NOMAD POWER SOLUTIONS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. - 76 - In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the fiscal year ended December 31, 2025, the end of the most recent fiscal year covered by this report. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management, including its Chief Executive Officer and its Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting is designed to ensure that material information regarding the Company’s operations is made available to management and the Board of Directors to provide them reasonable assurance that the published financial statements are fairly presented. The Company’s management assessed the Company’s internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and can find it more difficult to properly segregate duties. Smaller reporting companies also tend to utilize general accounting software packages that lack a rigorous set of software controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or deterred on a timely basis. Based on the Company’s evaluation under the framework in COSO, the Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Management believes that the consolidated financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the period ended December 31, 2025. Auditor’s Report on Internal Control Over Financing Reporting This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this report. - 77 - Changes in Internal Control Over Financial Reporting The Company’s management, including its Chief Executive Officer and its Chief Financial Officer, has determined that no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent to the period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Plans During 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, 2025, the Company did not have a “Rule 10b5-1 trading arrangement” in effect with respect to its securities. Insider Trading Policy The Company has adopted insider trading policies and procedures governing the purchase, sale, and other disposition of its securities, which has been included as an exhibit to this report and has been posted to the investor information/governance section of the Company’s corporate website ( www.lixte.com ). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. - 78 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table and text set forth the names of all of our directors and executive officers as of March 31, 2026. The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The brief descriptions of the business experience 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 below. Also provided are the biographies of the members of the Scientific Advisory Committee and our consultants. Our directors and executive officers are as follows: Name Age Position(s) Held with Company Geordan Pursglove 37 President, Chief Executive Officer, and Chairman of the Board of Directors Bastiaan van der Baan 54 Chief Scientific Officer Peter Stazzone 74 Chief Financial Officer Jason Sawyer 54 Director Dr. Michael Holloway 63 Director Lourdes Felix 57 Director Guy Primus 56 Director Biographies of Directors and Executive Officers Geordan Pursglove Effective June 16, 2025. Mr. 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. (OTC PINK: BYOC). 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: RIME). Mr. Pursglove also serves as Chief Executive Officer and a director of Powell Max Ltd (Nasdaq: PMAX). Additionally, he serves as the managing director of 2GP Group LLC where he built multiple businesses in sports, sales, marketing and logistics. Mr. 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 Bastiaan (“Bas”) van der Baan was appointed to the Company’s Board of Directors effective June 17, 2022. Effective September 26, 2023, Mr. van der Baan replaced the Company’s founder, Dr. John S. Kovach, as President and Chief Executive Officer. Dr. Kovach passed away on October 5, 2023. Effective October 6, 2023, as a result of the passing of Dr. Kovach, Mr. van der Baan was appointed as Chairman of the Board of Directors. Mr. van der Baan has over 20 years of experience in the biotechnology industry, with a key focus on oncology and diagnostics. He has extensive 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 launch new oncology products. Mr. van der Baan was most recently the Chief Clinical Officer of Agendia, an oncology molecular diagnostic company based in Irvine, California and Amsterdam, Netherlands through July 15, 2023. Mr. van der Baan is an independent director of Tethis S.p.A., a Milan, Italy-based developer of a novel platform for liquid biopsy testing. Mr. van der Baan was co-founder of ThromboDx, a liquid biopsy company that was acquired in 2016, Qameleon Therapeutics, a company developing synthetic lethal drug combinations for cancer treatment, and Oncosence, an oncology drug development company using senescence as target for drug development. Mr. van der Baan started his career in 1997 at a specialty chemicals division of Unilever that was acquired by ICI. In 2002, Mr. van der Baan joined Kreatech, a biotechnology company acquired by Leica that specialized in life science reagents for gene expression, DNA and protein analysis. Mr. van der Baan holds a Masters Degree in Molecular Sciences from the Wageningen University in the Netherlands. Peter Stazzone Effective September 1, 2025, the Company appointed Peter Stazzone as Chief Financial Officer. Mr. 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. - 79 - Jason Sawyer Mr. Jason Sawyer is a 30-year veteran of the alternative investment industry and General Manager of Access Alternative Group S.A. (AAG), 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: FTRC). Dr. 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. He has a 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. Since 1999, Dr. Holloway has served as an Emergency Medicine Physician at Fraser and Vancouver Coastal Health Authorities. From 2016 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. Dr. 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. Lourdes Felix Lourdes 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. (OTCQB: BICX), a biotechnology company specializing in addiction treatment solutions. A 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). Known 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. Since 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. (NASDAQ: LRHC). Fluent 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. Guy Primus Mr. Primus is an accomplished executive and investor with extensive experience leading innovation across technology, media, and applied engineering. Mr. Primus is currently Managing Director of Thrillerdome, a consultancy focused on innovation strategy, intellectual property development, and commercialization. From 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. Mr. Primus also previously was a consultant with Keanry Management Consultants. Mr. 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. Mr. Primus earned both his Bachelors and Masters Degree in Industrial Engineering from Georgia Tech and an MBA from Harvard Business School. - 80 - Family Relationships Eric Forman, the Company’s Vice President and Chief Operating Officer during the year ended December 31, 2024, was the son of board member Dr. Stephen Forman and the son-in-law of former board member Gil Schwartzberg, who passed away on October 30, 2022. Julie Forman, the wife of Eric Forman and the daughter of the late Gil Schwartzberg, is Vice President of Morgan Stanley Wealth Management, where the Company’s cash is deposited and managed, and the Company maintains a continuing banking relationship. Eric Forman resigned as Vice President and Chief Operating Officer of the Company effective December 31, 2024. Committees of Our Board of Directors Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and its standing committees. We have a standing audit committee and compensation committee. The Board of Directors serves in place of a nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. Audit Committee Our audit committee is responsible for, among other things: ● approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● reviewing the proposed scope and results of the audit; ● reviewing and pre-approving audit and non-audit fees and services; ● reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● reviewing and approving transactions between us and our directors, officers and affiliates; ● establishing procedures for complaints received by us regarding accounting matters; ● overseeing internal audit functions, if any; and ● preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our 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. 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 Our compensation committee is responsible for, among other things: ● reviewing and recommending the compensation arrangements for executive management; ● 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; and ● preparing the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our compensation committee currently consists of Jason Sawyer, Lourdes Felix, and Guy Primus, with Mr. Sawyer serving as Chair. Our 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 . - 81 - Nominating and Corporate Governance Although our Board of Directors serves in place of a nominating and corporate governance committee, our independent directors on the Board of Directors are responsible for, among other things: ● nominating members of the Board of Directors; ● developing a set of corporate governance principles applicable to the Company; and ● overseeing the evaluation of our Board of Directors. Our Board of Directors may adopt resolutions addressing, among other things, the nomination process, as may be necessary in the future. Code of Ethics Our Board of Directors has adopted a code of ethics covering all of our executive officers and key employees. A copy of our code of ethics will be furnished without charge to any person upon written request. Requests should be sent to: Secretary, Lixte Biotechnology Holdings, Inc.,433 Plaza Real, Suite 275, Boca Raton, Florida 33432. Limitations on Liability and Indemnification Matters Our Certificate of Incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for: ● any breach of the director’s duty of loyalty to the corporation or its stockholders; ● any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; ● unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or ● any transaction from which the director derived an improper personal benefit. This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. Our Certificate of Incorporation provides that we are authorized to indemnify our directors and officers to the fullest extent permitted by Delaware law. Our Amended and Restated Bylaws provide that we are required to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Our Amended and Restated Bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of their actions in that capacity, regardless of whether we would otherwise be permitted to indemnify them under the provisions of Delaware law. Our Amended and Restated Bylaws also provide our Board of Directors with discretion to indemnify our other officers and employees when determined appropriate by our Board of Directors. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by the Board of Directors. With certain exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We have obtained customary directors and officers liability insurance. - 82 - The limitation of liability and indemnification provisions in our Certificate of Incorporation and Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against our directors for an alleged breach of their fiduciary duty. These provisions may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification. Compliance with Section 16(a) of the Securities Exchange Act of 1934, as Amended Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities to file various reports with the Securities and Exchange Commission concerning their holdings of, and transactions in, securities of the Company. Copies of these filings are required to be furnished to the Company. To the Company’s knowledge, based solely on its review of the copies of the Section 16(a) reports furnished to the Company and any written representations to the Company that no other reports were required, the Company believes that all individual filing requirements applicable to a director, officer, or beneficial owner of more than 10% of the Company’s common stock were complied with under Section 16(a) of the Exchange Act during the year ended December 31, 2025, except as follows: Rene Bernards was late in filing his Form 4 in connection with the grant of stock options on June 30, 2024, and Rene Bernards, Yun Yen, Regina Brown and Stephen Forman were late in filing their Form 4’s in connection with the grant of stock options on September 30, 2024. ITEM 11. EXECUTIVE COMPENSATION OFFICER AND DIRECTOR COMPENSATION The table set forth below presents the compensation awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2025, 2024 and 2023. OFFICER COMPENSATION TABLE Non-Qualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Salary Bonus Awards Awards Compensation Earnings Compensation Total Executive Year ($) ($) ($) ($)(1) ($) ($) ($) ($) Bas van der Baan (6) 2025 174,000 - - - - - - 174,000 2024 153,495 - - - - - - 153,495 2023 40,639 - - 403,066 - - - 443,705 John S. Kovach (2) 2025 - - - - - - - - 2024 - - - - - - - - 2023 190,860 - - - - - - 190,860 James S. Miser (3) 2025 - - - - - - - - 2024 102,083 - - - - - - 102,083 2023 175,000 - - - - - - 175,000 Robert N. Weingarten (4) 2025 116,667 - - - - - - 116,667 2023 175,000 - - - - - - 175,000 2023 175,000 - - - - - - 175,000 Eric J. Forman (5) 2025 - - - - - - - - 2024 200,000 - - - - - - 200,000 2023 200,000 - - - - - - 200,000 Jan H.M. Schellens (7) 2025 - - - - - - - - 2024 56,226 - - 29,074 - - - 85,300 2023 - - - - - - - - Geordan G. Pursglove (8) 2025 120,000 80,000 - 728,671 - - 10,000 938,671 2024 - - - - - - - - 2023 - - - - - - - - Peter M. Stazzone (9) 2025 50,000 12,000 - 173,070 - - - 235,070 2024 - - - - - - - - 2023 - - - - - - - - (1) Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model. - 83 - (2) John S. Kovach was the President and Chief Executive Officer from inception through September 26, 2023. Effective July 15, 2020, the Company entered into an employment agreement with Dr. Kovach. On November 6, 2022, Dr. Kovach was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. The employment agreement with Dr. Kovach terminated upon his death on October 5, 2023. (3) James S. Miser was appointed as Chief Medical Officer on August 1, 2020. In connection with his employment agreement, Dr. Miser was awarded an option grant for 8,334 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. On November 6, 2022, Dr. Miser was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. On May 29, 2024, the Company elected not to renew its employment agreement with Dr. Miser, as a result of which such employment agreement expired on July 31, 2024. (4) Robert N. Weingarten was appointed as Vice President and Chief Financial Officer on August 12, 2020. In connection with his employment agreement, Mr. Weingarten was awarded an option grant for 5,833 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. On November 6, 2022, Mr. Weingarten was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. (5) Eric J. Forman was Chief Administrative Officer from July 15, 2020 through November 6, 2020. In connection with his employment agreement, Mr. Forman was awarded an option grant for 5,833 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. Effective November 6, 2022, Mr. Forman was appointed as Vice President and Chief Operating Officer. On November 6, 2022, Mr. Forman was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. The employment agreement with Mr. Forman terminated upon his resignation as an officer of the Company effective December 31, 2024. (6) Bas van der Baan was appointed as President and Chief Executive Officer on September 26, 2023. In connection with his employment agreement, Mr. van der Baan was awarded an option grant for 250,000 shares of common stock exercisable for a period of five years at $1.95 per share and valued at $1.612 per share. The compensation information provided herein excludes compensation as a Director received before his appointment as President and Chief Executive Officer. (7) On May 31, 2024, the Company entered into a consulting agreement with Dr. Jan H.M. Schellens, M.D., Ph.D., Pursuant to the agreement, effective July 1, 2024, the Company engaged Dr. Schellens as a consultant, and, effective August 1, 2024, as the Company’s Chief Medical Officer. In connection with his employment agreement, Mr. Schellens was awarded an option grant for 15,000 shares of common stock exercisable for a period of five years at $2.39 per share and valued at $1.938 per share. 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. (8) Geordan Pursglove was appointed as Chief Executive Officer effective as of July 3, 2025. In connecrrion with his employment agreement, Mr. 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. (9) Peter Stazzone was appointed as Chief Financial Officer on September 1,2025. In connection with his employment agreement, Mr. Stazzone 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 $3.4614 per share. There were no o ption exercises by officers during the years ended December 31, 2025, 2024 or 2023. - 84 - Outstanding Equity Awards at December 31, 2025 The table set forth below presents information regarding outstanding stock options held by our named executive officers as of December 31, 2025. NUMBER OF SECURITIES UNDERLYING UNEXERCISED NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTION VESTING OPTIONS OPTIONS EXERCISE OPTION GRANT COMMENCEMENT EXERCISABLE UNEXERCISABLE PRICE EXPIRATION NAME DATE DATE (#) (#) ($) DATE Geordan Pursglove July 3, 2025 July 3, 2025 350,000 - 2.08 July 3, 2030 Bas van der Baan June 17, 2022 (1) June 17, 2022 25,000 - 7.40 June 17, 2027 June 30, 2023 (1) September 30, 2023 10,000 - 5.88 June 30, 2028 September 26, 2023 December 31, 2023 250,000 - 1.95 September 26, 2028 Peter Stazzone September 1, 2025 September 1, 2025 25,000 25,000 3.46 September 1, 2030 (1) Granted in his capacity as a Director before date of officer appointment on September 26, 2023. Based on a fair market value of $3.93 per share on December 31, 2025, the intrinsic value attributed to exercisable but unexercised common stock options held by our named executive officers was approximately $1,154,000 at December 31, 2025. Employment Agreements; Compensation During July and August 2020, the Company entered into one-year employment agreements with its executive officers, consisting of Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser, and Robert N. Weingarten, payable monthly, as described below. The employment agreements were 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, or by death, or by termination for cause. These employment agreements were automatically renewed for additional one-year periods in July and August 2021, 2022, 2023 and 2024. Dr. John Kovach . On July 15, 2020, the Company entered into an employment agreement with Dr. John Kovach to continue to act as the Company’s President, Chief Executive Officer and Chief Scientific Officer, with an annual salary of $250,000, payable monthly. His responsibilities included the oversight of the Company’s entire operations and strategic planning, and to act as the primary contact between the Company’s executive team and the Board of Directors, to whom he reported. Dr. Kovach supervised all scientific endeavors, providing guidance to the Chief Medical Officer. He was the principal spokesperson for the Company. The effective date of the agreement was October 1, 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 Dr. Kovach terminated upon his death on October 5, 2023. - 85 - Eric Forman. On July 15, 2020, as amended on August 12, 2020, the Company entered into an employment agreement with Eric Forman, to act as the Company’s Chief Administrative Officer, reporting directly to the Company’s Chief Executive Officer, with an annual salary of $120,000, payable monthly. Effective May 1, 2021, Mr. Forman’s annual salary was increased to $175,000. Effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer, with an annual salary of $200,000. Mr. Forman’s primary function was to oversee the Company’s internal operations, including IT, licensing, legal, personnel, marketing, and corporate governance. Mr. Forman was also granted stock options to acquire 5,833 shares of the Company’s common stock. The effective date of the employment agreement was October 1, 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. Forman terminated upon his resignation as an officer of the Company effective December 31, 2024. Dr. James Miser . On August 1, 2020, the Company entered into an employment agreement with Dr. James Miser, M.D., pursuant to which Dr. Miser was appointed as the Company’s Chief Medical Officer, with an annual salary of $150,000. Effective May 1, 2021, Dr. Miser’s annual salary was increased to $175,000. Dr. Miser was required to devote at least 50% of his business time to the Company’s activities. Dr. Miser was also granted stock options to acquire 8,334 shares of the Company’s common stock. The effective date of the agreement was August 1, 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. On May 29, 2024, the Company elected not to renew its employment agreement with Dr. Miser, as a result of which such employment agreement expired on July 31, 2024. Dr. Jan H.M. Schellens, M.D., Ph.D. On May 31, 2024, the Company entered into a consulting agreement with Dr. Jan H.M. Schellens, M.D., Ph.D. Pursuant to the agreement, effective July 1, 2024, the Company engaged Dr. Schellens as a consultant, and, effective August 1, 2024, as the Company’s Chief Medical Officer. The term of the agreement is in effect from July 1, 2024 until the earliest of (i) termination by either party upon sixty days’ notice, (ii) Dr. Schellens’ death or disability, or (iii) termination by the Company for breach as provided in the agreement. Under the agreement, Dr. Schellens provides his services for two days per week with the specific days in each week based on arrangements agreed to from time to time between Dr. Schellens and the Company’s Chief Executive Officer. The Company pays Dr. Schellens an annual compensation of 104,000 Euros (approximately $108,000 as of December 31, 2024), payable on a monthly basis. On July 1, 2024, in connection with the consulting agreement, Dr. Schellens was granted stock options 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. Robert N. Weingarten . On August 12, 2020, the Company entered into an employment agreement with Robert N. Weingarten pursuant to which Mr. Weingarten was appointed as the Company’s Vice-President and Chief Financial Officer, with an annual salary of $120,000. Effective May 1, 2021, Mr. Weingarten’s annual salary was increased to $175,000. Mr. 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. Bas van der Baan . Effective September 26, 2023, the Company entered into an employment agreement with Bas van der Baan to act as the Company’s President and Chief Executive Officer and as Vice Chairman of the Board of Directors, with an annual salary of $150,000. Effective October 6, 2023, Mr. van der Baan was appointed as Chairman of the Board of Directors upon the death of Dr. Kovach on October 5, 2023. Mr. 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. Mr. van der Baan was also granted stock options to acquire 250,000 shares of the Company’s common stock. 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 agreement. Effective September 1, 2025, Mr. van der Bann resigned as President, but remained as the Company’s Chief Scientific Officer. 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 agreement. - 86 - Geordan Pursglove. 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. Mr. 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. Mr. 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. Peter Stazzone. Effective September 1, 2025, the Company appointed Peter Stazzone as Chief Financial Officer with an annual salary of $150,000. Mr. 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. Mr. 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 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. Policies and Prac tices – Option Grants Directors. The Company has a comprehensive compensation program for its non-officer directors for their service on the Board of Directors. This program, as amended, has been in place since April 9, 2021. The Company, with the input and advice of its Compensation Committee, has issued only stock options to its officers and directors. Equity compensation for directors under this compensation program is as follows: Appointment of new directors – The Company grants options to purchase 25,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 50% on the grant date and the remaining 50% vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of the grant until fully vested, subject to continued service. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay a one-time cash fee of $100,000 to such director, payable upfront. Annual grant of options to directors – Effective on the last business day of the month of June, the Company grants options to purchase 10,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of grant, vesting 12.5% on the last day of each calendar quarter beginning in the quarter immediately subsequent to the date of grant until fully vested, subject to continued service. If any director has served for less than 12 full calendar months on the grant date, the amount of such stock option grant is prorated based on the length of service of such director. At the discretion of the Board of Directors, for a nominee to the Board of Directors who is restricted by their respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay an annual cash fee of $40,000 to such director, payable quarterly. Officers. The Company has no specific policy or program with respect to the discretionary grant of options to its officers. The Company granted options to its officers concurrent with their respective appointments during the year ended December 31, 2020. The Company also granted discretionary stock options to its officers during the year ended December 31, 2022. It is the Company’s policy that any such option grants take into account the existence of material non-public information when determining the timing of such a grant and the specific terms of such award. Compensation Clawback Policy The Board of Directors believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board of Directors has therefore adopted a compensation recoupment policy, which provides for the recovery of erroneously awarded incentive compensation from the Company’s executive officers in the event of a triggering event, and which has been filed as an exhibit to this report and has been posted to the investor information/governance section of the Company’s corporate website ( www.lixte.com ). - 87 - Board of Directors Compensation The table set forth below presents the compensation awarded to, earned by or paid to our named directors for the years ended December 31, 2025, 2024 and 2023. DIRECTOR COMPENSATION TABLE Non-Qualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Name and Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total Position (2) Year ($) ($) ($) ($)(1) ($) ($) ($) ($) Stephen J. Forman (6) 2025 - - - 10,000 - - 978 10,978 Director 2024 - - - 28,494 - - 5,495 33,989 2023 - - - 48,131 - - 22,500 70,631 Yun Yen (2) 2025 - - - 15,000 - - 1,467 16,467 Director 2024 - - - 33,494 - - 7,500 40,994 2022 - - - 63,340 - - 30,000 93,340 Regina Brown 2025 - - - 16,250 - - 5,564 21,814 Director (3) 2024 - - - 34,744 - - 7,630 42,374 2023 - - - 48,131 - - 30,000 78,131 René Bernards 2025 - - - 13,750 - - 4,708 18,458 Director (4) 2024 - - - 32,244 - - 18,194 50,438 2023 - - - - - - 62,500 62,500 Bas van der Baan 2025 - - - - - - - - Director (5) 2024 - - - - - - - - 2023 - - - 48,131 - - 18,478 66,609 Geordan Pursglove: 2025 - - - 728,665 - - 728,665 Director (7) 2024 - - - - - - - - 2023 - - - - - - - - Jason Sawyer 2025 - - - 68,360 - - 13,436 81,796 Director (8) 2024 - - - - - - - - 2023 - - - - - - - - Michael Holloway 2025 - - - 68,360 - - 9,022 77,382 Director (8) 2024 - - - - - - - - 2023 - - - - - - - - Lourdes Felix 2025 - - - 78,650 - - 10,539 89,189 Director (9) 2024 - - - - - - - - 2023 - - - - - - - - Guy Primus 2025 - - - 78,650 - - 8,917 87,567 Director (9) 2024 - - - - - - - - 2023 - - - - - - - - (1) Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model. - 88 - (2) Appointed as a director of the Company effective August 4, 2018 and resigned effective July 18, 2025. (3) Appointed as a director of the Company effective May 11, 2021 and resigned effective September 1, 2025. (4) Appointed as a director of the Company effective June 15, 2022. Dr. Bernards received all of his compensation from June 15, 2022 through 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. (5) Appointed as a director of the Company effective June 17, 2022, and as Chairman of the Board of Directors on October 6, 2023. Excludes compensation received after appointment as President and Chief Executive Officer on September 26, 2023; and resigned as a director effective September 1, 2025. (6) 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 16, 2025. (8) Appointed as a director of the Company effective August 15, 2025. (9) Appointed as a director of the Company effective September 1, 2025. Scientific Advisory Committee; Compensation The Scientific Advisory Committee was established to advise the Company’s management in three areas: human molecular pathology; the clinical management of human brain tumors; and medicinal chemistry. Members of the Scientific Advisory Committee do not serve in any management capacity with the Company. During the year ended December 31, 2025, the Scientific Advisory Committee consisted of one member, Dr. Rene Bernards, and the years ended December 31, 2024 and 2023, the Scientific Advisory Committee consisted of one member Dr. Daniel D. Von Hoff, M.D. - 89 - 2020 Stock Incentive Plan Summary On July 14, 2020, the Board of Directors of the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which was subsequently approved by the stockholders of the Company. The 2020 Plan provides for the granting of equity-based awards, consisting of stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to employees, officers, directors and consultants of the Company and its affiliates, initially for a total of 233,333 shares of the Company’s common stock, under terms and conditions as determined by the Company’s Board of Directors. On October 7, 2022, the stockholders of the Company approved an amendment to the 2020 Plan to increase the number of common shares issuable thereunder by 180,000 shares, to a total of 413,333 shares. On November 27, 2023, the stockholders of the Company approved an amendment to the 2020 Plan to increase the number of common shares issuable thereunder by 336,667 shares, to a total of 750,000 shares. 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. As 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. Having 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: ● Enabling us to continue to attract and retain the services of key service providers who would be eligible to receive grants; ● Aligning the interests of participants with the interests of stockholders through incentives that are based upon the performance of our common stock; ● Motivating participants, through equity incentive awards, to achieve long-term growth in our business, in addition to short-term financial performance; and ● Providing a long-term equity incentive program that is competitive as compared to other companies with whom we compete for talent. The 2020 Plan permits the discretionary award of incentive stock options (“ISOs”), non-statutory stock options (“NQSOs”), restricted stock, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), other equity awards and/or cash awards to selected participants. The 2020 Plan will remain in effect until July 14, 2030. The 2020 Plan provides for the reservation of 3,500,000 shares of common stock for issuance thereunder (the “Share Limit”), and provides that the maximum number of shares that may be issued pursuant to the exercise of ISOs is 3,500,000 shares (the “ISO Limit”). Key Features of the 2020 Plan Certain key features of the 2020 Plan are summarized as follows: ● If not terminated earlier by our Board of Directors, the 2020 Plan will terminate on July 14, 2030. ● Up 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 3,500,000. ● The 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. - 90 - ● Employees, 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. ● Awards may consist of ISOs, NQSOs, restricted stock, RSUs, SARs, other equity awards and/or cash awards. ● Stock 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. ● Stock options and SARs may not be repriced or exchanged without stockholder approval. ● The maximum exercisable term of stock options and SARs may not exceed ten years. ● Awards are subject to recoupment of compensation policies adopted by us. Eligibility to Receive Awards . Employees, consultants and members of our Board of Directors are eligible to receive awards under the 2020 Plan. The Compensation Committee determines, in its discretion, the selected participants who will be granted awards under the 2020 Plan. Shares Subject to the 2020 Plan . The maximum number of shares of common stock that can be issued under the 2020 Plan is 3,500,000 shares. The shares underlying forfeited or terminated awards (without payment of consideration), or unexercised awards become available again for issuance under the 2020 Plan. No fractional shares may be issued under the 2020 Plan. No shares will be issued with respect to a participant’s award unless applicable tax withholding obligations have been satisfied by the participant. Administration of the 2020 Plan . The 2020 Plan is administered by the Compensation Committee of the Board of Directors, which consists of independent board members. With respect to certain awards issued under the 2020 Plan, the members of the Compensation Committee also must be “Non-Employee Directors” under Rule 16b-3 of the Exchange Act. Subject to the terms of the 2020 Plan, the Compensation Committee has the sole discretion, among other things, to: ● Select the individuals who will receive awards; ● Determine the terms and conditions of awards (for example, performance conditions, if any, and vesting schedule); ● Correct any defect, supply any omission, or reconcile any inconsistency in the 2020 Plan or any award agreement; ● Accelerate 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; ● Permit a participant to defer compensation to be provided by an award; and ● Interpret the provisions of the 2020 Plan and outstanding awards. The Compensation Committee may suspend vesting, settlement, or exercise of awards pending a determination of whether a selected participant’s service should be terminated for cause (in which case outstanding awards would be forfeited). Awards may be subject to any policy that the Board of Directors may implement on the recoupment of compensation (referred to as a “compensation clawback” policy). The members of the Board of Directors, the Compensation Committee and their delegates shall be indemnified by us to the maximum extent permitted by applicable law for actions taken or not taken regarding the 2020 Plan. - 91 - Types of Awards. Stock Options . A stock option is the right to acquire shares at a fixed exercise price over a fixed period of time. The Compensation Committee determines, among other terms and conditions, the number of shares covered by each stock option and the exercise price of the shares subject to each stock option, but such per share exercise price cannot be less than the fair market value of a share of our common stock on the date of grant of the stock option. The exercise price of each stock option granted under the 2020 Plan must be paid in full at the time of exercise, either with cash, or through a broker-assisted “cashless” exercise and sale program, or net exercise, or through another method approved by the Compensation Committee. Stock options granted under the 2020 Plan may be either ISOs or NQSOs. In order to comply with Treasury Regulation Section 1.422-2(b), the 2020 Plan provides that no more than 750,000 shares may be issued pursuant to the exercise of ISOs. SARs . A SAR is the right to receive, upon exercise, an amount equal to the difference between the fair market value of the shares on the date of the SAR’s exercise and the aggregate exercise price of the shares covered by the exercised portion of the SAR. The Compensation Committee determines the terms of SARs, including the exercise price (provided that such per share exercise price cannot be less than the fair market value of a share of our common stock on the date of grant), the vesting and the term of the SAR. Settlement of a SAR may be in shares of common stock or in cash, or any combination thereof, as the Compensation Committee may determine. SARs may not be repriced or exchanged without stockholder approval. Restricted Stock . A restricted stock award is the grant of shares of our common stock to a selected participant and such shares may be subject to a substantial risk of forfeiture until specific conditions or goals are met. The restricted shares may be issued with or without cash consideration being paid by the selected participant as determined by the Compensation Committee. The Compensation Committee also will determine any other terms and conditions of an award of restricted stock. RSUs . RSUs are the right to receive an amount equal to the fair market value of the shares covered by the RSU at some future date after the grant. The Compensation Committee will determine all of the terms and conditions of an award of RSUs. Payment for vested RSUs may be in shares of common stock or in cash, or any combination thereof, as the Compensation Committee may determine. RSUs represent an unfunded and unsecured obligation for us, and a holder of a stock unit has no rights other than those of a general creditor. Other Awards . The 2020 Plan also provides that other equity awards, which derive their value from the value of our shares or from increases in the value of our shares, may be granted. In addition, cash awards may also be issued. Substitute awards may be issued under the 2020 Plan in assumption of or substitution for or exchange for awards previously granted by an entity which we may acquire. Limited Transferability of Awards . Awards granted under the 2020 Plan generally are not transferrable other than by will or by the laws of descent and distribution. However, the Compensation Committee may in its discretion permit the transfer of awards other than ISOs. Change in Control . In the event that we are a party to a merger or other reorganization or similar transaction, outstanding 2020 Plan awards will be subject to the agreement pertaining to such merger or reorganization. Such agreement may provide for (i) the continuation of the outstanding awards by us if we are a surviving corporation, (ii) the assumption or substitution of the outstanding awards by the surviving entity or its parent, (iii) full exercisability and/or full vesting of outstanding awards, or (iv) cancellation of outstanding awards either with or without consideration, in all cases with or without consent of the selected participant. The Compensation Committee will decide the effect of a change in control of us on outstanding awards. Amendment and Termination of the 2020 Plan . The Board of Directors generally may amend or terminate the 2020 Plan at any time and for any reason, except that it must obtain stockholder approval of material amendments to the extent required by applicable laws, regulations or rules. - 92 - ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The table set forth below presents certain information regarding beneficial ownership of our common stock (the only class of our voting equity securities issued and outstanding) as of March 31, 2026 by (i) each person or entity who is known by us to own beneficially more than 5% of our outstanding shares of common stock, (ii) each of our directors, and (iii) all of our directors and executive officers as a group. As of March 31, 2026, there were 11,617,944 shares of our common stock issued and outstanding. In computing the number and percentage of shares beneficially owned by a person, shares of common stock that a person has a right to acquire within sixty (60) days of March 31, 2026 pursuant to stock options, warrants, convertible preferred stock or other rights are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person. This table is based upon information supplied by our directors, officers and principal stockholders and reports filed with the Securities and Exchange Commission. Except as noted, 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 Ownership Percent of Class Officers and Directors Bas van der Baan 433 Plaza Real, Suite 275 Boca Raton, Florida 33432 168,498 (2) 1.5 % All officers and directors as a group (1 persons) 168,498 1.5 % Other Stockholders Owning More Than 5% Orbit Capital P.O. Box 822 George Town Grand Cayman KY1-1003 Cayman Islands 700,000 (1) 6.0 % (1) Includes 11,000 shares of common stock and stock options to purchase 157,498 shares of common stock owned by Bas van der Baan. - 93 - ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE (a) Related Party Transactions During the years ended December 31, 2025, 2024, and 2023, there were no transactions, either directly or indirectly, between the Company and any of its officers, directors or affiliates, including their family members, except as described elsewhere in this document. (b) Director Independence The Company considers that Dr. Jason Sawyer, Michael Holloway, Lourdes Felix, and Guy Primus are each an “independent director,” as defined under Nasdaq rules and by Rule 10A-3 of the Exchange Act. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Weinberg & Company, P.A. acted as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024 and for the interim periods in such fiscal years. The following table shows the fees that were incurred by the Company for audit and other services provided by Weinberg & Company, P.A. for the years ended December 31, 2025 and 2024. Years Ended December 31, 2025 2024 Audit Fees (1) $ 121,783 $ 104,205 Audit-Related Fees (2) — — Tax Fees (3) 21,458 13,718 Other Fees (4) 33,600 25,695 Total $ 176,841 $ 143,618 (1) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements included in its Annual Reports on Form 10-K and the review of its interim financial statements included in its Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings, excluding those fees included in Other Fees. (2) Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and not reported above under Audit Fees. (3) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. (4) Other fees represent fees incurred with respect to the Company’s Registration Statements on Form S-1 and Form S-3. All audit and audit-related services, tax services and other services rendered by Weinberg & Company, P.A. during the fiscal years ended December 31, 2025 and 2024 were pre-approved by either the Company’s Audit Committee or by the Company’s Board of Directors. The Board of Directors has adopted a pre-approval policy that provides for the pre-approval of all services performed for the Company by its independent registered public accounting firm. - 94 - PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of documents filed as part of this report: (1) Financial Statements Reference is made to the Index to Consolidated Financial Statements on page F-1, where these documents are listed. (2) Financial Statement Schedules The financial statement schedules have been omitted because the required information is not applicable, or not present in amounts sufficient to require submission of the schedules, or because the information is included in the financial statements or notes thereto. (3) Exhibits See (b) below. (b) Exhibits: A list of exhibits required to be filed as part of this Annual Report on Form 10-K is set forth in the Index to Exhibits, which is presented elsewhere in this document, and is incorporated herein by reference. ITEM 16. FORM 10-K SUMMARY None - 95 - INDEX TO EXHIBITS Exhibit Number Description of Document 1.1 Underwriting Agreement, dated as of November 25, 2020, between the Company and WestPark Capital, Inc. and WallachBeth, LLC, filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 27, 2020 and incorporated herein by reference. 1.2 Form of Underwriting Agreement, filed as Exhibit 1.1 to the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on June 18, 2025 and incorporated herein by reference. 2.1 Share Exchange Agreement dated as of June 8, 2006 among the Company , John S. Kovach and Lixte Biotechnology , Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 7, 2006 and incorporated herein by reference. 3.1 Certificate of Incorporation, as filed with the Delaware Secretary of State on May 24, 2005, filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on August 3, 2005 and incorporated herein by reference. 3.2 Certificate of Amendment of Certificate of Incorporation, filed as Appendix A to the Company’s Information Statement, as filed with the Securities and Exchange Commission on September 19, 2006 and incorporated herein by reference. 3.3 Certificate of Designations for the Company’s Series A Convertible Preferred Stock, filed as Exhibit 4.01 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 18, 2015 and incorporated herein by reference. 3.4 Certificate of Amendment of Certificate of Designations of the Series A Convertible Preferred Stock, filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 28, 2016 and incorporated herein by reference. 3.5 Amended and Restated Bylaws, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 10, 2022 and incorporated herein by reference. 3.6 Certificate of Amendment of Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 27, 2020 and incorporated herein by reference. 3.7 Certificate of Amendment to the Certificate of Incorporation of Lixte Biotechnology Holdings, Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 6, 2023 and incorporated herein by reference. 3.8 Series B Certificate of Designation, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025 and incorporated herein by reference. 3.9 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 25, 2025 and incorporated herein by reference. 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 25, 2020 and incorporated herein by reference. 4.2 Form of Public Warrant included in Unit, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 27, 2020 and incorporated herein by reference. 4.3 Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023 and incorporated herein by reference. - 96 - 4.4 Form of Common Stock Purchase Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2025 and incorporated herein by reference. 4.5 Form of Placement Agent Warrant, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023 and incorporated herein by reference. 4.6 Form of Placement Agent Warrant, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2025 and incorporated herein by reference. 4.7 Form of Pre-Funded Warrant, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025 and incorporated herein by reference. 4.8 Form of Common Stock Warrant, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025 and incorporated herein by reference. 4.9 Form of Pre-Funded Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2025 and incorporated herein by reference. 4.10 Form of Pre-Funded Warrant, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 2025 and incorporated herein by reference. 4.11 Form of Common Stock Warrant, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 2025 and incorporated herein by reference. 10.1 Master Agreement between Lixte Biotechnology Holdings, Inc. and Theradex Systems, Inc. dated January 12, 2010, filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on March 15, 2013 and incorporated herein by reference. 10.2 Materials Cooperative Research and Development Agreement between Lixte Biotechnology Holdings, Inc. and the National Institute of Neurological Disorders and Stroke dated October 18, 2013, filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 21, 2014 and incorporated herein by reference. 10.3 Clinical Trial Agreement dated as of June 10, 2024 between the Company and the Netherlands Cancer Institute, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 14, 2024 and incorporated herein by reference. 10.4 Collaboration Agreement between Lixte Biotechnology Holdings, Inc. and BioPharmaWorks LLC effective September 14, 2015, filed as Exhibit 10.01 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 18, 2015 and incorporated herein by reference. 10.5 Collaboration Agreement for an Investigator-Initiated Clinical Trial between Lixte Biotechnology Holdings, Inc. and the Spanish Sarcoma Group as of July 31, 2019 (certain portions of this exhibit have been omitted based on a request for confidential treatment filed by the Company with the Securities and Exchange Commission that was granted on September 19, 2019), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 6, 2019 and incorporated herein by reference. 10.6 Amendment No. 1 to Collaboration Agreement dated March 11, 2025 for an Investigator-Initiated Clinical Trial between Lixte Biotechnology Holdings, Inc. and the Spanish Sarcoma Group as of July 31, 2019, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2025 and incorporated herein by reference. 10.7 Consulting Agreement between the Company and Dr. Jan Schellens, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 5, 2024 and incorporated herein by reference.+ 10.8 Employment Agreement between the Company and Robert N. Weingarten, filed as Exhibit 10.02 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 18, 2020 and incorporated herein by reference.+ 10.9 Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan, filed as Exhibit 10.1 to the Company Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 17, 2020 and incorporated herein by reference.+ - 97 - 10.10 Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan (as amended) , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 28, 2023 and incorporated herein by reference.+ 10.11 Investigator-Initiated Clinical Research Support Agreement between City of Hope National Medical Center and City of Hope Medical Foundation and Lixte Biotechnology Holdings, Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2021 and incorporated herein by reference. 10.12 Development Collaboration Agreement by and between Lixte Biotechnology Holdings, Inc. and the Netherlands Cancer Institute, Amsterdam, and Oncode Institute, Utrecht, entered into on October 8, 2021 (certain portions of this Exhibit have been omitted) , filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on November 10, 2021 and incorporated herein by reference. 10.13 Insider Trading Policy , filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 29, 2023 and incorporated herein by reference. 10.14 Compensation Clawback Policy , filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 19, 2024, and incorporated herein by reference.+ 10.15 Amendment to Contract between Lixte Biotechnology Holdings, Inc. and MRI Global effective April 17, 2022, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 10, 2023 and incorporated herein by reference. 10.16 Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 20, 2023 and incorporated herein by reference. 10.17 Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2025 and incorporated herein by reference. 10.18 Employment Agreement between the Company and Bastiaan van der Baan effective September 26, 2023, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 27, 2023 and incorporated herein by reference. 10.19 Amendment No. 1 to Development Collaboration Agreement by and between Lixte Biotechnology Holdings, Inc. and the Netherlands Cancer Institute, Amsterdam, and the Oncode Institute, Utrecht, entered into on October 8, 2021, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on November 9, 2023 and incorporated herein by reference. 10.20 Amendment No. 2 to Development Collaboration Agreement by and between Lixte Biotechnology Holdings, Inc. and the Netherlands Cancer Institute, Amsterdam, and the Oncode Institute, Utrecht, entered into on October 13, 2023 (certain portions of this Exhibit have been omitted) , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 17, 2023 and incorporated herein by reference. 10.21 Amendment No. 3 to Development Collaboration Agreement by and between Lixte Biotechnology Holdings, Inc. and the Netherlands Cancer Institute, Amsterdam, and the Oncode Institute, Utrecht, entered into on November 29, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 2, 2024 and incorporated herein by reference. - 98 - 10.22 Exclusive Patent License Agreement between Lixte Biotechnology , Inc. and the National Institute of Neurological Disorders and Stroke and the National Cancer Institute, each a component of the National Institute of Health, effective as of February 23, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 26, 2024 and incorporated herein by reference. 10.23 At-the-Market Sales Agreement dated as of January 6, 2025 between Lixte Biotechnology Holdings, Inc. and WallachBeth Capital, LLC, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2025 and incorporated herein by reference. 10.24 Amendment No. 1 to the Clinical Trial Agreement between the Company and GEIS dated March 11, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 14, 2025 and incorporated herein by reference. 10.25 Employment Agreement between the Company and Geordan Pursglove dated as of June 16, 2025 , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2025 and incorporated herein by reference. 10.26 Amendment to Employment Agreement. between the Company and Bastiaan van der Baan dated as of June 16, 2025 , filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2025 and incorporated herein by reference. 10.27 Form of Securities Purchase Agreement , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025 and incorporated herein by reference. 10.28 Form of Placement Agent Agreement , filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025 and incorporated herein by reference. 10.29 Form of Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2025 and incorporated herein by reference. 10.30 Form of Placement Agent Agreement, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2025 and incorporated herein by reference. 10.31 Share Exchange Agreement, dated November 21, 2025, by and among the Company, Orbit Capital Inc., and Liora Technologies Europe Ltd., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 25, 2025 and incorporated herein by reference. 10.32 Royalty Agreement, dated November 24, 2025, by and among the Company and Orbit Capital Inc., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 25, 2025 and incorporated herein by reference. 10.33 Amendment to the Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan (Incorporated by reference to Annex A to Schedule DEF 14A filed with the SEC on October 27,2025)., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 11, 2025 and incorporated herein by reference. 10.34 Form of Securities Purchase Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 2025 and incorporated herein by reference. 10.35 Form of Placement Agent Agreement, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 2025, and incorporated herein by reference. 10.36 Amendment No. 2 To Agreement for GSK & Lixte Supported Collaborative Study Agreement, dated December 17th, 2025, by and among the Company, GlaxoSmithKline LLC and The University of Texas, M.D. Anderson Cancer Center. , filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 23, 2025, and incorporated herein by reference. 10.37 Collaborative Research Agreement, dated December 17, 2025, by and between the Company, and The University of Texas M.D. Anderson Cancer Center., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 23, 2025, and incorporated herein by reference. 10.38 Share Exchange Agreement dated December 30, 2025, among Orbit Capital Inc. and Lixte Biotechnology Holdings, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 31, 2025, and incorporated herein by reference. - 99 - 10.39 Allocation Deed dated February 12, 2026, between Sidney Braun, Liora Technologies Europe Ltd, and Lixte Biotechnology Holdings. Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 18, 2026, and incorporated herein by reference. 10.40 Consultancy Agreement dated February 13, 2026, between Liora Technologies Europe Ltd, and Sidney Braun., filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 18, 2026, and incorporated herein by reference. 21.1 Subsidiaries of the Registrant, filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 29, 2023 and incorporated herein by reference. 23.1 Consent of Weinberg & Company , P.A., Independent Registered Public Accounting Firm* 31.1 Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS Inline XBRL Instance Document (does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Scheme Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101.INS) * Filed herewith. + Indicates a management contract or any compensatory plan, contract or arrangement. - 100 - SIGNATURES In accordance with Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 31, 2026 LIXTE BIOTECHNOLOGY HOLDINGS, INC. (Registrant) By: /s/ GEORDAN PURSGLOVE Name: Geordan Pursglove Title: President and Chief Executive Officer In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacity and on the dates indicated. Signature Title Date /s/ GEORDAN PURSGLOVE President and Chief Executive Officer March 31, 2026 Geordan Pursglove /s/ PETER STAZZONE Vice President and Chief Financial Officer March 31, 2026 Peter Stazzone /s/ JASON D. SAWYER Director March 31, 2026 Jason D. Sawyer /s/ MICHAEL A. HOLLOWAY Director March 31, 2026 Michael A. Holloway /s/ GUY W. PRIMUS Director March 31, 2026 Guy W. Primus /s/ LOURDES FELIX Director March 31, 2026 Lourdes Felix - 101 - LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) Years Ended December 31, 2025 and 2024 Page Number Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 572 ) F-2 Consolidated Balance Sheets - December 31, 2025 and 2024 F-4 Consolidated Statements of Operations - Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Stockholders’ Equity - Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows - Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements - Years Ended December 31, 2025 and 2024 F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Lixte Biotechnology Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lixte Biotechnology Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no recurring source of revenue 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates. F- 2 Acquisition of Liora As discussed in Note 4 to the financial statements, the Company acquired an 80% ownership interest in Liora Technologies Europe Ltd. (“Liora”), which owns the LiGHT proton therapy system. Management concluded that the transaction should be accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in the LiGHT system. As of December 31, 2025, the Company consolidates Liora and presents the remaining 20% ownership interest as noncontrolling interest. Auditing the accounting for the acquisition of Liora involved especially challenging auditor judgment due to the complexity of the transaction structure, including the sequencing of the transaction and the significant judgement required to determine the appropriate accounting under ASC 805. The acquisition was executed through multiple interrelated agreements, including an initial share exchange agreement, subsequent restructuring transactions, and a later amended and restated agreement intended to reflect the final ownership structure. Significant auditor judgement was required to evaluate whether the appropriate accounting treatment was applied, including evaluating the substance of these interrelated transactions, and whether the acquisition should be viewed as the purchase of a business or the acquisition of a single identifiable asset group. This assessment required significant auditor judgment in evaluating whether substantially all of the fair value of the assets acquired was concentrated in the LiGHT proton therapy system and whether the acquired set included a substantive process or organized workforce sufficient to meet the definition of a business. Our audit procedures related to the acquisition consisted of the following, among others: ● We obtained and evaluated the original share exchange agreement, the subsequent share exchange agreement, and the amended and restated share exchange agreement, and assessed whether the substance of the arrangements supported accounting for the transaction as a single integrated transaction. ● We evaluated management’s analysis under ASC 805, including management’s conclusion that the acquisition did not meet the definition of a business acquisition. ● We evaluated the measurement of the consideration transferred. ● We performed a physical observation of the LiGHT proton therapy system at the Daresbury Laboratory facility. ● We assessed the adequacy of the Company’s disclosures related to the transaction in the consolidated financial statements. We have served as the Company’s auditor since 2008. /s/ Weinberg & Company, P.A . Los Angeles, California March 31, 2026 F- 3 LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2025 2024 December 31, 2025 2024 ASSETS Current assets: Cash $ 5,106,872 $ 1,038,952 Prepaid insurance 26,682 20,898 Other prepaid expenses 44,825 85,653 Total current assets 5,178,379 1,145,503 LiGHT proton therapy system equipment 6,582,560 - Right-of-use lease assets 972,682 - Total assets $ 12,733,621 $ 1,145,503 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses, including $ 125,959 and $ 27,500 to related parties at December 31, 2025 and December 31, 2024, respectively $ 436,482 $ 83,206 Research and development contract liabilities 232,138 235,078 Operating lease obligations, current 595,418 - Series B Convertible Preferred Stock 8% cumulative dividend payable 69,073 - Total current liabilities 1,333,111 318,284 Operating lease obligations, long-term 438,959 - Total liabilities 1,772,070 318,284 Commitments and Contingencies - - Stockholders’ Equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; Series A Convertible Preferred Stock, $ 10.00 per share stated value – 0 and 350,000 shares issued and outstanding at December 31, 2025 and 2024, respectively - 3,500,000 Series B Convertible Preferred Stock, $ 0.7146 per share stated value – 2,423,130 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively 1,731,569 - Preferred Stock, value 1,731,569 - Common stock, $ 0.0001 par value authorized – 100,000,000 shares; issued and outstanding – 8,790,102 and 2,249,290 shares at December 31, 2025 and 2024, respectively 879 225 Additional paid-in capital 66,008,824 49,394,687 Accumulated deficit ( 58,077,213 ) ( 52,067,693 ) Total Lixte Biotechnology stockholders’ equity 9,664,059 827,219 Non-controlling interest 1,297,492 - Total stockholders’ equity 10,961,551 827,219 Total liabilities and stockholders’ equity $ 12,733,621 $ 1,145,503 See accompanying notes to consolidated financial statements. F- 4 LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 2024 Revenues, net $ - $ - Costs and expenses: General and administrative costs (includes $ 1,388,322 and $ 418,422 of stock-based compensation, respectively) 4,852,702 2,846,557 Research and development costs 254,919 726,232 Total costs and expenses 5,107,621 3,572,789 Loss from operations ( 5,107,621 ) ( 3,572,789 ) Other income (expenses): Interest Income 7,388 7,048 Interest Expense ( 9,158 ) ( 16,821 ) Realized loss on digital assets ( 904,394 ) - Foreign currency gain (loss) 525 ( 3,403 ) Other income 3,740 - Net loss $ ( 6,009,520 ) $ ( 3,585,965 ) Series B Convertible Preferred Stock 8% cumulative dividend ( 69,073 ) $ - Non-controlling interest - $ - Net loss attributable to common stockholders $ ( 6,078,593 ) $ ( 3,585,965 ) Net loss per common share – basic and diluted $ ( 1.26 ) $ ( 1.59 ) Weighted average common shares outstanding – basic and diluted 4,840,731 2,249,290 See accompanying notes to consolidated financial statements. F- 5 LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Shares Amount Shares Amount Shares Amount Capital Deficit interest Equity Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Additional Paid in Accumulated Non-controlling Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit interest Equity Balance, December 31, 2023 350,000 $ 3,500,000 - $ - 2,249,290 $ 225 $ 48,976,265 $ ( 48,481,728 ) $ - $ 3,994,762 Stock-based compensation - - - - - - 418,422 - - 418,422 Net loss - - - - - - ( 3,585,965 ) ( 3,585,965 ) Balance, December 31, 2024 350,000 3,500,000 - - 2,249,290 225 49,394,687 ( 52,067,693 ) - 827,219 Balance 350,000 $ 3,500,000 - $ - 2,249,290 $ 225 $ 49,394,687 $ ( 52,067,693 ) $ - $ 827,219 Proceeds from sale of securities in February 2025 registered direct offering, net of offering costs - - - - 434,784 43 914,185 - - 914,228 Stock options issued to settle accrued payable - - - - - - 27,500 - - 27,500 Conversion of Series A convertible stock ( 350,000 ) ( 3,500,000 ) - - 72,917 8 3,499,992 - - - Proceeds from sale of securities in July 2025 registered private placement, net of offering costs - - 3,573,130 2,553,359 59,552 6 1,624,797 - - 4,178,162 Proceeds from sale of securities in July 2025 registered direct offering, net of offering costs - - - - 210,675 21 1,330,791 - - 1,330,812 Proceeds from sale of securities in December 2025 registered direct offering, net of offering costs - - - - 526,342 53 3,841,944 - - 3,841,997 Exercise of placement agent warrants - - - - 221,690 22 ( 22 ) - - - Exercise of pre-funded warrants - - - - 3,065,362 306 ( 306 ) - - - Exercise of common warrants - - - - 20,000 2 45,799 - - 45,801 Common stock issued for services - - - - 39,181 4 171,607 - - 171,611 Conversion of Series B Convertible Preferred Stock and related dividend - - ( 1,150,000 ) ( 821,790 ) 1,190,309 119 821,671 - - - Series B Convertible Preferred Stock 8% cumulative dividend - - - - - - ( 69,073 ) - - ( 69,073 ) Common stock issued for acquisition of Liora - - - - 700,000 70 3,016,930 - - 3,017,000 Liora non-controlling interest - - - - 1,297,492 1,297,492 Stock-based compensation - - - - - - 1,388,322 - - 1,388,322 Net loss - - - - - - - ( 6,009,520 ) ( 6,009,520 ) Balance, December 31, 2025 - $ - 2,423,130 $ 1,731,569 8,790,102 $ 879 $ 66,008,824 $ ( 58,077,213 ) $ 1,297,492 $ 10,961,551 Balance - $ - 2,423,130 $ 1,731,569 8,790,102 $ 879 $ 66,008,824 $ ( 58,077,213 ) 1,297,492 $ 10,961,551 See accompanying notes to consolidated financial statements. F- 6 LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 6,009,520 ) $ ( 3,585,965 ) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash lease expense for right-of-use asset 61,695 - Stock-based compensation expense 1,388,322 418,422 Common stock issued for services 171,611 - Realized loss on digital assets 904,394 - Changes in operating assets and liabilities: Advances on research and development contract services - 78,016 Prepaid insurance ( 5,784 ) ( 3,782 ) Other prepaid expenses 40,828 ( 75,653 ) Accounts payable and accrued expenses 380,776 ( 73,552 ) Research and development contract liabilities ( 2,940 ) 77,978 Net cash used in operating activities ( 3,070,618 ) ( 3,164,536 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of digital assets ( 2,637,360 ) Cash paid for Liora investment ( 440,000 ) - Capitalized transaction costs ( 95,102 ) - Net cash used in investing activities ( 3,172,462 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of securities in registered direct offerings, net of offering costs 6,087,037 - Proceeds from sale of securities in registered private placement, net of offering costs 4,178,162 Exercise of common stock warrants 45,801 Net cash provided by financing activities 10,311,000 - NET CHANGE IN CASH 4,067,920 ( 3,164,536 ) Cash - Beginning of period 1,038,952 4,203,488 Cash - End of period $ 5,106,872 $ 1,038,952 Supplemental disclosures of cash flow information: Cash paid for interest $ 9,158 $ 16,821 Cash paid for income taxes $ - $ - Non-cash investing and financing activities: Options issued to settle accrued Board fees $ 27,500 - Exercise of placement agent warrants on a cashless basis $ 22 - Exercise of pre-funded warrants $ 306 - Conversion of Series A Convertible Preferred Stock into common stock $ 3,500,000 - Conversion of Series B Convertible Preferred Stock into common stock $ 821,790 - Accrual of Series B Convertible Preferred Stock 8% cumulative dividend $ 69,073 - Dividend payable settled in shares $ 20,075 Digital assets transferred as consideration for acquisition of Liora (non-cash investing) — FV at transfer $ 1,732,966 - Common stock issued for acquisition of Liora $ 3,017,000 - Right-of use asset and lease liability - operating lease (UKRI Daresbury) $ 1,034,377 Non-controlling interest $ 1,297,492 Accrual of deferred offering costs $ - $ 6,928 See accompanying notes to consolidated financial statements. F- 7 LIXTE BIOTECHNOLOGY HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2025 and 2024 1. Organization and Basis of Presentation Lixte Biotechnology Holdings, Inc., a Delaware corporation, including its wholly-owned Delaware subsidiary, Lixte Biotechnology, Inc. (collectively, the “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 Boca Raton, Florrida. On November 21, 2025, the Company acquired Liora Technologies Europe Ltd. (“Liora”). Liora’s principal asset is a proton therapy system known as the Linac Image-Guided Hadron Technology (“LiGHT”) machine. The LiGHT machine provides a proton beam allowing the delivery of ultra-high dose rates to deep-seated cancer tumors (see Note 3). In addition, the Company’s product pipeline is 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 activity. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, relies on stock-based compensation for a substantial portion of employee and consultant compensation, and is dependent on periodic access to equity capital to fund its operating requirements. Going Concern For 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 development programs. As a result, management has concluded 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 10-K. 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. The 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 December 31, 2025, 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. In addition, through the acquisition of Liora, the Company expects to incur approximately $ 2 million over the next 24 months to recommission and update the Light machine. Liora currently has no revenues, and the Company will require additional capital to fund these activities. Management 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. If the Company is unable to obtain the necessary funding, it may be required to delay, scale back, or eliminate its clinical development programs; curtail expenditures related to the LiGHT system; or pursue strategic alternatives, including potential asset sales or the cessation of operations. Nasdaq Compliance The Company’s common stock are traded on the Nasdaq Capital Market under the symbol “LIXT”. On August 23, 2024, the Company received written notification from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the minimum stockholders’ equity requirement of $ 2,500,000 for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b) (the “Stockholders’ Equity Requirement”). On October 3, 2024, the Company submitted a plan to the Staff to regain compliance with the Stockholders’ Equity Requirement. On October 21, 2024, the Staff provided written notification to the Company that it had granted an extension through February 18, 2025 to regain compliance with the Stockholders’ Equity Requirement. As of February 18, 2025, the Company had not gained compliance with the Stockholders’ Equity Requirement. Accordingly, on February 19, 2025, the Company received written notification from the Staff stating that the Company did not meet the terms of the extension because it did not complete its proposed financing initiatives to regain compliance. The Company timely requested a hearing before the Nasdaq Hearings Panel (“Panel”), staying any suspension or delisting pending the Panel’s decision. Following an April 3, 2025 hearing, the Panel granted the Company a further extension through July 3, 2025 to regain compliance. On 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 6). On July 15, 2025, Nasdaq notified the Company that it had regained compliance with the stockholders’ equity requirement. The 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 plan. F- 8 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of Lixte Biotechnology Holdings, Inc., its wholly-owned subsidiary, Lixte Biotechnology, Inc., and its 80 % owned subsidiary Liora. Liora was acquired on November 21, 2025. The accompanying consolidated financial statements include Liora’s assets, liabilities, income and expenses since acquisition. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and, if appropriate, adjusts them. Significant estimates include those related to assumptions used in the calculation of accruals for clinical trial costs and other potential liabilities, and valuing equity instruments issued for services. Cash Cash 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. Morgan 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. Asset Acquisitions The 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. The Company 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. Digital Assets The 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. F- 9 Property and Equipment The 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. Long – Lived Assets Long-lived 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. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. The 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. Research and Development Research 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. Research and development costs also include the costs to manufacture compounds used in research and clinical trials, which are charged to operations as incurred. The Company’s inventory of LB-100 for clinical use has been manufactured separately in the United States and in the European Union in accordance with the laws and regulations of such jurisdictions. Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined as non-refundable are charged to operations as incurred. Obligations incurred with respect to mandatory scheduled payments under agreements with milestone provisions are recognized as charges to research and development costs in the Company’s consolidated statement of operations based on the achievement of such milestones, as specified in the respective agreement. 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. Payments made pursuant to contracts are initially recorded as advances on research and development contract services in the Company’s consolidated balance sheet and are then charged to research and development costs in the Company’s consolidated statement of operations as those contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development contract 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. The Company reviews the status of its various clinical trial and research and development contracts on a quarterly basis. Patent and Licensing Legal and Filing Fees and Costs Due 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 were $ 112,091 and $ 243,186 for the years ended December 31, 2025 and 2024, respectively. Patent and licensing legal and filing fees and costs are included in general and administrative costs in the Company’s consolidated statement of operations. F- 10 Leases Under the guidance of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2025 and 2024. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of December 31, 2025 or 2024 and does not anticipate any material amount of unrecognized tax benefits through December 31, 2026. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. The Company had not recorded any liability for uncertain tax positions as of December 31, 2025 or 2024. Subsequent to December 31, 2025, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. F- 11 Stock-Based Compensation The Company periodically issues common stock and stock options to officers, directors, employees, contractors and consultants for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured at the grant date fair value and charged to operations ratably over the vesting period. The Company accounts for stock-based payments to officers, directors, employees, contractors, and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s financial statements over the vesting period of the awards. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the expected life of the stock option, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock is determined by reference to the quoted market price of the Company’s common stock on the grant date. The expected dividend yield is based on the Company’s expectation of dividend payouts and is assumed to be zero. The Company recognizes the fair value of stock-based compensation awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option exercises. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions 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 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 warrants. F- 12 Segment Information The Company’s 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 cancer treatments. The CODM uses consolidated net income (loss) as the sole measure of segment profit or loss (see Note 10). Earnings (Loss) Per Share The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the respective periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the respective periods. The weighted average number of common shares outstanding utilized for determining basic net loss per common share for the year ended December 31, 2025 includes all pre-funded warrants sold in the July 2, 2025, July 8, 2025, and December 22, 2025 equity financings, aggregating 3,610,883 pre-funded warrants, of which 545,521 pre-funded warrants were unexercised at December 31, 2025. Basic and diluted loss per common share was the same for all periods presented because all preferred shares, warrants (excluding pre-funded warrants) and stock options outstanding were anti-dilutive. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2025 2024 December 31, 2025 2024 Series A Convertible Preferred Stock — 72,917 Series B Convertible Preferred Stock 2,423,130 — Common stock warrants 8,512,614 808,365 Common stock options, including options issued in the form of warrants 1,158,059 613,232 Total 12,093,803 1,494,514 Foreign Currency Translation The consolidated financial statements are presented in the United States dollar, which is the functional and reporting currency of the Company. The Company periodically incurs a cost or expense in a foreign jurisdiction denominated in a local currency. The Company purchases the required foreign currency to pay such cost or expense on an as-needed basis. Such cost or expense is converted into United States dollars for financial statement purposes based on the foreign currency conversion rate in effect on the transaction date. The Company purchases the requisite foreign currency to pay such cost or expense on an as-needed basis. Any gain or loss resulting from the purchase of the foreign currency is included as foreign currency gain (loss) in the consolidated statement of operations. During the years ended December 31, 2025 and 2024, the Company incurred various costs and expenses denominated in Euros, which were converted into United States dollars at the average rate of 1.1306 and 1.0823 Euros per United States dollar, respectively. As of December 31, 2025 and 2024, the Company did not hold any currencies other than the United States dollar in its bank accounts, and was not a party to any foreign currency forward or exchange contracts. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. F- 13 Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying value of financial instruments, which consists of accounts payable and accrued expenses is considered to be representative of their respective fair values due to the short-term nature of those instruments. Concentration of Risk The 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, 2025 and 2024 are described below. General and administrative costs for the years ended December 31, 2025 and 2024 include charges from legal firms and other vendors for general licensing and patent prosecution costs relating to the Company’s intellectual properties representing 2.9 % and 8.6 % of total general and administrative costs, respectively. General and administrative costs for the year ended December 31, 2025 include charges for management compensation, representing 18.5 % of total general and administrative costs. December 31, 2024 includes 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 years ended December 31, 2025 and 2024 include charges for the fair value of stock options granted to directors and corporate officers representing 20.9 % and 14.7 %, respectively, of total general and administrative costs. Research and development costs for the year ended December 31, 2025 include charges from four vendors and consultants representing 25.6 %, 22.0 % and 21.4 %, and 11.7 %, respectively, of total research and development costs. Research 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. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 amends the FASB Accounting Standards Codification to require specified information about certain costs and expenses in the notes to the financial statements at each interim and annual reporting period, including disclosure of the amounts of purchases of inventory; employee compensation; depreciation; intangible asset amortization; and depreciation, depletion, and amortization included in each relevant expense caption on the face of the income statement within continuing operations that contains any of the expense categories previously listed. Disclosure will also be required of the total amount of selling expenses and an entity’s definition of selling expenses in annual reporting periods. ASU 2024-03 does not change or remove current expense disclosure requirements, but does affect where and how this information is presented in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning January 1, 2027, and interim periods within annual reporting periods beginning January 1, 2028. Early adoption is permitted. The Company is in the process of evaluating ASU 2024-03 to determine its impact on the Company’s consolidated financial statement presentation and related disclosures. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statements, including their presentation and related disclosures. F- 14 3. Acquisition of Liora Technologies Europe Ltd. Background A.D.A.M. S.A. (“ADAM”) was founded in 2007 by the European Council for Nuclear Research (“CERN”) to develop proton therapy particle accelerators for cancer treatment. Advanced Oncotherapy Plc (“AVO”), a public company in the United Kingdom, acquired ADAM in 2013. ADAM began development on the Linac Image-Guided Hadron Technology (“LiGHT”) machine in 2005, which provides a proton beam allowing the delivery of ultra-high dose rates to deep-seated tumors. After acquisition by AVO, development of the LiGHT machine continued through 2021. AVO was unable to raise sufficient capital to finish its business plan for the LiGHT machine and entered bankruptcy on May 30, 2024. Upon entering bankruptcy, AVO’s LiGHT machine was a physically complete prototype, but not clinically certified to be used on patient treatment. The LiGHT machine is located in a leased facility at the Daresbury Laboratory research park in the United Kingdom. Between May 2024 and November 2025, two trustees administrated the AVO bankrupt estate, and there was no activity related to the LiGHT machine other than being stored at Daresbury Laboratory. The Light machine is not currently operational. Liora and Orbit Capital Liora was formed October 7, 2025, by issuance of 1,000 shares of capital stock to Medgenesis, a Wyoming Corporation, owned by Sidney Braun (“Braun”) and Dr. Asher Schmulewitz. Contemporaneously, Orbit Capital Inc., a Cayman Islands corporation founded by Jason Butcher, entered into a loan agreement pursuant to which Orbit Capital loaned $ 1 million to Medgenesis. On November 6, 2025, Liora acquired all the assets, as defined, of AVO for total consideration of $5.8 million, of which $800,000 was paid upon closing and $5 million is deferred until two specific milestones are met: (i) $2.5 million of the deferred consideration is due when Liora obtains certification from US/UK regulator to use the LiGHT machine on patients, and (ii) $2.5 million of the deferred consideration is due when Liora’s revenue exceeds $30 million. The funds to purchase the assets from AVO were provided to Liora by the loan of $1 million from Orbit Capital to Medgenesis. On November 10, 2025 all 1,000 shares of Liora’s capital stock were sold to Orbit Capital by Medgenesis for $1 and the extinguishment of the $1 million loan. During 2025, Braun was a consultant to the Company, and became CEO of Liora on February 13, 2026. Lixte acquisition of Liora On November 21, 2025, the Company entered into a share exchange agreement to acquire Liora from Orbit Capital. The acquisition was executed through multiple agreements, including (i) an initial share exchange agreement dated November 21, 2025 (the “Original SEA”) ; (ii) a subsequent share exchange agreement dated December 30, 2025 (the “Post-Closing SEA”); and (iii) an amended and restated agreement dated March 6, 2026 (the “A&R Agreement”). The Post-Closing SEA finalized the structure such that Lixte owned 80 % of Liora and Orbit Capital owned 20 % of Liora. In addition there was a royalty agreement between the Company and Orbit dated November 21, 2025, that was terminated on December 16, 2025. As of December 31, 2025, the Company owns 80 % of Liora and consolidates Liora, with the remaining 20 % ownership interest presented as noncontrolling interest. A summary of the transaction agreements are as follows: (i) Share Purchase Agreement dated November 21, 2025 (the “Original SEA”) On November 21, 2025, the Company agreed to purchase 1,000 shares of Liora from Orbit Capital in exchange for 2,700 shares of Series C preferred stock, convertible into 2.7 million shares of common stock, 10.59 Bitcoin ($ 901,323 ), 300.7 Ethereum ($ 831,643 ), and $ 440,000 cash. In addition, Lixte assumed the deferred payment due to AVO of $5 million, and assumed a two-year lease at Daresbury Laboratory. Royalty Agreement dated November 21, 2025, terminated December 16, 2025 Lixte agreed to a Royalty agreement to pay Orbit 10 % of “net revenue” generated from the operation, use, licensing, or sale of the LiGHT machine. This royalty stream is capped at $ 45 million. On December 16, 2025, the royalty agreement was terminated. (ii) Share Purchase Agreement dated December 30, 2025 (the “Post-Closing SEA”) Management determined this was a post-closing restructuring of the equity consideration of the November 21 2025, transaction. Orbit Capital agreed to exchange the 2,700 shares of the Lixte’s Series C Convertible Preferred stock for 700,000 Shares of Lixte’s common shares plus 200 shares of Liora. The December 30, 2025 share exchange agreement finalized that Lixte retained 80 % ownership of Liora and Orbit Capital Inc. retained 20 % of Liora. (iii) Amended and Restated Share Exchange Agreement dated March 6, 2026 (the “A&R Agreement”) Management determined that, in substance, the Company, Liora and Orbit intended that the transactions occurring under the Original SEA and the Post-Closing SEA all be given effect as if they all occurred effective November 21, 2025. Accordingly, the Company and Orbit entered into the A&R Agreement to clarify and consolidate the transactions contemplated by the Original SEA and Post-Closing SEA and by such interim arrangements into a single integrated agreement reflecting the parties’ intent and agreed upon ownership structure. Management concluded that the Original SEA, Post-Closing SEA, and A&R Agreement represent a single integrated transaction that, in substance, resulted in the Company acquiring an 80 % ownership interest in Liora effective November 21, 2025 F- 15 Accounting for acquisition of Liora as an asset acquisition The Company evaluated whether the acquisition met the definition of a business. Management determined that substantially all of the fair value of the assets acquired is concentrated in the LiGHT proton therapy system equipment, and that the acquisition of Liora did not include substantive processes or an organized workforce. Accordingly, the acquisition does not meet the definition of a business and is accounted for as an asset acquisition. The following table summarizes the fair value of the purchase consideration and the fair value of tangible assets and assumed liabilities of Liora on the date of acquisition: Summarizes The Fair Value of Purchase Consideration Total consideration transferred and implied fair value of acquired assets Cash $ 440,000 Digital assets (10.5925 Bitcoin BTC) 901,323 Digital assets (300.699 Ether ETH) 831,643 Common stock ( 700,000 shares of common stock at $ 4.31 per share) 3,017,000 Total consideration transferred for 80 % interest 5,189,966 Noncontrolling interest ( 20 %) 1,297,492 The implied total value of the acquired asset ( 100 %) 6,487,458 Capitalized transaction costs 95,102 Total acquisition costs $ 6,582,560 Liora’s identifiable assets acquired and liabilities assumed LIGHT proton therapy system equipment $ 6,582,560 The LiGHT system is presented as a consolidated asset. The 20 % ownership retained by Orbit is presented as noncontrolling interest in equity. The LiGHT system is a tangible long-lived asset. The LIGHT system is currently not operational and requires recommissioning, upgrades, and regulatory clearance. Accordingly, the asset is classified as property and equipment and treated as an asset under construction until it is ready for its intended use. Contingent consideration Liora’s purchase of the LiGHT system from AVO included deferred milestone-based payments of $ 5 million, which Lixte assumed with the purchase of the LiGHT system. The deferred consideration is contingent upon specified future milestones. As of December 31, 2025, no amounts have been recognized related to these contingent payments. Accordingly, the deferred consideration should be evaluated under the applicable contingency guidance and recognized when the recognition threshold is met. Until that time, the deferred contingent amounts should be disclosed, as appropriate, but not recorded as part of the initial purchase price allocation. F- 16 Lease accounting The LiGHT machine is located in a leased facility. After the acquisition of the LiGHT machine from AVO, Liora entered into a two year operating lease with the Daresbury Laboratory site on November 17, 2025. The Company assumed the lease obligations and is accounting for the lease under ASC 842, including recognition of a right-of-use asset and lease liability (see Note 4). Currently, the Company expects that the LiGHT machine will continue to be housed at this location on a long-term basis. Business plan The LiGHT machine represents a physically complete proton linear accelerator prototype that has demonstrated the capability to generate a proton beam at therapeutic energy levels. The machine reflects the culmination of prior design and engineering activities and does not require further fundamental research and development to establish proof of concept. The Company’s current strategy is to position the LiGHT machine as a functional prototype platform to support future replication, licensing, and commercialization. However, the LiGHT machine has been inactive for an extended period prior to acquisition and is not currently operational. Before the LiGHT machine can be placed into service, it must undergo a comprehensive recommissioning process, including: ● safety assessment and certification prior to reactivation; ● replacement and updating of control room hardware and software (including computers, monitors, and operating systems); ● beamline integration, including alignment of accelerator components and synchronization of control systems; ● completion of safety checks and system validation procedures; and ● obtaining required regulatory clearances. Management estimates that the recommissioning process will require approximately 24 months to complete and will involve incremental expenditures of approximately $ 2.0 million. The realization of economic benefit from the LiGHT machine is dependent upon the successful completion of recommissioning activities, achievement of regulatory approval, and ultimate commercialization of the technology. There can be no assurance that the LiGHT machine will become operational or generate revenues. As of December 31, 2025, based on management’s evaluation of relevant events and circumstances, there are no indicators of impairment related to the LiGHT machine. 4. Leases On November 21, 2025, the Company assumed as part of the Liora acquisition, a two-year lease agreement between United Kingdom Research and Innovation (the “UKRI Daresbury Lease”) as a lessor that is a UK government entity and Liora for the rental of the Daresbury Tower located on premises at UKRI Daresbury that houses the acquired machine. The lease was classified as an operating lease and has a quarterly base rent of GBP 147,596 or approximately $ 198,500 . The lease commencement date was November 17, 2025 and has no renewal option. The Company recognized a right-of-use asset and corresponding lease liability of $ 1,043,437 for the UKRI Daresbury Lease. The following tables presents net lease costs and other supplemental lease information: Schedule of Operating lease cost Year Ended December 31, 2025 Operating lease cost $ 61,695 Operating lease – operating cash flows (fixed payments) $ - Operating lease – operating cash flows (liability reduction) $ - Non- Current assets – right of use assets $ 972,682 Current liabilities – operating lease liabilities $ 595,418 Non-current liabilities – operating lease liabilities $ 438,959 Remaining lease term (in years) 1.88 Implicit rate used for lease calculation 9.00 Future minimum payments under the leases at December 31, 2025 are listed in the table below (in thousands): Schedule of Future Minimum Payments Fiscal Year Operating Leases 2026 $ 595,418 2027 564,884 Total future minimum lease payments $ 1,160,302 Less: Imputed Interest ( 125,925 ) Present value of net future minimum lease payments $ 1,034,377 F- 17 5. Digital assets As of December 31, 2025, the Company has sold all digital assets that were initially purchased during August 2025. The Company did not have any digital assets at December 31, 2024. The following table represents the activity for digital assets during the year 2025: Schedule of Digital Assets Units Fair Value at 12/31/24 Cost of Additions Fair value of digital assets transferred for the acquisition of Liora Realized Loss Fair Value at 12/31/25 Etherum (ETH) 300.699 $ - $ 1,431,820 $ ( 831,643 ) $ ( 600,177 ) $ - Bitcoin (BTC) 10.5925 - 1,205,540 ( 901,323 ) ( 304,217 ) - $ - $ 2,637,360 $ ( 1,732,966 ) $ ( 904,394 ) $ - The Company’s digital asset holdings in Bitcoin and Ethereum were transferred to Orbit for the acquisition of Liora in November 2025. 6. Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.0001 per share. On March 17, 2015, the Company filed a Certificate of Designations, Preferences, Rights and Limitations of its Series A Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation. The Company designated a total of 350,00 0 shares as Series A Convertible Preferred Stock, which are non-voting. Each share of Series A Convertible Preferred Stock was convertible into 0.20833 shares of common stock (subject to customary anti-dilution provisions), had a liquidation preference based on its assumed conversion into shares of common stock, did not have any cash liquidation preference rights or any registration rights. The 350,000 outstanding shares of Series A Convertible Preferred Stock were converted into a total of 72,917 shares of common stock pursuant to a notice of conversion dated May 16, 2025. As of December 31, 2025 and 2024, the Company had 10,000,000 and 9,650,000 shares of undesignated preferred stock, respectively, which may be issued with such rights and powers as the Board of Directors may designate. On October 21, 2025, the Company filed a Certificate of Elimination of Certificate of Designations of Series A Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation to eliminate the 350,000 shares of Preferred Stock associated with the Series A Convertible Preferred Stock classification. On July 1, 2025, the Company filed a Certificate of Designations, Preferences, Rights and Limitations of its Series B Convertible Preferred Stock with the Delaware Secretary of State to amend the Company’s certificate of incorporation. The Company has designated a total of 3,573,130 shares as Series B Convertible Preferred Stock with a stated value of $ 0.7146 per share. Each Preferred Share was convertible into one share of Common Stock, plus an additional adjustment for an 8 % per annum cumulative dividend payable at conversion into shares of Common Stock valued at the conversion rate of $ 0.7146 . The Preferred Shares are non-voting, except that certain actions of the Company may not be taken except upon approval of holders who own a majority in stated value of the Preferred Shares. The Preferred Shares bear an 8 % per annum cumulative dividend non-compounding and payable at conversion either in cash or, at the holder’s election, in shares of Common Stock valued at the then effective conversion rate. The holders of the Preferred Shares have the right to designate two members to the Company’s Board of Directors. During the period October 1, 2025 through December 31, 2025, 1,150,000 shares of Series B Preferred were converted into 1,190,309 shares of common stock. F- 18 As of December 31, 2025 and December 31, 2024, the Company had 7,576,870 shares and 9,650,000 shares, respectively, of undesignated preferred stock, which may be issued with such rights and powers as the Board of Directors may designate. Common Stock The Company is authorized to issue a total of 100,000,000 shares of common stock, par value $ 0.0001 per share. As of December 31, 2025 and 2024, the Company had 8,790,102 and 2,249,290 shares of common stock issued and outstanding, respectively. February 13, 2025 registered direct offering Effective February 13, 2025, the Company closed a registered direct offering with certain investors which resulted in gross proceeds of $ 1,050,003 . After deducting placement agent fees and direct offering expenses of $ 135,775 , the Company received net proceeds of $ 914,228 . The Company sold and issued 434,784 shares of common stock at $ 2.415 per share. In a concurrent private placement, the Company also issued warrants to purchase 434,784 shares of common stock at an exercise price of $ 2.29 per share, exercisable immediately and expire five years from the date of issuance. The Company also granted the placement agent warrants to purchase 32,609 shares of common stock at $ 3.0188 per share, expiring February 11, 2030 . During 2025, 20,000 warrants were exercised, resulting in the receipt of $45,801 and issuance of 20,000 share of common stock. All warrants issued in the February 2025 equity offering include customary anti-dilution adjustments and a “fundamental transaction” provision. If a qualifying fundamental transaction within the Company’s control is consummated, holders may elect cash settlement equal to the Black-Scholes value. For fundamental transactions outside the Company’s control, holders are entitled to receive the same consideration as common shareholders. The warrants are classified in permanent equity. Any future cash settlements will be accounted for as equity distributions upon occurrence of the related fundamental transaction. July 2, 2025 private placement On July 18, 2025, the Company closed a private placement offering with certain investors which resulted in gross proceeds of $ 5,050,000 . After deducting placement agent fees and direct offering expenses of $ 871,838 , the Company received net proceeds of $ 4,178,162 . The Company sold and issued 3,573,130 shares of the Company’s Series B Convertible Preferred Stock; 59,552 shares of the Company’s common stock; warrants to purchase 6,355,214 shares of common stock; and pre-funded warrants to purchase 2,322,532 shares of common stock. The offering was priced at-the-market under Nasdaq rules at $ 0.8396 per common stock unit, with each unit consisting of one share of common stock at a price of $ 0.7146 and one common stock warrant at a price of $ 0.125 to acquire one share of common stock at an exercise price of $ 1.00 per share. During 2025, 2,302,011 pre-funded warrants exercisable at $ 0.00001 per share were exercised, resulting in the issuance of 2,302,011 shares of common stock. As of October 31, 2025, 20,521 pre-funded warrants remained unexercised. The 6,355,214 warrants issued in the offering include customary anti-dilution adjustments and a “fundamental transaction” provision. If a qualifying fundamental transaction within the Company’s control is consummated, holders may elect cash settlement equal to the Black-Scholes value. For fundamental transactions outside the Company’s control, holders are entitled to receive the same consideration as common shareholders. Accordingly, in the event of a change in control of the Company or a sale or transfer of all or substantially all of the Company’s assets, as defined, this fundamental transaction provision would entitle the warrant holders to substantial cash consideration, thus reducing the amounts to be retained by the Company or potentially distributable to the Company’s stockholders. The Company engaged Spartan Capital Securities, LLC (“Spartan”) to act as the placement agent, and paid Spartan a cash fee equal to 8.0 % of the aggregate gross proceeds raised, a non-accountable expense allowance of 1.0 % of the aggregate gross proceeds, plus $ 125,000 to reimburse Spartan’s expenses. The Company also issued Spartan placement agent warrants to purchase up to 315,626 shares of common stock, with an exercise price of 125 % of the offering price. On July 15, 2025, the placement agent’s warrants were exercised on a cashless basis into 221,690 shares of the Company’s common stock F- 19 July 8, 2025 equity offering On July 8, 2025, the Company closed a registered direct offering with certain investors which resulted in gross proceeds of $ 1,500,000 . After deducting placement agent fees and direct offering expenses of $ 169,188 , the Company received net proceeds of $ 1,330,812 . The Company sold and issued 210,675 shares of common stock, and pre-funded warrants to purchase 763,351 shares of common stock, at an offering price of $ 1.54 per share. During the period from July 8, 2025 through August 18, 2025, all 763,351 pre-funded warrants exercisable at $ 0.00001 per share that were sold were exercised, resulting in the issuance of 763,351 shares of common stock. The Company engaged Spartan Capital Securities, LLC (“Spartan”) to act as the placement agent, and paid Spartan a cash fee equal to 8.0 % of the aggregate gross proceeds raised, plus $ 40,000 to reimburse Spartan’s expenses. December 22, 2025 equity offering On December 23, 2025, the Company closed a registered direct offering with certain investors which resulted in gross proceeds of $ 4,299,997 . After deducting placement agent fees and direct offering expenses of $ 458,000 , the Company received net proceeds of $ 3,841,997 . The Company sold and issued 526,342 shares of the Company’s common stock, warrants to purchase 1,051,342 shares of common stock at an offering price of $ 3.96 per share, and pre-funded warrants to purchase 525,000 shares of common stock at an offering price of $ 4.09 per share (or $ 4.08999 per pre-funded warrant). The Company engaged Spartan to act as the placement agent, and paid Spartan a cash fee equal to 6.0 % of the aggregate gross proceeds raised, plus $ 85,000 to reimburse Spartan’s expenses. Shares Issued for Services In connection with the Market Awareness Agreement with MicroCap Advisory, LLC entered into during August 2025 and terminated in September 2025, the Company issued 9,181 shares of its common stock, valued at $ 44,711 , as settlement of the original 48,000 common share obligation. F- 20 Common Stock Warrants A summary of common stock warrant activity, including warrants to purchase common stock that were issued in conjunction with the Company’s private placement and public offerings, during the years ended December 31, 2025 and 2024 is presented below. Schedule of Warrants Outstanding Weighted Average Remaining Weighted Average Contractual Number of Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2023 803,365 $ 16.407 Issued — — Exercised — — Expired — — Warrants outstanding at December 31, 2024 808,365 $ 16.407 Issued 8,189,875 1.46 Exercised ( 335,926 ) 1.31 Expired ( 149,700 ) — Warrants outstanding at December 31, 2025 8,512,614 $ 1.914 3.77 Warrants exercisable at December 31, 2024 808,365 $ 16.407 Warrants exercisable at December 31, 2025 8,512,614 $ 1.914 3.77 At December 31, 2025, the outstanding warrants are exercisable at the following prices per common share: Schedule of Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) $ 1.000 6,355,214 $ 2.290 414,784 $ 3.019 32,609 $ 3.950 1,051,342 $ 6.000 583,334 $ 6.600 35,000 $ 20.000 29,000 $ 37.000 11,331 8,512,614 During the periods presented, the Company issued pre-funded warrants, each of which is exercisable immediately upon issuance at a de minimis exercise price of $ 0.00001 per share. Because the holders have already paid substantially all of the purchase price at issuance and the remaining exercise price is nominal, the pre-funded warrants are economically equivalent to outstanding common shares. The pre-funded warrants meet the criteria for equity classification. The warrants are indexed to the Company’s own stock, require physical settlement in shares, and do not include features that could require cash settlement. Due to their economic characteristics, pre-funded warrants function as share-like instruments, rather than traditional warrants with a substantive exercise price or term. Therefore, including them together with standard warrants in the warrant rollforward would significantly distort both the weighted-average exercise price and the weighted-average remaining contractual life, rendering those disclosures not meaningful. As a result, the Company presents pre-funded warrants separately from standard common stock warrants in the tables below. The pre-funded warrants are excluded from weighted-average exercise price and remaining life due to their de-minimis strike price and share-like characteristics. The following table presents a summary of activities related to pre-funded warrants. Summary of Activities Related to Common Stock Warrants Number of Pre-funded Warrants Outstanding at December 31, 2024 - Issued 3,610,883 Exercised (3,065,362 ) Outstanding at December 31, 2025 545,521 The following table presents a summary of total number of common stock warrants and pre-funded warrants. Schedule of Common Stock Warrants and Pre-Funded Warrant Warrant Type 12/31/2025 Common stock warrants 8,512,614 Pre-funded warrants 545,521 Total warrants outstanding 9,058,135 7. Related Party Transactions Related party transactions include transactions with the Company’s officers, directors and affiliates. F- 21 Employment Agreements with Officers Effective June 16, 2025, the Company entered into an employment agreement with Geordan Pursglove pursuant to which Mr. Pursglove was appointed as the Company’s Chief Executive Officer and Chairman of the Board of Directors for a term of three years, subject to automatic termination if the Company did not complete a successful financing that would enable it to maintain its listing on the Nasdaq Capital Market by July 3, 2025, which was accomplished on July 2, 2025. Under the employment agreement, Mr. Pursglove will receive an annual salary of $ 240,000 , which was increased to $ 360,000 effective as of January 1, 2026. During the year ended December 31, 2025, the Company paid $ 130,000 to Mr. Pursglove. Effective September 1, 2025, the Company appointed Geordan Pursglove as the Company’s President as the result of the resignation of Bastiaan (“Bas”) van der Baan (see below). Effective September 1, 2025, the Company entered into an employment agreement with Peter Stazzone to act as the Company’s Chief Financial Officer, for a term of one year, with an annual salary of $ 150,000 . During the year ended December 31, 2025, the Company paid $ 50,000 to Mr. Stazzone. In 2023, the Company entered into an employment agreement with Bas van der Baan to act as the Company’s President, Chief Executive Officer. Effective October 6, 2023, Mr. van der Baan was appointed as Chairman of the Board of Directors. Effective June 16, 2025, the employment agreement was amended to provide that Mr. van der Baan will serve as President and Chief Scientific Officer of the Company. Effective September 1, 2025, Mr. van der Bann resigned as President, but remained as the Company’s Chief Scientific Officer. The term of the employment agreement is for three years and is automatically renewable for additional one-year periods. During the years ended December 31, 2025 and 2024, the Company paid $ 174,000 and $ 153,495 , respectively, to Mr. van der Baan. Former officers In 2020, the Company entered into an employment agreement with Robert N. Weingarten to act as the Company’s Vice President and Chief Financial Officer. Mr. Weingarten resigned from the Company on September 1, 2025. During the years ended December 31, 2025 and 2024, the Company paid $ 116,667 and $ 175,000 , respectively, to Mr. Weingarten. In 2020, the Company entered into an employment agreement with Dr. James S. Miser, M.D., to act as the Company’s Chief Medical Officer. On May 29, 2024, the Company elected not to renew its employment agreement with Dr. Miser. During the year ended December 31, 2024, the Company paid $ 102,083 to Dr. Miser. In 2020, the Company entered into an employment agreement with Eric J. Forman, to act as the Company’s Chief Administrative Officer. The employment agreement with Mr. Forman terminated upon his resignation as an officer of the Company effective December 31, 2024. During the year ended December 31, 2024, the Company paid $ 200,000 to Mr. Forman. In 2024, the Company entered into a consulting agreement with Dr. Jan H.M. Schellens, M.D., Ph.D. the Company engaged Dr. Schellens as a consultant, and, effective August 1, 2024, as the Company’s Chief Medical Officer. The Company pays Dr. Schellens an annual compensation of 104,000 Euros (approximately $ 108,000 as of December 31, 2025). Effective as of July 31, 2025, the Company agreed to accept the resignation of Dr. Schellens. During the years ended December 31, 2025 and December 31, 2024, the Company paid $ 67,494 and $ 56,226 to Dr. Schellens, respectively. In 2022, René Bernards was appointed to the Company’s Board of Directors as an independent director. and would receive annual compensation for his services on the Board only in the form of cash, in lieu of the annual June 30 grant of stock options as provided to the Company’s other non-officer directors. During the years ended December 31, 2025 and 2024, the Company recorded charges of $ 0 and $ 10,000 , respectively, with respect to his annual cash board compensation. On September 1, 2025 the board accepted his resignation. F- 22 Compensatory Arrangements for Members of the Board of Directors Effective April 9, 2021, the Board of Directors approved a comprehensive cash and equity compensation program for the non-officer directors for their services on the Board of Directors (the “Board Plan”), which was amended effective May 25, 2022 and July 9, 2024. Cash compensation for directors, payable quarterly, is as follows: Base director compensation - $ 20,000 per year, Chairman of audit committee – additional $ 10,000 per year, Chairman of any other committees – additional $ 5,000 per year, Member of audit committee – additional $ 5,000 per year, Member of any other committees – additional $ 2,500 per year. Total cash compensation paid to non-officer directors was $ 27,500 and $ 38,819 , respectively, for the years ended December 31, 2025 and 2024. Stock-based compensation granted to members of the Company’s Board of Directors, officers and affiliates is described at Note 8. A summary of related party costs, including compensation under employment and consulting agreements and fees paid to non-officer directors for their services on the Board of Directors, for the years ended December 31, 2025 and 2024, is presented below. Schedule of Related Party Costs 2025 2024 Years Ended December 31, 2025 2024 Related party costs: Cash-based $ 817,325 $ 753,124 Stock-based 1,388,322 418,422 Total $ 2,205,647 $ 1,171,546 8. Stock-Based Compensation On July 14, 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) that provides for the granting of equity-based awards, consisting of stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to employees, officers, directors and consultants of the Company and its affiliates. As of December 31, 2024, the 2020 Plan allowed for a total of 750,000 issuable common shares. 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 issuable common shares. Stock Options Issued, Vested and Cancelled The Company periodically issues stock options as incentive compensation to directors and as compensation for the services of employees, contractors, and consultants of the Company. As 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. F- 23 During the year ended December 31, 2025, the Company granted stock options to directors and officers to purchase an aggregate of 631,414 shares of common stock. The stock options are exercisable at $ 0.90 per share to $ 4.45 per share, expire in five years , vest either immediately or over periods up to two years, with a fair value of approximately $ 1,150,000 on the date of grant which will be amortized over the vesting period. The total fair value of options that vested during years ended December 31, 2025 and 2024, was approximately $ 1,388,000 and $ 418,000 . The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The estimated volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. Unless sufficient historical exercise data is available, the expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. For stock options requiring an assessment of value during the year ended December 31, 2025, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value of Each Option Award Estimated Assumption Risk-free interest rate 3.58 % to 3.82 % Expected dividend yield 0 % Expected volatility 129 % to 139 % Expected life 2.5 to 3.5 years For stock options requiring an assessment of value during the year ended December 31, 2024, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 3.55 % to 4.29 % Expected dividend yield 0 % Expected volatility 126 % Expected life 2.5 to 3.5 years A summary of stock-based compensation costs for the years ended December 31, 2025 and 2024 is as follows: Schedule of Stock-based Compensation Costs 2025 2024 Years Ended December 31, 2025 2024 Related parties $ 1,388,322 $ 418,422 Non-related parties — — Total stock-based compensation costs $ 1,388,322 $ 418,422 F- 24 A summary of stock option activity, including options issued in the form of warrants, during the years ended December 31, 2025 and 2024 is as follows: Schedule of Stock Option Activity Including Options Form of Warrants Weighted Average Remaining Weighted Average Contractual Life Number of Shares Exercise Price (in Years) Stock options outstanding at December 31, 2023 552,083 $ 15.330 Granted 92,815 2.259 Exercised — — Expired ( 31,666 ) 35,368 Stock options outstanding at December 31, 2024 613,232 12.317 Granted 631,494 2.7673 Exercised — — Expired ( 86,667 ) 40.071 Stock options outstanding at December 31, 2025 1,158,059 $ 5.033 3.34 Stock options exercisable at December 31, 2024 409,897 $ 17,100 Stock options exercisable at December 31, 2025 1,059,311 $ 5.2016 3.23 As of December 31, 2025, 1,059,311 stock options were vested and exercisable. Total deferred compensation expense for the outstanding value of unvested stock options was approximately $ 230,000 at December 31, 2025, which will be recognized subsequent to December 31, 2025 over a weighted-average period of approximately 9 months. At December 31, 2025, the outstanding common stock options, including options issued in the form of warrants, are exercisable at the following prices per common share: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Including Options Form of Warrants Exercise Prices Options Outstanding (Shares) Options Exercisable (Shares) $ 0.905 72,648 50,148 $ 1.210 32,181 32,181 $ 1.870 21,217 21,217 $ 1.950 250,000 250,000 $ 2.330 16,665 16,665 $ 2.370 51,598 44,100 $ 2.390 5,000 5,000 $ 2.830 350,000 350,000 $ 3.590 50,000 31,250 $ 4.050 50,000 25,000 $ 4.450 50,000 25,000 $ 5.025 8,750 8,750 $ 5.880 40,000 40,000 $ 7.400 55,000 55,000 $ 20.000 20,000 20,000 $ 20.600 20,000 20,000 $ 28.000 25,000 25,000 $ 30.300 30,000 30,000 $ 32.100 10,000 10,000 1,158,059 1,059,311 Based on the closing fair market value of $ 3.93 per share on December 31, 2025, the intrinsic value attributed to exercisable but unexercised common stock options was approximately $ 1,276,719 at December 31, 2025. Outstanding stock options to acquire 98,749 shares of the Company’s common stock had not vested at December 31, 2025. F- 25 Upon the exercise of such stock options, the Company expects to satisfy the related stock obligations through the issuance of authorized but unissued shares of common stock. 9. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 are as follows: Schedule of Components of Deferred Tax Assets 2025 2024 December 31, 2025 2024 Research credits $ 733,000 $ 652,000 Capitalized research and development 720,000 900,000 Stock-based compensation 1,940,000 1,550,000 Net operating loss carryforwards 10,668,000 9,515,000 Other 37,000 Total deferred tax assets 14,098,000 12,617,000 Valuation allowance ( 14,098,000 ) ( 12,617,000 ) Net deferred tax assets $ — $ — In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2025 and 2024, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. The Company’s effective tax rate for the periods ended 12/31/2025 and 12/31/2024 were 0.0% for each period respectively. For the period ended 12/31/2025, the primary drivers of the variance from the statutory rate were primarily due to the full valuation allowance against deferred tax assets, and other permanent differences. For the period ended 12/31/2024, the primary drivers of the variance from the statutory rate were mainly due to the establishment of a full valuation allowance against deferred tax assets, state income tax effects, and other permanent differences. Due to the Company’s pre-tax loss position and valuation allowance, no income tax expense or benefit was recorded for the period. The following is a reconciliation from the Company’s statuary rate to the effective tax rate reported in the financial statements: Schedule of Effective Income Tax Rate Years Ended December 31, 2025 2024 U. S. federal statutory tax rate $ ( 1,276,505 ) 21.0 % $ ( 753,053 ) 21.0 % Effects of: State and local income taxes, net of federal benefit of state 1,264 ( 0.1 )% - - % Prior year true ups ( 19,668 ) 0.3 % ( 40,668 ) 1.13 % Tax credits ( 40,275 ) 3.2 % - 0.00 % Non-Deductible or Non-Taxable Items 379 0.0 % 137,387 ( 3.83 )% Change in valuation allowance 1,336,405 ( 24.4 )% 656,334 ( 18.3 )% Effective tax rate $ 1,600 - % - - % For the period ended 12/31/2025, the Company had federal and states net operating loss carryforwards of approximately $ 34.8 M and $ 36.8 M respectively. Of the federal amount, $ 14.0 have a limited carryforward period and will begin to expire in 2029 the remaining $ 20.8 M will have an indefinite carryforward period. Of the state post-apportioned amount, $ 14.1 M have a limited carryforward period and will begin to expire in 2038; the remaining $ 22.7 will have an indefinite carryforward period. The Company has $ 732,880 of Federal, R&D tax credit carryforwards as of December 31, 2025. In accordance with Section 382 and Section 383, utilization of the NOL and tax credit carryforwards may be subject to limitations based on prior or future ownership changes. Additionally, after weighing up all available positive and negative evidence for the period ending 12/31/2025, the Company has recorded a full valuation allowance. On July 4th, 2025, the President of the United States of America signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions. The Company has not recognized any significant impact from the change in the tax law. F- 26 In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and certain corresponding provisions of state law, if a corporation undergoes an “ownership change”, which is generally defined as a greater than 50% change, by value, in the ownership of its equity over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income might be limited. As the Company’s net operating losses have yet to be utilized, all previous tax years since 2006 remain subject to adjustment by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. 10. Segment Information The Company’s chief operating decision maker (“CODM”) has been identified as the Company’s President and Chief Executive Officer (“CEO”). The Company’s CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because the CODM evaluates financial performance on a consolidated basis, the Company has determined that it has a single 1 operating segment composed of the consolidated financial results of the Company. The following table presents the significant segment expenses (10% or greater) and other segment items regularly reviewed by the Company’s CODM and included in general and administrative costs. Schedule of Information by Segment 2025 2024 Years Ended December 31, 2025 2024 Cash based compensation 751,860 753,124 Stock-based compensation 1,388,322 418,422 Patent and licensing legal and filing fees and costs 112,091 243,186 Other consulting and professional fees 1,431,118 735,021 Insurance expense 257,478 434,444 Other costs and expenses, net 911,833 262,360 Total general and administrative costs $ 4,852,702 $ 2,846,557 The following table presents the significant segment expenses (10% or greater) and other segment items regularly reviewed by the Company’s CODM and included in research and development costs. 2025 2024 Years Ended December 31, 2025 2024 Clinical and related oversight costs $ 57,193 $ 377,958 Preclinical research focused on development of additional novel anti-cancer compounds 188,675 329,438 Regulatory service costs 9,051 18,836 Total research and development costs $ 254,919 $ 726,232 The following table presents a summary of research and development costs for the years ended December 31, 2025 and 2024 based on the respective geographical regions where such costs were incurred. 2025 2024 Years Ended December 31, 2025 2024 United States $ 193,679 $ 462,566 Spain 61,240 51,022 China - 2,282 Netherlands - 210,362 Total $ 254,919 $ 726,232 The following table presents the Company’s total assets by segment at December 31, 2025 and 2024. 2025 2024 December 31, 2025 2024 Research and development assets $ 10,000 $ 39,298 Corporate assets 12,723,621 1,106,205 Total assets $ 12,733,621 $ 1,145,503 11. Commitments and Contingencies Legal Claims On November 19, 2025, the Company received a written demand from FX Group Inc. and certain related parties (“FX”), asserting that FX was entitled to consulting fees in connection with capital offerings completed by the Company during June and July 2025. The Company denied the allegations, and negotiations continued after year-end. On January 22, 2026, the Company entered into a settlement agreement, under which the Company agreed to pay a one-time settlement amount of $ 100,000 to FX in exchange for mutual releases of all claims. As of December 31, 2025, management recorded an accrual of $ 100,000 for the settlement expense. The Company may be subject to legal claims and actions from time to time as part of its business activities. As of December 31, 2025 and 2024, the Company was no t subject to any other threatened or pending lawsuits, legal claims or legal proceedings. Principal Commitments Clinical Trial Agreements At 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 clinical trial monitoring agreements of $ 203,000 , which, based on current estimates, are currently scheduled to be incurred through approximately December 31, 2027. The Company’s ability to conduct and fund these contractual commitments is subject to the timely availability of sufficient capital to fund such expenditures, as well as any changes in the allocation or reallocation of such funds to the Company’s current or future clinical trial programs. The Company expects that the full amount of these expenditures will be incurred only if such clinical trial programs are conducted as originally designed and their respective enrollments and duration are not modified or reduced. Clinical trial programs, such as the types that the Company is engaged in, can be highly variable and can frequently involve a series of changes and modifications over time as clinical data is obtained and analyzed, and is frequently modified, suspended or terminated, in part based on receipt or lack of receipt of an indication of clinical benefit or activity, before the clinical trial endpoint is reached. Accordingly, such contractual commitments as discussed herein should be considered as estimates only based on current clinical assumptions and conditions and are typically subject to significant modifications and revisions over time. F- 27 The following is a summary of the Company’s ongoing contractual clinical trials described below as of December 31, 2025: Schedule of Contractual Clinical Trials Description of Clinical Trial Institution Start Date Projected End Date Number of Patients in Trial Study Objective Clinical Update Expected Date of Preliminary Efficacy Signal NCT No. Remaining Financial Contractual Commitment LB-100 combined with atezolizumab in microsatellite stable metastatic colorectal cancer (Phase 1b) Netherlands Cancer Institute (NKI) August 2024 December 2027 37 Determine RP2D with atezolizumab First patient entered August 2024, in total two patients entered December 2027 NCT06012734 - (1 ) LB-100 combined with doxorubicin in advanced soft tissue sarcoma (Phase 1b) GEIS June 2023 Recruitment completed September 2024 9 to 18 Determine MTD and RP2D Fourteen patients entered March 2026 NCT05809830 $ 293,000 Doxorubicin with or without LB-100 in advanced soft tissue sarcoma (Randomized Phase 2) GEIS TBD TBD 150 Determine efficacy: PFS Clinical trial not yet begun (subject to completion of Phase 1b GEIS clinical trial) TBD NCT05809830 - (1 ) LB-100 combined with dostarlimab in ovarian clear cell carcinoma (Phase 1b/2) MD Anderson January 2024 December 2027 42 Determine the OS of patients with recurrent ovarian clear cell carcinoma Twenty one patients entered December 2027 NCT06065462 - (1 ) Total $ 293,000 (1) The Company has no financial contractual commitment associated with this clinical trial at December 31, 2025. Netherlands Cancer Institute. Effective June 10, 2024, the Company entered into a Clinical Trial Agreement with the Netherlands Cancer Institute (“NKI”) (see Note 5) to conduct a Phase 1b 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 microsatellite stable metastatic colorectal cancer. Under the agreement, the Company will provide its lead compound, LB-100, and under a separate agreement between NKI and Roche, Roche will provide atezolizumab and financial support for the clinical trial. The Company has no obligation to and will not provide any reimbursement of clinical trial costs. Pursuant to the agreement and the protocol set forth in the agreement, the clinical trial will be conducted by NKI at NKI’s site in Amsterdam by principal investigator Neeltje Steeghs, MD, PhD, and NKI will be responsible for the recruitment of patients. The agreement provides for the protection of the respective intellectual property rights of each of the Company, NKI and Roche. This Phase 1b clinical trial will evaluate safety, optimal dose and preliminary efficacy of LB-100 combined with atezolizumab for the treatment of patients with metastatic microsatellite stable colorectal cancer. Immunotherapy using monoclonal antibodies like atezolizumab can enhance the body’s immune response against cancer and hinder tumor growth and spread. LB-100 has been found to improve the effectiveness of anticancer drugs in killing cancer cells by inhibiting a protein called PP2A on cell surfaces. Blocking PP2A increases stress signals in tumor cells expressing the PP2A protein. Accordingly, combining atezolizumab with LB-100 may enhance treatment efficacy for metastatic colorectal cancer, as cancer cells with heightened stress signals are more vulnerable to immunotherapy. This study comprises a dose escalation phase and a dose expansion phase. The objective of the dose escalation phase is to determine the recommended Phase 2 dose (RP2D) of LB-100 when combined with the standard dosage of atezolizumab. The dose expansion phase will further investigate the preliminary efficacy, safety, tolerability, and pharmacokinetics/dynamics of the LB-100 and atezolizumab combination. The clinical trial opened in August 2024 with the enrollment of the first patient. A total of two patients have been enrolled to date. Patient accrual is expected to take up to 24 months, with a maximum of 37 patients with advanced colorectal cancer to be enrolled in this study. The 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. The Investigational Review Board (IRB) of the Netherlands Cancer Institute has requested additional information with respect to these SAEs and the study has been paused for enrollment until the IRB’s questions have been satisfactorily addressed (see “Specific Risks Associated with the Company’s Business Activities - Serious Adverse Events” below for additional information). F- 28 The Company has no financial contractual commitment associated with this clinical trial. City of Hope. Effective January 18, 2021, the Company executed a Clinical Research Support Agreement (the “Agreement”) with the City of Hope National Medical Center, an NCI-designated comprehensive cancer center, and City of Hope Medical Foundation (collectively, “City of Hope”), to carry out a Phase 1b clinical trial of LB-100, the Company’s first-in-class protein phosphatase inhibitor, combined with an FDA-approved standard regimen for treatment of untreated extensive-stage disease small cell lung cancer (“ED-SCLC”). LB-100 was given in combination with carboplatin, etoposide and atezolizumab, an FDA-approved standard of care regimen, to previously untreated ED-SCLC patients. The LB-100 dose was to be escalated with the standard fixed doses of the 3-drug regimen to reach a recommended Phase 2 dose (“RP2D”). Patient entry was to be expanded so that a total of 12 patients would be evaluable at the RP2D to confirm the safety of the LB-100 combination and to look for potential therapeutic activity as assessed by objective response rate, duration of overall response, progression-free survival, and overall survival. The clinical trial was initiated on March 9, 2021, with patient accrual expected to take approximately two years to complete. Because patient accrual was slower than expected, effective March 6, 2023, the Company and City of Hope added the Sarah Cannon Research Institute (“SCRI”), Nashville, Tennessee, to the ongoing Phase 1b clinical trial. The Company and City of Hope continued efforts to increase patient accrual by adding additional sites and by modifying the protocol to increase the number of patients eligible for the clinical trial. The impact of these efforts to increase patient accrual and to decrease time to completion was evaluated in subsequent quarters. After 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, 2025 and 2024. During the years ended December 31, 2025 and 2024, the Company incurred costs of $ 0 and $ 285,019 , respectively, pursuant to this Agreement. As of December 31, 2025, total costs of $ 732,532 had been incurred pursuant to this Agreement. GEIS. Effective July 31, 2019, the Company entered into a Collaboration Agreement for an Investigator-Initiated Clinical Trial with the Spanish Sarcoma Group (Grupo Español de Investigación en Sarcomas or “GEIS”), Madrid, Spain, to carry out a study entitled “Randomized phase I/II trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcoma”. The purpose of this clinical trial is to obtain information with respect to the efficacy and safety of LB-100 combined with doxorubicin in soft tissue sarcomas. Doxorubicin is the global standard for initial treatment of advanced soft tissue sarcomas (“ASTS”). Doxorubicin alone has been the mainstay of first line treatment of ASTS for over 40 years, with little improvement in survival from adding cytotoxic compounds to or substituting other cytotoxic compounds for doxorubicin. In animal models, LB-100 consistently enhances the anti-tumor activity of doxorubicin without apparent increases in toxicity. GEIS has a network of referral centers in Spain and across Europe that have an impressive track record of efficiently conducting innovative studies in ASTS. The Company agreed to provide GEIS with a supply of LB-100 to be utilized in the conduct of this clinical trial, as well as to provide funding for the clinical trial. The goal is to enter approximately 150 to 170 patients in this clinical trial over a period of two to four years. The Phase 1 portion of the study began in the quarter ended June 30, 2023 to determine the recommended Phase 2 dose of the combination of doxorubicin and LB-100. As advanced sarcoma is a very aggressive disease, the design of the Phase 2 portion of the study assumes a median progression-free survival (“PFS”), no evidence of disease progression or death from any cause, of 4.5 months in the doxorubicin arm and an alternative median PFS of 7.5 months in the doxorubicin plus LB-100 arm to demonstrate a statistically significant decrease in relative risk of progression or death by adding LB-100. There is a planned interim analysis of the primary endpoint when approximately 50% of the 102 events required for final analysis is reached. F- 29 The Company had previously expected that this clinical trial would commence during the quarter ended June 30, 2020. However, during July 2020, the Spanish regulatory authority advised the Company that although it had approved the scientific and ethical basis of the protocol, it required that the Company manufacture new inventory of LB-100 under current Spanish pharmaceutical manufacturing standards. These standards were adopted subsequent to the production of the Company’s existing LB-100 inventory. In order to manufacture a new inventory supply of LB-100 for the GEIS clinical trial, the Company engaged a number of vendors to carry out the multiple tasks needed to make and gain approval of a new clinical product for investigational study in Spain. These tasks included the synthesis under good manufacturing practice (GMP) of the active pharmaceutical ingredient (API), with documentation of each of the steps involved by an independent auditor. The API was then transferred to a vendor that prepares the clinical drug product, also under GMP conditions documented by an independent auditor. The clinical drug product was then sent to a vendor to test for purity and sterility, provide appropriate labels, store the drug, and distribute the drug to the clinical centers for use in the clinical trials. A formal application documenting all steps taken to prepare the clinical drug product for clinical use was submitted to the appropriate regulatory authorities for review and approval before being used in a clinical trial. On October 13, 2022, the Company announced that the Spanish Agency for Medicines and Health Products (Agencia Española de Medicamentos y Productos Sanitarios or “AEMPS”) had authorized a Phase 1b/randomized Phase 2 study of LB-100, the Company’s lead clinical compound, plus doxorubicin, versus doxorubicin alone, the global standard for initial treatment of ASTS. Consequently, this clinical trial commenced during the quarter ended June 30, 2023 and is expected to be completed and a report prepared by December 31, 2026. In April 2023, GEIS completed its first site initiation visit in preparation for the clinical trial at Fundación Jiménez Díaz University Hospital (Madrid). Up to 170 patents will be entered into the clinical trial. The recruitment for the Phase 1b portion of the protocol was extended with two patients and was completed during the quarter ended September 30, 2024. 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. Given the focus on the combination of LB-100 with immunotherapy in ovarian clear cell carcinoma and colorectal cancer and the availability of capital resources, the Company entered into Amendment No. 1 to the Collaboration Agreement effective March 11, 2025 that relieved the Company of the financial obligation to support the randomized Phase 2 portion of the clinical trial contemplated in the Collaboration 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. The 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. The 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 31, 2026, which is scheduled to be incurred through December 31, 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. MD Anderson Cancer Center Clinical Trial . On September 20, 2023, the Company announced an investigator-initiated Phase 1b/2 collaborative clinical trial to assess whether adding LB-100 to a human programmed death receptor-1 (“PD-1”) blocking antibody of GSK plc (“GSK”), dostarlimab-gxly, may enhance the effectiveness of immunotherapy in the treatment of ovarian clear cell carcinoma (“OCCC”). The study objective is to determine the overall survival (“OS”) of patients with OCCC. The clinical trial is being sponsored by The University of Texas MD Anderson Cancer Center (“MD Anderson”) and is being conducted at The University of Texas - MD Anderson Cancer Center. The Company is providing LB-100 and GSK is providing dostarlimab-gxly and financial support for the clinical trial. On January 29, 2024, the Company announced the entry of the first patient into this clinical trial. The Company currently expects that this clinical trial will be completed by December 31, 2027. F- 30 On February 25, 2025, the Company announced that it has added the Robert H. Lurie Comprehensive Cancer Center (Lurie Cancer Center) of Northwestern University as a second site in a clinical trial combining the Company’s proprietary compound LB-100 with GSK’s dostarlimab to treat ovarian clear cell cancer. Patient recruitment is underway, and the first patient has been dosed. Clinical Trial Monitoring Agreements MD Anderson Cancer Center Clinical Trial . On May 15, 2024, the Company signed a letter of intent with Theradex to monitor the MD Andersen investigator-initiated Phase 1b/2 collaborative clinical trial to assess whether adding LB-100 to a human programmed death receptor-1 (“PD-1”) blocking antibody of GSK plc (“GSK”), dostarlimab-gxly, may enhance the effectiveness of immunotherapy in the treatment of ovarian clear cell carcinoma (“OCCC”). On August 19, 2024, the Company signed a work order agreement with Theradex to monitor the MD Anderson clinical trial. The study oversight is expected to be completed by January 31, 2027. Costs under this letter of intent and related work order agreement are estimated to be approximately $ 95,000 . During the year ended December 31, 2025 and 2024, the Company incurred costs of $ 21,706 and $ 26,763 , respectively, pursuant to this letter of intent and subsequent work order. As of December 31, 2025, total costs of $ 46,598 have been incurred pursuant to this letter of intent and subsequent work order. The Company’s aggregate commitment pursuant to this letter of intent, less amounts previously paid to date, totaled approximately $ 48,000 as of December 31, 2024, which is expected to be incurred through December 31, 2027. City of Hope. On February 5, 2021, the Company signed a \work order agreement with Theradex to monitor the City of Hope investigator-initiated clinical trial in small cell lung cancer in accordance with FDA requirements for oversight by the sponsoring party. Costs under this work order agreement were estimated to be approximately $ 335,000 . During the years December 31, 2025 and 2024, the Company incurred costs of $ 0 and $ 10,642 , respectively, pursuant to this work order. 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. GEIS. On June 22, 2023, the Company finalized a work order agreement with Theradex, to monitor the GEIS investigator-initiated clinical Phase I/II randomized trial of LB-100 plus doxorubicin vs. doxorubicin alone in first line of advanced soft tissue sarcoma. The study oversight is expected to be completed by December 31, 2026. Costs under this work order agreement are estimated to be approximately $ 153,000 , with such payments expected to be allocated approximately 72 % to Theradex for services and approximately 28 % for payments for pass-through software costs. During the years ended December 31, 2025 and 2024, the Company incurred costs of $ 18,137 and $ 34,593 , respectively, pursuant to this work order. F- 31 The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $ 86,000 as of December 31, 2025, which is expected to be incurred through December 31, 2027. Netherlands Cancer Institute. On August 27, 2024, the Company finalized a work order agreement with Theradex, to monitor the NKI Phase 1b clinical trial of LB-100 combined with atezolizumab, a PD-L1 inhibitor, for patients with microsatellite stable metastatic colorectal cancer. The study oversight is expected to be completed by May 31, 2027. Costs under this work order agreement are estimated to be approximately $ 106,380 , with such payments expected to be allocated approximately 47 % to Theradex for services and approximately 53 % for payments for pass-through software costs. During the year ended December 31, 2025 and 2024, the Company incurred costs of $ 0 and $ 20,191 pursuant to this work order. As of December 31, 2025, total costs of $ 20,191 have been incurred pursuant to this work order agreement. The Company’s aggregate commitment pursuant to this clinical trial monitoring agreement, less amounts previously paid to date, totaled approximately $ 118,000 as of December 31, 2025, which is expected to be incurred through May 31, 2027. National Institute of Health. Effective February 23, 2024, the Company entered into a Patent License Agreement (the “License Agreement”) with the National Institute of Neurological Disorders and Stroke (“NINDS”) and the National Cancer Institute (“NCI”), each an institute or center of the National Institute of Health (“NIH”). Pursuant to the License Agreement, the Company has licensed on an exclusive basis the NIH’s intellectual property rights claimed for a Cooperative Research and Development Agreement (“CRADA”) subject invention co-developed with the Company, and the licensed field of use, which focuses on promoting anti-cancer activity alone, or in combination with standard anti-cancer drugs. The scope of this clinical research extends to checkpoint inhibitors, immunotherapy, and radiation for the treatment of cancer. The License Agreement is effective, and shall extend, on a licensed product, licensed process, and country basis, until the expiration of the last-to-expire valid claim of the jointly owned licensed patent rights in each such country in the licensed territory, estimated at twenty years, unless sooner terminated. The License Agreement contemplates that the Company will seek to work with pharmaceutical companies and clinical trial sites (including comprehensive cancer centers) to initiate clinical trials within timeframes that will meet certain benchmarks. Data from the clinical trials will be the subject of various regulatory filings for marketing approval in applicable countries in the licensed territories. Subject to the receipt of marketing approval, the Company would be expected to commercialize the licensed products in markets where regulatory approval has been obtained. The 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 date of the License Agreement to the next subsequent January 1. Thereafter, the minimum annual royalty of $ 30,000 is due each January 1 and may be credited against any earned royalties due for sales made in that year. The second minimum annual royalty for 2025 of $ 30,000 , was paid in December 2024. The Company is obligated to pay the NIH, on a country-by-country basis, earned royalties of 2% on net sales of each royalty-bearing product and process, subject to reduction by 50% under certain circumstances relating to royalties paid by the Company to third parties, but not less than 1%. The Company’s obligation to pay earned royalties under the License Agreement commences on the date of the first commercial sale of a royalty-bearing product or process and expires on the date on which the last valid claim of the licensed product or licensed process expires in such country. The Company is obligated to pay the NIH benchmark royalties, on a one-time basis, within sixty days from the first achievement of each such benchmark. The License Agreement defines four such benchmarks, which the Company is required to pursue based on “commercially reasonable efforts” as defined in the License Agreement, with deadlines of October 1, 2024, 2027, 2029 and 2031, respectively, each with a different specified benchmark payment amount payable within thirty days of achieving such benchmark. The October 1, 2024 benchmark of $ 100,000 was defined as the dosing of the first patient with a licensed product in a Phase 2 clinical study of such licensed product in the licensed fields of use. The Company had not commenced a Phase 2 clinical study as of December 31, 2024. The total of all such benchmark payments is $ 1,225,000 . The Company is obligated to provide annual reports to the NIH on its progress toward the development and commercialization of products under the licensed patents. These reports, due within sixty days following the end of each calendar year, must include updates on research and development activities, regulatory submissions, manufacturing efforts, sublicensing, and sales initiatives. If any deviations from the established commercial development plan or agreed-upon benchmarks occur, the Company is obligated to provide explanation and may amend the commercial development plan and the benchmarks, which, subject to certain conditions, the NIH shall not unreasonably withhold, condition, or delay approval of any request of the Company to amend the commercial development plan and/or the benchmarks and to extend the time periods of the benchmarks. F- 32 The Company is obligated to pay the NIH sublicensing royalties of 5 % on sublicensing revenue received for granting each sublicense within sixty days of receipt of such sublicensing revenue. During 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. Other Significant Agreements and Contracts NDA Consulting Corp. On 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. Daniel D. Von Hoff, M.D., serve on the Company’s Scientific Advisory Committee during the term of such consulting agreement. The term of 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. Consulting and advisory fees charged to operations pursuant to this consulting agreement were $ 0 and $ 12,000 for the years ended December 31, 2025 and 2024, respectively. BioPharmaWorks . Effective September 14, 2015, the Company entered into a Collaboration Agreement with BioPharmaWorks, pursuant to which the Company engaged BioPharmaWorks to perform certain services for the Company. Those services included, among other things, assisting the Company to commercialize its products and strengthen its patent portfolio; identifying large pharmaceutical companies with a potential interest in the Company’s product pipeline; assisting in preparing technical presentations concerning the Company’s products; consultation in drug discovery and development; and identifying providers and overseeing tasks relating to clinical development of new compounds. BioPharmaWorks was founded in 2015 by former Pfizer scientists with extensive multi-disciplinary research and development and drug development experience. The Collaboration Agreement was for an initial term of two years and automatically renews for subsequent annual periods unless terminated 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 . Effective March 1, 2024, the compensation payable under the Collaboration Agreement was converted to an hourly rate structure. F- 33 The Company recorded charges to operations pursuant to this Collaboration Agreement of $ 59,600 and $ 39,200 during the years ended December 31, 2025 and 2024, respectively, which were included in research and development costs in the consolidated statements of operations. Netherlands Cancer Institute . On October 8, 2021, the Company entered into a Development Collaboration Agreement with the Netherlands Cancer Institute, Amsterdam (“NKI”) (see Note 7), one of the world’s leading comprehensive cancer centers, and Oncode Institute, Utrecht, a major independent cancer research center, for a term of three years. The Development Collaboration Agreement was subsequently modified by Amendment No. 1 thereto. The Development Collaboration Agreement is a preclinical study intended to identify the most promising drugs to be combined with LB-100, and potentially LB-100 analogues, to be used to treat a range of cancers, as well as to identify the specific molecular mechanisms underlying the identified combinations. The Company agreed to fund the preclinical study, at an approximate cost of 391,000 Euros and provide a sufficient supply of LB-100 to conduct the preclinical study. On October 3, 2023, the Company entered into Amendment No. 2 to the Development Collaboration Agreement with NKI, which provides for additional research activities, extends the termination date of the Development Collaboration Agreement by two years to October 8, 2026, and added 500,000 Euros to the operating budget being funded by the Company. On October 4, 2024, the Company entered into Amendment No. 3 to the Development Collaboration Agreement with NKI, which suspended Amendment No. 2 and provided for a new study term of one year and starts upon the dosing of the first patient in the trial at a project cost of 100,000 Euros. During the years ended December 31, 2025 and 2024, the Company incurred charges in the amount of $ 0 and $ 210,362 , respectively, with respect to this agreement, which amounts are included in research and development costs in the Company’s consolidated statements of operations. The Company’s aggregate commitment pursuant to this agreement, less amounts previously paid to date, totaled approximately $ 118,000 as of December 31, 2025, which is expected to be incurred through October 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. MRI Global. As amended, the Company has contracted with MRI Global for stability analysis, storage and distribution of LB-100 for clinical trials in the United States. During the years ended December 31, 2025 and 2024, the Company incurred costs of $ 750 and $ 23,308 , respectively, pursuant to this contract. Specific Risks Associated with the Company’s Business Activities Serious Adverse Events The Company’s lead drug candidate, LB-100, is currently undergoing various clinical trials, and there is a risk that one or more of these trials could be placed on hold by regulatory authorities due to serious adverse events (SAEs) related to the Company’s drug candidate or to another company’s drug used in combination in one of the Company’s clinical trials. It is possible that the SAEs could be attributable to the Company’s drug candidate and could include, but not be limited to, unexpected severe side effects, treatment-related deaths, or long-term health complications. A dose given could result in non-tolerable adverse events defined as dose-limiting toxicity (DLT). When two DLTs occur at the same dose-level, that dose-level is considered too high and unsafe. Further treatment is only allowed at lower dose-levels that have previously been found safe. F- 34 If an SAE or a pattern of SAEs is observed during the course of a clinical trial involving the Company’s drug candidate, the U.S. Food and Drug Administration (FDA), European Medicines Agency (EMA), or other regulatory authorities may issue a clinical hold, requiring the Company to pause or discontinue further enrollment and dosing in its clinical trial. It is also possible that the clinical trial could be terminated. Any of these actions could delay or halt the development of the Company’s drug candidate, increase development costs, and negatively impact the Company’s ability to ultimately achieve regulatory approval. Additionally, if an SAE is confirmed to be drug-related, the Company may be required to conduct additional studies, modify the study design, or abandon further development of the drug candidate altogether, which could materially impact the Company’s business, financial condition, and prospects. The occurrence of an SAE and any resulting clinical hold could also harm the Company’s reputation with patients, physicians, health institutions, and investors, diminish its ability to attract clinical trial participants, and damage its ability to interest investors and obtain financing in the future. There can be no assurance that the Company will not experience such SAEs in the future or that any related clinical hold will be lifted in a timely manner, or at all. The principal investigator of the colorectal study testing LB-100 in combination with atezolizumab (Roche PD-L1 inhibitor) is currently investigating two SAEs observed in the clinical trial that was launched in August 2024. The Netherlands Cancer Institute (“NKI”) Institutional Review Board (the “IRB”) has put the colorectal cancer study on hold. The adverse reactions that developed in the two patients were dyspnea (shortness of breath) due to lung toxicity possibly or probably related to the combination of LB-100 and atezolizumab in one patient and fever and aphasia possibly or probably related to the combination of LB-100 and atezolizumab in the second patient. The patient who developed lung toxicity deceased due to the combination of lung metastases of colorectal cancer and dyspnea. The patient with fever and aphasia fully recovered from the adverse events with supportive medication. Given the identified adverse events in the two patients in the clinical trial, the IRB requested from the principal investigator of the study at the NKI information as to whether the adverse events could have been caused by the combination of LB-100 and atezolizumab and information about the mode of action of the combination of LB-100 and atezolizumab. The principal investigator is preparing 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. Doxorubicin is a well-known chemotherapy, and dostarlimab is a well-known immunotherapy of which the mode of action is closely related to that of atezolizumab. The reported adverse events in the colorectal cancer study have not been seen in any other patients thus far treated with LB-100 alone or in combination with other cancer drugs. Through February 2025, a total of 78 patient have received or are receiving experimental treatment with LB-100. 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. Other Business Risks Inflation and Interest Rate Risk. The Company does not believe that inflation or increasing interest rates have had a material effect on its operations to date, other than their impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs (including, specifically, clinical trial costs), and which would put additional stress on the Company’s working capital resources. Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities, including its ongoing clinical trials. F- 35 Potential Recession. There are some indications that the United States economy may be at risk of entering a recessionary period. Although unclear at this time, an economic recession would likely impact the general business environment and the capital markets, which could, in turn, affect the Company. Geopolitical Risk. The geopolitical landscape poses inherent risks that could significantly impact the operations and financial performance of the Company. In the event of a military conflict, supply chain disruptions, geopolitical uncertainties, and economic repercussions may adversely affect the Company’s ability to conduct research, develop, test and manufacture products, and distribute them globally. This could lead to delays in product development, interruptions in the supply of critical materials, and delays in clinical trials, thereby impeding the Company’s clinical development and commercialization plans. Furthermore, the impact of a conflict on global financial markets may result in increased volatility and uncertainty in the capital markets, thereby affecting the valuation of the Company’s publicly-traded shares. Investor confidence, market sentiment, and access to capital could all be negatively influenced. Such geopolitical risks are outside the control of the Company, and the actual effects on the Company’s business, financial condition and results of operations may differ from current estimates. Cybersecurity Risks. The Company has established policies and processes for assessing, identifying and managing material risk from cybersecurity threats, and has integrated these processes into its overall risk management systems and processes. The Company routinely assesses material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through its information and email systems that may result in adverse effects on the confidentiality, integrity, or availability of the Company’s information and email systems or any information residing therein. The Company conducts periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in the Company’s business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems and safeguards in place to manage such risks. The Company has not encountered any cybersecurity challenges to date that have materially impaired its operations or financial condition. The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information becomes available. 12. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than as described below or elsewhere in the notes to the consolidated financial statements, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements. Issuance of Common Stock On January 6, 2026, the Company entered into a consulting agreement with Pillow Hog Ventures, Inc (“PHVC”) for marketing and strategic consulting services. The agreement is for a term of six months ending June 30, 2026. The agreement provides for the payment to PHVC of 30,000 shares of the Company’s common stock. Exercise of Preferred Series B Stock On January 29, 2026, Preferred Series B shareholders converted 112,650 shares into 117,862 shares of the Company’s common stock. On February 17, 2026, an additional 2,319,480 shares of Preferred Series B were converted into 2,426,959 shares of the Company’s common stock, Each Preferred Share was convertible into one share of Common Stock, plus an additional adjustment for an 8 % per annum cumulative dividend payable at conversion into shares of Common Stock valued at the conversion rate of $ 0.7146 . As of March 10, 2026, the outstanding balance of Preferred Series B stock was zero . Exercise of Pre-Funded Warrants On January 6, 2026, a warrant holder from the July 2, 2025 private placement exercised 20,521 pre-funded warrants exercisable at $ 0.00001 per share resulting in the issuance of into 20,521 shares of the Company’s common stock. As of March 10, 2026, zero pre-funded warrants remain unexercised from the July 2, 2025 private placement. On February 6, 2026, a warrant holder from the December 22, 2025 private placement exercised 262,500 pre-funded warrants exercisable at $ 0.00001 per share resulting in the issuance of into 262,500 shares of the Company’s common stock. As of March 31, 2026, 262,500 pre-funded warrants remain unexercised from the December 22, 2025 private placement. Other Significant Agreements and Contracts On January 21, 2026, the Company received the final report of the first phase of the Collaboration Agreement between the Company and GEIS that triggered the final milestone payment of Euro 249,141.95 , approximately $ 334,859 USD. This completed all financial obligations of the company of this Collaboration Agreement effective March 11, 2025. The Company entered into Amendment No. 1 to the Collaboration Agreement between the Company and GEIS, which relieved the Company of the financial obligation to support the randomized Phase 2 portion of the clinical trial contemplated in the Collaboration Agreement of approximately $ 3,095,000 . On February 12, 2026, Liora Technologies Europe Ltd, a subsidiary of the Company, and Sidney Braun (“the Parties”), entered into an Allocation Deed Agreement. Pursuant to the terms of the Deed, if there is a Sale of the shares or business of Liora, Mr. Braun shall be paid an amount equal to twenty percent (20%) of the net purchase price paid for Liora. On February 13, 2026, the Parties entered into a Consultancy Agreement. Pursuant to the Consultancy Agreement, Mr. Braun will be appointed to the board of directors of Liora and as Liora’s Chief Executive Officer. The Consultant will be paid a signing bonus of GBP 50,000 exclusive of VAT, or approximately 67,121 USD, and a monthly retainer of GBP 25,000 exclusive of VAT, or approximately 33,561 USD. The Consultancy Agreement shall continue on a month-to-month basis. On February 18, 2026, the Company paid in full the contractual clinical trials amount of $ 293,000 . On March 6, 2026, the Company, Liora Technologies Europe Ltd, a subsidiary of the Company and Orbit Capital Inc., (the “Parties”) entered into an Amended and Restated Share Exchange Agreement with an effective date of November 21, 2025 (the “A&R Agreement”). The A&R Agreement amends and restates certain terms of the Share Exchange Agreement entered into among the Company, Liora and Orbit Capital on November 21, 2025 (the “Original SEA”). On March 18, 2026, the Company, and Geordan Pursglove, the Company’s Chief Executive Officer, entered into an Amendment to the Employment Agreement. The original employment agreement between the Company and Mr. Pursglove was entered in on June 16, 2025. Pursuant to the Amendment, Mr. Pursglove’s annual base salary was increased from $ 240,000 to $ 360,000 effective as of January 1, 2026. F- 36