What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-24 · 1569 added, 1650 removed, 1270 unchanged (72% of the section changed)

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the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted

or terminated a “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

As of December

31, 2024, the Company did not have a “Rule 10b5-1 trading arrangement” in effect with respect to its securities.

“Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

As of December 31, 2025, the

Company did not have a “Rule 10b5-1 trading arrangement” in effect with respect to its securities.

Trading Policy

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of each director and executive officers and an indication of directorships held by each director in other companies subject to the reporting

requirements under the Federal securities laws are provided herein below.

requirements under the Federal securities laws are provided below.

Also provided are the biographies of the members of the Scientific

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Chief Executive Officer, and Chairman of the Board of Directors

and Chief Medical Officer

President and Chief Financial Officer, Secretary

René Bernards

Bastiaan van der Baan

Chief Scientific Officer

Peter Stazzone

Chief Financial Officer

Michael Holloway

Lourdes Felix

of Directors and Executive Officers

June 16, 2025.

Pursglove was appointed as the Company’s Chairman of the Board and Chief Executive Officer, and effective September

1, 2025, as President.

Prior to joining the Company, he served as President, Chief Executive Officer and Chairman of the Board of Beyond

Commerce, Inc.

He was also President of Service 800 Inc., a leading phone and online customer satisfaction survey service

that provided actionable customer feedback to Fortune 500 companies globally in which he led operations, scaled revenue and oversaw the

company’s strategic vision.

He held a board position at SemiCab Holdings, an emerging leader in the global logistics and distribution

industry that is a subsidiary of Algorhythm Holdings (NASDAQ:

Pursglove also serves as Chief Executive Officer and a director of

Powell Max Ltd (Nasdaq:

Additionally, he serves as the managing director of 2GP Group LLC where

he built multiple businesses in sports, sales, marketing and logistics.

Pursglove has over a decade of experience in M&A, public

market space, capital raising, funding growth, scaling businesses and driving innovation.

Bastiaan van der Baan

(“Bas”) van der Baan was appointed to the Company’s Board of Directors effective June 17, 2022.

September 26, 2023, Mr.

Effective September

26, 2023, Mr.

van der Baan replaced the Company’s founder, Dr.

Kovach, as President and Chief Executive Officer.

Kovach passed away on October 5, 2023.

passed away on October 5, 2023.

Effective October 6, 2023, as a result of the passing of Dr.

van der Baan was

appointed as Chairman of the Board of Directors.

van der Baan was appointed as

Chairman of the Board of Directors.

van der Baan has over 20 years of experience in the biotechnology industry, with a key focus on oncology and diagnostics.

He has extensive

knowhow in the process of managing a compound from clinical development to reimbursement and commercialization, as well as the establishment

know-how in the process of managing a compound from clinical development to reimbursement and commercialization, as well as the establishment

of partnerships with the pharmaceutical industry, academic collaborators, distributors, insurance companies and governments to successfully

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cancer treatment, and Oncosence, an oncology drug development company using senescence as target for drug development.

Baan started his career in 1997 at a specialty chemicals division of Unilever that was acquired by ICI.

joined Kreatech, a biotechnology company acquired by Leica that specialized in life science reagents for gene expression,

DNA and protein analysis.

van der Baan holds a Master’s Degree in Molecular Sciences from the Wageningen University in the

Schellens, M.D., Ph.D.

Schellens was appointed as our Chief Medical Officer effective August 1, 2024.

Schellens has more than 25 years of clinical experience

as a medical oncologist, pharmacologist and clinical pharmacologist, including more than two decades developing and bringing new drugs

Co-author of more than 900 publications in peer-reviewed scientific journals, Dr.

Schellens has held leadership positions

at the Netherlands Cancer Institute in Amsterdam and the Dr.

Daniel den Hoed Clinic-Erasmus University in Rotterdam.

He was professor

of clinical pharmacology at Utrecht University in the Netherlands, where he earned his M.D.

degree, and he served as a board member and

Chief Medical Officer of Byondis B.V.

from January 2019 through September 2023.

He also earned a Ph.D.

degree in Pharmaceutical Sciences

from Leiden University in Leiden, Netherlands.

Schellens served for 17 years as a board member of the Dutch Medicines Evaluation

Board and for 12 years as a member and chairperson of the Scientific Advisory Board Oncology of the EMA.

From 2016 to the present, he

has served as a part-time Chief Medical Officer of Modra Pharmaceuticals B.V., an Amsterdam-based company that successfully completed

a Phase 2b clinical study of ModraDoc006/r, a boosted oral taxane therapeutic, in contrast to the standard-of-care IV chemotherapy docetaxel,

in patients with prostate cancer.

Schellens plays a leadership role in the planning, implementation and oversight of the Company’s clinical trials and is responsible

for assisting in the development of strategic clinical goals and the implementation and safety monitoring of investigational studies.

Schellens is the primary medical monitor for all clinical investigational studies, and for the oversight of third party CRO monitors.

He is responsible for the regulatory strategy and implementation of the strategy and the primary contact for regulators.

works closely with the Company’s Chief Executive Officer on the development of strategic goals needed to ensure the timely implementation

of appropriate clinical studies needed for the successful registration of therapeutics products.

Schellens services are principally

rendered in the Netherlands.

Weingarten was appointed to serve as our Vice President and Chief Financial Officer effective August 12, 2020.

Weingarten is an experienced

business consultant and advisor with a consulting practice focusing on accounting and SEC compliance issues.

Weingarten was familiar

with the financial and business operations of the Company, as he had provided accounting and financial consulting services to the Company

for a number of years prior to his appointment as Vice President and Chief Financial Officer with respect to the preparation of the Company’s

consolidated financial statements and certain other financial and compliance matters.

Weingarten has provided such financial consulting and advisory services, has acted as chief financial officer, and has served

on the boards of directors of numerous public companies in various stages of development, operation or reorganization.

has experience in a variety of industries, including the pharmaceutical industry.

Weingarten was a Director of Guardion Health Sciences, Inc.

since June 2015 and was Chairman of its Board of Directors from July 2020

through October 2024.

Weingarten also served on the audit, compensation, and nominating and corporate governance committees of Guardion

Health Sciences, Inc.

during such period.

Previously, Mr.

Weingarten served as Lead Director on Guardion’s Board of Directors from

January 2017 through March 2020.

Weingarten received a B.A.

in Accounting from the University of Washington in 1974, an M.B.A.

Finance from the University of Southern California in 1975, and is a Certified Public Accountant (inactive) in the State of California.

Forman, M.D., was appointed to our Board of Directors effective May 13, 2016.

Forman is an internationally recognized expert in

hematologic malignancies and bone marrow transplantation, and is a leader in preclinical and clinical cancer research.

appointed to our Board of Directors on May 13, 2016.

He is co-editor of Thomas’ Hematopoietic Cell Transplantation, a definitive

textbook for clinicians, scientists and health care professionals.

Forman is the Francis and Kathleen McNamara Distinguished Chair

in Hematology and Hematopoietic Cell Transplantation at the City of Hope Comprehensive Cancer Center, a position he has held since 1987.

nearly 40 years at the City of Hope, Dr.

Forman has been instrumental in advancing the survival rates for patients suffering from cancers

of the blood and immune system such as leukemia, lymphoma and myeloma.

Director of the T Cell Immunotherapy Research Laboratory, his current research is focused on cancer immunotherapy, using the body’s

own immune system to attack cancer.

Pharmacological enhancement of patients’ immune responses to their cancers is of special interest

to the Company, as the enzyme target of its lead clinical compound, LB-100, has been reported to be critical to immune function.

Forman’s current work centers on T-cells and their cancer-fighting potential.

Yen, M.D., Ph.D., F.A.C.P., was appointed to our Board of Directors effective August 4, 2018.

Yen is a physician, scientist, innovator,

and philanthropist.

Yen was appointed to our Board of Directors on August 4, 2018.

He is widely regarded as an expert in ribonucleotide

reductase, a critical target in cancer therapy and diagnostics.

He is President Emeritus of Taipei Medical University (TMU) and Chair

Professor of the Ph.D.

Program for Cancer Biology and Drug Discovery.

Prior to TMU, Dr.

Yen was the Allen and Lee Chao Endowed Chair

in Developmental Cancer Therapeutics, Chair of Molecular Pharmacology Department, Associate Director for Translational Research, and

Co-Director of the Developmental Cancer Therapeutics Program at the City of Hope NCI-designated Comprehensive Cancer Center, Duarte California.

He has published more than 300 peer-reviewed articles, holds over 60 patents, and has commercialized multiple methodologies involving

nanoparticles, small and large molecule drugs, biomarkers, stem cells, and medical devices.

Yen has also founded philanthropic organizations

aimed at serving the global cancer community and holds membership in numerous professional societies.

He serves on the boards of Fulgent

Genetics and Tanvex BioPharma Inc.

Brown was appointed to our Board of Directors effective May 11, 2021.

Brown has been a practicing accountant for over thirty years.

Her practice has a wide range of clients, varying in size, industry and geographic locations, including large national corporations listed

on the New York Stock Exchange, as well as Southern California businesses.

Other clients consist of professionals, wholesalers and high

net worth individuals.

Many of her clients have international and cross-border operations.

a consequence of her depth of experience, she regularly assists other professionals with their client’s issues and performs tax

research and analysis in connection with litigation and other matters, including marital dissolution, tax and accounting with respect

to mergers and acquisitions, implementation of internal controls, and extensive work in the area of trusts and estates.

International

tax matters and compliance are also a significant part of her practice.

Brown is a member in good standing of the California Society

of CPAs and the American Institute of Certified Public Accountants and has appeared as a speaker before both organizations.

René Bernards

René Bernards was appointed to our Board of Directors effective June 15, 2022.

Bernards is a leader in the field of molecular

carcinogenesis, working at the Netherlands Cancer Institute in Amsterdam.

His research focuses on identifying effective new drug combinations,

new drug targets, and mechanisms of resistance to anti-cancer drugs.

He has also co-founded four biotechnology companies to bring his

scientific discoveries to clinical oncology practice.

He is a member of the Royal Netherlands Academy of Sciences, an International Honorary

Member of the American Academy of Arts and Sciences and an International Member of the National Academy of Sciences (USA).

Additionally,

he is a fellow of the American Association for Cancer Research (AACR).

Bernards has presented new data on the unexpected effectiveness

of the Company’s lead clinical compound, LB-100, when given with a variety of standard and investigational anti-cancer compounds

that have only modest activity on their own.

started his career in 1997 at a specialty chemicals division of Unilever that was acquired by ICI.

van der Baan joined Kreatech,

a biotechnology company acquired by Leica that specialized in life science reagents for gene expression, DNA and protein analysis.

van der Baan holds a Masters Degree in Molecular Sciences from the Wageningen University in the Netherlands.

September 1, 2025, the Company appointed Peter Stazzone as Chief Financial Officer.

Stazzone is a senior finance

and business development executive with over 20 years of experience in finance and operations management within start-ups, high-growth

and multi-billion-dollar organizations.

He is an experienced board member in both public and non-profit sectors.

He earned his Master

of Business Administration (Finance) from DePaul University and his Bachelor of Science (Accounting) from the University of Illinois.

He is also a member of the American Institute of Certified Public Accountants.

From 2021 to his appointment with the Company, he acted

as the Chief Financial Officer of Beyond Commerce, Inc., a publicly traded company operating in the Business-to-Business Internet Marketing

Technology and Services, electric vehicles and logistics markets.

From 2016 to 2021, he was the Chief Financial Officer of Strainz, Inc.,

a leading cannabis brand and manufacturing company operating in Colorado, Washington and Nevada.

Jason Sawyer is a 30-year veteran of the alternative investment industry and General Manager of Access Alternative Group S.A.

a Nassau-based venture investment and advisory firm.

Based in Cancún, Mexico, he has led over $200 million in early and growth-stage

investments across sectors including fintech, biotech, software, energy, and consumer products, partnering with leading family offices

and institutions.

Previously a Principal at Crane Capital (sold to Bear Stearns), he co-founded Candlebrook Capital and has raised over

$3.5 billion for top-tier managers including Blackstone and Gottex.

He has also co-founded and financed companies such as Caary Capital,

Pacific West Stone, Sanna Health, and California Fitness, with successful exits and institutional backing.

He currently leads finance

and M&A for Quantum BioPharma (Nasdaq:

QNTM) and serves on the board of The FUTR Corp (TSX.V:

Michael Holloway

Dr.Holloway is

an accomplished Emergency Medicine Physician and Medical Affairs executive.

He has extensive experience spanning diverse healthcare environments

across British Columbia, Alberta and Ontario.

He has demonstrated leadership and medical innovation at Vice President level.

proven track record in policy development, board governance and strategic consulting in healthcare and other fields.

He also has extensive

exposure to early-stage companies in multiple fields, including med-tech.

Holloway has served as an Emergency Medicine Physician at Fraser and Vancouver Coastal Health Authorities.

to the present, he has served as the Vice President of Medical Affairs and Director at Life 360 Innovations, Inc.

a medical device company

in Vancouver, British Columbia.

He served as an advisor for Emergency Medicine services for the province of British Columbia from 2000-2019.

Holloway has a Doctor of Medicine, Family Practice Residency, Emergency Medicine Specialty from the University of Alberta,

University of Calgary.

He obtained an Honors Bachelor of Arts in Business Administration from the Richard Ivey School of Business, University

of Western Ontario.

Felix is a Hispanic entrepreneur and seasoned executive with over 30 years of experience in management, corporate finance, capital markets,

public accounting, and the private sector—including 15 years in executive leadership.

She currently serves as CEO, CFO, and Director

of BioCorRx Inc.

BICX), a biotechnology company specializing in addiction treatment solutions.

founding member and President of BioCorRx Pharmaceuticals Inc., she oversees commercialization and development of addiction and related

disorder treatments, regulatory recruitment, strategic planning, and M&A activities.

Lourdes led the launch of UnCraveRx, a weight-loss

program introduced in 2019, and in 2025, negotiated the company’s acquisition of its first FDA-approved drug, LUCEMYRA® (lofexidine).

for her strategic financial leadership, she has secured over $40 million in equity and non-dilutive funding, and has extensive experience

in SEC reporting, compliance, and risk management.

Prior to BioCorRx, she worked in public accounting and the private sector, with deep

expertise in GAAP, SEC, and SOX compliance, financial operations, and internal controls.

2023 to the present, Ms.

Felix has served as a Board Member and Compensation Committee Chair of Avalon GloboCare Corporation (NASDAQ:

ALBT), and from 2024 to the present as a Board Member and Audit Committee Chair of La Rosa Holdings Corp.

in Spanish and active in the Hispanic community, Lourdes holds a B.S.

in Accounting with a concentration in Business Management from

the University of Phoenix.

Primus is an accomplished executive and investor with extensive experience leading innovation across technology, media, and applied engineering.

Primus is currently Managing Director of Thrillerdome, a consultancy focused on innovation strategy, intellectual property development,

and commercialization.

2020 to 2023, Mr.

Primus was Chief Executive Officer of Valence Enterprise, a technology platform leveraging analytics and data intelligence

to enhance business connectivity.

From 2014 to 2020, Mr.

Primus was Chief Executive Officer of The Virtual Reality Company, a pioneer

in cinematic virtual and augmented reality as well as Chief Operating Officer of Overbrook Entertainment, a diversified media company.

Primus also previously was a consultant with Keanry Management Consultants.

Primus is an inventor credited with multiple patents related to emotion-based data and user experience systems.

He previously served

as Chairman of the Advisory Board for the Georgia Tech School of Industrial and Systems engineering.

Primus earned both his Bachelors

and Masters Degree in Industrial Engineering from Georgia Tech and an MBA from Harvard Business School.

Relationships

Forman, the Company’s Vice President and Chief Operating Officer during the years ended December 31, 2024, 2023 and 2022 was the

Forman, the Company’s Vice President and Chief Operating Officer during the year ended December 31, 2024, was the

son of board member Dr.

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and pre-approving audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

accounting and financial controls with the independent auditors and our financial and accounting

and approving transactions between us and our directors, officers and affiliates;

● establishing

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any;

the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement.

audit committee currently consists of Regina Brown, Dr.

Yun Yen and Dr.

René Bernards, with Ms.

Brown serving as chair.

of Directors has determined that each of the committee members meet the definition of an “independent director,” as defined

under Nasdaq rules, and that they each meet the independence standards under Rule 10A-3 of the Exchange Act.

Each member of our audit

committee meets the financial literacy requirements of the Nasdaq rules.

the report of the audit committee that the rules of the SEC require to be included in our

annual meeting proxy statement.

audit committee currently consists of Lourdes Felix, Jason Sawyer, and Guy Primus, with Mrs.

Felix serving as Chair.

Our Board of Directors

has determined that each of the committee members meet the definition of an “independent director,” as defined under Nasdaq

rules, and that they each meet the independence standards under Rule 10A-3 of the Exchange Act.

Each member of our audit committee meets

the financial literacy requirements of the Nasdaq rules.

In addition, our Board of Directors has determined that Ms.

Brown qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Board of Directors has adopted a written charter for the audit committee, which is available on our corporate website at www.lixte.com.

Brown qualifies

as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Board of Directors

has adopted a written charter for the audit committee, which is available on our corporate website at www.lixte.com .

compensation committee is responsible for, among other things:

and recommending the compensation arrangements for executive management;

and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

● establishing

and reviewing general compensation policies with the objective to attract and retain superior

talent, to reward individual performance and to achieve our financial goals;

● administering

our stock incentive plans;

the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

compensation committee currently consists of Dr.

Yun Yen, Regina Brown and Dr.

René Bernards, with Dr.

Yen serving as chair.

Board of Directors has determined that each of the three committee members meet the definition of an “independent director”,

as defined under Nasdaq rules.

Our Board of Directors has adopted a written charter for the compensation committee, which is available

on our corporate website at www.lixte.com.

the report of the compensation committee that the rules of the SEC require to be included

in our annual meeting proxy statement.

compensation committee currently consists of Jason Sawyer, Lourdes Felix, and Guy Primus, with Mr.

Sawyer serving as Chair.

of Directors has determined that each of the three committee members meet the definition of an “independent director”, as

defined under Nasdaq rules.

Our Board of Directors has adopted a written charter for the compensation committee, which is available on

our corporate website at www.lixte.com .

and Corporate Governance

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Secretary, Lixte Biotechnology Holdings,

Inc., 680 East Colorado Boulevard, Suite 180, Pasadena, California 91101.

Inc.,433 Plaza Real, Suite 275, Boca Raton, Florida 33432.

on Liability and Indemnification Matters

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breach of the director’s duty of loyalty to the corporation or its stockholders;

act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation

act or omission not in good faith or that involves intentional misconduct or a knowing violation

payments of dividends or unlawful stock repurchases or redemptions as provided in Section

174 of the Delaware General Corporation Law;

transaction from which the director derived an improper personal benefit.

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COMPENSATION TABLE

Incentive Plan Compensation

Non-Qualified

Deferred Compensation Earnings

Other Compensation

van der Baan (6)

Bas van der Baan (6)

Weingarten (4)

Schellens (7)

Pursglove (8)

Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model.

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exercisable for a period of five years at $2.39 per share and valued at $1.938 per share.

were no option exercises by officers during the years ended December 31, 2024, 2023 or 2022.

Effective as of July 31, 2025, the Company agreed to accept the resignation of Dr.

Schellens and to terminate his consulting agreement

Schellens to pursue other employment opportunities.

Geordan Pursglove was appointed as Chief Executive Officer effective as of July 3, 2025.

In connecrrion with his employment agreement,

Pursglove was granted a stock option to purchase 350,000 shares of the Company’s common stock at an exercise price

of $2.83 per share for a period of five years, exercisable on a cashless basis and valued at $2.0819 per share.

Peter Stazzone was appointed as Chief Financial Officer on September 1,2025.

In connection with his employment agreement, Mr.

was awarded an option grant for 50,000 shares of common stock, exercisable for a period of five years at $4.45 per share and

valued at $3.4614 per share.

were no o ption exercises by officers during the years ended December

31, 2025, 2024 or 2023.

Equity Awards at December 31, 2025

table set forth below presents information regarding outstanding stock options held by our named executive officers as of December 31,

OF SECURITIES UNDERLYING

UNEXERCISABLE

Geordan Pursglove

Bas van der Baan

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September 26, 2028

Peter Stazzone

September 1, 2025

August 1, 2020

July 31, 2025

November 6, 2022

July 31, 2025

August 12, 2020

August 12, 2025

November 6, 2022

November 6, 2027

August 12, 2020

August 12, 2025

November 6, 2022

December 31, 2025

September 1, 2025

September 1, 2030

Granted in his capacity as a Director before date of officer appointment on September 26, 2023.

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to purchase 15,000 shares of the Company’s common stock.

Effective as of July 31, 2025, the Company agreed to accept the resignation of Dr.

Schellens and to terminate his

consulting agreement, to allow Dr.

Schellens to pursue other employment opportunities.

On August 12, 2020, the Company entered into an employment agreement with Robert N.

Weingarten pursuant to which Mr.

Weingarten pursuant to which

Weingarten was appointed as the Company’s Vice-President and Chief Financial Officer, with an annual salary of $120,000.

May 1, 2021, Mr.

Effective May 1, 2021, Mr.

Weingarten’s annual salary was increased to $175,000.

Weingarten was also granted stock options to acquire

5,833 shares of the Company’s common stock.

The effective date of the agreement was August 12, 2020 and remained in effect until

the earlier of (i) one year from the effective date, automatically renewable for additional one-year periods unless terminated by either

party upon 60 days written notice prior to the end of the applicable one-year period, (ii) his death, or (iii) termination for cause.

Weingarten was also granted stock options

to acquire 5,833 shares of the Company’s common stock.

The effective date of the agreement was August 12, 2020 and remained in

effect until the earlier of (i) one year from the effective date, automatically renewable for additional one-year periods unless

terminated by either party upon 60 days written notice prior to the end of the applicable one-year period, (ii) his death, or (iii)

termination for cause.

The employment agreement with Mr.

Weingarten terminated upon his resignation as an officer of the Company effective

August 31, 2025.

van der Baan .

4 unchanged sentences

Kovach on October 5, 2023.

van der Baan’s annual salary may be increased from time to time at the sole discretion of the Board of Directors.

van der Baan’s annual salary may be increased from time to time at the sole discretion of the

Board of Directors.

In addition, Mr.

van der Baan will be eligible to receive an annual bonus as determined at the sole discretion of the Board of Directors.

van der Baan was also granted stock options to acquire 250,000 shares of the Company’s common stock.

van der Baan will be eligible to receive an annual bonus as determined at the sole discretion

of the Board of Directors.

van der Baan was also granted stock options to acquire 250,000 shares of the Company’s common

The term of the employment agreement is for three years and is automatically renewable for a dditional

one-year periods unless terminated by either party, subject to early termination provisions as described in the employment

Effective September 1, 2025, Mr.

van der Bann resigned as President, but remained as the Company’s Chief Scientific

The term of the employment agreement was for three years and is automatically renewable for additional one-year periods

unless terminated by either party, subject to early termination provisions as described in the employment

Effective June 16, 2025, the Company entered into an employment agreement with Mr.

Pursglove to act as the Company’s

Chairman of the Board and Chief Executive Officer, and effective September 1, 2025, as President with an annual salary of $240,000.

Pursglove’s annual salary may be increased from time to time at the sole discretion of the Board of Directors.

In addition, Mr.

Pursglove will be eligible to receive an annual bonus as determined at the sole discretion of the Board of Directors.

Pursglove was

also granted stock options to acquire 350,000 shares of the Company’s common stock.

The term of the employment agreement is for

three years and is automatically renewable for additional one-year periods unless terminated by either party, subject to early termination

provisions as described in the employment agreement.

Effective September 1, 2025, the Company appointed Peter Stazzone as Chief Financial Officer with an annual salary

Stazzone’s annual salary may be increased from time to time at the sole discretion of the Board of Directors.

In addition, Mr.

Stazzone will be eligible to receive an annual bonus as determined at the sole discretion of the Board of Directors.

Stazzone was also granted stock options to acquire 50,000 shares of the Company’s common stock.

The term of the employment

agreement is for three years and is automatically renewable for additional one-year periods unless terminated by either party, subject

agreement is for one years and is automatically renewable for additional one-year periods unless terminated by either party, subject

to early termination provisions as described in the employment agreement.

and Practices – Option Grants

and Prac tices – Option Grants

The Company has a comprehensive compensation program for its non-officer directors for their service on the Board of Directors.

33 unchanged sentences

of Directors Compensation

May 11, 2021, the Board of Directors appointed Regina Brown to the Board of Directors.

In connection with her appointment to the Board

of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors,

Brown was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years

at an exercise price of $28.00 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder

vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service.

The fair value

of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $658,363 ($2.6335 per

share), of which $329,188 was attributable to the portion of the stock options fully vested on May 11, 2021 and was therefore charged

to operations on that date.

The remaining unvested portion of the fair value of the stock options was charged to operations ratably from

May 11, 2021 through June 30, 2023.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded charges to general

and administrative costs in the consolidated statement of operations of $76,388, $154,042 and $427,944, respectively, with respect to

these stock options.

June 30, 2021, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the

Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total

of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $30.30 per share

(the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested,

subject to continued service.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model,

was determined to be $1,421,095 ($28.4225 per share), which was charged to operations ratably from July 1, 2021 through June 30, 2023.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded charges to general and administrative costs in the consolidated

statement of operations of $211,413, $638,915 and $358,200, respectively, with respect to these stock options.

as of June 15, 2022, Dr.

René Bernards was appointed to the Company’s Board of Directors.

As a new director, in lieu of

a grant of stock options, Dr.

Bernards received a one-time cash board fee of $100,000, payable immediately, and an annual cash board

fee of $40,000, payable quarterly.

During the years ended December 31, 2023 and 2022, the Company recorded charges to general and administrative

costs in the consolidated statement of operations of $62,500 and $133,873, respectively, with respect to his cash board compensation.

June 17, 2022, the Board of Directors appointed Bas van der Baan to the Board of Directors.

In connection with his appointment to the

Board of Directors, and in accordance with the Company’s cash and equity compensation package for members of the Board of Directors,

Baan was granted stock options to purchase 25,000 shares of the Company’s common stock, exercisable for a period of five years

at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder

vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service.

The fair value

of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $158,525 ($6.341 per share),

of which $79,263 was attributable to the portion of the stock options fully vested on June 17, 2022 and was therefore charged to operations

on that date.

The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from June

17, 2022 through June 30, 2024.

During the years ended December 31, 2023 and 2022, the Company recorded charges to general and administrative

costs in the consolidated statement of operations of $38,885 and $100,249, respectively, with respect to these stock options.

June 30, 2022, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the

Board of Directors, granted to each of the five non-officer directors of the Company stock options to purchase 10,000 shares (a total

of 50,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $7.40 per share

(the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested,

subject to continued service.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model,

was determined to be $316,700 ($6.334 per share), which is being charged to operations ratably from July 1, 2022 through June 30, 2024.

For the years ended December 31, 2023 and 2022, the Company recorded charges to general and administrative costs in the consolidated

statement of operations of $94,881 and $63,777, respectively, with respect to these stock options.

June 30, 2023, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the

Board of Directors, granted to each of the four non-officer directors of the Company stock options to purchase 10,000 shares (a total

of 40,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $5.88 per share

(the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested,

subject to continued service.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model,

was determined to be $192,593 ($4.8131 per share), which is being charged to operations ratably from July 1, 2023 through June 30, 2025.

For the year ended December 31, 2023, the Company recorded a total charge to general and administrative costs in the consolidated statement

of operations of $48,464 with respect to these stock options.

June 30, 2024, the Board of Directors, in accordance with the Company’s cash and equity compensation package for members of the

Board of Directors, granted to each of the four non-officer directors of the Company stock options to purchase 10,000 shares (a total

of 40,000 shares) of the Company’s common stock, exercisable for a period of five years at an exercise price of $2.37 per share

(the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested,

subject to continued service.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model,

was determined to be $73,976 ($1.8494 per share), which is being charged to operations ratably from July 1, 2024 through June 30, 2026.

During the year ended December 31, 2024, the Company record a charge general and administrative costs in the consolidated statement of

operations of $18,648 with respect to these stock options.

June 30, 2024, the Board of Directors, in conjunction with the Company’s efforts to preserve cash, granted to the four non-officer

directors of the Company a total of 16,598 stock options to purchase shares of the Company’s common stock, exercisable for a period

of five years at an exercise price of $2.37 per share (the closing market price on the grant date) The stock options were granted in

lieu of cash compensation, are exercisable for a period of five years and were immediately vested.

The number of stock options granted

to each of the four non-officer directors of the Company was equal to the cash payment such director would otherwise have been entitled

to receive for the quarter ended June 30, 2024, divided by their quarterly value as determined pursuant to the Black-Scholes option-pricing

model, and was determined to be $27,500 ($1.6570 per share), which was charged to operations on June 30, 2024, the date on which the

stock options were fully vested.

September 30, 2024, the Board of Directors, in conjunction with the Company’s efforts to preserve cash, granted to the four non-officer

directors of the Company a total of 21,217 stock options to purchase shares of the Company’s common stock, exercisable for a period

of five years at an exercise price of $1.87 per share (the closing market price on the grant date) The stock options were granted in

lieu of cash compensation, are exercisable for a period of five years and were immediately vested.

The number of stock options granted

to each of the four non-officer directors of the Company was equal to the cash payment such director would otherwise have been entitled

to receive for the quarter ended September 30, 2024, divided by their quarterly value as determined pursuant to the Black-Scholes option-pricing

model, and was determined to be $27,500 ($1.2961 per share), which was charged to operations on September 30, 2024, the date on which

the stock options were fully vested.

January 20, 2025, the Board of Directors, in conjunction with the Company’s efforts to preserve cash, granted to the four non-officer

directors of the Company a total of 16,665 stock options to purchase shares of the Company’s common stock, exercisable for a period

of five years at an exercise price of $2.33 per share (the closing market price on the grant date) The stock options were granted in

lieu of cash compensation, are exercisable for a period of five years and were immediately vested.

The number of stock options granted

to each of the four non-officer directors of the Company was equal to the cash payment such director would otherwise have been entitled

to receive for the quarter ended December 31, 2024, divided by their grant date value as determined pursuant to the Black-Scholes option-pricing

model, and was determined to be $27,500 ($1.65002 per share).

The grant date value of the stock options of $27,500 was accrued at December

31, 2024 and charged to operations at that date.

table set forth below presents the compensation awarded to, earned by or paid to our named directors for the years ended December 31,

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COMPENSATION TABLE

Non-Qualified

Name and Principal

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Gil Schwartzberg

René Bernards

Bas van der Baan

Geordan Pursglove:

Michael Holloway

Lourdes Felix

Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model.

Kovach, the founder of the Company, served as Chairman of the Board of Directors until his death on October 5, 2023.

to September 26, 2023, Dr.

Kovach was also the President, Chief Executive Officer and Chief Scientific Officer of the Company.

did not receive any separate compensation for his services as a member of the Board of Directors.

Appointed as a director of the Company effective August 4, 2018.

Appointed as a director of the Company effective April 9, 2021 and died on October 30, 2022.

Appointed as a director of the Company effective May 11, 2021.

Appointed as a director of the Company effective August 4, 2018 and resigned effective July 18, 2025.

Appointed as a director of the Company effective May 11, 2021 and resigned effective September 1, 2025.

Appointed as a director of the Company effective June 15, 2022.

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March 31, 2025 in the form of cash.

On August 18, 2025, Dr.

Bernards resigned from the board and was appointed Chairman of the Scientific

Advisory board.

Appointed as a director of the Company effective June 17, 2022, and as Chairman of the Board of Directors on October 6, 2023.

compensation received after appointment as President and Chief Executive Officer on September 26, 2023;

Did not stand for re-election at the annual meeting of stockholders.

Accordingly, his term as a director of the Company ended effective

October 7, 2022.

Appointed as a director of the Company effective May 13, 2016.

and resigned as a director effective September 1, 2025.

Appointed as a director of the Company effective May 13, 2016 and resigned effective July 18, 2025.

(7) Appointed as a director of the Company and Chairman effective June

(8) Appointed as a director of the Company effective August 15, 2025.

(9) Appointed as a director of the Company effective September 1, 2025.

Advisory Committee;

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management capacity with the Company.

During the years ended December 31, 2024, 2023 and 2022, the Scientific Advisory Committee consisted

of one member, Dr.

During the year ended December 31, 2025, the Scientific Advisory Committee consisted of one member,

Rene Bernards, and the years ended December 31, 2024 and 2023, the Scientific Advisory Committee consisted of one member Dr.

Von Hoff, M.D.

December 24, 2013, the Company entered into a consulting agreement with NDA Consulting Corp.

for consultation and advice in the field

of oncology research and drug development.

As part of the consulting agreement, NDA also agreed to have its president, Dr.

Von Hoff, M.D., serve on the Company’s Scientific Advisory Committee during the term of such consulting agreement.

the consulting agreement was for one year and provided for a quarterly cash fee of $4,000.

The consulting agreement had been automatically

renewed for additional one-year terms on its anniversary date, most recently on December 24, 2023, but was subsequently terminated by

mutual agreement effective September 30, 2024.

As a result of the termination of the consulting agreement effective September 30, 2024,

Von Hoff also ceased to be a member of the Scientific Advisory Committee at that time.

and advisory fees charged to operations pursuant to this consulting agreement were $12,000, $16,000 and $16,000 for the years ended December

31, 2024, 2023 and 2022, respectively, which were included in research and development costs in the consolidated statements of operations.

Stock Incentive Plan

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issuable thereunder by 336,667 shares, to a total of 750,000 shares.

of December 31, 2024, unexpired stock options for 613,232 shares were issued and outstanding under the 2020 Plan and 136,768 shares were

available for issuance under the 2020 Plan.

On December 8, 2025, the stockholders of the Company approved an

amendment to the 2020 Plan to increase the number of common shares issuable thereunder by 2,750,000 shares, to a total of 3,500,000 shares.

of December 31, 2025, unexpired stock options for 729,309 shares were issued and outstanding under the 2020 Plan and 2,770,691 shares

were available for issuance under the 2020 Plan.

an adequate number of shares available for future equity compensation grants is necessary to promote our long-term success and the creation

of stockholder value by:

us to continue to attract and retain the services of key service providers who would be eligible to receive grants;

the interests of participants with the interests of stockholders through incentives that are based upon the performance of our common

participants, through equity incentive awards, to achieve long-term growth in our business, in addition to short-term financial performance;

a long-term equity incentive program that is competitive as compared to other companies with whom we compete for talent.

us to continue to attract and retain the services of key service providers who would be eligible

to receive grants;

the interests of participants with the interests of stockholders through incentives that

are based upon the performance of our common stock;

participants, through equity incentive awards, to achieve long-term growth in our business,

in addition to short-term financial performance;

a long-term equity incentive program that is competitive as compared to other companies with

whom we compete for talent.

2020 Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options (“NQSOs”),

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to a maximum aggregate of 3,500,000 shares of common stock may be issued under the 2020 Plan.

The maximum number of shares that

may be issued pursuant to the exercise of ISOs is also 750,000.

2020 Plan is administered by the Compensation Committee, which is comprised solely of independent members of our Board of Directors.

The Board of Directors may designate a separate committee to make awards to employees who are not officers subject to the reporting

requirements of Section 16 of the Exchange Act.

consultants and board members are eligible to receive awards, provided that the Compensation Committee has the discretion to determine

(i) who shall receive any awards, and (ii) the terms and conditions of such awards.

may consist of ISOs, NQSOs, restricted stock, RSUs, SARs, other equity awards and/or cash awards.

options and SARs may not be granted at a per share exercise price below the fair market value of a share of our common stock on the

date of grant.

The maximum number of shares that may be issued pursuant to the exercise of ISOs is also

2020 Plan is administered by the Compensation Committee, which is comprised solely of independent

members of our Board of Directors.

The Board of Directors may designate a separate committee

to make awards to employees who are not officers subject to the reporting requirements of

Section 16 of the Exchange Act.

consultants and board members are eligible to receive awards, provided that the Compensation

Committee has the discretion to determine (i) who shall receive any awards, and (ii) the

terms and conditions of such awards.

may consist of ISOs, NQSOs, restricted stock, RSUs, SARs, other equity awards and/or cash

options and SARs may not be granted at a per share exercise price below the fair market value

of a share of our common stock on the date of grant.

options and SARs may not be repriced or exchanged without stockholder approval.

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the individuals who will receive awards;

the terms and conditions of awards (for example, performance conditions, if any, and vesting schedule);

any defect, supply any omission, or reconcile any inconsistency in the 2020 Plan or any award agreement;

the vesting, extend the post-termination exercise term or waive restrictions of any awards at any time and under such terms and conditions

as it deems appropriate, subject to the limitations set forth in the 2020 Plan;

the terms and conditions of awards (for example, performance conditions, if any, and vesting

any defect, supply any omission, or reconcile any inconsistency in the 2020 Plan or any award

the vesting, extend the post-termination exercise term or waive restrictions of any awards

at any time and under such terms and conditions as it deems appropriate, subject to the limitations

set forth in the 2020 Plan;

a participant to defer compensation to be provided by an award;

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the Company’s executive office is reflected as the address of all officers, directors and other stockholders owning more than 5%.

Name and Address of Beneficial Owner

Amount and Nature

of Beneficial

Percent of Class

Name and Address

of Beneficial Owner

Beneficial Ownership

Officers and Directors

Bas van der Baan