What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-24 · 327 added, 405 removed, 641 unchanged (53% of the section changed)

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on Form 10-K.

Company is a clinical-stage biopharmaceutical company focused on identifying new targets for cancer drug development and developing and

commercializing cancer therapies.

The Company’s corporate office is located in Pasadena, California.

Company is a clinical-stage biopharmaceutical company focused on identifying new targets for cancer drug development and developing

and commercializing cancer therapies.

The Company is the majority shareholder of Liora Technologies Europe Ltd., which is pioneering

the development of electronically controlled proton therapy systems for treating tumors in various types of cancers.

Company’s corporate office is located in Boca Raton, Florida.

Company’s product pipeline is primarily focused on inhibitors of protein phosphatase 2A, which is used to enhance cytotoxic agents,

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inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity.

Liora’s proprietary technology,

known as LiGHT System (Linac for Image Guided Hadron Therapy), has significant advantages over currently available technologies for treating

tumors with proton therapy.

Liora is an excellent complement to the pharmaceutical side of the Company’s business and ongoing clinical

trials with LB-100 for Ovarian Clear Cell Carcinoma and Metastatic Colon Cancer, The Company’s strategy for the LiGHT system is

to position it as a functional prototype asset (rather than a turnkey clinical system), valued primarily for its intellectual property,

accelerator hardware configuration, and accumulated engineering work, without immediate clinical operability.

It will be saleable as a

functional unlicensed prototype to be copied and licensed at locations closer to large patient populations.

Company’s activities are subject to significant risks and uncertainties, including the need for additional capital.

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Agreement of approximately $3,095,000, as more fully described below at Principal Commitments – Clinical Trial Agreements - GEIS.

the year ended December 31, 2024, the Company recorded a net loss of $3,585,965 and used cash in operations of $3,164,536.

the year ended December 31, 2025, the Company incurred a net loss of $6,009,520 and used cash in operations of $3,070,618.

As of December

31, 2025, the Company had cash of $5,106,872 available to fund its operations.

Subsequently, the Company completed a securities offering

that generated gross proceeds of $1,050,003 during February 2025 before deducting the placement agent’s fees and related offering

the Company is currently engaged in various early-stage clinical trials, it is expected that it will take a significant amount of time

and resources to develop any product or intellectual property capable of generating sustainable revenues.

Accordingly, the Company’s

business is unlikely to generate any sustainable operating revenues in the next several years and may never do so.

Even if the Company

is able to generate revenues through licensing its technology, product sales or other commercial activities, there can be no assurance

that the Company will be able to achieve and maintain positive earnings and operating cash flows.

At March 14, 2025, the Company’s

remaining financial contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements not yet incurred

aggregated approximately $526,000, which are currently scheduled to be incurred through approximately December 31, 2027.

Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates

the realization of assets and satisfaction of liabilities in the normal course of business.

The consolidated financial statements also

do not reflect any adjustments relating to the recoverability of assets and liabilities that might be necessary if the Company is unable

to continue as a going concern.

The Company has no recurring source of revenues and has experienced negative operating cash flows since

The Company has financed its working capital requirements through the recurring sale of its equity securities.

on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern

within one year after the date that the consolidated financial statements are being issued.

The Company’s consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research

and development activities and to ultimately achieve sustainable operating revenues and profitability.

The amount and timing of future

cash requirements depends on the pace, design and results of the Company’s clinical trial program, which, in turn, depends on the

availability of operating capital to fund such activities.

on current operating plans, the Company estimates that its existing cash resources at December 31, 2024, and the funds raised subsequent

to December 31, 2024, will provide sufficient working capital to fund the current clinical trial program with respect to the development

of the Company’s lead anti-cancer clinical compound LB-100 through approximately September 30, 2025.

However, existing cash

resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate,

which will require that the Company raise significant additional capital.

The Company estimates that it will need to raise additional

capital to fund its operations by mid-2025 to be able to proactively manage its current business plan during the remainder of 2025 and

In addition, the Company’s operating plans may change as a result of many factors that are currently unknown and/or

outside of the control of the Company, and additional funds may be needed sooner than planned.

The Company is considering various strategies

and alternatives to obtain the required additional capital.

However, as market conditions present uncertainty as to the Company’s

ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable

terms, as and when necessary, to continue to conduct operations.

cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back

or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development

efforts, or obtain funds, if available, through strategic alliances, joint ventures or other transaction structures that could require

the Company to relinquish rights to and/or control of LB-100, or to curtail or discontinue operations entirely.

Reverse Stock Split

On June 2, 2023, the Company effected a 1-for-10 reverse split

of its outstanding shares of common stock.

The authorized number of shares of common stock and the par value per share were not affected

by the reverse stock split.

No fractional shares were issued in connection with the reverse stock split, with all fractional shares being

rounded up to the next whole share.

All share and per share amounts and information presented herein have been retroactively adjusted

to reflect the reverse stock split for all periods presented.

Company’s common stock and the warrants are traded on the Nasdaq Capital Market under the symbols “LIXT” and “LIXTW”,

respectively.

The Company has not generated recurring revenues since

inception and has incurred negative operating cash flows as it advances its clinical development programs.

Company is currently engaged in early-stage clinical trials for its lead product candidate, LB-100.

These activities require substantial

research, development, regulatory, and clinical expenditures, and the Company does not expect to generate sustainable operating revenues

for several years, if ever.

At March 31, 2026, the Company’s remaining contractual commitments pursuant to clinical trial agreements

and clinical trial monitoring agreements aggregated approximately $496,000, which are expected to be incurred through December 31, 2027.

addition, through the acquisition of Liora Technologies Europe Ltd.

in November 2025, the Company assumed responsibility for the non-clinical

LiGHT proton therapy prototype located at the Daresbury Laboratory in the United Kingdom.

The Company expects to incur approximately

$2 million over the next twenty-four months to recommission and update the system, together with annual lease obligations of approximately

$787,278 under an operating lease with the United Kingdom Research and Innovation.

Liora currently has no revenues, and the Company will

require additional capital to fund these activities.

is actively evaluating and pursuing additional financing alternatives, including equity and debt financings and potential strategic transactions.

However, there can be no assurance that additional funding will be available on acceptable terms, in sufficient amounts, or at all.

the Company is unable to obtain the necessary funding, it may be required to delay, scale back, or eliminate its clinical development

curtail expenditures related to the LiGHT system;

or pursue strategic alternatives, including potential asset sales or the

cessation of operations.

As a result, management has concluded,

and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the

Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form

As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December

31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.

Company’s common stock is traded on the Nasdaq Capital Market under the symbol “LIXT”.

June 2, 2023, the Company effected a 1-for-10 reverse split of its outstanding shares of common stock in order to remain in compliance

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because it did not complete its proposed financing initiatives to regain compliance.

Company timely filed an appeal and requested a Hearing before a Nasdaq Hearings Panel (the “Panel”), which has been granted.

The Hearing request automatically stayed Nasdaq’s delisting of the Company’s common shares and warrants pending the Panel’s

Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension through no

later than August 18, 2025.

At the upcoming hearing, the Company will present its plan for regaining and sustaining compliance with the

Stockholders’ Equity Requirement for continued listing.

However, there can be no assurances that the Hearings Panel will grant

the Company an extension of time to regain compliance, or that the Company will be able to regain compliance during any extension period.

During the appeal process the Company’s common shares and warrants will continue to trade on The Nasdaq Capital Market.

Company intends to take reasonable measures available to regain compliance under Nasdaq’s listing rules and to remain listed on

However, there can be no assurances that the Company will ultimately regain compliance with the Stockholders’ Equity Rule,

or be able to maintain compliance with all other applicable requirements for continued listing on Nasdaq.

If the Company does not regain

compliance with Nasdaq’s continued listing requirements within the time period permitted by Nasdaq, then the Company’s securities

will be delisted from Nasdaq.

Company did not meet the terms of the extension and, on February 19, 2025, received a Staff determination letter.

The Company timely

requested a hearing before the Nasdaq Hearings Panel, staying any suspension or delisting pending the Panel’s decision.

an April 3, 2025 hearing, the Panel granted the Company a further extension through July 3, 2025 to regain compliance.

July 2, 2025, the Company closed a $5.05 million private placement and, on July 8, 2025, completed a $1.5 million registered

direct offering (see Note 5).

On July 15, 2025, Nasdaq notified the Company that it had regained compliance with the stockholders’

equity requirement.

Company remains subject to a Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B) through July 15, 2026.

During this period, any future

deficiency in stockholders’ equity would require the Company to request a hearing before the Panel rather than submit a new compliance

Accounting Pronouncements

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this document.

Concentration

Company periodically contracts with vendors and consultants to provide services related to the Company’s operations.

Charges incurred

for these services can be for a specific period (typically one year) or for a specific project or task.

Costs and expenses incurred that

represented 10% or more of general and administrative costs or research and development costs for the years ended December 31, 2024 and

2023 are described below.

and administrative costs for the years ended December 31, 2024 and 2023 include charges from legal firms and other vendors for general

licensing and patent prosecution costs relating to the Company’s intellectual properties representing 8.6% and 23.3% of total general

and administrative costs, respectively.

General and administrative costs for the year ended December 31, 2024 also include charges from

two vendors and consultants representing 15.0% and 13.1%, respectively, of total general and administrative costs.

General and administrative

costs for the year ended December 31, 2023 also include charges from a vendor and consultant representing 10.4% of total general and

administrative costs.

General and administrative costs for the years ended December 31, 2024 and 2023 also included charges for the fair

value of stock options granted to directors and corporate officers representing 14.7% and 18.4%, respectively, of total general and administrative

and development costs for the year ended December 31, 2024 include charges from three vendors and consultants representing 39.2%, 29.0%

and 15.4%, respectively, of total research and development costs.

Research and development costs for the year ended December 31, 2023

include charges from three vendors and consultants representing 29.9%, 25.2% and 13.7%, respectively, of total research and development

Accounting Policies and Estimates

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consolidated financial statements.

is held in a cash bank deposit program maintained by Morgan Stanley Wealth Management, a division of Morgan Stanley Smith Barney LLC

(“Morgan Stanley”).

Morgan Stanley is a FINRA-regulated broker-dealer.

The Company’s policy is to maintain its cash

balances with financial institutions in the United States with high credit ratings and in accounts insured by the Federal Deposit Insurance

Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”).

The Company periodically

has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively.

Stanley Wealth Management also maintains supplemental insurance coverage for the cash balances of its customers.

The Company has not

experienced any losses to date resulting from this policy.

Company’s President and Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”) and evaluates

performance and makes operating decisions about allocating resources based on internal financial data presented on a consolidated basis.

Because the CODM evaluates financial performance on a consolidated basis, the Company has determined that it operates in a single reportable

segment, which consists of the development of a drug class called Protein Phosphatase 2A inhibitors, and is comprised of the consolidated

financial results of the Company.

The CODM uses consolidated net income (loss) as the sole measure of segment profit or loss.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.

ASU 2023-07 amends the FASB Accounting Standards

Codification to require additional reportable segment disclosures of a public entity by requiring disclosure of significant segment expenses

that are regularly provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures.

ASU 2023-07 requires public entities with a single reportable segment to provide all the disclosures required by ASU 2023-07 and all

existing segment disclosures in Topic 280 on an interim and annual basis.

The Company adopted ASU 2023-07 effective January 1,

2024 for the 2024 annual period on a retrospective basis.

The adoption of ASU 2023-07 resulted in additional required segment-related

disclosures in the Company’s financial statements.

Company assesses whether an acquisition is a business combination or an asset acquisition.

If substantially all of the gross assets acquired

are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition, where the

purchase consideration is allocated on a relative fair value basis to the assets acquired.

An asset acquisition does not result in the

recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired.

uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at

the acquisition date.

The acquisitions costs are allocated to the assets acquired on a relative fair value basis.

Company periodically holds certain digital assets, consisting of Bitcoin and Ethereum cryptocurrencies.

Digital assets are initially

recorded at cost and subsequently measured at fair value as of each reporting period.

The Company determines the fair value of its digital

assets in accordance with FASB ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that it has determined

is the principal market for Bitcoin and Ethereum (Level 1).

Changes in fair value are included in unrealized gain (loss) on digital assets

in other income (expense) in the Company’s consolidated statements of operations.

Realized gains and losses on the sale of digital

assets are included in other income (expense) in the Company’s consolidated statements of operations.

The Company tracks its cost

basis of digital assets in accordance with the first-in-first-out method of accounting.

The Company’s digital assets are reasonably

expected to be realized in cash or sold or consumed during the Company’s normal operating cycle and as such have been classified

as current assets in the Company’s consolidated balance sheets.

and Equipment

Company property and equipment consists of Liora’s Light machine.

Property and equipment are recorded at cost.

The Light machine

requires recommissioning and updates and is not yet ready for its intended use.

Accordingly, it is treated as an asset under construction,

and depreciation will not begin until the asset is placed into service.

– Lived Assets

assets, which include property, plant and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events

or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability

of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future

cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,

an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying

amount may not be recoverable.

In conducting its long-lived asset impairment analyses, the Company groups assets and liabilities at the

lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates

the asset group against the sum of the undiscounted future cash flows.

If the undiscounted cash flows do not indicate the carrying amount

of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group asset group

exceeds its fair value based on discounted cash flow analysis or appraisals.

There was no impairment of long-lived assets for the periods

ended December 31, 2025 and 2024.

and Development

and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation,

and development costs are charged to expense as incurred.

The costs of equipment that are acquired or constructed for research and development

activities, and have alternative future uses, are classified as property and equipment and depreciated over their estimated useful lives.

Research and development costs consist primarily of fees paid to consultants and contractors, and other expenses relating to the negotiation,

design, development, conduct and management of clinical trials with respect to the Company’s clinical compound and product candidate.

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Obligations incurred with respect to mandatory scheduled payments under agreements without milestone provisions

are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement, and are recorded

as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the

Company’s consolidated statement of operations.

are accounted for when due, are recognized ratably over the appropriate period, as specified in the respective agreement.

made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated

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and development contracts on a quarterly basis.

and Licensing Legal and Filing Fees and Costs

to the significant uncertainty associated with the successful development of commercially viable products based on the Company’s

research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development

and protection of the Company’s intellectual property are charged to operations as incurred.

Patent and licensing legal and filing

fees and costs are included in general and administrative costs in the Company’s consolidated statement of operations.

September 2023, the Company appointed a new President and Chief Executive Officer, who, with the assistance of the Company’s management,

Board of Directors and patent legal counsel, conducted a comprehensive review and analysis of the Company’s extensive patent portfolio

in order to implement a program to balance patent prosecution costs with intellectual property protection benefits.

As a result of such

review and analysis, the Company identified certain patent filings that it decided not to continue to support in 2024 and thereafter.

In addition, the Company changed patent legal counsel in mid-2024.

The Company expects that patent and licensing legal and filing fees

and costs will continue to be a significant continuing cost in 2025 and thereafter as the Company continues to develop and expand

its patent portfolio related to the clinical development of LB-100.

a result of such review and analysis, patent and licensing legal and filing fees and costs related to the development and protection

of the Company’s intellectual property, primarily related to LB-100, decreased to $243,186 for the year ended December 31, 2024,

as compared to $978,244 for the year ended December 31, 2023, a decrease of $735,058, or 75.1%.

descriptive summary of the patent portfolio for the Company’s most important clinical programs involving the development of LB-100,

as well as a detailed listing of each domestic and international patent that has been issued, is presented at “ITEM 1.

– Intellectual Property”.

Company periodically issues common stock and stock options to officers, directors, employees, contractors and consultants for services

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outside of the Company’s control, among other conditions for equity classification.

The Company has determined that the warrants

issued in the July 20, 2023 equity financing meet the requirements for equity classification.

This assessment, which requires the use

of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants

are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to

be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all

of the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value

on the date of issuance and remeasured at fair value at each balance sheet date thereafter.

Changes in the estimated fair value of the

warrants that are liability-classified are recognized as a non-cash gain or loss in the statement of operations at each balance sheet

At December 31, 2024 and 2023, the Company did not have any liability-classified warrants.

This assessment, which requires the use of

professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be

recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all of

the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value

on the date of issuance and remeasured at fair value at each reporting date.

Effective November 28, 2025, the Company delisted its public

warrants that traded under the symbol “LIXTW”.

At December 31, 2025 and 2024, the Company did not have any liability-classified

of Business Activities and Plans

Company is a clinical-stage biopharmaceutical company focused on identifying new targets for cancer drug development and developing and

commercializing cancer therapies.

The Company’s product pipeline is primarily focused on inhibitors of protein phosphatase 2A,

which is used to enhance cytotoxic agents, radiation, immune checkpoint blockers and other cancer therapies.

The Company believes that

inhibitors of protein phosphatases have significant therapeutic potential for a broad range of cancers.

The Company is focusing on the

clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer

Company is a clinical-stage biopharmaceutical and proton cancer therapy company focused on identifying new targets for cancer drug development

and developing and commercializing cancer therapies.

The Company’s product pipeline is primarily focused on inhibitors of protein

phosphatase 2A, which is used to enhance cytotoxic agents, radiation, immune checkpoint blockers and other cancer therapies.

believes that inhibitors of protein phosphatases have significant therapeutic potential for a broad range of cancers.

The Company is

focusing on the clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have

clinical anti-cancer activity.

Company is the majority shareholder of Liora Technologies Europe Ltd., which is pioneering the development of electronically controlled

proton therapy systems for treating tumors in various types of cancers.

Liora’s proprietary technology, known as LiGHT System (Linac

for Image Guided Hadron Therapy), has significant advantages over currently available technologies for treating tumors with proton therapy.

Liora is an excellent complement to the pharmaceutical side of the Company’s business and ongoing clinical trials with LB-100 for

Ovarian Clear Cell Carcinoma and Metastatic Colon Cancer,

Company believes that the mechanism by which LB-100 affects cancer cell growth is different from cancer agents currently approved for

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with pharmaceutical companies with major programs in cancer.

TECHNOLOGIE EUROPE LTD..

Company’s strategy for the LiGHT system is to position it as a functional prototype asset (rather than a turnkey clinical system),

valued primarily for its intellectual property, accelerator hardware configuration, and accumulated engineering work, without immediate

clinical operability.

It will be saleable as a functional unlicensed prototype to be copied and licensed at locations closer to large

patient populations.

Risks Associated with the Company’s Business Activities

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about the mode of action of the combination of LB-100 and atezolizumab.

The principal investigator is preparing a response to the IRB

The principal investigator has prepared a response to the IRB

detailing the safety experience with LB-100 given alone and in combination with other cancer drugs, especially doxorubicin and dostarlimab.

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Through February 2025, a total of 78 patient have received or are receiving experimental treatment

It is expected that it will take at least two months to prepare a detailed response to the IRB, during which time the Company

intends to update the safety overview of LB-100.

The investigators have completed the IRB review in Q4 2025 and the trial is open again for enrolment Q1 2026.

Risks Associated with the Company’s Business Activities

The global outbreak of the novel coronavirus (Covid-19) in early 2020 led to disruptions in general economic activities throughout

the world as businesses and governments implemented broad actions to mitigate this public health crisis.

Although Covid-19 outbreak has

subsided, the extent to which the coronavirus pandemic may reappear and impact the Company’s clinical trial programs and capital

raising efforts in the future is uncertain and cannot be predicted.

and Interest Rate Risk.

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The Company does not currently expect that supply chain issues will have a significant impact on its business activities,

including its ongoing clinical trials.

including its ongoing clinical trials in the US.

Our current batch of LB-100 in Europe expires by European Law after 5 years, which will

We are looking to extend the shelf life with an additional 12 months until Q4 2027.

If we do not manage to extend the shelf

life or are not able to manufacture a new batch we might not be able to complete the enrollment in the Colon Cancer Trail at the NKI.

There are some indications that the United States economy may be at risk of entering a recessionary period.

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Company’s consolidated statements of operations as discussed herein are presented below.

Years Ended December 31,

Costs and expenses:

Research and development costs

General and administrative costs

Research and development

Total costs and expenses

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Interest expense

Realized loss on digital asset

Foreign currency gain (loss)

$ (3,585,965 )

Series B convertible

Non-controlling interest

Net loss attributable

to common stockholders

$ (6,078,593 )

Net loss per common share – basic and diluted

Weighted average common shares outstanding – basic and diluted

Net loss per common

share – basic and diluted

Weighted average common

shares outstanding – basic and diluted

Ended December 31, 2025 and 2024

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and Development Costs .

For the year ended December 31, 2024, research and development costs were $726,232, which consisted of clinical

and related oversight costs of $377,958, regulatory service costs of $18,836, and preclinical research focused on development of additional

novel anti-cancer compounds to add to the Company’s clinical pipeline of $329,438.

For the years ended December 31, 2025 and December 31, 2024, research and development costs were $254, 919

and $726,232, respectively.

These costs consisted of clinical and related oversight costs of $57,193 and $377,958, respectively, regulatory

service costs of $9,050 and $18,836, respectively and preclinical research focused on development of additional novel anti-cancer compounds

of 188,675 and $329,438, respectively, for the years ended December 31, 2025 and December 31, 2024.

in clinical and related oversight costs for the year ended December 31, 2024 is $207,004 for the cost of patients enrolled in the City

of Hope clinical trial prior to its termination on July 8, 2024.

the year ended December 31, 2023, research and development costs were $898,100, which consisted of clinical and related oversight costs

of $416,269, regulatory service costs of $18,738, and preclinical research focused on development of additional novel anti-cancer compounds

to add to the Company’s clinical pipeline of $463,093.

June 10, 2024, the Company entered into a Clinical Trial Agreement with the Netherlands Cancer Institute (“NKI”) to conduct

a Phase 1b/2 clinical trial of the Company’s protein phosphatase inhibitor, LB-100, combined with atezolizumab, a PD-L1 inhibitor,

the proprietary molecule of F.

June 10, 2024, the Company entered into a Clinical Trial Agreement with the Netherlands Cancer Institute (“NKI”) to

conduct a Phase 1b/2 clinical trial of the Company’s protein phosphatase inhibitor, LB-100, combined with atezolizumab, a

PD-L1 inhibitor, the proprietary molecule of F.

Hoffman-La Roche Ltd.

(“Roche”), for patients with metastatic colon cancer.

(“Roche”), for patients with metastatic colon

NKI employs Dr.

René Bernards, a director of the Company since June 15, 2022.

The Company has no financial contractual commitment associated with

this clinical trial.

René Bernards, a director of the Company since June 15, 2022 until his resignation from the Board on August 18, 2025.

Bernards was then appointed as Chairman of the Company’s

Scientific Advisory Committee.

The Company has no financial

contractual commitment associated with this clinical trial.

in preclinical research costs for the years ended December 31, 2024 and 2023 were $210,362 and $226,150, respectively, of costs paid

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and Administrative Costs .

For the year December 31, 2024, general and administrative costs were $2,846,557, which consisted of the

fair value of vested stock options issued to directors and officers of $418,422 (including quarterly director and board committee fees

of $55,000), patent and licensing legal and filing fees and costs of $243,186, other consulting and professional fees of $735,021, insurance

expense of $434,444, officer salaries and related costs of $691,244, cash-based director and board committee fees of $38,819, licensing

and royalties of $75,643, shareholder reporting costs of $41,488, listing fees of $49,500, filing fees of $28,012, investor relations

of $59,588, rent of $16,435, conference fees of $14,475 and other operating costs of $45,830, offset by a state franchise tax credits

For the year ended December 31, 2025, general and administrative costs were $4,852,702 which consisted

of the fair value of vested stock options issued to directors and officers of $1,527,855 (including quarterly director and board

committee fees of $55,000), lease expense of $61,695, patent and licensing legal and filing fees and costs of $112,092, other

consulting and professional fees of $1,431,118, insurance expense of $257,478, officer salaries and related costs of $694,827,

cash-based director and board committee fees of $27,500, legal settlement of $100,000, licensing and royalties of $30,000,

shareholder reporting costs of $68,939, litigation settlement of $100,000, listing fees of $73,000, filing fees of $23,559, investor

relations of $372,387, rent of $2,093, and other operating costs of $97,656.

the year ended December 31, 2024, general and administrative costs were $2,846,557, which consisted of the fair value of vested stock

options issued to directors and officers of $773,203, patent and licensing legal and filing fees and costs of $978,244, other consulting

and professional fees of $655,854, insurance expense of $442,976, officer salaries and related costs of $841,709, cash-based director

and board committee fees of $163,479, shareholder reporting costs of $93,860, listing fees of $62,000, filing fees of $17,125, taxes

and licenses of $73,877, investor relations of $59,238, rent of $15,571 and other operating costs of $24,109, offset by a credit to licensing

fees of $9,109 relating to the termination of the Moffitt agreement.

and administrative costs decreased by $1,345,579, or 32.1%, in 2024 as compared to 2023, primarily as a result of a decrease in the fair

value of vested stock options issued to directors and officers of $354,781, a decrease in patent and licensing legal and filing fees

and costs of $735,058, a decrease in officer salaries and related costs of $150,465, a decrease in shareholder reporting costs of $52,372,

a decrease in taxes and licenses of $119,427, and a decrease in cash-based director and board committee fees of $124,660, offset by increases

in licensing and royalties of $84,752, and in other consulting and professional fees of $79,167.

options issued to directors and officers of $418,422 (including quarterly director and board committee fees of $55,000), patent and licensing

legal and filing fees and costs of $243,186, other consulting and professional fees of $735,021, insurance expense of $434,444, officer

salaries and related costs of $691,244, cash-based director and board committee fees of $38,819, shareholder reporting costs of $41,488,

listing fees of $49,500, filing fees of $28,012, investor relations of $59,588, rent of $16,435, conference fees of $14,475 and other

operating costs of $45,830, offset by a state franchise tax credits of $45,550.

and administrative costs increased by $2,006,145, or 70.0%, in 2025 as compared to 2024, primarily as a result of an increase in the fair

value of vested stock options issued to directors and officers of $1,054,443, an increase in other consulting and professional fees $696,097,

an increase in other costs and expenses of $280,172, offset by decreases in insurance expense of $176,964, decrease in patent and licensing

legal and filing fees and costs of $131,094 and decrease in board fees by $11,319.

For the year ended December 31, 2025, the Company had interest income of $7,388, as compared to interest income of

$7,048 for the year ended December 31, 2024, related to the investment of the Company’s cash resources.

For the year ended December 31, 2024, the Company had interest expense of $16,821, as compared to interest expense of $16,233

for the year ended December 31, 2023, related to the financing of the premium for the Company’s directors and officers liability

insurance policy.

Currency Gain (Loss) .

For the year ended December 31, 2024, the Company had a foreign currency loss of $3,403, as compared to a foreign

currency gain of $1,954 for the year ended December 31, 2023, from foreign currency transactions.

For the year ended December 31, 2025, the Company had

interest expense of $9,158, as compared to interest expense of $16,821 for the year ended December 31, 2024, related to the financing

of the premium for the Company’s directors and officers liability insurance policy.

loss on digital assets .

During the year ended December 31, 2025, the Company recorded a realized loss related to the disposal of

certain digital assets (BTC and ETH) that were transferred to Orbit as part of the consideration for the LiGHT equipment acquired in

the Liora transaction.

This loss reflects the difference between the carrying value of the digital assets and their fair value at the

time of transfer.

Curre ncy Gain (Loss ).

For the year ended December 31, 2025, the Company had a foreign currency gain of $525, as compared to a foreign currency loss of

$3,403 for the year ended December 31, 2024, from foreign currency transactions.

For the year ended December 31, 2025, the Company incurred a net loss of $6,009,520, as compared to a net loss of $3,585,965

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Company’s consolidated statements of cash flows as discussed herein are as follows:

Years Ended December 31,

Net cash used in operating activities

$ (3,164,536 )

Ended December 31,

cash used in operating activities

$ (3,070,618 )

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Net decrease in cash

$ (3,164,536 )

cash used in investing activities

cash provided by financing activities

increase (decrease) in cash

$ (3,164,536 )

December 31, 2024, the Company had working capital of $827,219, as compared to working capital of $3,994,762 at December 31, 2023, reflecting

a decrease in working capital of $3,167,543 for the year ended December 31, 2024.

The decrease in working capital during the year ended

December 31, 2024 was primarily the result of the funding of the Company’s ongoing research and development activities and other

ongoing operating expenses, including maintaining and developing the Company’s patent portfolio.

At December 31, 2024, the Company

had cash of $1,038,952 available to fund its operations.

Subsequently, the Company completed a securities offering that generated gross

proceeds of $1,050,003 during February 2025 before deducting the placement agent’s fees and related offering expenses.

Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates

the realization of assets and satisfaction of liabilities in the normal course of business.

The consolidated financial statements also

do not reflect any adjustments relating to the recoverability of assets and liabilities that might be necessary if the Company is unable

to continue as a going concern.

The Company has no recurring source of revenues and has experienced negative operating cash flows since

The Company has financed its working capital requirements through the recurring sale of its equity securities.

on the foregoing, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern

within one year after the date that the consolidated financial statements are being issued.

In addition, the Company’s independent

registered public accounting firm has included an explanatory paragraph in their report with respect to this uncertainty that accompanies

the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024.

The Company’s independent

registered public accounting firm, in their report on the Company’s December 31, 2024 audited consolidated financial statements,

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

The Company’s consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Company’s ability to continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research

and development activities and to ultimately achieve sustainable operating revenues and profitability.

The amount and timing of future

cash requirements depends on the pace, design, and results of the Company’s clinical trial program, which, in turn, depends on

the availability of operating capital to fund such activities.

on current operating plans, the Company estimates that its existing cash resources at December 31, 2024, and the funds raised subsequent

to December 31, 2024, will provide sufficient working capital to fund the current clinical trial program with respect to the development

of the Company’s lead anti-cancer clinical compound LB-100 through approximately September 30, 2025.

However, existing cash

resources will not be sufficient to complete the development of and obtain regulatory approval for the Company’s product candidate,

which will require that the Company raise significant additional capital.

The Company estimates that it will need to raise additional

capital to fund its operations by mid-2025 to be able to proactively manage its current business plan during the remainder of 2025 and

In addition, the Company’s operating plans may change as a result of many factors that are currently unknown and/or

outside of the control of the Company, and additional funds may be needed sooner than planned.

The Company is considering various strategies

and alternatives to obtain the required additional capital.

However, as market conditions present uncertainty as to the Company’s

ability to secure additional funds, there can be no assurance that the Company will be able to secure additional financing on acceptable

terms, as and when necessary, to continue to conduct operations.

cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back

or discontinue its clinical trial program, as well as its licensing and patent prosecution efforts and its technology and product development

efforts, or obtain funds, if available, through strategic alliances, joint ventures or other transaction structures that could require

the Company to relinquish rights to and/or control of LB-100, or to curtail or discontinue operations entirely.

March 14, 2025, the Company’s remaining financial contractual commitments pursuant to clinical trial agreements and clinical trial

monitoring agreements not yet incurred aggregated $526,000, which are currently scheduled to be incurred through approximately December

December 31, 2025, the Company had working capital of $3,845,268, as compared to working capital of $827,219 at December 31, 2024,

reflecting an increase in working capital of $3,018,049 for the year ended December 31, 2025.

The increase in working capital during

the year ended December 31, 2025 was primarily the result of the Company’s completed securities offerings on February 13, July

8, and December 22, 2025 and private placement completed on July 2, 2025 that generated gross proceeds of $10,311,000, net after

deducting the placement agent’s fees and related offering expenses during 2025.

The Company has no recurring source

of revenues and has experienced negative operating cash flows since inception.

The Company has financed its working capital requirements

through the recurring sale of its equity securities.

As a result, management has concluded,

and our independent registered public accounting firm has agreed with our conclusion, that there is a substantial doubt regarding the

Company’s ability to continue as a going concern for a period of at least 12 months beyond the filing of this Annual Report on Form

As a result, the report of our independent registered public accounting firm on our financial statements for the year ended December

31, 2025, includes an explanatory paragraph regarding the existence of substantial doubt about our ability to continue as a going concern.

The Company’s ability to

continue as a going concern is dependent upon its ability to raise additional equity capital to fund its research and development activities

and to ultimately achieve sustainable operating revenues and profitability.

The amount and timing of future cash requirements depends

on the pace, design, and results of the Company’s clinical trial program, which, in turn, depends on the availability of operating

capital to fund such activities.

the year ended December 31, 2025, the Company incurred a net loss of $6,009,520 and used cash in operations of $3,070,618.

As of December

31, 2025, the Company had cash of $5,106,872 available to fund its operations.

The Company has not generated recurring revenues since

inception and has incurred negative operating cash flows as it advances its clinical development programs.

Company is currently engaged in early-stage clinical trials for its lead product candidate, LB-100.

These activities require substantial

research, development, regulatory, and clinical expenditures, and the Company does not expect to generate sustainable operating revenues

for several years, if ever.

At March 31, 2026, the Company’s remaining contractual commitments pursuant to clinical trial agreements

and clinical trial monitoring agreements aggregated approximately $496,000, which are expected to be incurred through December 31, 2027.

addition, through the acquisition of Liora Technologies Europe Ltd.

in November 2025, the Company assumed responsibility for the non-clinical

LiGHT proton therapy prototype located at the Daresbury Laboratory in the United Kingdom.

The Company expects to incur approximately

$2 million over the next twenty-four months to recommission and update the system, together with annual lease obligations of approximately

$787,278 under an operating lease with the United Kingdom Research and Innovation.

Liora currently has no revenues, and the Company will

require additional capital to fund these activities.

is actively evaluating and pursuing additional financing alternatives, including equity and debt financings and potential strategic transactions.

However, there can be no assurance that additional funding will be available on acceptable terms, in sufficient amounts, or at all.

the Company is unable to obtain the necessary funding, it may be required to delay, scale back, or eliminate its clinical development

curtail expenditures related to the LiGHT system;

or pursue strategic alternatives, including potential asset sales or the

cessation of operations.

The consolidated financial statements have been

prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome

of this uncertainty.

December 31, 2025, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet

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its other ongoing operating expenses, including maintaining and developing its patent portfolio.

For the years ended December 31, 2024 and 2023, the Company had no investing activities.

For the year ended December 31, 2025, the Company had investing activities for the cash portion of the purchase of

Liora in the amount of $440,000 and purchase of digital assets $2,637,360, that were transferred to the third party seller for the

Investment in Liora.

In addition, capitalized transaction costs totaled $95,102.

For the year ended December 31, 2024, the Company

had no investing activities.

For the year ended December 31, 2025, financing activities consisted primarily of the gross proceeds from the sale of

securities in the Company’s registered direct offering of $11,900,000, reduced by offering costs of $1,634,801 and $45,801 from

the exercise of common stock options..

For the year ended December 31, 2024, the Company had no financing activities.

For the year ended December 31, 2023,

financing activities consisted primarily of the gross proceeds from the sale of securities in the Company’s registered direct offering

of $3,499,964, reduced by offering costs of $362,925, and $6,281 from the exercise of common stock options.

Trial Agreements

March 14, 2025, the Company’s remaining financial contractual commitments pursuant to clinical trial agreements and clinical trial

December 31, 2025, the Company’s remaining financial contractual commitments pursuant to clinical trial agreements and clinical trial

monitoring agreements not yet incurred, as described below, aggregated $496,000, including clinical trial agreements of $293,000 and

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Related to the Development and Regulatory Approval of Our Product Candidates”.

following is a summary of the Company’s ongoing contractual clinical trials described below as of March 14, 2025:

following is a summary of the Company’s ongoing contractual clinical trials described below as of December 31,

of Clinical Trial

of Preliminary Efficacy

combined with atezolizumab in microsatellite stable metastatic colorectal cancer (Phase 1b)

of Patients in Trial

Date of Preliminary Efficacy Signal

Financial Contractual Commitment

LB-100 combined

with atezolizumab in microsatellite stable metastatic colorectal cancer (Phase 1b)

Cancer Institute (NKI)

RP2D with atezolizumab

patient entered August 2024, in total two patients entered

combined with doxorubicin in advanced soft tissue sarcoma (Phase 1b)

completed September 2024

patients entered

with or without LB-100 in advanced soft tissue sarcoma (Randomized Phase 2)

trial not yet begun (subject to completion of Phase 1b GEIS clinical trial)

combined with dostarlimab in ovarian clear cell carcinoma (Phase 1b/2)

the OS of patients with recurrent ovarian clear cell carcinoma

patients entered

Company has no financial contractual commitment associated with this clinical trial at March 14, 2025.

Determine RP2D

with atezolizumab

First patient

entered August 2024, in total two patients entered

LB-100 combined with doxorubicin

in advanced soft tissue sarcoma (Phase 1b)

Enrollment completed

September 2024

Determine MTD and RP2D

Fourteen patients

Doxorubicin with or without

LB-100 in advanced soft tissue sarcoma (Randomized Phase 2)

Determine efficacy:

Clinical trial not yet

begun (subject to completion of Phase 1b GEIS clinical trial)

LB-100 combined with dostarlimab

in ovarian clear cell carcinoma (Phase 1b/2)

December 2027

Determine the OS of patients

with recurrent ovarian clear cell carcinoma

Twenty one patients entered

December 2027

The Company has no financial contractual commitment associated with this clinical trial at December 31, 2025.

Cancer Institute.

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is expected to take up to 24 months, with a maximum of 37 patients with advanced colorectal cancer to be enrolled in this study.

principal investigator of the colorectal study testing LB-100 in combination with atezolizumab is currently investigating two Serious

Adverse Events (“SAEs”) observed in the clinical trial (see “Specific Risks Associated with the Company’s Business

Activities – Serious Adverse Events” above for additional information).

principal investigator of the colorectal study testing LB-100 in combination with atezolizumab has completed the investigation into two

Serious Adverse Events (“SAEs”) observed in the clinical trial (see “Specific Risks Associated with the Company’s

Business Activities – Serious Adverse Events” above for additional information).

Company has no financial contractual commitment associated with this clinical trial.

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evaluating patient accrual through June 30, 2024, the Company and City of Hope agreed to close the clinical trial.

Pursuant to the terms

of the Agreement, the Company provided notice to City of Hope of the Company’s intent to terminate the Agreement effective as of

July 8, 2024.

Upon closure, the Company incurred a prorated charge of $207,004 for the cost of patients enrolled to date, which is included

in accounts payable and accrued expenses at December 31, 2024.

Pursuant to the

terms of the Agreement, the Company provided notice to City of Hope of the Company’s intent to terminate the Agreement

effective as of July 8, 2024.

Upon closure, the Company incurred a prorated charge of $207,004 for the cost of patients enrolled to

date, which is included in accounts payable and accrued expenses at December 31, 2025 and 2024.

the year ended December 31, 2025 and 2024, the Company incurred costs of $0 and $285,019, respectively, pursuant to this Agreement.

As of December 31, 2024, total costs of $732,532 had been incurred pursuant to this Agreement.

of December 31, 2025, total costs of $732,532 had been incurred pursuant to this Agreement.

Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with the

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The Company expects

to have data on toxicity and preliminary efficacy from this portion of the clinical trial during the quarter ending December 31, 2025.

to have data on toxicity and preliminary efficacy from this portion of the clinical trial during the quarter ending March 31, 2026.

the focus on the combination of LB-100 with immunotherapy in ovarian clear cell carcinoma and colorectal cancer and the availability

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Agreement of approximately $3,095,000.

As a result, it is uncertain as to whether the Phase 2 portion of this clinical trial will proceed.

As a result, the Phase 2 portion of this clinical trial will not proceed, and the trial will be

closed after completion of the first phase in Q1 2026.

Company’s agreement with GEIS provided for various payments based on achieving specific milestones over the term of the agreement.

During the years ended December 31, 2025 and 2024, the Company incurred costs of $0 and $268,829, respectively, pursuant to this agreement.

Through December 31, 2024, the Company has incurred charges of $684,652 for work done under this agreement through the fourth milestone.

Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $293,000

for the Phase 1b portion of this clinical trial as of March 14, 2025, which is scheduled to be incurred through December 31, 2025.

the work is being conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the

United States Dollar and the Euro.

Such fluctuations are recorded in the consolidated statements of operations as foreign currency gain

or loss, as appropriate, and have not been significant.

for the Phase 1b portion of this clinical trial as of December 31, 2025, which is scheduled to be incurred Q1, 2026.

As the work is being

conducted in Europe and is paid for in Euros, final costs are subject to foreign currency fluctuations between the United States Dollar

and the Euro.

Such fluctuations are recorded in the consolidated statements of operations as foreign currency gain or loss, as appropriate,

and have not been significant.

Anderson Cancer Center Clinical Trial .

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Patient recruitment is underway, and the first patient has been dosed.

Effective August 20, 2018, the Company entered into a Clinical Trial Research Agreement with the Moffitt Cancer Center and Research

Institute Hospital Inc., Tampa, Florida (“Moffitt”), effective for a term of five years.

Pursuant to the Clinical Trial Research

Agreement, Moffitt agreed to conduct and manage a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of the Company’s

lead anti-cancer clinical compound LB-100 to be administered intravenously in patients with low or intermediate-1 risk myelodysplastic

syndrome (“MDS”).

November 2018, the Company received approval from the U.S.

Food and Drug Administration for its Investigational New Drug (“IND”)

Application to conduct a Phase 1b/2 clinical trial to evaluate the toxicity and therapeutic benefit of LB-100 in patients with low and

intermediate-1 risk MDS who had failed or were intolerant of standard treatment.

This Phase 1b/2 clinical trial utilized LB-100 as a

single agent in the treatment of patients with low and intermediate-1 risk MDS.

clinical trial began at a single site in April 2019 and the first patient was entered into the clinical trial in July 2019.

year ended December 31, 2023, the clinical trial was closed.

Although the maximum tolerated dose (“MTD”) was not achieved,

there was no dose-limiting toxicity noted.

the years ended December 31, 2024 and 2023, the Company incurred costs of $0 and $16,165, respectively, pursuant to this agreement.

of December 31, 2024, total costs of $147,239 had been incurred pursuant to this agreement.

September 2023, the Company decided not to pursue further studies in MDS, as other, more promising, opportunities had become available

(see “Patent and License Agreements - Moffitt” below).

Cancer Institute Pharmacologic Clinical Trial.

In May 2019, the National Cancer Institute (“NCI”) initiated a glioblastoma

(“GBM”) pharmacologic clinical trial.

This study was being conducted and funded by the NCI under a Cooperative Research and

Development Agreement, with the Company responsible for providing the LB-100 clinical compound.

malignant brain tumors (gliomas) are very challenging to treat.

Radiation combined with the chemotherapeutic drug temozolomide has been

the mainstay of therapy of the most aggressive gliomas (glioblastoma multiforme or GBM) for decades, with little further benefit gained

by the addition of one or more anti-cancer drugs, but without major advances in overall survival for the majority of patients.

models of GBM, the Company’s novel protein phosphatase inhibitor, LB-100, has been found to enhance the effectiveness of radiation,

temozolomide chemotherapy treatments and immunotherapy, raising the possibility that LB-100 may improve outcomes of standard GBM treatment

in the clinic.

Although LB-100 has proven safe in patients at doses associated with apparent anti-tumor activity against several human

cancers arising outside the brain, the ability of LB-100 to penetrate tumor tissue arising in the brain was not known.

Many drugs potentially

useful for GBM treatment do not enter the brain in amounts necessary for anti-cancer action.

NCI study was designed to determine the extent to which LB-100 enters recurrent malignant gliomas.

Patients having surgery to remove

one or more tumors received one dose of LB-100 prior to surgery and had blood and tumor tissue analyzed to determine the amount of LB-100

present and to determine whether the cells in the tumors showed the biochemical changes expected to be present if LB-100 reached its

molecular target.

As a result of the innovative design of the NCI study, it was believed that data from a few patients would be sufficient

to provide a sound rationale for conducting a larger clinical trial to determine the effectiveness of adding LB-100 to the standard treatment

regimen for GBMs.

Blood and brain tumor tissue were analyzed from seven patients after intravenous infusion of a single dose of LB-100.

Results of the investigation demonstrated that there was virtually no entry of LB-100 into the brain tumor tissue.

Accordingly, alternative

methods of drug delivery will be required to determine if LB-100 has meaningful clinical anti-cancer activity against glioblastoma multiforme

and other aggressive brain tumors.

December 23, 2025 we announced that we are going to expand the enrollment of the trial from 21 to 42 patients in collaboration with GSK,

MD Anderson and Northwestern University.

We completed the enrollment of the first 21 patients in Q4, 2025 and expect patient 22 to be

enrolled in Q1 2026.

Trial Monitoring Agreements

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During the year ended December

31, 2024, the Company incurred costs of $26,763 pursuant to this letter of intent and subsequent work order.

As of December 31, 2024,

total costs of $26,763 have been incurred pursuant to this letter of intent and subsequent work order.

31, 2025 and 2024, the Company incurred costs of $21,706 and $26,763, respectively, pursuant to this letter of intent and subsequent

As of December 31, 2025, total costs of $46,598 have been incurred pursuant to this letter of intent and subsequent work

Company’s aggregate commitment pursuant to this letter of intent, less amounts previously paid to date, totaled approximately $48,000

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of $0 and $10,642, respectively, pursuant to this work order.

As of December 31, 2024, total costs of $89,323 had been incurred

pursuant to this work order agreement.

a result of the closure of the Agreement with City of Hope effective July 8, 2024 (see “Clinical Trial Agreements – City

of Hope” above), the work order agreement with Theradex to monitor this clinical trial was concurrently terminated, although nominal

oversight trailing costs subsequent to July 8, 2024 are expected to be incurred relating to the closure of this study.

As of December 31, 2025, total costs of $89,323 had been incurred pursuant

to this work order agreement.

As a result of the closure of the Agreement with City of Hope effective July 8, 2024, the work order was

terminated on July 8, 2024.

On June 22, 2023, the Company finalized a work order agreement with Theradex, to monitor the GEIS investigator-initiated clinical

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2024 and 2023, the Company incurred costs of $34,593 and $14,862, respectively, pursuant to this work order.

As of December 31, 2024,

total costs of $49,455 have been incurred pursuant to this work order agreement.

Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled

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has been obtained.

Company is obligated to pay the NIH a non-creditable, non-refundable license issue royalty of $50,000 and a first minimum annual royalty

within sixty days from the effective date of the Agreement.

Company paid NIH a non-creditable, non-refundable license issue royalty of $50,000.

The first minimum annual royalty of $25,643 was prorated from the effective

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1 and may be credited against any earned royalties due for sales made in that year.

The license issue royalty of $50,000 and the first

minimum annual royalty of $25,643, were paid in April 2024.

The second minimum annual royalty for 2025 of $30,000, was paid in December

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sixty days of receipt of such sublicensing revenue.

the year ended December 31, 2024, the Company incurred costs of $75,643 in connection with its obligations under the License Agreement.

Such costs when incurred have been included in general and administrative costs in the Company’s consolidated statement of operations.

As of December 31, 2024, total costs of $75,643 have been incurred pursuant to this agreement.

The Company’s aggregate commitment

pursuant to this agreement, less amounts previously paid to date, totaled approximately $1,795,000 as of December 31, 2024, which is

expected to be incurred over approximately the next twenty years.

Effective August 20, 2018, the Company entered into an Exclusive License Agreement with Moffitt.

Pursuant to the License Agreement,

Moffitt granted the Company an exclusive license under certain patents owned by Moffitt (the “Licensed Patents”) relating

to the treatment of MDS and a non-exclusive license under inventions, concepts, processes, information, data, know-how, research results,

clinical data, and the like (other than the Licensed Patents) necessary or useful for the practice of any claim under the Licensed Patents

or the use, development, manufacture or sale of any product for the treatment of MDS which would otherwise infringe a valid claim under

the Licensed Patents.

October 4, 2023, the Company received a counter-signed termination letter dated September 29, 2023 with respect to the Exclusive License

Agreement dated August 20, 2018 between the Company and Moffitt, effective September 30, 2023.

The Company and Moffitt agreed that no

termination fee was due or payable by the Company, and Moffitt acknowledged that no payments are owed by the Company under the Agreement.

the year ended December 31, 2023, the Company recorded a credit to operations of $9,109 representing the reversal of obligations previously

recorded with respect to the Exclusive License Agreement.

the years ended December 31, 2025 and 2024, the Company incurred costs of $30,000 and $75,643 in connection with its obligations

under the License Agreement.

The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately

$1,765,000 as of December 31, 2025, which is expected to be incurred over approximately the next nineteen years.

Significant Agreements and Contracts

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The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods unless terminated

by a party not less than 60 days prior to the expiration of the applicable period.

by a party prior to the expiration of the applicable period.

In connection with the Collaboration Agreement, the

Company agreed to pay BioPharmaWorks a monthly fee of $10,000, subject to the right of the Company to pay a negotiated hourly rate in

lieu of the monthly fee.

Company agreed to pay BioPharmaWorks a monthly fee of $10,000.

Effective March 1, 2024, the compensation payable under the Collaboration Agreement was converted to an hourly

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to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations.

As of December 31, 2024, total costs of $695,918 have been incurred pursuant to this agreement.

The Company’s aggregate commitment

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pursuant to this contract.

As of December 31, 2024, total costs of $340,522 have been incurred pursuant to this contract.

Company’s aggregate commitment pursuant to this contract, less amounts previously paid to date, totaled approximately $118,000

as of December 31, 2024.

Events and Uncertainties

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

What changed 10-K

Item 7. Management’s Discussion and Analysis