What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-15 compared with 2025-04-11 · 644 added, 737 removed, 247 unchanged (85% of the section changed)

9 unchanged sentences

this Annual Report on Form 10-K, entitled “Risk Factors.” References in this discussion and analysis to “us,”

“we,” “our,” or “the Company” refer collectively to TNF Pharmaceuticals, Inc.

financial statements are prepared in accordance with GAAP.

These accounting principles require us to make certain estimates, judgments

and assumptions.

We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available

to us at the time that these estimates, judgments and assumptions are made.

These estimates, judgments and assumptions can affect the

reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and

expenses during the periods presented.

Our financial statements would be affected to the extent there are material differences between

these estimates and actual results.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP

and does not require management’s judgment in its application.

There are also areas in which management’s judgment in selecting

any available alternative would not produce a materially different result.

The following discussion should be read in conjunction with

our financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

“we,” “our,” or “the Company” refer collectively to Q/C Technologies, Inc.

financial statements are prepared in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”) and SEC rules and regulations.

accounting principles require us to make certain estimates, judgments and assumptions.

We believe that the estimates, judgments and

assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and

assumptions are made.

These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the

date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.

financial statements would be affected to the extent there are material differences between these estimates and actual results.

many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require

management’s judgment in its application.

There are also areas in which management’s judgment in selecting any available

alternative would not produce a materially different result.

The following discussion should be read in conjunction with our

financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Annual Report on Form 10-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (the

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the Nasdaq Capital Market;

availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and realize

availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts, including prototype development and commercialization of our laser-based computing business, and realize

potential profits;

ability to develop and commercialize our product candidates, including Isomyosamine, Supera-CBD and other future product candidates;

impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates,

both within and outside of the U.S.;

required investment of substantial time, resources and effort for successful clinical development and marketization of our product

we may face with maintaining regulatory approval, if achieved;

ability to develop and commercialize the qc-LPU100 laser-based computing system and to realize value from our legacy pharmaceutical assets,

including Isomyosamine and Supera-CBD;

impact of the complexity of the regulatory landscape on our ability to obtain certification for our laser-based

computing products, including hardware certifications for the qc-LPU100, and on the regulatory status of our legacy pharmaceutical

product candidates, both within and outside of the U.S.;

potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;

potential future impact of pandemics on the administration, funding and policies of regulatory authorities, both within and outside

dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

impact of the future pandemics on our results of operations, business plan and the global economy;

we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third

party payors and the general medical community;

impact of pricing, insurance coverage and reimbursement status of our product candidates;

competition and rapidly advancing technology in our industry;

dependence on third parties, including LightSolver Ltd.

for licensed technology, and third-party contractors for the development and manufacture of our laser-based computing products and the maintenance of our legacy pharmaceutical assets;

we may face with respect to our laser-based computing products achieving market acceptance by customers, and the value of our legacy pharmaceutical product candidates;

competition and rapidly advancing technology in our industries, including from established semiconductor companies, photonic and quantum computing competitors, and pharmaceutical

ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary

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ability to maintain adequate cyber security and information systems;

ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc.

ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;

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compliance with all laws, rules, and regulations applicable to our business.

is a clinical stage pharmaceutical company committed to extending healthy lifespan.

TNF is focused on developing and commercializing

two therapeutic platforms based on well-defined therapeutic targets, Isomyosamine and Supera-CBD:

Isomyosamine is a clinical

stage small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not limited to) sarcopenia,

frailty, adverse effects of drugs used to treat diabetes and obesity, rheumatoid arthritis, and inflammatory bowel disease.

indication for which Isomyosamine is being developed is to treat age-related frailty and sarcopenia.

Isomyosamine works by regulating

the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”)

Supera-CBD is a synthetic

analog of CBD being developed to treat various conditions, including, but not limited to, epilepsy, pain and anxiety/depression,

through its effects on the CB2 receptor, opioid receptors and monoamine oxidase enzyme (“MAO”) type B.

to Supera-CBDTM were previously owned by Supera Pharmaceuticals, Inc.

(“Supera”) and were acquired by MyMD Florida (as defined

below) immediately prior to the closing of the Merger (as defined below) that occurred in 2021.

October 2023, the Company implemented a reduction in workforce, eliminating three of the Company’s ten employees.

Separated employees

were granted a severance package equal to one-quarter of their annual salary.

June 7, 2023, the Company granted the three separated employees’ options to purchase an aggregate of 7,668 shares of Common Stock

with an exercise price of $47.10 per share.

As consideration for a waiver and release in their separation agreements, the Company amended

the employees’ respective June 7, 2023 option agreements to accelerate vesting of the portion of optioned shares that otherwise

would have vested upon the first and second anniversaries of the date of grant.

The options have an exercise period of twelve months

from the date of separation.

of December 31, 2024, the Company’s cash on hand was $173,154 and marketable securities were $8,345,082.

The Company has incurred

a net loss attributable to shareholders of $27,161,219 for the year ended December 31, 2024.

As of December 31, 2024,

the Company had working capital of $2,710,626 and stockholders’ equity of $9,789,740 including an accumulated deficit of $129,138,286.

During the year ended December 31, 2024, cash flows used in operating activities were $8,976,347.

The Company does not currently have

sufficient available liquidity to fund its operations for at least the next 12 months.

Such factors raise substantial doubt about our

ability to sustain operations for at least one year from the issuance of the audited financial statements included in this Annual Report.

The accompanying financial statements do not include any adjustments related to the carrying amounts of assets or liabilities.

response to these conditions and events, we are evaluating various financing strategies to obtain sufficient additional liquidity to

meet our operating and capital requirements for the next twelve months following the date of this Annual Report.

The potential sources

of financing that we are evaluating include one or any combination of secured or unsecured debt, convertible debt and equity in both

public and private offerings.

We also plan to finance near-term operations with our cash on hand, as well as by exploring additional

ways to raise capital.

The sources of financing described above that could be available to us and the timing and probability of obtaining sufficient capital

depend, in part, on our further developing and commercializing our product candidates and on future capital market conditions.

current assumptions regarding the pace of such development are incorrect, or if there are any other changes or differences in our current

assumptions that negatively impact our financing strategy, we may have to reduce expenditures or significantly delay, scale back or discontinue

the development or commercialization of our product candidates.

There is no assurance

we will manage to raise additional capital or otherwise increase cash flows, if required.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

March 17, 2025, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing

bid price of the Company’s Common Stock for the 30 consecutive business days between January 30, 2025, to March 14, 2025, the Company

did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq

Listing Rule 5550(a)(2).

The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or

until September 15, 2025 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s Common Stock must maintain a minimum

closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period.

In the event the Company does not

regain compliance by the end of the Compliance Period, the Company may be eligible for an additional 180 calendar days to regain compliance.

There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or

that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.

event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities.

has historically been engaged in the development and commercialization of two therapeutic platforms based on well-defined targets:

and Supera-CBD.

Recently, the Company has shifted its business strategy to focus on energy-efficient blockchain and cryptocurrency infrastructure

through quantum-class laser-based computing.

The Company’s core strategy leverages an exclusive global licensing agreement with

LightSolver Ltd.

(“LightSolver”) to deploy innovative laser processing units (“LPUs”), specifically the Company-branded

qc-LPU100™ (“qc-LPU100”), which harnesses the natural properties of light with the goal of achieving high computational

speed and energy efficiency.

The qc-LPU100 is intended to address complex combinatorial and physical problems, such as partial differential

equations, and is targeted for applications in cryptocurrency, decentralized physical infrastructure tokens (“DePin Tokens”),

and artificial intelligence-driven high-performance computing that relies on decentralized networks.

The Company seeks to position itself

as a first-mover in bridging laser-based computing with cryptocurrency infrastructure, addressing industry challenges including high

energy consumption, scalability limitations, and reliance on traditional graphics processing units (“GPUs”).

LPUs are designed

to operate at room temperature in standard rack-unit sizes and are intended to outperform GPUs and quantum processing units (“QPUs”)

in speed, efficiency, and sustainability, while enhancing blockchain security.

Company is evaluating the potential divestiture of Isomyosamine and Supera-CBD to fund its new strategic focus, with the objective of

creating long-term stockholder value.

Consulting Agreement

January 16, 2026, the Company entered into a consulting agreement (the “Consulting Agreement”) with Chelsea Voss (the “Consultant”),

a current director of the Company, pursuant to which, the Consultant agreed to provide certain consulting services to the Company, including

evaluating companies and making related introductions, analyzing technologies and operations, reviewing and advising on potential acquisitions

and any other consulting or advisory services which the Company reasonably requests that the Consultant provide to the Company.

The Consulting

Agreement has a term of twelve (12) months, unless earlier terminated pursuant to the terms of the Consulting Agreement or upon the mutual

written consent of the Company and the Consultant in accordance with the terms of the Consulting Agreement.

to the Consulting Agreement, the Company agreed to (i) pay the Consultant a monthly fee equal to $12,500 (or, $150,000 annually)

payable in arrears on a monthly basis, (ii) grant to the Consultant 212,500 restricted stock units, subject to the terms and conditions

of the Company’s standard restricted stock unit award agreement and the Q/C Technologies, Inc.

2021 Equity Incentive Plan, as amended

(the “Plan”), which vest in four substantially equal installments on the quarterly anniversaries of the issuance date, provided

that the Consultant continues to provide services to the Company through such applicable vesting dates and subject to the related restricted

stock unit award agreement, and (iii) grant to the Consultant stock options to purchase up to an aggregate of 212,500 shares of Common

Stock at an exercise price equal to the greater of (a) $5.097 per share and (b) the fair market value per share of Common Stock on the

date of grant (the “Consultant Options”), subject to the terms and conditions of the Company’s standard nonqualified

stock option award agreement and the Plan.

The Consultant Options vest and become exercisable in four (4) substantially equal installments

on each quarterly anniversary of the issuance date, provided that the Consultant continues to provide services to the Company through

such applicable vesting dates.

Employment Agreement

On April 13, 2026, the Company entered into an executive

compensation agreement (the “Employment Agreement”) with Joshua Silverman, who serves as the Company’s Executive Chairman,

setting forth the terms and conditions of Mr.

Silverman’s continued employment as a member of the Company’s Board of Directors

and as the Company’s Executive Chairman.

The Employment Agreement has a three-year initial term commencing on April 13, 2026 (the

“Effective Date”), which term automatically renews each year for successive one-year terms, unless earlier terminated by either

party in accordance with the terms of the Employment Agreement.

The Employment Agreement provides that Mr.

will be entitled to receive an annual base salary of one hundred and twenty thousand dollars ($120,000) (“Base Salary”), payable

in accordance with the Company’s normal payroll practices.

For each fiscal year during the employment period, Mr.

Silverman is eligible

to receive an annual bonus upon achievement of target objectives and performance criteria, payable on or before March 15 of the fiscal

year following the fiscal year to which the bonus relates.

The Employment Agreement also entitles Mr.

Silverman to receive customary benefits

and reimbursement for ordinary business expenses.

Pursuant to the Employment Agreement, Mr.

is entitled to receive, on the Effective Date and subsequently on the first day of each calendar quarter thereafter, a number of fully

vested restricted stock units (“RSUs”) equal to an aggregate value of $60,000 per grant calculated based on the closing price

of the Company’s Common Stock as of the grant date or the closing price of the last preceding business day if the grant date is

not a business day (rounded down for any fractional shares).

The RSUs granted pursuant to the Employment Agreement are subject to the

terms and conditions of the Company’s standard restricted stock unit award agreement and the Company’s long-term equity incentive

With respect to the RSU grants provided in the Employment Agreement, the Company further agreed to provide Mr.

Silverman with an

additional lump-sum cash payment equal to any estimated personal income and applicable employment taxes to be withheld or paid in connection

Silverman’s receipt of the applicable RSUs.

In the event Mr.

Silverman’s employment is terminated

by the Company for Cause (as defined in the Employment Agreement) or by Mr.

Silverman without Good Reason (as defined in the Employment

Agreement), Mr.

Silverman will be entitled to:

(i) any earned but unpaid Base Salary earned during his employment and applicable to all

pay periods prior to the termination date, and (ii) any unpaid expense reimbursements and vested amounts and benefits in accordance with

the terms of any applicable plan, program, corporate governance document, policy, agreement or arrangement of the Company (collectively,

“Accrued Compensation”).

Silverman’s employment is terminated

prior to the end of the term by the Company without Cause or by Mr.

Silverman for Good Reason, then, subject to certain conditions set

forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), Mr.

Silverman will be entitled

(i) Accrued Compensation;

(ii) severance equal to two times the sum of (A) Mr.

Silverman’s Base Salary in effect at the time

his employment terminates and (B) the target bonus for the year of termination prorated based upon the number of days worked for the year

of termination;

and (iii) accelerated vesting of the unvested portion of any outstanding equity awards.

Silverman’s employment is terminated

prior to the end of the term by the Company without Cause or by Mr.

Silverman for Good Reason within two (2) years after a Change in Control

(as defined in the Employment Agreement) or within six (6) months prior to a Change in Control, Mr.

Silverman will be entitled to:

Accrued Compensation;

(ii) severance equal to three times the sum of (A) Mr.

Silverman’s Base Salary in effect at the time his employment

terminates and (B) the target bonus for the year of termination prorated based upon the number of days worked for the year of termination;

and (iii) accelerated vesting of the unvested portion of any outstanding equity awards.

The Employment Agreement also contains customary

provisions relating to, among other things, confidentiality and non-disparagement.

Operations Overview

will not generate revenue from product sales unless and until we successfully complete clinical development, obtain regulatory approval

for, and successfully commercialize our Isomyosamine and Supera-CBD product candidates.

The lengthy process of securing marketing approvals

for new drugs requires the expenditure of substantial resources.

Any significant delay or failure to obtain regulatory approvals would

materially adversely affect our product candidate’s development efforts and our business overall.

In addition, if we obtain regulatory

approval for Isomyosamine and/or Supera-CBD, we expect to incur significant expenses related to developing our commercialization capability

to support product sales, marketing, manufacturing and distribution activities.

anticipate that our expenses will increase significantly as we:

the development of our Isomyosamine and Supera-CBD;

and continue research and preclinical and clinical development of potential new product candidates;

expand and protect our intellectual property as it pertains to Isomyosamine and Supera-CBD;

our infrastructure and facilities to accommodate our growing employee base and ongoing development activities;

agreements with contract research organizations, or CROs, and third-party contract manufacturing organizations, or CMOs, in connection

with our Supera-CBD preclinical studies, Isomyosamine ongoing and planned clinical trials, Supera-CBD clinical trials and the development

of our manufacturing capabilities for Isomyosamine and Supera-CBD;

the large-scale manufacturing processes and capabilities for the commercialization of our Isomyosamine and Supera-CBD drug products;

marketing approvals for our Isomyosamine and Supera-CBD product candidates that successfully complete clinical trials and

a sales, marketing and distribution infrastructure to commercialize Isomyosamine and Supera-CBD should we obtain marketing approval

Company is a pre-revenue company that has not generated any revenue from product sales to date.

The Company’s primary revenue opportunity

is its laser-based computing business, through which it intends to generate revenue from a combination of hardware sales, leasing arrangements,

subscription-based access to LPU clusters, and potential licensing or royalty arrangements associated with the integration of its technology

into blockchain infrastructure or other computing platforms.

In addition, the Company holds legacy pharmaceutical assets, including

the Isomyosamine and Supera-CBD product candidates.

The Company does not expect to generate revenue from these pharmaceutical assets

and is evaluating strategic alternatives, which may include divestiture or out-licensing.

anticipate that our expenses will increase significantly as we advance the development and commercialization of our laser-based computing business, including prototype development,

performance benchmarking, pilot testing, hardware certifications, manufacturing, and deployment of LPU systems.

a result of these anticipated expenditures, we will need substantial additional funding to support our continuing operations and pursue

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of our Results of Operations

have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the near future.

If our research and development efforts with Isomyosamine and Supera-CBD are successful, we may generate revenue from product sales or through

license agreements with third parties.

have not generated any revenue from product sales and do not expect to generate any revenue from the sale of pharmaceutical products

in the near future.

With respect to our laser-based computing business, the Company intends to generate revenue through a combination of hardware sales, leasing arrangements, and service-based offerings, including subscription-based

access to LPU clusters and potential licensing or royalty arrangements.

operating expenses are broken into several components, including research and development and general and administrative costs.

expect operating expenses to increase as we progress through the various clinical trials in the development of Isomyosamine and Supera-CBD.

We expect operating expenses to increase as we advance prototype development, performance benchmarking, pilot testing,

and early commercialization activities for our laser-based computing business, and as we incur costs to maintain our legacy pharmaceutical

assets, including Isomyosamine and Supera-CBD, while we evaluate strategic alternatives.

and Development

research and development expenses primarily consist of costs associated with the development of Isomyosamine and Supera-CBD.

These costs include,

but are not limited to:

agreements with third parties including contract research organizations, preclinical activities and clinical trials;

research and development expenses consist of costs associated with both our laser-based computing business and the maintenance of

our legacy pharmaceutical product candidates, Isomyosamine and Supera-CBD.

For our laser-based computing business, these costs

include prototype development expenses for the qc-LPU100, performance benchmarking activities, LightSolver licensing costs,

consulting and general development expenses, and related engineering and technical costs.

For our legacy pharmaceutical business,

these costs include, but are not limited to:

agreements with third parties, including contract research organizations, for the maintenance of legacy pharmaceutical programs;

consultants including fees and expenses;

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application and maintenance costs to protect our intellectual property.

of our two employees are principally involved in research and development activities for either Isomyosamine or Supera-CBD.

Their salaries,

wages and benefits are captured as a component of research and development but not allocated to specific projects.

of our two employees are principally involved in research and development activities for either the laser-based computing business

or our legacy pharmaceutical product candidates, Isomyosamine or Supera-CBD.

Their salaries, wages and benefits are captured as a

component of research and development but not allocated to specific projects.

utilize third party contractors and consultants with expertise in specific research or development activities to perform work under the

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our staff more efficiently.

is difficult to project with absolute accuracy the duration or final cost of the development of Isomyosamine and Super-CBD or if revenue will

be generated from the commercialization of these components.

The process of achieving regulatory approval is very costly and time consuming.

A few of the many factors that contribute to costs of duration include:

and scope of pre-clinical trials;

phases of clinical development and the stage of our product candidates in the cycle;

subject trial costs;

number of sites required for the trials and the availability of appropriate sites to perform the trials;

time that is required to enroll the appropriate number of trial participants;

time required to achieve the approval of regulatory agencies.

is difficult to project with absolute accuracy the duration or final cost of the development of our laser-based computing products,

including the qc-LPU100, or our legacy pharmaceutical product candidates, Isomyosamine and Supera-CBD, or if revenue will be

generated from the commercialization of any of these products.

For our laser-based computing business, costs will depend on the pace

of prototype development, benchmarking results, regulatory certifications, and deployment timelines.

For our legacy pharmaceutical

business, the process of achieving regulatory approval is very costly and time consuming.

and Administrative

and administrative expenses primarily consist of salaries, wages and benefits for our employees in the executive, legal and accounting

and administrative expenses primarily consist of salaries, wages and benefits for our employees in the executive and accounting

functions and third-party costs for legal, accounting, insurance, investor relations, stock market and board expenses.

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to key staff and consultants.

Franchise Tax Expenses

Franchise taxes paid to

the State of Delaware based on the number of authorized shares of Common Stock.

Warrant Issuance Expense

The bifurcated

fair market value of warrants issued with the private placement of Series F-1 Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock.

Income (Expense), net

income (expense), net consists of interest and dividends earned on our cash, cash equivalents, and investments, gains on the sale marketable

securities, losses on equity investments, gains on the forgiveness of debt and an uninsured casualty loss.

securities, losses on equity investments, and an uninsured casualty loss.

of Operations

of Statements of Operations for the Years Ended December 31, 2025 and 2024

are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, Isomyosamine and Supera-CBD.

The following table summarized the results of operations for the years ended December 31, 2025 and 2024.

For the Year Ended

the Years Ended

Administrative

& Development Expenses

Based Compensation

F-1 Warrant Issuance Expenses

G Warrant Issuance Expenses

H Warrant Issuance Expenses

Operating Expenses

General and Administrative

Research and Development

Stock Based Compensation

Series F Warrant Issuance Expenses

Series F-1 Warrant Issuance Expenses

Series G Warrant Issuance Expenses

Total Operating Expenses

Loss from Operations

(10,168,790 )

from Operations

(10,168,790 )

Other Income (Expense), net

Other Income/Expense

(13,190,544 )

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(23,359,334 )

Preferred Stock Dividends

Net Loss Attributable to Common Shareholders

Stock Dividends

Loss Attributable to Common Stockholders

(14,943,898 )

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Stock Market & Investor Relations Costs

Other Administrative Costs

Total Administrative Expense

costs decreased $759,850 during the year ended December 31, 2024.

We reduced administrative staffing during the year ended December

31, 2023, from four full-time positions to two and renegotiated one staff members compensation during the year ended December 31,

In addition, two research and development staff members had 20% of their salaries allocated to general administrative

expenses to recognize their areas of responsibility.

One of these staff members separated during the year ended December 31, 2023, and

the other during the year ended December 31, 2024.

As of December 31, 2024, we have two full-time administrative staff members.

services costs increased $206,050 during the year ended December 31, 2024.

These costs include the consulting fees for our Interim

Chief Financial Officer and 20% of the consulting fees for our President and Chief Medical Officer.

Other costs include legal,

accounting and audit, and specialized consulting services related to the initial and quarterly calculation of the fair market value

of the Series F Preferred Stock, Series F-1 Preferred Stock and Series G Preferred Stock and their

market and investor relations costs decreased $102,496 during the year ended December 31, 2024.

These costs include the annual Nasdaq

listing fees, activities related to keeping the stockholder base informed through press releases, presentations and other communication

efforts, transfer agent fees, and the costs of annual stockholder meetings.

The decrease is attributed to a reduction in consulting fees and stockholder meeting expenses.

administrative expenses decreased $624,683 during the year ended December 31, 2024.

These costs include Board expenses, business insurance,

corporate travel, and other general business expenses.

The decrease is attributable to decreases in Board expenses, business insurance expenses, facility leasing expense,

and corporate travel expenses.

Other Administrative Expense

Total Administrative Expenses

Personnel costs decreased $270,857, or 41%, during the year ended December

31, 2025, as compared to the year ended December 31, 2024.

The decrease is primarily driven by the fact that during the year ended December

31, 2024, we renegotiated a staff members compensation package resulting in a savings of $240,000 on an annualized basis.

As of December

31, 2025, we have two full-time administrative staff members.

Professional services costs increased $192,822, or 15.4%, during the year

ended December 31, 2025, as compared to the year ended December 31, 2024.

These costs include the consulting fees for our Interim Chief

Financial Officer, 20% of the consulting fees for our Chief Medical Officer, legal, accounting and audit fees, general business consulting,

and specialized valuation services related to the initial and quarterly calculation of the fair market value of the preferred stock and

components and the acquisition of the LightSolver license.

The increase is primarily driven by an increase in costs associated with valuation

services and recruiting fees.

Stock market and investor relations costs decreased $93,901, or 11.8%, during

the year ended December 31, 2025, as compared to the year ended December 31, 2024.

These costs include the annual Nasdaq listing fees,

activities related to keeping the stockholder base informed through press releases, presentations and other communication efforts, transfer

agent fees, and the costs of annual stockholder meetings.

The decrease is primarily driven by the fact that during the year ended December

31, 2024, we engaged a public relations group to perform a media blitz to generate interest in the Company and its product candidates

at a cost of $145,000, this program was not repeated in year ended December 31, 2025.

In addition, we saw additional savings related to

periodic filing and stock exchange fees which were offset by increases in expenses related to the annual stockholders’ meeting and

transfer agent fees.

Other administrative expenses decreased $253,716, or 17.9%, during the year

ended December 31, 2025, as compared to the year ended December 31, 2024.

These costs include Board expenses, business insurance, corporate

travel, and other general business expenses.

The decrease is attributable to decreases in Board and business insurance expenses.

and Development Expenses

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of change year-over-year:

For the Year Ended

Salaries and Wages

For the Years Ended

Personnel Costs

Development Programs

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Regulatory Expenses

Other Research and Development Expenses

Total Research and Development Expenses

and wages decreased $1,059,574 during the year ended December 31, 2024.

We reduced administrative staffing during the year ended

December 31, 2023, from six full-time positions to four and the remaining full-time staff separated during the year ended December

Two research and development staff members had 20% of their salaries allocated to general administrative expenses to

recognize their areas of responsibility.

One of these staff members separated during the year ended December 31, 2023, and the other

during the year ended December 31, 2024.

Other Research & Development Expense

Total Research & Development Expenses

Salaries and wages decreased $462,552, or 65.5%, during the year ended December

31, 2025, as compared to the year ended December 31, 2024.

During the year ended December 31, 2024, four full-time staff members separated

from the Company.

As of December 31, 2025, we have no full-time research and development staff members.

program costs include those associated with pre-clinical development, clinical trials and other material and development programs.

Costs decreased $3,205,377 during the year ended December 31, 2024, compared to the year ended December 31, 2023, a result of the

completion of pre-clinical toxicology studies and the Phase 2 Sarcopenia clinical trial, the analysis of the Phase 2 Sarcopenia

study results, and the acquisition of base compounds for use in on-going studies.

During the year ended December 31, 2024, we engaged

a new Contract Research Organization and began preparing materials for the Phase 2b Sarcopenia clinical trial.

services costs decreased $12,137 during the year ended December 31, 2024, as compared to the year ended December 31, 2023.

These costs include the 80% of the consulting fees for our President and

Chief Medical Officer, other consulting services , and legal and patent related

fees associated with the protection of our intellectual property.

expenses decreased $21,184 during the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Regulatory expenses include clinical research organizations (CRO)

and regulatory consulting fees associated with Phase 2 clinical study designs, protocol preparations and the maintenance of the investigator

research and development expenses decreased $128,513 during the year ended December 31, 2024, as compared to the year ended December 31, 2023.

These expenses include laboratory supplies,

training and travel while working with third-party trial sites.

The decrease is attributable to specialized

freight costs for materials and travel in support of the studies and data analysis of the Phase 2 Sarcopenia trial results.

the year ended December 31, 2024, stock-based compensation totaled $1,057,271.

These expenses include stock options issued to directors, staff,

and service providers.

During the year ended December 31, 2023, stock-based compensation totaled $3,049,537 for stock options issued

to staff and service providers, restricted stock units and Common Stock warrants issued for services.

Development program costs include those associated with pre-clinical development,

clinical trials and other material and development programs for the biologics segment and consulting and general development expenses

for the technology segment, including costs related to the development of the qc-LPU100 prototype, performance benchmarking, and LightSolver

licensing activities.

Costs increased $507,081, or 21.2%, during the year ended December 31, 2025, as compared to the year ended December

The increase is attributed to increases in expenses related to the biologic products, including drug products and clinical projects

offset by a reduction of expenses for pre-clinical projects and the startup and consulting expenses related to the technology product.

Professional services costs decreased $18,132, or 5.7%, during the year

ended December 31, 2025, as compared to the year ended December 31, 2024.

These costs include the scientific advisory board, general consulting

services, legal and other fees associated with the maintenance of the Company’s intellectual property.

The decrease is associated

with a decline in legal and scientific advisory board fees offset by an increase in general consulting services.

Regulatory expenses decreased $390, or 100%, during the year ended December

31, 2025, as compared to the year ended December 31, 2024.

Regulatory expenses include audits, registration fees and other regulatory

During the year ended December 31, 2025, the Company did not incur any regulatory expenses.

Other research and

development expenses increased $4,824, or 16.1%, during the year ended December 31, 2025, as compared to the year ended December 31,

These expenses include laboratory supplies, shipping and freight expenses, training, and travel while working with third-party

The increase is attributable to an increase in specialized freight costs for materials offset by decreases in global

licensing and travel in support of the various studies.

Stock-based compensation increased $517,253 during the year ended December

31, 2025, as compared to the year ended December 31, 2024.

During the year ended December 31, 2025, stock-based compensation totalled

$2,174,524 as follows:

$148,584 for the amortization of the final tranche of stock options issued to directors, staff, and service providers during the year ended December 31, 2023.

$40,906 for 1,250 stock options issued to staff and service providers in April 2025.

The fair value of the stock options was determined using the Black-Scholes method (exercise price $18.32 per share, stock price $18.32 per share, volatility of 123.72%, discount rate of 4.34%, and a ten-year term).

The options vested upon issuance.

$72,341 for 1,543,300 shares of common stock issued to a service provider

in August 2024.

The fair value of the common stock was determined using the Black-Scholes method (common stock price $0.0486, volatility

of 127.42%, discount rate of 4.23%, and a ten-year term).

The shares were subject to approval by the shareholders which was received November

$42,433 for 7,594 restricted stock units issued to a service provider in October 2025.

The fair value of the restricted stock units was determined using the Black-Scholes method (exercise price $5.75 per share, stock price $3.95 per share, volatility of 128.39%, discount rate of 4.13%, and a ten-year term).

The restricted stock units vested upon issuance.

$1,249,245 for 225,000 restricted stock units issued to directors, staff, and service providers in October 2025.

The fair value of the restricted stock units was determined using the Black-Scholes method (exercise price $5.75 per share, stock price $5.75 per share, volatility of 128.39%, discount rate of 4.13%, and a ten-year term).

The 17,287 restricted stock units vested upon issuance.

The remaining 207,713 restricted stock units were subject to the approval of an expansion of the common stock available under the Company’s 2023 Stock Incentive Plan by the shareholders which occurred on November 14, 2025.

$120,698 for 25,000 stock options issued to a service provider in October 2025.

The fair value of the stock options was determined using the Black-Scholes method (exercise price $5.00 per share, stock price $5.00 per share, volatility of 127.42, discount rate of 4.23%, and a ten-year term).

The stock options vested upon issuance.

$500,317 for 75,000 stock options issued to a service provider in December 2025.

The fair value of the stock options was determined using the Black-Scholes method (exercise price $6.90 per share, stock price $6.90 per share, volatility of 129.29, discount rate of 4.17%, and a ten-year term).

The stock options vested upon issuance.

the year ended December 31, 2024, stock-based compensation totalled $1,060,444.

These expenses represent the amortization for two tranches

of vested stock options issued to directors, staff, and service providers during the year ended December 31, 2023.

tax expense increased $159,502 during the year ended December 31, 2025, as compared to the year ended December 31, 2024.

paid to the State of Delaware, are based on the total number of authorized shares of our Common Stock.

The increase is therefore primarily driven by the increase in our authorized shares of Common Stock

during the year ended December 31, 2025.

31, 2024, we did not issue any new stock options or restricted stock units to staff or service providers.

Issuance Expenses

issuance expenses declined $1,244,185 during the year ended December 31, 2025, as compared to the year ended December 31, 2024.

expenses represent the bifurcated fair market value of warrants issued in conjunction with public and private placements of our preferred

Preferred Stock Issuance Expenses

the year ended December 31, 2025, we incurred expenses totaling $264,417 related to the issuance of Series H Preferred Stock.

the year ended December 31, 2024, we incurred expenses totaling $539,097 related to the issuance of the Series F-1 Preferred Stock and

$969,505 related to the issuance of the Series G Preferred Stock.

Income and Expense

1 unchanged sentence

year-over-year:

the Years Ended

Dividend Income

Gain on Sale of

Marketable Securities

Gain on changes in fair

value of Marketable Securities

Gain/(Loss) on changes in fair

value of Derivative Liabilities

Gain/(Loss) on changes in fair

value of Warrant Liabilities

For the Years Ended

Interest & Dividend Income

Gain on Sale of Marketable Securities

Gain on changes in fair value of Marketable Securities

Gain/(Loss) on changes in fair value of Derivative Liabilities

Loss on changes in fair value of Warrant Liabilities

Loss on Issuance of Stock

Casualty Gain/(Loss)

Other Income/(Expense)

Loss on investment in Oravax Medical

Loss on changes in fair value of the Contingent Consideration Liabilities

Recovery on Uninsured Casualty Loss

Total Other Income/Expense

(13,190,544 )

expenses, net of income, totaled $13.169,544 for the year ended December 31, 2024, and other income, net of expenses, totaled $13,123,102

for the year ended December 31, 2023.

the year ended December 31, 2024 interest and dividend income, the changes in fair value of our investments and realized gains from the

sale of investments are primarily the availability of funds available for investment and the fluctuation of interest rates due to market conditions.

expenses, net of income, totaled $1,779,765 for the year ended December 31, 2025, and totaled $13,190,544 for the year ended December 31,

During the year ended December 31, 2025, interest and dividend income decreased

$126,421, or 35.9% as compared to the year ended December 31, 2024, related to the availability of funds available for investment and

the fluctuation of interest rates due to market conditions.

Other investment related activities increased $38,000, or 5,663% during the

year ended December 31, 2025, as compared to the year ended December 31, 2024 related to fluctuations in market conditions.

the year ended December 31, 2025, we recorded income of $983,000 related to the changes in fair value of the derivative liabilities.

the Series H Derivative (as defined herein), we recorded a gain of $983,000.

We estimated the $0 fair value of the bifurcated

embedded derivative at December 31, 2025 using a Monte Carlo simulation model, with the following inputs:

the fair value of our common

stock of $1.15 on the valuation date, estimated equity volatility of 105.0%, estimated traded volume volatility of 320.0%, the time

to maturity of 0.5 years, a discounted market interest rate of 6.0%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and

probability of default of 3.60%.

the year ended December 31, 2024, we recorded a loss of $388,000 related to the change in fair value of the derivative liabilities.

For the Series F Derivative

(as defined herein), we recorded a gain of $61,000 , We estimated the $0 fair value of the bifurcated embedded derivative at December

(as defined herein), we recorded a gain of $61,000.

We estimated the $0 fair value of the bifurcated embedded derivative at December

31, 2024 using a Monte Carlo simulation model, with the following inputs:

10 unchanged sentences

of default of 3.60%.

the year ended December 31, 2023, we recorded a gain of $3,088,800 related to the change in fair value of the derivative liabilities.

We estimated the $61,000 fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo simulation model,

with the following inputs:

the fair value of our common stock of $0.26 ($7.80 post reverse split) on the valuation date, estimated equity

volatility of 140.0%, estimated traded volume volatility of 150.0%, the time to maturity of 0.5 year, a discounted market interest rate

of 6.40%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 3.90%.

the year ended December 31, 2024, we recorded a loss of $4,410,000 related to the change in fair value of the warrant liabilities as

30 unchanged sentences

and a risk-free interest rate of 4.10%.

the year ended December 31, 2023, we recorded a gain of $9,756,000 related to the change in fair value of the warrant liabilities.

fair value of the Warrants of approximately $867,000 was estimated at December 31, 2023 utilizing the Black Scholes Model using the following

weighted average assumptions:

dividend yield 0%;

remaining term of 4.15 years;

equity volatility of 120.0%;

and a risk-free interest

rate of 3.91%.

During the year ended December 31, 2024, we recorded a loss associated with the issuance of the Series F-1 Preferred

2 unchanged sentences

warrants issued exceeding the sum of the gross proceeds, discount and derivative derived from the placement of the preferred shares.

For the year ended December

31, 2025, we performed an analysis of the value of the Company’s investment in Oravax Medical, LLC to determine its fair-market

As a result of the analysis we determined the fair-value of the investment was $0 and we recorded a loss on the investment of $1,500,000.

The fair value of the contingent consideration for the LightSolver license

acquisition equaled $10,909,000 using the Monte Carlo Simulation valuation method (risk free interest rate of 3.70%, cash discount rate

of 8.90%, and a stock discount rate of 26.3%).

The Company recognized a loss of $1,529,000 during the year ended December 31, 2025.

the year ended December 31, 2023, we identified a casualty loss of $178,198 related to wire fraud due to a compromised electronic mail

6 unchanged sentences

of December 31, 2025, and 2024, we had U.S.

federal net operating loss carry forwards of approximately $116.5 million and $113.1 million,

respectively.

Approximately $47.1 million of the U.S.

federal net operating loss generated in tax years beginning before January 1, 2018

expire beginning with the year ending December 31, 2025 through 2037.

federal net operating loss carry forwards of $123,715,103 and $116,475,704, respectively.

$43,262,318 of the U.S.

federal net operating loss generated in tax years beginning before January 1, 2018 expire beginning with the

year ending December 31, 2026 through 2037.

The remaining U.S.

federal net operating loss of approximately

$69.4 million does not expire, however it is limited to 80% of each subsequent year’s net income.

As of December 31, 2024, and

2023, we had U.S.

state net operating loss carry forwards of approximately $55.7 million and $45.2 million, respectively, some of which

expire beginning with the year ending December 31, 2025 through 2044.

Section 382 of the Code, use of our net operating loss carryforwards is limited if we experience a cumulative change in ownership of

greater than 50% in a moving three-year period.

We experienced an ownership change as a result of the Merger and therefore our ability

to utilize our net operating loss carryforwards and certain credit carryforwards are limited.

The limitation is determined by the fair

market value of our common stock outstanding immediately prior to the ownership change, multiplied by the applicable federal rate.

is expected that the Merger caused our net operating loss carryforwards to be limited.

However, the limitation had no impact on our financial

statements since we recorded a full valuation allowance for our deferred tax assets as of December 31, 2024 and 2023 (See Note 7 to the

Consolidated Financial Statements).

federal net operating loss of $80,452,785 does not expire, however it

is limited to 80% of each subsequent year’s net income.

As of December 31, 2025, and 2024, we had U.S.

state net operating loss

carry forwards of $58,300,567 and $55,721,156, respectively, some of which expire beginning with the year ending December 31, 2026 through

Section 382 of the Code, use of our net operating loss carryforwards is limited if we experience a cumulative change in ownership of greater

than 50% in a moving three-year period.

We experienced an ownership change as a result of the Merger and therefore our ability to utilize

our net operating loss carryforwards and certain credit carryforwards are limited.

The limitation is determined by the fair market value

of our common stock outstanding immediately prior to the ownership change, multiplied by the applicable federal rate.

It is expected that

the Merger caused our net operating loss carryforwards to be limited.

However, the limitation had no impact on our financial statements

since we recorded a full valuation allowance for our deferred tax assets as of December 31, 2025 and 2024 (See Note 7 to the Consolidated

Financial Statements).

and Capital Resources

of December 31, 2024, the Company’s cash on hand was $173,154 and

As of December 31, 2025, the Company’s cash on hand was $986,996 and

marketable securities were $14,801,267.

The Company has incurred a net loss attributable to shareholders of $27,161,219 for the year ended December 31, 2024.

As of December 31, 2024,

the Company had working capital of $2,710,626 and stockholders’ equity of $9,789,740 including an accumulated deficit of $129,138,286.

The Company has incurred a net loss attributable to stockholders of $14,984,447 for the year ended

December 31, 2025.

As of December 31, 2025, the Company had working capital of $11,408,516 and stockholders’ equity of $21,751,675

including an accumulated deficit of $144,122,732.

During the year ended December 31, 2025, cash flows used in operating activities were

Since inception, the Company has met

its liquidity requirements principally through the sale of its common and preferred stock in public and private placements;

however, there

is no assurance that management will be able to obtain additional financing in the future.

of December 31, 2024, the Company’s cash on hand was $173,154 and marketable securities were $8,345,082.

The Company has incurred

a net loss attributable to shareholders of $8,218,163 for the year ended December 31, 2023.

As of December 31, 2023, the Company had

working capital of $828,253 and stockholders’ equity of $12,369,572 including an accumulated deficit of $101,977,067.

year ended December 31, 2023, cash flows used in operating activities were $12,980,625.

net cash used by operating activities during the year ended December 31,

2024, were $8,976,347, consisting primarily of a net loss of $23,359,334 a decrease in trade and other payables of $814,114 and a decrease

in deferred compensation payable of $100,538 offset by fair value adjustments for derivatives of $388,000, fair value adjustments for

warrants of $4,410,000, non-cash losses on the issuance of preferred stock of $8,846,000, non-cash share-based compensation of $1,057,271,

and non-cash compensation to a service provider of $600,000.

net cash used by operating activities during the year ended December 31, 2023, were $12,980,625, consisting primarily of a net loss of

$3,999,950 and fair value adjustments of $3,088,800 for derivatives and $9,756,000 for warrants related to offering of preferred stock offset

by non-cash share-based compensation of $3,049,537, an increase in trade and other payables of $1,042,997 and a decrease in prepaid expenses

net cash used in investing activities totaled $6,101,329 for the year ended December 31, 2024, as compared to cash provided by investing

activities totaling $1,845,726 during the year ended December 31, 2023.

During the year ended December 31, 2024, we purchased securities

totaling $12,851,809 and sold securities totaling $6,750,480.

During the year ended December 31, 2023, we purchased securities totaling

$13,454,304 and sold securities totaling $15,300,000.

cash provided by financing activities during the year ended December 31,

2024, was $12,569,820 which consisted of $14,000,000 for the net proceeds from the sale of preferred stock offset by $73,472 for the redemption

of preferred stock and dividends on preferred stock of $1,356,708.

The Company has

incurred a net loss attributable to stockholders of $27,161,219 for the year ended December 31, 2024.

As of December 31, 2024, the

Company had working capital of $2,710,626 and stockholders’ equity of $9,789,740 including an accumulated deficit of

$129,138,286.

During the year ended December 31, 2024, cash flows used in operating activities were $8,976,347.

Since inception, the

Company has met its liquidity requirements principally through the sale of its common stock and preferred stock in public offerings

and private placements;

however, there is no assurance that management will be able to obtain additional financing in the

Based on our current operating

plan, existing cash balances, and expected cash flows, management believes that the Company has sufficient liquidity to fund its operations

for at least the next twelve months.

However, our ability to continue as a going concern is dependent on our ability to increase revenues,

manage operating expenses, and access additional capital as needed.

Liquidity constraints and access to capital markets could negatively

affect our liquidity and require changes to our operating or investment strategy.

Capital Requirements

capital requirements will depend on numerous factors, including the timing and extent of market acceptance of our products and services,

investments in product development, sales and marketing activities, working capital requirements, and the timing and amount of future

We may seek to raise additional capital through equity or debt financings, strategic partnerships, or other arrangements.

can be no assurance that such financing will be available on acceptable terms, or at all.

Our net cash used by operating activities during the year ended December

31, 2025 was $9,065,619, consisting primarily of a net loss of $11,627,122 a loss of $1,529,000 on the fair value adjustment to contingent

compensation payable, a loss of $1,500,000 on the fair value of the Oravax Medical investment, a decrease in trade and other payables

of $881,382 and a decrease in license fees payable of $838,227 offset by fair value adjustments for derivatives of $983,000, non-cash

share-based compensation of $2,174,524, and a decrease in prepaid expenses of $119,635.

net cash used by operating activities during the year ended December 31, 2024, were $8,976,347, consisting primarily of a net loss

of $23,359,334, a decrease in trade and other payables of $814,114, and a decrease in deferred compensation payable of $100,538, offset

by fair value adjustments for derivatives of $388,000, fair value adjustments for warrants of $4,410,000, non-cash losses on the

issuance of preferred stock of $8,846,000, non-cash share-based compensation of $1,057,271, and non-cash compensation to a service

provider of $600,000.

used in investing activities totaled $8,424,360 for the year ended December 31, 2025, as compared to cash used in investing

activities of $6,101,329.

During the year ended December 31, 2025, we purchased a technology license for $2,009,022, purchased

securities totaling $19,062,985, and sold securities totaling $12,647,647.

During the year

ended December 31, 2024, we purchased securities totaling $12,851,809 and sold securities totaling $6,750,480.

Net cash provided by financing activities during the year ended December

31, 2023, was $13,066,819 which consisted of 14,685,689 for the net proceeds from the sale of preferred stock offset by $89,635 for the

redemption of Preferred Stock, $1,452,145 for dividends and $77,090 for premiums related to such shares.

2023 Offering

31, 2025, was $18,303,821 which consisted of $6,654,838 for the net proceeds from the sale of preferred stock and $11,726,609 for the

redemption of common stock warrants offset by $77,626 for dividends and $77,090 on preferred stock.

Net cash provided by financing activities

during the year ended December 31, 2024, was $12,569,820 which consisted of $14,000,000 for the net proceeds from the sale of preferred

stock offset by $73,472 for the redemption of preferred stock and dividends on preferred stock of $1,356,708.

F Preferred Stock Offering

February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain

accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of

15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, initially

convertible into up to 6,651,885 shares (pre-split) of the Company’s Common Stock at an initial conversion price (the “Series

F Conversion Price”) of $2.255 per share (pre-split), subject to adjustment (the “Series F Preferred Shares”), and

(ii) warrants to acquire up to an aggregate of 6,651,885 shares (pre-split) of the Company’s Common Stock, subject to adjustment

(the “Series F Warrants”) (collectively, the “February 2023 Offering”).

the Reverse Stock Split, (i) the Series F Conversion Price was adjusted to $3.18 per share pursuant to the terms of the Series F

Certificate of Designations, which was subsequently amended and restated by the filing of the Amended and Restated Certificate of

Designations of Series F Convertible Preferred Stock, effective April 8, 2024 (as amended and restated, the “Series F

Certificate of Designations”) with the Secretary of State of the State of Delaware, and (ii) the exercise price of the Series

F Warrants (the “Series F Exercise Price”) was adjusted to $3.18 per share.

In connection with the Private Placements

(as defined herein), (i) the Series F Conversion Price was further adjusted to $1.816 per share pursuant to the full ratchet

anti-dilution provisions contained in the Series F Certificate of Designations and, (ii) the Series F Exercise Price was further

adjusted to $1.816 per share.

As of December 31, 2024, in connection with the issuance of shares of Common Stock upon conversion of

the Series F-1 Preferred Shares (as defined herein), (i) the Series F Conversion Price was equal to $1.30 per share pursuant to

the full ratchet anti-dilution provisions contained in the Series F Certificate of Designations and, (ii) the Series F Exercise

Price was equal to $1.30 per share and the number of shares of Common Stock issuable upon exercise of the Series F warrants was

equal to 11,538,462 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F

closing, we received net proceeds from the February 2023 Offering of approximately $14.1 million, after deducting various fees and expenses.

We intend to use the net proceeds from this offering for general corporate purposes.

of December 31, 2024, there were 4,211 Series F Preferred Shares outstanding and Series F Warrants outstanding to purchase up to 8,259,911

shares of Common Stock.

As of December 31, 2024, Series F Conversion Price was equal to $1.30 and on March 4, 2025, the Series

F Conversion Price was adjusted to $0.364.

F Convertible Preferred Stock

to the Series F Certificate of Amendment (as defined below), the Company was initially required to redeem the Series F Preferred Shares

in 12 equal monthly installments, commencing on July 1, 2023.

The amortization payments due upon such redemption are payable, at the

Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series

F Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s

Series F Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor

Price” of $6.60 on a post-split basis (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.

April 5, 2024, the Company entered into an Omnibus Waiver and Amendment (the “Omnibus Agreement”) with the Required Holders

(as defined in the Series F Certificate of Designations).

Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer

payment of the monthly installment amounts due on March 1, 2024, and April 1, 2024 (the “Installments”), under Section 9(a)

of the Series F Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Series F Purchase Agreement,

the Series F Certificate of Designations, or the Series F Warrants resulting from missing the Installments.

The Company may require holders

to convert their Series F Preferred Shares into shares of Common Stock if the closing price of the Common Stock exceeds $6.765 per share

(as adjusted for the Reverse Stock Split) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $3,000,000 per

day during the same period and certain equity conditions described in the Series F Certificate of Designations are satisfied.

May 20, 2024, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment (the “May 2024 Series F Agreement”)

with the Required Holders (as defined in the Series F Certificate of Designations).

Pursuant to the May 2024 Series F Agreement, the

Required Holders agreed to (i) amend the Series F Purchase Agreement to amend certain terms relating to purchase rights thereunder, (ii)

waive certain rights under the Series F Purchase Agreement and Series F Certificate of Designations in respect of the issuance of the

Company’s Series F-1 Convertible Preferred Stock, with a par value of $0.001 per share and a stated value of $1,000 per share (“Series

F-1 Preferred Stock”), the Company’s Series G Convertible Preferred Stock, with a par value of $0.001 per share and a stated

value of $1,000 per share (“Series G Preferred Stock”), and entrance by the Company into the Purchase Agreements (as defined

herein), (iii) waive the requirement that the Company reserve for issuance a sufficient number of shares of Common Stock as required

by the Series F Certificate of Designations, the Series F Purchase Agreement and Series F Warrants, until such time as the Company obtains

the Stockholder Approval (as defined herein), and (iv) consent to the issuance of the Series F-1 Preferred Stock and Series G Preferred

Stock as required pursuant to certain terms of the Series F Certificate of Designations, the Series F Purchase Agreement and the Series

F Warrants, as applicable.

The Company and the Required Holders further agreed pursuant to the May 2024 Series F Agreement, to amend

the Series F Certificate of Designations by filing a Certificate of Amendment to the Series F Certificate of Designations (the “Series

F Certificate of Amendment”) with the Secretary of State of the State of Delaware.

The Series F Certificate of Amendment amends

the Series F Certificate of Designations to (i) extend the maturity date to December 31, 2024, (ii) permit and modify certain procedures

related to the payment of installment amounts with respect to the Installment Dates (as defined in the Series F Certificate of Designations)

falling between (and including) July 1, 2024, and (and including) August 1, 2024, thereunder, and (iii) modify the schedule of Installment

November 7, 2024, each holder of the Series F Preferred Shares agreed that payment by the Company of any Installment Amounts (as defined

in the Series F Certificate of Designations) that are accrued and are unredeemed, unconverted and/or otherwise unpaid as of November

7, 2024, will be deferred until December 1, 2024.

April 8, 2025, the Company entered into an Omnibus Amendment Agreement (“April 2025 Amendment Agreement”) with the Required Holders

(as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required

15,000 shares of the Company’s newly-designated Series F convertible preferred stock (the “Series F Preferred Shares”)

with a stated value of $1,000 per share, initially convertible into up to 66,523 shares of the Company’s Common Stock at an initial

conversion price of $225.50 per share (the “Series F Conversion Price”), subject to adjustment, and (ii) warrants to acquire

up to an aggregate of 66,523 shares of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”)

(collectively, the “February 2023 Offering”).

In September 2025, in connection with the Company’s 1-for-100 reverse

stock split (the “2025 Reverse Stock Split”), and pursuant to the stock combination event adjustment provisions contained

in the Series F Certificate of Designations, the exercise price of the Series F Warrants was reduced to $3.3713 per share.

As of December

31, 2025, the Series F Preferred Stock are no longer outstanding.

April 8, 2025, the Company entered into an Omnibus Amendment Agreement (“April 2025 Amendment Agreement”) with the Required

Holders (as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required

Holders agreed to amend (i) the Series F-1 Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F-1 Certificate of Designations with the Secretary of State of the State of Delaware (the “April 2025 Series F-1 Certificate

of Amendment”), (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F Certificate of Designations with the Secretary of State of the State of Delaware (the “April 2025 Series F Certificate

of Amendment”), (iii) the Series F-1 Purchase Agreement, to amend the definition of “Excluded Securities” such that

the definition includes the issuance of common stock issued after the date of the Seres F-1 Purchase Agreement pursuant to an Approved

Stock Plan (as defined in the Series F-1 Purchase Agreement), which in the aggregate does not exceed more than 2% of the shares of common

stock issued and outstanding as of the date of such issuance (the “Excluded Securities Modification”), and (iv) to amend

the term of the Series F-1 Short-Term Warrants to be five years from the date of issuance.

In addition, in consideration of the foregoing,

the Company agreed to reduce the size of the board of directors of the Company to no more than six directors, no later than the Company’s

2025 annual meeting of stockholders.

Series F-1 Certificate of Designations with the Secretary of State (the “April 2025 Series F-1 Certificate of Amendment”),

(ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F Certificate of

Designations with the Secretary of State (the “April 2025 Series F Certificate of Amendment”), (iii) the Series F-1 Purchase

Agreement, to amend the definition of “Excluded Securities” such that the definition includes the issuance of Common Stock

issued after the date of the Series F-1 Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Series F-1 Purchase

Agreement), which in the aggregate does not exceed more than 2% of the shares of Common Stock issued and outstanding as of the date of

such issuance (the “Excluded Securities Modification”), and (iv) to amend the term of the Series F-1 Short-Term Warrants

to be five years from the date of issuance.

In addition, in consideration of the foregoing, the Company agreed to reduce the size of

the board of directors of the Company to no more than six directors, no later than the Company’s 2025 annual meeting of stockholders.

April 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to June

1 unchanged sentence

as of December 31, 2024, and (B) subject to obtaining the approval of the Company’s stockholders, effective January 1, 2025, increase

the aggregate Stated Value of the Series F Preferred Stock outstanding to an amount equal to 110%

of the aggregate Stated Value of the Series F Preferred Stock outstanding.

The April 2025 Series

F Certificate of Amendment was filed with the Secretary of State of the State of Delaware, effective as of April 8, 2025.

holders of the Series F Preferred Shares are entitled to dividends of 10% per annum, compounded monthly, which is payable in cash or

shares of Common Stock at the Company’s option, in accordance with the terms of the Series F Certificate of Designations.

the occurrence and during the continuance of a Triggering Event (as defined in the Series F Certificate of Designations), the Series

F Preferred Shares accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, the holders of the Series F Preferred

Shares are also entitled to receive a dividend make-whole payment.

Except as required by applicable law, the holders of the Series F

Preferred Shares are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each

holder of Series F Preferred Shares is entitled to be calculated assuming a conversion price of $60.21 per share, which was the Minimum

Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the

Series F Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series F Certificate of Designations.

The Series F Certificate of Designations further provides that the holders of record of the Series F Preferred Shares, exclusively and

as a separate class, shall be entitled to elect one director of the Company one time on or before June 30, 2024.

Effective as of April

8, 2024, the Company appointed Dr.

Mitchell Glass to serve as a member of the Company’s board of directors, with Mr.

been elected to such position by the holders of the Series F Preferred Share.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares

of Common Stock is subject to certain limitations set forth in the Series F Certificate of Designations.

Further, the Series F Certificate

of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable

upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F Certificate of Designations

or Series F Warrants.

F Common Stock Warrants

to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 4,716,904 shares of Common Stock, with

an initial exercise price of $3.18 per share (subject to adjustment), for a period of five years from the date of issuance.

F Exercise Price and the number of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock

dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis,

in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below

the then-applicable Series F Exercise Price (subject to certain exceptions).

Upon any such price-based adjustment to the exercise price,

the number of shares issuable upon exercise of the Series F Warrants will be increased proportionately.

As of December 31, 2024, the

Series F Exercise Price was equal to $1.30 per share and the number of shares of Common Stock issuable upon exercise of the Series

F Warrants was equal to 11,538,462 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F

May 14, 2024, the Company entered into an Amendment (the “Series F Warrant Amendment”) with the Series F Investors in the

February 2023 Offering, effective as of March 31, 2024.

The Series F Warrant Amendment modified certain terms of the Series F Warrants

relating to the rights of the holders of the Series F Warrants to provide that, in the event of a Fundamental Transaction (as defined

in the Series F Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by

the Company’s Board of Directors, the holder of the Series F Warrant shall only be entitled to receive from the Company or any

successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion

of such Series F Warrant, that is being offered and paid to the holders of the Company’s common stock in connection with the Fundamental

Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received common stock of the successor entity (which such successor entity may be the

Company following such Fundamental Transaction) in such Fundamental Transaction.

The modification resulted in the reclassification of

the Series F Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

In accordance with ASC 815-40,

the Company remeasured the Series F Warrant liabilities at $7,961,000 fair value as of March 31, 2024, the effective date of the modification,

and recognized the $7,094,000 loss on the change in fair value and reclassified the $7,961,000 fair value of the Series F Warrants to

additional paid-in capital as of March 31, 2024.

F-1 Private Placement

the aggregate Stated Value of the Series F Preferred Shares outstanding to an amount equal to 110% of the aggregate Stated Value of the

Series F Preferred Shares outstanding.

The April 2025 Series F Certificate of Amendment was filed with the Secretary of State, effective

as of April 8, 2025.

August 19, 2025, the Company entered into an Omnibus Amendment Agreement (“August 2025 Amendment Agreement”) with the Required

Holders (as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required

Holders agreed to amend (i) the Series F-1 Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F-1 Certificate of Designations with the Secretary of State (the “August 2025 Series F-1 Certificate of Amendment”),

(ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F Certificate of

Designations with the Secretary of State (the “August 2025 Series F Certificate of Amendment”), and (iii) to amend the term

of the Series F Warrants and Series F-1 Warrants such that such warrants have a term expiring on August 15, 2030.

In addition, in consideration

of the foregoing, the Required Holder is entitled to nominate one director to the board of directors, provided that such nomination shall

be approved by the Company’s Nominating and Governance Committee, which approval shall not be unreasonably withheld.

August 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to

December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each

case, effective as of June 30, 2025.

The August 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations

to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series

F Certificate of Designations), in each case, effective as of June 30, 2025.

September 2, 2025, the Company entered into an Omnibus Amendment Agreement (the “September 2025 Omnibus Amendment”) with

the Required Holders (as defined in each of (i) the Series F Certificate of Designations and (ii) the Series F-1 Certificate of Designations)

pursuant to which, the Required Holders agreed to (i) amend and restate the Series F Certificate of Designations by filing a Second Amended

and Restated Certificate of Designations of the Series F Preferred Stock (the “Second Amended and Restated Series F Certificate

of Designations”) with the Secretary of State, and (ii) amend and restate the Series F-1 Certificate of Designations by filing

an Amended and Restated Certificate of Designations of the Series F-1 Preferred Stock (the “Amended and Restated Series F-1 Certificate

of Designations”) with the Secretary of State.

Each of the Second Amended and Restated Series F Certificate of Designations and

the Amended and Restated Series F-1 Certificate of Designations (i) extend the maturity date of each of Series F Convertible Preferred

Stock and Series F-1 Convertible Preferred Stock to March 2, 2027, and (ii) remove the amortization payments and related terms and covenants.

F-1 Preferred Stock Offering

May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain

1 unchanged sentence

aggregate of 5,050 shares of the Company’s newly-designated Series F-1 Preferred Stock, initially convertible into up to 27,813

shares of Common Stock at a conversion price (the “Series F-1 Conversion Price”) of $1.816 per share, (ii) short-term warrants

shares of Common Stock at a conversion price of $181.60 per share (the “Series F-1 Conversion Shares”), (ii) short-term warrants

to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price

2 unchanged sentences

exercise price of $181.60 per share (collectively, the “Series F-1 Private Placement”).

The closing of the Series F-1 Private

Placement occurred on May 23, 2024 (the “Series F-1 Closing Date”).

As of December 31, 2024, in

connection with the issuance of shares of Common Stock upon conversion of the Series F-1 Preferred Stock, (i) the Series F-1 Conversion

Price was equal to $1.30 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F-1 Certificate of

Designations and, (ii) the exercise price of the Series F-1 Warrants was equal to $1.30 per share and the number of shares of Common

Stock issuable upon exercise of the Series F-1 Warrants was equal to 7,769,230 shares pursuant to the full ratchet anti-dilution

provisions contained in the Series F-1 Warrants.

received net proceeds from the Series F-1 Private Placement of approximately $5.0 million, after deducting various fees and expenses.

We intend to use the net proceeds from this offering for general corporate purposes.

As of December 31, 2024, there were 4,747 shares of Series F-1 Preferred

Stock outstanding, Series F-1 Short-Term Warrants outstanding to purchase up to 3,884,615 shares of Common Stock and Series F-1 Long-Term

Warrants outstanding to purchase up to 3,884,615 shares of Common Stock.

As of December 31, 2024, the Series F-1 Conversion Price was

equal to $1.30 and as of March 4, 2025, the Series F-1 Conversion Price was adjusted to $0.364.

F-1 Preferred Stock

Series F-1 Preferred Stock became convertible upon issuance into Common Stock (the “Series F-1 Conversion Shares”) at the

election of the holder at any time at the initial conversion price of $1.816.

The Series F-1 Conversion Price is subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of

any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable

Series F-1 Conversion Price (subject to certain exceptions).

Company is required to redeem the Series F-1 Preferred Stock in seven (7) equal monthly installments, commencing on December 1, 2024.

The amortization payments due upon such redemption are payable, at the Company’s election, in cash at 105% of the applicable Installment

Redemption Amount (as defined in the Series F-1 Certificate of Designations), or subject to certain limitations, in shares of Common

Stock valued at the lower of (i) the Series F-1 Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the

three lowest closing prices of the Company’s Common Stock during the thirty consecutive trading day period ending and including

the trading day immediately prior to the date the amortization payment is due or (B) $0.364, which is 20% of the “Minimum Price”

(as defined in Nasdaq Stock Market Rule 5635) on the date in which the Series F-1 Stockholder Approval (as defined herein) was obtained

or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Capital Market, and, in each case, subject to adjustment

for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, which amortization amounts are subject

to certain adjustments as set forth in the Series F-1 Certificate of Designations (the “Series F-1 Floor Price”).

holders of the Series F-1 Preferred Stock are entitled to dividends of 10% per annum, compounded monthly, which are payable in arrears

monthly in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Series F-1 Certificate of

Designations.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series F-1 Certificate of Designations),

the Series F-1 Preferred Stock will accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, the holders of the

Series F-1 Preferred Stock are also entitled to receive a dividend make-whole payment.

The holders of the Series F-1 Preferred Stock

are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series

F-1 Preferred Stock is entitled to be calculated assuming a conversion price of $2.253 per share, which was the Minimum Price (as defined

in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series F-1 Purchase

Agreement, subject to certain beneficial ownership limitations as set forth in the Series F-1 Certificate of Designations.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares

of Common Stock is subject to certain limitations set forth in the Series F-1 Certificate of Designations.

Further, the Series F-1 Certificate

of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable

upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F-1 Certificate of Designations

or Series F-1 Warrants.

to the Series F-1 Private Placement, the Company issued to investors (i) the Series F-1 Long-Term Warrants to purchase 2,780,839 shares

of Common Stock, with an initial exercise price of $1.816 per share (subject to adjustment), for a period of five years from the date

of issuance and (ii) the Series F-1 Short-Term Warrants to purchase 2,780,839 shares of Common Stock, with an initial exercise price

of $1.816 per share (subject to adjustment), for a period of eighteen months from the date of issuance.

exercise price of the Series F-1 Warrants and the number of shares issuable upon exercise of the Series F-1 Warrants are subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full

ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common

Stock, at a price below the then-applicable exercise price (subject to certain exceptions).

Upon any such price-based adjustment to the

exercise price, the number of shares issuable upon exercise of the Series F-1 Warrants will be increased proportionately.

As of December

31, 2024, the Series F Exercise Price was adjusted to $1.30 per share and the number of shares of Common Stock issuable upon exercise

of the Series F Warrants was adjusted proportionally to 7,769,230 shares pursuant to the full ratchet anti-dilution provisions contained in

the Series F Warrants.

August 16, 2024, the Company entered into (i) an Amendment (the “Series F-1 Long Term Warrant Amendment”) with the Series

F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Long Term Warrants, and (ii) an Amendment (the “Series

F-1 Short Term Warrant Amendment” and, together with the Series F-1 Long Term Warrant Amendment, the “Series F-1 Warrant

Amendments”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Short Term Warrants.

F-1 Warrant Amendments modified certain terms of the Series F-1 Warrants relating to the rights of the holders of the Series F-1 Warrants

to provide that, in the event of a Fundamental Transaction (as defined in the Series F-1 Warrants) that is not within the Company’s

control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series

F-1 Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in

the same proportion), at the Black Scholes Value of the unexercised portion of such Series F-1 Warrant, that is being offered and paid

to the holders of the Company’s Common Stock in connection with the Fundamental Transaction, whether that consideration be in the

form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative

forms of consideration in connection with the Fundamental Transaction;

provided, further, that if holders of Common Stock of the Company

are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received

common stock of the successor entity (which such successor entity may be the Company following such Fundamental Transaction).

Additionally,

the Series F-1 Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected

volatility equal to the 30 day volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day

annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable

Fundamental Transaction and (2) the date of a holder’s request.

The modification resulted in the reclassification of the Series

F-1 Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

G Private Placement

May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively

with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”)

with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”),

with certain accredited investors (the “Series G Investors”), pursuant to which it agreed to sell to the Series G Investors

(i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 4,928,416

shares of the Company’s Common Stock, at an initial conversion price (the “Series G Conversion Price”) of $1.816 per

share (ii) short-term warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock (the “Series G Short-Term Warrants”)

In September 2025, in connection

with the Company’s 1-for-100 reverse stock split (the “2025 Reverse Stock Split”), and pursuant to the stock combination

event adjustment provisions contained in the Series F Certificate of Designations, the exercise price of the Series F-1 Warrants was

reduced to $3.3713 per share.

As of December 31, 2025, the Series F-1 Preferred Stock are no longer outstanding.

April 8, 2025, the Company entered into the April 2025 Amendment Agreement with the Required Holders (as defined in the Series F Certificate

of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i) the Series F-1

Certificate of Designations, as described below, by filing the April 2025 Series F-1 Certificate of Amendment with the Secretary of State

of the State of Delaware, (ii) the Series F Certificate of Designations, as described below, by filing the April 2025 Series F Certificate

of Amendment, (iii) the Series F-1 Purchase Agreement, to amend the definition of “Excluded Securities” such that the definition

includes the issuance of common stock issued after the date of the Seres F-1 Purchase Agreement pursuant to an Approved Stock Plan (as

defined in the Series F-1 Purchase Agreement), which in the aggregate does not exceed more than 2% of the shares of common stock issued

and outstanding as of the date of such issuance, and (iv) to amend the term of the Series F-1 Short-Term Warrants to be five years from

the date of issuance.

In addition, in consideration of the foregoing, the Company agreed to reduce the size of the board of directors

of the Company to no more than six directors, no later than the Company’s 2025 annual meeting of stockholders.

The April 2025 Series

F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to amend the definition of “Excluded Securities”

substantially similar to the Excluded Securities Modification.

The April 2025 Series F-1 Certificate of Amendment was filed with the

Secretary of State of the State of Delaware, effective as of April 8, 2025.

August 19, 2025, the Company entered the August 2025 Amendment Agreement with the Required Holders (as defined in the Series F Certificate

of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i) the Series F-1

Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F-1 Certificate of Designations with

the Secretary of State, (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F Certificate of Designations with the Secretary of State, and (iii) to amend the term of the Series F Warrants and Series F-1

Warrants such that such warrants have a term expiring on August 15, 2030.

In addition, in consideration of the foregoing, the Required

Holder is entitled to nominate one director to the board of directors, provided that such nomination shall be approved by the Company’s

Nominating and Governance Committee, which approval shall not be unreasonably withheld.

August 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to

December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each

case, effective as of June 30, 2025.

The August 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations

to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series

F Certificate of Designations), in each case, effective as of June 30, 2025.

September 2, 2025, the Company entered into the September 2025 Omnibus Amendment with the Required Holders (as defined in each of (i)

the Series F Certificate of Designations and (ii) the Series F-1 Certificate of Designations) pursuant to which, the Required Holders

agreed to (i) amend and restate the Series F Certificate of Designations by filing a Second Amended and Restated Certificate of Designations

of the Series F Preferred Stock with the Secretary of State, and (ii) amend and restate the Series F-1 Certificate of Designations by

filing an Amended and Restated Certificate of Designations of the Series F-1 Preferred Stock with the Secretary of State.

Second Amended and Restated Series F Certificate of Designations and the Amended and Restated Series F-1 Certificate of Designations

(i) extend the maturity date of each of Series F Convertible Preferred Stock and Series F-1 Convertible Preferred Stock to March 2, 2027,

and (ii) remove the amortization payments and related terms and covenants.

G Preferred Stock Offering

On May 20, 2024, the Company entered into a Securities Purchase Agreement

(the “Series G Purchase Agreement”) with certain accredited investors (the “Series G Investors”), pursuant to

which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred

Stock, initially convertible into up to 49,288 shares of the Company’s Common Stock, at a conversion price of $181.60 per share

(ii) short-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Short-Term Warrants”)

at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock

(the “Series G Long-Term Warrants,” and collectively with the Series G Short-Term Warrants, the “Series G Warrants”)

at an initial exercise price (the “Series G Exercise Price”) of $1.816 per share (collectively, the “Series G Private

Placement” and collectively with the Series F-1 Private Placement, each a “Private Placement” and collectively, the

“Private Placements”).

The closing of the Series G Private Placement occurred on May 23, 2024 (the “Series G Closing

Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).

As of December 31, 2024, in

connection with the issuance of shares of Common Stock upon conversion of the Series F-1 Preferred Stock, (i) the Series G Conversion

Price was equal to $1.30 per share due to the full ratchet anti-dilution provisions contained in the Series G Certificate of Designations

and, (ii) the exercise price of the Series G Warrants was equal to $1.30 per share and the number of shares of Common Stock issuable

upon exercise of the Series G Warrants was equal to 13,769,230 shares pursuant to the full ratchet anti-dilution provisions

contained in the Series G Warrants.

received net proceeds from the Series G Private Placement of approximately $8.9 million, after deducting various fees and expenses.

intend to use the net proceeds from this offering for general corporate purposes.

As of December 31, 2024, there were 8,884 shares of Series G Preferred

Stock outstanding, Series G Short-Term Warrants outstanding to purchase up to 6,884,615 shares of Common Stock, and Series G Long-Term

Warrants outstanding to purchase up to 6,884,615 shares of Common Stock.

As of December 31, 2024, the Series G Conversion Price was equal

to $1.30 and on March 4, 2025, the Series G Conversion Price was adjusted to $0.364.

G Preferred Stock

Series G Preferred Shares became convertible upon issuance into Common Stock (the “Series G Conversion Shares”) at the election

of the holder at any time at an initial conversion price of $1.816 (the “Series G Conversion Price”).

The Series G Conversion

Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based

adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at

a price below the then-applicable Series G Conversion Price (subject to certain exceptions).

at an exercise price of $181.60 per share (collectively, the “Series G Private Placement”).

The closing of the Series G Private

Placement occurred on May 23, 2024 (the “Series G Closing Date”).

The Series G Conversion Price is subject to customary adjustments

for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances

of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series

G Conversion Price (subject to certain exceptions).

April 17, 2025, in connection with the issuance of stock options to certain officers of the Company, (i) the Series G Conversion Price

was equal to $18.32 per share due to the full ratchet anti-dilution provisions contained in the Series G Certificate of Designations.

In August 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained

in the Series G Certificate of Designations, the Series G Conversion Price was reduced to $3.3713 per share.

any time after the issuance date of the Series G Preferred Shares, the Company has the option to redeem in cash all or any portion of

the shares of Series G Preferred Shares then outstanding at a premium upon notice by the Company to all holders of the Series G Preferred

holders of the Series G Preferred Shares will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in

arrears monthly, at the holder’s options, (i) in cash, (ii) “in kind” in the form of additional shares of Series G

Preferred Shares (the “PIK Shares”), or (iii) in a combination thereof, in each case, in accordance with the terms of the

Certificate of Designations of the Series G Preferred Shares (the “Series G Certificate of Designations”).

Upon the occurrence

and during the continuance of a Triggering Event (as defined in the Series G Certificate of Designations), the Series G Preferred Stock

will accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, the holders of the Series G Preferred Shares are also

entitled to receive a dividend make-whole payment.

The holders of the Series G Preferred Shares will be entitled to vote with holders

of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series G Preferred Share is entitled to

be calculated assuming a conversion price of $2.253 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the

Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series G Purchase Agreement, subject to certain

beneficial ownership limitations as set forth in the Series G Certificate of Designations.

During the years ended December 31, 2024 and 2023, the

Company recorded dividends totaling $559,032 and $0, respectively, which are reported as Series G Preferred Stock Dividends on the

Consolidated Statements of Comprehensive Loss.

The holders of the Series G Preferred Shares are entitled to dividends of

10% per annum, compounded monthly, which will be payable in arrears monthly, at the holder’s options, (i) in cash, (ii) “in

kind” in the form of additional shares of Series G Preferred Shares (the “PIK Shares”), or (iii) in a combination thereof,

in each case, in accordance with the terms of the Certificate of Designations of the Series G Preferred Stock (the “Series G Certificate

of Designations”).

Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series G Certificate

of Designations), the Series G Preferred Stock will accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, the

holders of the Series G Preferred Shares are also entitled to receive a dividend make-whole payment.

The holders of the Series G Preferred

Shares are entitled to vote with holders of the Common Stock on an as-converted basis, with the number of votes to which each holder of

Series G Preferred Shares is entitled to be calculated assuming a conversion price of $2.253 per share, which was the Minimum Price (as

defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series G

Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series G Certificate of Designations.

the year ended December 31, 2025, the Company recorded dividends totaling $914,377.

During the year ended December 31, 2024, the Company

recorded dividends totaling $559,032.

Notwithstanding

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make-whole payment under the Series G Certificate of Designations.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series G Preferred

Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series G Preferred

Stock equal to the greater of (A) 125% of the stated value of such share of Series G Preferred Stock (plus any applicable make-whole

amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive

if such holder converted such share of Series G Preferred Stock into Common Stock immediately prior to the date of such payment.

shares of capital stock of the Company shall be junior in rank to all shares of Series G Preferred Stock with respect to the preferences

as to payments upon liquidation.

June 17, 2024, the Company entered into an Amendment Agreement (the “Series G Amendment”) with the Required Holders (as defined

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of State upon filing.

shares Series G Preferred Stock are classified as temporary equity as the holders of the Series G Preferred Stock have the right to require

the Company to redeem for cash all or any portion of each such holder’s shares upon the suspension from trading or the failure

of the Common Stock to be trading or listed (as applicable) on an eligible trading market for a period of five (5) consecutive trading

The Series G Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the holder’s option

upon this trading suspension or failure.

This would not be considered to be within the Company’s control.

August 8, 2024, the Company entered into an Amendment Agreement (the “August Series G Amendment”) with the Required Holders

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The August Series G Certificate of Amendment became effective with the Secretary of State upon filing.

to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 4,928,416 shares

of Common Stock, with an initial exercise price of $1.816 per share (subject to adjustment), for a period of five years from the

date of issuance and (ii) the Series G Short-Term Warrants to purchase 4,928,416 shares of Common Stock, with an initial exercise

price of $1.816 per share (subject to adjustment), for a period of eighteen months from the date of issuance.

As of December 31,

2024, the Series G Exercise Price was adjusted to $1.30 per share and the number of shares of Common Stock issuable upon exercise of

the Series G Warrants was adjusted proportionally to 13,769,230 shares pursuant to the full ratchet anti-dilution provisions

contained in the Series G Warrants.

exercise price of the Series G Warrants and the number of shares issuable upon exercise of the Series G Warrants are subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full

ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common

Stock, at a price below the then-applicable exercise price (subject to certain exceptions).

Upon any such price-based adjustment to the

exercise price, the number of shares issuable upon exercise of the Series G Warrants will be increased proportionately.

August 16, 2024, the Company entered into (i) an Amendment (the “Series G Long Term Warrant Amendment”) with the Series G

Investors, effective as of June 30, 2024, relating to the Series G Long Term Warrants, and (ii) an Amendment (the “Series G Short

Term Warrant Amendment” and, together with the Series G Long Term Warrant Amendment, the “Series G Warrant Amendments”)

with the Series G Investors, effective as of June 30, 2024, relating to the Series G Short Term Warrants.

The Series G Warrant Amendments

modified certain terms of the Series G Warrants relating to the rights of the holders of the Series G Warrants to provide that, in the

event of a Fundamental Transaction (as defined in the Series G Warrants) that is not within the Company’s control, including the

Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series G Warrant shall only be

entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at

the Black Scholes Value (as defined in the Series G Warrants) of the unexercised portion of such Series G Warrant, that is being offered

and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction, whether that consideration

be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from

among alternative forms of consideration in connection with the Fundamental Transaction;

provided, further, that if holders of Common

Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be

deemed to have received common stock of the successor entity (which such successor entity may be the Company following such Fundamental

Transaction).

Additionally, the Series G Warrant Amendments amend the definition of Black Scholes Value related to the volatility input

which is now an expected volatility equal to the 60 day volatility, obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure

of the applicable Fundamental Transaction and (2) the date of a holder’s request.

The modification resulted in the reclassification

of the Series G Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

Rights Agreements

connection with the Series F-1 Private Placement, the Company entered into a Registration Rights Agreement with the Series F-1 Investors

(the “Series F-1 Registration Rights Agreement,”), pursuant to which the Company agreed to file a resale registration statement

(the “Series F-1 Registration Statement”) with the SEC to register for resale (A) 200% of the Series F-1 Conversion Shares

and (B) 200% of the Series F-1 Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after

the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in

the Series F-1 Registration Rights Agreement).

connection with the Series G Private Placement, the Company entered into a Registration Rights Agreement with the Series G Investors

(the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration

Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration

Statement”) with the SEC to register for resale (A) 200% of the Series G Conversion Shares, (B) 200% of the shares of Common Stock

issuable upon conversion of the PIK Shares, and (C) 200% of the Series G Warrant Shares promptly following the Closing Date, but in no

event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the

Effectiveness Deadline (as defined in the Series G Registration Rights Agreement).

connection with the Registration Rights Agreements, the Company filed a registration statement on Form S-3 covering such securities,

which registration statement was filed on June 21, 2024, amended on August 8, 2024 and declared effective by the SEC on August 12, 2024.

Under the Series F-1 Registration Rights Agreement, the Company is obligated to pay certain liquidated damages to the Series F-1 Investors

if the Company, among other things, failed to file the Series F-1 Registration Statement when required, failed to file or cause the Series

F-1 Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Series F-1

Registration Statement.

Placement Warrants

connection with the Private Placements, pursuant to (A) an engagement letter (the “GPN Agreement”) with GP Nurmenkari Inc.

(“GPN”) and (B) an engagement letter (the “Palladium Agreement,” and collectively with the GPN Agreement, the

“Engagement Letters”) with Palladium Capital Group, LLC (“Palladium,” and collectively with GPN, the “Placement

Agents”), the Company engaged the Placement Agents to act as non-exclusive placement agents in connection with each Private Placement,

pursuant to which, the Company agreed to (i) pay the Placement Agents a cash fee equal to 3% of the gross proceeds of each Private Placement

(including any cash proceeds realized by the Company from the exercise of the Series F Warrants), (ii) reimbursement and payment of certain

expenses, and (iii) issue to the Placement Agents on the Closing Date, warrants to purchase up to an aggregate of 693,833 of shares of

Common Stock to each Placement Agent, which is equal to 3% of the aggregate number of shares of Common Stock underlying the securities

issued in each Private Placement, including upon exercise of any Series F Warrants, with terms identical to the Series G Long-Term Warrants

and Series F-1 Long-Term Warrants.

Stockholder Approval

Company’s ability to issue Series F-1 Conversion Shares and Series G Conversion Shares and Series F-1 Warrant Shares and Series

G Warrant Shares using shares of Common Stock is subject to certain limitations set forth in the Series F-1 Certificate of Designations

and Series G Certificate of Designations, as applicable.

Prior to the Nasdaq Stockholder Approval (as defined below), such limitations

included a limit on the number of shares that could be issued until the time that the Company’s stockholders have approved the

issuance of more than 19.99% of the Company’s outstanding shares of Common Stock in accordance with the rules of the Nasdaq Stock

Each Purchase Agreement requires the Company to hold a meeting of its stockholders no later than August 1, 2024, to seek approval

(the “Stockholder Approval”) (i) under Nasdaq Stock Market Rule 5635(d) for the issuance of shares of Common Stock in excess

of 19.99% of the Company’s issued and outstanding shares of Common Stock at prices below the “Minimum Price” (as defined

in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the applicable Purchase Agreement pursuant to the terms of the Series

F-1 Preferred Shares and Series G Preferred Shares, as applicable, and the Series G Warrants and Series F-1 Warrants, as applicable,

and (ii) to increase the number of authorized shares of the Company to ensure that the number of authorized shares of Common Stock is

sufficient to meet the Required Reserve Amount (as defined in the Purchase Agreements) pursuant to the terms of each Purchase Agreement.

The Company received the Nasdaq Stockholder Approval at a special meeting of stockholders held on July 24, 2024.

During the year ended December 31, 2025, the Company issued 1,864 shares

of Series G Preferred Stock with a stated value of $1,864,000 in lieu of dividends totaling $1,164,682 and a reduction of additional paid-in

capital totaling $699,318.

During the year ended December 31, 2024, the Company issued 0 shares of Series G Preferred Stock with a stated

value of $0 in lieu of dividends totaling $0 and a reduction of additional paid-in capital totaling $0.

H Preferred Stock Offering

On September 2, 2025, the Company entered into a Securities Purchase Agreement

(the “Series H Purchase Agreement”) with certain accredited investors (the “Series H Investors”) pursuant to which

it agreed to sell to the Series H Investors (i) an aggregate of 7,000 shares of the Company’s newly-designated Series H Preferred

Stock, initially convertible into up to 1,400,000 shares of Common Stock at an initial conversion price of $5.00 per share (the “Series

H Conversion Shares”), and (ii) warrants to acquire up to an aggregate of 1,400,000 shares of Common Stock (the “Series

H Warrants”) at an exercise price of $5.00 per share (collectively, the “Series H Private Placement”).

The closing of

the Series H Private Placement occurred on September 4, 2024 (the “Series H Closing Date”).

The aggregate gross proceeds from

the Private Placement were $7,000,000.

Series H Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and

subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable

for Common Stock, at a price below the then-applicable Series H Conversion Price (subject to certain exceptions).

In September 2025,

in connection with the 2025 Reverse Stock Split and pursuant to the full ratchet anti-dilution provisions contained in the Series H Certificate

of Designations, the Series H Conversion Price was reduced to $3.3713 per share.

holders of the Series H Preferred Stock are entitled to dividends of 7% per annum, compounded monthly, which are payable in cash.

the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations of the Series H Convertible

Preferred Stock (the “Series H Certificate of Designations”)), the Series H Preferred Stock will accrue dividends at the

rate of 15% per annum.

The holders of the Series H Preferred Stock are entitled to vote with holders of the Common Stock on an as-converted

basis, with the number of votes to which each holder of Series H Preferred Stock is entitled to be calculated assuming a conversion price

of $4.83 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately

before the execution and delivery of the Series H Purchase Agreement, subject to certain beneficial ownership limitations as set forth

in the Series H Certificate of Designations.

During the year ended December 31, 2025 and December 31, 2024, the Company recorded dividends

totaling $182,065 and $0, respectively.

with respect to Pharmacyte, the Series H Certificate of Designations contains a certain beneficial ownership limitation after giving

effect to the issuance of shares of Common Stock issuable upon conversion of the Series H Certificate of Designations or Series H Warrants.

connection with the Series H Private Placement, the Company and the Series H Investors entered into that certain Registration Rights

Agreement, dated as of September 2, 2025 (the “Series H Registration Rights Agreement,” and, together with the Series H Purchase

Agreement, the Series H Certificate of Designations, and the Series H Warrants, the “Transaction Documents”), pursuant to

which, the Company agreed to, among other things, prepare and file with the SEC a registration statement (the “Series H Registration

Statement”) covering the resale of all of the Registrable Securities (as defined in the Series H Registration Rights Agreement)

prior to the applicable Filing Deadline (as defined in the Series H Registration Rights Agreement).

On October 3, 2025, the Company filed

the Series H Registration Statement with the SEC, which was declared effective on November 28, 2025.

September 30, 2025, the Company entered into an Omnibus Waiver and Amendment (the “September 2025 Amendment”) with the Required

Holders (as defined in the Series H Certificate of Designations).

Pursuant to the Amendment, the Required Holders agreed (A) to amend

(i) the Series H Certificate of Designations, as described below, by filing a Certificate of Amendment (“September 2025 Certificate

of Amendment”) to the Series H Certificate of Designations with the Secretary of State, (ii) the Series H Purchase Agreement to

amend the definition of “Excluded Securities” such that the definition includes the issuance of Common Stock issued after

the date of the Series H Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Series H Purchase Agreement) which

in the aggregate does not exceed more than 15.0% of the sum of (x) shares of Common Stock issued and outstanding as of the date of the

Series H Purchase Agreement, and (y) the shares of Common Stock issuable upon conversion of certain of the Company’s outstanding

shares of preferred stock (the “Excluded Securities Modification”), and (iii) the Series H Registration Rights Agreement

such that the Series H Registration Statement is required to be filed with the SEC by the date that is 30 calendar days following the

Series H Closing Date and (B) waive (i) any prohibitions or limitations under the Transaction Documents in connection with the issuance

by the Company of certain warrants to purchase Common Stock to certain current and future consultants of the Company, (ii) any prohibitions

or limitations under the Transaction Documents in connection with the registration of certain securities of the Company, and (iii) any

failure by the Company to file the Series H Registration Statement by the Filing Deadline.

September 2025 Certificate of Amendment amends the Series H Certificate of Designations to amend the definition of “Excluded Securities”

substantially similar to the Excluded Securities Modification.

On October 3, 2025, the Company filed the September 2025 Certificate of

Amendment with the Secretary of State, thereby amending the Series H Certificate of Designations.

The September 2025 Certificate of Amendment

became effective with the Secretary of State upon filing.

Accounting Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US

GAAP”) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial

statements and accompanying notes.

The preparation of financial statements

in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management

to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Future events and their effects cannot be determined with absolute certainty.

Therefore, the determination

of estimates requires the exercise of judgment.

Actual results inevitably will differ from those estimates, and such differences may

be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements

include estimates associated with revenue recognition, impairment analysis of intangibles and stock-based compensation.

financial position, results of operations and cash flows are impacted by the accounting policies we have adopted.

In order to get a full

understanding of our financial statements, one must have a clear understanding of the accounting policies employed.

A summary of our

critical accounting policies is presented within the notes to our consolidated financial statements appearing elsewhere in this Annual

Report on Form 10-K.

management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which

have been prepared in accordance with U.S.

The preparation of our financial statements and related disclosures requires us to make

estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses, and the disclosure of contingent

assets and liabilities in our financial statements.

These items are monitored and analyzed by us for changes in facts and circumstances,

and material changes in these estimates could occur in the future.

We base our estimates on historical experience, known trends and events,

and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities that are not readily apparent from other sources.

We evaluate our estimates and assumptions

on an ongoing basis.

Therefore, the determination of estimates requires the exercise

Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements include estimates associated with revenue

recognition, impairment analysis of intangibles and stock-based compensation.

Our financial position, results

of operations and cash flows are impacted by the accounting policies we have adopted.

In order to get a full understanding of our financial

statements, one must have a clear understanding of the accounting policies employed.

A summary of our accounting policies is

presented within the notes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

Our critical accounting estimates are as follows:

Our management’s discussion

and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance

The preparation of our financial statements and related disclosures requires us to make estimates and assumptions that

affect the reported amounts of assets and liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in

our financial statements.

These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in

these estimates could occur in the future.

We base our estimates on historical experience, known trends and events, and on various other

factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

values of assets and liabilities that are not readily apparent from other sources.

We evaluate our estimates and assumptions on an ongoing

Our actual results may materially differ from these estimates under different assumptions or conditions.

2 unchanged sentences

estimates used in the preparation of our consolidated financial statements.

Company utilizes an asset and liability approach for financial accounting and reporting for income taxes.

The provision for income taxes

is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.

Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets

and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that

some portion or all the deferred tax assets will not be realized.

Management makes judgments as to the interpretation of the tax laws

that might be challenged upon an audit and cause changes to previous estimates of tax liability.

In management’s opinion, adequate

provisions for income taxes have been made.

If actual taxable income by tax jurisdiction varies from estimates, additional allowances

or reversals of reserves may be necessary.

benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.

A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that

do not meet these recognition and measurement standards.

For the years ended December 31, 2024 and 2023, no liability for unrecognized

tax benefits was required to be reported.

was no income tax benefit recorded for the losses for the years ended December 31, 2024 and 2023 since management determined that the

realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on

the net deferred tax assets.

Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general

and administrative expense.

There were no amounts accrued for penalties and interest for the years ended December 31, 2024 and 2023.

The Company does not expect its uncertain tax position to change during the next twelve months.

Management is currently unaware of any

issues under review that could result in significant payments, accruals or material deviations from its position.

the Company had losses in the past, all prior years that generated net operating loss carryforwards are open and subject to audit examination

in relation to the net operating loss generated from those years.

account for share-based payments by recognizing compensation expense based upon the estimated fair value of the share-based payments

23 unchanged sentences

compensation expense could be materially different in the future.

Company accounts for certain equity instruments, including redeemable preferred stock, in accordance with applicable guidance in ASC

480 and related SEC interpretive guidance.

Instruments that are redeemable for cash or other assets at the option of the holder

or upon the occurrence of events that are not solely within the control of the Company are classified as mezzanine equity in the consolidated

balance sheets.

The classification and measurement of mezzanine equity involve significant judgment, particularly in evaluating the terms

of the underlying agreements to determine whether redemption features are within the Company’s control.

The Company assesses each

instrument at issuance and upon modification to determine the appropriate classification as a liability, mezzanine equity, or permanent

Mezzanine equity instruments are initially recorded at fair value, net of issuance costs and may include a discount.

To the extent

that redemption is probable or becomes certain, the Company may adjust the carrying value of the instrument to its redemption amount

immediately or over the period to the earliest redemption date, depending on the specific terms of the instrument.

Changes in these estimates

or in the interpretation of contractual terms could have a material impact on the Company’s financial position, results of operations,

and earnings per share.

For example, if the Company were to revise its assumptions regarding the likelihood or timing of a redemption

event, the amount and timing of accretion recognized could change significantly.

The Company continues to evaluate its mezzanine

equity instruments for any modifications or events that could affect classification or measurement, including changes in contractual

terms, amendments, or triggering events that may impact the probability of redemption.

Sheet Arrangements

have no significant known off balance sheet arrangements.

as of 4:05 p.m.

Eastern Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty.

Simultaneously with the Reverse Stock Split, number of shares of our common stock authorized for issuance was reduced from 500,000,000

shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares.

All share and

per share information in this report have been retroactively adjusted to reflect the Reverse Stock Split.

July 25, 2024, the Company increased the number of authorized shares of the Company’s Common Stock from 16,666,666 to 250,000,000

and made a corresponding change to the number of authorized shares of the Company’s capital stock by filing a Certificate of Amendment

to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Share Increase”).

Increase was approved by the Company’s stockholders at the Company’s special meeting of stockholders held on July 24, 2024.

Reincorporation

March 4, 2024, MyMD New Jersey merged with and into its wholly owned subsidiary, MyMD Delaware, with MyMD Delaware being the surviving

corporation, pursuant to the Plan of Merger for the purpose of changing the Company’s state of incorporation from New Jersey to

MyMD Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934,

Reincorporation did not result in any change in the Company’s name, business, management, fiscal year, accounting, location of

the principal executive offices, assets or liabilities.

In addition, the Company’s common stock retains the same CUSIP number and

continues to trade on the Nasdaq Capital Market under the symbol “MYMD.” As of the Effective Date of the Reincorporation,

the rights of the Company’s stockholders are governed by the Delaware General Corporation Law, the MyMD Delaware Certificate of

Incorporation, and the Bylaws of MyMD Delaware.

Quantitative and Qualitative Disclosures About Market Risk.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis