 2025, the Company entered into an At-The-Market Issuance Sales Agreement with Lucid Capital Markets, LLC, as sales agent (“Lucid”), pursuant to which the Company may offer and sell, from time to time through Lucid, shares of Common Stock for aggregate gross proceeds of up to $ 1,750,000 (the “October 2025 ATM Agreement”). In the month of December 2025, the Company sold 10,036 shares of common stock in return for net proceeds of $ 65,559 , resulting in $ 2,028 of compensation paid to Lucid under the October 2025 ATM Agreement. As of December 31, 2025, the Company had sold 260,036 shares through ATM Agreement. Note 8 - Common Stock Options, Restricted Stuck Units and Restricted Stock Common Stock Options Stock options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Omnibus Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. There were no issuances of stock options in the year ended December 31, 2025. A summary of option activity under the Company’s Omnibus Plan as of December 31, 2025, and changes during the year then ended, is presented below: Weighted Weighted Average Average Remaining Number of Options Exercise Price Contractual Term (Years) Balance outstanding at December 31, 2024 278 $ 30,628.90 5.35 Granted - - - Exercised - - - Forfeited - - - Cancelled or expired ( 42 ) 40,669.17 - Balance outstanding at December 31, 2025 236 $ 28,842.08 3.16 Exercisable at December 31, 2025 216 $ 30,862.14 2.80 F- 16 Restricted Stock Units On June 11, 2025, the Company granted a total of 161,527 restricted stock units (“RSUs”) under its Omnibus Plan. The fair value per share (closing stock price) was $ 3.37 . The grants included both standard RSUs issued to members of the Board of Directors and performance-based RSUs (“PBRSUs”) issued to employees. The PBRSUs were subject to both service and performance vesting conditions. In March 2026, the Board of Directors modified the terms of the PBRSUs to remove the performance-vesting conditions and to provide that the RSUs would vest in full upon the one-year anniversary of the grant date. During the year ended December 31, 2025, the Company recognized $ 186,287 in stock-based compensation expense related to these RSU and PBRSU grants. This expense is included in total operating expenses in the condensed consolidated statements of operations. Unrecognized stock-based compensation expense related to these RSUs will be recognized over the remaining vesting period, which is one year for standard RSUs and subject to performance conditions for PBRSUs. As of December 31, 2025, the total compensation expense to be recognized in future periods is $ 309,672 over the next two years . Restricted Common Stock On November 30, 2023, the Company issued 115 shares of restricted common stock (the “Restricted Stock”) of the Company to PatentVest, Inc. (“PatentVest”) pursuant to a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company’s patent portfolio. The fair value of the Restricted Stock was determined to be $ 200,485 using the market price of the stock on the date of the issuance. The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. During the year ended December 31, 2025, the Company recorded as vested 46 shares valued at $ 80,000 . The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. No services were provided by PatentVest, Inc. in the period ended December 31, 2025. Note 9 - Common Stock Warrants As described above in “Recent Offerings” (Note 7), in 2025, the Company issued 364,801 pre-funded warrants to purchase an equivalent number of shares of common stock together with Warrants to purchase 1,488,680 shares of common stock at an exercise price of $ 6.32 per share. In 2024, the Company issued 31,674 pre-funded warrants to purchase up to an aggregate of 31,666 shares of common stock, together with Series A Warrants to purchase up to an aggregate of 178,255 shares of common stock and Series B Warrants to purchase up to an aggregate of 178,255 shares of common stock. Additionally, the Series B Warrants contain an alternative cashless exercise option whereby the holder of a Series B Warrant has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant using $ 1.75 (after adjustment) as the exercise price for that purpose and (y) 3.0. F- 17 In connection with the 2025 Private Placement, the Company also issued placement agent warrants (“Placement Agent Warrants” to purchase up to 44,660 shares of common stock at an exercise price of $ 9.47 per share. Additionally, and as part of the DAT strategy, the Company issued to its investment advisor warrants to purchase an aggregate of 400,000 shares of Common Stock (the “Advisory Warrants”). Advisory Warrants in respect of 100,000 shares are exercisable immediately for an exercise price equal to $ 6.95 . Advisory Warrants in respect of 300,000 shares become exercisable in the event that AUM exceeds certain thresholds within six or nine months following the closing, at exercise prices ranging from $ 6.95 to $ 7.50 . In connection with the 2024 Offering, the Company also issued placement agent warrants (“Placement Agent Warrants” and, together with the pre-funded warrants and the Series Warrants, the “Warrants”) to purchase up to 1,758 shares of common stock. The purchase price of each share of common stock and accompanying Series Warrants was $ 227.50 and the purchase price of each pre-funded warrant and accompanying Series Warrants was $ 227.325 . Warrant Exercises On May 2, 2023, the Company conducted a registered offering in which the Company issued 1,232 warrants to purchase shares of common stock for an exercise price per share equal to $ 2,450 . The warrants expire May 2, 2028. In December 2023, the Board approved a temporary reduction of the exercise price per share from $ 2,450 to $ 1,225 . The Company also issued to the underwriter and its designees warrants exercisable for an aggregate of 172 shares of common stock for an exercise price per share equal to $ 2,625 . The warrants expire November 2, 2026. During the year ended December 31, 2024, the Company issued a total of 67 shares of its common stock upon warrant exercises for aggregate net proceeds of $ 83,233 . Between June 4, 2024 and June 7, 2024, 31,674 pre-funded warrants were exercised. The company issued a total of 31,666 shares of its common stock upon the cash exercises of 25,339 pre-funded warrants and cashless exercises of 6,327 pre-funded warrants for aggregate net proceeds of $ 6,609,831 (includes net proceeds from sale and exercise of pre-funded warrants). The remaining 8 pre-funded warrants were used to satisfy the exercise price under the warrants’ cashless exercise provision. Between August 19, 2024 and December 31, 2024, the Company issued a total of 495,476 shares of its common stock upon the alternate cashless exercise of 177,987 Series B Warrants. During the year ended December 31, 2025, no warrants were exercised. The following table summarizes all stock warrant activity of the Company for the year ended December 31, 2025 : Weighted Weighted Number of Average Exercise Average Contractual Warrants Price Term (Years) Balance outstanding at December 31, 2024 180,707 $ 85.38 4.58 Issued 2,298,141 5.49 3.66 Exercised - - - Forfeited - - - Expired - - - Balance outstanding at December 31, 2025 2,478,848 $ 11.31 3.66 Exercisable at December 31, 2025 2,178,848 $ 11.91 3.77 F- 18 Common Stock Warrants As described above in “Recent Offerings” (Note 7), the Company issued 1,488,680 warrants in 2025 and 178,255 Series A Warrants and 178,255 Series B Warrants in 2024. Additionally, in 2025, the Company issued 44,660 Placement Agent Warrants and 400,000 Advisor Warrants. The Company evaluates the warrants described above in accordance with ASC 815, “Derivatives and Hedging,” including the guidance in ASC 815-40. Warrants that do not meet the criteria for equity classification are recorded as liabilities at fair value. Accordingly, the Company classifies the warrants issued in 2025 as equity and the warrants issued in the 2024 offering as liabilities. Warrants classified as liabilities are remeasured at fair value at each balance sheet date until exercised or expired, with changes in fair value recognized in the statement of operations. During the years ended December 31, 2025 and 2024, the Company recognized a gain of $ 116,137 and $ 3,447,737 , respectively, related to the change in fair value of warrant liabilities. Measurement The Company established the initial fair value for the Series Warrant liability on August 20, 2024, the date the Series Warrants were initially exercisable. Upon exercise, the instrument is marked to its fair value upon exercise, and the shares delivered are recorded at fair value in the Company’s statement of stockholders’ equity. The warrant liability was valued based on the following inputs for the warrants: December 31, 2025 Input (Initial Measurement) December 31, 2024 Exercise price $ 6.32 - $ 75.95 $ 28.70 and $ 1.75 Stock price $ 4.53 and $ 7.41 $ 7.26 Volatility 140.44 % - 163.82 % 131 % and 167 % Discount rate 3.47 % - 3.63 % 4.36 % Dividends - - Expected life (years) 1.13 - 5.01 4.64 Note 10 - Digital Assets The Company holds digital assets as part of its treasury strategy. As of December 31, 2025, the Company’s digital asset holdings consist of HYPE tokens. Initial Purchase On October 23, 2025, the Company purchased approximately 78,863.1 HYPE tokens for an aggregate cost of $ 3.0 million. Accounting Policy The Company accounts for its digital assets in accordance with ASC 350-60, Accounting for and Disclosure of Crypto Assets. Digital assets are measured at fair value each reporting period, with changes in fair value recognized in earnings. Fair value is determined using observable market prices derived from active trading venues. The Company uses the market price reported in custody statements provided by Anchorage Digital Bank, the Company’s digital asset custodian. F- 19 Digital Asset Balance December 31, 2025 Digital assets at fair value $ 2,009,960 Unrealized gain (loss) recognized in earnings $ ( 995,161 ) Staking Activities The Company participates in staking activities related to its HYPE holdings. Staking rewards represent additional tokens earned from participation in blockchain validation activities. Staking rewards are recognized as income when the Company obtains control of the tokens, which occurs when the tokens are credited to the Company’s custody account. The rewards are measured at fair value at the time of receipt. For the year ended December 31, 2025, the Company recognized $ 5,121 of staking reward income, which is included in Other Income in the consolidated statements of operations. Note 11 - Related Party Transactions In September 2024 the Company began using IS Bookkeeping & Payroll which is a division of Impact Solve, LLC (dba Impact Solutions) an accounting and chief financial officer service firm. As described below in note 11, the Company’s Chief Financial Officer works in a part-time capacity for the Company through Impact Solutions. In 2025 and 2024, IS Bookkeeping & Payroll provided human resources and payroll processing services to the Company totaling $ 31,635 and $ 18,693 , respectively. In October 2025, the Company conducted a private placement offering in which the Company sold 70,822 shares of common stock and warrants exercisable for 141,644 shares of common stock to Anthony DiGiandomenico at a combined price of $ 7.06 per share and two warrants. Note 12 - Commitments and Contingencies Office Lease Effective January 1, 2015, the Company entered into an office lease agreement with Green Court, LLC, a Michigan limited liability company, for approximately 3,657 rentable square feet of space, for the initial monthly rent of $ 5,986 , which commenced on January 1, 2015 for an initial term of 60 months. On October 10, 2017, this lease was amended increasing the rentable square feet of space to 3,950 and the monthly rent to $ 7,798 . On March 15, 2021, the Company entered into an amendment to the lease, increasing the total rentable square feet to 7,198 , increasing the initial monthly rent to $ 15,452 effective May 2021, and extending the term of the lease to December 31, 2025. On December 1, 2024, the Company entered into an amendment to the lease, decreasing the total rentable square feet to 6,513 , decreasing the initial monthly rent to $ 15,278 effective March 2025 (after three months of no rent) and extending the term of the lease to March 31, 2029. F- 20 The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The lease typically does not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at December 31, 2025 was 10 %. Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable. As a result, the Company has been recognizing rents as they become payable based on the adoption of ASC Topic 842. The weighted-average remaining lease term is 3.17 years. As of December 31, 2025, the maturities of operating lease liabilities are as follows: Operating Lease 2026 172,790 2027 and beyond 407,176 Total $ 579,966 Less: amount representing interest ( 87,614 ) Present value of future minimum lease payments 492,352 Less: current obligations under leases ( 129,378 ) Long-term lease obligations $ 362,974 For the years ended December 31, 2025 and 2024, the Company incurred rent expenses of $ 176,822 and $ 203,265 , respectively. Employment and Consulting Agreements Alexander Tokman - Effective August 13, 2024, the Board appointed Alexander Tokman as the Company’s Chief Executive Officer and Chairman of the Board of Directors. In connection with his appointment, Mr. Tokman and the Company entered into an employment agreement, dated August 13, 2024 (the “Employment Agreement”). Mr. Tokman’s employment with the Company is “at will” and may be terminated by him or the Company at any time and for any reason. Pursuant to the Employment Agreement, Mr. Tokman will receive an annual base salary of $ 300,000 , subject to adjustment at the Board’s discretion. Mr. Tokman is also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors. If Mr. Tokman’s employment is terminated by the Company without cause (as defined in the Omnibus Plan), if Mr. Tokman resigns for good reason (as defined in the Employment Agreement), or if Mr. Tokman’s employment ends following the hiring no later than February 13, 2026 of a replacement chief executive officer whom Mr. Tokman assists in recruiting, Mr. Tokman will be entitled to receive, subject to his execution of a standard release agreement, 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control). Additionally, under the Employment Agreement, Mr. Tokman is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. Richard Jacroux - On August 7, 2024, the Company’s Board of Directors appointed Richard Jacroux as Chief Financial Officer. Mr. Jacroux works in a part-time capacity for the Company through Impact Solve, LLC (dba Impact Solutions) an accounting and chief financial officer service firm. The Company pays Impact Solutions a base monthly fee of $ 8,650 plus expenses in respect of his services to the Company and any hours worked in excess of 20 hours per week are paid at a rate of $ 150 per hour. Litigation From time to time the Company may become a party to litigation in the normal course of business. During the year ended December 31, 2025, the Company recognized $ 10,000 of expense related to certain minor legal matters. F- 21 Note 13 - Income Taxes The components of earnings before income taxes for the years ended December 31, 2025 and 2024 were as follows: For the Years Ended December 31, 2025 2024 Income (loss) before income taxes Domestic ( 6,465,510 ) ( 10,434,200 ) Foreign ( 561,900 ) ( 1,073,800 ) Total income (loss) before income taxes $ ( 7,027,410 ) $ ( 11,508,000 ) Income tax provision (benefit) consists of the following for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Income tax provision (benefit): Current Federal - - State - - Foreign - - Total Current - - Deferred Federal - - State - - Foreign - - Total Deferred - - Total income tax provision (benefit) $ - $ - A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: For the Years Ended December 31, 2025 2024 Rate Reconciliation Expected tax at statutory rates $ ( 1,475,800 ) 21 % $ ( 2,416,700 ) 21 % Permanent Differences $ 66,000 - 1 % ( 157,900 ) 1 % State Income Tax, Net of Federal benefit $ ( 760,700 ) 11 % ( 822,500 ) 4 % State Rate Change-Federal Impact $ ( 197,600 ) 3 % ( 42,300 ) 0 % State Rate Change Adjustment $ 941,000 - 13 % 201,300 0 % Foreign taxes at rate different than US Taxes $ ( 21,200 ) 0 % ( 58,900 ) 0 % Current Year Change in Valuation Allowance $ 1,910,700 - 27 % 3,411,100 - 26 % Prior Year True-Ups $ ( 462,400 ) 7 % ( 114,100 ) 0 % Income tax provision (benefit) $ - 0 % $ - 0 % F- 22 Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: For the Years Ended December 31, 2025 2024 Deferred Tax Assets/(Liab.) Detail Deferred Tax Assets (Liabilities): Stock Based Comp $ 1,656,200 1,546,000 Accrued Bonus $ 74,300 17,100 Accrued Expenses $ 35,200 36,000 Depreciation $ 7,000 900 ROU (Asset) $ ( 280,600 ) ( 148,800 ) ROU Liability $ 285,400 150,400 Changes in fair value of digital asset $ 260, 100 - Capitalized R&D $ 1,378,400 1,967,800 R&D Credit $ 29,800 29,800 Net Operating Losses (US) $ 21,572,500 19,647,500 Net Operating Losses (Foreign) $ 1,466,200 1,327,000 Net deferred tax assets (liabilities) 26,484,500 24,573,700 Valuation allowance ( 26,484,500 ) ( 24,573,700 ) Net deferred tax assets (liabilities) $ - $ - The domestic U.S. net operating loss carryforward increased from $ 70,976,189 at December 31, 2024 to $ 77,880,679 at December 31, 2025. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2025 and 2024, due to the uncertainty of realizing the deferred income tax assets. Out of the $77,880,679 net operating losses carry forward, $16,012,698 will begin to expire in 2028 and $61,867,981 will have an indefinite life. The Company’s Total State net operating losses also increased from $ 94,278,557 at December 31, 2024 to $ 101,674,023 at December 31, 2025. The State net operating losses will began to expire in 2028 . There are also net operating losses from Canada, France, Germany, Netherlands and UK total to 6,060,699 as of December 31, 2025. The Internal Revenue Code includes a provision, referred to as Global Intangible Low-Taxed Income (“GILTI”), which provides for a 10.5 % tax on certain income of controlled foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes for basis differences expected to reverse. The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. U.S. federal income tax returns for 2022 and after remain open to examination. We and our subsidiaries are also subject to income tax in multiple states and foreign jurisdictions. Generally, foreign income tax returns after 2022 remain open to examination. No income tax returns are currently under examination. As of December 31, 2025 and 2024, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2025 and 2024, there were no penalties or interest recorded in income tax expense. Note 14 - Segment Reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: biotech. The biotech segment consists of the development of clinical and preclinical product candidates for the development of the Company’s proprietary new enhanced thermoacoustic technology platform. The Company’s chief operating decision maker (“CODM”) is the chief executive officer . F- 23 The accounting policies of the biotech segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the biotech segment based on net loss, which is reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. As such, the CODM uses cash forecast models in deciding how to invest into the biotech segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models. The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2025, and 2024: Year Ended Year Ended December 31, December 31, 2025 2024 Operating Expenses Research and development $ 1,849,996 $ 3,190,293 Sales and marketing $ 189,470 $ 571,040 General and administrative $ 3,723,635 $ 7,055,814 Total operating expenses $ 5,763,101 $ 10,817,147 Operating loss $ ( 5,763,101 ) $ ( 10,817,147 ) Other segment items (a) $ ( 1,264,309 ) $ ( 690,800 ) Net loss $ ( 7,027,410 ) $ ( 11,507,947 ) Reconciliation of net loss Adjustments and reconciling items - - Consolidated net loss $ ( 7,027,410 ) $ ( 11,507,947 ) (a) Other segment items included in segment loss includes digital asset staking compensation, changes in digital assets, warrant expense, changes in warrant liability, gain on settlement of warrant liability and interest income. Note 15 - Subsequent Events The Company has evaluated events through March 31, 2026, the filing date of this Annual Report on Form 10-K and determined that there have been no additional subsequent events that occurred that would require adjustments to our disclosures in the consolidated financial statements, other than the following: On February 23, 2026, the Company completed a sale and transfer of $ 150,000 of digital assets to fund ongoing operations. On February 26, 2026, the Company issued a total of 64,274 shares of its common stock in return for aggregate net proceeds of $ 263,748 under the October 2025 ATM Agreement, which takes into account $ 8,154 in compensation paid to Lucid. On March 16, 2026, the Company completed a sale and transfer of $ 150,000 of digital assets to fund ongoing operations. On March 19, 2026, the Company implemented a reduction in workforce as part of efforts to extend its cash runway and align resources with its strategic priorities. In connection with this action, the Company expects to incur pre-tax cash charges of approximately $ 51,282 related to severance payments, which are expected to be recognized in the first quarter of 2026. On March 25, 2026, the Company announced that it had initiated a process to evaluate a range of strategic alternatives aimed at maximizing shareholder value. The Company continues to evaluate these alternatives; however, there can be no assurance as to the outcome or timing of this process. F- 24 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.