What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 440 added, 474 removed, 209 unchanged (81% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets

Cash and cash equivalents

Deferred offering costs current

Deferred offering costs

Debt issuance costs – current

Prepaid expenses and other

Prepaid expenses and other current assets

Prepaid expenses – related parties

Total Current Assets

2 unchanged sentences

Right of use asset – operating lease

Liabilities and Shareholders’ Deficit

Intangible assets, net

Liabilities and Stockholders’ Deficit

Current Liabilities

Accounts payable and accrued expenses

Accounts payable

Accounts payable – related parties

Accrued advisory fee – related party

Accrued expenses – related parties

Accrued restricted stock tax withholdings obligations

Accrued expenses and other current liabilities

Litigation settlement payable

Convertible promissory notes, net of discount

Accrued compensation

Lease liability, current

4 unchanged sentences

Commitments and contingencies

Shareholders’ Deficit:

Stockholders’ Deficit:

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

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

no shares were issued and outstanding as of March 31, 2026 and December 31, 2025

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

19,474,303 and 18,090,526 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

24,825,211 and 21,990,688 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Treasury stock, 696,970 shares and 302,766 shares of common stock at March 31, 2026 and December 31, 2025, respectively

Additional paid in capital

Accumulated deficit

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

( 121,574,587

( 112,754,655

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating Expenses:

2 unchanged sentences

General and administrative

Share based compensation

Advisory fees

Stock based compensation

Advisory fees – related parties

Total Operating Expenses

1 unchanged sentence

Other Income (Expense):

Interest and other income

Amortization of debt issuance, and deferred offering costs

Interest expense - related parties

Loss on extinguishment of Bridge loan - related party

Loss on change in fair value of derivative liability related to sales of common stock through equity line of credit

Interest income

Amortization of debt issuance

Interest expense

Other expense

Gain on change in fair value of derivative liability

Loss per share:

Net loss per share - basic and diluted

average number of common stock outstanding during the period - basic and diluted

See accompanying notes to the condensed consolidated financial statements.

NEONC TECHNOLOGIES HOLDINGS, INC.

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

Three and Nine Months Ended September 30, 2024

Shareholders’

Balance - January 1, 2024

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

Sale of common stock, net of offering costs

Common stock issued for settlement of vendor payable

Common stock issued for note payable conversion

- September 30, 2024

Weighted average number of common stock outstanding during the period - basic and diluted

See accompanying notes to the condensed consolidated financial statements.

NEONC TECHNOLOGIES HOLDINGS, INC.

Condensed Consolidated Statements of Changes in

Shareholders’ Deficit (Unaudited)

Three and Nine Months Ended September 30, 2025

Shareholders’

Balance - January 1, 2025

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

Three Months Ended March 31, 2025

Stockholders’

Balance as of December 31, 2024

Sale of common stock, net of offering costs

1 unchanged sentence

Cashless exercise of warrants

Share based compensation, as

Balance - March 31, 2025

Share based compensation

Balance - June 30, 2025

Share based compensation

Proceeds from sale of common stock pursuant to equity line of credit

( 8,615,920 )

Balance - September 30, 2025

Stock based compensation

Balance as of March 31, 2025

See accompanying notes to the condensed consolidated financial statements.

NEONC TECHNOLOGIES HOLDINGS, INC.

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

Three Months Ended March 31, 2026

Stockholders’

Balance as of December 31, 2025

( 112,754,655

Common stock issued for advisory services

Restricted share grants released from restrictions

Common stock issued for equity line of credit

Common stock issued for private placement

Warrants issued for private placement

Stock based compensation

Tax effect related to net share settlement of equity awards

Balance as of March 31, 2026

( 121,574,587

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

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

Accretion of original issue discount on bridge loans - related party

Accretion of original issue discount on convertible promissory note

Write off deferred issuance costs

Share based compensation - restricted stock

Loss on extinguishment of bridge loan

Loss on change in fair value of derivative liability

Amortization of debt issuance costs and deferred offering costs

Amortization of intangible asset - patent

Amortization of right of use asset

Stock based compensation - restricted stock

Gain on change in fair value of derivative liability

Amortization of debt issuance costs

Changes in operating assets and liabilities:

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Accounts payable

and accounts payable - related parties and accrued expenses

Accounts payable and accrued expense – related parties

Accrued expense

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from the sale of common stock

Proceeds from the sale of common stock, net of costs

Proceeds from issuance of common stock and warrants – PIPE financing

Proceeds from related party loan

Repayment of related party loan

Deferred offering costs

Repayment of OID loan

Proceeds from sale of common stock pursuant to equity purchase agreement

Proceeds from convertible notes payable

Net cash provided by financing activities

2 unchanged sentences

Cash and cash equivalents - end of period

Supplemental cash flow disclosures:

Interest paid on OID loan payment

Interest paid on litigation settlement payment

Supplemental disclosure of non-cash financing activities:

Original issue discount on bridge loan - related party

Right of use asset, at lease commencement

Financed insurance premiums

Share issued in connection with advisory services

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

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

See accompanying notes to the condensed consolidated financial statements.

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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 through March 31, 2026.

On August 18, 2025, the Company executed a Share Exchange Agreement with Dr.

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 March 31, 2026.

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 product, NEO100 is in clinical trials treating glioblastoma, and has Orphan Drug and Fast Track designation from the United States Food and Drug Administration (“FDA”).

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.

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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.

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 .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, the Company was listed (“Listing”) on the NASDAQ global markets.

From January 1 to March 10, 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.

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 September 30, 2025, the Company had cash totaling $ 1,513,224 .

For the three and nine months ended September 30, 2025, the Company incurred a net loss of $ 8,615,920 and $ 46,622,106 , respectively, and has an accumulated deficit of $ 97,230,551 at September 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.

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.

At March 31, 2026, the Company had cash totaling $ 138,601 .

For the three months ended March 31, 2026, the Company incurred a net loss of $ 8,819,932 , and the Company had an accumulated deficit of $ 121,574,587 at March 31, 2026.

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 January 2026, the Company entered into a series of related Securities Purchase Agreements providing for the issuance of up to an aggregate of 2,222,222 shares of common stock and warrants to purchase up to 2,222,222 shares of common stock for gross proceeds of approximately $ 16 million.

As of March 31, 2026, the Company had completed closings under these agreements for an aggregate of 1,815,528 shares of common stock and warrants to purchase 1,815,528 shares of common stock, resulting in gross proceeds of approximately $ 13.1 million (see Note 7).

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-Q.

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.

Other risks and uncertainties

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Basis of presentation

The unaudited condensed consolidated financial statements

contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the

Certain information and note disclosures normally included in annual financial statements prepared in accordance

with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company

believes that the disclosures made are adequate to make the information not misleading.

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

The information as of September 30, 2025, and for the three and nine months ended September 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.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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 March 31, 2026 and December 31, 2025, and the results of operations and cash flows for the three months ended March 31, 2026 and 2025.

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”).

The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

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, 2026, and for the three months ended March 31, 2026 and 2025, is unaudited, whereas the condensed consolidated balance sheet as of December 31, 2025, is derived from the Company’s audited 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

Principles of consolidation

The accompanying condensed consolidated financial statements and related notes to the condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

The accompanying condensed consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

In preparing the Company’s 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

In preparing the Company’s condensed 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 stock-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 condensed 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

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.

At September 30, 2025 and December 31, 2024, the Company has money market funds in the amount of approximately $ 12,000 and $ 25,000 , respectively.

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 March 31, 2026 and December 31, 2025, the Company had money market funds of approximately $ 90,000 and $ 2,000 , respectively.

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 ”.

Offering costs consist principally of professional and registration fees incurred through the condensed consolidated balance sheet dated December 31, 2024 that are related to the planned public offering of its securities (See Note 3).

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

At September 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).

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 and upon the completion of the securities offering were recorded as additional paid-in capital (see Note 8).

At March 31, 2026, costs incurred in connection with the equity purchase agreement have been charged against additional paid-in capital (see Note 8).

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, 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 ”.

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

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 that have not yet been placed in service are not amortized;

rather, they are tested for impairment annually, and more frequently when events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Once placed in service, intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

During the three months ended March 31, 2026, the Company placed into service an intangible asset with a carrying value of approximately $ 500,000 that was acquired in October 2025.

The Company has determined the estimated useful life of the intangible assets to be 18 years.

Amortization expense for the three months ended March 31, 2026 was $ 11,574 and is included in general and administrative expense in the condensed consolidated statements of operations.

No impairment was recognized during the three months ended March 31, 2026.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an 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 three months ended March 31, 2026 no impairments were recognized.

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

1 unchanged sentence

“ Distinguishing Liabilities from Equity ”.

The Company classifies its leases either as operating or financing lease at inception.

The company has an operating lease.

This lease is recorded as an operating lease, right of use (ROU) assets and operating lease liabilities on the accompanying consolidated balance sheets.

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.

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.

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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.

Certain leases include lease and non-leased components, which are accounted for as one single lease component.

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

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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.

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 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:

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

Company recognized point-in-time revenue of $ 0

for the three and nine months ended September 30, 2025, and $ 0

for the three and nine months ended September 30, 2024, respectively, for the right to try its technology in compassion use

cases where the Company has no further performance obligations.

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The Company has historically generated limited revenue from fees received in connection with compassionate use to its lead investigational drug candidate, NEO100.

The Company recognizes such revenue at a point in time, upon delivery to the requesting party, as the Company has no further performance obligations following delivery.

The Company did no t recognize any revenue during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company recognized point-in-time revenue of $ 39,990 for the right to try its technology in compassionate use cases for which the Company has no further performance obligations.

Research and development

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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.

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.

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 over the requisite

service period of each award, which generally equals the vesting period, using the straight-line method for awards that contain only

service conditions.

Accounting for Government Grants

The Company generates grant income through grants from government organizations.

As there is no authoritative guidance under U.S.

GAAP on accounting for grants to for-profit business entities from government entities, the Company accounts for government assistance by applying the principles of International Accounting Standards Topic 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”).

Under IAS 20, government grants are recognized when there is reasonable assurance that the grant will be received and that all conditions related to the grant will be met.

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.

Stock-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 stock-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 stock-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 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.

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.

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 shares of restricted stock 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 restricted stock 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 restricted stock.

For time based vested restricted stock, 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.

For performance based restricted stock, 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.

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 stock 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.

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 nine months ended September 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 nine months ended September 30, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock 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 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, 2026, there were 1,404,043 unvested shares of restricted stock and 1,965,528 warrants outstanding, which were not included in the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

For the three months ended March 31, 2025, there were 3,110,000 shares of unvested restricted stock and 150,000 warrants outstanding, which were not included in the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

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 September 30, 2025 and 2024, there is no current tax provision due to losses generated.

For the three months ended March 31, 2026 and 2025, 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 three and nine months ended September 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

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.

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 three months ended March 31, 2026 and 2025 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.

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Segment Reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280):

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 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.

The Company operates in a single segment – biotechnology research.

Reclassifications

Certain reclassifications of previously reported amounts have been

made to conform to the current year presentation.

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.

3 – Related p arty

t ransactions

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.

Recently Adopted Accounting Pronouncements

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.

There were no other accounting pronouncements adopted during the three months ended March 31, 2026 that had a material effect on the Company’s condensed consolidated financial statements.

Note 3 – Intangible asset – Patent

In October 2025, the Company paid $ 500,000 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 condensed consolidated balance sheets.

Effective January 1, 2026, the Company placed the Patent into service and began amortizing it on a straight-line basis over its estimated useful life of 18 years, based on the remaining patent term.

Amortization expense related to the Patent is recorded in general and administrative expense in the condensed consolidated statements of operations.

The following table summarizes the carrying amount of the Patent as of March 31, 2026 and December 31, 2025:

Schedule of carrying amount of the Patent

Gross carrying value

Accumulated amortization

Net carrying amount

Amortization expense was $ 11,574 and $ 0 for the three months ended March 31, 2026 and 2025, respectively.

Estimated future amortization expense related to the Patent is as follows:

Schedule of amortization expense related to the Patent

Year ending December 31,

2026 (excluding the three months ended March 31, 2026)

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, 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 (“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 instalments for one year.

AFH was paid a fee of $ 500,000 for the amendment.

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 condensed consolidated statement of operations.

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 is payable in 12 equal monthly installments commencing in April 2025.

As of September 30, 2025, the remaining outstanding accrued advisory fee totaled $ 3,675,569 recorded on the condensed consolidated balance within accrued advisory fee – related party.

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.

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.

The remaining outstanding accrued advisory fee of $ 1,757,141 was paid in full in January 2026.

Accordingly, there was no accrued advisory fee – related party balance outstanding as of March 31, 2026.

During the three months ended March 31, 2026, the Company incurred and paid additional advisory fee expense of $ 1,360,000 to AFH for advisory services related to the Company’s capital financing arrangements pursuant to the Letter of Intent (“LOI”) dated December 19, 2022.

There was no comparable advisory fee expense incurred during the three months ended March 31, 2025 other than the $11,328,565 Nasdaq listing fee described above.

advanced to our Chief Executive Officer and Executive Chairman in excess of reimbursable expenses totaled $ 59,995

as of March 31, 2026, which are included within prepaid expenses – related parties on the condensed consolidated

balance sheets.

As of December 31, 2025, reimbursable expenses payable to AFH totaled $ 351,302 ,

which was included within accrued advisory fee – related party on the condensed consolidated balance sheets.

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 years from the closing of the private securities offering.

Transactions with USC

Transactions with the University of Southern California

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 the 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.

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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 $ 382 and $ 184,449 and $ 98,543 and $ 382,858 related to such services for the three and nine months ended September 30, 2025 and 2024, respectively, of which $ 382 , $ 164,449 and $ 98,543 and $ 362,858 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 September 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 499,607 and $ 272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

The Company utilizes laboratory and patent maintenance services from the University of Southern California (“USC”).

For the three months ended March 31, 2026 and 2025, the Company incurred $ 38,409 and $ 103,224 , respectively, of expenses related to such services, of which $ 0 and $ 82,224 , respectively, are recorded within research and development expenses, and $ 38,409 and $ 21,000 , respectively, are recorded within general and administrative expenses in the condensed consolidated statements of operations.

As of March 31, 2026 and December 31, 2025, the Company had accrued laboratory and patent maintenance fees payable to USC of $ 361,535 , which are included within accrued expenses – related parties in the condensed consolidated balance sheets.

In addition, the Company conducts certain clinical trial activities at USC.

These services are provided pursuant to clinical trial agreements entered into in the ordinary course of business on substantially the same terms and conditions as the Company’s agreements with non-related party clinical trial sites.

As of March 31, 2026 and December 31, 2025, the Company had outstanding amounts payable to USC for clinical trial services of $ 171,039 and $ 283,250 , respectively, which are included within accounts payable – related parties and accrued expenses – related parties in the condensed consolidated balance sheets.

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $ 255,099 and $ 734,874 as September 30, 2025 and December 31, 2024, respectively.

The amount accrued for the management team, including related payroll taxes, was $ 255,099 as of March 31, 2026 and December 31, 2025.

There is no specified timetable for payment of such amounts.

Note 5 – Related Party Loans Payable

In April 2023, the Company entered into a non-interest bearing, non-convertible promissory note with HCWG LLC (the “Bridge Loan”).

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.

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 $ 138,247 which is recorded within prepaid expenses and other on the condensed consolidated balance

sheet at September 30, 2025 and December 31, 2024, respectively.

June 30, 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 nine months ended September 30, 2024, amounted to $ 1,387,493 ,

which is included in interest expense in the accompanying condensed consolidated statement of operations.

Schedule of convertible

Bridge loan – carrying value

Balance – January 1, 2024

Total principal outstanding before conversion

Conversion to common stock (June, 14, 2024)

Principal outstanding December 31, 2024

Due from Related Party

The Company paid legal fees on behalf of HCWG LLC, which resulted in a receivable due from HCWG LLC totaling $ 138,247 as of March 31, 2026 and December 31, 2025, which is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Advances from Executive Chairman

In February 2025, our Executive Chairman 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 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 nine months ended September 30, 2025.

NOTE 5 Convertible

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 after origination 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

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 using the straight-line method.

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.

The effective interest rate on the notes is approximately 7.72% per annum, which reflects the amortization

of issuance costs and original issuance discount.

Through September 30, 2025, interest expense of

$ 1,020,794 was recognized from the accretion of OID and accretion of the debt issuance cost.

Subsequent to September 30, 2025, the Company

exercised the first of three available extensions on the convertible promissory notes.

The notes are now set to mature on November 16,

The following table summarizes the Company’s

outstanding Notes as of September 30, 2025:

Schedule of convertible

Nine Months Ended

September 30,

Purchase price of convertible promissory notes

unamortized original issuance discount

unamortized debt issuance cost

Net convertible promissory note

In February 2025, the Executive Chairman and CEO advanced the Company approximately $ 300,000 .

The advances carried a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on the principal.

On March 10, 2025, the outstanding balance of $ 600,000 was repaid.

Interest expense of $ 300,000 was recognized in the condensed consolidated statements of operations for the three months ended March 31, 2025.

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%.

On January 21, 2026, the Company and the holders entered into a Convertible Promissory Note Extension agreement (the “Extension”), which further extended the maturity date of the Notes to January 28, 2026 in exchange for an additional 5% OID, thereby increasing the OID to 40% and the aggregate face value of the Notes to $6,666,667.

In January 2026, the Company repaid the full outstanding balance of $6,666,667 upon maturity, and the Notes were terminated.

The following table summarizes the activity related to the Notes during the three months ended March 31, 2026:

Schedule of convertible debt

Net carrying value as of December 31, 2025

Accretion of original issuance discount

Repayment of note

Net carrying value as of March 31, 2026

For the three months ended March 31, 2026, the Company incurred total interest expense of $ 725,601 related to the Notes, which consists of $ 714,601 from the accretion of OID and $ 11,000 from the amortization of debt issuance costs.

Note 7 – 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 has only one operating lease and has no financing leases.

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 % .

The Company has an operating lease for its office facilities and has no financing leases.

The Company previously leased office space under a 24-month operating lease that, as amended on November 27, 2024, expired on January 31, 2025.

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 September 30, 2025 the lease has a remaining 58 months.

The lease liability was computed using an interest rate of 3.72 % , and as of March 31, 2026, the lease has a remaining 51 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.

At September 30, 2025 the consolidated balance sheet reflects a right-of-use asset of $ 379,509 and a lease liability of $378,741 .

The Company recorded lease expense of $ 21,781

and $ 102,704

during the three months ended September 30, 2025 and 2024, respectively, and $ 43,743

and $ 214,497 during

the nine months ended September 30, 2025, and 2024, respectively, within general and administrative expenses on the condensed

consolidated statements of operations.

Cash paid for amounts included in the measurement of lease liability was $ 20,335

and $ 125,000

and $ 200,000 ,

respectively, during the three and nine months ended September 30, 2025, and 2024, respectively.

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

The Company’s non-lease components (e.g., common 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 .

As of March 31, 2026 and December 31, 2025, the Company reported a right-of-use asset of $ 340,639 and $ 361,045 , respectively, and a lease liability of $ 346,053 and $ 361,813 , respectively.

The Company recorded lease expense of $ 21,688 and $ 24,722 during the three months ended March 31, 2026 and 2025, respectively, within general and administrative expenses on the condensed consolidated statements of operations.

There were no short-term or variable lease costs during the three months ended March 31, 2026 or 2025.

Cash paid for amounts included in the measurement of lease liabilities amounted to $ 20,335 and $ 25,000 during the three months ended March 31, 2026 and 2025, respectively.

The following are the expected maturities of lease liabilities for operating leases as of March 31, 2026:

Schedule of lease liabilities for operating leases

Months Ended December 31,

2025 (three months)

Years Ended December 31,

2026 (excluding the three months ended March 31, 2026)

Present value of lease liability

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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

As of September 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.

the nine months ended September 30, 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 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 447,527 shares from the sale of shares under the equity

line of credit, and the release of 3,310,000

shares for restricted stock units.

Private Placement

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 March 31, 2026, 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 $ 16.00 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 the equity line of credit, issued 162,500 shares for the cashless exercise of warrants, and released 3,110,000 shares for the vesting of shares of restricted stock.

As of March 31, 2026 and December 31, 2025, the Company had no instruments that required classification as a derivative liability.

Accordingly, no derivative liability was recognized in the accompanying condensed consolidated balance sheets.

Private Placement – January 2026

In January 2026, the Company entered into a securities purchase agreement (the “January 2026 PIPE”) pursuant to which the Company agreed to sell, in one or more closings, up to an aggregate of 2,222,222 shares of its common stock at a price of $ 7.20 per share, for aggregate gross proceeds of up to $ 16,000,000 .

In connection with the January 2026 PIPE, the Company also agreed to issue warrants to purchase up to 2,222,222 shares of common stock at an exercise price of $ 9.00 per share, exercisable for a period of 5 years from the date of issuance.

As of March 31, 2026, the Company had completed closings under the January 2026 PIPE for an aggregate of 1,815,528 shares of common stock and warrants to purchase 1,815,528 shares of common stock, resulting in gross proceeds of approximately $ 13,071,783 .

The remaining $2,928,217 of the aggregate $16,000,000 commitment, representing approximately 406,694 shares of common stock and warrants to purchase 406,694 shares of common stock, remained subject to subsequent closings under the agreement as of March 31, 2026.

Warrants Issued in Connection with the January 2026 PIPE

In connection with the issuance of common stock under the January 2026 PIPE, each investor received warrants to purchase shares of common stock.

The warrants have an initial exercise price of $ 9.00 per share and a contractual term of 5 years from the date of issuance.

The warrants contain a down-round protective provision pursuant to which, if the Company subsequently issues equity-linked instruments at an effective price below the then-current exercise price of the warrants, the exercise price of the warrants will be adjusted downward to match the lower issuance price.

The Company evaluated the warrants under ASC 815-40.

In performing this evaluation, the Company applied the guidance under ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features, which excludes down-round features from the assessment of whether an instrument is considered indexed to the Company’s own stock.

Based on this evaluation, the Company determined that the warrants meet the criteria for classification as equity.

Accordingly, the warrants have been recorded within additional paid-in capital.

The aggregate proceeds of $ 13,071,783 received during the three months ended March 31, 2026 from closings under the January 2026 PIPE were allocated between the common stock and the warrants using the relative fair value method, resulting in $ 7,814,645 allocated to common stock and $ 5,257,138 allocated to warrants, each recorded within additional paid-in capital.

The fair value of the common stock and warrants was measured separately at each individual issuance date during the period from January 29, 2026 through March 20, 2026, reflecting the market conditions and valuation inputs on each respective issuance date.

The fair value of the warrants at each measurement date was determined using a Monte Carlo Simulation model that incorporates the down-round protective provision and management’s expectations regarding future financing events that could trigger the provision.

At each measurement date, the aggregate modeled fair value of the common stock and warrants was reduced by an implied calibration discount, which equates the modeled fair value of the units to the cash proceeds received at that closing.

Key assumptions used in the Monte Carlo Simulation valuation of the warrants at each measurement date were as follows:

Schedule of warrants measurement

Measurement Date

Risk-Free Rate

Expected Term

Aggregate Warrant Fair Value

January 29, 2026

January 30, 2026

February 25, 2026

February 26, 2026

March 5, 2026

March 20, 2026

Equity volatility was estimated based on the median observed daily equity volatility of a group of guideline public companies over a period commensurate with the adjusted term of the warrants, given the Company’s limited public trading history.

The risk-free interest rate at each measurement date was based on the U.S.

Treasury yield curve at that date, interpolated to match the adjusted term of the warrants.

As of March 31, 2026, no down-round adjustment to the exercise price of the warrants had been triggered, and the warrants remained outstanding with an exercise price of $9.00 per share.

Private Placement – October 2024

On October 11, 2024, the Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc.

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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.

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.

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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 on the condensed consolidated statement of shareholders’ deficit as of September 30, 2025.

In connection with the agreement, the Company paid $ 300,000 in placement agent fees to the Broker for securing $2,500,000 in commitments for the private placement, which was recorded as a reduction to additional paid-in capital.

Advisory Services

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 condensed consolidated statement of operations for the nine months ended

September 30, 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.

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.

Offering Costs Direct Listing

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

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

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.

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 three and nine months ended September 30, 2025, the Company sold

447,527 shares of common stock at $ 3.73 $ 9.53 per share under the Equity Purchase Agreement, resulting in net proceeds of

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

$ 380,162 which was recognized in the condensed consolidated statement of operations for the three and nine months ended September

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

The fair value of the shares granted to Mast Hill upon issuance was determined by using the closing day price of $ 12.11 .

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

For the three and nine months ended September 30, 2025, the Company reported $ 24,220 and $ 94,458 , respectively as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $ 99,302 at September 30, 2025 are to be amortized over the remaining term of the 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.

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.

During the three months ended March 31, 2026, the Company sold 76,648 shares of common stock at prices ranging from $ 8.40 to $ 8.97 per share under the Equity Purchase Agreement, resulting in net proceeds of $ 663,727 .

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.

Changes in the fair value of the derivative liability resulted in a gain on settlement of $ 2,801 , which was recognized in the condensed consolidated statements of operations during the three months ended March 31, 2026.

During the three months ended March 31, 2025, no transactions occurred under the Equity Purchase Agreement.

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

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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) 466,667 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 September 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.

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.

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

Of the total shares of restricted stock 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 March 31, 2026.

On October 23, 2024, 200,000 shares of restricted stock 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 shares of restricted stock vest 100% seven months from the date the Company lists on a national exchange.

On March 26, 2025, 150,000 shares of restricted stock were granted to the three board members, in the amount of 50,000 each.

These shares of restricted stock 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 shares of restricted stock since the contingency related to the commencement of vesting (i.e., the listing) of the shares of restricted stock had not been met.

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

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

recognized $ 25,964,096 .

As of September 30, 2025, there was unamortized stock-based compensation of approximately $ 9,270,400 which the Company expects to recognize over approximately 6.75 years.

The activity related to RSUs is summarized as follows:

On June 1, 2025, 300,000 shares of restricted stock 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 shares of restricted stock were granted to the one board member.

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

The remaining 66,666 shares of restricted stock vest thirty-six months from the date certain performance metrics are achieved.

On September 24 and 25, 2025, 50,000 shares of restricted stock were granted to the five board members or advisors;

of which 25,000 shares of restricted stock were vested immediately, remaining vest evenly over ten months after two-month delay.

On November 6, 2025, 1,200,000 shares of restricted stock 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 shares of restricted stock 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 shares of restricted stock issued to the advisors, 42,500 will vest immediately and the remaining vest evenly over ten months commencing January 2026.

On March 12, 2026, 170,000 shares of restricted stock were granted to the Chief Accounting Officer;

of which 53,333 shares of restricted stock vested immediately upon grant, 58,333 shares of restricted stock vest on the first anniversary of the grant date, and 58,334 shares of restricted stock are performance-based.

Since the performance-based tranche is subject to performance vesting conditions, management has determined that it is not yet probable that the performance vesting conditions will be met, and as such no expense has been recognized for this tranche as of March 31, 2026.

As of March 31, 2026, 249,507 shares of restricted stock remained available for future issuance under the 2023 Plan.

The Company determined the fair value of restricted stock granted during the three months ended March 31, 2026 and 2025 to be $ 1,599,700 and $ 1,815,500 , respectively, based on the price of the most recent sale of common stock prior to each grant date for those shares of restricted stock granted prior to the listing date, or the quoted market value on the date of issuance for those shares of restricted stock granted after the listing date.

For the three months ended March 31, 2026 and 2025, the Company recognized $ 2,732,398 and $ 17,397,774 , respectively, of stock-based compensation expense, which is included in the condensed consolidated statements of operations.

As of March 31, 2026, there was unamortized stock-based compensation of approximately $ 6,061,836 , which the Company expects to recognize over approximately 2 years.

The activity related to restricted stock during the three months ended March 31, 2026 is summarized as follows:

Schedule of restricted stock units activity

Restricted Stock Units

January 1, 2024

December 31, 2024

Granted during nine months ended September 30, 2025

Balance at September 30, 2025

Released RSUs for nine months ended September 30, 2025

As of September 30, 2025, 1,754,500 RSU’s remain unissued in the 2023 Plan.

Shares of Restricted Stock Issued

Stock Granted

Average Grant

Date Fair Value

Shares of restricted stock at December 31, 2025

Shares of restricted stock at March 31, 2026

Vesting Activity of Restricted Stock

Restricted Stock

Average Grant

Date Fair Value

Unvested at December 31, 2025

Unvested at March 31, 2026

During the three months ended March 31, 2026, the Company withheld 394,204 shares of common stock from recipients upon restricted stock vesting in order to cover their tax liabilities associated with such vesting events.

The fair value of the shares withheld at the vesting date of $ 3,371,412 is reflected as a treasury stock transaction.

As of March 31, 2026, the Company has not remitted the income taxes on behalf of the recipients, and therefore $ 6,077,719 is included in accrued restricted stock tax withholding obligations in the accompanying condensed consolidated balance sheets.

The Company is actively evaluating and implementing measures intended to remit the outstanding withholding tax obligations to the applicable taxing authorities as soon as practicable.

Note 10 – Commitments and Contingencies

Line of Credit Commitment – Related Party

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

September 30, 2025.

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 March 31, 2026.

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

At March 31, 2026, 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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Risk-free interest rate:

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 and $ 503,853 for the three and nine months ended September 30, 2025.

At September 30, 2025 and December 31, 2024, unamortized debt issuance costs total $ 1,366,458 and $ 1,870,316 , respectively, which will be amortized over the remaining 13 months of the facility.

The fair value of the 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.

Amortization of debt issuance costs amounted to $ 167,945 and $ 167,951 for the three months ended March 31, 2026 and 2025, respectively, and is included within interest expense in the condensed consolidated statements of operations.

As of March 31, 2026 and December 31, 2025, unamortized debt issuance costs totaled $ 1,030,560 and $ 1,198,511 , respectively, which will continue to be amortized through October 2027.

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

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, 2026 and December 31, 2025, the Company had no liabilities recorded for loss contingencies, except as described 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 September 30, 2025 and December 31, 2024, respectively.

The settlement agreement provides for interest accruing on the unpaid balance.

The Company had a litigation settlement payable of $ 4,304,110 and $ 4,170,000 in the accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, 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.

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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 September 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 $ 48,750 and $ 146,250 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2025, respectively.

September 30, 2025 and December 31, 2024, an aggregate of $ 146,250

of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance

In August 2025, the Company was awarded a grant

totaling $ 400,000 in gross proceeds from the National Institutes of Health (NIH).

The Company’s portion of the total proceeds made

available from the NIH Grant is approximately $ 160,000 , net of subcontractor costs, as allowable expenses are incurred.

For the three

and nine months ended September 30, 2025 no allowable expenses under the NIH grant were incurred by the Company.

In September 2025, the Company was awarded a

grant totaling approximately $ 1,007,000 in gross proceeds from the National Institutes of Health (NIH).

The Company’s portion of

the total proceeds made available from the NIH Grant is approximately $ 245,000 , net of subcontractor costs, as allowable expenses are

For the three and nine months ended September 30, 2025 no allowable expenses under the NIH grant were incurred by the Company.

– Segment Reporting

The Company manages its business activities on a consolidated

basis and operates as a single operating segment:

On March 31, 2024, the 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.

Interest expense of $ 10,862 and $ 7,500 was recognized in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively, related to this matter.

In February 2026, the Company paid the IPLSA settlement in full, including accrued interest, for a total payment of $737,921.

As of March 31, 2026, no litigation settlement payable related to this matter remained outstanding.

As of December 31, 2025, the Company had a litigation settlement payable of $ 722,059 included within litigation settlement payable in the accompanying condensed consolidated balance sheets.

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 three months ended March 31, 2026, the Company incurred $ 25,250 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 three months ended March 31, 2026, the Company incurred $ 21,873 of allowable expenses under the NIH grant.

For the three months ended March 31, 2026 and 2025, the Company recognized $ 47,123 and $ 0 , respectively, of grant income, which is included within interest and other income in the condensed consolidated statements of operations.

As of March 31, 2026 and December 31, 2025, the Company had a grant receivable of $ 118,371 and $ 71,247 , respectively, included within prepaid expenses and other current assets in the condensed consolidated balance sheets.

Note 12 – 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 condensed 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 breaks

down the research and development costs for the three and nine months ended September 30, 2025 and 2024, respectively.

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 three months ended March 31, 2026 and 2025, respectively.

Schedule of segment reporting

Nine Months Ended

September 30,

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee compensation expenses

Amortization expense

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’

Loss on extinguishment of Bridge loan - related

Loss on settlement

Interest and other income

Three Months Ended

September 30,

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee Expenses

Amortization expense

Advisory fees – related parties

Legal and professional

Employee compensation expenses

Amortization of debt issuance

Investor relations

Share based compensation

Stock based compensation

Other general and administrative expense

Interest expense - related parties’

Loss on extinguishment of bridge loan

Loss on settlement

Interest expense

Gain on change in fair value of derivative liability

Other expense

Interest and other income

– Subsequent Events

On July 24, 2025, the Company entered into an

agreement with Dr.

Puri and Beth R.

Levinson for the acquisition of all equity interests in JandB Holdings LLC, a California

limited liability company (“J&B”).

J&B was newly formed and held a single patented asset.

No other assets, liabilities,

employees or facilities were acquired.

The single asset passed the “screen test” to be considered an asset acquisition.

of the transaction were not significant.

Under the terms of the asset acquisition, the transaction

consideration includes:

a cash payment of $500,000 and

shares of Company common stock equal to (a) 120,000

shares of Company common stock with an attributed value of $25 per share, less (b) an amount of shares equal to (x) the aggregate

transaction fees incurred by the Company in connection with all of the transactions related to the Agreement divided by (y) $25.00, rounded

up to the nearest whole share.

The Company remitted the cash payment for the patent

on October 3, 2025 and received assignment of the patent effective October 8, 2025.

As of November 13, 2025, the shares

have yet to be issued.

On October 4, 2025, the Company’s wholly

owned subsidiary, NuroMENA, signed a Master Services Agreement (MSA) with Insights Research Organization & Solutions (IROS), a UAE-

based contract research organization (CRO) and part of the M42 group.

The MSA has an initial term of three years from the first work order

executed under the agreement.

The first work order to be executed under the MSA covers a multi-site, randomized Phase 2b/3 study titled

A Multi-Site, Randomized, Phase 2b/3 Study Evaluating Overall Survival of Intranasal NEO100 in Patients with Progressive or Recurrent

Grade III Astrocytomas and Glioblastoma Multiforme (GBM), Stratified by IDH1 Mutation Status, Compared to Best Standard of Care.

On November 4, 2025, the Company sold 76,665

shares of common stock at $ 9.78 per share for gross proceeds of approximately $ 750,000 pursuant to Equity Purchase Agreement with Mast

Hill Fund, LP.

On November 6, 2025, the Company granted 1,200,000

RSUs to Amir Heshmatpour and 70,000 RSUs to Grace Fisher.

Note 13 – Subsequent Events

On April 9, 2026, the Company’s Registration Statement on Form S-3 was declared effective by the Securities and Exchange Commission.

The Registration Statement covers the potential offer and sale of up to $300,000,000 of the Company’s securities, which may include common stock, preferred stock, warrants, and units, from time to time on a delayed or continuous basis.

On April 10, 2026, the Company entered into an Equity Distribution Agreement with BTIG, LLC and A.G.P./Alliance Global Partners (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock having an aggregate offering price of up to $75,000,000.

Sales under the ATM Offering, if any, will be made at prevailing market prices on the Nasdaq Stock Market.

The Company will pay each Agent a cash commission equal to 3.0% of the gross proceeds from sales made through such Agent.

Shares offered and sold under the ATM Offering will be issued pursuant to the Company’s Registration Statement on Form S-3, which was declared effective on April 9, 2026, and the related prospectus supplement filed on April 10, 2026.

As of the date these financial statements were issued, no shares of common stock have been sold under the ATM Offering.

The Company intends to use any net proceeds from the ATM Offering for working capital and general corporate purposes.

On April 20, 2026, the Company entered into a fourth Securities Purchase Agreement to issue and sell up to the remaining 406,694 Shares at the same per Share purchase price of $ 7.20 and Warrants to purchase up to 406,694 shares of Common Stock at the same per share exercise price of $ 9.00 .

The initial closing further to this fourth Securities Purchase Agreement took place on April 20, 2026, and consisted of the issuance of an aggregate of 277,777 Shares and Warrants to purchase 277,777 shares of Common Stock to one investor at a purchase price of approximately $ 2,000,000 .

This fourth 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 fourth Securities Purchase Agreement terminates on April 30, 2026.

On April 30, 2026, the Board of Directors approved the acceleration of vesting for the Tranche 2 shares of restricted stock held by certain

As a result of the acceleration, the remaining unvested shares in an amount equal to 727,606 of restricted stock under the

Tranche 2 awards became fully vested on April 30, 2026.

In connection with the acceleration,

the Company will recognize stock-based compensation expense of approximately $ 4,300,000 associated with the accelerated awards in the

period of modification.

The Company will also incur employer payroll tax obligations and facilitate statutory tax withholding on the

vested shares through net share settlement, consistent with the Company's existing restricted stock administration practices.

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