NEONC TECHNOLOGIES HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data The financial statements of NeOnc Technologies Holdings, Inc., listed below are set forth in Item 8 of this Annual Report for the years ended December 31, 2025 and 2024: Page Report of Independent Registered Public Accounting Firm PCAOB ID # 199 F-2 Report of Independent Registered Public Accounting Firm PCAOB ID # 688 F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Stockholders’ Deficit F-6 Consolidated Statements of Cash Flows F-8 Notes to the Consolidated Financial Statements F-9 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of NeOnc Technologies Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of NeOnc Technologies Holdings, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit 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 audit 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 audit provides a reasonable basis for our opinion. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024). Philadelphia, PA March 30, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of NeOnc Technologies Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NeOnc Technologies Holdings, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit 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 audit 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 audit provides a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We have served as the Company’s auditor from 2022 through 2025. Philadelphia, PA February 26, 2025 F- 3 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2025 December 31, 2024 Assets Current Assets Cash and cash equivalents $ 58,729 $ 64,893 Deferred offering costs – current 75,082 1,071,947 Debt issuance costs – current 671,804 671,804 Prepaid expenses and other current assets 583,096 386,559 Total Current Assets 1,388,711 2,195,203 Non-Current Assets Debt issuance costs – net of current portion 526,701 1,198,512 Right of use asset – operating lease 361,045 23,526 Other assets 47,177 - Intangible asset 500,000 - Total Assets $ 2,823,634 $ 3,417,241 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 6,117,098 $ 2,893,079 Accounts payable – related parties 996,087 628,277 Accrued advisory fee – related party 1,757,141 - Litigation settlement payable 4,892,059 4,641,250 Convertible promissory notes, net of discount 5,952,066 - Accrued compensation 255,099 734,874 Lease liability, current 71,131 24,722 Total Current Liabilities 20,040,681 8,922,202 Long Term Liabilities Lease liability, net of current portion 290,682 - Total Liabilities 20,331,363 8,922,202 Commitments and contingencies Stockholders’ Deficit: Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized; no shares were issued and outstanding as of December 31, 2025 and December 31, 2024 - - Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 21,990,688 and 18,090,526 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 2,198 1,809 Treasury stock – 302,766 shares of common stock ( 2,706,307 ) - Additional paid in capital 97,951,035 45,101,675 Accumulated deficit ( 112,754,655 ) ( 50,608,445 ) Total Stockholders’ Deficit ( 17,507,729 ) ( 5,504,961 ) Total Liabilities and Stockholders’ Deficit $ 2,823,634 $ 3,417,241 See accompanying notes to the consolidated financial statements. F- 4 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31, 2025 2024 Revenues: Revenue $ 39,990 $ 83,000 Operating Expenses: Research and development 3,638,257 3,045,239 Legal and professional 2,481,413 2,000,623 General and administrative 4,817,900 1,679,660 Share based compensation 35,555,059 - Advisory fees – principally related parties 11,787,806 500,000 Total Operating Expenses 58,280,435 7,225,522 Loss From Operations ( 58,240,445 ) ( 7,142,522 ) Other Income (Expense): Interest and other income 327,582 16,133 Grant income 71,247 - Amortization of debt issuance costs ( 1,110,484 ) ( 145,097 ) Interest expense ( 2,504,567 ) ( 2,557,055 ) Loss on extinguishment of Bridge loan – related party - ( 2,069,923 ) Loss on change in fair value of derivative liability related to sales of common stock through equity line of credit ( 689,543 ) - Net Loss $ ( 62,146,210 ) $ ( 11,898,464 ) Loss per share: Net loss per share – basic and diluted $ ( 3.20 ) $ ( 0.69 ) Weighted average number of common stock outstanding – basic and diluted 19,398,776 17,342,755 See accompanying notes to the consolidated financial statements. F- 5 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Deficit Year Ended December 31, 2024 Common Stock Additional Paid In Accumulated Total Stockholders’ Shares Amount Capital Deficit Deficit Balance – January 1, 2024 16,560,000 $ 1,656 $ 24,720,072 - $ ( 38,709,981 ) $ ( 13,988,253 ) Sale of common stock, net of costs 384,646 38 4,615,751 - 4,615,789 Common stock issued for bridge loan conversion 979,039 98 11,748,366 - 11,748,464 Common stock issued for settlement of vendor payable 127,258 13 1,527,077 - 1,527,090 Common stock issued for settlement of accrued compensation 34,375 3 412,497 - 412,500 Common stock issued for note payable conversion 5,208 1 62,499 - 62,500 Warrants issued for line of credit - - 2,015,413 - 2,015,413 Net loss - - - - ( 11,898,464 ) ( 11,898,464 ) Balance – December 31, 2024 18,090,526 $ 1,809 $ 45,101,675 - $ ( 50,608,445 ) $ ( 5,504,961 ) See accompanying notes to the consolidated financial statements. F- 6 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Deficit Year Ended December 31, 2025 Common Stock Additional Paid In Treasury Treasury Accumulated Total Stockholders’ Shares Amount Capital Shares Amount Deficit Deficit Balance – January 1, 2025 18,090,526 $ 1,809 $ 45,101,675 - $ - $ ( 50,608,445 ) $ ( 5,504,961 ) Common stock issued for $16/share net of listing costs 727,750 73 10,214,670 - - - 10,214,743 Common stock issued for advisory services 53,158 5 557,055 - - - 557,060 Cashless exercise of warrants 162,500 16 ( 16 ) - - - - Stock based compensation - - 35,555,059 - - - 35,555,059 Restricted share grants released from restrictions 2,173,610 217 ( 217 ) - - - - Common stock issued for equity line of credit 671,412 67 5,522,820 - - - 5,522,887 Common stock issued for private placement 111,732 11 999,989 - - - 1,000,000 Tax effect related to net share settlement of equity awards - - - 302,766 ( 2,706,307 ) - ( 2,706,307 ) Net loss - - - - - ( 62,146,210 ) ( 62,146,210 ) Balance – December 31, 2025 21,990,688 $ 2,198 $ 97,951,035 302,766 $ ( 2,706,307 ) $ ( 112,754,655 ) $ ( 17,507,729 ) See accompanying notes to the consolidated financial statements. F- 7 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 62,146,210 ) $ ( 11,898,464 ) Adjustments to reconcile net loss to net cash used in operating activities: Increase in bridge loan – expenses paid by bridge loan provider on behalf of the Company - 476,393 Accretion of original issue discount on related party loan 300,000 2,557,055 Accretion of original issue discount on convertible promissory note 1,952,066 - Write off deferred issuance costs - 703,796 Share based compensation – restricted stock 35,555,059 - Loss on extinguishment of bridge loan - 2,069,923 Loss on change in fair value of derivative liability 689,543 - Amortization of debt issuance costs 1,110,484 145,097 Amortization of right of use asset 36,461 245,945 Changes in operating assets and liabilities: Prepaid expenses ( 196,535 ) ( 123,627 ) Other assets ( 47,177 ) - Accrued compensation ( 479,775 ) 56,131 Lease liability ( 12,167 ) ( 244,748 ) Accrued advisory fee – related party 1,757,141 - Accounts payable and accrued expenses 1,117,161 1,798,583 Net cash used in operating activities ( 20,363,948 ) ( 4,213,916 ) Cash flows from investing activities: Purchases of intangible asset ( 500,000 ) - Net cash used in investing activities ( 500,000 ) - Cash flows from financing activities: Proceeds from the sale of common stock, net of costs 11,324,374 4,615,789 Proceeds from the sale of common stock – private placement 1,000,000 - Proceeds from related party loan 300,000 892,028 Repayment of related party loan ( 600,000 ) ( 791,077 ) Deferred offering costs - ( 469,793 ) Proceeds from sale of common stock pursuant to equity purchase agreement 4,833,410 - Proceeds from convertible notes payable 4,000,000 - Net cash provided by financing activities 20,857,784 4,246,947 Net (decrease) increase in cash and cash equivalents ( 6,164 ) 33,031 Cash and cash equivalents – beginning of period 64,893 31,862 Cash and cash equivalents – end of period $ 58,729 $ 64,893 Supplemental disclosure of non-cash financing and investing activities: Original issue discount on bridge loan – related party $ - $ 1,368,421 Right of use asset, at lease commencement $ - $ 536,605 Share issued in connection with advisory services $ 557,060 - Cashless exercise of warrants $ 1,950,000 - Reclassified deferred offering costs to APIC at the completion of the offering $ 1,391,580 $ - Increase in bridge loan payable – prepaid and deferred offering costs paid directly by bridge loan provider on behalf of the Company $ - $ 31,346 Conversion of bridge loan to common stock $ - $ 11,748,464 Conversion of accrued compensation $ - $ 412,500 Conversion of account payable to common stock $ - $ 1,527,090 Tax effect related to net share settlement of equity awards $ 2,706,307 - See accompanying notes to the consolidated financial statements. F- 8 NEONC TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements Note 1 – Description of Business and Liquidity NeOnc Technologies, Inc. (“NTI”) was incorporated on April 13, 2005, as a California corporation. On April 7, 2023, NTI merged into NeOnc Technologies Holdings, Inc. (“NTHI” and the combined entities “NeOnc” or the “Company”). NTHI was incorporated January 5, 2023, as a Delaware Corporation. On August 6, 2025, the Company incorporated NuroMENA Holdings Ltd. (“NuroMENA”), which is a wholly-owned subsidiary of NTHI established as part of the United Arab Emirates structure to oversee regional clinical operations, partnerships, and innovation in the Middle East and North Africa. NuroMENA was inactive for the year ended December 31, 2025. On August 18, 2025, the Company executed a Share Exchange Agreement with Dr. Ishwar K. Puri and Beth R. Levinson, acquiring 100% of the membership interests of JandB, which became a wholly-owned subsidiary of the Company. The 120,000 shares of common stock to be issued under the Share Exchange Agreement were not issued as of December 31, 2025. NeOnc is the developer of a novel molecular technology that provides enhanced targeted delivery of technologies for treating central nervous system diseases. The Company’s lead products include NEO100 and NEO212. NEO100 is in clinical trials treating glioblastoma and has Orphan Drug and Fast Track designation from the United States Food and Drug Administration (“FDA”). NEO212 is an oral chemical conjugate combining NEO100 with temozolomide, the current standard of care for glioblastoma, and has received FDA authorization to proceed with Phase 2a/2b clinical trials. The Company licensed the underlying technology from the University of Southern California. (“USC”). On October 11, 2024, the Company entered into an agreement with a broker dealer to serve as placement agent and provide broker services in connection with the proposed sale of common stock up to $ 10,000,000 . 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 .00 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. From January 1 to March 10, 2025, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $ 16.00 per share, for total commitments of $ 1,644,000 , On March 10, 2025, the Company’s registration statement was declared effective at which time the $ 11,644,000 in escrow was released to the Company. On March 26, 2025, the Company was listed (“Listing”) on the Nasdaq Global Market. Liquidity 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 December 31, 2025, the Company had cash totaling $ 58,729 . For the year ended December 31, 2025, the Company incurred a net loss of $ 62,146,210 , and has an accumulated deficit of $ 112,754,655 at December 31, 2025. The Company has financed its working capital requirements to date primarily through the sale of common stock, stockholder loans and related party bridge loans. In March 2026, the Company raised approximately $16 million from a private placement of its common stock (see Note 14). The Company does not have sufficient available capital to fund operations for a period of one year from the issuance date of these financial statements. Although the Company has established agreements with several potential funding sources (see Notes 8 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 one year from the issuance date of this Form 10-K. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is actively taking steps to mitigate the substantial doubt about the Company’s ability to continue as a going concern, including pursuing additional financing. If the Company is unable to obtain additional capital and continue as a going concern, it may have to further scale back operations or liquidate its assets and cease operations entirely, and the values received for assets in liquidation or dissolution could be significantly lower than the values reflected in these financial statements. Accordingly, these financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 9 Other risks and uncertainties The Company is subject to risks common to biopharmaceutical companies, including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, and the uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third-party suppliers and, in some cases, single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions where the Company may license or sell its products. There can be no assurance that the Company’s products will receive all required approvals or clearances. 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 – Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments consisting only of normal recurring adjustments of the Company, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2025 and 2024, and the results of operations, and cash flows for the years presented. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Principles of consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates In preparing the Company’s consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates reflected in these consolidated financial statements include, but are not limited to, the valuation of share-based compensation awards, the valuation of warrants, the completeness and accuracy of clinical and pre-clinical trial accruals, and the operating lease right-of-use (“ROU”) assets and operating lease liability. Actual results could differ from those estimates. Concentrations of Credit Risk and Off-Balance Sheet Risk The Company, from time to time during the period covered by these consolidated financial statements, may have cash balances deposited at major financial institutions exceeding the federally insured limit. The Company regularly monitors the financial condition of the institutions in which it has depository accounts and believes the risk of loss is minimal. The Company has not experienced any losses in such accounts. Cash and cash equivalents Cash and cash equivalents are comprised of deposits at major financial banking institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. As of December 31, 2025, and 2024, the Company has money market funds of approximately $ 2,000 and $ 25,000 , respectively. F- 10 Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “ Expenses of Offering ”. If planned offerings are terminated, the related capitalized deferred offering costs are written off. Offering costs consist principally of professional and registration fees incurred through December 31, 2024, that were related to the planned public offering of its securities. These costs had been capitalized upon the completion of the securities offering and were recorded as additional paid-in capital (see Note 8). At December 31, 2025, costs incurred in connection with the equity purchase agreement have been recorded as a reduction of additional paid-in capital (see Note 6). Debt issuance costs Debt issuance costs represent costs directly attributable to warrants issued for a line of credit commitment by a related party. 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 over the term of the commitment period, as no borrowings have occurred under the facility and an effective interest rate cannot be determined. Prior to the Company drawing on the line of credit, unamortized debt issuance costs are classified as a long-term other asset, consistent with ASC 835-30-45-3, which requires presentation of issuance costs related to unused credit facilities as an asset rather than as a deduction from a liability. Once the Company begins to draw funds under the facility, a pro-rata portion of the deferred issuance costs, based on the ratio of amounts borrowed to the total facility capacity, is reclassified as a contra-debt balance and subsequently amortized as an adjustment to interest expense over the remaining term of the borrowing. Intangible Assets Intangible assets acquired in an asset acquisition are initially recognized at their fair value on the acquisition date. Intangible assets which have not yet been placed in service are not amortized; rather, they are tested for impairment when events or circumstances exist that would make it more likely than not that an impairment exists. Impairment of Long-Lived Assets The Company evaluates all long-lived assets for impairment annually, or sooner if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value and is charged to expense in the period of impairment. During the years ended December 31, 2025 and 2024, no impairments have occurred. Warrants The Company evaluates the terms of warrants issued and determines if the instrument requires liability or equity accounting classification under ASC 815: Derivatives and Hedging and ASC 480: “ Distinguishing Liabilities from Equity ”. Leases ASC Topic 842, Leases, (“ASC 842”) requires a lessee to recognize a right-of-use (“ROU”) asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations as well as the reduction of the ROU asset. F- 11 Operating lease ROU assets and the related lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease ROU assets also include lease incentives and initial direct costs incurred. For operating leases, interest on the lease liability and the amortization of ROU asset result in straight-line rent expense over the lease term. Leases may include options to extend or terminate the lease which are included in the ROU operating lease assets and operating lease liability when they are reasonably certain of exercise. Non-lease components are paid separately from rent based on actual costs incurred. Therefore, these costs are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term. The Company has an operating lease. This lease is recorded as an operating lease and has recognized, right of use (ROU) assets and operating lease liabilities on the accompanying consolidated balance sheets. Fair value measurements FASB ASC Topic 820, “ Fair Value Measurements and Disclosures ” (“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, representing the assumptions the buyer and seller use in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that the buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. 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 notes payable – related party was reported at fair value (Level 3) as the Company elected the fair value option for such a note (see Note 4) prior to its extinguishment. The carrying value of the Company’s accounts payable and accounts payable – related parties approximates its fair value because of the short-term nature of these consolidated financial instruments. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment. ● Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means. ● Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement. Revenue The Company recognized point-in-time revenue of $ 39,990 and $ 83,000 for the years ended December 31, 2025 and 2024, respectively, for the right to try its technology in compassion use cases where the Company has no further performance obligations. Research and development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third-party contractors performing research, conducting clinical trials, and manufacturing drug supplies and materials. Based on the timing of payments to service providers, the Company may also record prepaid expenses for those service providers that will be recognized as expenses in future periods as the related services are rendered. Research and development costs may be offset by research grants and research and development refundable tax rebates received by the Company. F- 12 Patent costs All patent-related costs incurred in filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as legal and professional expenses in the accompanying consolidated statements of operations. Accounting for Government Grants Grant Income The Company generates grant income through grants from government organizations. Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. The income from NIH grants are based upon subcontractor costs and internal costs incurred that are specifically covered by the grants, plus a facilities and administrative rate that provides funding for overhead expenses. Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Aging (“NIA”) a division of the National Institutes of Health (“NIH”) and are carried at their estimated collectible amounts. The amounts were billed in the month subsequent to period end and collected shortly thereafter. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Grant receivables are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Share-based compensation The Company has granted stock options and common stock to employees, non-employee consultants and non-employee members of our Board of Directors. The Company measures the compensation cost associated with all share-based payments based on the grant date fair values. Compensation costs associated with grants of common stock are measured at fair value at the date of grant, which has historically been the most recent price paid by investors to purchase shares of the Company’s common stock prior to such grant. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of each award, which generally equals the vesting period for awards that contain only service conditions. If the stock grant is contingent upon events that have not yet happened, then the grant is not considered issued. If an award holder leaves the company prior to vesting, and adjustment of the compensation expense will be made to reflect only those awards that vested. 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 was not recognized prior to 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. For time based vested RSU’s, the expense will be recognized on a straight-line basis from the grant date to the last vesting date. The expense recognized will include the expense from the date of the grant over the total vesting period and reflect the portion attributable to the service provided prior to the listing. For performance based RSU’s, the Company will determine the probability of the contingency being met each quarter end based upon an assessment of progress made under such performance criteria. F- 13 Net loss per share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common stock outstanding during the period. For years 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 year ended December 31, 2025 there are potentially dilutive securities outstanding of 2,171,391 unvested potentially dilutive restricted stock units and 150,000 warrants, which are not included in the diluted net loss per share calculation since their effect is anti-dilutive. For the year ended December 31, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units since the probably of such restricted stock units vesting was zero. Income taxes 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 years ended December 31, 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. The Company evaluates deferred income taxes quarterly to determine if valuation allowances are required by considering available evidence. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an increase in the Company’s effective tax rate and an adverse impact on operating results. 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 December 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 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. The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions. The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it is less than 50% likely to be sustained. Uncertain tax positions are recognized in the first subsequent financial reporting period in which that threshold is met or from changes in circumstances such as the expiration of applicable statutes of limitations. The Company will recognize interest and penalties related to tax positions in income tax expense. Segment Reporting The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures .” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”). The Company operates in a single segment – biotechnology research. F- 14 Reclassifications Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income as previously reported. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (DISE) , which specifies additional disclosure requirements. The new guidance requires additional disclosures, including the composition of certain income expense line items (such as purchases of inventory, employee compensation, and “other expenses”) and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. As an emerging growth company that has elected the extended transition period, ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted during the year ended December 31, 2025 that had a material effect on the Company’s consolidated financial statements. Note 3 – Intangible asset – Patent In October 2025, the Company paid $500,000 directly to McMaster University pursuant to a Patent Purchase Agreement, and the Patent was formally assigned effective October 8, 2025. The acquisition was evaluated and determined to be an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in the single identifiable asset. No other assets, liabilities, employees, or facilities were acquired in connection with this agreement. The Patent is recorded at $500,000, representing the total cash consideration paid to McMaster University, and is included in intangible assets in the accompanying consolidated balance sheets. The Company intends to allocate human capital to further develop and commercialize the Patent. F- 15 Note 4 – Related Party Transactions 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 entity owned and controlled by Amir Heshmatpour, the Company’s Executive Chairman and Chief Executive Officer, 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. On July 12, 2024, the Company amended the AFH advisory agreement section to allow for an upfront payment on the Listing Date of $ 2,500,000 and the remaining amount of the fee to be paid in equal monthly installments for one year. AFH was paid a fee of $ 500,000 as consideration for entering into the amendment, which is included in advisory fees in the accompanying consolidated statements of operations. On March 26, 2025, and as a result of the listing of the Company on Nasdaq, the Company incurred $ 11,328,565 for the fee earned in accordance with the AFH advisory agreement which was recorded as advisory fee expense in the accompanying consolidated statements of operations. In accordance with the amendment, the Company paid $ 2,500,000 of such fee on March 26, 2025, and paid an additional $ 7,071,424 in the monthly installments from April through December 2025. As of December 31, 2025, the remaining outstanding accrued advisory fee totaled $ 1,757,141 recorded on the consolidated balance sheets within accrued advisory fee – related party. The remaining balance was paid in January 2026. In addition to the advisory fee, reimbursable expenses of $ 351,302 are payable to AFH as of December 31, 2025, which is included on the consolidated balance sheets 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. Transactions with USC Dr. Thomas Chen, the Company’s founder, Chief Medical Officer, and Chief Scientific Officer, is a tenured Professor of Neurosurgery and Pathology and the Director of Surgical Neuro-Oncology at USC. The Company maintains a license agreement with USC, under which the Company will pay USC an annual patent maintenance fee of $ 20,000 and nonrefundable earned royalties of 4 % on Net Sales (as defined in the Amended Agreement) of Licensed Products covered by the licensed patents in all countries in which the manufacture, use, sale, offer for sale, or import of such Licensed Products, as such capitalized terms are defined in the Amended Agreement. To date, no sales have been made using Licensed Products, and no royalties are due to USC. In addition, the Company will assume responsibility for patent-related costs. The Company also utilizes laboratory and patent maintenance services from USC. The Company incurred $ 255,164 and 556,562 of expenses related to such services for the years ended December 31, 2025 and 2024, respectively, of which $ 164,449 and $ 460,559 are recorded within research and development expenses and $ 90,715 and $ 96,003 are recorded within general administrative expenses on the consolidated statements of operations. At December 31, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 644,784 and $ 628,277 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 $ 255,099 and $ 734,874 as December 31, 2025 and December 31, 2024, respectively. There is no specified timetable for payment of such amounts. F- 16 Note 5 – Related Party Loans Payable Bridge Loan In April 2023, the Company entered into a non-interest bearing, non-convertible promissory note with HCWG LLC (the “Bridge Loan”). HCWG is an entity controlled by the CEO and Chairman of our Board of Directors. Borrowings under the Bridge Loan carry a 50% (or 1 times cash amounts borrowed) original issue discount (“OID”) on principal and through subsequent amendments the maximum cash borrowing was increased to $ 10,000,000 . The outstanding amounts under this Bridge Loan were payable at the earlier of the date the Company completes an IPO or December 4, 2024 (the “Maturity Date”). 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. Through June 14, 2024, the Company had received under the Bridge Loan an aggregate of $ 7,116,335 . The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated. Accretion of the OID for year ended December 31, 2024, amounted to $ 2,557,055 , which is included in interest expense in the accompanying consolidated statements of operations. Schedule of convertible debt For the Year Ended December 31, 2024 Bridge loan – carrying value Balance – January 1, 2024 $ 9,802,697 Borrowings 1,368,421 OID 1,368,421 Repayments ( 791,077 ) Total principal outstanding before conversion 11,748,462 Conversion to common stock (June, 14, 2024) ( 11,748,462 ) Principal outstanding – December 31, 2024 $ - The Company has a receivable due from HCWG LLC totaling $ 138,247 which is recorded within prepaid expenses and other current assets on the consolidated balance sheets at December 31, 2025 and 2024, respectively. Advances from Executive Chairman of the Board and CEO In February 2025, our Executive Chairman and CEO advanced the Company approximately $ 300,000 . The advances carry a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on the principal. On March 10, 2025, the outstanding balance of $ 600,00 was repaid. Interest expense in the amount of $ 300,000 is included in the consolidated statements of operations as interest expense for the year ended December 31, 2025. F- 17 Note 6 – Convertible Debt On July 16 and July 18, 2025, the Company entered into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $ 4,000,000 (the “Notes”). The Notes are payable three months from the date of issuance, with an aggregate face value of $ 5,000,000 , reflecting a 20% original issue discount (“OID”). The Company has the option to extend the maturity date for up to three additional one-month periods. In the event of any such extension, the OID shall increase to 25%, 30%, and 35% for the first, second, and third extension periods, respectively. Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible at the option of the holders 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. The Company also recorded debt issuance cost of $ 320,000 to be amortized as interest expense over the term of the loan. In accordance with ASU 2020-06, the Company accounts for the convertible notes as a single liability instrument. The notes are recorded at amortized cost, and interest expense is recognized using the effective interest method. During the year ended December 31, 2025, the Company exercised the first three available extensions, thereby increasing the OID to 35%. Subsequent to December 31, 2025, the Company exercised an additional extension of one month which increased the OID rate to 40%. In March 2026, the Company repaid the full outstanding balance of $6,666,666 upon maturity – See Note 15. The following table summarizes the Company’s outstanding Notes as of December 31, 2025: Schedule of convertible debt As of December 31, 2025 Purchase price of convertible promissory notes $ 4,000,000 Accretion of original issuance discount $ 2,153,846 Less: unamortized original issuance discount ( 201,780 ) Net convertible promissory note $ 5,952,066 For the year ended December 31, 2025, the Company incurred total interest expense of $ 2,243,066 related to the convertible promissory notes, which consists of $ 1,952,066 from the accretion of OID and $ 309,000 from the amortization of debt issuance costs. Note 7 – Leases The Company has operating lease for its office facilities and has no financing leases. On February 1, 2024, the Company entered a 24-month lease for office space, which calls for a monthly base rent of $ 25,000 , increasing at 3 % per annum. 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. The lease liability was computed using an interest rate of 13.49 % . In April 2025, the Company entered into a 63-month lease for office space which calls for a monthly base rent of $ 6,778 , increasing at approximately 3 % per annum. The lease liability was computed using an interest rate of 3.72 % and as of December 31, 2025 the lease has a remaining 54 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. Upon commencement of the lease, the Company recognized a right-of-use asset and corresponding operating lease liability of $ 412,129 , which is reflected as a non-cash activity in the supplemental disclosure of non-cash activities in the accompanying consolidated statements of cash flows. F- 18 As of December 31, 2025 and 2024, the Company reported a right-of-use asset of $ 361,045 and $ 23,526 , respectively, and a lease liability of $ 361,813 and $ 24,722 , respectively. The Company recorded lease expense of $ 65,614 and $ 245,944 during the years ended December 31, 2025 and 2024, respectively, within general and administrative expenses on the consolidated statements of operations. There were no short-term or variable lease costs during the years ended December 31, 2025 and 2024. Cash paid for amounts included in the measurement of lease liability amounted to $ 61,004 and $ 275,000 during the years ended December 31, 2025 and 2024, respectively. The following are the expected maturities of lease liabilities for operating leases as of December 31, 2025: Schedule of lease liabilities for operating leases Years Ended December 31, 2026 $ 83,137 2027 85,663 2028 88,231 2029 90,928 Thereafter 44,945 Total 392,904 Less: interest ( 31,091 ) Present value of lease liability 361,813 Less: current portion ( 71,131 ) Noncurrent portion $ 290,682 Note 8 – Common and Preferred Stock NTHI is authorized to issue 100,000,000 shares of common stock, par value $ 0.0001 per share and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. As of December 31, 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 year ended December 31, 2025, the Company sold 727,750 shares of common stock at a price of $ 16.00 per share for gross proceeds of $ 11,644,005 pursuant to a private placement of its securities, issued additional 111,732 shares of common stock for private placement, 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 issued 671,412 shares from the sale of shares under the equity line of credit, and the release of 1,870,844 (net of shares withheld for tax liabilities) restricted stock units. As of December 31, 2025, the Company had no instruments that required classification as a derivative liability. Accordingly, no derivative liability was recognized in the accompanying balance sheets. Private Placement On October 11, 2024, the Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (“Broker”) to serve as placement agent and provide broker services in connection with the possible sale of common stock up to $10 million. If a sale is made between the Company and any institutional or individual third-party funding source introduced by the placement agent, the Company will pay a placement fee of 8% of the gross proceeds. In addition, the company agrees to pay; (a) 1.0% of the gross proceeds for non-accountable expenses; 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 increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee. This agreement expired in July 2025. F- 19 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. During the three months ended March 31, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $ 16 per share, for total commitments of $ 1,644,005 , also to be held in escrow until the Company’s registration statement was declared effective. On March 25, 2025, the Company’s registration statement was declared effective at which time the $ 11,644,005 in escrow was released to the Company. 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 in the consolidated statements of changes in stockholders’ deficit as of December 31, 2025. Advisory Services On October 3, 2024, as amended on January 23, 2025, the Company entered into an agreement with Broker, for financial advisory and investment banking services in connection with a direct listing of the Company’s common stock on the Nasdaq Global Market or other major US market. The agreement provides for a one-time fee of $250,000 payable three days after the direct listing and the issuance of 30,000 shares of common stock (which are restricted until the shares are registered by filing a resale S-1 within 30 days after the effective date of the direct listing). In addition, the Company agreed to pay up to $ 100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party electronic road show service. Such fees were included in accounts payable and deferred offering costs in the accompanying consolidated balance sheets as of December 31, 2024. 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 consolidated statements of operations for the year ended December 31, 2025. 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. This agreement expired in July 2025. Equity Purchase Agreement On October 22, 2024, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, LP (“Mast Hill”) pursuant to which the Company may sell and issue to Mast Hill, and the investor may purchase from the Company, up to $50,000,000 of Company’s common stock. Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Mast Hill, by its delivery to the Mast Hill of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 150% of the average trading volume of the Company’s common stock during the five trading days immediately preceding the Put Date. The actual amount of proceeds the Company receives pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price. The purchase price for each of the Put Shares equals 95% of the Market Price, (as defined below) less the Clearing Costs (as defined below). Market Price is the lowest volume weighted average prices of the Company’s common stock on its principal market on any trading day during the Valuation Period (as defined below). The Valuation Period is the five trading days immediately following the date on which Mast Hill receives the Put Shares in its brokerage account. Clearing Costs are all the fees incurred by Mast Hill with respect to its brokerage firm, clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares. F- 20 The term of the Equity Purchase Agreement commenced 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. For the year ended December 31, 2025, the Company sold 671,412 shares of common stock at $ 3.73 – $ 9.53 per share under the Equity Purchase Agreement, resulting in net proceeds of $4,833,410. Since the shares were purchased at a discount as a result of the five-day settlement period, the settlement feature is considered a derivative liability. The fair value of the derivative approximates the loss on the settlement of such shares or $ 689,543 which was recognized in the consolidated statement of operations for the year ended December 31, 2025. In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill in March 2025. The fair value of the shares issued was determined by using the closing day price of $ 12.11 per share, resulting in a total value of $ 193,760 , which has been recorded as additional paid-in capital in the consolidated balance sheets. As proceeds are received under the Equity Purchase Agreement, the related offering costs are reclassified as a reduction of additional paid-in capital. Note 9 – Stock-Based Compensation 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 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) 486,666 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, management has determined that 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 December 31, 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. These RSUs vest 100% seven months from the date the Company lists on a national exchange. On March 26, 2025, 150,000 RSUs were granted to the three board members, in the amount of 50,000 each. These RSUs vest 100% seven months from the date the Company lists on a national exchange. Prior to March 26, 2025, the Company determined that no expense should be recognized for the RSUs since the contingency related to the commencement of vesting (i.e., the listing) of the RSUs had not been met. On March 26, 2025, the listing occurred, satisfying the contingency required for vesting to begin and defining the service period. F- 21 On June 1, 2025, 300,000 RSUs were forfeited resulting in a reversal of $ 1,329,062 of shared based compensation during the year ended December 31, 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 66,666 RUS’s vest thirty-six months from the date certain performance metrics are achieved. On September 24 and 25, 2025, 50,000 RSUs were granted to the five board members or advisors; of which 25,000 RSUs were vested immediately, remaining vest evenly over ten months after two-month delay. On November 6, 2025, 1,200,000 RSUs were granted to the CEO, 15,000 to the Chair of the Scientific Advisory Board, and 70,000 to an employee of the Company. 600,000 of the RSUs issued to the CEO will vest January 2, 2026 and the remaining vest evenly over twelve months commencing January 2, 2026. Of the 85,000 RSU issued to the advisors, 42,500 will vest immediately and the remaining vest evenly over ten months commencing January 2026. As of December 31, 2025, 419,500 RSU’s remain unissued in the 2023 Plan. The Company determined the fair value of all the RSUs issued during the years ended December 31, 2025 and 2024 to be $ 16,522,849 and $ 31,920,000 , respectively, 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 on the date of issuance of the RSU’s granted after the Listing Date. For the years ended December 31, 2025 and 2024, the company recognized $ 35,555,059 and $ 0 , respectively, of stock-based compensation expense included in the consolidated statements of operations. As of December 31, 2025, there was unamortized stock-based compensation of approximately $ 12,887,790 which the Company expects to recognize over approximately 2.5 years. The activity related to RSUs is summarized as follows: Schedule of restricted stock units activity Restricted Stock Units Issued RSUs Granted Weighted Average Grant Date Fair Value Restricted stock units at December 31, 2023 - Granted 3,060,000 $ 12.39 Cancelled ( 100,000 ) $ 12.00 Forfeited - Restricted stock units at December 31, 2024 2,960,000 Granted 1,685,000 $ 9.82 Cancelled - $ 12.00 Forfeited ( 300,000 ) $ 12.00 Restricted stock units at December 31, 2025 4,345,000 F- 22 Vesting Activity of Restricted Stock Units RSUs Weighted Average Grant Date Fair Value Unvested at January 1, 2024 - Granted 3,060,000 $ 12.39 Cancelled ( 100,000 ) $ 12.00 Vested - Unvested at December 31, 2024 2,960,000 Granted 1,685,000 $ 9.82 Forfeited ( 300,000 ) $ 12.00 Vested ( 2,173,610 ) $ 11.95 Unvested at December 31, 2025 2,171,390 During 2025, the Company withheld 302,766 shares of common stock from recipients as their RSU’s vest in order to cover their tax liabilities associated with such vesting event. The fair value of the shares withheld at the vesting date of $ 2,706,307 is reflected as a treasury stock transaction. As of December 31, 2025, the Company has not remitted the income taxes on behalf of the recipients, and therefore $ 2,706,307 in included in accrued expenses in the accompanying consolidated balance sheets at December 31, 2025. 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 the unpaid principal is due on October 12, 2027. No amounts have been borrowed under the facility through December 31, 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. These warrants expire on October 23, 2029 . As of December 31, 2024, there were 312,500 warrants issued, outstanding and fully vested. In March 2025, 162,500 warrants were exercised in a cashless exercise, resulting in the issuance of 162,500 shares of common stock. At December 31, 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: ● Fair value of common stock: $ 12.00 ● Expected volatility: 86 % ● Risk-free interest rate: 4.82 % ● Expected Term: 2.5 years F- 23 The fair value of warrants at inception was $ 2,015,413 , which was recorded as additional paid-in capital on the consolidated statements of changes in stockholders’ deficit for the year ended December 31, 2024, and as debt issuance costs on the consolidated balance sheets. The debt issuance costs are being amortized over the term of the line of credit and amounted to $ 671,804 and $ 145,097 for the years ended December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, unamortized debt issuance costs total $ 1,198,505 and $ 1,870,316 , respectively, which will be amortized through October 2027. Litigation 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 liability has been incurred, and the amount of the assessment can be reasonably estimated. As of December 31, 2025 and 2024, the Company had no liabilities recorded for loss contingencies, except as below. License Agreement – Orient EuroPharma Co., Ltd. On November 8, 2013, the Company entered into a collaboration agreement (“Agreement”) with Orient EuroPharma Co., Ltd. (“OEP”), pursuant to which the parties will develop certain licensed products defined in the Agreement. NeOnc will license OEP the right to commercialize the Company’s drug NEO100, a highly purified form of perillyl alcoho l (“Licensed Product”), in the territories specified in the license agreement (“Territory”). In 2023, the Company sent notice to OEP indicating their intent to terminate the Agreement with OEP, after which OEP threatened litigation. 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 settlement agreement provides for interest accruing on the unpaid balance. The Company has a litigation settlement payable of $ 4,170,000 and $ 4,000,000 in the accompanying consolidated balance sheets as of December 31, 2025 and 2024, respectively. As of the date of this filing, the Company has not paid the litigation settlement amount. Other Litigation On June 6, 2023, a vendor filed a complaint against the Company for breach of contract in the Central District of California. The vendor alleged that the Company improperly terminated an Intellectual Property License and Supply Agreement (“IPLSA”) and that the Company also defrauded the vendor in connection with IPLSA. 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 consolidated balance sheets at December 31, 2025 and 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 $41,250 and $85,809 of interest expense is recognized in the accompanying consolidated statements of operations during the years ended December 31, 2025 and 2024, respectively. At December 31, 2025 and December 31, 2024, an aggregate of approximately $ 122,059 and $ 41,250 of accrued interest is included in litigation settlement payable in the accompanying consolidated balance sheet. F- 24 Note 11 – Grants In August 2025, the Company was awarded a grant totaling $ 400,000 in gross proceeds from the National Institutes of Health (NIH). The grant is structured pursuant to the NIH Small Business Technology Transfer (STTR) program, which requires collaboration with a research institution, whereby 40% of the grant funds, or $ 160,000 , net of subcontractor costs, is allocated to the Company and 60% is allocated to the Company’s academic research collaborator at USC. The Company’s portion of the grant proceeds is recognized as allowable expenses are incurred and reimbursed by the NIH. For the year ended December 31, 2025 the Company incurred $ 42,083 of allowable expenses under the NIH grant. In September 2025, the Company was awarded a grant totaling approximately $ 1,007,000 in gross proceeds from the NIH. The grant is structured pursuant to the NIH STTR program, which requires collaboration with a research institution, whereby approximately 24% of the grant funds, or approximately $ 245,000 , net of subcontractor costs, is allocated to the Company and the remainder is allocated to the Company’s academic research collaborator at USC. The Company’s portion of the grant proceeds is recognized as allowable expenses are incurred and reimbursed by the NIH. For the year ended December 31, 2025, the Company incurred $ 29,164 of allowable expenses under the NIH grant. For the year ended December 31, 2025, the Company recognized $ 71,247 of grant income which is included in interest and other income in the accompanying consolidated statements of operations. The Company also included such amount as an accounts receivable at December 31, 2025, and is included in prepaid and other current assets in the accompanying consolidated balance sheets. Note 12 – Income Taxes The Company has no significant current income taxes due because of the losses generated each year. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and those used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, the Company recorded a valuation allowance to fully offset the gross deferred tax asset because it is not “more likely than not” that the Company will realize future benefits associated with these deferred tax assets at December 31, 2025 and 2024. The valuation allowance increased by approximately $ 2,700,000 and $ 4,200,000 for the years ended December 31, 2025 and 2024, respectively. The difference between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations is attributable to a full valuation allowance recorded in all periods since inception. The provision for income taxes for the taxable years ended December 31, 2025 and 2024 differs from the statutory federal income tax rate for the years ended December 31, 2025 and 2024 as follows: Schedule of federal income tax rate 2025 2024 Tax benefit at the federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.0 % 7.0 % Permanent differences - % 9.0 % Change in valuation allowance ( 28.0 )% ( 37.0 )% Effective income tax rate 0.0 % 0.0 % F- 25 Significant components of the Company’s deferred tax assets at December 31, 2025 and 2024 are as follows: Schedule of deferred tax assets 2025 2024 Deferred tax assets: Net operating losses $ 21,470,858 $ 8,369,543 Share based compensation 6,883,290 2,405,371 Interest expense 582,708 87,260 Deferred research and development costs - 1,230,953 Accrued wages 71,428 205,765 Accrued litigation costs 1,369,777 1,299,550 Accrued advisory fees 428,248 - Deferred revenue and other 37,940 37,940 Total deferred tax assets 30,844,248 13,636,382 Valuation allowances ( 30,844,248 ) ( 13,636,382 ) Deferred tax assets, net of valuation allowance - - At December 31, 2025 and 2024, the Company had Federal net operating loss carryforwards of approximately $ 46,800,000 and $ 29,800,000 which will begin to expire in 2035. Of the total Federal net operating losses, the amounts incurred after 2017 of approximately $ 22,800,000 will carry forward indefinitely. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any year may be limited. Although the Company has not undertaken a formal analysis, it is likely that such an ownership change occurred prior to 2020. The years 2021 through 2024 are subject to examination by taxing authorities. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2025 or 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process for the taxable years that ended December 31, 2025 and 2024. No tax related interest or penalties were incurred during the years ended December 31, 2025 and 2024. F- 26 Note 13 – Segment Reporting The Company manages its business activities on a consolidated basis and operates as a single operating segment: Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 1 – Summary of Significant Accounting Policies. Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, Amir Heshmatpour. The CODM uses net loss, as reported on our consolidated statement of operations, in evaluating the performance of the biotechnology segment and determining how to allocate resources of the Company as a whole, including investing in our research and development programs and acquisition/licensing strategy. 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, which is regularly provided to the CODM, breaks down the research and development costs for the years ended December 31, 2025 and 2024, respectively. Schedule of segment reporting 2025 2024 Revenues $ 39,990 $ 83,000 Significant and other segment expenses: Research and development expenses: NEO100 1,179,758 1,146,766 NEO100-02 391,171 320,987 NEO212 979,406 870,614 Pediatric 237,144 191,593 Laboratory 198,177 461,401 Other 652,601 53,878 Total research and development expense 3,638,257 3,045,239 Advisory fee 11,787,806 500,000 Legal and accounting 2,481,413 2,000,623 Employee compensation 686,498 686,131 Amortization 1,110,484 391,041 Investor relations 1,144,293 200,540 Share based compensation 35,555,059 - Other general and administrative 2,987,110 842,256 Interest expense – related parties’ loans in 2024 2,504,567 2,557,056 Loss on extinguishment of Bridge loan – related party - 2,069,923 Loss on change in fair value of derivative liability related to sales of common stock through equity line of credit 689,543 - Interest and other income ( 398,830 ) ( 16,133 ) Net loss $ ( 62,146,210 ) $ ( 11,898,464 ) F- 27 Note 14 – Subsequent Events Subsequent to the balance sheet date and through the date the consolidated financial statements were issued, the Company evaluated subsequent events for disclosure and determined that the following events required disclosure. The subsequent events described below, including the completion of the PIPE financing, do not change the Company’s going concern conclusion for the next twelve months from the filing of this Form 10-K. On January 29, 2026, the Company entered into a Securities Purchase Agreement (the “Agreement”) to issue and sell up to 2,222,222 shares (the “Shares”) of common stock, $ 0.0001 par value per share of the Company (the “Common Stock”) at a per Share purchase price of $ 7.20 and five-year warrants to purchase up to 2,222,222 shares of Common Stock at a per share exercise price of $ 9.00 (the “Warrants” and together with the Shares the “Securities”). The initial closing further to the Agreement consisted of the issuance of 1,388,888 Shares and Warrants to purchase 1,388,888 shares of Common Stock to a single institutional investor at a purchase price of $10 million. The subsequent closing further to the Agreement consisted of the issuance of 86,361 Shares and Warrants to purchase 86,361 shares of Common Stock to three investors at an aggregate purchase price of $621,804.11. The offering of Securities further to the Agreement terminated on January 31, 2026 . Additionally, on February 24, 2026, the Company entered into a second Securities Purchase Agreement to issue and sell up to the remaining 746,973 Shares at the same per Share purchase price of $ 7.20 and Warrants to purchase up to 746,973 shares of Common Stock at the same per share exercise price of $ 9.00 . The initial closing further to this second Securities Purchase Agreement took place on February 25, 2026, and consisted of the issuance of an aggregate of 201,390 Shares and Warrants to purchase 201,390 shares of Common Stock to four investors at a combined purchase price of $1,450,004. The offering of Securities further to the second Securities Purchase Agreement terminated on February 28, 2026 . On March 20, 2026, the Company entered into a third Securities Purchase Agreement to issue and sell up to the remaining 545,583 Shares at the same per Share purchase price of $ 7.20 and Warrants to purchase up to 545,583 shares of Common Stock at the same per share exercise price of $ 9.00 . The initial closing further to this third Securities Purchase Agreement took place on March 20, 2026, and consisted of the issuance of an aggregate of 138,889 Shares and Warrants to purchase 138,889 shares of Common Stock to one investor at a purchase price of $1,000,000. This third Securities Purchase Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties and the offering of Securities further to the third Securities Purchase Agreement terminates on April 30, 2026 . The Company used a portion of the proceeds from the PIPE financing to strengthen its balance sheet and settle certain outstanding obligations. Specifically: ● The Company paid in full the outstanding advisory fee balance owed to AFH Holdings, thereby satisfying all amounts due under the advisory agreement. ● The Company paid in full the litigation settlement obligation with Fox Infused in the amount of $ 737,929 .77, extinguishing the remaining liability associated with that settlement. ● The Company paid in full the outstanding balance of $ 6,666,666 related to the Company’s short-term convertible debt, which originated as an Original Issue Discount (“OID”) loan, thereby eliminating the associated debt obligation. In connection with this financing, the Company agreed to pay Amir Heshmatpour a bonus of $ 900,000 , said amount to be paid in 6 equal installments of $150,000 commencing March 1, 2026. In March 2026, the Company granted 170,000 RSUs to David Choi, Chief Accounting Officer. F- 28 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.