What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-04-07 · 449 added, 440 removed, 646 unchanged (58% of the section changed)

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None of our officers or directors has been affiliated with any company that has filed for bankruptcy within the last ten years.

We are not aware of any

proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or any

of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Unless otherwise indicated, there are no arrangements

or understandings between any officer and any other person pursuant to which such person was selected as an officer.

not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse

to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Unless otherwise indicated, there

are no arrangements or understandings between any officer and any other person pursuant to which such person was selected as an officer.

Loeb – President and Executive Chairman – 67 Mr.

Loeb has more than 40 years of business, money management and investment

banking experience.

He has served as Chairman of our Board since July 2018 and on September 29, 2022 was appointed as Executive Chairman.

Loeb has more than forty years of business, money management and

investment banking experience.

He has served as Chairman of our Board since July 2018 and on September 29, 2022 was appointed as

Executive Chairman.

On January 13, 2023, Mr.

Loeb was appointed President of the Company.

He has been the Managing Member of Leap Tide Capital Management

LLC since 2007 and has served as President and CEO of Acorn Energy, Inc.

since January 2016 and as a Director since August 2015.

He has been the Managing Member of Leap

Tide Capital Management LLC since 2007 and has served as President and CEO of Acorn Energy, Inc.

since January 2016 and as a Director

since August 2015.

He has been a Director of Keweenaw Land Association, Ltd.

From 2005 to 2007, Mr.

Loeb was President of Leap Tide’s predecessor,

formerly known as AmTrust Capital Management Inc.

He served as a Portfolio Manager of Chesapeake Partners from February 2004 to January

2005 and as Managing Director at Jefferies & Company, Inc.

Loeb was President of Leap Tide’s

predecessor, formerly known as AmTrust Capital Management Inc.

He served as a Portfolio Manager of Chesapeake Partners from February

2004 to January 2005 and as Managing Director at Jefferies & Company, Inc.

from 2002 to 2004.

From 1994 to 2001, he served as Managing Director

at Dresdner Kleinwort Wasserstein, Inc.

From 1994 to 2001, he served as

Managing Director at Dresdner Kleinwort Wasserstein, Inc.

(formerly Wasserstein Perella & Co., Inc.).

Loeb was a Lead Director of American

Pacific Corporation from 2013 to 2014 and a Director from 1997 to 2014.

He also served as an Independent Director of Pernix Therapeutics

Holdings Inc.

(formerly, Golf Trust of America, Inc.) from 2006 to 2011 and as a Director of TAT Technologies, Ltd.

Loeb was a Lead Director

of American Pacific Corporation from 2013 to 2014 and a Director from 1997 to 2014.

He also served as an Independent Director of

Pernix Therapeutics Holdings Inc.

(formerly, Golf Trust of America, Inc.) from 2006 to 2011 and as a Director of TAT Technologies,

from 2009 to 2016.

Jenkins – Vice President and Chief Financial Officer – 62 Ms.

Jenkins has over thirty-five years of experience in

Jenkins has over thirty-six years of experience in

public accounting, including audit, consulting and corporate tax.

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Richman is a life science executive with significant leadership, operational and strategic experience

from over 25 years in the field.

He is currently The CEO of Gain Therapeutics and was a Venture Partner at Brace Pharma Capital and

serves on the boards of LabConnect, F2G (board observer) and previously ADMA Biologics (NASDAQ:

Previously he served as President

& CEO of PharmAthene and prior to that was part of the founding team at MedImmune, responsible for the U.S.

launch of its first

commercial product and an integral part of the global launch teams for other products.

He began his career at HealthCare Ventures,

a life-sciences focused VC firm and formerly was a Director of Lev Pharmaceuticals (sold to Viropharma) and American Bank (sold to

Congressional Bancshares) and served as CEO of Tyrogenex (sold to Betta Pharma).

from over twenty-five years in the field.

He is currently The CEO of Gain Therapeutics and was a Venture Partner at Brace Pharma

Capital and serves on the boards of LabConnect, F2G (board observer) and previously ADMA Biologics (NASDAQ:

Previously he

served as President & CEO of PharmAthene and prior to that was part of the founding team at MedImmune, responsible for the U.S.

launch of its first commercial product and an integral part of the global launch teams for other products.

He began his career at

HealthCare Ventures, a life-sciences focused VC firm and formerly was a Director of Lev Pharmaceuticals (sold to Viropharma) and

American Bank (sold to Congressional Bancshares) and served as CEO of Tyrogenex (sold to Betta Pharma).

Seltzer – Director – 65 Mr.

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Wolasky – Director – 65 Mr.

Wolasky has over 35 years’ experience in the wholesale pharmaceutical business,

most recently for the past 15 years in his current role as President of HealthSource Distributors LLC.

He previously served in executive

positions of increasing responsibility for AmerisourceBergen, and its predecessor company, Bergen Brunswig.

Wolasky has over thirty-five years’ experience in the wholesale pharmaceutical

business, most recently for the past sixteen years in his current role as President of HealthSource Distributors LLC.

He previously

served in executive positions of increasing responsibility for AmerisourceBergen, and its predecessor company, Bergen Brunswig.

Clifford – Director -57 Ms.

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and Director Compensation

Summary Compensation Table

Name and Principal Position

President and Executive Chairman

Christine Jenkins

Vice President and Chief Financial Officer

Mitchell Rubenstein

David Seltzer

Jerry Wolasky

Tracy Clifford

the grant date fair value calculated in accordance with applicable accounting principles with respect to 100,000 options granted per

Director and 100,000 options granted to the President and Executive Chairman on

April 1, 2024 with an exercise price of $0.06.

The fair value of the options was determined using the Black-Scholes option pricing

model using the following assumptions:

(i) a risk-free interest rate of 4.34% (ii) an expected term of 5.09 years (iii) an assumed

volatility of 116.9853% and (iv) no dividends.

the grant date fair value calculated in accordance with applicable accounting principles with respect to 50,000 options granted per

Director, 100,000 options granted to the President and Executive Chairman and 10,000 options granted to the Vice President and Chief

Financial Officer on March 23, 2023 with an exercise price of $0.20.

The fair value of the options was determined using the Black-Scholes

option pricing model using the following assumptions:

(i) a risk-free interest rate of 3.39% (ii) an expected term of 4.98 years

(iii) an assumed volatility of 118.3067% and (iv) no dividends.

Compensation Table

and Principal Position

and Executive Chairman

President and Chief Financial Officer

the grant date fair value calculated in accordance with applicable accounting principles with respect to 100,000 options granted

per Director and 100,000 options granted to the President and Executive Chairman on April 1, 2024 with an exercise price of $0.06.

The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions:

risk-free interest rate of 4.34% (ii) an expected term of 5.09 years (iii) an assumed volatility of 116.9853% and (iv) no dividends.

hourly fees due to Ms.

Jenkins for the provision of services as Chief Financial Officer of the Company.

hourly fees paid to Ms.

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following tables set forth all outstanding equity awards made to each of the Executives and Directors that were outstanding at December

Options to Purchase NovelStem International Corp.

Unexercisable

Option Exercise

Expiration Date

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

Mitchell Rubenstein

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

David Seltzer

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

Jerry Wolasky

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

Tracy Clifford

November 12, 2025

November 26, 2026

November 24, 2027

January 31, 2029

March 23, 2030

April 1, 2031

Christine Jenkins

March 23, 2030

Warrants to Purchase NovelStem International Corp.

to Purchase NovelStem International Corp.

Unexercisable

Warrant Exercise Price ($)

Expiration Date

June 28, 2025

Mitchell Rubenstein

June 28, 2025

David Seltzer

Jerry Wolasky

Tracy Clifford

Christine Jenkins

and Warrant Exercises

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Ownership of Certain Beneficial Owners and Management

Name and Address of beneficial owner (6)

Amount and nature of beneficial ownership

Christine Jenkins

Michael Sosnowik

7,770,673 (2)(4)

Jerry Wolasky

10,272,973 (3)(4)

Tracy Clifford

1,250,000 (3)(4)

854,054 (3)(4)

Mitchell Rubenstein

3,108,108 (4)(5)

David Seltzer

3,624,324 (3)(4)

All directors and officers as a group (seven persons)

and Address of beneficial owner (6)

and nature of beneficial ownership

directors and officers as a group (seven persons)

Applicable percentage ownership is based on 46,881,475 shares of common stock outstanding as of December 31, 2025, together with securities

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Includes 1,108,108 held in an IRA and 874,528 held as Trustee for the Steinberg Family Trust.

Includes warrants to purchase 2,250,000 million

shares of common stock at an exercise price of $0.13 per share, options to purchase 1,100,000 million shares of common stock at an exercise

Includes options to purchase 1,050,000

million shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares of common stock at an exercise

price of $0.29 per share, options to purchase 100,000 shares of common stock at an exercise price of $0.20 per share, and options to

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Includes options to purchase 100,000 shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares

of common stock at an exercise price of $0.29 per share, and options to purchase 50,000 shares of common stock at an exercise price of

$0.20 per share.

Includes options and warrants to purchase 1,850,000 shares of common stock at an exercise price of $0.10 per share, options to purchase

100,000 shares of common stock at an exercise price of $0.29 per share, and options to purchase 50,000 shares of common stock at an exercise

price of $0.20 per share.

of common stock at an exercise price of $0.29 per share, options to purchase 50,000 shares of common stock at an exercise price of $0.20

per share, and options to purchase 100,000 shares of common stock at an exercise price of $0.06 per share.

Includes options to purchase 1,050,000 shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares

of common stock at an exercise price of $0.29 per share, options to purchase 50,000 shares of common stock at an exercise price of $0.20

per share, and options to purchase 100,000 shares of common stock at an exercise price of $0.06 per share.

The address of each person is c/o NovelStem International Corp.

2255 Glades Road, Suite 221A, Boca Raton, FL 33431.

7740 Cavern Lane, Suite 100 Parkland FL 33067.

authorized for issuance under equity compensation plans

Compensation Plan Information

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

compensation plans approved by security holders

compensation plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence.

Loeb, our President and Executive Chairman of the Board, is also the Chairman of the Board of NewStem.

Loeb, our President and Executive Chairman of the Board, was also the Chairman of the Board of NewStem until its liquidation.

the year ended December 31, 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a

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The agreements provide for interest at a rate of 10% per annum and mature December 31,

As of the date of this Annual Report, the full amount of $750,000 has been funded pursuant to these agreements.

As of the date of this Annual Report, the full amount of $750,000 has been funded pursuant to these agreements and the maturity

date has been extended to June 30, 2026.

May 5, 2023, the Company entered into a long term note payable with a shareholder for $300,000 in financing to be funded $150,000 at

inception and $150,000 in October 2023.

This note bears interest at zero percent (0%) and matures on May 5, 2025.

The note includes a

guarantee which has been identified as an embedded derivative with a fair value of a liability of $650,000 at December 31, 2024.

This note bore interest at zero percent (0%) and matured on May 5, 2025.

This note agreement

was restructured during 2025 to provide for a fixed amount of interest in lieu of the guarantee and beginning October 1, 2025, the note

began to bear interest at a rate of 10% per annum.

The note matures on December 31, 2026.

February 2025, our Executive Chairman began advancing funds to the Company for operating expenses in the form of an interim bridge loan

until alternate funding sources can be found.

The bridge loan matured December 31, 2025 and has been extended to June 30, 2026.

advanced during the year ended December 31, 2025 was $161,867.

as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member

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party transaction.

Independence.

have determined that, under the criteria established by NASDAQ and by our board of directors, Tracy Clifford, Eric Richman, Mitchell

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& Chiu CPA LLP

following table summarizes the fees accrued and paid by NovelStem for professional services rendered by Kreit & Chiu CPA LLP and

Cherry Bekaert LLP for the years ended December 31, 2024 and 2023.

following table summarizes the fees accrued and paid by NovelStem for professional services rendered by Kreit & Chiu CPA LLP for

the years ended December 31, 2025 and 2024.

All other fees

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Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders of

NovelStem International Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

NovelStem International Corp.

as of December 31, 2024 and 2023, and the related statements of operations, shareholders’ equity (deficit),

and cash flows for the two 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 NovelStem International Corp.

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended, in conformity

with accounting principles generally accepted in the United States of America.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

of Directors and Shareholders of

International Corp.

on the Financial Statements

have audited the accompanying balance sheets of NovelStem International Corp.

as of December 31, 2025 and 2024, and the related statements

of operations, shareholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025,

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 NovelStem International Corp.

as of December 31, 2025 and 2024, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with

accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note

1 to the financial statements, the entity has an accumulated deficit of approximately $294 million and $296 million at December 31,

2025 and 2024, respectively, and has suffered losses from operations that raise substantial doubt about its ability to continue as a

going concern.

The accompanying financial statements have been prepared

assuming that the entity will continue as a going concern.

As discussed in Note 1 to the financial statements, the entity has suffered

losses from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 1.

The 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 entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to NovelStem International Corp.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these 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 NovelStem International Corp.

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.

NovelStem International Corp.

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 entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

International Corp.

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 entity’s internal control over financial reporting.

Accordingly, we express

no such opinion.

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.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

& Chiu CPA LLP

We have served as NovelStem International Corp.’s auditor since 2024.

Los Angeles, California

April 7, 2025

Kreit & Chiu CPA LLP

have served as NovelStem International Corp.'s auditor since 2024.

Angeles, California

INTERNATIONAL CORP.

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Investment in NetCo

Note receivable, NewStem

Investment in NewStem

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

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Accrued expenses

Notes payable

Notes payable, including accrued interest

Current portion of long-term notes payable, including accrued interest

Bridge loan payable, related party, including accrued interest

Convertible debt, including accrued interest

Derivative liability, guarantee

Total current liabilities

Long-term liabilities:

Long-term notes payable, including accrued interest, net

Derivative liability, guarantee

Total long-term liabilities

Total liabilities

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Shareholders’ equity (deficit):

Common stock, $ .01 par value, 100,000,000 shares authorized, 50,316,672 shares issued at December 31, 2024 and 2023 and

46,881,475 shares outstanding at December 31, 2024 and 2023

Common stock, $ .01 par value, 100,000,000 shares authorized, 50,316,672 shares issued at December 31, 2025 and 2024 and 46,881,475 shares outstanding at December 31, 2025 and 2024

Additional paid-in capital

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General and administrative expenses

Litigation expenses

Litigation expenses (Note 7)

Total operating expenses

Loss from operations

( 3,525,799 )

Other expenses:

Other (income) expenses:

Loss on derivative instrument

Impairment loss on equity method investee

Gain on disposal of equity method investment

( 1,171,760 )

Relief of indebtedness income

( 1,697,024 )

Interest expense

Total other expenses

Loss before income taxes

Total other (income) expenses

( 2,612,565 )

Income (loss) before income taxes

( 1,443,339 )

Provision for income tax

Net loss before equity in net loss of equity method investees

( 3,071,996 )

Net income (loss) before equity in net loss of equity method investees

( 1,443,339 )

Equity in net loss of equity method investees

Gain on dilution of equity method investment

Equity in net income (loss) of equity method investees

Income from (impairment of) equity method investee, NewStem

( 1,628,657 )

Net income (loss)

$ ( 3,233,042 )

Basic and diluted net loss per share:

Net loss per share - basic and diluted

Basic and diluted net income (loss) per share:

Net income (loss) per share - basic

Weighted average number of shares outstanding – basic

Net income (loss) per share - diluted

Weighted average number of shares outstanding - diluted

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( 3,233,042 )

Stock-based compensation

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( 5,144,375 )

( 3,233,042 )

Net income (loss)

Debt restructuring

Stock-based compensation

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Cash flows from operating activities:

$ ( 3,233,042 )

Net income (loss)

$ ( 3,233,042 )

Adjustments to reconcile net income (loss) to cash used in operating activities:

Equity in net loss of equity method investees

Impairment loss, NewStem

Gain on dilution of equity method investment

Distribution from NetCo

Bad debt expense

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Loss on derivative instrument

Legal fees and litigation funding fees funded by litigation funding agreement

Accrued interest added to long-term note payable

Gain on disposal of equity method investment

( 1,171,760 )

Relief of indebtedness income

( 1,697,024 )

Accrued interest added to short term notes payable

Accrued interest added to long-term notes payable

Accrued interest added to bridge loan payable

Accrued interest added to convertible debt

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Proceeds from note payable, current

Proceeds from long-term note payable

Proceeds from bridge loan payable

Net cash provided by financing activities

Net (decrease) increase in cash

Net change in cash

Cash at the beginning of the year

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Supplemental cash flow information:

Cash paid during the year for:

Cash paid during the period for:

Supplemental Non-Cash Investing and Financing Activities:

Interest added to notes payable and convertible debt

Interest capitalized to notes payable

Settlement of long term notes payable

Settlement of derivative liability, net of interest

accompanying notes are an integral part of these financial statements.

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International Corp.

(“NovelStem” or the “Company”) is a holding company whose principal assets are an approximate

31 % equity interest in NewStem Ltd, an Israeli biotech company (“NewStem”) and its developed technology, and a 50 % equity

interest in NetCo Partners (“NetCo”).

NovelStem was formerly known as Hollywood Media Corp.

The Company was incorporated

in the State of Florida on January 22, 1993 and changed its name to NovelStem International Corp.

(“NovelStem” or the “Company”) is a holding company whose principal assets consisted of an

approximate 31 % equity interest in NewStem Ltd, an Israeli biotech company (“NewStem”) and its developed technology, and

a 50 % equity interest in NetCo Partners (“NetCo”).

The interest in NetCo was sold in May 2025 in a noncash transaction which

settled significant debt of the Company in the form of a litigation funding agreement.

NovelStem was formerly known as Hollywood Media

The Company was incorporated in the State of Florida on January 22, 1993 and changed its name to NovelStem International Corp.

in September 2018.

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Management’s plans with regard to these matters include

additional financing and fundraising as well as monetization of assets held related to equity method investments.

Specifically, the Company

is in the final stages of the process of selling NetCo to its joint venture partner in a transaction that satisfies the related debt

(litigation funding agreement).

Although management continues to pursue these plans, there is no assurance that the Company will be successful

in obtaining sufficient cash from financing on terms acceptable to the Company, or that the Company will realize any value from the intangible

assets or technology of NewStem, which is currently in the process of liquidation due to its inability to raise funds for continued operations

(see Note 3).

additional financing and fundraising as well as monetization of assets held related to equity method investments as well as potential

merger or buyout transactions.

Specifically, the Company sold its interest in NetCo to its joint venture partner in a transaction that

satisfied the related debt (litigation funding agreement).

Also, the Company is working with former NewStem management to monetize the

technology of NewStem and has an agreement in place to receive up to $ 3,750,000 of any monetization of these licenses and related intangible

Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient

cash from financing on terms acceptable to the Company, or that the Company will realize any value from the retained interest in intangible

assets or technology of NewStem, which was liquidated in August 2025 (see Note 3).

Company has in place a finance agreement with two individuals who are shareholders and directors under which it borrowed $ 750,000 and

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been received.

The Company will need to obtain additional funds to continue operations for the next 12 months.

During the year ended December 31, 2025, the Company’s executive chairman advanced $ 161,867 to the Company as an

interim bridge loan to fund ongoing expenses.

The Company will need to obtain additional funds to continue operations for the next 12

May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was monetized to settle the

litigation funding liability to Omni Bridgeway in full.

view of the matters described above, the Company’s ability to meet financing requirements is dependent upon the ability to complete

additional fundraising or obtain additional financing, and/or monetize its investment in NetCo, along with monetizing intangible assets

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts

and classification of liabilities that might be necessary should the Company be unable to continue in existence.

additional fundraising or obtain additional financing, and/or monetize the intangible assets of NewStem.

These factors, among others,

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

The financial statements do not include any

adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities

that might be necessary should the Company be unable to continue in existence.

INTERNATIONAL CORP.

to Financial Statements

2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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as the single source of authoritative GAAP.

INTERNATIONAL CORP.

to Financial Statements

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain

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the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s

financial statements unless the Company guarantied obligations of the Investee company or has committed additional funding.

financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding.

Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its

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the carrying amounts might not be recoverable.

Company holds a minority investment in an entity, NewStem, which is accounted for pursuant to the equity method of accounting.

Additionally,

the Company is a 50 % joint venture partner in NetCo which is accounted for pursuant to the equity method of accounting.

Financial Instruments

Company has in place a financial instrument, in the form of a note payable, with an identified embedded derivative in the form of a guarantee.

The identified embedded derivative has been bifurcated and accounted for separately.

Such derivative financial instruments are measured

at fair value at each financial statement reporting date.

If the fair value of a financial liability (the derivative) exceeds the proceeds

received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting

recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds

recognized as a loss in earnings.

During the years ended December 31, 2024 and 2023, the Company recognized a loss on derivative financial

instruments of $ 90,000 and $ 260,000 , respectively.

Proceeds from the note payable are shown as cash from financing instruments and the

loss on derivative instrument is included as an adjustment to reconcile loss to net cash used in operating activities in the statements

of cash flows for the years ended December 31, 2024 and 2023.

of common stock repurchased are recorded at cost as treasury stock.

Company held a minority investment in an entity, NewStem, which was accounted for pursuant to the equity method of accounting until its

dissolution in August 2025.

Additionally, until May 9, 2025 the Company was a 50 % joint venture partner in NetCo which was accounted

for pursuant to the equity method of accounting.

Reclassifications

interest of $ 30,903 has been reclassified from accrued expenses on the balance sheet to be presented as part of the related notes payable

balance as of December 31, 2025.

INTERNATIONAL CORP.

to Financial Statements

Company accounts for stock-based awards in accordance with applicable accounting principles, which requires compensation expense related

Financial Instruments

Company had in place a financial instrument, in the form of a note payable, which included an identified embedded derivative in the form

of a guarantee.

The identified embedded derivative was bifurcated and accounted for separately.

Such derivative financial instruments

are measured at fair value at each financial statement reporting date.

If the fair value of a financial liability (the derivative) exceeds

the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that

require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess

of fair value over proceeds recognized as a loss in earnings.

During the year ended December 31, 2024, the Company recognized a loss

on derivative financial instruments of $ 90,000 .

Proceeds from the note payable are shown as cash from financing instruments and the loss

on derivative instrument is included as an adjustment to reconcile loss to net cash used in operating activities in the statements of

cash flows for the years ended December 31, 2025 and 2024.

The financial instrument was amended on May 16, 2025 to remove the guarantee

and replace the guarantee with fixed interest of $ 36,000 through September 30, 2025.

This amendment terminated the embedded derivative

and pursuant to ASC 470 for troubled debt restructuring with a related party.

The Company recognized a gain on derivative financial instruments

of $ 650,000 net of interest expense of $ 36,000 as an equity transaction for troubled debt restructuring during the year ended December

of common stock repurchased are recorded at cost as treasury stock.

Company accounts for stock-based awards in accordance with applicable accounting principles, which require compensation expense related

to share-based transactions to be measured and recognized in the financial statements based on a determination of the fair value of the

23 unchanged sentences

policy to issue new shares rather than utilizing treasury shares.

INTERNATIONAL CORP.

to Financial Statements

income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”)

7 unchanged sentences

that it is more likely than not that some portion of the deferred tax asset will not be realized.

and Diluted Net Loss Per Share

net income per share is computed by dividing the net income by the weighted average number of shares outstanding during the year, excluding

treasury stock.

Diluted net income per share is computed by dividing the net income by the weighted average number of shares outstanding

plus the dilutive potential of common shares which would result from the exercise of stock options and warrants.

The dilutive effects

of stock options and warrants are excluded from the computation of diluted net income per share if the effect of doing so would be antidilutive.

INTERNATIONAL CORP.

to Financial Statements

and Diluted Net Income (Loss) Per Share

net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding

during the period, excluding treasury stock.

Diluted net income (loss) per share is computed by dividing the net income (loss) by the

weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of

stock options and warrants.

The dilutive effects of stock options and warrants are excluded from the computation of diluted net

income (loss) per share if the effect of doing so would be antidilutive.

following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average

number of shares of dilutive potential common stock:

SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OF DILUTIVE

OF AMOUNTS USED IN COMPUTING EARNINGS PER SHARE AND EFFECT ON INCOME (LOSS) AND WEIGHTED AVERAGE NUMBER OF SHARES

Year Ended December 31,

Net loss available to common shareholders

Net income (loss) available to common shareholders

$ ( 3,233,042 )

Weighted average shares outstanding:

Basic net income (loss) per share

Net income (loss) attributable to common shareholders

$ ( 3,233,042 )

Effect of dilutive securities:

Convertible debt, interest

Net income (loss) attributable to common shareholders

$ ( 3,233,042 )

Weighted average shares outstanding:

Convertible Debt

Stock options

Basic and diluted net loss per share

Diluted net income (loss) per share

INTERNATIONAL CORP.

to Financial Statements

Common stock equivalents excluded from the computation of earnings per share for the years ended:

SCHEDULE OF OPTIONS AND WARRANTS EXCLUDED FROM COMPUTATION

OF EARNINGS PER SHARE

Year Ended December 31,

Stock options

Convertible debt

Anti-dilutive securities

Recently Adopted Accounting Standards

In December 2023, the FASB issued

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting

entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and

decision usefulness of income tax disclosures.

The Company adopted ASU 2023-09 for the current year and has elected to apply the standard

on a prospective basis.

3— EQUITY METHOD INVESTMENTS

2 unchanged sentences

This funding was to be provided through the sale of up to 50,000 common shares of NewStem to the Company representing

33 % of New Stem’s outstanding shares.

33 % of NewStem’s outstanding shares.

In 2018, the Company purchased 25,000 shares of NewStem for $ 2,000,000 acquiring an ownership

1 unchanged sentence

The Company made additional investments in 2019 and 2020 purchasing 12,500 shares each year for a $ 1,000,000 investment

each year resulting in an ownership interest of 30.51 % and 30.58 %, respectively, as of December 31, 2024 and 2023.

Company accounts for its investment in NewStem under the equity method.

At December 31, 2023, the carrying value of the investment in

NewStem exceeded its portion of the underlying net assets of NewStem by approximately $ 1,800,000 .

The excess related to identified intangible

assets including license agreements, specialized work force (goodwill) and two separate projects of in process research and development

is a development stage company and has incurred losses since its inception and has generated only minimal revenues under a licensing

Company assesses its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist.

the year ended December 31, 2024 indicators of impairment became evident due to the inability of NewStem to raise funds.

Due to the inability

to raise funds, NewStem has been unable to continue operations and is in the process of liquidation.

The intangible assets of NewStem,

including license agreements, have reverted to the licensor, Yissum (the commercial division of Hebrew University).

The Company has reached

an agreement with Yissum regarding the potential monetization of these intangible assets which provides for funds to be received by the

Company in the event of re-licensing or monetizing of the licenses or related technology developed by NewStem.

each year resulting in an ownership interest of 30.51 % as of December 31, 2024 and until its liquidation in August 2025.

Company accounted for its investment in NewStem under the equity method.

was a development stage company which incurred losses since its inception and generated only minimal revenues under a licensing agreement.

NewStem was liquidated in August 2025.

the year ended December 31, 2024, the Company signed an agreement (the “Purchase Agreement”) to acquire the remainder of

NewStem in exchange for shares of Company stock as well as funding for NewStem operations.

In anticipation of this transaction, the Company

advanced $ 250,000 to NewStem in December 2023 and an additional $ 250,000 in March 2024.

The related note agreement bore no interest and

was payable on December 30, 2024.

The agreement provided for discharge of the note upon the closing of the anticipated acquisition transaction.

The Purchase Agreement was not fully consummated, and no Company shares were issued to NewStem shareholders in exchange for NewStem shares,

therefore the note was not discharged.

The Company determined that collection of the note was unlikely due to NewStem’s liquidation

status and lack of assets.

As such, the Company wrote the note off as a bad debt during the year ended December 31, 2024.

Company assessed its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist.

During the year ended December 31, 2024, indicators of impairment became evident due to the inability of NewStem to raise funds.

to the inability to raise funds, NewStem was unable to continue operations and dissolved in August 2025.

The intangible assets of

NewStem, including license agreements, have reverted to the licensor, Yissum (the commercial division of Hebrew University).

Company has reached an agreement with Yissum regarding the potential monetization of these intangible assets which provides for the

Company to receive up to $ 3,750,000

in the event of re-licensing or monetizing the licenses or related technology developed by NewStem.

Due to the current uncertainty

of the recovery of any value from these intangible assets and the liquidation status of NewStem, the Company has fully impaired the investment

in NewStem and reduced the carrying value to zero ($ 0 ) at December 31, 2024, recognizing an impairment loss of $ 1,628,657 during the

year ended December 31, 2024.

of the timing of recovery of any value from these intangible assets and the liquidation status of NewStem, the Company fully

impaired the investment in NewStem and reduced the carrying value to zero ($ 0 )

at December 31, 2024.

On August 14, 2025, the Company received $ 5,432

from NewStem upon the final closing of their accounts which was recorded as a reduction of the previously recognized impairment loss

in the condensed statements of operations for the year ended December 31, 2025.

In October 2025, the Company wrote off all asset

accounts and the related impairment and ceased accounting for NewStem.

INTERNATIONAL CORP.

to Financial Statements

Company signed an agreement (the “Purchase Agreement”) to acquire the remainder of NewStem in exchange for shares of Company

stock as well as funding for NewStem operations.

In anticipation of this transaction, the Company advanced $ 250,000 to NewStem in December

2023 and an additional $ 250,000 in March 2024.

The related note agreement bears no interest and was payable on December 30, 2024.

agreement provided for discharge of the note upon the closing of the anticipated acquisition transaction.

The Purchase Agreement was

not fully consummated, and no Company shares were issued to NewStem shareholders in exchange for NewStem shares, therefore the note was

not discharged.

The Company determined that collection of the note was unlikely due to NewStem’s liquidation status and lack of

As such, the Company wrote the note off as a bad debt during the year ended December 31, 2024.

the year ended December 31, 2024, the Company recorded a reimbursement due to NewStem of approximately $ 42,000 for audit and accounting

related costs which was offset against the note receivable from NewStem.

During the year ended December 31, 2023, the Company reimbursed

NewStem for audit and audit related costs of approximately $ 58,000 .

No such reimbursements were made during the year ended December

following table represents the Company’s investment in NewStem:

3 unchanged sentences

Allocation of net loss from NewStem

Gain on dilution of equity method investment

Investment in NewStem before impairment

7 unchanged sentences

$ ( 510,000 )

$ ( 1,119,000 )

Company’s allocation of net loss from NewStem

$ ( 155,577 )

As of December 31,

4 unchanged sentences

Non-current liabilities

of December 31, 2024, NovelStem owned a 50 % interest in NetCo, a joint venture that owns the Net Force publishing franchise.

2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was sold to the Company’s JV

partner for $ 1,300,000 to settle the related litigation funding liability to Omni Bridgeway in full.

This transaction was fully consummated

as funds were received by Omni Bridgeway from CP Partners pursuant to the terms of the agreement.

INTERNATIONAL CORP.

to Financial Statements

owns a 50 % interest in NetCo, a joint venture that owns the Net Force publishing franchise.

The Company accounts for its investment in

NetCo under the equity method and recognizes nominal royalties and administrative fees from this arrangement.

The Company assesses its

investment in NetCo for impairment on an annual basis or more frequently if indicators of impairment exist.

Company accounted for its investment in NetCo under the equity method and recognized nominal royalties and administrative fees from this

The Company assessed its investment in NetCo for impairment on an annual basis or more frequently if indicators of impairment

following table represents the Company’s investment in NetCo:

4 unchanged sentences

Distribution from NetCo

Sale of ownership interest in NetCo

Investment in NetCo, ending

4 unchanged sentences

Net income (loss)

Company’s allocation of net income from NetCo

Company’s allocation of net income (loss) from NetCo

As of December 31,

4 unchanged sentences

Non-current liabilities

INTERNATIONAL CORP.

to Financial Statements

4— NOTES PAYABLE

3 unchanged sentences

at 12 % per annum and originally matured on December 21, 2024.

The maturity date for both notes has been extended until December 21, 2025

The maturity date for both notes has been extended until June 30, 2026

at which time all principal and accrued interest are due and payable.

4 unchanged sentences

and $ 30,082 , respectively, for the years ended December 31, 2025 and 2024.

INTERNATIONAL CORP.

to Financial Statements

notes payable are summarized as follows:

6 unchanged sentences

Note payable shareholder, principal amount

Accrued interest added to note balance

Less unamortized discount

7 unchanged sentences

( 1,295,405 )

( 4,059,366 )

Long-term notes payable

5 unchanged sentences

2024 providing for total borrowings of $ 750,000 .

The agreements provide for interest at a rate of 10 % per annum and mature December 31,

As of the date of financial statements, the full amount of $ 750,000 has been funded pursuant to these agreements.

The agreements provide for interest at a rate of 10 % per annum and matured December

As of the date of financial statements, the full amount of $ 750,000 has been funded pursuant to these agreements and the maturity

date has been extended to June 30, 2026 .

Interest expense related to these notes was $ 90,816 and $ 66,570 , respectively, for the years

ended December 31, 2025 and 2024.

May 5, 2023, the Company entered into a long-term note payable with a shareholder for $ 300,000

2 unchanged sentences

in October 2023.

This note bears interest at zero percent ( 0 %)

and matures on May

The note includes a guarantee which has been identified as an embedded derivative with a fair value of a liability

and $ 535,000

at December 31, 2024 and 2023, respectively, which is reported separately on the balance sheet.

The fair value of the note exceeds

the proceeds, and the note has been discounted at inception so that the net liability is the fair value of the derivative.

of the note discount of $ 66,570

This note bore interest at zero percent ( 0 %)

and originally matured on May

The note included a guarantee which was identified as an embedded derivative with a fair value of a liability of

at December 31, 2024 which is reported separately on the balance sheet.

The fair value of the note exceeded the proceeds, and the

note was discounted at inception so that the net liability was the fair value of the derivative.

Accretion of the note discount of

and $ 177,768 ,

respectively, has been reflected as part of interest expense in the statement of operations for year ended December 31, 2024 and

respectively, is included in interest expense in the statement of operations for the years ended December 31, 2025 and 2024.

note agreement was restructured during 2025 to provide for a fixed amount of interest in lieu of the guarantee.

This amendment,

which was determined to be accounted for pursuant to the provisions of ASC 470 for troubled debt restructurings with related

parties, ended the discounting of the note and the separate recording of an embedded derivative, as the note now bears interest and

contains no identifiable embedded derivative.

As such, the relief of the guarantee was recorded as an adjustment to equity in the

accompanying financial statements and interest expense of $ 36,000

was accrued and treated as a reduction to equity.

Beginning October 1, 2025, the note began to bear interest at a rate of 10 %

per annum and $ 8,431

of interest expense was accrued during the year ended December 31, 2025.

The note matures December

INTERNATIONAL CORP.

4 unchanged sentences

(“Omni”) related to an arbitration proceeding disclosed in Note 7.

The Agreement provides for Omni

The Agreement provided for Omni

to fund all costs related to the arbitration up to $ 1,000,000 in exchange for an assignment of a certain portion of rights to and interest

in claims related to this arbitration.

The agreement provides for specific calculations of the portion of any claims collected to be

The agreement provided for specific calculations of the portion of any claims collected to be

received by Omni with the remainder collectible by the Company.

Additionally, the agreement provides for repayment of funded costs pursuant

Additionally, the agreement provided for repayment of funded costs pursuant

to the same multiple calculations in the event of a favorable outcome that does not include the collection of claims.

3 unchanged sentences

This liability consists of expenses funded by Omni of

$ 933,065 , including $ 310,000 advanced for working capital, and related fees or investment return to Omni calculated as contractual multiples

of funding totaling $ 1,886,131 as of December 31, 2023 for a total liability of $ 2,819,196 .

This agreement bears interest at 5 % per annum

beginning January 2024 and is payable on January 10, 2025 .

The Company accrued interest related to the Agreement of $ 140,428 during the

year ended December 31, 2024.

$ 933,065 , including $ 310,000 advanced for working capital, and related fees to Omni calculated as contractual multiples of funding totaling

$ 1,886,131 for a total liability of $ 2,819,196 .

This agreement bore interest at 5 % per annum beginning January 2024 and was payable in

full on January 10, 2025.

The Company accrued interest related to the Agreement of $ 37,400 and $ 140,429 , respectively, during the years

ended December 31, 2025 and 2024.

Company began negotiations for settlement of this Agreement during 2024 and on May 9, 2025, the Company entered into a Settlement Agreement

and Release with our JV partner in NetCo, C.P.

Group, and Omni whereby our interest in NetCo was sold in exchange for funds of $ 1,300,000

which were paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement.

This transaction resulted in relief of indebtedness income of $ 1,697,024 during the year ended December 31, 2025.

February 2025, Jan Loeb, Executive Chairman, began advancing funds to the Company for operating expenses in the form of an interim bridge

loan until alternate funding sources can be found.

The bridge loan matured December 31, 2025 and has been extended to June 30, 2026 .

The Company is accruing interest at 10 % per annum for these advances.

The total advanced during the year ended December 31, 2025 was

Interest expense related to these advances was $ 9,990 , during the year ended December 31, 2025.

April 2024, the Company borrowed $ 100,000 from unrelated parties pursuant to convertible debt agreements accounted for as debt.

agreements bear interest at 10 % per annum and mature December 30, 2025 .

The unpaid principal balance of these notes and any accrued interest

may be converted into shares of the Company’s common stock at a conversion price of $ 0.13 per share.

Interest accrued related to

these agreements was $ 8,646 during the year ended December 31, 2024.

December 31, 2024 and 2023 the Company had issued 50,316,672 shares and had issued and outstanding 46,881,475 shares of its common stock,

par value $ 0.01 per share.

The Company held 3,435,197 shares of its common stock, $ 0.01 par value, in treasury at December 31, 2024 and

Holders of outstanding common stock are entitled to receive dividends when, and if declared by the Board and to share ratably in

the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company.

agreements bear interest at 10 % per annum and matured December 30, 2025 .

The maturity dates have been extended to June 30, 2026 .

unpaid principal balance of these notes and any accrued interest may be converted into shares of the Company’s common stock at

a conversion price of $ 0.13 per share.

Interest accrued related to these agreements was $ 17,595 and $ 8,646 , respectively, during the

years ended December 31, 2025 and 2024.

December 31, 2025 and 2024, the Company had issued 50,316,672 shares and had 46,881,475 shares of its common stock outstanding with a

par value of $ 0.01 per share.

Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board,

and to share ratably in the assets of the Company legally available for distribution in the event of liquidation, dissolution or winding

up of the Company.

INTERNATIONAL CORP.

to Financial Statements

Summary Employee Option Information

11 unchanged sentences

Pursuant to the Equity Incentive Plan approved by the Company’s board of directors on November 12, 2018, an aggregate

of 6,360,000 options have been issued to directors and investor relations professionals.

INTERNATIONAL CORP.

to Financial Statements

Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the respective

years (all in weighted averages):

of 6,360,000 options have been issued to directors and investor relations professionals of which 300,000 have expired and 6,060,000 remain

Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the options issued

(in weighted averages) during the year ended December 31, 2024:

SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS

Year Ended December 31,

Risk-free interest rate

3 unchanged sentences

Determined weighted average grant date fair value per option

options were issued during the year ended December 31, 2025.

expected term of the options represents an estimate of the length of time until the expected date of exercising the options.

3 unchanged sentences

The Company estimated volatility by considering

historical stock volatility over the period since the Company’s business focus shift to biotech.

The risk-free interest rates are

based on the U.S.

historical stock volatility over the period since the Company’s shift in business focus to biotech.

The risk-free interest rates

are based on the U.S.

Treasury yields for a period consistent with the expected term.

1 unchanged sentence

history and expectation of dividend payout.

The Company has not paid and does not anticipate paying of dividends in the near future.

The Company has not paid and does not anticipate paying dividends in the near future.

Summary Option Information

4 unchanged sentences

Outstanding at beginning of year

Forfeited or expired

Outstanding at end of year

1 unchanged sentence

compensation expense was approximately $ 8,800 and $ 40,000 in the years ending December 31, 2025 and 2024, respectively.

total compensation cost related to non-vested awards not yet recognized was approximately $ 9,000 and $ 13,000 , respectively, as of December

31, 2024 and 2023.

INTERNATIONAL CORP.

to Financial Statements

Company has issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date

total compensation cost related to non-vested awards not yet recognized was approximately $ 9,000 as of December 31, 2024.

Company had issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date

A summary of warrant activity follows:

3 unchanged sentences

Forfeited or expired

( 3,000,000 )

Outstanding at end of year

warrant agreements were amended on May 12, 2023 to extend the expiration date to June

The warrants outstanding at December 31, 2024 have a weighted average remaining contractual life of approximately one

1.5 half year.

The Company recognized $ 243,000

in stock-based compensation expense related to the increase in fair value of warrants pursuant to the modification of the warrant

term during the year ended December 31, 2023.

No such expense was recognized related to the warrants during the year ended December

The warrants outstanding at December

31, 2024 had a weighted average remaining contractual life of approximately 1.5 six months, all warrants expired on June

6— INCOME TAXES

the years ended December 31, 2024 and 2023, the Company incurred net operating losses and, accordingly, no provision for income taxes

has been recorded.

In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.

At December 31, 2024 and 2023, the Company had approximately $ 48,000,000 and $ 54,000,000 , respectively of net operating losses subject

to IRC Section 382 limitations, of which $ 10,600,000 and $ 9,600,000 , respectively, were available for carryforward after the consideration

of IRC Section 382 limitations.

State of Florida net operating losses available for carryforward approximate the federal net operating

loss carryforward amounts.

the years ended December 31, 2025 and 2024, the Company incurred tax basis net operating losses and, accordingly, no provision for income

taxes has been recorded.

In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any

At December 31, 2025 and 2024, the Company had approximately $ 41,000,000 and $ 48,000,000 , respectively of net operating losses

subject to IRC Section 382 limitations, of which $ 13,600,000 and $ 10,600,000 , respectively, were available for carryforward after the

consideration of IRC Section 382 limitations.

State of Florida net operating losses available for carryforward approximate the federal

net operating loss carryforward amounts.

federal and state net operating losses began expiring in 2021.

6 unchanged sentences

All such deferred tax assets have been offset with a full valuation allowance.

The composition of income (loss) before income taxes is as follows:

OF INCOME LOSS BEFORE INCOME TAXES

Year Ended December 31,

( 1,443,339 )

Company’s income tax provision differs from the expense that would result from applying statutory rates to income before taxes.

A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S.

federal income tax

rate to income before income taxes is as follows:

SCHEDULE OF INCOME BEFORE INCOME TAX

adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Recently Adopted Accounting Standards, the reconciliation

of taxes at the federal statutory rate to our provision for income tax for the year ended December 31, 2025 was as follows:

OF FEDERAL STATUTORY RATE TO OUR PROVISION FOR INCOME TAX

Year Ended December 31,

Computed tax at the federal statutory rate of 21 %

$ ( 645,119 )

Increase (decrease) in income tax rate resulting from:

Nondeductible/nontaxable items

Stock compensation

Interest, related party, note discount and limitation

Loss on dissolution of equity method investment

State income taxes, net of federal income tax benefit

Net Operating Loss Expiration

Permanent difference - relief of indebtedness income

Foreign rate differential

Change in federal valuation allowance

( 1,005,258 )

Total provision for income tax

As previously disclosed for the

year ended December 31, 2024, prior to the adoption of ASU No.

2023-09, reconciliation of the provision (benefit) for income taxes with

amounts determined by applying the statutory U.S.

federal income tax rate to income before income taxes is as follows:

Year Ended December 31,

Computed tax at the federal statutory rate of 21 %

State income taxes, net of federal income tax benefit

1 unchanged sentence

Change in federal valuation allowance

Permanent difference - relief of indebtedness income

Total provision for income tax

The Company has changed the calculation

of income tax at the statutory rate based on net loss after losses from equity method investments of $ 3,233,042 ,

as previously shown in our December 31, 2024 financial statements, to calculate income tax at the statutory rate based on net loss before

income taxes, prior to the consideration of losses from equity method investments of $ 1,443,339 .

INTERNATIONAL CORP.

9 unchanged sentences

Related party interest and accretion of note discount

163(j) interest limitation

Loss on derivative instrument

11 unchanged sentences

Net deferred tax assets

has evaluated all tax positions that could have a significant effect on the combined financial statements and determined the Company

had no significant uncertain income tax positions at December 31, 2024 and 2023.

has evaluated all tax positions that could have a significant effect on the financial statements and determined the Company had no

significant uncertain income tax positions at December 31, 2025 and 2024.

7— COMMITMENTS AND CONTINGENCIES

Company was the claimant in an arbitration proceeding against their 50 % partner in NetCo.

The Company initiated the arbitration proceeding

in an effort to maximize the total potential value to be derived from fully utilizing the NetCo intellectual property across publishing,

entertainment, digital media, merchandising and other ancillary markets.

Arbitration hearings were held at the end of July 2022.

proceedings for the joint owners of NetCo concluded during 2022 and the arbitrator rendered a decision in July 2023.

The arbitrator ruled

against the Company on certain key issues of the arbitration and in the Company’s favor on two key issues of the arbitration.

Arbitrator ruled in NovelStem’s favor on the issue of contract interpretation of the Netco Partners JV Agreement.

The Arbitrator

also found that the Company’s joint venture partner failed to use “reasonable, good faith efforts” to license and exploit

the Net Force concept, in breach of its contractual obligations under the Netco Partners’ Joint Venture Agreement.

The Arbitrator

confirmed NovelStem’s contractual right to use Tom Clancy’s name as a possessory credit in the Net Force title (Tom Clancy’s

a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized.

Total costs related

to the litigation and the related litigation funding agreement of $ 2,799,196 , including a reversal of the prior period contra expenses,

were recorded during the December 31, 2023 and were separately stated in the statement of operations.

Arbitration proceedings concluded during 2022,

and the arbitrator rendered a decision in July 2023.

The arbitrator ruled against the Company on certain key issues of arbitration and

in the Company’s favor on two key issues of arbitration.

a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized and a total liability

of $ 2,819,196 was recorded.

In May 2025 the Company’s interest in NetCo was sold in exchange for funds of $ 1,300,000 which were

paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement.

8— SUBSEQUENT EVENTS

Company evaluated subsequent events through the date these financial statements were available to be issued and filed with the SEC.

February 2025, the Company reached an agreement with C.P.

(“CP”), our NetCo joint venture partner, and Omni

Bridgeway (‘Omni”), the holder of the litigation funding agreement, to sell our interest in NetCo to CP for $ 1,300,000

in a transaction where the sales proceeds would be provided to Omni in exchange for a full release of our liability to Omni.

Settlement Agreement and Release has been prepared and approved by all parties, however is still in the process of being circulated

and reviewed for final execution as of the date of these financial statements.

To date in 2026, the Company borrowed additional funds totaling approximately $ 28,000

from the Executive Chairman pursuant to the interim bridge loan disclosed in Note 4.

March 13, 2026, the Company received $ 250,000 in exchange for 2,450,980.39 shares of common stock of the Company from an unrelated party.

Third Amended and Restated Articles of Incorporation December 1999 (1)

14 unchanged sentences

1 st Amendment to Promissory Note issued to Jerry Wolasky (1)

1 st Amendment to Promissory Note issued to Stephen Gans (1)

Bridge Note issued to Jan Loeb (1)

2 nd Amendment to Promissory Note issued to Stephen Gans (1)

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Form 10–K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized on April 7, 2025.

International Corp.

on its behalf by the undersigned, thereunto duly authorized on March 25, 2026.

NovelStem International Corp.

and Executive Chairman

2 unchanged sentences

and Executive Chairman

April 7, 2025

Christine Jenkins

President and Chief Financial Officer

April 7, 2025

Mitchell Rubenstein

April 7, 2025

David Seltzer

April 7, 2025

Jerry Wolasky

April 7, 2025

Tracy Clifford

April 7, 2025

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

What changed 10-K

Item 9A. Controls and Procedures