What changed in this filing

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Item 1. Financial Statements

2025-08-18 compared with 2025-05-09 · 255 added, 102 removed, 321 unchanged (53% of the section changed)

11 unchanged sentences

Deferred offering costs net of current portion

Right of use asset operating lease

Liabilities and Shareholders’ Deficit

5 unchanged sentences

Accrued compensation

Lease liability, current

Total Current Liabilities

Long Term Liabilities

Lease liability, net of current portion

Total Liabilities

Commitments and contingencies

1 unchanged sentence

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized;

no shares were issued and outstanding as of March 31, 2025 and December 31, 2024

no shares were issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

19,026,776 and 18,090,526 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

19,026,776 and 18,090,526 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Operating Expenses:

3 unchanged sentences

Share based compensation

License expense

Advisory fees

1 unchanged sentence

Loss From Operations

Other Income and Expense:

Other Income (Expense):

Interest income

Amortization of debt issuance costs

Amortization of debt issuance and deferred offering costs

Other income, net

Interest expense - related parties

Loss on extinguishment of Bridge loan - related party

Loss per share:

4 unchanged sentences

Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)

Three and Six Months Ended June 30, 2024

Shareholders’

1 unchanged sentence

Balance - March 31, 2024

Sale of common stock, net of offering costs

Common stock issued for bridge loan conversion

Common stock issued for settlement of vendor payable

Common stock issued for settlement of accrued compensation

Balance - June 30, 2024

Three and Six Months Ended June 30, 2025

Balance - January 1, 2025

2 unchanged sentences

Cashless exercise of warrants

Stock based compensation

Balance - March 31, 2025

Share based compensation, as

Balance - March 31, 2025, as restated

Share based compensation

Balance - June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

2 unchanged sentences

Accretion of original issue discount on bridge loans - related party

Share based compensation -

restricted stock

Write off deferred issuance costs

Share based compensation - restricted stock

Loss on extinguishment of bridge loan

Amortization of debt issuance costs and deferred offering costs

Amortization of right of use asset

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued compensation

Lease liability

Accrued advisory fee

Accounts payable - related parties

Net cash provided by (used in) operating activities

Accounts payable and accounts payable - related parties

Net cash used in operating activities

Cash flows from financing activities:

3 unchanged sentences

Deferred offering costs

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of period

2 unchanged sentences

Original issue discount on bridge loan - related party

Common stock issued in connection with private placement

Right of use asset, at lease commencement

Reclassification of deferred offering costs to APIC at the completion of the offering

Reclassified of deferred offering costs to APIC at the completion of the offering

Increase in bridge loan payable prepaid and deferred offering costs paid directly by bridge loan provider on behalf of the Company

Conversion of bridge loan to common stock

Conversion of accrued compensation

Conversion of account payable to common stock

See accompanying notes to the condensed consolidated financial statements.

13 unchanged sentences

The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

At March 31, 2025, the Company had cash totalling $ 5,439,210 .

For the three months ended March 31, 2025, the Company incurred a net loss of $ 38,001,987 and has an accumulated deficit of $ 88,610,432 at March 31, 2025.

The Company has financed its working capital requirements to date primarily through the sale of common stock, preferred stock, shareholder loans and related party bridge loans.

At June 30, 2025, the Company had cash totaling $ 125,039 .

For the three and six months ended June 30, 2025, the Company incurred a net loss of $ 5,680,170 and $ 38,006,186 , respectively, and has an accumulated deficit of $ 88,614,631 at June 30, 2025.

The Company has financed its working capital requirements to date primarily through the sale of common stock, shareholder loans and related party bridge loans.

The Company does not have sufficient available capital to fund operations for a period of twelve months from the issuance date of these financial statements.

The Company does not know whether additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all.

Although the Company has established agreements with several funding potential sources (see Notes 6, 7 and 10), the Company does not know whether additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

7 unchanged sentences

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost with appropriate performance characteristics or that such products will be successfully marketed, if at all.

Note 2 – Restatement of

Previously Issued Financial Statements

The Company has restated the previously issued

unaudited consolidated financial statements as of and for the quarter ended March 31, 2025 (the “Restatement”).

The Restatement

corrects an error for an overstatement of amortization of stock based compensation during the three months ended March 31, 2025.

As previously

reported in the Company’s Current Report on Form 8-K filed on August 18, 2025, the management of the Company, after discussions

with and among the Audit Committee of the Board of Directors concluded that the Company’s unaudited consolidated financial statements

as of and for quarter ended March 31, 2025 should no longer be relied upon and should be restated.

The following table presents the impact

of the Restatement on the Condensed Consolidated Balance Sheet (Unaudited), Condensed Consolidated Statement of Operations

(Unaudited), Condensed Consolidated Statement of Cashflows (Unaudited), and the notes to the financial statement as of and for the three

months ended March 31, 2025:

Schedule of financial statement

As of or For the

Three Months Ended

March 31, 2025

Condensed Balance Sheet

Additional Paid In Capital

Accumulated Deficit (b)

( 88,610,432 )

( 5,675,971 )

( 82,934,461 )

Condensed Statement of Operations

Share based Compensation (b)(c)

Total Operating Expense

Loss from operations

( 37,576,813 )

( 5,675,971 )

( 31,900,842 )

Net loss (a)(b)

( 38,001,987 )

( 5,675,971 )

( 32,326,016 )

Net loss per share

Condensed Statement of Cashflows

( 38,001,987 )

( 5,675,971 )

( 32,326,016 )

Share based compensation adjustment

Notes to the Condensed Consolidated Financial Statement

Note 8 - Stock-Based Compensation

Fair value of RSUs at respective

( 5,839,992 )

Unamortized portion

Remaining term

Catch up amortization as of the listing date

( 5,608,537 )

(a) Also restated as presented in Note 1 to the condensed consolidated

financial statements for the three months ended March 31, 2025

(b) Also restated as presented in Note 7 to the condensed consolidated

financial statements for the three months ended March 31, 2025

Note 3 – Basis of Presentation and Summary of Significant Accounting Policies

3 unchanged sentences

Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The information as of March 31, 2025, and for the three months ended March 31, 2025, is unaudited, whereas the consolidated balance sheet as of December 31, 2024, is derived from the Company’s audited condensed consolidated financial statements as of that date.

The information as of June 30, 2025, and for the three and six months ended June 30, 2025, is unaudited, whereas the consolidated balance sheet as of December 31, 2024, is derived from the Company’s audited condensed consolidated financial statements as of that date.

These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the audited financial statements for the year ended December 31, 2024, included on Form S-1, filed with the SEC on February 26, 2025.

7 unchanged sentences

Cash and cash equivalents

Company, from time to time during the period covered by these financial statements, may have had bank account balances in excess of

federally insured limits.

The Company, from time to time during the period covered by these financial statements, may have had bank account balances in excess of federally insured limits.

The Company has not experienced losses in such accounts.

For the statements of cash flows, the Company

considers all short-term investments purchased with a maturity of three months or less to be cash equivalents.

2025 and 2024, the Company has money market funds in the amount of approximately $ 5,440,000

respectively.

For the statements of cash flows, the Company considers all short-term investments purchased with a maturity of three months or less to be cash equivalents.

At June 30, 2025 and December 31, 2024, the Company has money market funds in the amount of approximately $ 80,000 and $ 25,000 , respectively.

Deferred offering costs

2 unchanged sentences

These costs have been capitalized and were recognized in equity upon the completion of the securities offering.

At March 31, 2025, deferred offering costs consist of the fair value of shares issued in conjunction with the issuance of an equity purchase agreement.

At June 30, 2025, deferred offering costs consist of the fair value of shares issued in conjunction with the issuance of an equity purchase agreement.

These costs have been capitalized and are being amortized over the term of the availability of the equity purchase agreement (Note 6).

1 unchanged sentence

Debt issuance costs

Debt issuance costs represent costs directly attributable to warrants issued for a line of credit commitment.

Such costs represent the fair value of warrants issued to the debt facility provider, and are amortized to the statement of operations on a straight-line basis which approximates the effective interest rate method, over the term of the debt instrument.

The debt issuance costs, net of accumulated amortization is classified as a long-term asset until the Company begins to draw funds from the debt facility in accordance with ASC 815:

Debt issuance costs represent costs directly attributable

to warrants issued for a line of credit commitment.

Such costs represent the fair value of warrants issued to the debt facility provider

and are amortized to the statement of operations on a straight-line basis which approximates the effective interest rate method, over

the term of the debt instrument.

The debt issuance costs, net of accumulated amortization, are classified as a long-term asset until

the Company begins to draw funds from the debt facility, in accordance with ASC 815:

“ Derivatives and Hedging ”.

At such time, the pro-rata portion of amounts borrowed as compared to the total debt facility will be reclassified as a contra-debt account.

such time, the pro-rata portion of amounts borrowed as compared to the total debt facility will be reclassified as a contra-debt account.

The Company evaluates the terms of warrants issued and determines if the instrument requires liability or equity accounting classification under ASC 815:

18 unchanged sentences

Unobservable inputs reflect the Company’s assumptions about the inputs the buyer and seller would use to price the asset or liability developed based on the best information available in the circumstances.

The Company’s money market funds are valued at quoted prices in active markets and are classified as Level 1 within the fair value hierarchy.

The carrying value of the Company’s accounts payable approximates its fair value because of the short-term nature of these financial instruments.

The note payable - related party is reported at fair value as the Company elected the fair value option for such note (see Note 4).

Company’s money market funds are valued at quoted prices in active markets and are classified as Level 1 within the fair value

The carrying value of the Company’s accounts payable approximates its fair value because of the short-term nature

of these financial instruments.

The note payable - related party is reported at fair value as the Company elected the fair value

option for such a note (see Note 4).

The fair value hierarchy is categorized into three levels based on the inputs as follows:

4 unchanged sentences

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

The Company recognized point-in-time revenue of $ 39,900 and $ 43,000 for the three months ended March 31, 2025 and 2024, respectively, for the sale/license of technology where the Company has no further performance obligations.

The Company recognized point-in-time revenue of $ 0 and $ 39,990 for the three and six months ended June 30, 2025, and $ 20,000 and $ 63,000 for the three and six months ended June 30, 2024, respectively, for the sale/license of technology where the Company has no further performance obligations.

Research and development

11 unchanged sentences

The Company recognizes the stock-based compensation expense for the restricted stock units (“RSU”) based upon the fair value of the common stock at the date of the grant.

The expense is recognized over the service period provided in the RSU awards, however expense will not be recognized until the Listing date, as prior to such date it was not probable that condition to commence vesting would be met.

The expense is recognized over the service period provided in the RSU awards, however expense will not be recognized until the listing date (“Listing Date”), as prior to such date it was not probable that condition to commence vesting would be met.

When the vesting contingency is met, the Company will commence to recognize expense related to the RSU’s.

6 unchanged sentences

For periods in which the Company reports a net loss, the diluted net loss per share is the same as basic net loss per share.

For the three months ended March 31, 2025 there are potentially dilutive securities outstanding of 150,000 and 3,110,000 potentially dilutive restricted stock units which are not included in the diluted net loss per share calculation since their effect is anti-dilutive.

For the three months ended March 31, 2024, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

For the six months ended June 30, 2025 there are potentially dilutive securities outstanding of 3,010,000 potentially dilutive restricted stock units which are not included in the diluted net loss per share calculation since their effect is anti-dilutive.

For the six months ended June 30, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

The Company recognizes federal, state, and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year.

For the periods ended March 31, 2025 and 2024, there is no current tax provision due to losses generated.

For the periods ended June 30, 2025 and 2024, there is no current tax provision due to losses generated.

The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carry forwards.

4 unchanged sentences

The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets.

The difference between the statutory and effective rates for the years ended March 31, 2025 and 2024 is a result of the Company applying a full valuation allowance against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating losses.

The difference between the statutory and effective rates for the three and six months ended June 30, 2025 and 2024 is a result of the Company applying a full valuation allowance against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating losses.

The ability to utilize such net operating loss carry forwards may be limited due to possible changes in ownership as defined under Internal Revenue Code section 382.

8 unchanged sentences

The standard has been adopted for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.

Note 3 – Related party transactions

4 – Related p arty

t ransactions

AFH Holdings and Advisory, LLC advisory agreement

On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC (‘AFH’) an affiliate to assist the Company in connection with its intent to affect a public listing.

On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC, an affiliate to assist the Company in connection with its intent to affect a public listing.

AFH was retained to assist the Company with investor presentations and decks, coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities prior to the initial public offering and coordinate the closing process for the offering.

3 unchanged sentences

In accordance with the amendment, the Company paid $ 2,500,000 of such fee on March 26, 2025.

The remaining balance of $ 8,828,565 , recorded on the condensed consolidated balance sheet at March 31, 2025 within accrued advisory fee – related party, is payable in 12 equal monthly installments commencing in April 2025.

The remaining balance of $ 8,828,565 is payable in 12 equal monthly installments commencing in April 2025.

As of June 30, 2025, the remaining outstanding accrued advisory fee totaled $ 5,882,710 recorded on the condensed consolidated balance within accrued advisory fee – related party.

In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two (2) years from the closing of the private securities offering.

4 unchanged sentences

The Company also utilizes laboratory and patent maintenance services from USC.

The Company incurred $ 102,224 and $ 72,234 related to such services for the three months ended March 31, 2025 and 2024, respectively, of which $ 82,224 and $ 72,234 are recorded within research and development expenses and $ 20,000 and $ 0 are recorded within general administrative expenses on the condensed consolidated statements of operations.

At March 31, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 118,011 and $ 272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

The Company incurred $ 82,225 and $ 184,449 and $ 191,239 and $ 283,473 related to such services for the three and six months ended June 30, 2025 and 2024, respectively, of which $ 82,225 , $ 164,449 and $ 191,239 and $ 263,473 are recorded within research and development expenses and $ 0 , $ 20,000 and $ 0 and 20,000 are recorded within general administrative expenses on the condensed consolidated statements of operations.

At June 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 499,225 and $ 272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $ 444,766 and $ 734,874 as March 31, 2025 and December 31, 2024, respectively.

The amount accrued for the management team, including related payroll taxes, was $ 255,105 and $ 734,874 as June 30, 2025 and December 31, 2024, respectively.

Note 5 – Related Party Loans Payable

5 unchanged sentences

Accretion of the OID for the three months ended March 31, 2024, amounted to $ 1,387,493 , which is included in interest expense in the accompanying consolidated statement of operations.

Summary of the bridge loan activity for the three months ended March 31, 2024 is as follows:

Summary of the bridge loan activity for the three and six months ended June 30, 2024 is as follows:

Schedule of debt

Three Months Ended

Bridge loan carrying value

Balance – January 1, 2024

Balance March 31, 2024

Balance June 30, 2024

Conversion to common stock

Principal outstanding at June 30, 2024

Six Months Ended

Bridge loan – carrying value

Balance – January 1, 2024

Balance – June 30, 2024

Conversion to common stock

Principal outstanding at June 30, 2024

On June 14, 2024, the Company reached an agreement with HCWG LLC to convert the outstanding principal and interest on the Bridge Loan into 979,039 shares of common stock.

As a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing.

The Company has a receivable due from HCWG LLC totaling $ 148,705 which is recorded within prepaid expenses and other on the condensed consolidated balance sheet at March 31, 2025 and December 31, 2024.

The Company has a receivable due from HCWG LLC totaling $ 148,705 which is recorded within prepaid expenses and other on the condensed consolidated balance sheet at June 30, 2025 and December 31, 2024, respectively.

Advances from Executive Chairman

2 unchanged sentences

On March 10, 2025, the advance and 1x interest was repaid.

Interest expense in the amount of $ 300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the three months ended March 31, 2025.

Interest expense in the amount of $ 300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the six months ended June 30, 2025.

Note 6 – Leases

2 unchanged sentences

The Company’s lease does not contain options to renew or extend the lease term or options to terminate leases early, except for insolvency.

On November 27, 2024, the Company amended the lease expiration date from January 31, 2026, to January 31, 2025.

As of December 31, 2024, the consolidated balance sheet reflects a right-of-use asset of $ 23,526 and a lease liability of $ 24,722 .

The lease liability was computed using an interest rate of 13.49 % and as of December 31, 2024, the lease has a remaining life of one month.

In April 2025, the Company entered into a 63 month lease for office space which calls for a monthly base rent of $ 6,778 .25 , increasing at approximately 3 % per annum.

The lease liability was computed using an interest rate of 3.72 % and as of June 30, 2025 the lease has a remaining 61 months.

In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term.

The Company’s net lease non-lease components (e.g., standard area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and, therefore, are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred.

On November 27, 2024, the Company amended the lease expiration date from January 31, 2026, to January 31, 2025.

of December 31, 2024, the consolidated balance sheet reflects a right-of-use asset of $ 23,526

and a lease liability of $ 24,722

included in the condensed consolidated statement of operations in general and administrative expenses.

The Company recorded lease

expense of $ 24,722 and

$ 55,468 during the three

months ended March 31, 2025, and 2024, respectively, within general and administrative expenses on the consolidated statements

of operations.

Cash paid for amounts included in the measurement of lease liability was $ 25,000

and $ 55,000 ,

respectively, during the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.

liability was computed using an interest rate of 13.49 %

and as of December 31, 2024, the lease has a remaining life of one month 1 .

At June 30, 2025 the consolidated balance sheet reflects a right-of-use asset of $ 397,817 and a lease liability of $ 395,512 .

The Company recorded lease expense of $ 15,581 and $ 56,325 during the three months ended June 30, 2025 and 2024, respectively, and $ 40,303 and $ 111,793 during the six months ended June 30, 2025, and 2024, respectively, within general and administrative expenses on the consolidated statements of operations.

Cash paid for amounts included in the measurement of lease liability was $ 13,557 and $ 75,000 and $ 38,557 and $ 125,000 , respectively, during the three and six months ended June 30, 2025, and 2024, respectively.

The following are the expected maturities of lease liabilities for operating leases as of June 30, 2025:

Schedule of lease liabilities for operating leases

Twelve Months Ended December 31,

Present value of lease liability

current portion

Noncurrent portion

Note 7 – Common and Preferred Stock

The total number of shares of common stock available for issue by NTHI is 100,000,000 shares of common stock at $ 0.0001 par value per share and the total number of shares of preferred stock is 10,000,000 at a par value of $ 0.0001 .

As of March 31, 2025, no preferred shares have been issued.

As of June 30, 2025, no preferred shares have been issued.

The board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware , to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereof.

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

During the three months ended March 31, 2025, the Company sold 727,750 shares of common stock at a price of $ 16 per share for gross proceeds of $ 11,644,005 pursuant to a private placement of its securities, issued 46,000 shares as part of advisory services related to the listing and as part of the private placement fee for our equity line of credit, 162,500 shares were issued for the cashless exercise of warrants, and the release of 3,110,000 shares for restricted stock units.

During the six months ended June 30, 2025, the Company sold 727,750 shares of common stock at a price of $ 16 per share for gross proceeds of $ 11,644,005 pursuant to a private placement of its securities, issued 46,000 shares as part of advisory services related to the listing and as part of the private placement fee for our equity line of credit, 162,500 shares were issued for the cashless exercise of warrants, and the release of 3,310,000 shares for restricted stock units.

The net proceeds from the sale of common stock, were calculated as follows:

10 unchanged sentences

and (b) out of pocket expenses plus the costs associated with the use of a third-party electronic road show service up to $10,000.

The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increasing the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee.

The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee.

Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $ 16 per share for total commitments of $ 10,000,000 , which were to be held in escrow until the Company’s registration statement was declared effective.

2 unchanged sentences

In connection with the agreement, the Company paid $ 300,000 in placement agent fees to Broker for securing $2,500,000 in commitments for the Private Placement.

This fee was paid when the funds were released from escrow and recorded as a reduction to additional paid-in capital on the condensed consolidated statement of shareholders’ deficit as of March 31, 2025.

Advisory Services

4 unchanged sentences

The fair value of the 30,000 shares issued in March 2025, amounting to $ 363,300 , was determined using the closing day price of $ 12.11 .

This amount was recorded as an advisory fee on the condensed consolidated statement of operations as of March 31, 2025.

This amount was recorded as an advisory fee on the condensed consolidated statement of operations.

The agreement expired on January 3, 2025 and was amended and restated on January 23, 2025 to extend the term for another six months through July 23, 2025.

2 unchanged sentences

Deferred offering costs relating to the Private Placement and direct listing at December 31, 2024 totaled $ 1,071,947 .

At March 31, 2025, this amount plus $ 319,561 incurred in the quarter ended March 31, 2025 was reclassified against the common stock issued in the condensed consolidated statement of changes in shareholder’s deficit.

At June 30, 2025, this amount plus $ 0 and $ 319,633 incurred in the three and six months ended June 30, 2025, respectively was reclassified against the common stock issued in the condensed consolidated statement of changes in shareholder’s deficit.

Equity Purchase Agreement

8 unchanged sentences

The term of the Equity Purchase Agreement will commence on the effective date of the direct listing and will terminate on the earlier of i) the date on which the Mast Hill shall have purchased Put Shares equal to the $50,000,000, (ii) twenty-four (24) months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Mast Hill, (iv) this Registration Statement is no longer effective after the initial effective date of this Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a receiver, trustee, assignee, liquidator or similar official is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

As of March 31, 2025, nothing has been transacted under this agreement.

As of June 30, 2025, nothing has been transacted under this agreement.

In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill.

1 unchanged sentence

Such amount net of amortization was recorded as deferred offering cost on the condensed consolidated balance sheet as of March 31, 2025.

For the period ended March 31, 2025, the Company reported $ 45,941 as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $ 147,819 at March 31, 2025 are to be amortized over the remaining term of the Equity Purchase Agreement.

For the three and six months ended June 30, 2025, the Company reported $ 48,440 and $ 70,238 , respectively as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $ 123,520 at June 30, 2025 are to be amortized over the remaining term of the Equity Purchase Agreement.

Investment agreement

In July 2025, the Company sold 132,342 shares of common stock at $3.73 per share for gross proceeds of approximately $493,000 pursuant to Equity Purchase Agreement with Mast Hill

Note 8 – Segment Reporting

5 unchanged sentences

The CODM does not review assets in evaluating the results of the biotechnology segment, and therefore, such information is not presented.

The following supplemental information breaks down the research and development costs for the three months ended March 31, 2025 and 2024, respectively.

Schedule of segment reporting

The following supplemental information breaks down the research and development costs for the three and six months ended June 30, 2025 and 2024, respectively.

of segment reporting

Six Months Ended

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee Expenses

Debt issuance and deferred offering costs amortization

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’ loans

Loss on extinguishment of Bridge loan - related party

Interest income

Three Months Ended

Significant and other segment expenses:

Total clinical trial expense

Total research and development expense

Legal and accounting

Employee Expenses

Debt issuance and deferred offering costs amortization

1 unchanged sentence

Share based compensation

General and administrative expense

Other general and administrative expense

Interest expense - related parties’ loans

2 unchanged sentences

On April 12, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which allows the issuance of up to 3,440,000 shares of the Company’s authorized and unissued common stock in the form of incentive stock options, non-qualified stock options, restricted stock units, performance share units, or other forms of equity as may be added in the future to employees, directors and consultants of the Company and its affiliates.

The allowable number of shares that can be issued under the 2023 Plan increased upon the completion of the listing to 4,764,507 which represents the 20% of the fully diluted capitalization of the Company on the closing of Company’s initial public price.

The allowable number of shares that can be issued under the 2023 Plan increased upon the completion of the listing to 4,764,507 which represents 20% of the fully diluted capitalization of the Company on the closing of Company’s initial public price.

In January and February 2024, 2,460,000 and 200,000 , respectively, restricted stock units (“RSUs”) were granted to the executive officers and members of the Board of Directors further to the 2023 Plan as described above.

Of the total RSUs granted (tranche 1) 1,686,667 vest 100% seven months from the date that the Company lists on a national exchange, (tranche 2) 486,667 will vest in equal monthly installments over a one (1) year period commencing on the eighth month from the effective date of the listing on a national exchange and (tranche 3) 486,666 are performance-based, the vesting of which will be predicated on certain financial and operational performance metrics being met after the effective date of the listing on a national exchange as set forth the grant agreements.

Since tranche 3 is performance based, it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of March 31, 2025.

Of the total RSUs granted (tranche 1) 1,686,667 vest 100% seven months from the date that the Company lists on a national exchange, (tranche 2) 486,667 will vest in equal monthly instalments over a one (1) year period commencing on the eighth month from the effective date of the listing on a national exchange and (tranche 3) 486,666 are performance-based, the vesting of which will be predicated on certain financial and operational performance metrics being met after the effective date of the listing on a national exchange as set forth the grant agreements.

Since tranche 3 is performance based, it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of June 30, 2025.

On October 23, 2024, 200,000 RSUs were granted to each of the CEO and the Executive Chairman, for a total of 400,000 , and 100,000 granted to two members of the Board of Directors were canceled.

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On March 26, 2025, the listing occurred, satisfying the contingency required for vesting to begin and defining the service period.

The Company determined the fair value of the RSUs at their respective grant dates to be $ 37,336,500 , based on the price of the most recent sale of common stock prior to each grant date.

For the three months ended March 31, 2025, the company recognized $ 23,073,745 in share-based compensation of which $22,753,463 was amortization from the date of the grant until March 26, 2025, the listing date.

As of March 31, 2025, there was unamortized stock-based compensation of approximately $ 14,262,755 which the Company expects to recognize over approximately 1.8 years.

On June 1, 2025, 300,000 RSUs were forfeited resulting in a reversal of $ 1,329,062 of shared based compensation during the six months ended June 30, 2025.

On June 5, 2025, 200,000 RSUs were granted to the one board member.

66,667 RSUs vest 100% seven months from the date of issuance, 66,667 RSUs vest 100% thirty-six months from the date of issuance.

The remaining 66,667 RUS’s vest thirty-six months from the date certain performance metrics are achieved.

The Company determined the fair value of all the RSUs at their respective grant dates to be $ 32,495,174 based on the price of the most recent sale of common stock prior to each grant date for those RSU’s granted prior to the Listing

Date or the quoted market value for the RSU’s granted after the Listing Date.

For the six months ended June 30, 2025, the company

recognized $20,923,850.

As of June 30, 2025, there was unamortized stock-based compensation of approximately $ 9,171,324 which the Company expects to recognize over approximately 7 years.

The activity related to RSUs is summarized as follows:

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December 31, 2024

Granted during quarter ended March 31, 2025

Balance at March 31, 2025

Released RSUs at March 31, 2025

As of March 31, 2025, 3,110,000 RSU’s were granted, and 1,654,500 RSU’s remain unissued in the 2023 Plan.

Granted during six months ended June 30, 2025

Balance at June 30, 2025

Released RSUs for six months ended June 30, 2025

As of June 30, 2025, an aggregate of 3,010,000 RSU’s were granted, and 1,754,500 RSU’s remain unissued in the 2023 Plan.

Note 10 – Commitments and Contingencies

Line of Credit Commitment – Related Party

On October 11, 2024, the Company entered into a Line of Credit Agreement (“the Agreement”) with HCWG for borrowings of up to $ 10.0 million.

Borrowings under the Line of Credit Agreement bear interest at 10.0 % per annum and increases to 14% if the Agreement is extended.

Interest payments are due on the first business day of each calendar month and unpaid principal is due on October 12, 2027.

No amounts have been borrowed under the facility through March 31, 2025.

October 11, 2024, the Company entered into a Line of Credit Agreement (“the Agreement”) with HCWG for borrowings of

Borrowings under the Line of Credit Agreement bear interest at 10.0 %

per annum and increases to 14% if the Agreement is extended.

Interest payments are due on the first business day of each calendar

month and the unpaid principal is due on October 12, 2027.

No amounts have been borrowed under the facility through

June 30, 2025.

In connection with the agreement, the Company issued HCWG five-year warrants to purchase up to 312,500 shares of our common stock at an exercise price of $ 12.00 per share.

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In March 2025, 162,500 warrants were exercised in a cashless exercise, resulting in the issuance of 162,500 shares of common stock.

At March 31, 2025, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

At June 30, 2025, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

The fair value of the warrants on the grant date was determined using the Black-Scholes valuation model, with the following key assumptions:

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The fair value of warrants at inception was $ 2,015,413 , which was recorded as additional paid-in capital on the condensed consolidated statement of changes stockholders’ deficit for the year ended December 31, 2024, and as debt issuance costs on the balance sheet.

The debt issuance costs are being amortized over the term of the line of credit and amounted to $ 167,951 for the three months ended March 31, 2025.

At March 31, 2025 and December 31, 2024, unamortized debt issuance costs total $ 1,030,561 and $ 1,870,316 , respectively, which will be amortized over the remaining 22 months of the facility

The debt issuance costs are being amortized over the term of the line of credit and amounted to $ 167,951 and $ 335,903 for the three and six months ended June 30, 2025.

At June 30, 2025 and December 31, 2024, unamortized debt issuance costs total $ 1,534,413 and $ 1,870,316 , respectively, which will be amortized over the remaining 19 months of the facility.

From time to time, the Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business which could result in a material adverse effect on the Company’s combined financial position, results of operations or cash flows.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.

As of March 31, 2025 and December 31, 2024, the Company had no liabilities recorded for loss contingencies, except as below.

As of June 30, 2025 and December 31, 2024, the Company had no liabilities recorded for loss contingencies, except as below.

License Agreement - Orient EuroPharma Co., Ltd.

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On February 15, 2024, OEP and the Company entered into a settlement agreement whereas the Company and OEP terminated the Agreement in exchange for a payment in the amount of $ 4,000,000 payable by the Company to OEP within ten days of the date the Company completes its initial public offering.

The Company has a litigation settlement payable of $ 4,000,000 in the accompanying condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company has a litigation settlement payable of $ 4,000,000 in the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

As of the date of this filing, the Company has not paid the litigation settlement amount.

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This matter was settled on October 16, 2023, and the Company agreed to pay the vendor $ 600,000 within 5 business days of the close of the date that the Company completes an IPO or March 31, 2024, whichever occurs first.

The Company has a litigation settlement payable in the accompanying condensed consolidated balance sheet at March 31, 2025 and December 31, 2024.

The Company has a litigation settlement payable in the accompanying condensed consolidated balance sheet at June 30, 2025 and December 31, 2024.

As of the date of this filing, the Company has not paid the litigation settlement amount.

On March 31, 2024, a vendor agreed to extend the payment until May 15, 2024 for payment of an additional $25,000, payable on demand.

On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid, therefore an additional $ 7,500 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2025.

At March 31, 2025 and December 31, 2024, $ 48,750 and $ 41,250 of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance sheet at March 31, 2025 and December 31, 2024.

10 – Subsequent

On April 7, 2025, the Company entered into a new lease agreement for office space, located in Calabasas, California.

The lease term is 5 years and three months commencing on April 14, 2025 , with monthly lease payments of approximately $ 6,778 .

The lease includes a security deposit of $ 47,176 and price increases of 3 % each year.

On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid, therefore an additional $ 48,750 and $ 56,250 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three and six months ended June 30, 2025, respectively.

At June 30, 2025 and December 31, 2024, $ 97,500 and $ 41,250 of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance sheet.

Note 11 – Subsequent Events

Convertible debt

In July 2025, the Company entered into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $4 million.

The notes are payable three months after purchase for a total amount of $ 5 million (20% OID).

The Company may extend the payment date for up to three additional one-month periods with the OID on the Notes increasing to 25%, 30% and 35% with respect to any such monthly extensions.

Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible into shares of the Common stock of the Company at a price equal to 80% of the lowest closing sale price of the Company’s common stock as reported on the Nasdaq Global Market on any trading day during the five (5) trading days prior to the respective conversion date.

As of August 13, 2025, the Company has received the full proceeds from the issuance of $ 4,000,000 of such promissory notes.

Investment and Joint Venture

In June 2025, the Company (through a soon to be formed entity – Nuromena Holdings Ltd.

“NuroMena”) entered into a letter of intent to form an investment and joint venture agreement with a Middle-East investor (“Investor”), names Quazar Investments.

At the formation date, the Company would own 10 million shares of NuroMena and contribute a license to its technology to NuroMena, and the Investor will purchase 2.5 million shares of NuroMena for a subscription price of $400,000 (“Initial Investment”).

Following the formation of the entity and closing of the Initial Investment, the Investor shall source one or more future investors to purchase up to $50.0 million at $25/share in common stock of the Company, of which 70% of the proceeds will be maintained by the Company and 30% will be transferred to an operating entity to be formed under NuroMena, to conduct clinical trials in the middle-east markets.

As of August 13, 2025, the entity has not yet been formed, and therefore the Initial Investment has not yet occurred.

In July 2025, the Company satisfied a key milestone in connection with the anticipated closing of its previously announced strategic transaction with Quazar Investment.

Specifically, the Company executed and transferred a Sub-License Agreement from NeOnc Technologies Holdings, Inc.

to its Abu Dhabi onshore operating subsidiary, NuroCure.

The Sub-License grants rights within the United Arab Emirates and the broader GCC and MENA regions for NEO100 and NEO212 pursuant to the Company’s existing license from the USC Stevens Center for Innovation.

On July 8, 2025, the Company announced that it had entered into a non-binding term sheet with Quazar Investment for a proposed $50 million equity investment and regional expansion into the MENA markets.

The Sub-License Agreement constituted the second of five conditions precedent to closing the transaction.

Subsequent to execution of the Sub-License, the Company satisfied all remaining conditions precedent to closing, including:

Finalization of definitive offering documents, including

subscription agreements and a shareholder agreement;

Approval of a comprehensive two-year business plan and budget,

setting forth operational and clinical development milestones;

Legal formation of NuroMENA Holdings Ltd., incorporated under

the Abu Dhabi Global Market framework.

The completion of these steps fulfills all the

required conditions for closing and positions the Company to consummate the Quazar Investment transaction.

Binding Letter of Intent

On July 24, 2025, the Company entered into a binding Letter of Intent (“LOI”) with Dr.

Puri and Beth R.

Levinson, setting forth the principal terms for the acquisition by NeOnc of all equity interests in a to-be-formed limited liability company (the “Target Company”).

The Target Company was subsequently organized as JandB Holdings LLC, a California limited liability company.

Under the terms of the binding LOI, the transaction consideration includes:

(i) a cash payment of $500,000 to McMaster University on or before

October 31, 2025;

(ii) $3.0 million, less expenses, payable in shares of the Company’s

common stock valued at $25.00 per share, to JandB Holdings LLC.

The Company believes this acquisition represents a strong strategic fit and supports its long-term growth initiatives.

The closing of the transaction is subject to the negotiation and execution of definitive agreements, including a Share Exchange Agreement and related documentation, to be prepared by the Company’s legal counsel and reviewed by the Target Company’s legal counsel.

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-Q

Item 1. Financial Statements