Q/C TECHNOLOGIES, INC. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Our 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”) 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 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 officer as appropriate to allow timely decisions regarding required disclosure. Internal Control over Financial Reporting Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management and board of directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Management evaluated the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management concluded that our internal control over financial reporting was effective as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s report in this Annual Report on Form 10-K. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting. 34 Item 9B. Other Information. Employment Agreement On April 13, 2026, the Company entered into an executive compensation agreement (the “Employment Agreement”) with Joshua Silverman, who serves as the Company’s Executive Chairman, setting forth the terms and conditions of Mr. Silverman’s continued employment as a member of the Company’s Board of Directors and as the Company’s Executive Chairman. The Employment Agreement has a three-year initial term commencing on April 13, 2026 (the “Effective Date”), which term automatically renews each year for successive one-year terms, unless earlier terminated by either party in accordance with the terms of the Employment Agreement. The Employment Agreement provides that Mr. Silverman 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. Silverman 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 plan. 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 with Mr. 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”). If Mr. 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 to: (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. If Mr. 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: (i) 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. 10b5-1 Trading Arrangements During 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 35 PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Item 11. Executive Compensation. 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. Item 12. 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. Item 13. 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. Item 14. 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. 36 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements See Index to Consolidated Financial Statements. (2) Financial Statements Schedule None. Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto. (3) Exhibits See “Index to Exhibits” for a description of our exhibits. 37 INDEX TO EXHIBITS Exhibit Number Exhibit Description 3.1 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). 3.1.1 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). 3.1.2 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 July 26, 2024). 3.1.3 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 July 26, 2024). 3.1.4 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). 3.1.5 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). 3.1.6 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). 3.2 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). 3.2.1 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). 3.3 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). 3.3.1 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) 3.4 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). 3.4.1 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). 3.4.2 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). 3.4.3 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). 3.4.4 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). 38 3.4.5 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). 3.5 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). 3.6.1 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). 3.6.2 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). 3.6.3 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). 3.7 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). 3.7.1 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 June 17, 2024). 3.7.2 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 June 24, 2024). 3.7.3 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). 3.8 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). 3.9 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). 3.9.1 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). 4.1+ Description of Securities. 4.2 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). 4.3 Form of Investor Warrant. of Akers Biosciences, Inc. (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020). 39 4.4 Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022). 4.5 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 February 21, 2023). 4.5.1 Form of Amendment to Series F Warrant, dated March 14, 2024, by and between TNF Pharmaceuticals, Inc. and the investors party thereto. (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024). 4.6 Form of Series G Long-Term 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 May 21, 2024). 4.6.1 Form of Amendment to Series G Long-Term Warrant (incorporated herein by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024). 4.7 Form of Series G Short-Term Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024). 4.7.1 Form of Amendment to Series G Short Term Warrant (incorporated herein by reference to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024). 4.8 Form of Series F-1 Long-Term Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024). 4.8.1 Form of Amendment to Series F-1 Long-Term Warrant (incorporated herein by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024). 4.9 Form of Series F-1 Short-Term Warrant (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024). 4.9.1 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). 4.10 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) 4.11 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). 4.12 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) 10.1# 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). 10.2# 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). 40 10.3 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). 10.4# 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). 10.5# 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). 10.5.1# First 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). 10.5.2# 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). 10.6# Form of Nonqualified Stock Option 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 April 22, 2021). 10.7# Form of Incentive Stock Option Agreement (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 April 22, 2021). 10.8# 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). 10.9# MyMD Pharmaceuticals (Florida) Inc. Second Amendment to Amended and Restated 2016 Stock Incentive Plan, dated July 1, 2019 (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021). 10.10 Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings II, LLC and Supera Pharmaceuticals, Inc. (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). 10.11 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). 10.12 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). 10.13 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). 10.14 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). 10.15 Form of Series G 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 May 21, 2024). 10.16 Form of Series F-1 Purchase 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 May 21, 2024). 41 10.17 Form of Series G Registration Rights 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 May 21, 2024). 10.18 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). 10.19 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). 10.20 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). 10.21 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). 10.22 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) 10.23 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). 10.24 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). 10.25 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). 10.26 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). 10.27 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). 10.28 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). 10.29 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). 10.30 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). 42 10.31 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). 10.32 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) 10.33 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). 10.34+ Executive Compensation Agreement, dated as of April 13, 2026, by and between the Company and Joshua Silverman. 19.1 TNF Pharmaceuticals, Inc. 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). 21.1+ List of Subsidiaries of Q/C Technologies, Inc. 23.1+ Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm. 23.2+ Consent of Stephano Slack LLC, Independent Registered Public Accounting Firm. 23.3+ Consent of Grassi & Co., CPAs, P.C., Independent Registered Public Accounting Firm. 31.1+ Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2+ Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 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). 101 Interactive Data Files of Financial Statements and Notes. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Filed herewith * Furnished herewith. # Management contract or compensatory plan or arrangement. ** The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Item 16. Form 10-K Summary Not applicable. 43 SIGNATURES In 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. Q/C TECHNOLOGIES, INC. Date: April 15, 2026 By: /s/ Joshua Silverman Name: Joshua Silverman Title: Executive Chairman (Principal Executive Officer) Pursuant 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. Signature Title Date /s/ Joshua Silverman Executive Chairman of the Board (Principal Executive Officer) April 15, 2026 Joshua Silverman /s/ Ian Rhodes Interim Chief Financial Officer April 15, 2026 Ian Rhodes (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. Schreiber Director April 15, 2026 Christopher C. Schreiber /s/ Chelsea Voss Director April 15, 2026 Chelsea Voss /s/ Bill J. White Director April 15, 2026 Bill J. White /s/ Bruce Bernstein Director April 15, 2026 Bruce Bernstein 44 Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No: 606 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID No: 0 3523 ) F-6 Consolidated Balance Sheets F-10 Consolidated Statements of Operations F-11 Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity F-12 Consolidated Statements of Cash Flows F-13 Notes to Consolidated Financial Statements F-14 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Q/C Technologies, Inc. and Subsidiaries Opinion on the Financial Statements We 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). In 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. We 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The 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. Goodwill Impairment Assessment Critical Audit Matter Description As 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. The 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. F- 2 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s goodwill impairment assessment included the following, among others: a) We gained an understanding of management’s impairment testing. b) We evaluated management’s qualitative assessment of whether events or changes in circumstances indicated potential impairment of goodwill. c) We 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. d) We tested the key data and inputs used in the valuation report e) We assessed the sufficiency of the Company’s disclosure of its goodwill impairment analysis included in Note 2. Accounting for Mezzanine Equity Instruments and Associated Fair Value Estimates Critical Audit Matter Description As disclosed in Note 6, the Company has various classes of Convertible Preferred Stock that are all classified as mezzanine equity. Certain transactions throughout the year required the Company to estimate the fair value of these instruments in order to properly account for them. 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. The 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s mezzanine equity instrument fair value estimates included the following, among others: a) We read and reviewed the relevant agreements to evaluate the Company’s classification of the instruments as mezzanine equity recorded at fair value. b) We vouched the issuance and conversions of the mezzanine equity instruments to source documentation to validate existence of the transactions. c) We evaluated the methodologies used to determine the fair value of the mezzanine equity instruments. d) We obtained the valuation reports prepared by the third-party specialist engaged by management. e) We assessed the qualifications and competence of management and the qualifications, competence and objectivity of the third-party specialist. f) We 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. g) 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. h) We assessed the sufficiency of Company’s disclosure of its accounting for these transactions included in Note 6. F- 3 Derivative Liability Fair Value Estimate Critical Audit Matter Description As 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. The 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s derivative liability fair value estimate included the following, among others: a) We 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. b) We vouched the stock and warrant issuance to source documentation to validate existence of the transaction. c) We evaluated the methodologies used to determine the fair value of the derivative liability. d) We obtained the valuation report prepared by the third-party specialist engaged by management. e) We assessed the qualifications and competence of management and the qualifications, competence and objectivity of the third-party specialist. f) We tested the key data noted above used within the discounted cash flow model to estimate the fair value of the derivative liability. g) We involved an internal valuation specialist who assisted in the evaluation and testing performed of the reasonableness of significant methods and assumptions to the model. h) We assessed the sufficiency of Company’s disclosure of its accounting for these transactions included in Note 6. Acquisition of LPU Holdings LLC Critical Audit Matter Description The 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. F- 4 The 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s acquisition of LPU included the following, among others: a) We evaluated whether the acquisition met the definition of an asset purchase under ASC 805, including the identified accounting acquirer, acquiree, and acquisition date. b) We read and reviewed the relevant agreements including the valuation report. c) We vouched the cash and stock tendered to source documentation to validate purchase price. d) We 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. e) We assessed the qualifications and competence of management and the qualifications, competence and objectivity of the third-party specialist. f) We tested the data used within the discounted cash flow models to estimate the fair values of the intangible asset and contingent consideration payable. g) 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. h) We assessed the sufficiency of Company’s disclosure of its accounting for this acquisition included in Note 11. Grassi & Co., CPAs, P.C. We have served as the Company’s auditor since 2026. Glastonbury, Connecticut April 15, 2026 F- 5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Q/C Technologies, Inc. (formerly TNF Pharmaceuticals. Inc.) and Subsidiaries Opinion on the Consolidated Financial Statements We 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. (formerly 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. We 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. 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 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. Basis for Opinion 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 reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the 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. F- 6 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period 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 they relate. Valuation of preferred stock and bifurcated embedded derivative As 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”). 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. As 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”). 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. As 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. Management applies considerable judgment in selecting assumptions used to estimate the fair value of Preferred Stock and 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 Preferred Stock and 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. Given the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management’s valuation of the Preferred Stock and 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. F- 7 Addressing 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: ● With 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 differences. We developed our estimate by evaluating the observable and unobservable inputs used by management or developing independent inputs. ● With 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 calculations of fair value of Preferred Stock and Embedded Derivative liabilities. ● For the re-measurement at December 31, 2024, we evaluated management’s ability to accurately estimate fair value by comparing management’s fair value re-measurements at quarterly reporting dates during 2024 to their fair value re-measurement at December 31, 2024. Goodwill - Assessment of Impairment As of December 31, 2024, 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 operates as a single reporting unit and performed its annual impairment test as of December 31, 2024, using both qualitative and quantitative approaches. The Company’s assessment included consideration of a third-party valuation and a recent equity financing transaction. The results of these analyses, along with various mitigating factors, were evaluated to determine if goodwill impairment was necessary. The principal considerations for our determination that performing procedures relating to the impairment assessment for goodwill is a critical audit matter is the significant judgment by management in making the qualitative and quantitative assessment of whether goodwill was impaired. This in turn led to significant auditor judgment in assessing whether the fair value of the reporting unit exceeded its carrying amount, particularly given the pre-revenue status of the Company, its reliance on ongoing research and development activities, and its low market capitalization relative to book value. Addressing 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: ● Gaining an understanding of management’s impairment testing process and verifying that the Company operates as a single reporting unit. ● Evaluation of management’s qualitative assessment of whether events or changes in circumstances indicate potential of goodwill. ● Reviewing the third-party valuation report and other key documents used by management to assess the fair value of the reporting unit. ● Evaluating the recent equity financing transaction, including the investor composition and terms, and assessing its relevance in determining the fair value of the reporting unit. Going Concern Assessment As 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, 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. F- 8 The 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. Addressing 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: ● Evaluation 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. Investment in Oravax, Inc. - Assessment of Impairment As 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, 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. In making such a determination, management prepared a detailed qualitative analysis considering various impairment indicators. Management used significant judgment in their qualitative assessment. The 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. Addressing 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: ● Analyzing 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. ● Reviewing management’s assessment of events or changes in circumstances for reasonableness. ● Evaluating 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 value. /s/ Stephano Slack LLC We have served as the Company’s auditor from 2024 to 2025. Wayne, Pennsylvania April 11, 2025 F- 9 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2025 and 2024 December 31, 2025 December 31, 2024 As of December 31, 2025 December 31, 2024 ASSETS Current Assets Cash and Cash Equivalents $ 986,996 $ 173,154 Marketable Securities 14,801,267 8,345,082 Deposits and Other Receivables 18,200 - Prepaid Expenses 774,095 893,730 Total Current Assets 16,580,558 9,411,966 Non-Current Assets Operating Lease Right-of-Use Assets - 10,579 Intangible Assets 14,086,999 - Goodwill 10,498,539 10,498,539 Investment in Oravax, Inc. - 1,500,000 Total Non-Current Assets 24,585,538 12,009,118 Total Assets $ 41,166,096 $ 21,421,084 LIABILITIES Current Liabilities Trade and Other Payables $ 2,445,346 $ 2,902,104 Due to MyMD Florida Shareholders 29,982 29,982 Operating Lease Liability - 10,579 Derivative Liabilities 2,157,000 1,303,000 Dividends Payable 365,970 2,455,675 License Fee Payable 533,744 - Total Current Liabilities 5,532,042 6,701,340 Non-Current Liabilities Contingent Consideration Payable 10,909,000 - Total Non-Current Liabilities 10,909,000 - Total Liabilities $ 16,441,042 $ 6,701,340 Commitments and Contingencies – Note 8 - - Mezzanine Equity Series F Convertible Preferred Stock, 15,000 shares designated, $ 0.001 par value per share and a stated value of $ 1,000 per share, 0 and 4,211 shares issued and outstanding as of December 31, 2025 and December 31, 2024. - 4,930,004 Series F-1 Convertible Preferred Stock, 5,050 shares designated, $ 0.001 par value per share and a stated value of $ 1,100 per share, 0 and 4,747 shares issued and outstanding as of December 31, 2025 and December 31, 2024. - 4,744,101 Series F-1 Convertible Preferred Stock – Discount - ( 4,744,101 ) 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 and 8,884 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 8,802,000 8,884,000 Series G Convertible Preferred Stock – Discount ( 6,938,000 ) ( 8,884,000 ) 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 3,115,000 - Series H Convertible Preferred Stock - Discount ( 168,621 ) - Convertible preferred stock – discount ( 168,621 ) - 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 2,973,379 4,930,004 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 and 72,992 shares issued and outstanding as of December 31, 2025 and December 31, 2024 144,524 144,524 Preferred stock, value 144,524 144,524 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 184,502 3,364 Additional Paid in Capital 165,545,382 138,780,138 Accumulated Deficit ( 144,122,733 ) ( 129,138,286 ) Total Stockholders’ Equity 21,751,675 9,789,740 Total Liabilities and Stockholders’ Equity $ 41,166,096 $ 21,421,084 The accompanying notes are an integral part of these consolidated financial statements F- 10 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Consolidated Statements of Operations 2025 2024 For the Years Ended December 31, 2025 2024 Product Revenue $ - $ - Product Cost of Sales - - Gross Income - - Administrative Expenses 3,736,525 4,161,907 Research and Development Expenses 3,471,841 3,441,010 Stock Based Compensation 2,174,524 1,057,271 Franchise Tax Expense 200,050 - Series F-1 Warrant Issuance Expenses - 539,097 Series G Warrant Issuance Expenses - 969,505 Series H Warrant Issuance Expenses 264,417 - Loss from Operations ( 9,847,357 ) ( 10,168,790 ) Other (Income) Expenses Interest and Dividend Income ( 225,388 ) ( 351,809 ) Gain on Sales of Marketable Securities ( 2,176 ) ( 976 ) Unrealized Gain on Marketable Securities ( 38,671 ) ( 671 ) Impairment on Equity Investment 1,500,000 - Change in fair value of Derivatives Liabilities ( 983,000 ) 388,000 Change in fair value of Contingent Consideration 1,529,000 Change in fair value of Warrant Liabilities - 4,410,000 Loss on issuance of Series F-1 Convertible Preferred Stock - 3,737,000 Loss on issuance of Series G Convertible Preferred Stock - 5,109,000 Casualty Loss/(Gain) - ( 100,000 ) Total Other (Income) Expenses 1,779,765 13,190,544 Loss Before Income Taxes ( 11,627,122 ) ( 23,359,334 ) Income Taxes - - Net Loss $ ( 11,627,122 ) $ ( 23,359,334 ) Preferred Stock Dividends 3,357,324 3,801,885 Net Loss Attributable to Common Stockholders $ ( 14,984,446 ) $ ( 27,161,219 ) Basic and Dilutive net loss per common share $ ( 8.66 ) $ ( 1,080.87 ) Weighted average basic and diluted common shares outstanding 1,729,946 25,129 The accompanying notes are an integral part to these consolidated financial statements. F- 11 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Consolidated Statement of Changes in Mezzanine Equity and Stockholders’ Equity For the Years Ended December 31, 2025 and 2024 Shares Series F Shares Series F-1 Shares Series G Shares Series H Shares Series I Shares Series D Shares Value $0.001 In Capital Deficit Equity Series F Convertible Series F-1 Convertible Series G Convertible Series H Convertible Series I Convertible Series D Convertible Common Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Par Additional Paid Accumulated Total Shares Series F Shares Series F-1 Shares Series G Shares Series H Shares Series I Shares Series D Shares Value $0.001 In Capital Deficit Equity Balance at December 31, 2024 4,211 $ 4,930,004 4,747 $ - 8,884 $ - - $ - - $ - 72,992 $ 144,524 33,637 $ 3,364 $ 138,780,138 $ ( 129,138,286 ) 9,789,740 True-up for par value related to reverse stock split - - - - - - - - - - - - 760 ( 3,330 ) 3,330 - - Issuance of Series G Convertible Preferred Stock in Lieu of Dividends - - - - 1,864 1,864,000 - - - - - - - - ( 699,318 ) - ( 699,318 ) Issuance of 7,000 shares of Series H Convertible Preferred Stock, net of discount and offering costs of $ 609,578 - - - - - - 7,000 1,109,379 - - - - - - 2,383,920 - 2,383,920 Issuance of 747,362 shares of Series I Convertible Preferred Stock - - - - - - - - 747,362 2,697,977 - - - - - - - Conversion of 1,946 shares of Series G Convertible Preferred Stock - - - - ( 1,946 ) - - - - - - - 205,097 205 205 - - Conversions of Series H Convertible Preferred Stock - - - - - - ( 3,885 ) - - - - - 1,152,374 1,152 1,415,856 - 1,417,008 Conversions of Series I Convertible Preferred Stock - - - - - - - - ( 747,362 ) ( 2,697,977 ) - - 747,364 747 2,697,230 - 2,697,977 Conversion of Series F and F1 Convertible Preferred Stock ( 4,211 ) ( 4,930,004 ) ( 4,747 ) - - - - - - - - - 1,938,178 1,938 12,318,037 - 12,319,975 Issuance of Common Stock for Services Provided - - - - - - - - - - - - 23,027 - 101,295 - 101,295 Issuance of Common Stock as Series H Dividends - - - - - - - - - - - - 113,649 114 383,018 - 383,132 Deemed dividends on final settlement of the Series F Convertible Preferred Stock - - - - - - - - - - - - - - ( 2,930,712 ) - ( 2,930,712 ) Deemed dividends on final settlement of the Series F-1 Convertible Preferred Stock - - - - - - - - - - - - - - ( 634,725 ) - ( 634,725 ) Stock-based Compensation - Issuance of Stock Options and Adjustments - - - - - - - - - - - - - - 823,984 - 823,984 Preferred Stock Dividends - - - - - - - - - - - - - - - ( 3,357,325 ) ( 3,357,325 ) Restricted Stock Units - Shares Vested at Issue - - - - - - - - - - - - - - 1,249,245 - 1,249,245 Common Stock Warrant Exercises - - - - - - - - - - - - 3,476,317 3,476 9,834,068 - 9,837,544 Net Loss - - - - - - - - - - - - - - - ( 11,627,122 ) ( 11,627,122 ) Balance at December 31, 2025 - $ - - $ - 8,802 $ 1,864,000 3,115 $ 1,109,379 - $ - 72,992 $ 144,524 7,690,403 $ 7,690 $ 165,722,193 $ ( 144,122,733 ) $ 21,751,675 Series F Convertible Series F-1 Convertible Series G Convertible Series H Convertible Series I Convertible Series D Convertible Common Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Par Additional Paid Accumulated Total Shares Series F Shares Series F-1 Shares Series G Shares Series H Shares Series I Shares Series D Shares Value $0.001 In Capital Deficit Equity Balance at December 31, 2023 6,633 $ 404,071 - $ - - $ - - $ - - $ - 72,992 $ 144,524 20,189 $ 2,019 $ 114,200,096 $ ( 101,977,067 ) $ 12,369,572 Net loss - - - - - - - - - - - - - - - ( 23,359,334 ) ( 23,359,334 ) Issuance of common stock for vested restricted stock units - - - - - - - - - - - - 9 1 ( 1 ) - - Issuance of common stock for services - - - - - - - - - - - - 2,830 283 599,717 - 600,000 Issuance of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $ 35,252 - - 5,050 - - - - - - - - - - - - - - Issuance of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $ 48,559 - - - - 8,950 - - - - - - - - - - - - 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 ( 1,195 ) ( 73,472 ) - - - - - - - - - - - - - - - Accelerated Conversion of 1,251 shares of Series F Convertible Preferred Stock ( 1,227 ) ( 74,330 ) - - - - - - - - - 7,473 747 292,404 - 293,151 Accelerated Conversion of 303 shares of Series F-1 Convertible Preferred Stock - - ( 303 ) - - - - - - - - 2,628 263 35,437 - 35,700 Conversion of 66 shares of Series G Convertible Preferred Stock - - - - ( 66 ) - - - - - - 508 51 ( 51 ) - - Preferred Stock Dividends - - - - - - - - - - - - - - - ( 3,801,885 ) ( 3,801,885 ) Reclass of warrant liability upon warrant modification for Series F Convertible Preferred Stock - - - - - - - - - - - - - - 7,961,000 7,961,000 Reclass of warrant liability upon warrant modification for Series F-1 Convertible Preferred Stock - - - - - - - - - - - - - - 19,308,000 19,308,000 Modification of Series F Convertible Preferred Stock - 4,673,735 - - - - - - - - - - - - ( 4,673,735 ) ( 4,673,735 ) Stock based compensation - stock options - - - - - - - - - - - - - - 1,057,271 - 1,057,271 Balance at December 31, 2024 4,211 $ 4,930,004 4,747 $ - 8,884 $ - - $ - - $ - 72,992 $ 144,524 33,637 $ 3,364 $ 138,780,138 $ ( 129,138,286 ) $ 9,789,740 The accompanying notes are an integral part of these consolidated financial statements F- 12 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Consolidated Statements of Cash Flows 2025 2024 For the Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 11,627,122 ) $ ( 23,359,334 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on sale of marketable securities ( 2,176 ) ( 976 ) Change in fair value of marketable securities ( 38,671 ) ( 671 ) Change in fair value of derivatives ( 983,000 ) 388,000 Change in fair value of warrants - 4,410,000 Change in fair value of contingent consideration 1,529,000 - Impairment of intangible assets 1,500,000 - Loss on issuance of Series F-1 Convertible Preferred Stock - 3,737,000 Loss on issuance of Series G Convertible Preferred Stock - 5,109,000 Stock based compensation: Options/RSUs issued to directors 1,220,608 476,563 Options/RSUs issued to key employees 104,506 507,390 Options/RSUs issued to non-employees 777,069 73,318 Shares issued for services 72,341 600,000 Change in assets and liabilities Accounts receivables ( 18,200 ) - Prepaid expenses 119,635 ( 504 ) Trade and other payables ( 881,382 ) ( 814,114 ) License fees payable ( 838,227 ) - Operating leases - ( 1,481 ) Deferred compensation payable - ( 100,538 ) Net cash used in operating activities ( 9,065,619 ) ( 8,976,347 ) Cash flows from investing activities: Purchase of technology license ( 2,009,022 ) - Purchases of marketable securities ( 19,062,985 ) ( 12,851,809 ) Proceeds from sale of marketable securities 12,647,647 6,750,480 Net cash (used in investing activities ( 8,424,360 ) ( 6,101,329 ) Cash flows from financing activities Net proceeds from the issuance of Series F Convertible Preferred Stock - - Net proceeds from the issuance of Series F-1 Convertible Preferred Stock - 5,050,000 Net proceeds from the issuance of Series G Convertible Preferred Stock - 8,950,000 Net proceeds from the issuance of Series H Convertible Preferred Stock 6,654,838 - Net proceeds from the exercise of warrants for common stock 11,726,609 - Redemption of Convertible Preferred Stock ( 73,472 ) Dividend on Convertible Preferred Stock ( 77,626 ) ( 1,356,708 ) Premium on Convertible Preferred Stock - - Net cash provided by financing activities 18,303,821 12,569,820 Net increase/(decrease) in cash and cash equivalents 813,842 ( 2,507,856 ) Cash and cash equivalents at beginning of year 173,154 2,681,010 Cash and cash equivalents at end of year $ 986,996 $ 173,154 Supplemental cash flow information Cash paid for: Interest $ - $ - Income Taxes $ - $ - Supplemental Schedule of Non-Cash Financing and Investing Activities Fair value of Series G Convertible Preferred Stock issued in-lieu of dividends $ 1,866,000 $ - Initial fair value of derivative liabilities pursuant to the issuance of Series H Convertible Preferred Stock and Warrants $ 1,837,000 $ - Contingent Consideration Payable for the issuance of Series I Convertible Preferred Stock $ 9,380,000 $ - Initial fair value of the LightSolver technology license $ 12,077,977 $ - Initial fair value of warrant liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants $ - $ 7,933,000 Initial fair value of derivative liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants $ - $ 854,000 Initial fair value of warrant liabilities pursuant to the issuance of Series G Convertible Preferred Stock and Warrants $ - $ 14,059,000 Reclass of warrant liability to equity upon warrant modification for the Series F Warrants $ - $ 7,961,000 Reclass of warrant liability to equity upon warrant modification for the Series F-1 Warrants $ - $ 6,965,000 Reclass of warrant liability to equity upon warrant modification for the Series G Warrants $ - $ 12,343,000 Modification of Series F Convertible Preferred Stock $ - $ 4,673,735 The accompanying notes are an integral part to these consolidated financial statements. F- 13 Q/C TECHNOLOGIES, INC. (formerly known as TNF PHARMACEUTICALS, INC.) AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 – Organization and Description of Business Q/C 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. 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. The 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, 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. In 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. Note 2 – Significant Accounting Policies (a) Basis of Presentation The Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording research and development expenses, impairment of intangible assets and the valuation of share-based payments. (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Consolidated Statements of Operations. F- 14 (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income (loss), comprehensive income (loss) is equal to net income (loss). (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and for the year ended December 31, 2025. 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. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s Common Stock and estimates for the equity volatility and traded volume volatility of the Company’s Common Stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. F- 15 (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2025 and December 31, 2024. Schedule of Marketable Securities Marketable Securities: Valued using quoted prices in active markets for identical assets. Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at December 31, 2025 $ 14,801,267 $ - $ - Marketable securities at December 31, 2024 $ 8,345,081 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. The maturities of the securities are less than one year. As of December 31, 2025 and 2024, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the year ended December 31, 2025 and 2024 were gains of $ 38,671 and $ 671 , respectively. Gains and losses resulting from the sales of marketable securities were gains of $ 2,176 and $ 976 for the years ended December 31, 2025 and 2024, respectively. Proceeds 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 $ 12,851,809 during the years ended December 31, 2025 and 2024, respectively. Fair Value on a Recurring Basis 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 As of December 31, Description Level 2025 2024 Liabilities Warrant Liabilities 3 $ - $ - Derivative Liabilities 3 2,157,000 1,282,000 Contingent Consideration Payable 3 $ 10,909,000 $ - The 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: Summary of Change in Fair Value of Warrant Liabilities As of December 31, Description 2025 2024 Balance on December 31, 2024 and 2023 $ - $ 867,000 Issuance of warrants reported at fair value - 21,992,000 Changes in fair value of warrant liabilities - 4,410,000 Reclassification of warrant liability to equity upon warrant modification - ( 27,269,000 ) Balance on December 31, $ - $ - F- 16 The 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: Summary of Change in Fair Value of Derivative Liabilities As of December 31, Description 2025 2024 Balance on December 31, 2024 and 2023 $ 1,303,000 $ 61,000 Issuance of derivatives reported at fair value 1,837,000 854,000 Changes in fair value of derivative liabilities ( 983,000 ) ( 388,000 ) Balance on December 31, $ 2,157,000 $ 1,303,000 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, Description 2025 2024 Balance on December 31, 2024 and 2023 $ - - Issuance of Contingent Consideration 9,380,000 - Change in the fair value of Contingent Consideration 1,529,000 Balance on December 31, $ 10,909,000 - There were no assets or liabilities measured on a non-recurring basis as of December 31, 2025 or December 31, 2024. (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging .” If liability accounting is required, the Company’s derivative instruments are recorded at fair value at the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date. The 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 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. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Statements of Comprehensive Income (Loss). Modification of warrants The 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. (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. (i) Concentrations 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. (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state, and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms. F- 17 (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“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. It was 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. (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements of Operations. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 - 12 Furniture and fixtures 5 - 10 Computer equipment & software 3 - 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation 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. (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Consolidated Statements of Operations. F- 18 Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of December 31, 2025, the Company has 17 issued U.S. 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. Management intends to protect all other intellectual property (e.g. copyrights, trademarks, and trade secrets) using all legal remedies available to the Company. The 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 Operations. Patent Costs and Trade Secrets Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 - 17 (n) Goodwill Goodwill 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. (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. F- 19 The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (o) Right-of-Use Assets The Company leased a facility in Baltimore, Maryland under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses. The 2021 Baltimore Lease took effect on November 17, 2021, for a term of 12 months with automatic renewals unless sixty-day notice is provided. The initial term expired on November 30, 2022. The lease renewed effective December 1, 2022, for a term of 12 months with automatic renewals unless a sixty-day notice is provided. The 2021 Baltimore Lease was terminated by the lessor on April 30, 2024. The Company leased a facility in Baltimore, Maryland under an operating lease (“2024 Baltimore Lease”) with annual rentals of $ 32,400 plus certain operating expenses. The 2024 Baltimore Lease took effect on May 1, 2024, for a term of 12 months with automatic renewals unless sixty-day notice was provided. On February 26, 2025, the Company provided notice of its intention not to renew the Baltimore Lease, effective April 30, 2025. In accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient, allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The 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: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease As of December 31, 2025 As of December 31, 2024 2024 Baltimore 2024 Baltimore Balance Sheet Location Lease Lease Operating Lease Lease Right of Use $ - $ 10,579 Lease Payable, current - 10,579 Lease Payable - net of current - - The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Total Lease Lease Total For the Years Ended December 31, 2025 For the Years Ended December 31, 2024 2021 Baltimore 2024 Baltimore 2021 Baltimore 2024 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 10,800 $ 10,800 $ 18,672 $ 21,600 $ 40,272 F- 20 Other information as of December 31, 2024 related to leases is presented below: Schedule of Other Lease Information Other Information Lease Lease Lease Total Other Lease Information Platt Street 2021 Baltimore 2024 Baltimore Other Information Lease Lease Lease Total Operating Leases Operating cash used $ - $ 18,672 $ 21,600 $ 40,272 Average remaining lease term - - 4 4 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % As 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 Platt Street 2021 Baltimore 2024 Baltimore Annual Minimum Lease Payments Platt Street 2021 Baltimore 2024 Baltimore Lease Lease Lease Total For Years Ending December 31, 2024 - - - $ - 2025 - - 10,800 10,800 Total future minimum lease payments, undiscounted $ - $ - $ 10,800 $ 10,800 Less: Imputed interest - - 221 221 Present value of future minimum lease payments $ - $ - $ 10,579 $ 10,579 Other information as of December 31, 2025 related to leases is presented below: Operating 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. (q) Revenue Recognition If applicable, the Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. For the years ended December 31, 2025 and 2024, no liability for unrecognized tax benefits was required to be reported. F- 21 There was no income tax benefit recorded for the losses for the years ended December 31, 2025 and 2024 since management determined that the realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2025 and 2024. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. 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. 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. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common stock is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common stock plus dilutive common share equivalents outstanding during the period. Potential common stock that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the years ended December 31, 2025 and 2024, Common Stock equivalents were anti-dilutive. As 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 2025 2024 For the Years Ended December 31, 2025 2024 * Stock Options 11,538 1,216 Unvested Restricted Stock Units 41,452 686 Warrants to purchase Common Stock 5,198,756 224,956 Series C Preferred Convertible Warrants - - Series D Preferred Convertible Stock 13 13 Series F Preferred Convertible Stock - 3,239,231 Series F-1 Convertible Preferred Stock - 3,651,539 Series G Convertible Preferred Stock 2,601,964 4,173,077 Series H Convertible Preferred Stock 586,718 - Series I Convertible Preferred Stock 188,130 - Total potentially antidilutive shares 8,628,571 11,290,718 * 2024 values reflect the reverse split values. (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. F- 22 (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. (v) Recently Issued Accounting Pronouncements 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). The Company 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 statements. 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. Note 3 – Liquidity and Capital Resources The 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 are issued. 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. During the year ended December 31, 2024, the Company raised $ 12,487,399 , net of offerings costs of $ 1,512,601 , through the private placement of the Company’s Series F-1 Preferred Stock and Series G Preferred Stock and warrants to purchase shares of the Company’s Common Stock. The 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, 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. Note 4 – Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables December 31, 2025 December 31, 2024 Accounts Payable – Trade $ 2,072,352 $ 2,515,421 Accrued Expenses 382,994 386,683 Trade and other payables, Total $ 2,455,346 $ 2,902,104 F- 23 Note 5 – Stock-based Payments Equity incentive Plans 2017 Stock Incentive Plan On August 7, 2017, the stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 11,800 shares of the Company’s Common Stock. As of December 31, 2025, grants of restricted stock and options to purchase 1,500 shares of Common Stock have been issued pursuant to the 2017 Plan, and 0 shares of Common Stock remain available for issuance. 2018 Stock Incentive Plan On December 7, 2018, the stockholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 1,867,000 shares of the Company’s Common Stock. As of December 31, 2025, grants of RSUs and restricted stock to purchase 8,900 shares of Common Stock have been issued pursuant to the 2018 Plan, and 9,900 shares of Common Stock remain available for issuance. 2021 Stock Incentive Plan On 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 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. Stock Options The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2025: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2024 603 $ 4,902.19 $ 4,595.20 6.98 $ - Granted 102,250 18.32 6.69 9.89 - Exercised - - - - - Forfeited ( 34 ) 2,430.00 2,310 7.69 - Canceled/Expired ( 2,459 ) 440.04 417.08 9.14 - Balance at December 31, 2025 100,360 36.52 23.42 9.89 $ - Exercisable as of December 31, 2025 100,360 36.52 23.42 9.89 $ - F- 24 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 3.99 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. During the years ended December 31, 2025 and 2024, the Company recognized stock option expenses totaling $ 810,505 and $ 1,057,271 , respectively. The unamortized stock option expenses as of December 31, 2025 and 2024 totaled $ 0 and $ 148,583 respectively. Restricted Stock Units On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 932 Restricted Stock Units to the Company’s six directors and seven key employees. 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 Operations. Such RSUs were granted under the 2021 Plan. Vesting of each RSU is: ● One-third (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. ● One-third (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. ● The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 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 . ● In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event. As of December 31, 2025, none of the vesting milestones have been met and none of the shares remain outstanding. The following is the status of outstanding unvested restricted stock units outstanding as of December 31, 2024 and the changes for the year ended December 31, 2025: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2024 484 $ 24,270.00 Granted 445,094 $ 6.09 Vested ( 232,594 ) - Forfeited ( 167 ) 24,270.00 Canceled/Expired ( 317 ) - Balance at December 31, 2025 212,500 $ 24,270.00 As of December 31, 2025 and 2024, the unamortized fair value of the RSUs was $ 1,417,566 and $ 9,789,061 , respectively. Note 6 – Equity Authorized Capital Stock On July 24, 2024, the Company’s stockholders approved the adoption of the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 1,666,666,600 to 25,000,000,000 (“Authorized Share Increase Amendment”) and to make a corresponding change to the number of authorized shares of capital stock. On July 25, 2024, the Company filed the Authorized Share Increase Amendment with the Secretary of State of Delaware (the “Secretary of State”). On June 17, 2024, the Company filed a Certificate of Amendment to the Series G Certificate of Designations with the Secretary of State to increase the number of authorized shares of Series G Preferred Stock from 8,950 to 12,826,273 . 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. Following the 2025 annual meeting, on June 6, 2025, the Company filed the Share Increase Amendment with the Secretary of State. As 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. As of December 31, 2025 and December 31, 2024, there were 7,690,403 and 33,636 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. Preferred Stock The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each class of preferred shares or warrants, at meetings of the Company. F- 25 Series D Convertible Preferred Stock The following are the principal terms of the Series D Preferred Stock: Rank The Series D Preferred Stock ranks (1) on parity with Common Stock on an “as converted” basis, (2) senior to any series of our capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series of our capital stock hereafter created specifically ranking by its terms on parity with the Series D Preferred Stock, and (4) junior to any series of our capital stock hereafter created specifically ranking by its terms senior to the Series D Preferred Stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntary or involuntary. Conversion Rights A holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock into shares of our Common Stock, determined by dividing the stated value equal to $ 0.01 by the conversion price of $ 0.01 per share. A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions. Dividend Rights In addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends are payable on shares of Series D Preferred Stock. Voting Rights Subject to the Series D Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any meeting of our stockholders (or by written consent of stockholders in lieu of a meeting), each holder, in its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of our Common Stock into which the Series D Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), the holders of Series D Preferred Stock, in their capacity as such, shall vote together with the holders of our Common Stock and any other class or series of stock entitled to vote thereon as a single class. Liquidation Rights Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock are entitled to receive, pari passu with the holders of Common Stock, out of the assets available for distribution to stockholders an amount equal to such amount per share as would have been payable had all shares of Series D Preferred Stock been converted into Common Stock immediately before such liquidation, dissolution or winding up, without giving effect to any limitation on conversion as a result of the Series D Beneficial Ownership Limitation, as described above. Exchange Listing Series D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “QCLS”. Failure to Deliver Conversion Shares If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares. Compensation for Series D Buy-In on Failure to Timely Deliver Shares If we fail to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving upon such conversion or exercise (a “Series D Buy-In”), then we are obligated to (A) pay in cash to such holder (in addition to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements. F- 26 As of December 31, 2025 and December 31, 2024, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 13 underlying shares of the Company’s Common Stock. Series F Convertible Preferred Stock On 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). Following 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. Prior 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 . F- 27 On 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. On 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 applicable. 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. 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. On 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 (the “April 2025 Series F-1 Certificate of Amendment”), (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F Certificate of Designations with the Secretary of State (the “April 2025 Series F Certificate of Amendment”), (iii) the Series F-1 Purchase Agreement, to amend the definition of “Excluded Securities” such that the definition includes the issuance of Common Stock issued after the date of the Series F-1 Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Series F-1 Purchase Agreement), which in the aggregate does not exceed more than 2 % of the shares of Common Stock issued and outstanding as of the date of such issuance (the “Excluded Securities Modification”), and (iv) to amend the term of the Series F-1 Short-Term Warrants to be five years from the date of issuance. In addition, in consideration of the foregoing, the Company agreed to reduce the size of the board of directors of the Company to no more than six directors, no later than the Company’s 2025 annual meeting of stockholders. 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 Shares outstanding to an amount equal to 110 % of the aggregate Stated Value of the Series F Preferred Shares outstanding. The April 2025 Series F Certificate of Amendment was filed with the Secretary of State, effective as of April 8, 2025. On August 19, 2025, the Company entered into an Omnibus Amendment Agreement (“August 2025 Amendment Agreement”) with the Required Holders (as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i) the Series F-1 Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F-1 Certificate of Designations with the Secretary of State (the “August 2025 Series F-1 Certificate of Amendment”), (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F Certificate of Designations with the Secretary of State (the “August 2025 Series F Certificate of Amendment”), and (iii) to amend the term of the Series F Warrants and Series F-1 Warrants such that such warrants have a term expiring on August 15, 2030. In addition, in consideration of the foregoing, the Required Holder is entitled to nominate one director to the board of directors, provided that such nomination shall be approved by the Company’s Nominating and Governance Committee, which approval shall not be unreasonably withheld. F- 28 The August 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective as of June 30, 2025. The August 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective as of June 30, 2025. On September 2, 2025, the Company entered into an Omnibus Amendment Agreement (the “September 2025 Omnibus Amendment”) with the Required Holders (as defined in each of (i) the Series F Certificate of Designations and (ii) the Series F-1 Certificate of Designations) pursuant to which, the Required Holders agreed to (i) amend and restate the Series F Certificate of Designations by filing a Second Amended and Restated Certificate of Designations of the Series F Preferred Stock (the “Second Amended and Restated Series F Certificate of Designations”) with the Secretary of State, and (ii) amend and restate the Series F-1 Certificate of Designations by filing an Amended and Restated Certificate of Designations of the Series F-1 Preferred Stock (the “Amended and Restated Series F-1 Certificate of Designations”) with the Secretary of State. Each of the Second Amended and Restated Series F Certificate of Designations and the Amended and Restated Series F-1 Certificate of Designations (i) extend the maturity date of each of Series F Convertible Preferred Stock and Series F-1 Convertible Preferred Stock to March 2, 2027, and (ii) remove the amortization payments and related terms and covenants. The Series F Preferred Shares are classified in temporary equity as the holder of the Series F Preferred Shares have the right to require the Company to redeem for cash all or any portion of each such holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible trading market for a period of five (5) consecutive trading days. The Series F Preferred Shares are not unconditionally redeemable and are 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. The 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 Operations. 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 the Company’s Common Stock of $ 190.00 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. The 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 Company performed an analysis of the change in fair value of the derivative liabilities pre and post the September 2, 2025 modification and determined the change in fair value to be immaterial. During the years ended December 31, 2025 and 2024, Company recorded gains of $ 0 and $ 61,000 , respectively, related to the changes in the fair value of the derivative liabilities. 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 % . The Series F Preferred Stock were fully converted during the year ended December 31, 2025. The derivative liability had a fair value of $ 0 at time of conversion and there was no impact to equity. The following are the principal terms of the Series F Preferred Shares: Dividends The holders of the Series F Preferred Shares 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 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), Series F Preferred Shares will accrue dividends at the rate of 15.0 % per annum. Upon conversion or redemption, the holders of Series F Preferred Shares are also entitled to receive a dividend make-whole payment. During the years ended December 31, 2025 and 2024, the Company recorded dividends totaling $ 1,328,970 and $ 2,927,113 , respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Operations. F- 29 Series F-1 Preferred Stock On 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 2,781,300 shares of Common Stock at a conversion price of $ 1.816 per share (the “Series F-1 Conversion Shares”), (ii) short-term warrants to acquire up to an aggregate of 2,781,300 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 2,781,300 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”). The Series F-1 Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series F-1 Conversion Price (subject to certain exceptions). 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-1 Conversion Price was adjusted to $ 18.32 per share. In September 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series F-1 Certificate of Designations, the Series F-1 Conversion Price was reduced to $ 3.3713 per share. The Company initially was required to redeem the Series F-1 Preferred Stock in 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”). On 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. F- 30 The April 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to amend the definition of “Excluded Securities” substantially similar to the Excluded Securities Modification. The April 2025 Series F-1 Certificate of Amendment was filed with the Secretary of State of the State of Delaware, effective as of April 8, 2025. On August 19, 2025, the Company entered the August 2025 Amendment Agreement with the Required Holders (as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i) the Series F-1 Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F-1 Certificate of Designations with the Secretary of State, (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the Series F Certificate of Designations with the Secretary of State, and (iii) to amend the term of the Series F Warrants and Series F-1 Warrants such that such warrants have a term expiring on August 15, 2030. In addition, in consideration of the foregoing, the Required Holder is entitled to nominate one director to the board of directors, provided that such nomination shall be approved by the Company’s Nominating and Governance Committee, which approval shall not be unreasonably withheld. The August 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective as of June 30, 2025. The August 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to (A) (i) extend the maturity date to December 31, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective as of June 30, 2025. On September 2, 2025, the Company entered into the September 2025 Omnibus Amendment with the Required Holders (as defined in each of (i) the Series F Certificate of Designations and (ii) the Series F-1 Certificate of Designations) pursuant to which, the Required Holders agreed to (i) amend and restate the Series F Certificate of Designations by filing a Second Amended and Restated Certificate of Designations of the Series F Preferred Stock with the Secretary of State, and (ii) amend and restate the Series F-1 Certificate of Designations by filing an Amended and Restated Certificate of Designations of the Series F-1 Preferred Stock with the Secretary of State. Each of the Second Amended and Restated Series F Certificate of Designations and the Amended and Restated Series F-1 Certificate of Designations (i) extend the maturity date of each of Series F Convertible Preferred Stock and Series F-1 Convertible Preferred Stock to March 2, 2027, and (ii) remove the amortization payments and related terms and covenants. The shares of Series F-1 Preferred Stock are classified as temporary equity as the holders of the Series F-1 Preferred Stock have the right to require the Company to redeem for cash all or any portion of each such holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible trading market for a period of five (5) consecutive trading days. The Series 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. The 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 Series F-1 Warrants of approximately $ 7.9 million was determined utilizing the Black Scholes Model. The aggregate fair value of the Series F-1 Warrants exceeds the aggregate gross proceeds from the transaction as the Series F-1 Warrants were issued below fair market value of the Company’s Common stock. 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. The 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-1 Preferred Shares 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 Company performed an analysis of the change in fair value of the derivative liabilities pre and post the September 2, 2025 modification and determined the change in fair value to be immaterial. During the years ended December 31, 2025 and 2024, the Company recorded a gain of $ 1,303,000 and a loss of $ 449,000 , respectively, related to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Consolidated Statements of Operations. 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 $ 0.0115 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 % . The Series F-1 Preferred Stock were fully converted during the year ended December 31, 2025. The derivative liability had a fair value of $ 0 at time of conversion and there was no impact to equity. The following are the principal terms of the Series F-1 Preferred Stock: Dividends The 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. During the years ended December 31, 2025 and 2024, the Company recorded dividends totaling $ 605,079 and $ 315,410 , respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Operations. F- 31 Series G Preferred Stock On 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 4,928,800 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 4,928,800 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 4,928,800 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”). 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). On April 17, 2025, in connection with the issuance of stock options to certain officers of the Company, (i) the Series G Conversion Price was equal to $ 18.32 per share due to the full ratchet anti-dilution provisions contained in the Series G Certificate of Designations. In August 2025, in connection with the 2025 Reverse Stock Split, and pursuant to the stock combination event adjustment provisions contained in the Series G Certificate of Designations, the Series G Conversion Price was reduced to $ 3.3713 per share. 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. The 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 Stock (the “Series G Certificate of Designations”). Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series G Certificate of Designations), the Series G Preferred Stock will accrue dividends at the rate of 15 % per annum. Upon conversion or redemption, the holders of the Series G Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of the Series G Preferred Shares will be entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series G Preferred Share is entitled to be calculated assuming a conversion price of $ 2.253 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series G Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series G Certificate of Designations. During the years ended December 31, 2025 and 2024, the Company recorded dividends totaling $ 914,377 and $ 559,353 , respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Operations. 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. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series G Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series G Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series G Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series G Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series G Preferred Stock with respect to the preferences as to payments upon liquidation. On 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. The shares Series G Preferred Stock are classified as temporary equity as the holders of the Series G Preferred Stock have the right to require the Company to redeem for cash all or any portion of each such holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible trading market for a period of five (5) consecutive trading days. The Series G Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the holder’s option upon this trading suspension or failure. This would not be considered to be within the Company’s control. The 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 Series G Warrants of approximately $ 14.1 million was determined utilizing the Black Scholes Model. The aggregate fair value of the Series G Warrants exceeds the aggregate gross proceeds from the transaction as the Series G Warrants were issued below fair market value of the Company’s Common stock. The 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 Series G Preferred Stock and is not accreted until redemption becomes probable in accordance with ASC 480-10-S99-3A. Since 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. On 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. During the year ended December 31, 2025, the Company issued 1,864 shares of Series G Preferred Stock with a stated value of $ 1,864,000 in lieu of dividends totaling $ 1,338,829 and a reduction of additional paid-in capital totaling $ 525,171 . During the year ended December 31, 2024, the Company did not issue Series G Preferred Stock in lieu of dividends. F- 32 Series H Preferred Stock On September 2, 2025, the Company entered into a Securities Purchase Agreement (the “Series H Purchase Agreement”) with certain accredited investors (the “Series H Investors”) pursuant to which it agreed to sell to the Series H Investors (i) an aggregate of 7,000 shares of the Company’s newly-designated Series H Preferred Stock, initially convertible into up to 140,000,000 shares of Common Stock at an initial conversion price of $ 0.05 per share (the “Series H Conversion Shares”), and (ii) warrants to acquire up to an aggregate of 140,000,000 shares of Common Stock (the “Series H Warrants”) at an exercise price of $ 0.05 per share (collectively, the “Series H Private Placement”). The closing of the Series H Private Placement occurred on September 4, 2024 (the “Series H Closing Date”). The aggregate gross proceeds from the Private Placement were $ 7,000,000 . The Series H Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series H Conversion Price (subject to certain exceptions). In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the full ratchet anti-dilution provisions contained in the Series H Certificate of Designations, the Series H Conversion Price was reduced to $ 3.3713 per share. The holders of the Series H Preferred Stock are entitled to dividends of 7 % per annum, compounded monthly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations of the Series H Convertible Preferred Stock (the “Series H Certificate of Designations”)), the Series H Preferred Stock will accrue dividends at the rate of 15 % per annum. The holders of the Series H Preferred Stock 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 H Preferred Stock is entitled to be calculated assuming a conversion price of $ 4.83 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series H Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series H Certificate of Designations. During the years ended December 31, 2025 and 2024, the Company recorded dividends totaling $ 182,065 and $ 0 , respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Operations. Except with respect to Pharmacyte, the Series H Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series H Certificate of Designations or Series H Warrants. The shares of Series H 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. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Operations. The Company estimated the $ 1,837,000 fair value of the bifurcated embedded derivative at issuance using a discounted cash flow scenario model, with the following inputs: the fair value of our common stock of $ 3.61 on the issuance date, estimated equity volatility of 100.0 %, the time to maturity of 1.49 years, the redemption premium of 106 %, a market interest rate of 19.51 %, a risk-free rate of 3.61 %, and dividend rate of 7 %. 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. The discount to the fair value is included as a reduction to the carrying value of the Series H Preferred Stock. During the year ended December 31, 2025, the Company recorded a total discount of $ 4,472,000 upon issuance of the Series H Preferred Stock, which was comprised of the issuance date fair value of the associated embedded derivative of $ 1,837,000 , stock issuance costs of $ 425,063 , and amount allocated to the Series H Warrants of $ 2,209,937 . For the year ended December 31, 2025, the Company recorded a gain of $ 739,000 as an adjustment to the fair market value of the derivative liability on the Consolidated Statement of Operations. In accordance with ASC 480-10-S99-3A, the Company is accreting the discount using the effective interest method and $ 383,132 was recorded as a deemed dividend for the year ended December 31, 2025. In connection with the Series H Private Placement, the Company and the Series H Investors entered into that certain Registration Rights Agreement, dated as of September 2, 2025 (the “Series H Registration Rights Agreement,” and, together with the Series H Purchase Agreement, the Series H Certificate of Designations, and the Series H Warrants, the “Transaction Documents”), pursuant to which, the Company agreed to, among other things, prepare and file with the SEC a registration statement (the “Series H Registration Statement”) covering the resale of all of the Registrable Securities (as defined in the Series H Registration Rights Agreement) prior to the applicable Filing Deadline (as defined in the Series H Registration Rights Agreement). On September 30, 2025, the Company entered into an Omnibus Waiver and Amendment (the “September 2025 Amendment”) with the Required Holders (as defined in the Series H Certificate of Designations). Pursuant to the Amendment, the Required Holders agreed (A) to amend (i) the Series H Certificate of Designations, as described below, by filing a Certificate of Amendment (“September 2025 Certificate of Amendment”) to the Series H Certificate of Designations with the Secretary of State, (ii) the Series H Purchase Agreement to amend the definition of “Excluded Securities” such that the definition includes the issuance of Common Stock issued after the date of the Series H Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Series H Purchase Agreement) which in the aggregate does not exceed more than 15.0% of the sum of (x) shares of Common Stock issued and outstanding as of the date of the Series H Purchase Agreement, and (y) the shares of Common Stock issuable upon conversion of certain of the Company’s outstanding shares of preferred stock (the “Excluded Securities Modification”), and (iii) the Series H Registration Rights Agreement such that the Series H Registration Statement is required to be filed with the SEC by the date that is 30 calendar days following the Series H Closing Date and (B) waive (i) any prohibitions or limitations under the Transaction Documents in connection with the issuance by the Company of certain warrants to purchase Common Stock to certain current and future consultants of the Company, (ii) any prohibitions or limitations under the Transaction Documents in connection with the registration of certain securities of the Company, and (iii) any failure by the Company to file the Series H Registration Statement by the Filing Deadline. The September 2025 Certificate of Amendment amends the Series H Certificate of Designations to amend the definition of “Excluded Securities” substantially similar to the Excluded Securities Modification. On October 3, 2025, the Company filed the September 2025 Certificate of Amendment with the Secretary of State, thereby amending the Series H Certificate of Designations. The September 2025 Certificate of Amendment became effective with the Secretary of State upon filing. F- 33 Series I Preferred Stock On September 2, 2025, the Company entered into that certain 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 (the “Acquisition”). As consideration for the Membership Interests, the Company delivered to the Sellers that number of shares of Series I Preferred Stock that is convertible into a number of shares of Common Stock equal to 747,362 , subject to certain conversion limitations as described in the Certificate of Designations for the Series I Convertible Preferred Stock (“Series I Certificate of Designations”), which was filed and became effective with the Secretary of State on September 3, 2025. The shares of Series I Preferred Stock are convertible into shares of Common Stock at the election of the holder at any time at an initial conversion price of $ 0.01 (the “Series I Conversion Price”), provided that, until the receipt of requisite stockholder approval of the Company for the issuance of all Series I Conversion Shares in excess of 19.99% of the issued and outstanding shares of Common Stock of the Company (the “MIPA Stockholder Approval”), the Company may not issue a number of Series I Conversion Shares which, when aggregated with any shares of Common Stock issued on or after the closing date and prior to the applicable conversion date in connection with any conversion of shares of Series I Preferred Stock issued pursuant to the MIPA, would exceed 357,052 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like). The MIPA Stockholder Approval was obtained on November 14, 2025, at a special meeting of stockholders of the Company. The Series I Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The number of Series I Conversion Shares initially may not exceed 456,536 (the “Maximum Issuance”); provided, however, that (A) upon the issuance of Common Stock in connection with any conversions of the Series F Preferred Stock pursuant to the terms of Series F Certificate of Designations, the Series F-1 Preferred Stock pursuant to the terms of the Series F-1 Certificate of Designations, the shares of Series I Preferred Stock pursuant to the terms of the Series I Certificate of Designations (collectively, the Existing Preferred Stock”), and (B) upon the issuance of Common Stock in connection with any exercise, conversion or issuance of any securities exchanged for Existing Preferred Stock after the date of issuance of the Series I Preferred Stock (“Exchanged Securities”), the Maximum Issuance shall be increased to equal the sum of (i) the Maximum Issuance immediately prior to the date of such conversion plus (ii) 0.1999 shares of Common Stock for each share of Common Stock issued upon conversion, exercise or issuance of the applicable Existing Preferred Stock or Exchanged Securities. Holders of Series I Preferred Stock are entitled to receive, and the Company shall pay, dividends as and when paid to the holders of Common Stock of the Company on an as-converted basis, ignoring for such purposes any limitations on conversion hereunder. Subject to applicable beneficial ownership limitations, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of a meeting), each holder of Series I Preferred Stock, in its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the Series I Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series I Preferred Stock beneficially owned by such holder). The Series I Preferred Stock was determined to be more akin to an equity-like host than a debt-like host. There were no embedded derivative features identified requiring bifurcation. The Series I Preferred Stock is classified in mezzanine equity pursuant to ASC 480-10-S99 as it may be settled for cash upon an event outside of the Company’s control. The Series I Preferred Stock was issued as consideration in connection with an asset acquisition (see Note 9) and was thus recognized at its issuance date fair value of $ 2,697,977 . As of December 31, 2025, no shares remain outstanding. Common Stock The holders of Common Stock are entitled to one vote per share at meetings of the Company . During the year ended December 31, 2024, the Company issued 90,800 shares of Common Stock for previously vested restricted stock units. During the year ended December 31, 2024, the Company issued 28,301,900 shares of Common Stock in exchange for services with a fair market value of $ 600,000 . During the year ended December 31, 2024 the Company issued 74,728,300 shares of Common Stock as installment conversions and 0 shares of Common Stock for make-whole adjustments for the Series F Preferred Stock. During the year ended December 31, 2024 the Company issued 26,276,800 shares of Common Stock as installment conversions and 0 shares of Common Stock for make-whole adjustments for the Series F-1 Preferred Stock. During the year ended December 31, 2024 the Company issued 5,076,800 shares of Common Stock for the conversion of the Series G Preferred Stock. During the year ended December 31, 2025, the Company issued 759,400 shares of Common Stock for vested restricted stock units. During the year ended December 31, 2025 the Company issued 20,509,700 shares of Common Stock for the conversion of the Series G Preferred Stock. During the year ended December 31, 2025 the Company issued 115,237,400 shares of Common Stock for the conversion of the Series H Preferred Stock. During the year ended December 31, 2025 the Company issued 1,938,178 shares of Common Stock for the conversion of the Series F and F-1 Preferred Stock. During the year ended December 31, 2025 the Company issued 747,364 shares of Common Stock for the conversion of the Series I Preferred Stock. During the year ended December 31, 2025 the Company issued 23,027 shares of Common Stock in exchange for services provided by contractors. During the year ended December 31, 2025 the Company issued 3,476,317 shares of Common Stock related to the exercise of Common Stock warrants. F- 34 Common Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2025: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2024 332,998 $ 220.05 2.81 $ - Issued 2,609,845 3.57 9.11 1,788,943 Warrant Modification Warrants issued February 23, 2023 and May 23, 2024 ( 350,171 ) 130.00 2.29 - Warrant modification September 24, 2025 13,502,224 3.3713 3.41 - Exercised ( 3,476,317 ) 3.3713 4.48 2,707,008 Forfeited - - - - Canceled/Expired ( 2,135,729 ) 4.27 - 1,663,052 Balance at December 31, 2025 10,502,236 $ 6.12 5.15 $ 7,933,065 Exercisable as of December 31, 2025 10,289,736 $ 6.14 5.15 $ 7,933,065 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 3.99 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. All warrants were vested on date of grant. On April 17, 2025, in connection with the issuance of Stock Options, (i) the Series F Conversion Price, Series F-1 Conversion Price and Series G Conversion Price was adjusted to $ 18.32 per share pursuant to the full ratchet anti-dilution provisions contained in the applicable Certificate of Designations and, (ii) the Series F Exercise Price, the Series F-1 Exercise Price and Series G Exercise Price was adjusted to $ 18.32 per share and the number of shares of Common Stock issuable upon exercise of such warrants was adjusted proportionally pursuant to the full ratchet anti-dilution provisions contained in the applicable warrants. In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the full ratchet anti-dilution provisions contained in the applicable certificate of designations, (i) the Series F Conversion Price, Series F-1 Conversion Price, Series G Conversion Price and the Series H Conversion Price was adjusted to $3.3713 per share, and (ii) the Series F Exercise Price, the Series F-1 Exercise Price, the Series G Exercise Price and Series H Exercise Price was adjusted to $18.32 per share and the number of shares of Common Stock issuable upon exercise of such warrants was adjusted proportionally pursuant to the full ratchet anti-dilution provisions contained in the applicable warrants. Series F Common Stock Warrants Pursuant to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 6,652,300 shares of Common Stock, with an initial exercise price of $ 2.255 per share, which, as of December 31, 2025, was adjusted to $ 3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionally to 4,449,325 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants in connection with the issuance of shares of Common Stock upon conversion of the Series F-1 Preferred Shares (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. Following the 2024 Reverse Stock Split, the exercise price of the Series F Warrants was reduced to $ 3.18 per share pursuant to the stock combination event adjustment provisions contained in the Series F Warrants and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionately. In May 2024, in connection with the Private Placements, the exercise price of the Series F Warrants was reduced to $ 1.816 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionately. 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 Warrants, the exercise price of the Series F Warrants was reduced to $ 18.32 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionately. In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the stock combination event adjustment provisions contained in the Series F Warrants, the exercise price of the Series F Warrants was reduced to $ 3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F Warrants was adjusted proportionately. The Series F Warrants were initially accounted for as liabilities based on the following analysis: The Series F Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the 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 %. Transaction costs incurred attributable to the issuance of the Series F Warrants of $ 762,834 were immediately expensed in accordance with ASC 480. During 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 Operations (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 %. On 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; 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) 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. During the years ended December 31, 2025 and 2024, holders of Series F Warrants exercised 1,310,000 and 0 warrants for 1,310,000 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 4,416,403 and $ 0 for the years ended December 31, 2025 and 2024, respectively. F- 35 Series F-1 Warrants Pursuant to the Series F-1 Private Placement, the Company issued to investors (i) the Series F-1 Long-Term Warrants to purchase 2,781,300 shares of Common Stock, with an initial exercise price of $ 1.816 per share (subject to adjustment), for a period of five years from the date of issuance and (ii) the Series F-1 Short-Term Warrants to purchase 2,781,300 shares of Common Stock, with an initial exercise price of $ 1.816 per share (subject to adjustment), for a period of eighteen months from the date of issuance. The 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. 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-1 Warrants, the exercise price of the Series F-1 Warrants was reduced to $ 18.32 per share and the number of shares of Common Stock issuable upon exercise of the Series F-1 Warrants was adjusted proportionately. In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the stock combination event adjustment provisions contained in the Series F-1 Warrants, the exercise price of the Series F-1 Warrants was reduced to $ 3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series F-1 Warrants was adjusted proportionately. Pursuant to the April 2025 Amendment Agreement, the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance. On 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. The Series 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 . 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-1 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 Operations. 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 the Company’s Common Stock of $ 190.00 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. F- 36 During the years ended December 31, 2025 and 2024, holders of Series F-1 Short-Term Warrants exercised 599,196 and 0 warrants for 599,196 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 2,020,069 and 0 for years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, holders of Series F-1 Long-Term Warrants exercised 25,844 and 0 warrants for 25,844 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 87,128 and 0 for years ended December 31, 2025 and 2024, respectively. Series G Warrants Pursuant to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 4,928,800 shares of Common Stock, with an initial exercise price of $ 1.816 per share (subject to adjustment), for a period of five years from the date of issuance and (ii) the Series G Short-Term Warrants to purchase 4,928,800 shares of Common Stock, with an initial exercise price of $ 1.816 per share (subject to adjustment), for a period of eighteen months from the date of issuance. The 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. 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 G Warrants, the exercise price of the Series G Warrants was reduced to $ 18.32 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionately. In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the stock combination event adjustment provisions contained in the Series G Warrants, the exercise price of the Series G Warrants was reduced to $ 3.3713 per share and the number of shares of Common Stock issuable upon exercise of the Series G Warrants was adjusted proportionately. On 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 . The 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 Operations. 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 the Company’s Common Stock of $ 190.00 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. During the years ended December 31, 2025 and 2024, holders of Series G Short-Term Warrants exercised 519,088 and 0 warrants for 519,088 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 1,988,993 and 0 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there are no remaining Series G Short-Term Warrants outstanding. During the years ended December 31, 2025 and 2024, holders of Series G Long-Term Warrants exercised 519,088 and 0 warrants for 519,088 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 1,988,993 and 0 for the years ended December 31, 2025 and 2024, respectively. Series H Warrants Pursuant to the Series H Private Placement, the Company issued investors the Series H Warrants to purchase 1,400,000 shares of Common Stock, with an initial exercise price of $ 5.00 per share (subject to adjustment), for a period of five years from the date of the September 2025 Stockholder Approval. The exercise price of the Series H Warrants and the number of shares issuable upon exercise of the Series H 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 H Warrants will be increased proportionately. In September 2025, in connection with the 2025 Reverse Stock Split and pursuant to the full ratchet anti-dilution provisions contained in the Series H Warrants, the exercise price of the Series H Warrants was reduced to $ 3.3717 per share and the number of shares of Common Stock issuable upon exercise of the Series H Warrants was adjusted proportionately. During the years ended December 31, 2025 and 2024, holders of Series H Short-Term Warrants exercised 503,141 and 0 warrants for 503,141 and 0 shares of Common Stock, respectively. These transactions generated gross proceeds of $ 1,696,239 and 0 for the years ended December 31, 2025 and 2024, respectively. F- 37 Note 7 – Income Taxes The Company’s income tax (benefit)/provision is as follows for the years ended December 31, 2025 and 2024: Schedule of Income Tax (Benefit)/Provision 2025 2024 Current $ - $ - Deferred ( 1,606,119 ) ( 5,446,000 ) Change in Valuation Allowance 1,606,119 5,446,000 Income Tax Benefit $ - $ - ASU 2023-09 requires disaggregation of pretax income (loss), income tax expense (benefit), and income taxes paid by jurisdiction. The Company has no foreign operations; accordingly, all pretax income (loss) is domestic (United States). The following table shows the components of loss before income taxes and the related income tax expense / (benefit): Schedule of Components of Loss Before Income Taxes 2025 2024 Loss before income taxes U.S. operations $ ( 11,627,122 ) $ ( 23,359,334 ) Current income tax expense / (benefit) U.S. federal - - U.S. state and local - - Total current income tax expense / (benefit) - - Deferred income tax expense / (benefit) U.S. federal - - U.S. state and local - - Total deferred income tax expense / (benefit) - - Total current income tax expense / (benefit) $ - $ - For the years ended December 31, 2025 and 2024 there were no income taxes paid. As no income taxes were paid, disaggregation by U.S. federal, state, or foreign jurisdictions was not applicable for the period presented. The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2025 and 2024 are as follows: Schedule of Reconciliation of Income Tax Rate and Benefit from Income Taxes 2025 2024 Statutory U.S. Federal Income Tax Rate ( 21.0 )% ( 21.0 )% State income taxes, net of U.S. Federal tax effect ( 7.4 )% ( 7.5 )% Adjustment to deferred tax assets 7.0 % 2.9 % Tax credits ( 2.4 )% ( 1.6 )% Non-deductible expenses 2.3 % 3.9 % Change in Valuation Allowance 17.7 % 23.3 % Net 0.0 % 0.0 % As of December 31, 2025, and 2024, the Company had U.S. federal net operating loss carry forwards of $ 123,715,103 and $ 116,475,704 , respectively. $ 43,262,318 of the U.S. federal net operating loss generated in tax years beginning before January 1, 2018 expire beginning with the year ending December 31, 2026 through 2037 . The remaining U.S. federal net operating loss of $ 80,452,785 does not expire, however it is limited to 80 % of each subsequent year’s net income. As of December 31, 2025, and 2024, the Company had U.S. state net operating loss carry forwards of $ 58,300,567 and $ 55,721,156 , respectively, some of which expire beginning with the year ending December 31, 2026 through 2045. U.S. federal net operating losses of $ 3,873,308 expired during 2025. The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions. Under Section 382 of the Code, use of the Company’s net operating loss carryforwards is limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. The Company experienced an ownership change as a result of the Merger and therefore the Company’s ability to utilize its net operating loss and certain credit carryforwards are limited. The limitation is determined by the fair market value of the Company’s common stock outstanding immediately prior to the ownership change, multiplied by the applicable federal rate. It is expected that the Merger caused the Company’s net operating loss carryforwards to be limited. However, the limitation had no impact on the Company’s financial statements since the Company recorded a full valuation allowance for the deferred tax assets as of December 31, 2025 and 2024. The principal components of the deferred tax assets and liabilities, and related valuation allowances as of December 31, 2025 and 2024 are as follows: Schedule of Deferred Tax Assets and Related Valuation Allowances 2025 2024 Reserves and other $ 1,421,000 $ 731,000 Net operating loss carry-forwards 29,455,000 27,869,000 Capitalized research and development 2,513,000 3,894,000 Research and development tax credit 2,479,000 2,205,000 Share-based compensation 1,877,000 1,430,000 Valuation Allowance ( 37,735,000 ) ( 36,129,000 ) Net deferred tax asset $ - $ - F- 38 The valuation allowance for deferred tax assets increased / (decreased) by $ 1,606,119 during the year ended December 31, 2025, related to the U.S. federal and state jurisdictions in the amounts of $ 2,055,712 and $( 449,592 ), respectively. The increase in the U.S. federal valuation allowance was mainly due to increases in the Company’s gross deferred tax asset related to increases in the cumulative deductible temporary differences including the net operating loss carryforward. The (decrease) in the U.S. state valuation allowance was mainly due to changes in the statutory state tax rate due to changes in state apportionment factors. The valuation allowance increased by $ 5,446,000 during the year ended December 31, 2024, related to the U.S. federal and state jurisdictions in the amounts of $ 3,691,039 and $ 1,755,247 , respectively, due to increases in the Company’s gross deferred tax asset related to increases in the cumulative deductible temporary differences including the net operating loss carryforward. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. The Company evaluated the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. During 2025, the Company recorded an unrecognized tax benefit of $ 205,459 related to timing differences. If the position is resolved unfavorably, the related net operating loss carryforward could be reduced; however, the Company expects a corresponding future tax deduction for the underlying timing difference. Accordingly, resolution of this position would not change total gross deferred tax assets and, while the Company maintains a full valuation allowance, would not affect the effective tax rate. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2025 and 2024. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company files U.S. federal income tax returns and various state income tax returns. 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. Note 8 – Commitments and Contingencies Royalty Agreement with SRQ Patent Holdings and SRQ Patent Holdings II The Company is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which the Company (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to the Company. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been recognized subject to these agreements for the year ended December 31, 2025 and 2024. MIRA Pharmaceuticals Limited License Agreement The Company is a party to an Amended and Restated Limited License Agreement, dated June 27, 2022 and amended on April 20, 2023, with MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA), under which the parties agreed to share technical information and know-how pertaining to the synthetic manufacture and formulation of the parties’ respective Supera-CBD™ and MIRA1a™ product candidates. The Company, which holds patent rights to MIRA1a™ in 22 foreign countries, was granted a perpetual, non-exclusive, royalty-free license to use improvements to MIRA1a™ made under the agreement, and MIRA was granted a limited, perpetual, worldwide, non-exclusive, royalty-free license to use Supera-CBD™ as a synthetic intermediate in the manufacture of MIRA1a™. Consulting Agreement with James Altucher and Z-List Media On October 1, 2025, the Company entered into a consulting agreement (the “Altucher Consulting Agreement”) with James Altucher and Z-List Media, Inc. (collectively, the “Consultants”), pursuant to which, the Consultants agreed to provide certain consulting services to the Company, including fund raising, crypto portfolio management, investor relations, strategic planning, deal flow analysis, introductions to further its business goals, advice related to sector growth initiatives and any other consulting or advisory services which the Company reasonably requests that the Consultants provide to the Company. The Altucher Consulting Agreement has a term of two years unless earlier terminated pursuant to the terms of the Altucher Consulting Agreement or upon the mutual written consent of the Company and the Consultants in accordance with the terms of the Altucher Consulting Agreement. Pursuant to the Altucher Consulting Agreement, the Company agreed to issue to Z-List Media, Inc. warrants to purchase up to an aggregate of 400,000 shares of Common Stock, consisting of: (i) a warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $ 5.00 per share (the “First Tranche Warrant”), which were issued on the date of the Altucher Consulting Agreement (such date, the “Effective Date”), (ii) a warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $ 5.00 per share, which will be issued three months from the Effective Date (the “Second Tranche Warrant”), (iii) a warrant to purchase up to 100,000 shares of Common Stock at an exercise price of $ 7.50 per share (the “Third Tranche Warrant”), which will be issued nine months from the Effective Date, and (iv) a warrant to purchase up to 100,000 shares of Common Stock at exercise price of $ 10.00 per share (the “Fourth Tranche Warrant” and together the First Tranche Warrant, the Second Tranche Warrant and the Third Tranche Warrant, the “Consultant Warrants”), which will be issued twelve months from the Effective Date, in each case, with each Consultant Warrant subject to exercisability, forfeiture and such other terms as set forth therein. Litigation and Settlements Raymond Akers Actions On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against the Company (f/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. On September 23, 2021, the Court granted the Company’s Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” On March 1, 2022, Mr. Akers filed a second action against the Company in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations. On May 27, 2022, the Court granted-in-part and denied-in-part the Company’s Motion to Dismiss Plaintiff’s Complaint. The Court reaffirmed the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim. On July 29, 2022, the Company filed its Answer, which included affirmative defenses. As of December 31, 2024, the Second Raymond Akers Action is in the discovery phase. On April 29, 2025, the complaint was confidentially settled between the parties. There was no material impact on the Company’s financial condition or the results of operations. All legal fees incurred were expensed as and when incurred. F- 39 Note 9 – Related Parties PharmaCyte Biotech, Inc. - Series G Preferred Stock Issuance On May 20, 2024, the Company entered into the Series G Purchase Agreement with the Series G Investors, including PharmaCyte Biotech, Inc. (“Pharmacyte”), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 Series G Preferred Stock, initially convertible into up to 492,841,600 shares of the Company’s Common Stock, at a conversion price of $ 0.01816 per share (ii) Series G Short-Term Warrants to acquire up to an aggregate of 492,841,600 shares of Common Stock at an exercise price of $ 1.816 per share, and (iii) Series G Long-Term Warrants acquire up to an aggregate of 492,841,600 shares of Common Stock at an exercise price of $ 0.01816 per share, for aggregate gross proceeds equaling approximately $ 8.9 million. The interim CEO, President and Director of PharmaCyte, Joshua Silverman, serves as the Company’s Executive Chairman. PharmaCyte Biotech, Inc. - Series H Preferred Stock Issuance On September 2, 2025, the Company entered into the Series H Purchase Agreement with the Series H Investors, including PharmaCyte Biotech, Inc., pursuant to which it agreed to sell to the Series H Investors (i) an aggregate of 7,000 Series H Preferred Stock, initially convertible into up to 1,400,000 shares of the Company’s Common Stock, at a conversion price of $ 5.00 per share and (ii) Series H Warrants to acquire up to an aggregate of 1,400,000 shares of Common Stock at an exercise price of $ 5.00 per share, for aggregate gross proceeds equaling approximately $ 7 million. The interim Chief Executive Officer, President and Director of PharmaCyte, Joshua Silverman, serves as the Company’s Executive Chairman. Note 10 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100 % up to a 3 % contribution, and 50 % over a 3 % contribution, up to a maximum of 5 %. The Company made matching contributions to the 401(k) Plan during the years ended December 31, 2025 and 2024 of $ 8,469 and $ 22,142 , respectively. Note 11 – Patent Assignment and Royalty Agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. No revenue has been received subject to these agreements as of December 31, 2025 and 2024. On September 2, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) whereby, the Company agreed to acquire 100% of the membership interests of LPU Holdings LLC from the Sellers, and entered into certain other related agreements, including (i) a Support Agreement, (ii) a Registration Rights Agreement, and (iii) a License Agreement, by and between LPU and LightSolver Ltd. (the “License Agreement”, and, collectively, with the MIPA, the “Acquisition”). The Acquisition closed on September 4, 2025 (the “Acquisition Closing Date”). The Acquisition was accounted for as an asset acquisition pursuant to ASC 805-50 as all of the fair value was concentrated in a single intangible asset, the Exclusive License. As consideration for the Membership Interests, the Company delivered to the Sellers 747,362 shares of Series I Convertible Preferred Stock, subject to certain conversion limitations as set forth in the Certificate of Designations of the Series I Convertible Preferred Stock (see Note 5). The Acquisition price consisted of total upfront consideration comprised of $ 1.75 million in cash and 747,362 shares of the Company’s Series I Preferred Stock with a fair value of $ 2.70 million. In addition, the Company incurred approximately $ 0.26 million of acquisition costs, which are capitalized in an asset acquisition and included in the total consideration transferred. Additionally, after the closing of the Acquisition, the Company is required to pay additional contingent consideration under both the MIPA and the License Agreement (the “Contingent Consideration”) upon the achievement of various specified milestones, including completion of an offering of the Company’s Common Stock or Common Stock equivalents (“Equity Offering”), which Contingent Consideration including certain specified cash payments, cash payments calculated based on any Equity Offering proceeds, shares of Common Stock that would result in the Sellers collectively beneficially owning specified percentage of the Company and warrants to purchase Common Stock. The Contingent Consideration was determined to be comprised of liabilities which meet the definition of a derivative under ASC 815, and was thus required to be recognized at its fair value at closing, with such fair value included as a component of the cost of the asset acquisition. The liability will then be remeasured each reporting period with changes in fair value recognized in earnings. As of the Acquisition Closing Date, the Company estimated the fair value of $ 9,380,000 using a probability-weighted discounted cash flow approach. Schedule of Asset Acquisition Acquisition Consideration (cash) $ 1,750,000 Fair value of Series I Preferred Stock ( 747,362 shares) 2,697,977 Transaction Costs 259,022 Total Preliminary Consideration Transferred 4,706,999 Contingent Consideration 9,380,000 Purchase Price $ 14,086,999 The total purchase price was allocated in its entirety to the exclusive license under the License Agreement. The agreement has no specified term and will only be terminated upon mutual agreement between the Company and Lightsolver, material breach of contract by either party, insolvency of either party, certain other failures to perform under the terms of the agreement, or at the Company’s convenience. As of the Acquisition date, the Company believes that the probability of termination under any of the above conditions is remote; the Company intends to hold the Exclusive License into perpetuity thus does not foresee a limit on the asset’s useful life as of the Acquisition Date. Management thus concludes that the Exclusive License is an indefinite-lived asset and will perform an annual assessment for impairment and will reassess whether events and circumstances indicate that the life of the asset is no longer indefinite each reporting period. F- 40 Note 12 – Segment Reporting The Company has two reportable segments. The legacy segment focuses on the previous endeavors of TNF Pharmaceuticals, Inc. This business segment operates in the clinical-stage pharmaceutical space and is specifically focused on Isomyosamine (formerly MYMD-1). The second and primary segment is focused on the development and eventual application of quantum computing technology, both for cryptocurrency applications and beyond. The Company’s chief operating decision maker (“CODM”), who is responsible for evaluating financial performance and allocating resources, is the Executive Chairman of the Board. The accounting policies of the duel segments are the same as those described in the summary of significant accounting policies. The CODM does not use assets to assess the segment. The CODM assesses performance for each segment and decides how to allocate resources based on net operating loss excluding stock-based compensation and warrant issuance expenses. The CODM uses a non-GAAP measure, net of operating loss excluding stock-based compensation and warrant issuance expenses, as the primary measure of operating performance and to monitor the Company’s cash burn and adherence to budget. To date, the Company has not generated any product revenues and has incurred losses and negative cash flows from operations since inception. The following table presents certain financial data for the Company’s two reportable segments and a reconciliation to the Company’s consolidated net loss. Schedule of Reconciliation Consolidated Net Loss Pharmaceuticals Computing Technology 2025 2024 2025 2024 Sales - - - - Product Cost of Sales - - - - Gross Income - - - - Operating Expenses Administrative Expenses 2,013,710 4,161,907 1,722,816 - Research and Development Expenses 3,045,977 3,441,010 425,864 - Stock-Based Compensation 1,937,691 - 236,833 Franchise Tax Expense 150,038 - 50,013 - Warrant Issuance Expense - - 264,417 - Segment Net Loss ( 7,147,415 ) ( 7,602,917 ) ( 2,699,942 ) - Reconcilement of Net Loss Adjustments and Reconciling Items Stock Based Compensation 1,325,144 1,057,271 - - Series F Warrant Issuance Expenses - - - - Series F-1 Warrant Issuance Expenses - 539,097 - - Series G Warrant Issuance Expenses - 969,505 - - Series H Warrant Issuance Expenses - - 264,417 - Dividends Paid on Series H Preferred Stock - - 99,437 - Interest and Dividend Income 156,042 351,809 69,346 - Gains on Sales of Marketable Securities 2,176 976 - - Unrealized Gains on Marketable Securities ( 1,435 ) 671 40,106 - Change in Fair Value of Derivative Liabilities 1,303,000 ( 388,000 ) ( 320,000 ) - Change in Fair Value of Warrant Liabilities - ( 4,410,000 ) - - Loss on Issuance of Series F-1 Convertible Preferred Stock - ( 3,737,000 ) - - Loss on Issuance of Series G Convertible Preferred Stock - ( 5,109,000 ) - - Loss on Impairment of Intangible ( 1,500,000 ) - - - Loss on FMV of Contingent Compensation - - ( 1,529,000 ) - Casualty Gain/(Loss) - 100,000 - - Total Adjustments and Reconciling Items ( 1,365,331 ) ( 15,756,417 ) ( 2,103,402 ) - Consolidated Net Loss $ ( 5,782,084 ) $ ( 23,359,334 ) ( 596,540 ) - Segment assets are not reviewed by the CODM and, accordingly, asset information is not presented. Note 13 – Subsequent Events The Company has evaluated subsequent events through April 15, 2026, and identified the following: On January 16, 2026, the Company entered into a consulting agreement (the “Voss Consulting Agreement”) with Chelsea Voss, a current director of the Company, pursuant to which, Ms. Voss agreed to provide certain consulting services to the Company, including evaluating companies and making related introductions, analyzing technologies and operations, reviewing and advising on potential acquisitions and any other consulting or advisory services which the Company reasonably requests that Ms. Voss provide to the Company. The Voss Consulting Agreement has a term of twelve (12) months, unless earlier terminated pursuant to the terms of the Voss Consulting Agreement or upon the mutual written consent of the Company and Ms. Voss in accordance with the terms of the Voss Consulting Agreement. F- 41 Pursuant to the Voss Consulting Agreement, Ms. Voss is entitled to a monthly fee equal to $ 12,500 per month (or, $ 150,000 annually) payable in arrears on a monthly basis. In addition, pursuant to the Voss Consulting Agreement, Ms. Voss was granted (i) 212,500 restricted stock units, subject to the terms and conditions of the Company’s standard restricted stock unit award agreement and the 2021 Plan which vest in four substantially equal instalments on the quarterly anniversaries of the issuance date, provided that Ms. Voss continues to provide services to the Company through such applicable vesting dates and subject to the related restricted stock unit award agreement, and (iii) stock options to purchase up to an aggregate of 212,500 shares of Common Stock at an exercise price equal to the greater of (a) $ 5.097 per share and (b) the fair market value per share of Common Stock on the date of grant (the “Consultant Options”), subject to the terms and conditions of the Company’s standard nonqualified stock option award agreement and the Plan. The Consultant Options vest and become exercisable in four (4) substantially equal instalments on each quarterly anniversary of the issuance date, provided that Ms. Voss continues to provide services to the Company through such applicable vesting dates. Employment Agreement On April 13, 2026, the Company entered into an executive compensation agreement (the “Employment Agreement”) with Joshua Silverman, who serves as the Company’s Executive Chairman, setting forth the terms and conditions of Mr. Silverman’s continued employment as a member of the Company’s Board of Directors and as the Company’s Executive Chairman. The Employment Agreement has a three-year initial term commencing on April 13, 2026 (the “Effective Date”), which term automatically renews each year for successive one-year terms, unless earlier terminated by either party in accordance with the terms of the Employment Agreement. The Employment Agreement provides that Mr. Silverman 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. Silverman 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 plan. 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 with Mr. 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”). If Mr. 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 to: (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. If Mr. 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: (i) 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. F- 42