What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-15 · 256 added, 138 removed, 511 unchanged (44% of the section changed)

22 unchanged sentences

Litigation settlement payable

Derivative liability – Series A preferred

Convertible promissory notes, net of discount

7 unchanged sentences

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

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

6,000 shares issued and outstanding as of June 30, 2026 and no shares issued and outstanding as of December 31, 2025

Additional paid in capital - preferred

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

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

25,933,365 and 21,990,688 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Treasury stock, 1,079,543 shares and 302,766 shares of common stock at June 30, 2026 and December 31, 2025, respectively

Additional paid in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Operating Expenses:

3 unchanged sentences

Stock based compensation

Advisory fees – related parties

Advisory fees

Total Operating Expenses

2 unchanged sentences

Interest income

Amortization of debt issuance

Amortization of debt issuance costs

Interest expense

Other expense

Gain on change in fair value of derivative liability

Other income (expense)

Loss on change in fair value of derivative liability related to Series A preferred stock

Gain on change in fair value of derivative liability through equity line of credit

Loss per share:

Net loss per share - basic and diluted

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

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

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

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

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Stockholders’

5 unchanged sentences

Balance as of March 31, 2025

Share based compensation

Balance as of June 30, 2025

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

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

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Preferred Stock

Stockholders’

10 unchanged sentences

( 121,574,587

Series A preferred shares issued, net of derivative allocation and issuance costs

Restricted share grants released from restriction

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 June 30, 2026

( 135,814,631

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

6 unchanged sentences

Gain on change in fair value of derivative liability

Loss on change in fair value of derivative liability related to Series A preferred stock

Transaction costs expensed on issuance of Series A preferred stock

Increase in deferred offering costs

Amortization of debt issuance costs

14 unchanged sentences

Repayment of OID loan

Proceeds from issuance of Series A convertible preferred stock

Payment of issuance costs - Series A Preferred Stock

Proceeds from sale of common stock pursuant to equity purchase agreement

10 unchanged sentences

Share issued in connection with advisory services

Right of use asset, at lease commencement

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

See accompanying notes to the condensed consolidated financial statements.

Note 1 – Description of Business and Liquidity

1 – Description of Business and Liquidity and Going Concern

NeOnc Technologies, Inc.

5 unchanged sentences

(“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.

NuroMENA was inactive through June 30, 2026.

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

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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.

The 120,000 shares of common stock to be issued under the Share Exchange Agreement were not issued as of June 30, 2026.

NeOnc is the developer of a novel molecular technology that provides enhanced targeted delivery of technologies for treating central nervous system diseases.

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On March 26, 2025, the Company was listed (“Listing”) on the Nasdaq Global Market.

Liquidity and Going Concern

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

At March 31, 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.

At June 30, 2026, the Company had cash totaling $ 1,973,420 .

For the three and six months ended June 30, 2026, the Company incurred a net loss of $ 14,240,044 and $ 23,059,976 , respectively, and the Company had an accumulated deficit of $ 135,814,631 at June 30, 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).

As of June 30, 2026, the Company had completed closings under these agreements for an aggregate of 2,093,305 shares of common stock and warrants to purchase 2,093,305 shares of common stock, resulting in gross proceeds of approximately $ 15.1 million (see Note 7).

June 2026, the Company entered into and closed a Securities Purchase Agreement providing for the issuance of shares of Series A Convertible

Preferred Stock for aggregate gross proceeds of $ 5,000,000 .

See Note 8 to the condensed consolidated financial statements for additional information regarding the terms of the Series A Convertible

Preferred Stock.

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.

Additionally, we have not yet commercialized any products, and we do not expect to generate revenue from sales of any product candidates for a number of years, if ever.

As reflected in the accompanying condensed consolidated financial statements, we have incurred recurring net losses since our inception.

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.

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Basis of presentation

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.

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 June 30, 2026 and December 31, 2025, and the results of operations and cash flows for the three and six months ended June 30, 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.

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 June 30, 2026, and for the three and six months

ended June 30, 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.

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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.

As of June 30, 2026 and December 31, 2025, the Company had money market funds of approximately $ 1,600,000 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 ”.

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “ Expenses

of Offering ”.

If planned offerings are terminated, the related capitalized deferred offering costs are written off.

1 unchanged sentence

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).

At June 30, 2026, costs incurred in connection with the equity purchase agreement have been charged against additional paid-in capital (see Note 8).

Debt issuance costs

8 unchanged sentences

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.

During the six months ended June 30, 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.

Amortization expense for the three and six months ended June 30, 2026 was $ 6,944 and $ 18,519 , respectively, and is included in general and administrative expense in the condensed consolidated statements of operations.

No impairment was recognized during the three and six months ended June 30, 2026.

Impairment of Long-Lived Assets

2 unchanged sentences

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.

During the six months ended June 30, 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 ”.

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.

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.

5 unchanged sentences

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.

10 unchanged sentences

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 derivative liability associated with the Series A Convertible Preferred Stock (see Note 8) is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy, as its valuation requires significant unobservable inputs, including expected volatility, risk-free rate, and the timing and probability of conversion and reset events, estimated using a Monte Carlo simulation model.

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 financial instruments.

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

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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.

The Company has received limited fees in connection with compassionate use of its lead investigational drug candidate, NEO100, made available on a right-to-try basis.

The Company concluded that such fees are incidental to, and directly related to, recovering costs associated with the Company’s research and development activities, rather than representing revenue generated from the Company’s ongoing central operations.

Accordingly, such fees are presented as a reduction of research and development expense in the period received, rather than as revenue.

The Company did no t recognize any revenue during the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2026, the Company received $ 20,000 , respectively, related to compassionate use of NEO100, which was recorded as a reduction of research and development expense.

During the three and six months ended June 30, 2025, the Company received $ 0 and $ 39,990 , respectively, related to compassionate use of NEO100, which has been reclassified from revenue to a reduction of research and development expense to conform to the current period presentation.

This reclassification had no effect on net loss, total stockholders’ deficit, or cash flows for the six months ended June 30, 2025.

Research and development

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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.

The Company presents grant income on a gross basis, recognizing income for its own allowable costs incurred, while costs incurred by USC as subcontractor are recognized as research and development expense, with a corresponding subcontract payable to USC, rather than being netted against grant income.

Grant Receivables

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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.

If an award holder leaves the company prior to vesting, an 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.

8 unchanged sentences

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

For the three months ended March 31, 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.

For the three and six months ended June 30, 2026, there were 573,666 unvested shares of restricted stock, 2,243,305 warrants outstanding, and 6,000 shares of Series A Convertible Preferred Stock (on an as-converted basis) 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 and six months ended June 30, 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 three months ended March 31, 2026 and 2025, there is no current tax provision due to losses generated.

For the three and six months ended June 30, 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.

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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 difference between the statutory and effective rates for the three and six months ended June 30, 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.

10 unchanged sentences

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.

The Company reclassified $ 39,990 of previously reported revenue for the six months ended June 30, 2025, related to compassionate use of NEO100, to a reduction of research and development expense.

In addition, the Company separated certain previously combined balance sheet captions as of December 31, 2025 as follows:

(i) accounts payable – related parties was separated into accounts payable – related parties and accrued expenses – related parties, and (ii) accounts payable and accrued expenses was separated into accounts payable, and accrued expenses and other current liabilities, with accrued compensation previously presented separately now included within accrued expenses and other current liabilities.

Such reclassifications did not impact net income, total stockholders’ deficit, or cash flows as previously reported.

Recent Accounting Pronouncements

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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.

There were no other accounting pronouncements adopted during the six months ended June 30, 2026 that had a material effect on the Company’s condensed consolidated financial statements.

Note 3 – Intangible asset – Patent

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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:

The following table summarizes the carrying amount of the Patent as of June 30, 2026 and December 31, 2025:

Schedule of carrying amount of the Patent

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Net carrying amount

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

Amortization expense was $ 6,944 and $ 0 for the three months ended June 30, 2026 and 2025, respectively, and $ 18,519 and $ 0 for the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

Year ending December 31,

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

2026 (excluding the six months ended June 30, 2026)

Note 4 – Related Party Transactions

7 unchanged sentences

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.

On June 11, 2026, the Company and AFH entered into a Second Addendum to the Letter of Intent and Advisory Services Agreement.

Under the Second Addendum, AFH is entitled to an annual advisory fee equal to 2.5% of the Company’s fully diluted market capitalization, determined as of December 31 of each fiscal year, including all issued and outstanding common shares, vested restricted stock, vested options, warrants, convertible securities, and other equity-linked instruments.

Based on a December 31, 2025 closing share price and approximately 22.0 million fully diluted shares outstanding, the 2025 advisory fee was calculated at $ 4,546,575 .

As of June 30, 2026, the Company had an outstanding accrued advisory fee – related party balance of $ 1,656,575 payable to AFH.

During the three and six months ended June 30, 2026, the Company incurred advisory fee expense of $ 3,586,575 and $ 4,946,575 , respectively, to AFH for advisory services related to the Company’s capital financing arrangements pursuant to the Second Addendum to the Letter of Intent.

There was no comparable advisory fee expense incurred during the three and six months ended June 30, 2025 other than the $ 11,328,565 Nasdaq listing fee described above.

Amounts advanced to our Chief Executive Officer and Executive Chairman in excess of reimbursable expenses totaled $ 55,933 as of June 30, 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.

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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.

For the three and six months ended June 30, 2026, the Company incurred $ 0 and $ 38,409 , respectively, of expenses related to such services, of which $ 0 and $ 0 , respectively, are recorded within research and development expenses, and $ 0 and $ 38,409 , respectively, are recorded within general and administrative expenses in the condensed consolidated statements of operations.

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

As of June 30, 2026 and December 31, 2025, the Company had accrued laboratory and patent maintenance fees payable to USC of $ 361,535 and $ 361,535 , respectively, 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.

As of June 30, 2026 and December 31, 2025, the Company had outstanding amounts payable to USC for clinical trial services of $ 1,135 and $ 283,250 , respectively, which are included within accounts payable – related parties and accrued expenses – related parties in the condensed consolidated balance sheets.

The Company is a party to two Small Business Technology Transfer grants from the National Institutes of Health, awarded in August 2025 and September 2025, respectively, pursuant to which USC serves as the Company’s academic research subcontractor.

As of June 30, 2026, the Company had a corresponding subcontract payable to USC of $ 435,655 included within accounts payable – related parties in the condensed consolidated balance sheets.

(See Note 11)

Accrued compensation

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

The amount accrued for the management team, including related payroll taxes, was $ 255,099 as of June 30, 2026 and December 31, 2025.

There is no specified timetable for payment of such amounts.

1 unchanged sentence

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.

Company previously paid legal fees on behalf of HCWG LLC, which resulted in a receivable due from HCWG LLC totaling $ 138,247

as of June 30, 2026 and December 31, 2025, which is recorded within prepaid expenses – related parties on the condensed

consolidated balance sheets.

Advances from Executive Chairman

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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.

Interest expense of $ 300,000 was recognized in the condensed consolidated statements of operations for the six months ended June 30, 2025.

There was no comparable activity during the three and six months ended June 30, 2026.

Note 6 – Convertible Debt

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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:

The following table summarizes the activity related to the Notes during the six months ended June 30, 2026:

Schedule of convertible debt

2 unchanged sentences

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.

Net carrying value as of June 30, 2026

For the three and six months ended June 30, 2026, the Company incurred total interest expense of $ 0 and $ 725,601 , respectively, 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

2 unchanged sentences

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 March 31, 2026, the lease has a remaining 51 months.

The lease liability was computed using an interest rate of 3.72 % , and as of June 30, 2026, the lease has a remaining 48 months.

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

1 unchanged sentence

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:

As of June 30, 2026 and December 31, 2025, the Company reported a right-of-use asset of $ 322,049 and $ 361,045 , respectively, and a lease liability of $ 328,217 and $ 361,813 , respectively.

The Company recorded lease expense of $ 21,668 and $ 43,377 during the three and six months ended June 30, 2026, respectively, and $ 15,581 and $ 40,303 during the three and six months ended June 30, 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 and six months ended June 30, 2026 or 2025.

Cash paid for amounts included in the measurement of lease liabilities amounted to $ 20,934 and $ 41,269 during the three and six months ended June 30, 2026, respectively, and $ 13,557 and $ 38,557 during the three and six months ended June 30, 2025, respectively.

The following are the expected maturities of lease liabilities for operating leases as of June 30, 2026:

Schedule of lease liabilities for operating leases

Years Ended December 31,

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

2026 (excluding the six months ended June 30, 2026)

Present value of lease liability

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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.

During the six months ended June 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 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.

Series A Convertible Preferred Stock

On June 11, 2026, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued 6,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $ 5,000,000 in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

The rights, preferences, and privileges of the Series A Preferred Stock are set forth in the Certificate of Designations, Preferences and Rights filed with the Secretary of State of the State of Delaware on June 10, 2026.

The Series A Preferred Stock has a stated value of $ 1,000 per share, for an aggregate Stated Value of $ 6,000,000 , and ranks senior to the Company’s common stock.

The Series A Preferred Stock is redeemable for cash at the Stated Value at the Company’s option on or before the redemption date, which is four months from the issuance date and may be extended by the Company for up to two additional one-month periods.

If the Company does not redeem the Series A Preferred Stock on or before the Redemption Date, the Stated Value of each outstanding share increases by $166.67, and the holders may convert their shares into common stock at a conversion price equal to 80% of the lowest closing price of the Company’s common stock during the five trading days immediately preceding the conversion date, subject to a floor price of $1.00 per share and to beneficial ownership limitations.

Company evaluated the Series A Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and concluded that the instrument

does not require classification as a liability, as it is not mandatorily redeemable and does not meet the criteria for liability classification.

Accordingly, the Series A Preferred Stock is classified as permanent equity.

The Company further evaluated the embedded conversion feature

under ASC 815-15 and ASC 815-40 to determine whether it required bifurcation from the host instrument and separate accounting as a derivative

Since the conversion price is variable, the conversion feature does not meet the “fixed-for-fixed” criteria required

for the feature to be considered indexed to the Company’s own stock and is therefore not eligible for the scope exception.

Company concluded that the embedded conversion feature is not clearly and closely related to the economic characteristics of the host

instrument and meets the definition of a derivative under ASC 815-10-15.

As such, the conversion feature has been bifurcated from the

Series A Preferred Stock and is separately recognized as a derivative liability, initially and subsequently measured at fair value, with

changes in fair value recognized in the condensed consolidated statements of operations at each reporting period.

The Company allocated the $5,000,000 of gross proceeds between the derivative liability and the Series A Preferred Stock using the residual method, under which the derivative liability was recorded at its issuance-date fair value of $1,593,474, with the remaining proceeds of $3,406,526 allocated to the Series A Preferred Stock.

The Company paid a placement fee of $ 400,000 (8% of gross proceeds) in connection with the offering, which was allocated between the derivative liability and the Series A Preferred Stock in the same proportion as the proceeds.

The difference between the proceeds allocated to the Series A Preferred Stock and its aggregate Stated Value is not accounted for as a discount and is not amortized.

It will be recognized as a deemed dividend, reducing income available to common stockholders, only if and to the extent the Series A Preferred Stock is redeemed for cash in excess of its carrying amount.

The fair value of the embedded derivative was determined using a Monte Carlo Simulation model, which incorporates the redemption and conversion outcomes available under the terms of the Series A Preferred Stock.

The model simulates the Company’s future common stock price using a Geometric Brownian Motion framework and, in the conversion scenario, determines the conversion payoff based on the lowest simulated closing price during the five trading days preceding the assumed conversion date, subject to the $1.00 floor price.

The conversion payoff was adjusted for a discount for lack of marketability (“DLOM”) to reflect the estimated period during which shares issued upon conversion would not be freely tradable.

The probability-weighted value of the redemption and conversion scenarios was reduced by an implied calibration discount, which equates the modeled fair value of the Series A Preferred Stock to the cash proceeds received on the issuance date, and which is amortized over the expected term to the Redemption Date.

Key assumptions used in the Monte Carlo Simulation valuation of the embedded derivative were as follows:

Schedule of assumptions

Risk-free rate

Equity volatility

Expected term

Probability of redemption

Probability of conversion

Discount for lack of marketability

Embedded derivative fair value

Equity volatility was estimated based on the Company’s estimated equity volatility of a group of guideline public companies over a period commensurate with the expected term, 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 expected term.

The probability of redemption reflects a market-participant assessment of the likelihood that the Company redeems the Series A Preferred Stock for cash at the Redemption Date, considering the Company’s available funding sources and execution risk.

The following table presents a reconciliation of the embedded derivative liability, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the six months ended June 30, 2026:

Schedule of reconciliation of the derivative liability

Derivative Liability

Balance at initial recognition (June 11, 2026)

Change in fair value recognized in earnings

Balance at June 30, 2026

As of June 30, 2026, the fair value of the derivative liability was $ 1,654,795 , and the Company recognized a loss of $ 61,321 for the change in fair value during the three and six months ended June 30, 2026, presented within loss on change in fair value of derivative liability related to Series A preferred stock in the condensed consolidated statements of operations.

As of June 30, 2026, 6,000 shares of Series A Preferred Stock remained outstanding, and the aggregate carrying amount of the Series A Preferred Stock was $ 3,134,004 .

No shares of Series A Preferred Stock have been redeemed or converted as of the date of this filing.

Except for the Series A Preferred Stock derivative liability described above, as of June 30, 2026 and December 31, 2025, the Company had no other instruments that required classification as a derivative liability.

Private Placement – January 2026

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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.

As of June 30, 2026, the Company had completed closings under the January 2026 PIPE for an aggregate of 2,093,305 shares of common stock and warrants to purchase 2,093,305 shares of common stock, resulting in gross proceeds of approximately $ 15,071,783 .

Warrants Issued in Connection with the January 2026 PIPE

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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 aggregate proceeds of $ 15,071,783 received during the six months ended June 30, 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 $ 8,993,916 allocated to common stock and $ 6,077,867 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 April 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.

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Expected Term

Aggregate Warrant Fair Value

Aggregate Warrant

January 29, 2026

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March 20, 2026

April 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.

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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.

As of June 30, 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

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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 .

During the six months ended June 30, 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.

There were no transactions under the Equity Purchase Agreement during the three months ended June 30, 2026 or during the three and six months ended June 30, 2025.

In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill in March 2025.

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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.

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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:

In April 2026, the Company’s Board of Directors approved the acceleration of vesting for certain outstanding unvested shares of restricted stock previously granted to employees, directors, and scientific advisory board members, such that 734,356 shares that would otherwise have vested on their original vesting schedules vested immediately on April 30, 2026.

The accelerated shares related to awards originally granted on July 12, 2024, June 5, 2025, September 25, 2025, and November 6, 2025.

The acceleration was accounted for as a modification under ASC 718-20.

Based on the $4.30 closing stock price on April 30, 2026, the Company recognized stock-based compensation expense of $ 4,781,116 related to the accelerated shares during the three and six months ended June 30, 2026, representing the previously unrecognized compensation cost associated with the original awards that was accelerated into the period.

As of June 30, 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 and six months ended June 30, 2026 to be $ 0 and $ 1,599,700 , respectively, and $ 1,498,000 and $ 3,314,500 during the three and six months ended June 30, 2025, 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 and six months ended June 30, 2026, the Company recognized $ 5,651,913 and $ 8,384,311 , respectively, of stock-based compensation expense, and for the three and six months ended June 30, 2025, the Company recognized $ 3,526,076 and $ 20,923,850 , respectively, of stock-based compensation expense, which is included in the condensed consolidated statements of operations.

As of June 30, 2026, there was unamortized stock-based compensation of approximately $ 409,923 , which the Company expects to recognize over approximately 1 year.

The increase in stock-based compensation expense for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods is primarily attributable to the acceleration of vesting described above.

The activity related to restricted stock during the six months ended June 30, 2026 is summarized as follows:

Schedule of restricted stock units activity

4 unchanged sentences

Shares of restricted stock at December 31, 2025

Shares of restricted stock at March 31, 2026

Shares of restricted stock at June 30, 2026

Vesting Activity of Restricted Stock

3 unchanged sentences

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.

Unvested at June 30, 2026

During the three and six months ended June 30, 2026, the Company withheld 382,573 and 776,777 shares of common stock, respectively, from recipients upon restricted stock vesting in order to cover their tax liabilities associated with such vesting events, including shares vested in connection with the acceleration described above.

The fair value of the shares withheld at the respective vesting dates of $ 1,844,020 and $ 5,215,432 , respectively, is reflected as a treasury stock transaction.

As of June 30, 2026 and December 31, 2025, the Company had not remitted the income taxes on behalf of the recipients, and therefore $ 9,452,272 and $ 2,769,482 , respectively, is included in accrued restricted stock tax withholding obligations in the accompanying condensed consolidated balance sheets, which includes accrued interest and penalties of $ 1,530,535 and $ 578,974 , respectively, related to such unremitted amounts.

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.

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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.

No amounts have been borrowed under the facility through June 30, 2026.

The debt issuance costs are

being amortized over the term of the line of credit.

Amortization of debt issuance costs amounted to $167,951 and $335,896 for the three

and six months ended June 30, 2026, respectively, and $167,951 and $335,903 for the three and six months ended June 30, 2025, respectively,

and is included within interest expense in the condensed consolidated statements of operations.

As of June 30, 2026 and December 31,

2025, unamortized debt issuance costs totaled $862,609 and $1,198,505, respectively, which will continue to be amortized through October

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

These warrants expire on October 23, 2029 .

As of December 31, 2024, there were 312,500 warrants issued, outstanding and fully vested.

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

At March 31, 2026, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

At June 30, 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:

2 unchanged sentences

Risk-free interest rate:

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 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.

As of June 30, 2026 and December 31, 2025, the Company had no liabilities recorded for loss contingencies, except as described below.

License Agreement – Orient EuroPharma Co., Ltd.

On November 8, 2013, the Company entered into a collaboration agreement (“Agreement”) with Orient EuroPharma Co., Ltd.

November 8, 2013, the Company entered into a collaboration agreement (“Agreement”) with Orient EuroPharma Co., Ltd.

(“OEP”), pursuant to which the parties will develop certain licensed products defined in the Agreement.

NeOnc will license OEP the right to commercialize the Company’s drug NEO100, a highly purified form of perillyl alcoho l (“Licensed Product”), in the territories specified in the license agreement (“Territory”).

NeOnc will license

OEP the right to commercialize the Company’s drug NEO100, a highly purified form of perillyl alcoho l (“Licensed Product”),

in the territories specified in the license agreement (“Territory”).

In 2023, the Company sent notice to OEP indicating their intent to terminate the Agreement with OEP, after which OEP threatened litigation.

1 unchanged sentence

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.

The Company had a litigation settlement payable of $ 4,378,904 and $ 4,170,000 in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

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

5 unchanged sentences

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.

Interest expense of $ 10,862 and $ 7,500 was recognized in the condensed consolidated statements of operations for the six months ended June 30, 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 June 30, 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.

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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.

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 , is allocated to the Company and 60%, or $240,000, is allocated to the Company’s academic research collaborator at USC as subcontractor.

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.

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 , is allocated to the Company and the remainder, or approximately $ 762,000 , is allocated to USC as subcontractor.

The Company is the primary awardee under both STTR grants and is contractually responsible to the NIH for performance under the awards, including responsibility for USC’s compliance with award terms as subcontractor.

The Company receives grant funds directly from the NIH and disburses USC’s portion to USC.

The Company evaluated this arrangement and determined it acts as principal, rather than agent, with respect to the gross award proceeds, because the Company (i) is the party primarily obligated to the NIH, (ii) is responsible for the subcontractor’s performance and compliance, and (iii) controls the funds prior to disbursement to USC.

Accordingly, the Company presents the gross amount receivable from the NIH — including the portion payable to USC — as a grant receivable, with a corresponding subcontract payable to USC, rather than presenting only the Company’s own net retained portion.

The Company recognized grant income of $ 47,123 and $ 94,246 for the three and six months ended June 30, 2026, respectively, representing allowable costs incurred under the Company’s two NIH grants, which is included within interest and other income in the condensed consolidated statements of operations.

There was no comparable grant income during the three and six months ended June 30, 2025.

Correspondingly,

USC incurs subcontractor costs under the two grants, which are recognized as research and development expense with a corresponding increase

to the subcontract payable to USC.

As of June 30, 2026, cumulative unpaid subcontractor costs incurred by USC under the two grants totaled

As of June 30, 2026, the Company had a gross grant receivable of $ 601,148 , comprised of $ 165,494 related to the Company’s own allowable costs and $ 435,655 related to amounts due to USC, and a corresponding subcontract payable to USC of $ 435,654 , included within accounts payable – related parties.

As of December 31, 2025, the Company had a gross grant receivable of $ 71,247 .

Note 12 – Segment Reporting

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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.

The following supplemental information, which is regularly provided to the CODM, breaks down the research and development costs for the three and six months ended June 30, 2026 and 2025, respectively.

Schedule of segment reporting

Three Months Ended

Six Months Ended

Significant and other segment expenses:

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Interest expense

Loss on change in fair value of derivative liability related to Series A preferred stock

Gain on change in fair value of derivative liability

1 unchanged sentence

Interest and other income

Three Months Ended

Significant and other segment expenses:

Total research and development expense

Advisory fees related parties

Legal and professional

Employee compensation expenses

Amortization of debt issuance

Investor relations

Stock based compensation

Other general and administrative expense

Interest expense

Loss on change in fair value of derivative liability related to Series A preferred stock

Other expense

Interest and other income

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.

July 1, 2026, the Board of Directors elected Nasim Shomali as a Class II director, effective immediately, to serve until the Company’s

2027 annual meeting of stockholders.

In connection with her appointment, Ms.

Shomali was granted 50,000

shares of restricted stock, which fully vest after 6 months.

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