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Item 9A. Controls and Procedures

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principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures

(as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(e) and 15d-15(e)) as of the

(as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the

end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls

and procedures were effective to ensure that information required to be disclosed by us in the reports that we filed or submit under

and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under

the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms,

and is accumulated and communicated to our management, including our principal executive officer and principal financial officers as

and is accumulated and communicated to our management, including our principal executive officer and principal financial officer as

appropriate to allow timely decisions regarding required disclosure.

30 unchanged sentences

Other Information.

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 with the Secretary of State of the State of Delaware, (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, 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 Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend

the maturity date to June 30, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations),

in each case, effective 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.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

and Executive Officers

following table sets forth the names, ages and positions of all of our directors and executive officers and the positions they hold as

of the date hereof.

Our directors serve until their successors are elected and shall qualify.

Executive officers are elected by our board

of directors (the “Board”) and serve at the discretion of the directors.

with the Company

Director, President and Chief Medical Officer

Chief Financial Officer

Chairman of the Board

Stephen Friscia

forth below is a brief description of the background and business experience of each of our executive officers and directors.

Mitchell Glass has been our director since April 8, 2024, and currently serves as our President and Chief Medical Officer, a

position he has held since June 13, 2024.

Glass is presently Chief Executive Officer of Chronic Airway Therapeutics, Chairman

and Chief Executive Officer of ACCOLADE Pharma LLC and a principal at Broom Street Associates.

Previously, Dr.

Glass was director of

pulmonary therapeutics at ICI/Zeneca and responsible world-wide for the development of zafirlukast (“Accolate®), the first

successful antileukotriene for the treatment of asthma.

Glass also served as Vice President at SmithKline Beecham beginning

March, 1995, where he also held executive roles in the development of carvedilol (COREG®) for heart failure, eprosartan

(TEVETEN®) for hypertension and led the worldwide portfolio development in cardiovascular, respiratory, renal and metabolic

diseases and disorders.

At Athrogenix, Dr.

Glass led the development of AGI1067 to a successful end of phase 2 meeting

with the FDA.

After 2 years as the CSO of the University City Science Center in Philadelphia

between 2005 and 2006, which included responsibility for 54 early-stage companies, Dr.

Glass joined Aqumen Pharma KK

(“Aqumen Pharma”) in 2006 as Director Aqumen KK.

Glass also served as Chief Executive Officer and Chief Medical Officer of

Aqumen Pharma’s U.S.

subsidiary was responsible for the ophthalmic portfolio, the lead compound of which was successfully

developed and marketed in the U.S.

and served in such roles until 2011.

Previously, Dr.

Glass served as the Chief Medical Officer

and Director at Invion Plc.

(ASX IVN) (“Invion”) beginning 2011 until 2019 and led the de-merger of Invion into

Chronic Airway Therapeutics, the lead compound of which, nadolol, executed a positive proof of concept study in smokers with

Glass graduated from the University of Chicago and is board certified in internal medicine, pulmonary and critical

care medicine.

Rhodes has been our Interim Chief Financial Officer since February 1, 2021.

Since August 2024, Mr.

Rhodes has been the Chief

Financial Officer of Renatus Tactical Acquisition Corp I.

Rhodes joined Brio Financial Group (“Brio”) in January

From March 2020 to December 2020, Mr.

Rhodes served as the Interim Chief Financial Officer of Roadway Moving and Storage.

November 2018 to July 2019, he served as Interim CFO of Greyston Bakery and Foundation.

From December 2016 to September 2018, Mr.

Rhodes served as President, Chief Executive Officer and Director of GlyEco, Inc., and served as Chief Financial Officer of GlyEco, Inc.

from February 2016 to December 2016.

From May 2014 to January 2016, he served as Chief Financial Officer of Calmare Therapeutics.

Rhodes began his career at PricewaterhouseCoopers,

where he worked for 15 years.

Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in

Accounting from Seton Hall University and is a licensed CPA in New York.

has been our director since April 16, 2021.

Eagle is currently the Chief Medical Officer of Guardant Health, Inc

(“Guardant”).

To date, under Dr.

Eagle’s leadership, Guardant has expanded liquid cancer biopsy testing as well as expanding

blood-based screening with an FDA approved colon cancer screening test and a research agreement with National Cancer Institute (“NCI”) for multi-cancer screening.

Previously, Dr.

Eagle was Vice President of Oncology at Genentech, where he oversaw the medical programs across Genentech’s

oncology portfolio.

Prior to his current role, Dr.

Eagle worked in several positions at Pfizer from 2009 to 2019, including as the

oncology business lead in the United Kingdom and Canada, the global lead for Oncology Strategic Alliances and Partnerships based in

New York, and as the head of the Oncology Therapeutic Area Global Medical and Outcomes Group, including the U.S.

oncology medical

Through his multiple roles at Pfizer, Dr.

Eagle delivered significant business growth and was involved in multiple

strategic acquisitions and divestitures.

In addition, while at Pfizer, Dr.

Eagle oversaw extensive oncology clinical trial programs,

multiple regulatory and payer approvals across Pfizer’s oncology portfolio, health outcomes assessments and scientific

collaborations with key global research organizations like the NCI, and the European Organization for

Research and Treatment of Cancer (EORTC), and led worldwide development of several compounds including celecoxib, aromasin,

irinotecan, dalteparin and ozagomicin.

Eagle currently serves as a member of the board of directors and chair of the Science and

Policy Committee of Pierian Biosciences, a privately held life sciences company.

Eagle attended Medical School at the University

of New South Wales, Sydney, Australia and received his general internist training at Royal North Shore Hospital in Sydney.

completed his hemato-oncology and laboratory hematology training at Royal Prince Alfred Hospital in Sydney and was granted

Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA).

his training, Dr.

Eagle performed basic research at the Royal Prince of Wales hospital to develop a new monoclonal antibody to

inhibit platelets before moving into the pharmaceutical industry.

Eagle’s qualifications to sit on the Board include his

long and successful career in the international pharmaceutical industry, his senior executive experience in areas such as business

growth, strategic alliances and mergers and acquisition transactions, his experience as a member of both public and private company

boards in the healthcare and life science industries, and his wealth of oncology experience, including leading and participating in

scientific research, regulatory, pricing & re-imbursement negotiations for compounds in therapeutic areas.

Schreiber has been our director since August 8, 2017 and he previously served as our Chief Executive Officer, President, and

Executive Chairman of the Board at various times.

Schreiber combines over 30 years of experience in the securities industry.

retired in 2023 from his position as the Managing Director of Capital Markets at Taglich Brothers, Inc., where Mr.

Schreiber built

upon his extensive background in capital markets, deal structures, and syndications.

Prior to his time at Taglich Brothers, Inc., he

was a member of the board of directors of Paulson Investment Company, a 40-year-old full-service investment banking firm.

Schrieber joined the Board of Directors of Sonon Group, a German based company that focuses on providing solar-powered mobility

applications.

In addition, Mr.

Schreiber serves as a director and partner of Long Island Express North, an elite lacrosse training

organization for teams and individuals.

Schreiber is a graduate of Johns Hopkins University, where he received a

bachelor’s degree in political science.

Schreiber’s qualifications to sit on the Board include his financial

expertise and his experience with the Company.

Silverman has been our director since September 6, 2018 and currently serves as Chairman of the Board.

Silverman currently serves as the managing member of

Parkfield Funding LLC.

Silverman was the co-founder, and a principal and managing partner of Iroquois Capital Management, LLC

(“Iroquois”), an investment advisory firm.

Since its inception in 2003 until July 2016, Mr.

Silverman served as co-chief

investment officer of Iroquois.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating

investments in both public and private companies and has often been called upon by the companies to solve inefficiencies as they

relate to corporate structure, cash flow, and management.

From 2000 to 2003, Mr.

Silverman served as co-chief investment officer of

Vertical Ventures, LLC, a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique

consulting firm specializing in mergers and acquisitions.

Previously, Mr.

Silverman served as assistant press secretary to the

president of the United States.

Silverman currently serves as a director of AYRO Inc., Petros Pharmaceuticals, Inc.,

Synaptogenix Inc., Femasys Inc., and Pharmacyte Biotech, Inc., all of which are public companies.

Silverman received his B.A.

from Lehigh University in 1992.

Silverman’s qualifications to sit on the Board include his experience as an investment

professional, management consultant and as a director of numerous public companies.

Uzonwanne has been our director since April 16, 2021.

Uzonwanne is currently an independent consultant at Miralogx LLC,

where he previously served as Chief Operating Officer / Senior Adviser from June 2022 to December 2024.

From June 2022 until April

Uzonwanne served as the Chief Executive Officer for Mira Pharmaceuticals Inc.

(“Mira”), a U.S.

biopharmaceutical company focused on developing an oral FDA approved marijuana analog.

Prior to Mira, he was the Chief Business

Officer at a genetics-based healthcare company, 54gene, from March 2021 to June 2022.

Prior to 54gene, he was a Principal with ZS

Associates, Inc.

(“ZS Associates”), a consulting and professional services firm, a position he held from January 2021 to

Prior to joining ZS Associates, Mr.

Uzonwanne was a Principal at IQVIA, Inc.

(“IQVIA”) from 2018 to 2020,

where he served as the head of the firm’s US Financial Investors Consulting practice and as management consulting lead for

IQVIA’s service to a global pharmaceutical company and select emerging biopharmaceutical companies.

Prior to joining IQVIA,

Uzonwanne served as Vice President (Associate Partner) at EY-Parthenon LLP from 2016 to 2018, where he managed teams advising

corporate and private equity investors on a range of commercial due diligence targets in healthcare strategies and advised clients

on growth accelerating strategies and investments.

Prior to this role, Mr.

Uzonwanne has worked for several other companies

including Bain & Company, Dalberg Global Development Advisers, the Bill and Melinda Gates Foundation, and Monitor Group.

Uzonwanne is a 1998 graduate of Swarthmore College (double Honors B.A in Economics and Political Science).

qualifications to sit on the Board include his extensive life sciences advisory experience, as well as a deep corporate strategy and

finance role across multiple markets globally.

White has been our director since August 8, 2017.

White has more than 30 years of experience in financial management, operations

and business development.

Most recently, he served as Chief Financial Officer of Sidus Space, Inc.

SIDU), as the chief financial

officer for ProPhase Labs Inc.

PRPH), and the chief financial officer, chief operating officer, treasurer and secretary of Intellicheck,

Inc., (Nasdaq:

Prior to working at Intellicheck, Inc., he served 11 years as the chief financial officer, chief operating officer,

secretary and treasurer of FocusMicro, Inc.

As co-founder of FM, Mr.

White played an integral role in growing the

business from the company’s inception to leading its international expansion into Dubai, UAE.

White has broad domestic and

international experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives,

exploiting new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and organization

Prior to co-founding FM, he served 15 years in various financial leadership positions in the government sector.

started his career in Public Accounting.

White holds a Bachelor of Arts in Business Administration from Washington State University

and is a Certified Fraud Examiner.

White was selected to serve on the Board of Directors in part because of his significant financial

and accounting experience with public companies.

Stephen Friscia has

been our director since June 13, 2024.

Friscia is the manager and co-founder of Kipps Capital, a family office established in 2016.

Previously, Mr.

Friscia was a managing director and portfolio manager for multiple institutional investment and asset management firms,

with several focused in small and mid-cap value equities, including Iridian Asset Management LLC, MacKay Shields LLC, Bear Stearns Asset

Management Inc., John A.

Levin & Co., Inc., and Evergreen Investments LLC (Wachovia Corporation).

Friscia received his B.A.

Pace University – Lubin School of Business.

Friscia’s qualifications to sit on the Board include his experience with

small and mid-cap companies.

Relationships

are no family relationships between any of our officers or directors.

We have adopted a Code of Business Ethics and Conduct, which applies to our Board, our executive officers and our

employees, outlines the broad principles of ethical business conduct we adopted, covering subject areas such as, compliance with applicable

laws and regulations, handling of books and records, public disclosure reporting, insider trading, conflicts of interest, competition

and fair dealing, and other violations.

Our Code of Business Ethics and Conduct is available on our website at www.tnfpharma.com

in the “Governance” section found under the “Investors” tab.

We intend to disclose any amendments to, or waivers

from, our Code of Business Ethics and Conduct at the same website address provided above.

We formed a Risk and Disclosure Committee, which is served by the members of the Audit Committee, which reviews our

ethics and risk program and internal controls over compliance and identifies and recommends to the Board any changes that it deemed necessary.

The Risk and Disclosure Committee also monitors compliance with our Code of Ethics, reviews and evaluates our public

disclosures and disclosure controls and procedures and handles any whistleblower complaints.

Insider Trading Policy

Company has adopted an Insider Trading Policy which governs trading policy and procedures governing the purchase, sale, and/or other

dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading

laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of the insider trading policy is

included in Exhibit 14.1 to this Annual Report on Form 10-K.

While the Company is not subject to the insider trading policy, the Company

does not trade in its securities when it is in possession of material non-public information other than pursuant to previously adopted

Rule 10b5-1 trading plans, if any.

Composition and Committees

Amended and Restated Certificate of Incorporation, as amended (the “Charter”), and our Amended and Restated Bylaws (“Bylaws”)

provide that our Board will consist of a number of directors to be determined from time to time solely by resolution of the Board, which

is currently set at seven directors.

Vacancies or newly created directorships resulting from an increase in the authorized number of

directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors

then in office, although less than a quorum, or by a sole remaining director.

Board Diversity

have no formal policy regarding Board diversity.

Our Board believes that each director should have a basic understanding of the principal

operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative

standing in relation to our competitors.

We take into consideration the overall composition and diversity of the Board and areas of expertise

that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships.

we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience

as we may deem are in our and our stockholders’ best interests.

In doing so, we will also consider candidates with appropriate

non-business backgrounds.

are currently listed on the Nasdaq Capital Market and therefore rely on the definition of independence set forth in the Nasdaq

Listing Rules (“Nasdaq Rules”).

Under the Nasdaq Rules, a director will only qualify as an “independent

director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each

director concerning his background, employment, share ownership, and affiliations with other board members, shareholders, business,

contractor and family relationships, as well as the amount of the compensation we pay to each director, we have determined that Dr.

Silverman, Mr.

Eagle, and Mr.

Uzonwanne have no material relationships with us that would interfere with the

exercise of independent judgment and are “independent directors” as that term is defined in the Nasdaq Listing

Our Bylaws to require that at least 50% of the Board will qualify as “independent

directors” under the Nasdaq Rules and that the Chairman of the Board will be an independent director.

Currently, more than 50%

of the Board qualify as “independent directors” under the Nasdaq Rules.

We are currently in compliance with these requirements.

Board delegates various responsibilities and authority to different Board committees.

Committees regularly report on their activities

and actions to the full Board.

Currently, the Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate

Governance Committee and a Risk and Disclosure Committee.

Committee assignments are re-evaluated annually.

Each of these committees operates

under a charter that has been approved by our Board.

The current charter of each of these committees is available on our website at www.tnfpharma.com

in the “Corporate Governance” section under “Investors.”

following table sets forth the membership of each of the Board committees listed above.

Mitchell Glass, M.D.

Stephen Friscia

Audit Committee is responsible for, among other matters:

the integrity of our financial reporting process, including critical accounting policies and estimates, and systems of internal controls

regarding finance, accounting, legal and regulatory compliance;

the independence and performance of our independent auditors and our accounting personnel;

an avenue of communication among the independent auditors, management, our accounting personnel, and the Board;

and providing oversight for the independent auditors engaged to perform the audit of the financial statements;

the scope of the independent auditors’ examination;

the financial statements and the independent auditors’ report;

areas of potential significant financial risk and exposure to us, to the extent that there are any, and assess the steps management

has taken to monitor such risks;

compliance with legal and regulatory requirements;

recommendations from the independent auditors regarding internal controls and other matters;

recommendations to the Board;

any disagreements between management and the auditors regarding financial reporting;

the report required by Item 407(d) of Regulation S-K, as required by the rules of the SEC;

issues regarding accounting principles and financial statement presentation (including any significant changes in our selection or

application of accounting principles);

the effectiveness of any special accounting steps adopted in light of identified significant and/or material control deficiencies.

Audit Committee is composed of Bill J.

White (Chair), Joshua Silverman, and Jude Uzonwanne.

Our Board has determined that each of the

current members of the Audit Committee is independent in accordance with Nasdaq Rules and Rule 10A-3 under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

Our Board has also reviewed the education, experience and other qualifications

of each member of the Audit Committee.

Based upon that review, our Board has determined that Mr.

White qualifies as an “audit committee

financial expert,” as defined by the rules of the SEC.

Compensation Committee is responsible for, among other matters:

and approving on an annual basis goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of those goals and objectives, and determining the compensation of our Chief

Executive Officer based on this evaluation or recommending such goals, objectives and compensation of our Chief Executive Officer’s

to the Board for its approval;

and approving on an annual basis the compensation of our executive officers other than our Chief Executive Officer;

on an annual basis the fees and equity compensation paid to the Company’s non-employee directors for service on the Board

and Board committees and recommending any changes to the Board as necessary;

retaining and terminating any compensation consultant to be used by the Compensation Committee or us to assist in the evaluation

of the compensation of non-employee directors, the Chief Executive Officer or the other executive officers and approving such compensation

consultant’s fees and other retention terms, and overseeing the work of such compensation consultant;

approving and, when appropriate, making recommendations to the Board for approval, incentive-compensation programs and equity-based

plans and the adoption of or material changes in material employee benefit, bonus, severance and other compensation plans;

and approving and, when appropriate, recommending to the Board for approval, any employment agreements and change in control agreements

for each of our executive officers and any other officers recommended by the Chief Executive Officer or the Board, which includes

the ability to adopt, amend and terminate such agreements, arrangements or plans;

and approving the options and other equity-based compensation to be granted to executive officers, including the Chief Executive

Officer, and shall recommend to the Board for approval options and other equity-based compensation to be granted to non-employee

directors, and

conjunction with the Chief Executive Officer, determining the issuance of options and other equity-based compensation under the Company’s

incentive compensation and other stock-based plans to all other officers and employees.

Compensation Committee is composed of Joshua Silverman (Chair), Craig Eagle, M.D., and Jude Uzonwanne.

Our Board has determined that

each of the current members of the Compensation Committee is independent in accordance with Nasdaq Rules.

The Compensation Committee

may delegate the determination with respect to persons other than officers to the Chief Executive Officer but will approve the aggregate

amount granted to all employees and all new hire grants.

and Corporate Governance Committee

Nominating and Corporate Governance Committee is responsible for, among other matters:

the administration of our Code of Business Ethics and Conduct and related policies;

the search for and recommending individuals qualified to become members of the Board, and selecting director nominees to be presented

for election by the stockholders at each annual meeting;

in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors

for providing professional or consulting services to us or our affiliates, individual officers or one of their affiliates, without

appropriate review and evaluation for conflicts of interest;

that Board members do not serve on more than six other for-profit public company boards that have a class of securities registered

under the Exchange Act in addition to the Board;

the Board’s committee structure and to recommend to the Board for its approval;

recommendations received from stockholders for persons to be considered for nomination to the Board;

compliance with our corporate governance guidelines;

and implementing an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

and recommending changes to procedures whereby stockholders may communicate with the Board;

the independence of directors annually and reporting to the Board;

to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive

Chairman, whether the roles of Chairman and Chief Executive Officer should combine, and whether a Lead Director of the Board should

be appointed;

provided that such structure shall be subject to the bylaws of the Company then in effect.

Nominating and Corporate Governance Committee is composed of Jude Uzonwanne (Chair), Bill J.

White, and Joshua Silverman.

current appointed Nominating and Corporate Governance Committee members is “independent” within the meaning of the Nasdaq

Stock Market Rules.

and Disclosure Committee

Risk and Disclosure Committee is responsible for, among other matters:

the effectiveness of our Code of Ethics annually, including our ethics and risk program, and recommending to the Board any changes

to our policies and internal controls as necessary;

compliance with our Code of Ethics, and specifically reviewing and evaluating our public disclosures and annually reviewing and evaluating

our disclosure controls and procedures;

and approving any waivers of provisions of the Code of Ethics;

any whistleblower complaints and ensuring that all whistleblower complaints are appropriately reviewed by the Risk and Disclosure

Committee and that any appropriate remedial action if necessary is taken based on the results of its review;

that non-retaliation policies are instituted and strictly complied with in order to protect any Company employee who reports a whistleblower

Risk and Disclosure Committee is composed of Bill J.

White (Chair), Joshua Silverman and Jude Uzonwanne.

Our Board has determined that

each of the current members of the Risk and Disclosure Committee is independent in accordance with Nasdaq Rules.

in Certain Legal Proceedings

have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation

of the ability or integrity of our directors or executive officers, or in which any director, officer, nominee or principal stockholder,

or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent of our Common Stock, to file

with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock.

solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting

any independent investigation of our own, the Company believes that each person who, at any time during the year ended December 31, 2024,

was a director, officer or beneficial owner of more than ten percent of the Company’s common stock complied with all Section 16(a)

filing requirements during such fiscal year with the following exceptions:

a Form 3 for Mr.

Glass Mitchell was filed late on May 16,

2024 and a Form 3 for Mr.

Stephen Friscia was filed late on June 28, 2024.

Executive Compensation.

following is a discussion of the material components of the executive compensation arrangements of our named executive officers, comprised

of (i) our principal executive officer, (ii) the two most highly compensated executive officers other than the principal executive officer

who were serving as executive officers at the end of the 2024 fiscal year and whose salary, as determined by Regulation S-K, Item 402,

exceeded $100,000 and (iii) up to two most highly compensated former executive officers who were no longer serving as an executive officer

at the end of the 2024 fiscal year (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the

“Named Executive Officers”).

Named Executive Officers for 2024 were as follows:

Mitchell Glass, M.D., President and Chief Medical Officer

Rhodes, CPA, Interim Chief Financial Officer

Christopher Chapman, M.D., Former, President and Chief Medical Officer

Adam Kaplin, M.D., Former Chief Scientific Officer

as of 4:05 pm Eastern Time on February 14, 2024 we filed an amendment to our Amended and Restated Certificate of Incorporation to effect

a Reverse Stock Split of the issued and outstanding shares of our Common Stock, at a ratio of 1 for 30.

The stock awards listed below

have been adjusted to give effect to the Reverse Stock Split.

Compensation Table

and Principal Position

Compensation (2)

Mitchell Glass, M.D.

President, Chief Medical Officer

Ian Rhodes, CPA.

Interim Chief Financial Officer

Christopher Chapman, M.D.

Former President, Chief Medical Officer

Adam Kaplin, M.D., PhD (6)

Former Chief Scientific Officer

accordance with SEC rules, this column reflects the aggregate fair value of option awards granted during the fiscal year ended December

31, 2024, computed as of their respective grant dates in accordance with FASB ASC Topic 718 for share-based compensation transactions.

column reflects the matching contribution paid to participants of the TNF Pharmaceuticals, Inc.

401(k) PS Plan (the “401(k) Plan”)

and amounts paid for personal time off and severance of separated employees.

Glass was appointed President and Chief Medical Officer of TNF effective June 13, 2024.

For further information regarding the terms

Glass’ employment, see the section below titled “Narrative Disclosure to Summary Compensation Table—Employment

of Mitchell Glass, M.D.”

Rhodes serves as our interim Chief Financial Officer on the terms of a CFO Consulting Agreement, dated July 21, 2020, between the

Company and Brio Financial Group.

For further information regarding the terms of Mr.

Rhodes’ employment, see the section below

titled “Narrative Disclosure to Summary Compensation Table—Employment of Ian Rhodes.”

Chapman was appointed President and Chief Medical Officer of TNF effective April 16, 2021.

Prior to the Merger, Dr.

Chapman served

as the President and Chief Medical Officer of MyMD Florida effective November 1, 2020.

On June 14, 2024, Dr.

Chapman resigned from

his position as President, Chief Medical Officer and member of the board of directors of the Company.

For further information regarding

the terms of Dr.

Chapman’s employment, see the section below titled “Narrative Disclosure to Summary Compensation Table—Employment

of Chris Chapman, M.D.” Dr.

Glass is not entitled to any additional compensation for his service

as President and Chief Medical Officer.

Kaplin was appointed Chief Scientific Officer of TNF effective April 16, 2021.

Prior to the Merger, Dr.

Kaplin served as Chief Scientific

Officer of MyMD Florida effective December 18, 2020.

On April 15, 2024, Dr.

Kaplin resigned from his role as an officer of the Company.

further information regarding the terms of Dr.

Kaplin’s employment, see the section below titled “Narrative Disclosure

to Summary Compensation Table—Employment of Adam Kaplin, M.D., Ph.D.”

April 16, 2021, Mr.

Rivard entered into an employment agreement, under which he received an annual salary of $165,000.

Rivard was appointed as Chief Legal Officer and his annual salary was increased to $275,000, retroactively to January 1,

Prior to the Merger, Mr.

Rivard served as Executive Vice President of Operations and General Counsel of MyMD Florida effective

September 21, 2020.

Effective as of November 14, 2023, Mr.

Rivard separated from his employment with the Company.

April 4, 2023, the Company granted 25,000 non-qualified stock options, on June 7, 2023, the Company granted 10,000 non-qualified

stock options, and on September 6, 2023, the Company granted 33,334 non-qualified stock options to Dr.

Pursuant to the Chapman Severance Agreement (as defined herein), such options accelerated upon Dr.

resignation and Dr.

Chapman was provided with three months following his resignation to exercise such options.

Such options were not exercised

within the prescribed period and, accordingly, were forfeited.

June 7, 2023, the Company granted 5,000 non-qualified stock options to Dr.

Glass has served as a member of the Board of Directors since April 8, 2024.

Glass’ board fees totaled $6,500 for the year

ended December 31, 2024.

Disclosure to Summary Compensation Table

have entered into employment agreements with certain of our Named Executive Officers.

of Ian Rhodes

July 21, 2020, the Company entered into a CFO Consulting Agreement (the “Consulting Agreement”) with Brio Financial Group

(“Brio”), pursuant to which, Brio would provide an Interim Chief Financial Officer for the Company.

Effective as of January

29, 2021, the Company appointed Ian Rhodes as its interim Chief Financial Officer.

Pursuant to the Consulting Agreement, the Company

paid Brio an initial retainer fee of $7,500 and paid a fixed monthly payment of $13,500.

The Consulting Agreement also provided that

the Company would be billed for travel and other out-of-pocket costs.

The Consulting Agreement expired on June 30, 2021.

Since that time,

Rhodes has continued to serve as the Company’s interim Chief Financial Officer under the same terms set forth in the Consulting

of Chris Chapman, M.D.

Employment Agreement

November 1, 2020, MyMD Florida and Dr.

Chapman entered into an employment agreement, which was subsequently amended by that certain First

Amendment to Employment Agreement, dated December 18, 2020, that certain Second Amendment to Employment Agreement dated January 8, 2021,

and that certain Third Amendment to Employment Agreement dated February 11, 2021 (such agreement, as amended, the “Chapman Employment

Agreement”), pursuant to which Dr.

Chapman was appointed President and Chief Medical Officer of MyMD Florida.

Under the Chapman

Employment Agreement, Dr.

Chapman was entitled to an annual base salary of $165,000, payable monthly.

Chapman was also eligible to receive bonus compensation in the form of lump-sum cash payments made within 30 days following the completion

of certain specified “Bonus Events” (as defined in the Chapman Employment Agreement).

The aggregate amount of bonus compensation

payable to Dr.

Chapman upon achievement of all specified Bonus Events was $800,000.

In addition, Dr.

Chapman was eligible to receive additional

bonus compensation in connection with his annual performance, determined in the sole discretion of MyMD Florida’s board of directors.

Pursuant to and on the effective date of the Chapman Employment Agreement, Dr.

Chapman was also granted options to purchase 250,000 shares

of MyMD Florida Common Stock, at an exercise price of $1.00 per share, which was subsequently adjusted to options to purchase 3,215 shares

of the Company’s Common Stock at an exercise price of $77.10 in connection with the Merger and reverse stock split of the Company’s

Common Stock.

Such options all vested immediately upon grant.

The options had an original term of lasting until the earlier of (i) ten

years from the date of grant or (ii) the second-year anniversary of the effective date of a “Reorganization Event” as defined

in the MyMD Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (as amended, the “MyMD Florida Incentive Plan”)

(the practical effect of which makes the term of such options expire on the second-year anniversary of the effective date of the merger,

which occurred on April 16, 2021).

MyMD Florida also agreed to provide and cover the cost of health insurance and disability policies

Chapman during the term of employment under the Chapman Employment Agreement.

Chapman’s employment with MyMD Florida pursuant to the Chapman Employment Agreement commenced as of the effective date of the Chapman

Employment Agreement and was to continue for a period of two years, unless earlier terminated by either party, with such termination

effective upon the provision of written notice to the other party.

In the event of termination of Dr.

Chapman’s employment with

MyMD Florida for cause, MyMD Florida was to pay to Dr.

Chapman his monthly base salary for a period of three months following the date

that notice of termination of employment is provided, which would be the full extent of MyMD Florida’s obligations with respect

to severance payments to Dr.

Chapman under the Chapman Employment Agreement.

Chapman Employment Agreement also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

August 2, 2020, Dr.

Chapman received a discretionary grant of options to

purchase 200,000 shares of MyMD Florida Common Stock, at an exercise price of $1.00 per share which was subsequently adjusted to options

to purchase 2,572 shares of Common Stock at an exercise price of $77.10 in connection with the Merger and reverse stock split of the Company’s

Common Stock.

All such options vested immediately upon grant.

The options had an original term of ten years from the date of grant, subject

to certain events described in the applicable award agreement, including Dr.

Chapman’s, death, disability, retirement or an “Event

of Cause” (as defined in the applicable award agreement).

In connection with the Merger Agreement, certain terms of such options

were amended.

These options expired on April 16, 2023.

Employment Agreement

following the effective time of the Merger, the Board appointed Dr.

to the position of President and Chief Medical Officer of the Company pursuant to the terms of the Chapman Employment Agreement.

November 24, 2021, the Company and Dr.

Chapman entered into a Fourth Amendment

to the Chapman Employment Agreement (the “Fourth Amendment”).

The Fourth Amendment provided that certain performance criteria

applicable to Dr.

Chapman’s bonus compensation under the Chapman Employment Agreement would be waived and deemed to have been achieved,

Chapman would be entitled to a bonus payment of $100,000 as a result.

On August 30, 2022, the Company and Dr.

Chapman entered

into a Fifth Amendment to the Chapman Employment Agreement to amend one of the performance criteria under the Chapman Employment Agreement,

upon the achievement of which by the Company Dr.

Chapman would be entitled to an additional bonus payment of $100,000.

On February 1,

2023, the Company and Dr.

Chapman entered into the Sixth Amendment to the Chapman Employment Agreement providing for Dr.

annual base salary to be set at $310,000, effective retroactively to January 1, 2023, and on September 8, 2023, the Company and Dr.

entered into a Seventh Amendment to the Chapman Employment Agreement providing for Dr.

Chapman’s annual base salary to be set at

$500,000, effective retroactively to January 1, 2023.

2023 Amendment

November 13, 2023, the Company entered into the Eighth Amendment to the

Chapman Employment Agreement providing for Dr.

Chapman’s annual base salary to be adjusted from $500,000 (the “Full Base Salary”)

to $250,000 in cash per annum, until payment of such Full Base Salary would no longer jeopardize the Company’s ability to continue

as a going concern, as determined by the Company in its sole discretion.

The amendment further provides that the remaining $250,000 of

base salary per annum (the “Deferral Amount”) shall be deferred until payment of the Deferral Amount would no longer jeopardize

the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Deferral

Amount may be paid, at Dr.

Chapman’s election, in shares of Common Stock or in cash.

Effective June 14, 2024, the Company entered into a general release and severance agreement with Dr.

Chapman (“Chapman

Severance Agreement”).

Pursuant to the Chapman Severance Agreement, Dr.

Chapman was entitled to (i) payment in the amount of $125,000,

less all lawful and authorized withholdings and deductions, to be paid in three (3) equal monthly installments, (ii) a one-time payment

equal to $25,000, less all lawful and authorized withholdings and deductions, (iii) reimbursement for continuation coverage under the

Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period of up to three (3) months, and (iv) acceleration of certain

unvested options granted to Dr.

Chapman pursuant to those certain non-qualified stock option agreements, dated April 4, 2023 and June

June 14, 2024, the Company and Christopher Chapman, M.D.

mutually agreed on the separation of Dr.

Chapman from his position as President,

Chief Medical Officer and member of the board of directors of the Company, effective as of June 14, 2024.

of Adam Kaplin, M.D., Ph.D.

Employment Agreement

December 18, 2020, MyMD Florida and Dr.

Kaplin entered into an employment agreement, which was subsequently amended by that certain

First Amendment to Employment Agreement, dated February 11, 2021 (such agreement, as amended, the “Kaplin Employment

Agreement”), pursuant to which Dr.

Kaplin was appointed Chief Scientific Officer of MyMD Florida.

Under the Kaplin Employment

Agreement, Dr.

Kaplin was entitled to an annual base salary of $250,000, payable monthly.

Kaplin was also eligible to receive

bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain specified

“Bonus Events” (as defined in the Kaplin Employment Agreement).

The aggregate amount of bonus compensation payable to

Kaplin upon achievement of all specified Bonus Events is $800,000.

In addition, Dr.

Kaplin was eligible to receive additional

bonus compensation in connection with his annual performance, determined in the sole discretion of MyMD Florida’s board of

On the effective date of the Kaplin Employment Agreement, Dr.

Kaplin received a signing bonus in the form of a lump-sum

cash payment in the amount of $100,000 and was also granted options to purchase 400,000 shares of MyMD Florida Common Stock, at an

exercise price of $1.00 per share.

(After giving effect to the Exchange Ratio and the Reverse Stock Split, such MyMD Florida options

became options to purchase 5,145 shares of the Company’s Common Stock at an exercise price of $77.10 per share.) Such options all

vested immediately upon grant.

The options had an original term of lasting until the earlier of (i) ten years from the date of grant

or (ii) the second-year anniversary of the effective date of a “Reorganization Event” as defined in the MyMD Florida

Incentive Plan (the practical effect of which made the term of such options expire on the second-year anniversary of the effective

date of the merger, which occurred on April 16, 2021).

MyMD Florida also agreed to provide and cover the cost of health insurance

and disability policies for Dr.

Kaplin during the term of employment under the Kaplin Employment Agreement.

Kaplin’s employment with MyMD Florida pursuant to the Kaplin Employment Agreement commenced on December 18, 2020, and was to continue

for a term of two years unless earlier terminated by either party, with such termination effective upon the provision of written notice

to the other party.

In the event of termination of Dr.

Kaplin’s employment with MyMD Florida for cause, MyMD Florida was to pay

Kaplin his monthly base salary for a period of three months following the date that notice of termination of employment is provided,

which would be the full extent of MyMD Florida’s obligations with respect to severance payments to Dr.

Kaplin under the Kaplin

Employment Agreement.

Kaplin Employment Agreement also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

Employment Agreement

following the effective time of the Merger, the Board appointed Dr.

to the position of Chief Scientific Officer of the Company pursuant to the terms of the Kaplin Employment Agreement.

November 24, 2021, the Company and Dr.

Kaplin entered into a Second Amendment

to the Kaplin Employment Agreement which provided that certain performance criteria applicable to Dr.

Kaplin’s bonus compensation

under the Kaplin Employment Agreement would be waived and deemed to have been achieved, and that Dr.

Kaplin would be entitled to a bonus

payment of $100,000 as a result.

On August 30, 2022, the Company and Dr.

Kaplin entered into a Third Amendment to the Kaplin Employment

Agreement to amend one of the performance criteria under the Kaplin Employment Agreement, upon the achievement of which by the Company

Kaplin would be entitled to an additional bonus payment of $100,000.

2023 Amendment

November 13, 2023, the Company entered into an amendment to the Fourth Kaplin Employment Agreement (the “Kaplin Fourth Amendment”)

providing that Dr.

Kaplin’s employment shall have an initial term of four months, which the parties may mutually agree to extend

for additional consecutive terms of one month each.

The Kaplin Fourth Amendment further provided that, in the event of termination without

cause by the Company prior to the end of the initial term, Dr.

Kaplin would receive his monthly base salary through the end of the initial

The Kaplin Fourth Amendment further provided that all outstanding and unvested shares granted pursuant to the Nonqualified Stock

Option Agreement, dated June 7, 2023, between the Company and Dr.

Kaplin shall accelerate upon the termination of Dr.

The Kaplin Fourth Amendment further provided that, in the event of a termination for any reason prior to the end of the first

renewal term following the end of the initial term, the Company would continue to cover the costs of Dr.

Kaplin’s health insurance

coverage through the end of the first renewal term, subject to the execution and timely return of a release.

The initial term ended on

March 12, 2024, and the term of the Kaplin Employment Agreement was not extended.

Kaplin served as the Company’s Chief Scientific

Officer and received a salary of $125,000 per annum and benefits without an employment agreement until he tendered his resignation from

such role effective April 15, 2024.

Equity Awards at Fiscal Year-End

following table sets forth information concerning the outstanding equity awards that have been previously awarded to each of our Named

Executive Officers and which remain outstanding as of December 31, 2024:

Named Executive Officer

unexercisable

Market value of

Mitchell Glass, M.D.

President, Chief Medical Officer

Ian Rhodes, CPA

Interim Chief Financial Officer

Christopher Chapman, M.D.

Former President, Chief Medical Officer

Adam Kaplin, M.D., PhD

Former Chief Scientific Officer

April 4, 2023.

One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the

grant date, and one third vest on the second anniversary of the grant date.

Pursuant to the terms of the Separation Agreement, dated as of June 14, 2024, by and between the Company and Dr.

Chapman (the “Separation Agreement”), in connection with Dr.

Chapman’s resignation from his position as President, Chief

Medical Officer and member of the board of directors of the Company, the vesting of such options accelerated and Dr.

Chapman had until

September 14, 2024, to exercise such options.

Such options were not exercised and were forfeited.

June 7, 2023.

One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the

grant date, and one third vest on the second anniversary of the grant date.

Pursuant to the Separation Agreement, the vesting of such options accelerated and Dr.

Chapman had until September

14, 2024, to exercise such options.

Such options were not exercised and were forfeited.

following table presents the total compensation for each person who served as a member of our Board during 2024.

All compensation

Chapman and Dr.

Glass during 2024 is reported under the Summary Compensation Table.

Other than as set forth in the table

and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity

awards to, or pay any other compensation to any of the other members of our Board in such period.

Compensation (2)

Josh Silverman

Craig Eagle, M.D

Jude Uzonwanne

Stephen Friscia

Christopher Schreiber (3)

accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended December

31, 2024, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards

Codification Topic 718 for share-based compensation transactions.

column includes salaries and matching contributions paid to participants of the 401(k) Plan for non-executive employee members of

January 24, 2020, Mr.

Schreiber entered into an employment agreement with the Company, under which he would receive an annual salary

Since then, he has served the Company in various positions, and his employment agreement with the Company remains in

connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective

November 13, 2023, the Company entered into an amendment to the employment agreement of Mr.

Schreiber providing for Mr.

annual fee to be adjusted from $300,000 (the “Full Fee”) to $60,000 in cash per annum, until payment of his Full Fee would no longer jeopardize the Company’s ability to continue as a going concern,

as determined by the Company in its sole discretion.

The amendment further provides that the remaining $240,000 of the fees per annum

(the “Fee Deferral Amount”) shall be deferred until payment of the Fee Deferral Amount would no longer jeopardize the

Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Fee

Deferral Amount may be paid, at Mr.

Schreiber’s election, in shares of Common Stock or in cash.

Disclosure to Director Compensation Table

approved by the Compensation Committee of the Board on March 29, 2019, beginning in April 2019, each serving director who is not also

holding a position as an executive officer is paid $8,000 per month.

On or around May 2020, the Compensation Committee of the Board approved

payments to Mr.

Silverman of $18,000 per month, beginning in May 2020.

All director fees were paid on a monthly basis.

November 13, 2023, the Board approved certain adjustments to the director fees.

Silverman’s fees were decreased from $216,000

to $60,000 annually, with payment of the excess amount of $156,000 deferred until the date that payment of such amount would no longer

jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which

time such amount may be paid, at Mr.

Silverman’s election, in shares of Common Stock or in cash.

Eagle’s, Uzonwanne’s,

and White’s fees were decreased from $96,000 to $60,000 annually, with payment of the excess amounts of $36,000 per director deferred

until the date that payment of such amounts would no longer jeopardize the Company’s ability to continue as a going concern, as

determined by the Company in its sole discretion, at which time such amounts may be paid, at each director’s election, in shares

of Common Stock or in cash.

October 14, 2021, the Compensation Committee of the Board authorized the issuance of 93,166 restricted stock units with a fair

market value of $242.70 per RSU to the directors and key employees of the Company.

These RSUs will vest in thirds when certain

market capitalization milestones are met and maintained for twenty consecutive trading sessions.

Upon achievement of a vesting

milestone, the expenses related to the vested RSUs will be recorded at the fair market value of the Company’s Common Stock on

the date of vesting.

As of December 31, 2024, none of the vesting milestones have been met.

June 5, 2023, the Compensation Committee of the Board authorized the issuance, effective as of June 7, 2023, of options to purchase an

aggregate of 66,498 shares of Common Stock with an exercise price of $49.80 per share to the directors and key employees of the Company.

These options vested (i) one third on the date of grant;

(ii) one third on the first anniversary of the date of grant;

and (iii) one

third on the second anniversary of the date of grant, provided that the holder remains employed by the Company or a subsidiary on the

applicable vesting date.

Timing of Certain Equity Awards

We do not have any policies and practices on the timing

of awards of stock options or other equity grants in relation to the disclosure of material nonpublic information.

The Company grants

stock options based on timelines in the normal course of business independent of the occurrence of these types of events (e.g., at a

pre-established dates, such as on an employee’s start date, at board of director meetings held once each year and following annual

performance reviews).

During the last completed fiscal year, we did not grant equity awards in anticipation of the release of material

nonpublic information that is likely to result in changes to the price of our Common Stock and did not time the public release of such

information based on award grant dates.

During the last completed fiscal year, we have not made awards to any named executive officer

during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or

Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

Compensation Plans

Equity Incentive Plan

to the Merger Agreement, at the effective time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”),

which was approved by the Company’s stockholders on April 15, 2021.

The 2021 Plan provides for the granting of incentive stock

options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other

awards which may be granted singly, in combination or in tandem, and which may be paid in cash or shares of Common Stock.

At the effective

time of the Merger, the number of shares of Common Stock that were reserved for issuance pursuant to awards under the 2021 Plan was 240,940

On November 25, 2025, the Company’s stockholders approved

the First Amendment to the 2021 Plan to increase the aggregate number of shares of the Company’s Common Stock available for the

grant of awards under the 2021 Plan to a total of 2,500,000 shares of Common Stock.

As of December 31, 2024, 2,349,184 shares remain available

for issuance under the 2021 Plan.

The purpose of the 2021 Plan is to enable the Company to remain competitive and innovative in its ability to attract and retain the services

of key employees, key contractors, and non-employee directors of the Company or any of its subsidiaries.

The 2021 Plan provides for the

granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units,

performance awards, and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares

of the Company’s Common Stock.

The 2021 Plan is expected to provide flexibility to the Company’s compensation methods in

order to adapt the compensation of key employees, key contractors, and non-employee directors to a changing business environment, after

giving due consideration to competitive conditions and the impact of applicable tax laws.

Date and Expiration .

The 2021 Plan was approved by the Company’s Board of Directors on March 18, 2021 (the “Plan Effective

Date”) and approved by the Company’s stockholders on April 15, 2021.

The 2021 Plan will terminate on the tenth anniversary

of the Plan Effective Date, unless sooner terminated by the Company’s Board of Directors.

No awards may be made under the 2021

Plan after its termination date, but awards made prior to the termination date may extend beyond that date in accordance with their terms.

Authorization .

At the effective time of the Merger, the number of shares of Common Stock that were reserved for issuance pursuant

to awards under the 2021 Plan was 240,940 shares, 100% of which may be delivered as incentive stock options.

Shares to be issued may

be made available from authorized but unissued shares of the Company’s Common Stock, shares held by the Company in its treasury,

or shares purchased by the Company on the open market or otherwise.

During the term of the 2021 Plan, the Company will at all times reserve

and keep enough shares available to satisfy the requirements of the 2021 Plan.

If an award under the 2021 Plan is cancelled, forfeited,

or expires, in whole or in part, the shares subject to such forfeited, expired, or cancelled award may again be awarded under the 2021

Awards that may be satisfied either by the issuance of Common Stock or by cash or other consideration shall be counted against

the maximum number of shares that may be issued under the 2021 Plan only during the period that the award is outstanding or to the extent

the award is ultimately satisfied by the issuance of shares.

An award will not reduce the number of shares that may be issued pursuant

to the 2021 Plan if the settlement of the award will not require the issuance of shares, as, for example, a stock appreciation right

that can be satisfied only by the payment of cash.

Shares of Common Stock that are otherwise deliverable pursuant to an award under the

2021 Plan that are withheld in payment of the option price of an option or for payment of applicable employment taxes and/or withholding

obligations resulting from the award shall be treated as delivered to the award recipient and shall be counted against the maximum number

of shares of our Common Stock that may be issued under the 2021 Plan.

Only shares forfeited back to the Company or cancelled on account

of termination, expiration, or lapse of an award shall again be available for grant of incentive stock options under the 2021 Plan but

shall not increase the maximum number of shares described above as the maximum number of shares of the Company’s Common Stock that

may be delivered pursuant to incentive stock options.

Administration .

The 2021 Plan is administered by the compensation committee of the Board or such other committee of the board as is designated by it

to administer the 2021 Plan (the “2021 Plan Administration Committee”).

If necessary to satisfy the requirements of Rule

16b-3 promulgated under the Exchange Act, membership on the 2021 Plan Administration Committee shall be limited to those members of the

Board who are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

At any time there is

no 2021 Plan Administration Committee to administer the 2021 Plan, any reference to the 2021 Plan Administration Committee is a reference

to the Board.

2021 Plan Administration Committee will determine the persons to whom awards are to be made;

determine the type, size, and terms of awards;

interpret the 2021 Plan;

establish and revise rules and regulations relating to the 2021 Plan as well as any sub-plans for awards to

be made to eligible award recipients who are not resident in the United States;

establish performance goals for awards and certify the

extent of their achievement;

and make any other determinations that it believes are necessary for the administration of the 2021 Plan.

The 2021 Plan Administration Committee may delegate certain of its duties to one or more of the Company’s officers as provided

in the 2021 Plan.

Notwithstanding the foregoing, to the extent necessary to satisfy the requirements of Rule 16b-3 promulgated under

the Exchange Act, any function relating to an award recipient subject to the reporting requirements of Section 16 of the Exchange Act

shall be performed solely by the 2021 Plan Administration Committee.

the adoption of the 2021 Plan, awards granted under the 2018 Plan (as defined below) remained in full force and effect under the terms

and conditions of the 2018 Plan and in accordance with each award’s respective terms.

Eligibility .

Employees (including any employee who is also a director or an officer), contractors, and non-employee directors of the Company or any

of its subsidiaries, whose judgment, initiative, and efforts contributed to or may be expected to contribute to the Company’s successful

performance, are eligible to participate in the 2021 Plan.

As of December 31, 2024, the Company had 2 employees, 5 contractors, and

4 non-employee directors who would be eligible for awards under the 2021 Plan.

The 2021 Plan Administration Committee may grant either incentive stock options (“ISOs”) qualifying under Section

422 of the Code, or nonqualified stock options, provided that only employees of the Company and its subsidiaries (excluding subsidiaries

that are not corporations) are eligible to receive ISOs.

Stock options may not be granted with an option price less than 100% of the

fair market value of a share of Common Stock on the date the stock option is granted.

If an ISO is granted to an employee who owns or

is deemed to own more than 10% of the combined voting power of all classes of the Company’s stock (or of any parent or subsidiary),

the option price shall be at least 110% of the fair market value of a share of Common Stock on the date of grant.

The 2021 Plan Administration

Committee will determine the terms of each stock option at the time of grant, including, without limitation, the methods by or forms

in which shares will be delivered to participants or registered in their names.

The maximum term of each option, the times at which each

option will be exercisable, and provisions requiring forfeiture of unexercised options at or following termination of employment or service

generally are fixed by the 2021 Plan Administration Committee, except that the 2021 Plan Administration Committee may not grant stock

options with a term exceeding 10 years or, in the case of an ISO granted to an employee who owns or is deemed to own more than 10% of

the combined voting power of all classes of our stock (or of any parent or subsidiary), a term exceeding five years.

of stock options may pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company;

delivering to the Company shares of the Company’s Common Stock (including restricted stock) already owned by the participant having

a fair market value equal to the aggregate option price and that the participant has not acquired from the Company within six months

prior to the exercise date;

(iii) by delivering to the Company or its designated agent an executed irrevocable option exercise form,

together with irrevocable instructions from the participant to a broker or dealer, reasonably acceptable to the Company, to sell certain

of the shares purchased upon the exercise of the option or to pledge such shares to the broker as collateral for a loan from the broker

and to deliver to the Company the amount of sale or loan proceeds necessary to pay the purchase price;

(iv) by requesting that Company

withhold the number of shares otherwise deliverable upon exercise of the stock option by the number of shares having an aggregate fair

market value equal to the aggregate option price at the time of exercise ( i.e., a cashless net exercise);

and (v) by any other

form of valid consideration that is acceptable to the 2021 Plan Administration Committee in its sole discretion.

No dividends or dividend

equivalent rights may be paid or granted with respect to any stock options granted under the 2021 Plan.

Appreciation Rights .

The 2021 Plan Administration Committee is authorized to grant stock appreciation rights (“SARs”)

as a stand-alone award, or freestanding SARs, or in conjunction with options granted under the 2021 Plan, or tandem SARs.

a participant to receive an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise over

the fair market value of a share of our Common Stock on the date of grant.

The exercise price of a SAR cannot be less than 100% of the

fair market value of a share of the Company’s Common Stock on the date of grant.

The 2021 Plan Administration Committee will determine

the terms of each SAR at the time of the grant, including, without limitation, the methods by or forms in which shares will be delivered

to participants or registered in their names.

The maximum term of each SAR, the times at which each SAR will be exercisable, and provisions

requiring forfeiture of unexercised SARs at or following termination of employment or service generally are fixed by the 2021 Plan Administration

Committee, except that no freestanding SAR may have a term exceeding 10 years and no tandem SAR may have a term exceeding the term of

the option granted in conjunction with the tandem SAR.

Distributions to the recipient may be made in Common Stock, cash, or a combination

of both as determined by the 2021 Plan Administration Committee.

No dividends or dividend equivalent rights may be paid or granted with

respect to any SARs granted under the 2021 Plan.

Stock and Restricted Stock Units .

The 2021 Plan Administration Committee is authorized to grant restricted stock and restricted stock

Restricted stock consists of shares of our Common Stock that may not be sold, assigned, transferred, pledged, hypothecated, encumbered,

or otherwise disposed of, and that may be forfeited in the event of certain terminations of employment or service, prior to the end of

a restricted period as specified by the 2021 Plan Administration Committee.

Restricted stock units are the right to receive shares of

Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the 2021

Plan Administration Committee, which include a substantial risk of forfeiture and restrictions on their sale or other transfer by the

The 2021 Plan Administration Committee determines the eligible participants to whom, and the time or times at which, grants

of restricted stock or restricted stock units will be made;

the number of shares or units to be granted;

the price to be paid, if any;

the time or times within which the shares covered by such grants will be subject to forfeiture;

the time or times at which the restrictions

will terminate;

and all other terms and conditions of the grants.

Restrictions or conditions could include, but are not limited to, the

attainment of performance goals (as described below), continuous service with the Company, the passage of time, or other restrictions

and conditions.

Except as otherwise provided in the 2021 Plan or the applicable award agreement, a participant shall have, with respect

to shares of restricted stock, all of the rights of a stockholder of the Company holding the class of Common Stock that is the subject

of the restricted stock, including, if applicable, the right to vote the Common Stock and the right to receive any dividends thereon,

provided that (i) any dividends with respect to such a restricted stock award may be withheld by the Company for the participant’s

account until such award is vested, subject to such terms as determined by the 2021 Plan Administration Committee, and (ii) any dividends

so withheld by the Company and attributable to any particular restricted stock award shall be distributed to such participant in cash

or, at the discretion of the 2021 Plan Administration Committee, in shares of the Company’s Common Stock having a fair market value

equal to the amount of such dividends, if applicable, upon vesting of the award.

If, however, such restricted stock award is forfeited,

the participant’s rights as to such dividends will also be forfeited.

The 2021 Plan Administration Committee may grant performance awards payable at the end of a specified performance period

in cash, shares of Common Stock, units, or other rights based upon, payable in, or otherwise related to the Company’s Common Stock.

Payment will be contingent upon achieving pre-established performance goals (as discussed below) by the end of the applicable performance

The 2021 Plan Administration Committee will determine the length of the performance period, the maximum payment value of an award,

and the minimum performance goals required before payment will be made, so long as such provisions are not inconsistent with the terms

of the 2021 Plan and, to the extent an award is subject to Section 409A of the Code, are in compliance with the applicable requirements

of Section 409A of the Code and any applicable regulations or guidance.

In certain circumstances, the 2021 Plan Administration Committee

may, in its discretion, determine that the amount payable with respect to certain performance awards will be reduced from the maximum

amount of any potential awards.

If the 2021 Plan Administration Committee determines, in its sole discretion, that the established performance

measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure, or

for other reasons that the 2021 Plan Administration Committee deems satisfactory, the 2021 Plan Administration Committee may modify the

performance measures or objectives and/or the performance period.

Awards of restricted stock, restricted stock units, performance awards, and other awards under the 2021 Plan may be made subject

to the attainment of performance goals relating to one or more business criteria which shall consist of one or more or any combination

of the following criteria (“Performance Criteria”):

cash (cash flow, cash generation or other cash measures);

ratio of debt to debt plus equity;

net borrowing, credit quality or debt ratings;

profit before tax;

economic profit;

before interest and taxes;

earnings before interest, taxes, depreciation and amortization;

gross margin;

earnings per share (whether

on a pre-tax, after-tax, operational or other basis);

operating earnings;

capital expenditures;

improvements in capital structure;

(expense management, expense ratio, expense efficiency ratios, expense levels or other expense measures);

economic value added;

of operating earnings to capital spending or any other operating ratios;

free cash flow;

profit (net profit, gross profit, operating

profit, economic profit, profit margin or other corporate profit measures);

net income (before or after taxes, operating income or other

income measures);

net asset value per share;

business expansion or consolidation (the accomplishment of mergers, acquisitions,

dispositions, public offerings or similar extraordinary business transactions);

sales growth;

price of the Company’s Common Stock;

return measures (including, without limitation, return on assets, capital, equity, investments or sales, and cash flow return on assets,

capital, equity, or sales);

market share;

inventory levels, inventory management, inventory turn or shrinkage;

stock price or performance;

internal rate of return or increase in net present value;

working capital targets relating to inventory and/or accounts receivable;

or product delivery or quality;

customer satisfaction;

employee retention;

safety standards;

productivity measures;

cost reduction measures;

strategic plan development and implementation;

or total return to shareholders.

Any Performance Criteria may be used to measure our performance

as a whole or of any of our business units and may be measured relative to a peer group or index.

Any Performance Criteria may include

or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains or losses on the disposition of

(iii) changes in tax or accounting regulations or laws;

(iv) the effect of a merger or acquisition, as identified in the

Company’s quarterly and annual earnings releases;

or (v) other similar occurrences.

In all other respects, Performance Criteria

shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles, or under

a methodology established by the 2021 Plan Administration Committee prior to the issuance of an award, which is consistently applied

and identified in the Company’s audited financial statements, including in footnotes, or the Compensation Discussion and Analysis

sections of the Company’s annual report and definitive proxy statement, as applicable.

The 2021 Plan Administration Committee may grant other forms of awards, based upon, payable in, or that otherwise relate

to, in whole or in part, shares of the Company’s Common Stock, if the 2021 Plan Administration Committee determines that such other

form of award is consistent with the purpose and restrictions of the 2021 Plan.

The terms and conditions of such other form of award

shall be specified in the grant.

Such other awards may be granted for no cash consideration, for such minimum consideration as may be

required by applicable law, or for such other consideration as may be specified in the grant.

Forfeiture and Recoupment, Assignment .

The 2021 Plan Administration Committee, in its sole discretion, may determine that an award

will be immediately vested, in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its

date of grant, or until the occurrence of one or more specified events, subject in any case to the terms of the 2021 Plan.

Plan Administration Committee imposes conditions upon vesting, then, subsequent to the date of grant, the 2021 Plan Administration Committee

may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested.

2021 Plan Administration Committee may impose on any award at the time of grant or thereafter, such additional terms and conditions as

the 2021 Plan Administration Committee determines, including terms requiring forfeiture of awards in the event of a participant’s

termination of employment or service.

The 2021 Plan Administration Committee will specify the circumstances on which performance awards

may be forfeited in the event of a termination of service by a participant prior to the end of a performance period or settlement of

Except as otherwise determined by the 2021 Plan Administration Committee, restricted stock will be forfeited upon a participant’s

termination of employment or service during the applicable restriction period.

In addition, the Company may recoup all or any portion

of any shares or cash paid to a participant in connection with any award in the event of a restatement of the Company’s financial

statements as set forth in the Company’s clawback policy, if any, as such policy may be approved or modified by the Board from

time to time.

granted under the 2021 Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except

that the 2021 Plan Administration Committee may, in its discretion and pursuant to the terms of an award agreement, permit transfers

of nonqualified stock options or SARs to (i) the spouse (or former spouse), children, or grandchildren of the participant (“Immediate

Family Members”);

(ii) a trust or trusts for the exclusive benefit of such Immediate Family Members;

(iii) a partnership in which

the only partners are (a) such Immediate Family Members and/or (b) entities which are controlled by the participant and/or his or her

Immediate Family Members;

(iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision;

or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided

that (x) there shall be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such nonqualified

stock options or SARs are granted must be approved by the 2021 Plan Administration Committee and must expressly provide for such transferability,

and (z) subsequent transfers of transferred nonqualified stock options or SARs shall be prohibited except those by will or the laws of

descent and distribution.

Upon Changes in Capitalization .

In the event that any dividend or other distribution (whether in the form of cash, shares of the

Company’s Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, rights offering,

reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of

Common Stock or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities

of the Company, or other similar corporate transaction or event affects the fair value of an award, then the 2021 Plan Administration

Committee shall adjust any or all of the following so that the fair value of the award immediately after the transaction or event is

equal to the fair value of the award immediately prior to the transaction or event:

(i) the number of shares and type of Common Stock

(or the securities or property) which thereafter may be made the subject of awards;

(ii) the number of shares and type of Common Stock

(or other securities or property) subject to outstanding awards;

(iii) the number of shares and type of Common Stock (or other securities

or property) specified as the annual per-participant limit under the 2021 Plan;

(iv) the option price of each outstanding stock option;

(v) the amount, if any, the Company pays for forfeited shares in accordance with the terms of the 2021 Plan;

and (vi) the number of or

exercise price of shares then subject to outstanding SARs previously granted and unexercised under the 2021 Plan, to the end that the

same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain subject to exercise

at the same aggregate exercise price;

provided, however, that the number of shares of Common Stock (or other securities or property)

subject to any award shall always be a whole number.

Notwithstanding the foregoing, no such adjustment shall be made or authorized to

the extent that such adjustment would cause the 2021 Plan or any stock option to violate Section 422 of the Code or Section 409A of the

All such adjustments must be made in accordance with the rules of any securities exchange, stock market, or stock quotation system

to which the Company is subject.

or Discontinuance of the 2021 Plan .

The Board may, at any time and from time to time, without the consent of participants, alter,

amend, revise, suspend, or discontinue the 2021 Plan in whole or in part;

provided, however, that (i) no amendment that requires stockholder

approval in order for the 2021 Plan and any awards under the 2021 Plan to continue to comply with Sections 421 and 422 of the Code (including

any successors to such sections or other applicable law) or any applicable requirements of any securities exchange or inter-dealer quotation

system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of our stockholders

entitled to vote on the amendment;

and (ii) unless required by law, no action by the Board regarding amendment or discontinuance of the

2021 Plan may adversely affect any rights of any participants or obligations of the Company to any participants with respect to any outstanding

awards under the 2021 Plan without the consent of the affected participant.

Repricing of Stock Options or SARs .

The 2021 Plan Administration Committee may not, without the approval of our stockholders, “reprice”

any stock options or SARs.

For purposes of the 2021 Plan, “reprice” means any of the following or any other action that has

the same effect:

(i) amending a stock option or SAR to reduce its option price or exercise price, respectively;

(ii) cancelling a stock

option or SAR at a time when its option price or exercise price, respectively, exceeds the fair market value of a share of our Common

Stock in exchange for cash or a stock option, SAR, award of restricted stock, or other equity award with an option price or exercise

price that is less than the option price or exercise price of the original stock option or SAR;

or (iii) taking any other action that

is treated as a repricing under generally accepted accounting principles.

Florida Pre-Merger Plan

2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (the “2016

The MyMD Florida Incentive Plan provided for the issuance of up to 50,000,000 shares of pre-Merger MyMD Florida Common

As of December 31, 2023, options to purchase 0 shares of Company Common Stock have been issued pursuant to the plan and 0 shares

of Company Common Stock remain available for issuance.

to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second

Amendment to Amended and Restated 2016 Stock Incentive Plan (collectively with the 2016 Plan, the “MyMD Florida Incentive Plan”),

assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder (except that the

term of the option will be amended to expire on the second-year anniversary of the effective time of closing).

The assumed pre-Merger

MyMD Florida’s options became a number of shares of Company Common Stock equal to the product of (a) the number of shares of MyMD

Florida Common Stock subject to such option, multiplied by (b) the Exchange Ratio and rounding the resulting number down to the nearest

whole share of Company Common Stock, at an exercise price per share of Company Common Stock equal to the quotient of (i) the exercise

price per share of MyMD Florida Common Stock subject to such option immediately prior to the effective time of the merger divided by

(ii) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent, and then subsequently adjusted for the

reverse stock split of the MyMD Florida Common Stock.

Upon the closing of the Merger, the Company assumed all of pre-Merger MyMD Florida’s

rights and obligations under pre-Merger MyMD Florida stock options that were outstanding immediately prior to the effective time of the

Merger, and no additional awards can be issued under the MyMD Florida Incentive Plan.

MyMD Florida Incentive Plan authorized the grant of incentive stock options, non-qualified stock options, restricted stock, restricted

stock units, and other stock-based awards, or a combination of the foregoing.

MyMD Florida granted only incentive stock options and non-qualified

stock options under the plan.

A total of 50,000,000 shares of pre-Merger MyMD Florida Common Stock were authorized for the grant of awards under the MyMD

Florida Incentive Plan.

Administration .

The MyMD Florida Incentive Plan was administered by the MyMD Florida board of directors.

The MyMD Florida board had

the authority to grant awards under the plan and to adopt, amend, and repeal such administrative rules, guidelines, and practices relating

to the plan as it deemed advisable.

The MyMD Florida board had the authority to determine the persons to whom and the dates on which

awards will be granted, the number of shares of Common Stock to be subject to each award, the time or times during the term of each award

within which all or a portion of such award may be exercised, the exercise price, the type of consideration to be paid, and the other

terms and provisions of each award, which need not be identical.

The MyMD Florida board had the power to construe and interpret the MyMD

Florida Incentive Plan and awards granted under it.

All decisions, determinations and interpretations by the MyMD Florida board regarding

the plan were to be final, binding and conclusive on all participants or other persons claiming rights under the plan or any award.

Options granted under the MyMD Florida Incentive Plan could (i) either be “incentive stock options” within the meaning

of Section 422 of the Code, or “nonqualified stock options,” and (ii) become vested upon such conditions as were determined

by the MyMD Florida board.

Such vesting could be based on continued service to MyMD Florida over a certain period, the occurrence of

certain performance milestones, or other criteria as determined by the MyMD Florida board.

Options granted under the MyMD Florida Incentive

Plan could be subject to different vesting terms.

Options could not have an exercise price per share of less than 100% of the fair market

value of a share of MyMD Florida Common Stock on the date of grant or a term longer than 10 years.

To the extent provided by the terms

of an option, a participant could satisfy any federal, state or local tax withholding obligation relating to the exercise of such option

by a cash payment upon exercise, by authorizing MyMD Florida to withhold a portion of the stock otherwise issuable to the participant

upon exercise, or by such other method as may be set forth in the option agreement or authorized by the MyMD Florida board.

The treatment

of options under the MyMD Florida Incentive Plan upon a participant’s termination of employment with or service to MyMD Florida

was set forth in the applicable award agreement, which typically provided that the options would terminate 24 months after a termination

of employment or service.

In connection with the Merger Agreement, on November 10, 2020, MyMD Florida amended each of the option grant

award agreements noted above to, among other things, revise the term of exercisability of such option to expire on the earlier of (i)

the 10th anniversary of the date of grant or (ii) the second anniversary of the effective date of a “Reorganization Event”

as defined in the MyMD Florida Incentive Plan.

Accordingly, the term of each such option was amended to expire on the second anniversary

of the effective date of the Merger.

Incentive stock options are not transferable except by will or by the laws of descent and distribution.

Non-qualified stock options are transferable to certain permitted transferees (as provided in the MyMD Florida Incentive Plan) to the

extent included in the option award agreement.

Stock and Restricted Stock Unit Awards.

Subject to certain limitations, the MyMD Florida board was authorized to grant awards of

restricted stock and restricted stock units, which are rights to receive shares of MyMD Florida Common Stock or cash, as determined by

the MyMD Florida board and as set forth in the applicable award agreement, upon the settlement of the restricted stock units at the end

of a specified time.

The MyMD Florida board could impose any restrictions or conditions upon the vesting of restricted stock or restricted

stock unit awards, or that would provide for a delay in the settlement of a restricted stock unit award after it vests, that the committee

deemed appropriate and in accordance with the requirements of Section 409A of the Code.

Dividend equivalents could be credited in respect

of shares covered by a restricted stock or a restricted stock unit award, as determined by the MyMD Florida board.

At the discretion

of the MyMD Florida board, such dividend equivalents could be converted into additional shares covered by restricted stock or restricted

stock units, as applicable.

If a restricted stock or restricted stock unit award recipient’s employment or service relationship

with MyMD Florida terminated, any unvested portion of the restricted stock or restricted stock unit award would be forfeited, unless

the participant’s award agreement provided otherwise.

Restricted stock and restricted stock unit awards are generally not transferable

except (i) by will or by the laws of descent and distribution or (ii) to certain permitted transferees, to the extent provided in the

award agreement.

Stock-Based Awards .

The MyMD Florida Incentive Plan authorized the grant of other awards that are valued in whole or in part by reference

to, or are otherwise based on, shares of MyMD Florida Common Stock or other property, including awards entitling recipients to receive

shares of MyMD Florida Common Stock to be delivered in the future.

Reorganization Events.

In connection with any stock split, reverse stock split, stock dividend, dividend in property

other than cash, recapitalization, share combination, share reclassification, spin-off, or other similar change in capitalization or

event, the MyMD Florida board would equitably adjust the type(s), class(es) and number of shares of stock subject to the MyMD Florida

Incentive Plan, and any outstanding awards would also be appropriately adjusted as to the type(s), class(es), number of shares and exercise

price per share of Common Stock subject to such awards.

the event of a “Reorganization Event” (as defined in the MyMD Florida Incentive Plan) such as certain mergers or consolidations,

the MyMD Florida board could take any one or more of the following actions as to all or any (or any portion of) outstanding awards on

such terms as the board determines:

(i) provide that awards will be assumed, or substantially equivalent awards will be substituted,

by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a participant, provide that all of

the participant’s unexercised awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised

by the participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding

awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part

prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of MyMD Florida

Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event, make or provide

for a cash payment to participants with respect to each award held by a participant equal to (A) the number of shares of MyMD Florida

Common Stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately

prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the acquisition price in the Reorganization Event over

(II) the exercise price of such award and any applicable tax withholdings, in exchange for the termination of such award, (v) provide

that, in connection with a liquidation or dissolution of MyMD Florida, awards shall convey into the right to receive liquidation proceeds

(if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.

taking any of above actions, the MyMD Florida board would not be obligated by the MyMD Florida Incentive Plan to treat all awards of

the same type identically.

Termination .

The MyMD Florida board could amend, alter, suspend, discontinue, or terminate the MyMD Florida Incentive Plan, provided

that no such amendment would adversely affect the rights of any participant without the participant’s consent.

The MyMD Florida

Incentive Plan will terminate in 2026, unless earlier terminated earlier by the Company.

Pre-Merger Plans

December 21, 2016, the stockholders approved, and the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”).

2016 Plan provides for the issuance of up to 1,666,667 shares of the Company’s common stock.

As of December 31, 2024, grants of

options to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available

for issuance.

August 7, 2017, the stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

Plan provides for the issuance of up to 118 shares of the Company’s Common Stock.

The purpose of the 2017 Plan is to provide additional

incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries and affiliates whose

contributions are essential to the growth and success of our business.

As of December 31, 2024, grants of restricted stock and options

to purchase totaling 93 shares of Common Stock have been issued pursuant to the 2017 Plan and as of December 31, 2024, 25 shares of Common

Stock remain available for grants under the 2017 Plan.

The 2017 Plan provides for the issuance of shares of the Company’s Common

Stock through the grant of non-qualified options, incentive options, restricted stock and unrestricted stock to directors, officers,

consultants, attorneys, advisors, and employees.

December 7, 2018, the stockholders approved, and we adopted the 2018 Stock Incentive Plan (the “2018 Plan”) and on August

27, 2020, the stockholders approved, and we adopted an amendment to the plan to increase the number of shares of Common Stock available

for issuance pursuant to awards under the 2018 Plan by an additional 17,366 shares.

The 2018 Plan, as amended, provides for the issuance

of up to 18,670 shares of the Company’s Common Stock.

The purpose of the 2018 Plan is to provide additional incentive to those

of our officers, employees, consultants and non-employee directors and to promote the success of our business.

As of December 31, 2024,

grants of RSUs to purchase 8,769 shares of Common Stock had been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock remained

available for issuance.

The 2018 Plan provides for the issuance of shares of the Company’s Common Stock through the grant of options,

restricted stock, stock appreciation rights, other stock-based awards, performance compensation awards to directors, officers, consultants,

advisors, and employees.

In addition, the 2018 Plan provides the Compensation Committee of the Board with discretion to accelerate the

vesting and exercisability of outstanding awards upon the occurrence of a change of control (as defined in the 2018 Plan).

Compensation Plan Information

following table provides information regarding the number of securities

to be issued under the 2013 Plan, the 2016 Plan, the 2017 Plan the 2018 Plan, and the 2021 Plan (collectively, the “Equity Compensation

Plans”) as of December 31, 2024:

Plan Category

securities to

upon exercise

of outstanding

Weighted-average

exercise price

of outstanding

available for

future issuance

plans (excluding

column (a)) (c)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

shares available for issuance under the Equity Compensation Plans.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters .

following table sets forth information regarding the beneficial ownership of our voting securities as of April 4, 2025 by

(i) each person known to us to beneficially own five percent (5%) or more of any class of our voting securities;

(ii) each of our

Named Executive Officers and directors;

and (iii) all of our directors and executive officers as a group.

percentages of voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of

beneficial ownership of securities.

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person

has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes

the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table, to our knowledge

and subject to community property laws where applicable, each beneficial owner named in the table below has sole voting and sole investment

power with respect to all shares beneficially owned and each person’s address is c/o TNF Pharmaceuticals, Inc., 1185 Avenue of

the Americas, Suite 249, New York, NY 10036.

of Common Stock ownership is based on 7,392,565 shares of Common Stock issued and outstanding as of March 31, 2025.

Percentage of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) ownership is based on 72,992 shares of

Series D Preferred Stock issued and outstanding as of April 4, 2025.

The Series F Preferred Stock ownership is based on approximately 3795.25 shares of

Series F Preferred Stock outstanding as of April 4, 2025.

The Series F-1 Preferred Stock ownership is based on approximately 2214.78 shares of Series F-1

Preferred Stock outstanding as of April 4, 2025.

The Series G Preferred Stock ownership is based on 8,063 shares of Series G Preferred

Stock outstanding as of April 4, 2025.

number of shares of Common Stock beneficially owned by the principal stockholders and the percentage of shares outstanding, as set forth

below, take into account certain limitations on the exercise of warrants to purchase Common Stock.

ownership is determined in accordance with the rules of the SEC.

For the purpose of calculating the number of shares beneficially owned

by a stockholder and the percentage ownership of that stockholder, shares of Common Stock subject to options or warrants that are currently

exercisable or exercisable within sixty (60) days of April 4, 2025 by that stockholder are deemed outstanding.

Beneficial Owner

Abbe / Iroquois Capital Investment Group, LLC (6)

Biotech PVT Ltd.

Capital LLC (9)

Biotech, Inc.

Narrow Lane LP (12)

Executive Officers and Directors

Silverman (14)

Uzonwanne (17)

C Schreiber (18)

current executive officers and Directors as a group (8 persons)

Less than 1%.

(1) Percentage

of Common Stock ownership is based on 7,392,565 shares of Common Stock issued and outstanding as

of March 31 , 2025.

(2) Percentage

of Series D Preferred Stock ownership is based on 72,992 shares of Series D Preferred Stock

issued and outstanding as of April 4 , 2025.

(3) Percentage

of Series F Preferred Stock ownership is based on approximately 3,795.25 shares of Series F Preferred

Stock issued and outstanding as of April 4 , 2025.

(4) Percentage

of Series F-1 Preferred Stock ownership is based on 2,214.78 shares of Series F-1 Preferred Stock

issued and outstanding as of April 4 , 2025.

(5) Percentage

of Series G Preferred Stock ownership is based on 8,063 shares of Series G Preferred Stock

issued and outstanding as of April 4 , 2025.

information is based on a Schedule 13G/A filed with the SEC on February 14, 2024, by Iroquois

Capital Management, LLC (“Iroquois Capital”) and on information available to

The principal business office is 125 Park Avenue, 25th Floor, New York, NY 10017.

Iroquois Capital is the investment advisor for Iroquois Master Fund, Ltd.

As directors of IMF, Kimberly Page (“Ms.

Page”) and Richard Abbe (“Mr.

Abbe”) make voting and investment decisions on behalf of IMF.

As a result of the foregoing,

Abbe may be deemed to have beneficial ownership (as determined under Section

13(d) of the Exchange Act) of the securities held by Iroquois Capital and IMF.

owns (1) 6,248 shares of Common Stock, (2) 1,314.51 shares of Series F Preferred Stock, which are convertible into up to approximately 3,611,291 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), (3) Series F Warrants to purchase up to 13,736,264 shares of Common Stock (subject to a 4.99%

beneficial ownership blocker), (4) 303.77 Series F-1 Preferred Shares, which are convertible into up to approximately 834,533 shares of Common Stock (subject

to a 4.99% beneficial ownership blocker), (5) Series F-1 Long-Term Warrants to purchase up to 3,846,154 shares of Common Stock (subject to

a 4.99% beneficial ownership blocker), and (6) Series F-1 Short-Term Warrants to purchase up to 3,846,154 shares of Common Stock (subject to

a 4.99% beneficial ownership blocker).

Abbe also has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC (“ICIG”).

Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities

held by ICIG.

ICIG owns (1) 473 shares of Common Stock, (2) 727.04 shares of Series F Preferred Stock, which are convertible into up to

1,997,363 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), (3) Series F Warrants to purchase up to 7,554,945 shares of Common Stock

(subject to a 4.99% beneficial ownership blocker), (4) 193.03 Series F-1 Preferred Shares, which are convertible into up to 530,302 shares of

Common Stock (subject to a 4.99% beneficial ownership blocker), (5) Series F-1 Long-Term Warrants to purchase up to 2,060,437 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), and (6) Series F-1 Short-Term Warrants to purchase up to 2,060,437 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker).

In addition, by virtue of his position as a custodian or trustee of certain

Accounts (The Samantha Abbe Irrevocable Trust, The Talia Abbe Irrevocable Trust and The Bennett Abbe Irrevocable Trust), Mr.

be deemed to be the beneficial owner of the 3,859 shares of Common Stock held in aggregate by such Accounts.

March 23, 2020, Premas Biotech PVT., Ltd received 103,782 (not adjusted for the Reverse Stock Split) shares of Common Stock and

72,992 shares of Series D Preferred Stock as partial compensation for their rights to Cystron.

Kundu has sole voting and dispositive power over the securities held for this account.

information is based on certain information made available to the Company.

Intracoastal Capital

LLC owns (1) 1,709.20 shares of Series F Preferred Stock, which are convertible into up to 4,695,604

shares of Common Stock (subject to a 4.99% beneficial ownership blocker), (2) Series F Warrants to

purchase up to 17,857,143 shares of Common Stock (subject to a 4.99% beneficial ownership blocker),

(3) 1,703.06 Series F-1 Preferred Shares, which are convertible into up to 4,678,736 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), (4) Series F-1 Long-Term Warrants

to purchase up to 5,906,595 shares of Common Stock (subject to a 4.99% beneficial ownership blocker),

and (5) Series F-1 Short-Term Warrants to purchase up to 5,906,595 shares of Common Stock (subject

to a 4.99% beneficial ownership blocker).

principal business address of Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483.

information is based on a Schedule 13D filed with the SEC on May 30, 2024, by PharmaCyte Biotech, Inc.

(“PharmaCyte”)

and on information available to the Company.

Consists of (i) 7,000 Series G Preferred Shares, which are convertible into up to 19,230,770

shares of Common Stock, (ii) Series G Long-Term Warrants to purchase up to 19,230,772 shares of Common Stock, and (iii) Series G Short-Term Warrants to purchase

up to 19,230,772 shares of Common Stock.

principal business address of PharmaCyte is PharmaCyte Biotech, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169.

information is based on certain information made available to the Company.

Consists of (i)

508 Series G Preferred Shares, which are convertible into up to 1,395,604 shares of Common Stock

(subject to a 4.99% beneficial ownership blocker), (ii) Series G Long-Term Warrants to purchase

up to 2,747,254 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and (iii)

Series G Short-Term Warrants to purchase up to 2,747,254 shares of Common Stock (subject to a 4.99%

beneficial ownership blocker).

principal business address of Five Narrow Lane LP is 510 Madison Avenue, Suite 1400, New York, NY 10022.

(11) Represents (i) 2,959 shares of Common Stock held by Mr.

Silverman and (ii) 4,445 shares of Common Stock issuable upon the exercise of

options held by Mr.

Silverman exercisable within 60 days of April 4, 2025.

(12) Represents

(i) 2,459 shares of Common Stock held by Mr.

White and (ii) 3,333 shares of Common Stock

issuable upon the exercise of options held by Mr.

White exercisable within 60 days of

April 4 , 2025.

(13) Represents

10,556 shares of Common Stock issuable upon the exercise of options held by Dr.

Eagle exercisable within 60 days of April 4 ,

(14) Represents

3,333 shares of Common Stock issuable upon the exercise of options held by Mr.

Uzonwanne exercisable

within 60 days of April 4 , 2025.

(15) Represents

(i) 2,941 shares of Common Stock held by Mr.

Schreiber and (ii) 3,333 shares of Common Stock issuable upon the exercise of options

Schreiber exercisable within 60 days of April 4 , 2025.

Certain Relationships and Related Transactions, and Director Independence.

with related persons are governed by our Code of Business Ethics and Conduct, which applies to all of our employees, as well as each

of our directors and certain persons performing services for us.

This code covers a wide range of potential activities, including, among

others, conflicts of interest, self-dealing and related party transactions.

Waiver of the policies set forth in this code will only be

permitted when circumstances warrant.

Such waivers for directors and executive officers, or that provide a benefit to a director or executive

officer, may be made only by the Board, as a whole, or the Audit Committee and must be promptly disclosed as required by applicable law

or regulation.

Absent such a review and approval process in conformity with the applicable guidelines relating to the particular transaction

under consideration, such arrangements are not permitted.

All related party transactions for which disclosure is required to be provided

herein were approved in accordance with our Code of Business Ethics and Conduct and Whistleblower Policy.

than compensation agreements, and other arrangements which are described below and under “Item 11.

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.

Trading Arrangements

the fourth fiscal quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange

Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each

term is defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate

The information required in response

to this Item 10 will be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2025.

Executive Compensation.

herein, since January 1, 2023, there has not been, and there is not currently proposed, any transaction or series of similar transactions

to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or the average of our

total assets at year-end for the last two completed fiscal years and in which any director, executive officer, holder of 5% or more of

any class of our capital stock, or any member of their immediate family had or will have a direct or indirect material interest.

April 14, 2023, the Company issued a reimbursement payment to Mr.

Jonnie Williams, Sr.

in the amount $500,000.

The payment represented

reimbursement for expenses incurred by Mr.

Williams meeting with potential strategic corporate partners on behalf of the Company as part

of the Company’s business development efforts.

Williams is an immediate family member of a stockholder who beneficially holds

more than 5% of our Common Stock.

Pursuant to the Series F Purchase Agreement, dated February 21, 2023, we issued to:

(i) ICIG, 2,750 shares of our

Series F Preferred Stock with a stated value of $1,000 per share and warrants to purchase up to 40,651 shares of Common Stock at an initial

exercise price of $1.816 per share, and (ii) IMF, 5,000 shares of our Series F Preferred Stock with a stated value of $1,000 per share

and warrants to purchase up to 73,910 shares of Common Stock at an initial exercise price of $1.816 per share.

The aggregate gross proceeds

from the February 2023 Offering were $15.0 million.

May 23, 2024, pursuant to the Series F-1 Purchase Agreement, we issued to:

(i) Iroquois Capital Investment Group LLC (“ICIG”)

750 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share;

(ii) Iroquois Master Fund Ltd (“IMF”) 1,400 shares of our Series F-1 Preferred Stock,

Long-Term Series F-1 Warrants to purchase up to 770,926 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term

Series F-1 Warrants to purchase up to 770,926 shares of Common Stock at an initial exercise price of $1.816 per share;

(iii) Intracoastal

Capital LLC 2,150 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 1,183,921 shares of Common

Stock at an initial exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 1,183,921 shares of Common

Stock at an initial exercise price of $1.816 per share;

(iv) V4 Global, LLC 500 shares of our Series F-1 Preferred Stock, Long-Term Series

F-1 Warrants to purchase up to 275,331 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term Series

F-1 Warrants to purchase up to 275,331 shares of Common Stock at an initial exercise price of $1.816 per share;

250 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 137,666 shares of Common Stock at an initial

exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 137,666 shares of Common Stock at an initial

exercise price of $1.816 per share.

The aggregate gross proceeds from the Series F-1 Private Placement were $5.0 million.

May 23, 2024, pursuant to the Series G Purchase Agreement, we issued to:

(i) PharmaCyte, a Company controlled by Joshua Silverman, a director of the Company, 7,000 shares of our Series G Preferred Stock,

Long-Term Series G Warrants to purchase up to 3,854,626 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term

Series G Warrants to purchase up to 3,854,626 shares of Common Stock at an initial exercise price of $1.816 per share;

(ii) Five Narrow

Lane LP 750 shares of our Series G Preferred Stock, Long-Term Series G Warrants to purchase up to 412,996 shares of Common Stock at an

initial exercise price of $1.816 per share and Short-Term Series G Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share;

and (iii) Hewlett Fund LP 1,000 shares of our Series G Preferred Stock, Long-Term Series G Warrants

to purchase up to 550,661 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term Series G Warrants to

purchase up to 550,661 shares of Common Stock at an initial exercise price of $1.816 per share.

The aggregate gross proceeds from the

Series G Private Placement were $8.9 million.

October 1, 2024, the Company entered into a Stock Purchase Agreement, dated as of October 1, 2024 (the “Prevail Purchase Agreement”),

by and between the Company and Prevail Partners, LLC (“Prevail”), a beneficial owner of more than 4.99% of the Company’s Common Stock, pursuant to which, the Company agreed to sell to Prevail

283,019 shares of Common Stock, at a price per share equal to $2.12, which was 120.0% of the dollar volume-weighted average price of

the Company’s Common Stock on the Nasdaq Stock Capital Market LLC for the thirty (30) trading days immediately preceding the date

of the Prevail Purchase Agreement.

Directors, Executive Officers, and Corporate Governance—Director Independence,” above.

Principal Accountant Fees and Services.

The following is a summary of the fees billed to us by Morison Cogen LLP, our former independent registered public

accounting firm, for professional services rendered in the years ended December 31, 2024 and 2023.

On September 30, 2024, in conjunction

with its exit from providing audit services to publicly traded companies, Morison Cogen LLP resigned from its role as our independent

registered public accounting firm.

On October 3, 2024, the Audit Committee engaged Stephano Slack LLC as our independent registered public

accounting firm for the fiscal year ended December 31, 2024, effective as of such date.

Fees for year ended December 31, 2024, consisted

of payments to Morison Cogen LLP and Stephano Slack LLC of $188,158 and $42,071, respectively.

Audit-Related Fees

All Other Fees

This category includes the audit of our annual consolidated financial statements, reviews of our financial statements included

in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its

engagements for those years.

Audit-Related

This category consists of assurance and related services by our independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consents regarding equity issuances.

This category typically consists of professional services rendered by our independent registered public accounting firm for

tax compliance and tax advice.

This category includes aggregate fees billed in each of the last two fiscal years for products and services provided

by Morison Cogen LLP and Stephano Slack, LLC, other than the services reported in the categories above.

Policies and Procedures

the Audit Committee’s pre-approval policies and procedures, the Audit Committee is required to pre-approve all fees paid to, and

all services performed by, our independent registered public accounting firm.

At the beginning of each year, the Audit Committee pre-approves

the proposed services, including the nature, type and scope of services contemplated and the related fees to be rendered by our independent

registered public accounting firm during the year.

In addition, Audit Committee pre-approval is also required for those engagements that

may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

of the services rendered by Morison Cogen LLP and Stephano Slack LLC in 2024 were pre-approved by the Audit Committee.

The information required in response to this Item

11 will be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2025.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The information required in response to this Item

12 will be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2025.

Certain Relationships and Related Transactions,

and Director Independence.

The information required in response to this Item

13 will be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2025.

Principal Accounting Fees and Services.

The information required in response to this Item

14 will be included in an amendment to this Annual Report on Form 10-K within 120 days of December 31, 2025.

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

of Independent Registered Public Accounting Firm (PCAOB ID No:

Report of Independent Registered Public Accounting Firm (PCAOB ID No:

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

See Index to Consolidated Financial Statements.

Statements Schedule

2 unchanged sentences

“Index to Exhibits” for a description of our exhibits.

Form 10-K Summary.

Agreement and Plan of Merger and Reorganization, dated November 11, 2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MYMD Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Amendment No.

1 to Agreement and Plan of Merger and Reorganization, dated March 16, 2021, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021)

Agreement and Plan of Merger, dated March 4, 2024, by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation, and MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

Certificate of Correction, dated March 25, 2024, to the Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 26, 2024).

Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

Bylaws of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

Form of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

Certificate of Correction, dated March 25, 2024, to the Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 26, 2024).

of Amendment of Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

of Amendment of Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

Certificate of Amendment to the Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2025).

Certificate of Amendment to the Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).

Certificate of Amendment of Certificate of Incorporation of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025).

Bylaws of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

First Amendment to the Bylaws of Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2025).

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-3 filed with the Securities and Exchange Commission on May 22, 2020)

Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 filed with the Securities and Exchange Commission on May 22, 2020)

Form of Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock.

Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5.3 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 11, 2025).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

Second Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2025).

Certificate of Designations of Series F-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2024).

Certificate of Amendment of Certificate of Designations of Series F-1 Convertible Preferred Stock.

Certificate of Amendment of Certificate of Designations of Series F-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.6.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 11, 2025).

Certificate of Amendment of Certificate of Designations of Series F-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

Amended and Restated Certificate of Designations of Series F-1 Convertible Preferred Stock of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2025).

Certificate of Designations of Series G Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2024).

2 unchanged sentences

Certificate of Amendment of Certificate of Designations of Series G Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024).

Certificate of Designations of Series I Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2025).

Certificate of Designations of Series H Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2025).

Certificate of Amendment of Certificate of Designations of Series H Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2025).

Description of Securities.

Form of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Form of Placement Agent Warrant Certificate (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

Form of Placement Agent Warrant (incorporated herein by references to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2020).

Rights Agreement dated as of September 9, 2020 between Akers Biosciences, Inc.

and VStock Transfer, LLC as Rights Agent (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).

Amendment No.

1 to Rights Agreement, dated as of March 18, 2021, by and between Akers Biosciences, Inc.

and VStock Transfer, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Form of Pre-Funded Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Form of Investor Warrant.

14 unchanged sentences

Form of Amendment to Series F-1 Short-Term Warrant (incorporated herein by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

Form of Placement Agency Agreement, dated March 30, 2017, by and between the Company and Joseph Gunnar and Co., LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form of Securities Purchase Agreement, dated March 30, 2017, by and between the Company and various purchasers.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form Registration Rights Agreement, dated March 30, 2017, by and between the Company and various purchasers (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025)

Form of Consulting Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2025).

Form of Consulting Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2025)

2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).

Form of Securities Purchase Agreement, dated October 31, 2018, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2018).

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Offer of Employment to Christopher C.

Schreiber, dated January 31, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020).

Membership Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and the Company (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Amendment No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

Support Agreement, dated as of March 23, 2020, by and among the Company and certain of its stockholders (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Registration Rights Agreement, dated as of March 23, 2020, by and among certain members of Cystron Biotech, LLC and the Company (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Amended and Restated License and Development Agreement by and among Premas Biotech PVT Ltd and Cystron Biotech, LLC (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

CFO Consulting Agreement, dated as of July 21, 2020, between the Company and Brio Financial Group (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2020).

Settlement Agreement and General, Release, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 07, 2020).

Leak-Out and Support Agreement, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 07, 2020).

First Amendment to the Akers Biosciences, Inc., 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020).

Secured Promissory Note, dated November 11, 2020, by and between the Company and MYMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Form of Securities Purchase Agreement, dated November 11, 2020, by and between the Company and purchasers named therein (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Contribution and Assignment Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, and Oravax Medical Inc.

(incorporated herein by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Termination and Release Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, Premas Biotech Pvt.

Ltd., and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

MyMD Pharmaceuticals, Inc.

Q/C Technologies, Inc.

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

First Amendment to the TNF Pharmaceuticals, Inc.

Amendment to the Q/C Technologies, Inc..

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2024).

Second Amendment to the Q/C Technologies, Inc.

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2025).

2 unchanged sentences

Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Asset Purchase Agreement, dated November 11, 2020, by and between MyMD Pharmaceuticals, Inc.

and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

MyMD Pharmaceuticals (Florida) Inc.

2 unchanged sentences

(incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC and MyMD Pharmaceuticals, Inc.

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC and Q/C Technologies, Inc.

(incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc., effective December 18, 2020 (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc, dated February 11, 2021 (incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

2 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein by reference to Exhibit 10.67 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022)

Third Amendment to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022).

Fourth Amendment to Employment Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc.

Adam Kaplin (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., effective November 1, 2020 (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

2 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated January 8, 2021 (incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

3 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated February 11, 2021 (incorporated herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

4 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein by reference to Exhibit 10.66 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

Fifth Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022).

Sixth Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated January 1, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2023).

Seventh Amendment to Employment Agreement, dated September 6, 2023, by and between MyMD Pharmaceuticals, Inc.

Chris Chapman (incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024).

Eighth Amendment to Employment Agreement, dated November 13 2023, by and between MyMD Pharmaceuticals, Inc.

Chris Chapman (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

General Release and Severance Agreement, by and between MyMD Pharmaceuticals, Inc.

and Christopher Chapman, dated as of June 14, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2024).

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Form of Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

First Amendment to Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc.

and Christopher C.

Schreiber (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

Form of Omnibus Waiver and Amendment, dated April 5, 2024, by and between TNF Pharmaceuticals, Inc.

Form of Omnibus Waiver and Amendment, dated April 5, 2024, by and between Q/C Technologies, Inc..

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2024).

Form of Amendment Agreement, dated as of June 17, 2024, by and among MyMD Pharmaceuticals, Inc.

Form of Amendment Agreement, dated as of June 17, 2024, by and among Q/C Technologies, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2024).

3 unchanged sentences

Form of Series F-1 Registration Rights Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Form of Omnibus Waiver, Consent, Notice and Amendment, by and among MyMD Pharmaceuticals, Inc.

Form of Omnibus Waiver, Consent, Notice and Amendment, by and among Q/C Technologies, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Stock Purchase Agreement, dated as of October 1, 2024, by and between TNF Pharmaceuticals, Inc.

and Prevail Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024).

Form of Omnibus Amendment Agreement, dated March 30, 2025, by and between TNF Pharmaceuticals, Inc.

and the investors party thereto.

Form of Omnibus Amendment Agreement, dated March 30, 2025, by and between Q/C Technologies, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 11, 2025).

Form of Omnibus Amendment Agreement, dated August 19, 2025, by and between TNF Pharmaceuticals, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025).

Form of Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025)

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).

Form of Omnibus Amendment Agreement, dated August 19, 2025, by and between TNF Pharmaceuticals, Inc.

Form of Omnibus Amendment Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).

Membership Interest Purchase Agreement, dated as of September 2, 2025, by and among LPU Holdings LLC and the members of LPU Holdings LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 5, 2025).

Form of Support Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 5, 2025).

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 5, 2025).

License Agreement, by and among the Company, LPU Holdings LLC and LightSolver Ltd.

(incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on September 5, 2025).

Form of Omnibus Waiver and Amendment Agreement, dated as of September 30, 2025, by and among Q/C Technologies, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2025).

Consulting Services Agreement, dated as of October 1, 2025, by and between the Company, James Altucher and Z-List Media, Inc.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2025).

Consulting Services Agreement, dated as of December 8, 2025, by and between the Company and Ocean Avenue Holdings LLC.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2025)

Consulting Services Agreement, dated as of January 16, 2026, by and between the Company and Chelsea Voss (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2026).

Executive Compensation Agreement, dated as of April 13, 2026, by and between the Company and Joshua Silverman.

TNF Pharmaceuticals, Inc.

Insider Trading Policy.

List of Subsidiaries of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023)

Consent of Morison Cogen LLP, Independent Registered Public Accounting Firm.

Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 11, 2025).

List of Subsidiaries of Q/C Technologies, Inc.

Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm.

Consent of Stephano Slack LLC, Independent Registered Public Accounting Firm.

Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm.

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

TNF Pharmaceuticals, Inc.

Q/C Technologies, Inc.

Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024).

12 unchanged sentences

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

Form 10-K Summary

Not applicable.

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

PHARMACEUTICALS, INC.

Q/C TECHNOLOGIES, INC.

April 15, 2026

Mitchell Glass

and Chief Medical Officer

/s/ Joshua Silverman

Joshua Silverman

Executive Chairman (Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Mitchell Glass

Chief Medical Officer and Director

April 11, 2025

Chapman, M.D.

Executive Officer)

Chief Financial Officer

/s/ Joshua Silverman

Executive Chairman of the Board (Principal Executive Officer)

April 15, 2026

Financial Officer and Principal Accounting Officer)

Joshua Silverman

/s/ Ian Rhodes

Interim Chief Financial Officer

April 15, 2026

(Principal Financial Officer and Principal Accounting Officer)

/s/ Mitchell Glass

Director and Chief Medical Officer

April 15, 2026

Mitchell Glass, M.D.

/s/ Christopher C.

April 15, 2026

Christopher C.

/s/ Chelsea Voss

April 15, 2026

Jude Uzonwanne

April 15, 2026

/s/ Bruce Bernstein

April 15, 2026

Bruce Bernstein

to Consolidated Financial Statements

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID No:

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity

Statements of Cash Flows

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Pharmaceuticals.

the Board of Directors and

of Q/C Technologies, Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Q/C Technologies, Inc.

and Subsidiaries (the Company) as of December

31, 2025, and the related consolidated statements of operations, changes in mezzanine equity and stockholders’ equity, and

cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting

principles generally accepted in the United States of America.

have also audited the adjustments to the 2024 consolidated financial statements to retrospectively present the 1-for-100 reverse stock

split of the shares of the Company’s Common Stock in 2025, as disclosed in Note 6.

In our opinion, such adjustments are appropriate

and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements

of the Company other than with respect to these adjustments, and accordingly, we do not express an opinion or any other form of assurance

on the 2024 consolidated financial statements taken as a whole.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessment

Audit Matter Description

of December 31, 2025, the Company’s goodwill balance was approximately $10.5 million.

As discussed in Note 2 to the consolidated

financial statements, the Company tests goodwill for impairment annually, or more frequently if certain events or changes in circumstances

indicate that the fair value of the reporting unit may be less than its carrying amount.

The Company performed its annual impairment

test as of December 31, 2025, using both qualitative and quantitative approaches.

The Company’s assessment included consideration

of a third-party valuation.

The results of this analysis were evaluated to determine if goodwill impairment was necessary.

principal consideration for our determination that the goodwill impairment assessment was a critical audit matter was the significant

auditor judgment required to evaluate management’s fair value estimates.

The valuation involved significant assumptions, particularly

given the pre-revenue status of the Company as well as its new business venture entered into in the current year, and the fair value

measurements were sensitive to changes in those assumptions.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s goodwill impairment assessment included the following, among others:

gained an understanding of management’s impairment testing.

evaluated management’s qualitative assessment of whether events or changes in circumstances

indicated potential impairment of goodwill.

reviewed the third-party valuation report and other key documents used by management to assess

the fair value of the reporting unit.

We involved an internal valuation specialist who assisted

in the evaluation and testing performed of the reasonableness of significant methods and

assumptions to the models.

tested the key data and inputs used in the valuation report

assessed the sufficiency of the Company’s disclosure of its goodwill impairment analysis

included in Note 2.

for Mezzanine Equity Instruments and Associated Fair Value Estimates

Audit Matter Description

disclosed in Note 6, the Company has various classes of Convertible Preferred Stock that are all classified as mezzanine equity.

transactions throughout the year required the Company to estimate the fair value of these instruments in order to properly account for

The Company hired a specialist to value these instruments at certain dates and again at year-end using either a Black-Scholes model

or a Monte Carlo simulation.

principal consideration for our determination that the accounting for mezzanine equity and associated fair value estimates was a critical

audit matter was the significant auditor judgment required to evaluate management’s fair value estimates.

The valuation involved

significant assumptions, and the fair value measurements were sensitive to changes in those assumptions.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s mezzanine equity instrument fair value estimates included the following, among others:

read and reviewed the relevant agreements to evaluate the Company’s classification

of the instruments as mezzanine equity recorded at fair value.

vouched the issuance and conversions of the mezzanine equity instruments to source documentation

to validate existence of the transactions.

evaluated the methodologies used to determine the fair value of the mezzanine equity instruments.

obtained the valuation reports prepared by the third-party specialist engaged by management.

assessed the qualifications and competence of management and the qualifications, competence

and objectivity of the third-party specialist.

tested the key data noted above used within the Black-Scholes models and Monte Carlo simulations

to estimate the fair value of the mezzanine equity instruments.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant methods and assumptions to the models.

assessed the sufficiency of Company’s disclosure of its accounting for these transactions

included in Note 6.

Liability Fair Value Estimate

Audit Matter Description

disclosed in Note 6, the Company issued 7,000 shares of its Series H Convertible Preferred Stock as well as warrants to acquire up to

an aggregate of 1,400,000 shares of Common Stock.

The shares of Series H Convertible Preferred Stock were determined to be more akin

to a debt-like host than an equity-like host.

The Company identified the following embedded features that are not clearly and closely

related to the debt host instrument:

(1) certain contingent redemption options, (2) optional conversion features inclusive of make-whole

interest, and (3) an increase in the dividend rate related to the occurrence of a triggering event.

These features were bundled together,

assigned probabilities of being affected, and measured at fair value with subsequent changes in fair value of these features recognized

in the Consolidated Statement of Operations.

The Company estimated the fair value of the bifurcated embedded derivative at issuance and

again at the reporting date using a discounted cash flow scenario model.

The key assumptions in the model included the fair value of

the Company’s common stock, estimated equity volatility, the time to maturity, the redemption premium, a market interest rate,

a risk-free rate, and dividend rate.

The fair value of the bifurcated derivative liability was estimated utilizing the with-and-without

method, which uses the probability-weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario

without a derivative.

principal consideration for our determination that the derivative liability fair value estimate was a critical audit matter was the significant

auditor judgment required to evaluate management’s fair value estimates.

The valuation involved significant assumptions, and the

fair value measurements were sensitive to changes in those assumptions.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s derivative liability fair value estimate included the following, among others:

read and reviewed the relevant agreements to evaluate the Company’s classification

of the securities as a derivative liability recorded at fair value at issuance and at each

reporting period.

vouched the stock and warrant issuance to source documentation to validate existence of the

evaluated the methodologies used to determine the fair value of the derivative liability.

obtained the valuation report prepared by the third-party specialist engaged by management.

assessed the qualifications and competence of management and the qualifications, competence

and objectivity of the third-party specialist.

tested the key data noted above used within the discounted cash flow model to estimate the

fair value of the derivative liability.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant methods and assumptions to the model.

assessed the sufficiency of Company’s disclosure of its accounting for these transactions

included in Note 6.

of LPU Holdings LLC

Audit Matter Description

Company completed the acquisition of LPU Holdings LLC (“LPU”) and the acquisition was accounted for as an asset purchase

under ASC 805.

We identified the valuation of the intangible asset acquired, the valuation of the Series I Convertible Preferred Stock

issued, and contingent consideration payable as a critical audit matter.

principal consideration for our determination that the valuation of the intangible asset acquired, the valuation of the Series I Convertible

Preferred Stock issued, and contingent consideration payable was a critical audit matter was the significant auditor judgment required

to evaluate management’s fair value estimates.

The valuations involved complex models and significant assumptions, and the fair

value measurements were sensitive to changes in those assumptions.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Company’s acquisition of LPU included the following, among others:

evaluated whether the acquisition met the definition of an asset purchase under ASC 805,

including the identified accounting acquirer, acquiree, and acquisition date.

read and reviewed the relevant agreements including the valuation report.

vouched the cash and stock tendered to source documentation to validate purchase price.

evaluated the methodologies used to determine the fair value of the consideration provided

in the form of cash, Series I Convertible Preferred Stock, and contingent consideration payable

to determine the consideration provided for the acquisition.

assessed the qualifications and competence of management and the qualifications, competence

and objectivity of the third-party specialist.

tested the data used within the discounted cash flow models to estimate the fair values of

the intangible asset and contingent consideration payable.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant methods and assumptions to the models.

assessed the sufficiency of Company’s disclosure of its accounting for this acquisition

included in Note 11.

& Co., CPAs, P.C.

have served as the Company’s auditor since 2026.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Technologies, Inc.

(formerly TNF Pharmaceuticals.

Inc.) and Subsidiaries

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of TNF Pharmaceuticals.

and Subsidiaries (the “Company”)

as of December 31, 2024 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and

cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of their operations and their cash flows for the year then ended, in conformity with

accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as

a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has experienced a net loss and negative

cash flows from operations for the year ended December 31, 2024, which raises substantial doubt about their ability to continue as a going

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility

is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for

the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

have audited, before the effects of the adjustments to retrospectively present the 1-for-100 reverse stock split of the shares of the

Company’s common stock in 2025 as described in Note 1, the accompanying consolidated balance sheet of Q/C Technologies, Inc.

TNF Pharmaceuticals.

Inc.) and Subsidiaries (the “Company”) as of December 31, 2024 and the related consolidated statements

of operations, changes in mezzanine equity and stockholders’ equity, and cash flows for the year ended December 31, 2024, and the

related notes (collectively referred to as the consolidated financial statements).

The 2024 consolidated financial statements, before

the effects of the adjustments described in Note 1, are not presented herein.

In our opinion, the consolidated financial statements,

before the effects of the adjustments to retrospectively present the 1-for-100 reverse stock split of the shares of the Company’s

common stock in 2025 as described in Note 1, present fairly, in all material respects, the financial position of the Company as of December

31, 2024, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively present the 1-for-100 reverse stock

split of the shares of the Company’s common stock in 2025 as described in Note 1 and, accordingly, we do not express an opinion

or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were

audited by Grassi & Co.,CPAs, P.C.

Doubt About the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the consolidated financial statements, the Company has experienced a net loss and negative cash flows from operations for

the year ended December 31, 2024, which raises substantial doubt about their ability to continue as a going concern.

plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting.

part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express

no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

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material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as

a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters

communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a

whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters

or on the accounts or disclosures to which they relate.

of preferred stock and bifurcated embedded derivative

discussed in Notes 1 and 2 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F

Convertible Preferred Stock (“Series F Preferred Stock”), with various embedded features.

The Preferred Stock was

determined to be more akin to a debt-like host than an equity-like host.

The Company concluded that the embedded features were not

clearly and closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded

Derivative”).

The Embedded Derivative liabilities are measured at fair value at inception and then are required to be

re-measured and reported at fair value at each reporting period.

Management’s estimate of the Embedded Derivative liabilities

as of December 31, 2024 was $0.

On April 8, 2025, the Company entered into an Omnibus Amendment Agreement with the Series F

Preferred Stock holders, which amended certain terms of the Certificate of Designations surrounding the Stated Value, the timing and

amount of installment redemptions and the final maturity date of the Series F Preferred Stock.

This amendment resulted in an

extinguishment of the original instrument and reissuance of Series F Preferred Stock on December 31, 2024.

The estimated fair value

of the Series F Preferred Stock at December 31, 2024 reissuance was $4,930,000.

discussed in Notes 1 and 2 to the consolidated financial statements, on May 20, 2024, the Company sold 5,050 shares of Series F-1

Convertible Preferred Stock (“Series F-1 Preferred Stock”), with various embedded features.

The Preferred Stock was

determined to be more akin to a debt-like host than an equity-like host.

The Company concluded that the embedded features were not

clearly and closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded

Derivative”).

The Embedded Derivative liabilities are measured at fair value at inception and then are required to be

re-measured and reported at fair value at each reporting period.

Management’s estimate of the Embedded Derivative liabilities

at inception and as of December 31, 2024 was $854,000 and $1,303,000.

The estimated fair value of the Series F-1 Preferred Stock at

issuance was $9,323,000.

discussed in Notes 1 and 2 to the consolidated financial statements, on May 20, 2024, the Company sold 8,950 shares of Series G

Convertible Preferred Stock (“Series G Preferred Stock”).

The estimated fair value of the Series G Preferred Stock at

issuance was $22,260,000.

discussed in Note 6 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F Convertible

Preferred Stock (“Series F Preferred Stock”), with various embedded features.

The Preferred Stock was determined to be more

akin to a debt-like host than an equity-like host.

The Company concluded that the embedded features were not clearly and closely related

to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded Derivative”).

Derivative liabilities are measured at fair value at inception and then are required to be re-measured and reported at fair value at

each reporting period.

Management’s estimate of the Embedded Derivative liabilities as of December 31, 2024 was $0.

2025, the Company entered into an Omnibus Amendment Agreement with the Series F Preferred Stock holders, which amended certain terms

of the Certificate of Designations surrounding the Stated Value, the timing and amount of installment redemptions and the final maturity

date of the Series F Preferred Stock.

This amendment resulted in an extinguishment of the original instrument and reissuance of Series

F Preferred Stock on December 31, 2024.

The estimated fair value of the Series F Preferred Stock at December 31, 2024 reissuance was

discussed in Note 6 to the consolidated financial statements, on May 20, 2024, the Company sold 5,050 shares of Series F-1 Convertible

Preferred Stock (“Series F-1 Preferred Stock”), with various embedded features.

The Preferred Stock was determined to be

more akin to a debt-like host than an equity-like host.

The Company concluded that the embedded features were not clearly and closely

related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded Derivative”).

Embedded Derivative liabilities are measured at fair value at inception and then are required to be re-measured and reported at fair

value at each reporting period.

Management’s estimate of the Embedded Derivative liabilities at inception and as of December 31,

2024 was $854,000 and $1,303,000.

The estimated fair value of the Series F-1 Preferred Stock at issuance was $9,323,000.

discussed in Note 6 to the consolidated financial statements, on May 20, 2024, the Company sold 8,950 shares of Series G Convertible

Preferred Stock (“Series G Preferred Stock”).

The estimated fair value of the Series G Preferred Stock at issuance was $22,260,000.

applies considerable judgment in selecting assumptions used to estimate the fair value of Preferred Stock and Embedded Derivative liabilities

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These procedures included the following:

Gain ing an understanding of management’s impairment testing

process and verifying that the Company operates as a single reporting unit.

Evaluat ion of management’s qualitative

assessment of whether events or changes in circumstances indicate potential of goodwill.

Review ing the third-party valuation report

and other key documents used by management to assess the fair value of the reporting unit.

Evaluat ing the recent equity financing

transaction, including the investor composition and terms, and assessing its relevance in determining the fair value of the reporting

an understanding of management’s impairment testing process and verifying that the Company operates as a single reporting unit.

of management’s qualitative assessment of whether events or changes in circumstances indicate potential of goodwill.

the third-party valuation report and other key documents used by management to assess the fair value of the reporting unit.

the recent equity financing transaction, including the investor composition and terms, and assessing its relevance in determining

the fair value of the reporting unit.

Concern Assessment

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sufficient to fund its current operating budget and contractual obligations as of December 31, 2024 as they fall due in the next twelve-month

period, and as such have concluded that there are material uncertainties related to events or conditions that may cast significant

doubt upon the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term

cash flow projection.

Management used significant assumptions in preparing the short-term cash flow projection, which included operating

costs and financing obligations.

period, and as such have concluded that there are material uncertainties related to events or conditions that may cast significant doubt

upon the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term cash

flow projection.

Management used significant assumptions in preparing the short-term cash flow projection, which included operating costs

and financing obligations.

principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit

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These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light of

its existing operating requirements and plans.

Evaluation of the reasonableness

of management’s plans on the cash flow requirements of the operations.

Testing the completeness,

accuracy, and relevance of underlying data in the short-term cash flow projection.

Evaluation of the adequacy

of the Company’s disclosure of these circumstances in the consolidated financial statements.

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light

of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

the completeness, accuracy, and relevance of underlying data in the short-term cash flow projection.

of the adequacy of the Company’s disclosure of these circumstances in the consolidated financial statements.

in Oravax, Inc.

25 unchanged sentences

of the investment might not be recoverable for reasonableness.

Reviewing management’s

assessment of events or changes in circumstances for reasonableness.

management’s assessment of events or changes in circumstances for reasonableness.

management’s significant accounting policies related to the election to measure its investment in Oravax Medical, Inc.

security without a readily determinable fair value.

equity security without a readily determinable fair value.

Stephano Slack LLC

have served as the Company’s auditor since 2024.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

(formerly, MyMD Pharmaceuticals, Inc.) and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheet of TNF Pharmaceuticals, Inc.

(formerly, MyMD Pharmaceuticals, Inc.) and Subsidiaries

(the Company) as of December 31, 2023 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity,

and cash flows for the year ended December 31, 2023 and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2023 and the results of their operations and their cash flows for the year ended December 31, 2023 in conformity with

accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the financial statements, the Company has experienced a net loss and negative cash flows from operations for the year ended

December 31, 2023, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the audit of the consolidated financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which

of bifurcated embedded derivative

discussed in Note 2 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F Convertible

Preferred Stock (“Preferred Stock”), with various embedded features.

The Preferred Stock was determined to be more akin to

a debt-like host than an equity-like host.

The Company concluded that the embedded features were not clearly and closely related to the

debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded Derivative”).

The Embedded Derivative

liabilities are measured at fair value at inception and then are required to be re-measured and reported at fair value at each reporting

Management’s estimate of the Embedded Derivative liabilities at inception and as of December 31, 2023 was $3,149,800 and

Management applies considerable judgment in selecting assumptions used to estimate the Embedded Derivative liabilities and changes

in market conditions or variations in certain assumptions could result in significant fluctuations in the estimate.

Management estimates

the fair value of the Embedded Derivative liabilities using a Monte Carlo simulation model, with the following inputs:

the fair value

of the Company’s common stock on the issuance date and re-measurement date, estimated equity volatility, estimated traded volume

volatility, the time to maturity, a discounted market interest rate, a dividend rate, a penalty dividend rate, and probability of default.

The fair value of the bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability

weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management’s

valuation of Embedded Derivative liabilities is a critical audit matter which required a high degree of auditor judgment and an increased

extent of effort when performing audit procedures to evaluate the judgments made and the reasonableness of the models and assumptions

used in the valuation.

The audit effort included the use of professionals with specialized skill and knowledge to assist in performing

these procedures and evaluating the audit evidence obtained from these procedures

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

the involvement of our fair value specialists, we developed an independent fair value estimate

for a sample and compared our estimate to the Company’s estimate and evaluated any

We developed our estimate by evaluating the observable and unobservable inputs

used by management or developing independent inputs.

the involvement of our fair value specialists, we evaluated the methods, models, and judgments

applied by management in the determination of principal assumptions and the calculation of

Embedded Derivative liabilities.

the re-measurement at December 31, 2023, we evaluated management’s ability to accurately

estimate fair value by comparing management’s fair value re-measurements at quarterly

reporting dates during 2023 to their fair value re-measurement at December 31, 2023.

Concern Assessment

discussed in Note 3 to the consolidated financial statements, historically, the Company has incurred net losses.

Since its inception,

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

The Company believes that its current financial resources as of the date of issuance of the consolidated financial statements are not

sufficient to fund its current operating budget and contractual obligations as of December 31, 2023 as they fall due in the next twelve-month

period, and as such have concluded that there are no material uncertainties related to events or conditions that may cast significant

doubt upon the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term

cash flow projection.

Management used significant assumptions in preparing the short-term cash flow projection, which included operating

costs and financing obligations.

principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit

matter are the significant judgments in management’s plans to fund its operating budget and contractual obligations.

This required

a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate management’s conclusion

that it is probable the Company’s plans will be effectively implemented within twelve months after the date the consolidated financial

statements are issued and will provide the necessary cash flows to fund the Company’s operating budget and contractual obligations.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term

cash flow projection in the light of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

the completeness, accuracy, and relevance of underlying data in the short-term cash flow

of the adequacy of the Company’s disclosure of these circumstances in the consolidated

financial statements.

of Impairment for Investment in Oravax, Inc.

discussed in Note 2 to the consolidated financial statements, the Company has elected to measure its investment in Oravax Medical, Inc.

as an equity security without a readily determinable fair value.

Under this election, an equity security without a readily available

fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or a similar investment of the same issuer.

At each reporting period, the Company is required to make a qualitative

assessment considering impairment indicators to evaluate whether the investment is impaired.

If deemed impaired, the Company is required

to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment

and its carry amount.

As of December 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired

and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2023.

In making such a determination, management prepared a detailed qualitative analysis considering various impairment indicators.

used significant judgment in their qualitative assessment.

principal considerations for our determination that performing procedures relating to the impairment assessment of investments in equity

securities without readily determinable fair value is a critical audit matter is the significant judgment by management in making the

qualitative assessment of whether investments in equity securities were impaired.

This in turn led to significant auditor judgment and

effort in performing procedures to evaluate the reasonableness of significant judgments management applied in determining whether events

or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

management’s detailed qualitative analysis considering various impairment indicators

that may indicate that the carrying amount of the investment might not be recoverable for

reasonableness.

management’s assessment of events or changes in circumstances for reasonableness.

management’s significant accounting policies related to the election to measure its

investment in Oravax Medical, Inc.

as an equity security without a readily determinable fair

Morison Cogen LLP

served as the Company’s auditor from 2010 to 2024.

Bell, Pennsylvania

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

have served as the Company’s auditor from 2024 to 2025.

TECHNOLOGIES, INC.

(formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES

Balance Sheets

2 unchanged sentences

December 31, 2024

December 31, 2025

December 31, 2024

Current Assets

1 unchanged sentence

Marketable Securities

Deposits and Other Receivables

Prepaid Expenses

2 unchanged sentences

Operating Lease Right-of-Use Assets

Intangible Assets

Investment in Oravax, Inc.

5 unchanged sentences

Derivative Liabilities

Warrant Liabilities

Dividends Payable

License Fee Payable

Total Current Liabilities

Non-Current Liabilities

Deferred Compensation Payable

Contingent Consideration Payable

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

Commitments and Contingencies – Note 8

Mezzanine Equity

Series F Convertible Preferred Stock, 15,000 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 4,211 and 6,633 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Liquidation preference of $ 4,211,000 plus dividends at 10 % per annum of $ 1,600,807 as of December 31, 2024

Series F Convertible Preferred Stock, 15,000

shares designated, $ 0.001

par value per share and a stated value of $ 1,000

shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Series F-1 Convertible Preferred Stock, 5,050

shares designated, $ 0.001

par value per share and a stated value of $ 1,100

shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Series F-1 Convertible Preferred Stock – Discount

( 4,744,101 )

Series F Convertible Preferred Stock – Derivative

( 1,394,184 )

Convertible Preferred Stock – Derivative

Series G Convertible Preferred Stock, 12,826,273

shares designated, $ 0.001

par value per share and a stated value of $ 1,000

per share, 8,804

shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Liquidation preference of 8,804,000

plus dividends at 10 %

per annum of $ 10,977

as of December 31, 2025

Series G Convertible Preferred Stock – Discount

( 6,938,000 )

Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 4,747 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Liquidation preference of $ 4,747,000 plus dividends at 10 % per annum of $ 295,836 as of December 31, 2024

Series F-1 Convertible Preferred Stock – Discount

( 8,884,000 )

Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 8,884 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Series H Convertible Preferred Stock, 7,000 shares designated, par value of $ 0.001 and a stated value of $ 1,000 per share, 3,115 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024.

Liquidation preference of $ 3,115,000 plus dividends at 5 % per annum of $ 78,750 as of December 31, 2025

Convertible Preferred

Series G Convertible Preferred Stock – Discount

( 8,884,000 )

Series H Convertible Preferred Stock - Discount

Convertible preferred stock – discount

Series H Convertible Preferred Stock - Derivative

( 1,837,000 )

Convertible preferred stock – derivative

( 1,837,000 )

Series I Convertible Preferred Stock, 747,362 shares designated, par value of $ 0.001 and a stated value of $ 0.01 per share, 0 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Convertible preferred stock, value

Total Mezzanine Equity

STOCKHOLDERS’

Preferred Stock, par value $ 0.001 , 50,000,000 total preferred shares authorized

Series D Convertible Preferred Stock, 211,353 shares designated, $ 0.001 par value and a stated value of $ 0.01 per share, 72,992 shares issued and outstanding as of December 31, 2024 and December 31, 2023

STOCKHOLDERS’ EQUITY

Preferred Stock, par value $ 0.001 , 50,000,000

total preferred shares authorized and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Series D Convertible Preferred Stock, 211,353

shares designated, $ 0.001

par value per share and a stated value of $ 0.01

per share, 72,992

shares issued and outstanding as of December 31, 2025 and December 31, 2024

Preferred stock, value

Common Stock, par value $ 0.001 , 1,250,000,000 shares authorized 7,690,403 and 33,636 shares issued and outstanding as of December 31, 2025 and December 31, 2024

6 unchanged sentences

accompanying notes are an integral part of these consolidated financial statements

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

Statements of Comprehensive Loss

TECHNOLOGIES, INC.

(formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES

Statements of Operations

For the Years Ended December 31,

4 unchanged sentences

Stock Based Compensation

Series F Warrant Issuance Expenses

Franchise Tax Expense

Series F-1 Warrant Issuance Expenses

Series G Warrant Issuance Expenses

Series H Warrant Issuance Expenses

Loss from Operations

5 unchanged sentences

Unrealized Gain on Marketable Securities

Impairment on Equity Investment

Change in fair value of Derivatives Liabilities

( 3,088,800 )

Change in fair value of Contingent Consideration

Change in fair value of Warrant Liabilities

( 9,756,000 )

Loss on issuance of Series F-1 Convertible Preferred Stock

2 unchanged sentences

Total Other (Income) Expenses

( 13,123,102 )

Loss Before Income Tax

Loss Before Income Taxes

( 11,627,122 )

( 23,359,334 )

Income Tax Benefit

$ ( 11,627,122 )

5 unchanged sentences

Basic and Dilutive net loss per common share

$ ( 1,080.87 )

Weighted average basic and diluted common shares outstanding

accompanying notes are an integral part to these consolidated financial statements.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity

TECHNOLOGIES, INC.

(formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES

Statement of Changes in Mezzanine Equity and Stockholders’ Equity

the Years Ended December 31, 2025 and 2024

F Convertible

F-1 Convertible

G Convertible

D Convertible

Common Stock Par

Additional Paid

Balance at December 31, 2024

1 unchanged sentence

$ ( 129,138,286 )

for par value related to reverse stock split

Issuance of Series G Convertible Preferred Stock in Lieu of Dividends

Issuance of 7,000 shares of Series H Convertible Preferred

Stock, net of discount and offering costs of $ 609,578

Issuance of 747,362 shares of Series I Convertible Preferred

Conversion of 1,946 shares of Series G Convertible Preferred

Conversions of Series H Convertible Preferred Stock

Conversions of Series I Convertible Preferred Stock

( 2,697,977 )

Conversion of Series F and F1 Convertible Preferred Stock

( 4,930,004 )

of common stock for vested restricted stock units

of common stock for services

of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $ 35,252

of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $ 48,559

of shares of Series G Convertible Preferred Stock, net of discount and offering costs

shares of stock

Conversion of 1,251 shares of Series F Convertible Preferred Stock

Conversion of 303 shares of Series F-1 Convertible Preferred Stock

of 66 shares of Series G Convertible Preferred Stock

Issuance of Common Stock for Services Provided

Issuance of Common Stock as Series H Dividends

Deemed dividends on final settlement of the Series F Convertible

Preferred Stock

( 2,930,712 )

Deemed dividends on final settlement of the Series F-1

Convertible Preferred Stock

Stock-based Compensation - Issuance of Stock Options and Adjustments

Preferred Stock Dividends

1 unchanged sentence

( 3,357,325 )

of warrant liability upon warrant modiffication for Series F Convertible Preferred Stock

of warrant liability upon warrant modiffication for Series F-1 Convertible Preferred Stock

Modification of Series F Convertible Preferred Stock

Restricted Stock Units - Shares Vested at Issue

Common Stock Warrant Exercises

( 11,627,122 )

based compensation - stock options

at December 31, 2024

Balance at December 31, 2025

$ 165,722,193

$ ( 144,122,733 )

Series F Convertible

Series F-1 Convertible

Series g Convertible

Series D Convertible

Preferred Stock

F Convertible

F-1 Convertible

G Convertible

H Convertible

I Convertible

D Convertible

Preferred Stock

Common Stock Par

Additional Paid

Balance at December 31, 2023

3 unchanged sentences

( 23,359,334 )

( 3,999,950 )

Round-up shares from the 1-for-30 reverse split effective February 23, 2024

Issuance of common stock for vested restricted stock units

Exercise of prepaid equity forward contract

Issuance of 15,000 shares of Series F Convertible Preferred Stock, net of discount and offering costs of $ 14,087,111

Issuance of shares of Convertible Preferred Stock, net of discount and

offering costs

Conversion of 4,937 shares of Series F Convertible Preferred Stock, July 1, 2023 through October 1, 2023, monthly installments of $ 1,429,871 paid with common stock

Redemption of 1,389 shares of Series F Convertible Preferred Stock, November 1, 2023 through December 1, 2023, monthy linstallments of $ 1,429,871 paid with cash and common stock

of shares of Series F Convertible Preferred Stock, with cash and common stock

Accelerated Conversion of 2,041 shares of Series F Convertible Preferred Stock

Deemed Dividend for the true-up of the August 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Deemed Dividend for the true-up of the October 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Issuance of common stock for services

Issuance of 5,050 shares of Series F-1 Convertible Preferred

Stock, net of discount and offering costs of $ 35,252

Issuance of 8,950 shares of Series G Convertible Preferred

Stock, net of discount and offering costs of $ 48,559

Redemption of 1,195 shares of Series F Convertible Preferred

Stock, January 1, 2023 through February 1, 2024, monthly instalments of $ 1,429,871 paid with cash and common stock

Accelerated Conversion of 1,251 shares of Series F Convertible

Preferred Stock

Accelerated Conversion of 303 shares of Series F-1 Convertible

Preferred Stock

Conversion of 66 shares of Series G Convertible Preferred

Preferred Stock Dividends

1 unchanged sentence

( 3,801,885 )

Stock based compensation - stock options

Balance at December 31, 2023

Reclass of warrant liability upon warrant modification

for Series F Convertible Preferred Stock

Reclass of warrant liability upon warrant modification

for Series F-1 Convertible Preferred Stock

Modification of Series F Convertible Preferred Stock

( 4,673,735 )

Stock based compensation - stock options

Balance at December 31, 2024

$ 138,780,138

1 unchanged sentence

accompanying notes are an integral part of these consolidated financial statements

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

TECHNOLOGIES, INC.

(formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES

Statements of Cash Flows

1 unchanged sentence

Cash flows from operating activities:

Net loss from ongoing operations

$ ( 11,627,122 )

4 unchanged sentences

Change in fair value of derivatives

( 3,088,800 )

Change in fair value of warrants

( 9,756,000 )

Change in fair value of contingent consideration

Impairment of intangible assets

Loss on issuance of Series F-1 Convertible Preferred Stock

1 unchanged sentence

Stock based compensation:

Options issued to directors

Options issued to key employees

Options issued to non-employees

Options/RSUs issued to directors

Options/RSUs issued to key employees

Options/RSUs issued to non-employees

Shares issued for services

Change in assets and liabilities

Accounts receivables

Prepaid expenses

Trade and other payables

License fees payable

Operating leases

Deferred compensation payable

Net cash used by operating activities

Net cash used in operating activities

( 9,065,619 )

1 unchanged sentence

Cash flows from investing activities:

Purchase of technology license

( 2,009,022 )

Purchases of marketable securities

2 unchanged sentences

Proceeds from sale of marketable securities

Net cash (used in)/provided by investing activities

Net cash (used in investing activities

( 8,424,360 )

( 6,101,329 )

Cash flows from financing activities

2 unchanged sentences

Net proceeds from the issuance of Series G Convertible Preferred Stock

Net proceeds from the issuance of Series H Convertible Preferred Stock

Net proceeds from the exercise of warrants for common stock

Redemption of Convertible Preferred Stock

10 unchanged sentences

Supplemental Schedule of Non-Cash Financing and Investing Activities

Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Fair value of Series G Convertible Preferred Stock issued in-lieu of dividends

Initial fair value of derivative liabilities pursuant to the issuance of Series H Convertible Preferred Stock and Warrants

Contingent Consideration Payable for the issuance of Series I Convertible Preferred Stock

Initial fair value of the LightSolver technology license

Initial fair value of warrant liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants

1 unchanged sentence

Initial fair value of warrant liabilities pursuant to the issuance of Series G Convertible Preferred Stock and Warrants

Reclass of warrant liability to equity upon warrant modification for the Series

Reclass of warrant liability to equity upon warrant modification for the Series F Warrants

Reclass of warrant liability to equity upon warrant modification for the Series F-1 Warrants

Reclass of warrant liability to equity upon warrant modification for the Series G Warrants

Modification of Series F Convertible Preferred Stock

accompanying notes are an integral part to these consolidated financial statements.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

TECHNOLOGIES, INC.

(formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES

to Consolidated Financial Statements

1 – Organization and Description of Business

Pharmaceuticals, Inc.

is a Delaware corporation (“TNF” or the “Company”) that was incorporated in New Jersey

prior to the Reincorporation (as defined below).

On July 22, 2024, the Company changed its name from MyMD Pharmaceuticals, Inc.

Technologies, Inc, formally known as TNF Pharmaceuticals, Inc.

is a Delaware corporation (“QCLS” or the

“Company”) that was incorporated in New Jersey prior to the Reincorporation (as defined below) and was originally incorporated in Florida in November 2014.

On July 22, 2024, the

Company changed its name from MyMD Pharmaceuticals, Inc.

to TNF Pharmaceuticals, Inc.

by filing a certificate of amendment to its

certificate of incorporation with the Secretary of State of Delaware.

In addition, effective before the open of market trading on

July 24, 2024, the Company’s common stock, par value $ 0.001

per share (“Common Stock”) ceased trading under the ticker symbol “MYMD” and began trading on the Nasdaq

Stock Market under the ticker symbol “TNFA.” On September 22, 2025, the Company again changed its name from TNF

Pharmaceuticals, Inc.

by filing a certificate of amendment to its certificate of incorporation with the Secretary of State of Delaware.

In addition, effective before the open of market trading on July 24, 2024, the Company’s common stock, par value $ 0.001 per share

(“Common Stock”) ceased trading under the ticker symbol “MYMD” and began trading on the Nasdaq Stock Market under

the ticker symbol “TNFA.”

consolidated financial statements include two wholly owned subsidiaries as of December 31, 2024, Akers Acquisition Sub, Inc.

Time Marketing Corporation (together, the “Company”).

All material intercompany transactions have been eliminated in consolidation.

(formerly MYMD-1) is an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α based

diseases are treated due to its selectivity and ability to cross the blood brain barrier.

to Q/C Technologies, Inc.

by filing a certificate of amendment to its certificate of incorporation with the

Secretary of State of Delaware.

In addition, effective before the open of market trading on September 25, 2025, the Company’s

Common Stock, ceased trading under the ticker symbol “TNFA” and began trading on the Nasdaq Stock Market under the

ticker symbol “QCLS.”

As part of the transition in the Company’s business model, on

September 2, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”), by and among

the Company, LPU Holdings LLC (“LPU”) and the members of LPU (the “Sellers”), pursuant to which the Company agreed

to acquire 100 % of the membership interests (the “Membership Interests”) of LPU from the Sellers, and as a result, LPU became

a wholly-owned subsidiary of the Company.

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

(i) Isomyosamine (formerly known as MYMD-1), an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α

based diseases are treated due to its selectivity and ability to cross the blood brain barrier.

Its ease of oral dosing is a significant

differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion.

Isomyosamine has also been shown to selectively block TNF-α action where it is overactivated without preventing it from doing

its normal job of responding to routine infection.

Isomyosamine is doubly effective at inhibiting inflammation by blocking both

TNF-a and IL-6 activity, whereas currently approved anti-TNF and anti-IL-6 treatments for rheumatoid arthritis (“RA”) can only target one or the other.

addition, in early clinical studies it has not been associated with serious side effects known to occur with traditional

immunosuppressive therapies that treat inflammation.

the Company’s annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with

and into a newly formed wholly owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware”), with

MyMD Delaware being the surviving corporation, for the purpose of changing the Company’s state of incorporation from New Jersey

to Delaware (the “Reincorporation”).

The Reincorporation was effected as of March 4, 2024.

In connection with the Reincorporation

to Delaware, the par value of the Company’s Common Stock and preferred stock was changed to $ 0.001 per share.

Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

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 retained the same CUSIP number

and continued to trade on the Nasdaq Capital Market under the symbol “MYMD.” Holders of shares of the Company’s Common

Stock did not have to exchange their existing MyMD New Jersey stock certificates for MyMD Delaware stock certificates.

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.

February 14, 2024, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”).

Simultaneously with the

Reverse Stock Split, number of shares of the Company’s 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.

The Reverse Stock Split

reduced the total number of issued and outstanding shares of Common Stock, including shares held by the Company as treasury shares.

share amounts have been retroactively adjusted for the Reverse Stock Split, unless stated otherwise.

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.

February 2023 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 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”).

Following the Reverse Stock Split, (i) the conversion price of the Series F Preferred Shares

was adjusted to $ 3.18 per share pursuant to the terms of the Series F Certificate of Designations (as defined below), and (ii) the exercise

price of the Series F Warrants was adjusted to $ 3.18 per share and the number of shares of Common Stock issuable upon exercise of the

Series F Warrants was adjusted proportionately to 4,716,904 shares pursuant to the terms of the Series F Warrants.

connection with the Private Placements (as defined herein), (i) the conversion price of the Series F Preferred Shares was 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 exercise price of the Series F Warrants was adjusted to $ 1.816 per share and the number of shares of Common Stock issuable upon exercise

of the Series F warrants was adjusted proportionally to 8,259,911 shares pursuant to the full ratchet anti-dilution provisions contained

in the Series F Warrants.

F Convertible Preferred Stock

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

of the holder at any time at an initial conversion price of $ 2.255 (pre-split) (as adjusted, the “Series F Conversion Price”).

The Series F 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 Conversion Price (subject to certain exceptions).

Following the Reverse

Stock Split, the Series F Conversion Price was adjusted to $ 3.18 per share pursuant to the terms of the Certificate of Designations of

Series F Convertible Preferred Stock, 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.

The Series F Conversion Price was further adjusted to $ 1.816

per share pursuant to the full ratchet anti-dilutive provisions contained in the Series F Certificate of Designations in connection with

the Private Placements (as defined herein).

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 “Series F Agreement”) with the

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

Pursuant to the 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

The Company and the Required Holders further agreed pursuant to the 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 Dates.

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.

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

30, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective

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.

Upon 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 %

Upon conversion or redemption, the holders of the Series F Preferred Shares are also entitled to receive a dividend make-whole

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.

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.

Glass having been elected

to such position by the holders of the Series F Preferred Shares.

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

recorded dividends totaling $ 2,927,803

and $ 4,218,213 ,

respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Comprehensive Loss.

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.

Series F Preferred Shares are classified in temporary equity as the holder of the Series F Preferred Stock has the right to require the

Company to redeem for cash all or any portion of 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 market for a period of five (5) consecutive trading days.

The Series F Preferred

Stock is not unconditionally redeemable and is only conditionally puttable at the holder’s option upon this trading suspension

This would not be considered to be within the Company’s control.

Series F Preferred Shares were determined to be more akin to a debt-like host than an equity-like host.

The Company identified the following

embedded features that are not clearly and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption

event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in

the Series F Certificate of Designations), and 4) variable share-settled installment conversion.

These features were bundled together,

assigned probabilities of being affected and measured at fair value.

Subsequent changes in fair value of these features are recognized

in the Consolidated Statements of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated

embedded derivative using a Monte Carlo simulation model, with the following inputs;

the fair value of our Common Stock of $ 1.90 on the

issuance date, estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,

a discounted market interest rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

The fair value of the bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability

weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

discount to the fair value is included as a reduction to the carrying value of the Series F Preferred Shares.

The Company recorded a

total discount of $ 14,087,111 upon issuance of the Series F Preferred Shares, which was comprised of the issuance date fair value of

the associated embedded derivative of $ 3,149,800 , stock issuance costs of $ 314,311 and the fair value of the Series F Warrants of $ 10,623,000 .

the years ended December 31, 2024 and 2023, the Company recorded gains of $ 61,000 and $ 3,088,800 , respectively, related

to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Consolidated

Statements of Comprehensive Loss.

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

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

the fair value of the Company’s 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 3.6 %.

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), which was adjusted to $ 1.816 per share and the number of shares

of Common Stock issuable upon exercise of the Series F warrants was adjusted proportionally to 8,259,911 shares pursuant to the full

ratchet anti-dilution provisions contained in the Series F Warrants in connection with the Private Placements (as defined herein)(the

“Series F Exercise Price”), for a period of five years from the date of issuance.

The Series 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 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.

Series F Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election

upon the occurrence of a Fundamental Transaction (as defined in the agreements).

As such, the Company recorded the Series F Warrants

as a liability at fair value with subsequent changes in fair value recognized in earnings.

The Company utilized the Black Scholes Model

to calculate the value of these warrants.

The fair value of the Series F Warrants of $ 10,623,000 was estimated at the date of issuance

using the following weighted average assumptions:

dividend yield 0 %;

term of 5.0 years;

equity volatility of 125.0 %;

and a risk-free

interest rate of 4.09 %.

costs incurred attributable to the issuance of the Series F Warrants of $ 762,834 were immediately expensed in accordance with ASC 480.

the year ended December 31, 2024, the Company recorded a loss of $ 7,094,000 related to the change in fair value of the Series F Warrant

liabilities through the March 31, 2024 reclassification of Series F Warrant liabilities to equity, which is recorded in other income

(expense) on the Consolidated Statements of Comprehensive Loss (see below).

The fair value of the Series F Warrants of $ 7,961,000

was estimated at March 31, 2024, utilizing the Black Scholes Model using the following weighted average assumptions:

dividend yield 0 %;

remaining term of 3.90 years;

equity volatility of 110.0 %;

and a risk-free interest rate of 4.31 %.

the year ended December 31, 2023, the Company recorded a gain of $ 9,756,000 related to the change in fair value of the Series F Warrant

liabilities, which is recorded in other income (expense) on the Consolidated Statements of Comprehensive Loss.

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.

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.

F-1 Private Placement

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

accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors (i) an

aggregate of 5,050 shares of the Company’s newly-designated Series F-1 Preferred Stock, initially convertible into up to 2,780,839

shares of Common Stock at a conversion price of $ 1.816 per share, (ii) short-term warrants to acquire up to an aggregate of 2,780,839

shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $ 1.816 per share, and (iii) long-term

warrants to acquire up to an aggregate of 2,780,839 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively

with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an exercise price of $ 1.816 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”).

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 an initial conversion price of $ 1.816 (the “Series F-1 Conversion Price”).

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”).

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.

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.

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.

year ended December 31, 2024, the Company recorded dividends totaling $ 315,410 , which are reported as Preferred Stock Dividends

on the Consolidated Statements of Comprehensive Loss.

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.

Series F-1 Preferred Shares are classified as temporary equity as the holder of the Series F-1 Preferred Stock has the right to require

the Company to redeem for cash all or any portion of 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 market for a period of five (5) consecutive Trading Days.

F-1 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.

estimated fair value of the Series F-1 Preferred Stock on the issuance date of approximately $ 9.3 million, was determined utilizing Monte

Carlo simulations.

The estimated aggregate fair value of the Warrants of approximately $ 7.9 million was determined utilizing the Black

Scholes Model.

The aggregate fair value of the Warrants exceeds the aggregate gross proceeds from the transaction as the Warrants were

issued in the money.

Further, the fair value of the derivative liability related to the Series F-1 Preferred Stock was determined to

be approximately $ 0.9 million on the date of issuance.

approximately $ 5.1 million stock discount (contra-Preferred Stock) resulting from (i) approximately $4.2 million related to the difference

between the gross proceeds and the allocated residual fair value of the Series F-1 Preferred Stock (i.e., $0), and (ii) approximately

$0.9 million related to the stock derivative at issuance, is accounted for as a reduction to the carrying value of the Series F Preferred

Stock and will be accreted from the issuance date to maturity in accordance with ASC 480-10-S99-3A as redemption is deemed probable pursuant

to the Installment Redemption terms of the Series F-1 Certificate of Designations.

the year ended December 31, 2024, the Company recorded a loss of $ 449,000 , related to the change in fair value of the derivative liabilities,

which is recorded in other income (expense) on the Consolidated Statements of Comprehensive Loss.

The Company estimated the $ 1,303,000 fair value of the bifurcated embedded derivative at December 31, 2024 using a Monte Carlo simulation model, with the following inputs:

the fair value of the Company’s 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 7.0 %,

dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 3.6 %.

Series F-1 Warrants were accounted for as liabilities based on the following analysis.

The Series F-1 Preferred Shares were determined

to be more akin to a debt-like host than an equity-like host.

The Company identified the following embedded features that are not clearly

and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon

a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Series F Certificate of Designations),

and 4) variable share-settled installment conversion.

These features were bundled together, assigned probabilities of being affected

and measured at fair value.

Subsequent changes in fair value of these features are recognized in the Consolidated Statements

of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated embedded derivative using a Monte

Carlo simulation model, with the following inputs:

the fair value of our Common Stock of $ 1.90 on the issuance date, estimated equity

volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years, a discounted market interest

rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

The fair value of the bifurcated

derivative liabilities was estimated utilizing the with and without method which uses the probability weighted difference between the

scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

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 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 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.

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.

In accordance with ASC 815-40, the Company

remeasured the Series F-1 Warrants at fair value as of July 25, 2024 ($ 6,965,000 ), and recognized the $ 6,000 change in fair value as

a non-cash loss and reclassified the Series F-1 Warrants to additional paid-in capital as of July 25, 2024.

For the year ended December

31, 2024, the Company recognized a non-cash gain on the change in fair value of $ 968,000 .

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 a 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”) at an exercise price of $ 1.816 per share, and (iii)

long-term warrants to acquire up to an aggregate of 4,928,416 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 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”).

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 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 Shares.

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 year ended December 31, 2024, the

Company recorded dividends totaling $ 559,393 , which are reported as Preferred Stock Dividends on the Consolidated Statements

of Comprehensive Loss.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make dividend make-whole payments using shares of Common Stock is

subject to certain limitations set forth in the Series G Certificate of Designations.

Further, the Series G Certificate of Designations

contains a certain beneficial ownership limitation, which applies to each Series G Investor, other than PharmaCyte Biotech, Inc., after

giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series G Preferred Shares or as part of any dividend

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

June 17, 2024, the Company entered into an Amendment Agreement (the “Series G Amendment”) with the Required Holders (as defined

in the Series G Certificate of Designations).

Pursuant to the Series G Amendment, the Required Holders agreed to amend the Series G Certificate

of Designations by filing a Certificate of Amendment (“Series G Certificate of Amendment”) to the Series G Certificate of

Designations with the Secretary of State of the State of Delaware (the “Secretary of State”) to increase the number of authorized

shares of Series G Preferred Stock from 8,950 to 12,826,273 , in order to authorize a sufficient number of shares of Series G Preferred

Stock for the payment of PIK Shares.

On June 17, 2024, the Company filed the Series G Certificate of Amendment with the Secretary of

State, thereby amending the Series G Certificate of Designations.

The Series G Certificate of Amendment became effective with the Secretary

of State upon filing.

Series G Preferred Shares are classified as temporary equity as the holder of the Series G Preferred Stock has the right to require the

Company to redeem for cash all or any portion of 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 market for a period of five (5) consecutive Trading Days.

The Series G Preferred

Stock is not unconditionally redeemable and is only conditionally puttable at the Holder’s option upon this trading suspension

This would not be considered to be within the Company’s control.

estimated fair value of the Series G Preferred Stock on the issuance date of approximately $ 22.3 million, was determined utilizing Monte

Carlo simulations.

The estimated aggregate fair value of the Warrants of approximately $ 14.1 million was determined utilizing the Black

Scholes Model.

The aggregate fair value of the Warrants exceeds the aggregate gross proceeds from the transaction as the Warrants were

issued in the money.

approximately $ 9.0 million stock discount (contra-Preferred Stock) resulting from the difference between the gross proceeds and the allocated

residual fair value of the Series G Preferred Stock (i.e.

$0) is accounted for as a reduction to the carrying value of the Preferred

Stock and is not accreted until redemption becomes probable in accordance with ASC 480-10-S99-3A.

the fair value of the liabilities required to be subsequently measured at fair value exceeds the net proceeds received, the excess of

the fair value over the net proceeds received is recognized as a loss in earnings.

As such, the Company recognized a loss on the issuance

of preferred stock of approximately $ 5.1 million.

August 8, 2024, the Company entered into an Amendment Agreement (the “August Series G Amendment”) with the Required Holders

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

Pursuant to the August Series G Amendment, the Required Holders agreed to amend

the Series G Certificate of Designations by filing a Certificate of Amendment (“August Series G Certificate of Amendment”)

to the Series G Certificate of Designations with the Secretary of State to adjust the calculation of the PIK Shares.

On August 8, 2024,

the Company filed the August Series G Certificate of Amendment with the Secretary of State, thereby amending the Series G Certificate

of Designations.

The August Series G Certificate of Amendment became effective with the Secretary of State upon filing.

Series G Preferred Shares were determined to be more akin to a debt-like host than an equity-like host.

The Company identified the following

embedded features that are not clearly and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption

event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in

the Series G Certificate of Designations), and 4) variable share-settled installment conversion.

These features were bundled together,

assigned probabilities of being affected and measured at fair value.

Subsequent changes in fair value of these features are recognized

in the Consolidated Statements of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated

embedded derivative using a Monte Carlo simulation model, with the following inputs:

the fair value of our Common Stock of $ 1.90 on the

issuance date, estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,

a discounted market interest rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

The fair value of the bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability

weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

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 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 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 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.

In accordance with ASC 815-40,

the Company remeasured the Series G Warrants at fair value as of July 25, 2024 ($ 12,343,000 ) and recognized the $ 11,000 change in fair

value as a non-cash loss and reclassified the Series G Warrants to additional paid-in capital as of July 25, 2024.

For the year ended

December 31, 2024, the Company recognized a non-cash gain on the change in fair value of $ 1,716,000 .

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.

October and November 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 employee’s options to purchase an aggregate of 7,668 shares of Common Stock with

an exercise price of $ 49.80 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.

The Company recognized as compensation expense $ 168,496 which represented the remaining unamortized fair

value of the original grant.

Officer Contract Amendments and Separations

November 13, 2023, the Company entered into an amendment to the employment agreement of Dr.

Chris Chapman, its President and Chief Medical

Officer, providing for Dr.

Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full

Base Salary”) to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no

longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion.

amendment further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred

until payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined

by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr.

Chapman’s election, in shares of Common

Stock or in cash.

As of December 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $149,038 and $28,846,

respectively, which was paid to Dr.

Chapman on June 27, 2024.

Chapman’s employment agreement terminated June 14, 2024.

Pursuant to a General Release and Severance Agreement (the “Separation

Agreement”), dated as of June 14, 2024, Dr.

Chapman is entitled to (i) payment in the amount of $ 125,000 , less all lawful and authorized

withholdings and deductions, to be paid in three (3) equal monthly installments, (ii) a one-time payment equal to $ 25,000 , less all lawful

and authorized withholdings and deductions, (iii) reimbursement for continuation coverage under the Consolidated Omnibus Budget Reconciliation

Act of 1985, as amended (“COBRA”) for a period of up to three (3) months, and (iv) acceleration of certain unvested options

granted to Dr.

Chapman pursuant to those certain Nonqualified Stock Option Agreements, dated April 4, 2023 and June 7, 2023.

recognized $ 150,000 of salary expense and $ 197,427 of stock-based compensation during the yere ended December 31, 2024, which is included

in the Consolidated Statement of Comprehensive Loss.

connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November

13, 2023, the Company entered into an amendment to the employment agreement of Christopher C.

Schreiber, a Director and the Company’s

former Executive Chairman, providing for Mr.

Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000)

(the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize

the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion.

The amendment further

provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of

the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company

in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr.

Schreiber’s election, in shares of Common Stock

The amendment also clarified that Mr.

Schreiber’s title is “Director.” As of December 31, 2024 and 2023,

the Company had recognized a salary deferral of $175,385 and $27,692, respectively, which was paid to Mr.

Schreiber on August 22, 2024.

November 13, 2023, the Company entered into an amendment to the employment agreement of Dr.

Adam Kaplin, its Chief Scientific Officer,

providing that Dr.

Kaplin’s employment and had an initial term of four months, which the parties had the option to mutually agree

to extend for additional consecutive terms of one month each.

The amendment further provided that, in the event of termination without

cause by the Company prior to the end of the initial term, Dr.

Kaplin shall receive his monthly base salary through the end of the initial

The amendment further provided that all outstanding and unvested shares granted pursuant to the Nonqualified Stock Option Agreement,

dated June 7, 2023, between the Company and Dr.

Kaplin shall accelerate upon the termination of Dr.

Kaplin’s employment.

amendment further provided that, in the event of a termination for any reason prior to the end of the first renewal term following the

end of the initial term, the Company will continue to cover the costs of Dr.

Kaplin’s health insurance coverage through the end

of the first renewal term, subject to the execution and timely return of a release.

Kaplin’s employment was terminated effective

April 15, 2024.

November 13, 2023, the Company entered into a mutual employment separation agreement with Paul M.

Rivard, its Chief Legal Officer.

separation agreement provides for a lump-sum severance payment equal to three months of his normal base salary in exchange for a waiver

The separation agreement further provides that Mr.

Rivard will be deemed a contractor providing services to the Company

for purposes of any awards previously granted to him under the 2021 Plan if at the relevant time(s) he is providing services to the Company

while under the employ of a law firm representing the Company.

Deferral of Board Service Fees

November 13, 2023, the Board approved certain adjustments to the director fees.

Silverman’s fees were decreased from $ 216,000

to $ 60,000 annually, with payment of the excess amount of $ 156,000 deferred until the date that payment of such amount would no longer

jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which

time such amount may be paid, at Mr.

Silverman’s election, in shares of Common Stock or in cash.

Eagle’s, Uzonwanne’s

and White’s fees were decreased from $ 96,000 to $ 60,000 annually, with payment of the excess amounts of $ 36,000 per director deferred

until the date that payment of such amounts would no longer jeopardize the Company’s ability to continue as a going concern, as

determined by the Company in its sole discretion, at which time such amounts may be paid, at each director’s election, in shares

of Common Stock or in cash.

Upon their appointment to the Board, Messrs.

Friscia and Glass were also subject to this deferral.

December 31, 2024 and 2023, the Company had recognized a board fee deferral of $ 209,800 and $ 44,000 , respectively, which was paid to

the respective Board member on August 21, 2024.

differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion, and (ii)

and Supera-CBD.

On February 14, 2024, the Company effected a 1-for-30

reverse stock split (the “2024 Reverse Stock Split”).

The 2024 Reverse Stock Split reduced the total number of issued

and outstanding shares of Common Stock, including shares held by the Company as treasury shares.

All share amounts have been

retroactively adjusted for the 2024 Reverse Stock Split, unless stated otherwise.

On August 29, 2025, the Company effected a 1-for-100

reverse stock split (the “2025 Reverse Stock Split”).

The 2025 Reverse Stock Split reduced the total number of issued

and outstanding shares of Common Stock, including shares held by the Company as treasury shares.

All share amounts have been

retroactively adjusted for the 2025 Reverse Stock Split, unless stated otherwise.

2025, the Company shifted its business strategy to focus on energy-efficient blockchain, cryptocurrency infrastructure, and high-performance

computing through quantum-class laser-based computing.

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

with LightSolver Ltd.

to deploy innovative LPUs, specifically the Company-branded qc-LPU100™, which harnesses the natural properties

of light with the goal of achieving high computational speed and energy efficiency.

Additionally, the Company is researching and designing

quantum/laser-based computer technology.

The Company is pre-revenue and only has investment

income for the years 2025 and 2024.

Additionally, these consolidated financial statements

include three wholly owned subsidiaries as of December 31, 2025, Akers Acquisition Sub, Inc., Bout Time Marketing Corporation and LPU

(together, the “Company”).

All material intercompany transactions have been eliminated in consolidation.

2 – Significant Accounting Policies

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Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign

Currencies, are recorded in the Consolidated Statements of Comprehensive Loss.

Currencies, are recorded in the Consolidated Statements of Operations.

Comprehensive Income (Loss)

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and for the year ended December 31, 2025.

The carrying amounts of cash equivalents, accounts receivable, other current assets, other

The carrying amounts of cash equivalents, other current assets, other

assets, accounts payable, and accrued expenses approximated their fair values as of December 31, 2025 due to their short-term nature.

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Valued using quoted prices in active markets for identical assets.

Quoted Prices in Active Markets for Identical Assets or Liabilities

Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)

Quoted Prices in Active Markets for

Identical Assets or Liabilities

Quoted Prices for Similar Assets or

Liabilities in Active Markets (Level 2)

Significant Unobservable Inputs (Level

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2024, respectively.

from the sales of marketable securities were $ 6,750,480 and $ 15,300,030 in the years ended December 31, 2024 and 2023, respectively.

Purchases of marketable securities were $ 12,851,809 and $ 13,454,304 during the years ended December 31, 2024 and 2023, respectively.

from the sales of marketable securities were $ 12,647,647

and $ 6,750,480

in the years ended December 31, 2025 and 2024, respectively.

Purchases of marketable securities were $ 19,062,985 and

during the years ended December 31, 2025 and 2024, respectively.

Value on a Recurring Basis

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The estimated

fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements.

The following table presents

information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023,

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The Company follows the guidance in ASC 820 for its financial assets and

liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are

re-measured and reported at fair value at least annually.

The estimated fair value of the warrant liabilities, bifurcated embedded derivatives

and contingent consideration payable represent Level 3 measurements.

The following table presents information about the Company’s

liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair Value Hierarchy of the Valuation Inputs

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Derivative Liabilities

following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring

Contingent Consideration Payable

following table sets forth a summary of the change in the fair value of the warrant liabilities that are measured at fair value on a recurring

basis for the years ended December 31, 2025 and 2024:

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Changes in fair value of warrant liabilities

( 1,175,000 )

Reclassification of warrant liability to equity upon warrant modification

( 27,269,000 )

Balance on March 31,

Issuance of warrants reported at fair value

Changes in fair value of warrant liabilities

( 2,701,000 )

( 1,635,000 )

Balance on June 30,

Changes in fair value of warrant liabilities

( 5,356,000 )

Reclassification of warrant liability to equity upon warrant modification

( 19,308,000 )

Balance on September 30,

Changes in fair value of warrant liabilities

( 1,590,000 )

Balance on December 31,

following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on

following table sets forth a summary of the change in the fair value of the derivative liabilities that are measured at fair value on

a recurring basis for the years ended December 31, 2025 and 2024:

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Changes in fair value of derivative liabilities

Balance on March 31,

Issuance of derivatives reported at fair value

Changes in fair value of derivative liabilities

Balance on June 30,

Changes in fair value of derivative liabilities

( 2,566,900 )

Balance on September 30,

Changes in fair value of derivative liabilities

Balance on December 31,

The following table sets

forth a summary of the change in the fair value of the contingent consideration payable that is measured at fair value on a recurring

basis for the years ended December 31, 2025 and 2024:

Schedule of Change in

Fair Value of Contingent Consideration

As of December 31,

Balance on December 31, 2024 and 2023

Issuance of Contingent Consideration

Change in the fair value of Contingent Consideration

Balance on December 31,

were no assets or liabilities measured on a non-recurring basis as of December 31, 2025 or December 31, 2024.

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months of the balance sheet date.

Company has determined that the Series F Convertible

Preferred Stock warrants are derivatives that are required to be accounted for as liabilities.

The Company has also determined that the

following embedded features in the preferred stock are not clearly and closely related to the debt host instrument:

1) make-whole interest

upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions

Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and

as such are bifurcated from the preferred stock and accounted for as liabilities.

The fair value of the warrants and embedded features

are estimated using internal valuation models.

The Company’s valuation models utilize inputs and other assumptions and may not

be reflective of the price at which they can be settled.

Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as

The Company has also determined that the following embedded features in the preferred stock are not clearly and closely

related to the debt host instrument:

1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion

event, 3) an instalment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable

share-settled instalment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities.

The fair value

of the warrants and embedded features are estimated using internal valuation models.

The Company’s valuation models utilize inputs

and other assumptions and may not be reflective of the price at which they can be settled.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

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gain or loss on the Statements of Comprehensive Income (Loss).

Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting

in a reclassification to equity.

The warrants are remeasured at fair value on the modification date, the change in fair value is recognized

as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital.

Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified

resulting in a reclassification to equity.

The warrants are remeasured at fair value on the modification date, the change in fair

value is recognized as a non-cash gain or loss on the Statement of Operations, and the warrants are reclassified to additional

paid-in capital.

Prepaid Expenses

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Concentrations

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with

financial institutions and accounts receivable.

At times, the Company’s cash in banks exceeds the FDIC insurance limit.

Company has not experienced any loss because of these cash deposits.

These cash balances are maintained with two banks and do not

exceed the FDIC limit as of December 31, 2024.

Financial instruments that potentially subject the Company to concentrations

of credit risk consist principally of cash on deposit with financial institutions and accounts receivable.

At times, the Company’s

cash in banks exceeds the FDIC insurance limit.

The Company has not experienced any loss because of these cash deposits.

These cash balances

are maintained with two banks.

One of the bank accounts exceeds the FDIC limit as of December 31, 2025.

Risk Management of Cash and Investments

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access to funds.

Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm.

The Company’s investment portfolios are regularly monitored for risk

and are held with two brokerage firms.

recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other

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accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc.

(Note 3) as an equity security without a readily determinable fair value.

Under this election, an equity security without a readily available

fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or a similar investment of the same issuer.

At each reporting period, the Company is required to make a qualitative

assessment considering impairment indicators to evaluate whether the investment is impaired.

If deemed impaired, the Company is required

to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment

and its carry amount.

As of December 31, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired

and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2024.

(“Oravax”) (Note 3) as an equity security without a readily determinable fair value.

Under this election, an equity

security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from

observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

At each reporting

period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the

investment is impaired.

If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an

impairment loss equal to the difference between the fair value of the investment and its carry amount.

As of December 31, 2025, the

Company performed a qualitative and quantitative assessment to evaluate whether the equity investment was impaired.

determined that the asset quality and business prospects of the investee had declined significantly as no advancements or

developments had occurred during 2025.

Given the focus Oravax had on initially targeting COVID-19 variants through oral drug

delivery, and without updated projections from Oravax, the Company determined that the decline in the fair value was likely

permanent and that the investment should be fully impaired as of December 31, 2025.

Property, Plant and Equipment

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amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements

of Comprehensive Loss.

of Operations.

is recognized over the estimated useful lives of the property, plant and equipment.

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Schedule of Estimated Useful Lives of Property Plant and Equipment

Plant and equipment

Furniture and fixtures

Computer equipment & software

Leasehold Improvements

Shorter of the remaining lease or estimated useful life

and equipment

equipment & software

of the remaining lease or estimated useful life

methods, useful lives and residual values are reviewed at each reporting date.

There was no property, plant and equipment for

the years ended December 31, 2025 and December 31, 2024.

Intangible Assets

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other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Consolidated

Statements of Comprehensive Loss.

Statements of Operations.

and Trade Secrets

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the Company has 17 issued U.S.

patents, 69 issued foreign patents, one pending U.S.

patent applications and five foreign patent applications

patents, 69 issued foreign patents, 2 pending U.S.

patent applications and 7 foreign patent applications

pending in such jurisdictions as Canada, China, Israel, and Japan, which if issued are expected to expire between 2036 and 2039.

intends to protect all other intellectual property (e.g.

copyrights, trademarks, and trade secrets) using all legal remedies available

to the Company.

Management intends to protect all other intellectual property (e.g.

copyrights, trademarks, and trade secrets) using all legal remedies

available to the Company.

Company records expenses related to the application for and maintenance of patents as a component of research and development expenses

on the Consolidated Statement of Comprehensive Loss.

on the Consolidated Statement of Operations.

Costs and Trade Secrets

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and trademarks

is evaluated annually for impairment or whenever the Company identifies certain triggering events or circumstances that would more likely than not

reduce the fair value below its carrying amount.

Events or circumstances that might indicate an interim evaluation is warranted include,

among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs,

unanticipated competitive activities, and acts by governments and courts.

No impairment was recorded for each of the years ended December

31, 2024 and 2023.

is evaluated annually for impairment or whenever the Company identifies certain triggering events or circumstances that would more likely

than not reduce the fair value below its carrying amount.

Events or circumstances that might indicate an interim evaluation is warranted

include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply

costs, unanticipated competitive activities, and acts by governments and courts.

No impairment was recorded for each of the years ended

December 31, 2025 and 2024.

Recoverability of Long-Lived Assets

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terminated by the lessor on April 30, 2024.

Company leased a facility in Tampa, Florida under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030

to $ 23,259 plus certain operating expenses.

The Platt Street Lease took effect on April 1, 2022, for a term of 36 months.

The Platt Street

Lease was cancelled without penalty effective October 31, 2023.

Company leased a facility in Baltimore, Maryland under an operating lease (“2024 Baltimore Lease”) with annual rentals of

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over the lease term.

Company’s operating leases are comprised of the 2024 Baltimore Lease, the 2021 Baltimore Lease and the Platt Street Lease on the

Consolidated Balance Sheets.

Company’s operating leases are comprised of the 2024 Baltimore Lease and the 2021 Baltimore Lease on

the Consolidated Balance Sheets.

The information related to these leases are presented below:

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2024 Baltimore

2021 Baltimore

Balance Sheet Location

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Lease Expenses

For the Years Ended December 31, 2024

For the Years Ended December 31, 2023

For the Years Ended

December 31, 2025

For the Years Ended

December 31, 2024

2021 Baltimore

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2021 Baltimore

2024 Baltimore

Lease Expenses

Operating Leases

information as of December 31, 2024 related to leases is presented below:

Schedule of Other Information Related to Leases

Other information as of December 31, 2024 related

to leases is presented below:

Schedule of Other Lease Information

Other Information

Other Lease Information

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Average discount rate

of December 31, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows:

Schedule of Operating Lease Minimum Lease Payments

As of December 31, 2024, the annual minimum lease

payments of the Company’s operating lease liabilities were as follows:

of Operating Lease Minimum Lease Payments

2021 Baltimore

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Present value of future minimum lease payments

information as of December 31, 2025 related to leases is presented below:

cash used for the 2024 Baltimore Lease during 2025 was $ 10,800 .

The average discount rate used was 10.0 %.

On February 26, 2025, the Company

provided notice of its intention not to renew the Baltimore Lease, effective April 30, 2025.

Revenue Recognition

If applicable, the

Company will recognize revenue under ASC 606, Revenue from Contracts with Customers.

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issues under review that could result in significant payments, accruals or material deviations from its position.

Since 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.

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.

In July 2025, the One

Big Beautiful Bill Act (Public Law 119-21) was enacted.

The Company recognized the income tax effects of the legislation in the period

of enactment in accordance with ASC 740.

The legislation did not have a material impact on the Company’s consolidated financial

statements for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the legislation on future periods.

Basic and Diluted Earnings per Share of Common Stock

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the Company reported a net loss for the years ended December 31, 2025 and 2024, Common Stock equivalents were anti-dilutive.

of December 31, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common stock

because their inclusion would have been anti-dilutive:

of December 31, 2025 and 2024, the following securities are excluded from the calculation of weighted average dilutive common stock because

their inclusion would have been anti-dilutive:

Schedule of Weighted Average Number of Shares Outstanding Earnings Per Share

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Series G Convertible Preferred Stock

Total potentially dilutive shares

Series H Convertible Preferred Stock

Series I Convertible Preferred Stock

Total potentially antidilutive shares

2024 values reflect the

reverse split values.

Stock-based Payments

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Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant

segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable

segment’s profit or loss and assets that are currently required annually.

The ASU does not change how a public entity identifies its

operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments.

The new disclosure requirements

are also applicable to entities that account and report as a single operating segment entity.

ASU 2023-07 is effective for fiscal years

beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The Company adopted

the guidance for the annual reporting period ended December 31, 2024.

There was no impact on the Company’s reportable segments

identified and additional required disclosures have been included in Note 12, Segment Reporting.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which requires public entities

to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

evaluating the impact related to the adoption of ASU 2023-09 on their consolidated financial statement disclosures.

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the

notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement

of operations.

The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods

beginning after December 15, 2027, with early adoption permitted.

The requirements will be applied prospectively with the option for

retrospective application.

The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on their consolidated

financial statement disclosures.

3 – Going Concern

Effective January 1, 2025, the Company adopted

ASU 2023-09, Improvements to Income Tax Disclosures, which expanded income tax disclosure requirements, including disaggregation of pretax

income (loss) and income tax expense (benefit) by jurisdiction and disclosure of income taxes paid (net of refunds received).

adopted the standard on January 1, 2025 on a retrospective basis.

Accordingly, the tax rate reconciliation and income taxes paid disclosures

for the year ended December 31, 2024 has been recast to conform to the current year’s presentation.

The adoption affected disclosures

only and did not impact the Company’s financial position, results of operations, or cash flows.

In November 2024, the Financial Accounting Standards

Board issued ASU 2024-03, “Disaggregation of Income Statement Expenses”, which requires enhanced disclosures of specified

natural expense categories included within relevant income statement captions.

The standard is intended to improve transparency by requiring

disaggregation of expenses such as employee compensation, depreciation, and amortization in tabular format within the notes to the financial

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods thereafter.

Early adoption is permitted.

The Company expects that adoption will primarily impact the presentation and disclosure of expenses and is

currently evaluating the effect of this guidance on its disclosures.

3 – Liquidity and Capital Resources

Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements

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 total net loss attributable to common 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 .

Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred

Stock in public and private placements.

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 total net loss attributable to common stockholders of $ 14,984,446 for

the year ended December 31, 2025.

As of December 31, 2025, the Company had working capital of $ 11,048,516 and stockholders’ equity

of $ 21,751,675 including an accumulated deficit of $ 144,122,733 .

Since its inception, the Company has met its liquidity requirements principally

through the sale of its Common Stock and Preferred Stock in public and private placements.

During the year ended December 31, 2025 the Company

raised $ 6,390,578 , net of offerings costs of $ 609,578 , through the private placement of the Company’s Series H Preferred Stock and

warrants to purchase shares of the Company’s Common Stock.

Additionally, the Company collected net proceeds of $ 11,719,707 from

shareholders exercising Common Stock warrants.

the year ended December 31, 2024, the Company raised $ 12,487,399 , net of offerings costs of $ 1,512,601 , through the private placement

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Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that

the Company’s current financial resources as of the date of the issuance of these Consolidated Financial Statements are

sufficient to fund its current operating budget and contractual obligations as of December 31, 2024 as they fall due within the next

twelve-month period from the date of the issuance of these financial statements, alleviating any substantial doubt raised by the Company’s

historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these consolidated financial

the Company’s current financial resources as of the date of the issuance of these Consolidated Financial Statements are sufficient

to fund its current operating budget and contractual obligations as of December 31, 2025 as they fall due within the next twelve-month

period from the date of the issuance of these financial statements, alleviating any substantial doubt raised by the Company’s historical

operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these consolidated financial statements.

4 – Trade and Other Payables

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Stock Incentive Plan

2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (the “2016

The 2016 Plan provided for the issuance of up to 50,000,000 shares of the Company’s Common Stock.

As of December

31, 2024, no options were outstanding and no shares of Common Stock remain available for issuance under the 2016 Plan.

Pursuant to the

Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment

to Amended and Restated 2016 Stock Incentive Plan (the pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016

Incentive Plan together with the 2016 Plan, the “MyMD Florida Incentive Plan”), assuming all of pre-Merger MyMD Florida’s

rights and obligations with respect to the options issued thereunder (except that the term of each options was amended to expire on the

second-year anniversary of the effective time of closing).

All such options expired on April 16, 2023.

Stock Incentive Plan

August 7, 2017, the stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

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Stock Incentive Plan

April 15, 2021, the stockholders approved, and the Company adopted the 2021 Stock Incentive Plan, as amended, (“2021 Plan”).

The 2021 Plan provides for the issuance of up to 2,500,000 shares of the Company’s Common Stock.

As of December 31, 2024, grants

of RSUs and stock options to purchase 109,983 shares of Common Stock have been issued pursuant to the 2021 Plan, and 2,390,017 shares

April 15, 2021, the stockholders approved, and the Company adopted the 2021 Stock Incentive Plan, as amended, (“2021

The 2021 Plan provides for the issuance of up to 250,000,000 shares

of the Company’s Common Stock.

As of December 31, 2025, grants of RSUs and stock options to purchase 33,583,400 shares

of Common Stock have been issued pursuant to the 2021 Plan, and 106,416,600 shares

of Common Stock remain available for issuance.

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Exercisable as of December 31, 2025

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock

price of $ 1.15

for the Company’s Common Stock on December 31, 2024 and the closing stock price of $ 7.77

for the Company’s Common Stock on December 31, 2023.

April 4, 2023, the Company issued 25,000

options to a key employee.

These shares had a

grant date fair value of $ 39.00

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 46.50

per share, volatility of 122.12 %,

discount rate of 3.39 %

and a five -year

1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the second anniversary

of the grant.

The 1/3rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd is

amortized over 24 month vesting.

June 7, 2023, the Company issued 66,503

options to the directors and key employees.

shares had a grant date fair value of $ 47.10

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 49.00

per share, volatility of 115.94 %,

discount rate of 3.79 %

and a ten -year

1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the second anniversary

of the grant.

The 1/3 rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd

is amortized over 24 month vesting.

July 19, 2023, the Company issued 1,667

options to a consultant for services.

had a grant date fair value of $ 29.18

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 34.80

per share, volatility of 120.30 %,

discount rate of 3.98 %

and a five -year

The options vested on the grant date.

The fair-market value of the options was recorded immediately for services previously

September 6, 2023, the Company issued 33,334

options to a key employee.

These shares had a

grant date fair value of $ 23.10

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 24.30

per share, volatility of 117.90 %,

discount rate of 4.44 %

and a ten -year

The options will vest upon the achievement of specific performance goals.

The fair-market value of the options will be recognized

in the period the vesting event is achieved.

As of December 31, 2023, none of the vesting events have occurred.

September 6, 2023, the Company issued 3,334

options to a key employee.

These shares had a

grant date fair value of $ 23.10

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 24.30

per share, volatility of 117.90 %,

discount rate of 4.44 %

and a ten -year

½ of the options vested on the grant date, ½ vest on the first anniversary of the grant.

The fair-market value

of the vested options was amortized upon the issuance of the grant and the remaining options will be amortized over the 12-month vesting

the years ended December 31, 2024 and 2023, the Company recognized stock option expenses totaling $ 1,057,271 and $ 3,049,537 , respectively.

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price

for the Company’s Common Stock on December 31, 2025 and the closing stock price of $ 0.0115 for

the Company’s Common Stock on December 31, 2024.

the years ended December 31, 2025 and 2024, the Company recognized stock option expenses totaling $ 810,505

and $ 1,057,271 ,

respectively.

unamortized stock option expenses as of December 31, 2025 and 2024 totaled $ 0 and $ 148,583 respectively.

the year ended December 31, 2023, the Company converted 261 vested RSUs issued in March 2019 and 7,600 vested RSUs issued in September

2020 to members of the Board of Directors into 7,861 shares of Common Stock of the Company.

Expenses related to these RSUs had been recognized

by pre-merger Akers Biosciences, Inc in 2021 and prior years.

October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 932 Restricted Stock Units to the

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Each RSU had a grant date fair value of $ 24,270 which will be amortized upon vesting

into administrative expenses within the Consolidated Statement of Comprehensive Loss.

into administrative expenses within the Consolidated Statement of Operations.

Such RSUs were granted under the 2021 Plan.

of each RSU is:

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten

(10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least

ten (10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

value of the Common Stock equals or exceeds $1.5 during such trading day period.

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten

(10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least

ten (10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

value of the Common Stock equals or exceeds $1.5 during such trading day period.

5 unchanged sentences

upon the occurrence of such event.

of December 31, 2024, none of the vesting milestones have been met.

the year ended December 31, 2024 the Company converted 908 vested RSUs issued in September 2020 to a member of the Board of Directors,

convertible into 908 shares of Common Stock of the Company.

Expenses related to these RSUs had been recognized by pre-merger Akers Biosciences,

in 2021 and prior years.

of December 31, 2025, none of the vesting milestones have been met and none of the shares remain outstanding.

following is the status of outstanding unvested restricted stock units outstanding as of December 31, 2024 and the changes for the year

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Balance at December 31, 2025

of December 31, 2024 and 2023, the unamortized value of the RSUs was $ 9,789,061 and $ 21,600,300 , respectively.

of December 31, 2025 and 2024, the unamortized fair value of the RSUs was $ 1,417,566

and $ 9,789,061 ,

respectively.

Capital Stock

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to increase the number of authorized shares of Series G Preferred Stock from 8,950 to 12,826,273 .

of December 31, 2024, the Company’s authorized capital stock consisted of 300,000,000 shares, of which 250,000,000 are shares of

Common Stock, and 50,000,000 are shares of preferred stock, $ 0.001 par value per share, 1,990,000 of which have been designated as Series

C Convertible Preferred Stock (the “Series C Preferred Stock”), 211,353 of which have been designated as Series D Convertible

Preferred Stock (the “Series D Preferred Stock”), 100,000 of which have been designated as Series E Junior Participating

Preferred Stock, 15,000 of which have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock”)

5,050 of which have been designated as Series F-1 Convertible Preferred Stock and 12,826,273 of which have been designated as Series

G Preferred Stock.

As of December 31, 2024 and December 31, 2023, there were 3,363,603 and 2,018,857 shares of Common Stock issued and

outstanding, respectively.

There were 72,992 shares of Series D Preferred Stock issued and outstanding and warrants to purchase Series

C Preferred Stock convertible into 918 shares of Common Stock issued and outstanding as of December 31, 2024 and December 31, 2023.

were 4,211 and 6,633 shares of Series F Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were 4,747 and 0 shares of Series F-1 Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were 8,884 and 0 shares of Series G Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were no shares of Series C Convertible Preferred Stock or Series E Junior Participating Preferred Stock issued and outstanding

as of December 31, 2024 and December 31, 2023.

At the Company’s annual meeting of stockholders, held on June 3,

2025, which was reconvened from May 20, 2025, the Company’s stockholders approved an amendment to the Company’s Certificate

of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of Common Stock from 250,000,000

shares to 1,250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock.

the 2025 annual meeting, on June 6, 2025, the Company filed the Share Increase Amendment with the Secretary of State.

of December 31, 2025, the Company’s authorized capital stock consisted of 1,300,000,000

shares, of which 1,250,000,000 are

shares of Common Stock, and 50,000,000

are shares of preferred stock, $ 0.001

par value per share, 1,990,000

of which have been designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), 211,353

of which have been designated as Series D Convertible Preferred Stock (the “Series D Preferred Stock”), 100,000

of which have been designated as Series E Junior Participating Preferred Stock, 15,000

of which have been designated as Series F Preferred Shares, 5,050

of which have been designated as Series F-1 Convertible Preferred Stock, 12,826,273

of which have been designated as Series G Preferred Stock, 7,000 of which have been designated as Series H Preferred Stock, and 747,362 of which have been

designated as Series I Preferred Stock.

of December 31, 2025 and December 31, 2024, there were 7,690,403

shares of Common Stock issued and outstanding, respectively.

There were 72,992

shares and 72,992 shares of Series D Preferred Stock issued

and outstanding as of December 31, 2025 and December 31, 2024, respectively.

There were 0 and 4,211

Series F Preferred Shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

There were 0 and 4,747

shares of Series F-1 Preferred Stock issued and outstanding

as of December 31, 2025 and December 31, 2024, respectively.

There were 8,802

and 8,884 shares of Series G Preferred Stock issued

and outstanding as of December 31, 2025 and December 31, 2024, respectively.

There were 3,115 and 0 shares of Series H Preferred Stock

issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

There were no shares of Series I Preferred

Stock issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.

There were no

shares of Series C Convertible Preferred Stock or Series E

Junior Participating Preferred Stock issued and outstanding as of December 31, 2025 and December 31, 2024.

holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each

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D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system.

Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “TNFA”.

Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “QCLS”.

to Deliver Conversion Shares

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F Convertible Preferred Stock

following are the principal terms of the Series F Preferred Stock:

holders of the Series F Preferred Stock are entitled to dividends of 10.0 % per annum, compounded monthly, which are payable in cash

or shares of Common Stock at the Company’s option, in accordance with the terms of the certificate of designation of the Series

F Preferred Stock (the “Series F Certificate of Designation”).

Upon the occurrence and during the continuance of a Triggering

Event (as defined in the Series F Certificate of Designation), shares of Series F Preferred Stock will accrue dividends at the rate of 15.0 %

Upon conversion or redemption, the holders of shares of Series F Preferred Stock are also entitled to receive a dividend make-whole

as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the

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

The Series F Certificate of Designation further provides that the holders of record of the Series F Preferred Stock, exclusively and

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

To the extent that under

the DGCL the vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required

to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred

Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting

at which a quorum is presented or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute

the approval of such action by both the class or the series, as applicable.

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

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

Stock equal to the greater of (A) 125% of the stated value of such share of Series F 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 F 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 F Preferred Stock with respect to the preferences

as to payments upon the liquidation.

Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date.

Holders shall effect conversions by providing us with the form of conversion notice (the “Series F Notice of Conversion”)

specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent

to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

holder delivers by email such Series F Notice of Conversion to us.

on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $6.765 (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 has exceeded $3,000,000

per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied

(the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below)

to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s

shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”).

If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including

the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

Ownership Limitation

Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99%

or 9.99% at the election of the holder of the outstanding Common Stock.

However, any holder may increase or decrease such percentage

to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective

until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

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 (the “Series F Preferred Shares”)

with a stated value of $ 1,000 per share, initially convertible into up to 6,652,300 shares of the Company’s Common Stock at an initial

conversion price of $ 2.255 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”).

The Series F Preferred Shares became convertible upon issuance into Common

Stock (the “Series F Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 2.255 .

The Series F 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 Conversion Price (subject to certain exceptions).

the Company’s one-for-thirty reverse stock split of its Common Stock in February 2024 (the “2024 Reverse Stock Split”),

the conversion price of the Series F Preferred Shares was adjusted to $ 318.00 per share pursuant to the terms of the Certificate of Designations

of Series F Convertible Preferred Stock, 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 and which was amended and restated by the filing of

the Second and Amended Certificate of Designations of Series F Convertible Preferred Stock, effective September 3, 2025 (as amended and

restated, the “Series F Certificate of Designations”).

In connection with the Private Placements (as defined herein), (i)

the conversion price of the Series F Preferred Shares was further adjusted to $ 181.60 per share pursuant to the full ratchet anti-dilution

provisions contained in the Series F Certificate of Designations.

On April 17, 2025, in connection with the issuance of stock options

to certain officers of the Company and pursuant to the full ratchet anti-dilution provisions contained in the Series F Certificate of

Designations the Series F Conversion Price was adjusted to $ 18.32 per share.

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 Series F Conversion Price was reduced to $ 3.3713 per share.

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 $660.00 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 .