REVELATION BIOSCIENCES, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act 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. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the 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 our degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this Annual Report, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on such assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 76 PART III Item 10. Directors, Executive Officers and Corporate Governance. Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of February 23, 2026: Name Age Position BOARD OF DIRECTORS James Rolke 57 Chairman, Director, and Chief Executive Officer Jennifer Carver, BSN, MBA 72 Director Jess Roper 61 Director Lakhmir Chawla, M.D. 55 Director EXECUTIVE OFFICERS James Rolke 57 Chairman, Director, and Chief Executive Officer Chester S. Zygmont, III 45 Chief Financial Officer Our Director and Executive Officers James Rolke — Chairman, Director, and Chief Executive Officer. Mr. Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020 and Chairman of Revelation since May 2025. Mr. Rolke has over 30 years of experience in the biotechnology industry, spanning all areas and phases of drug development. Prior to joining the Company, beginning in 2012, Mr. Rolke was employed at La Jolla in various leadership roles overseeing Research and Development and serving as Chief Scientific Officer from 2017 to 2020. While at La Jolla, Mr. Rolke oversaw the development of multiple technologies including six INDs and two marketing approvals: Giapreza for the treatment of distributive shock (US FDA and EMEA) and artesunate for the treatment of severe malaria. Prior to La Jolla, from July 2009 to January 2012 Mr. Rolke was Chief Technology Officer at Pluromed, Inc. (acquired by Sanofi) and played a key role in the approvals of two medical devices via the 510(k) and premarket approval application approval pathways. Prior to Pluromed, Mr. Rolke held several key positions at biotechnology companies, including Director of Operations at Prospect Therapeutics, Inc., Associate Director of Pharmaceutical Development at Mersana Therapeutics, Inc., Manager of Process Development at GlycoGenesys, Inc., Principal Scientist at Surgical Sealants, Inc., Scientist at GelTex, Inc., and Associate Scientist at Alpha-Beta Technology, Inc. Mr. Rolke received his B.S. in chemistry from Keene State College. We believe that Mr. Rolke is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry. Jennifer Carver, BSN, MBA — Director. Ms. Carver has been a director of the Company since May 2020. Ms. Carver brings over 20 years of industry experience with a focus on small biotech companies and their evolution from early development through commercialization. From 2020 to 2021, Ms. Carver has served as Chief Operating Officer at Kartos Therapeutics (Kartos). Prior to Kartos from 2014, Ms. Carver was employed at La Jolla Pharmaceutical Company in various leadership roles providing leadership through the clinical development, approval and launch of Giapreza and serving as Chief Operating Officer from 2017 to 2019. Prior to La Jolla, Ms. Carver held positions at Spectrum Pharmaceuticals and Allos Therapeutics, leading teams through the development and approval of Belionostat and Folotyn respectively. Her experience in the healthcare industry spans multiple therapeutic areas including oncology, inflammatory disease, shock, iron overload, and anti-infectives. Ms. Carver has played a critical role in negotiating key alliances, evaluation of financing opportunities, and overseeing rapid organizational growth. Ms. Carver earned her B.S.N. and M.B.A. from University of Colorado. We believe that Ms. Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director. Jess Roper — Director. Mr. Roper has been a director since October 2020. Mr. Roper has considerable financial and audit experience in the sectors of medical device, life sciences, technology, manufacturing, and financial institutions. Mr. Roper served on the Board of Directors and as Chair of the Audit Committee of Biolase from 2018 to 2024. Mr. Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017. During his 12-year tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national publicly traded entity. Mr. Roper previously held financial management positions with two other publicly traded companies and one venture funded company. He has played key roles in two initial public offerings, acquisitions/divestitures, and numerous equity and debt financings. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency. He earned a Master of Science in Corporate Accountancy and a Bachelor of Science in Finance. Mr. Roper is a certified public accountant in the state of California. We believe that Mr. Roper is qualified to serve as a director based on his extensive financial and audit experience. 77 Lakhmir Chawla, M.D. — Director. Dr. Chawla is currently the Chief Executive Officer of Exthera Medical. Previously, Dr. Chawla was the Chief Medical Officer of Silver Creek Pharma where he oversaw the Acute Ischemic Stroke development program and initiation of the ARPEGGIO neuroprotection study. Prior to that, Dr. Chawla was the Chief Medical Officer at La Jolla Pharmaceutical Company where he oversaw the development and conduct of the Phase 3 ATHOS-3 trial. Prior to joining La Jolla, Dr. Chawla was a Professor of Medicine at the George Washington University, where he had dual appointments in the Department of Anesthesiology and Critical Care Medicine and in the Department of Medicine, Division of Renal Diseases and Hypertension. Dr. Chawla is an internationally renowned expert in the field of acute kidney injury (AKI) and shock. He is the author of over 160 peer-reviewed publications and a recipient of the International Vicenza Award for Critical Care Nephrology; an award that recognizes individuals who have made seminal clinical research advancements that have significantly improved the care of critically ill patients with AKI and have been adopted worldwide. He remains an active investigator in the fields of AKI biomarkers, AKI risk prediction, AKI therapeutics and chronic kidney disease caused by AKI. Chester S. Zygmont, III — Chief Financial Officer. Mr. Zygmont has been the Company’s Chief Financial Officer since inception. Mr. Zygmont brings over 20 years of experience in finance to the company with a wide range of industry applications. In 2016, Mr. Zygmont Co-Founded Jivanas, a social enterprise that owns and operates a factory in Nepal, that is focused on creating jobs for people at risk for human trafficking. Jivanas has operations in Nepal, Hong Kong, and the USA. During 2013, Mr. Zygmont Co-Founded oOxesis Biotechnology, LLC, a biologics lab that worked on developing therapies for unmet needs. From June 2012 to January 2016, Mr. Zygmont was the Senior Director of Finance, at La Jolla Pharmaceutical Company. During Mr. Zygmont’s tenure at La Jolla, he brought the company to its Nasdaq listing. Prior to La Jolla, Mr. Zygmont served as Managing Director at Z3 Capital, LLC from March 2009 to June 2012. Z3 Capital, LLC, a privately held investment firm, focused on investment acquisition and venture funding for multiple startup companies in real estate, medical device and biotechnology. Mr. Zygmont also served as Vice President at Symmetry Advisors, Inc. a private equity leveraged buyout firm. While at Symmetry, he managed all finance and accounting for its SPAC, was a key player on a $600 million buyout of a portfolio company, and subsequently led the restructuring of its manufacturing division. Mr. Zygmont earned his M.S. in Finance from Baruch College, Zicklin School of Business and his B.A. from Eastern University. Number and Terms of Office of Officers and Directors Our Board is divided into three classes, designated Class A, Class B and Class C, with only one class of directors being elected in each year and each class serving a three-year term. Our officers are appointed by the Board and serve until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, Vice Presidents and such other offices as may be determined by the Board. The Board has determined that James Rolke and Chester. S. Zygmont, III are the only “executive officers” for the purposes of applicable SEC rules. Family Relationships There are no family relationships among our directors or executive officers. Involvement in Certain Legal Proceedings None of our directors, executive officers, promoters or control persons has been involved in any events requiring disclosure under Item 401(f) of Regulation S-K. Board Composition Classified Board of Directors In accordance with our Amended and Restated Certificate of Incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among the three classes as follows: • The Class A director is Ms. Carver, and her term will expire at the annual meeting of stockholders held in 2026; • The Class B directors are Messrs. Rolke and Roper, and their terms will expire at the annual meeting of stockholders held in 2027; and • The Class C director is Dr. Chawla, and his term and his term will expire at the annual meeting of stockholders held in 2028. 78 We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Leadership Structure of the Board Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the board of directors and Chief Executive Officer. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Attendance of Directors at Board Meetings and Annual Meeting of Stockholders During 2025, the Board of Directors met four times, the Compensation Committee met two times, the Nominating and Corporate Governance Committee met one time, and the Audit Committee met four times. Each director attended at least 100% of the aggregate number of meetings held during his or her term of service. In 2025, the Company held its Annual Meeting of Stockholders which was attended by Mr. Rolke. The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders. Board Committees Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC rules and regulations and the Nasdaq Listing Rules, which are posted on our website. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website. Audit Committee Revelation has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq listing rules. In addition, the board of directors adopted a written charter for the Audit Committee. The Audit Committee’s duties, will include, but are not limited to: • appoints our independent registered public accounting firm; • evaluates the independent registered public accounting firm’s qualifications, independence, and performance; • determines the engagement of the independent registered public accounting firm; • reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services; • reviews and approves all related party transactions on an ongoing basis; 79 • establishes procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters; • discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; • approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; • discusses on a periodic basis, or as appropriate, with our management’s policies and procedures with respect to risk assessment and risk management; • consults with management to establish procedures and internal controls relating to cybersecurity; • is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; • investigates any reports received through the ethics helpline and reports to the board of directors periodically with respect to any information received through the ethics helpline and any related investigations; and • reviews the audit committee charter and the audit committee’s performance on an annual basis. The composition of the Audit Committee consists of Mr. Roper, Dr. Chawla and Ms. Carver, with Mr. Roper as Chair. Mr. Roper qualifies as an audit committee financial expert, as defined by the SEC rules. In addition, Revelation certified to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. It has been determined that Mr. Roper satisfies such requirements. Nominating and Governance Committee Revelation’s Nominating and Governance Committee is comprised of Ms. Carver, Mr. Roper and Dr. Chawla, each of whom has been determined to be independent under the Nasdaq Listing Rules. The Nominating and Governance Committee adopted a written charter. Specific responsibilities of the Nominating and Governance Committee include: • identifying, evaluating and selecting, or recommending that board of directors approve, nominees for election to board of directors; • evaluating the performance of board of directors and of individual directors; • reviewing developments in corporate governance practices; • evaluating the adequacy of corporate governance practices and reporting; • reviewing management succession plans; and • developing and making recommendations to the board of directors regarding corporate governance guidelines and matters. Compensation Committee Revelation has a Compensation Committee established in accordance with the Nasdaq Listing Rules. The Compensation Committee is comprised of Dr. Chawla, Ms. Carver and Mr. Roper, each of whom has been determined to be independent under the Nasdaq Listing Rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of Revelation’s compensation committee is Dr. Chawla. The Compensation Committee oversees Revelation’s policies relating to compensation and benefits of its officers and employees. The Compensation Committee reviews and approves or recommends corporate goals and objectives relevant to compensation of its executive officers (other than the Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to the board of directors regarding the issuance of stock options and other awards under Revelation’s stock plans to its executive officers (other than the Chief Executive Officer). The Compensation Committee reviews the performance of the Chief Executive Officer and makes recommendations to the board of directors with respect to his compensation, and the board of directors retains the authority to make compensation decisions relative to the Chief Executive Officer. The Compensation Committee reviews and evaluates, on an annual basis, the compensation committee charter and the compensation committee’s performance. 80 Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee has ever been an officer or employee of Revelation. None of Revelation’s executive officers serve, or have served during the last fiscal year, as a member of the compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of Revelation’s directors or on the Compensation Committee. Code of Conduct and Ethics The Revelation Board adopted a Code of Ethics that applies to all its employees including its principal executive and financial officers. Item 11. Executive Officer and Director Compensation. Executive Compensation Overview Each of the Company’s executive officers receives a base salary to compensate them for services rendered to the Company. The base salary is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities. Effective as of July 27, 2021, the Company entered into separate Executive Employment Agreements with Messrs. Rolke and Zygmont for their service as Chief Executive Officer and Chief Financial Officer, respectively (collectively, the “Executive Employment Agreements”). The Executive Employment Agreements provide for a term of three years, unless terminated earlier in accordance with their terms. The Executive Employment Agreements provide for an annual base salary of $625,000 for Mr. Rolke and $514,700 for Mr. Zygmont, which was set by the Compensation Committee on January 8, 2026, retroactive to January 1, 2026, and approved payment of the 2025 annual performance bonuses for Mr. Rolke in the amount of $441,788 and Mr. Zygmont in the amount of $255,150. Messrs. Rolke and Zygmont are also eligible to receive an annual performance bonus targeted at 55% for Mr. Rolke, which was increased from 45%, and 40% for Mr. Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”), as well as equity incentive grants as determined by the Board in its sole discretion. Pursuant to the Executive Employment Agreements, if his employment is terminated as a result of a “Covered Termination Event” that is not in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to twelve months of severance payments at his then current base salary, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, plus continuation of medical benefits. If Mr. Rolke’s or Mr. Zygmont’s employment is terminated as a result of a “Covered Termination Event” in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to one times the sum of his then current base salary, plus his target bonus in effect for the year in which his termination of employment occurs, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, continuation of medical benefits and acceleration of vesting of all outstanding and unvested equity-based awards. “Covered Termination Event” means (i) a dismissal or discharge other than for cause and other than by reason of death or disability, or (ii) a voluntary termination for good reason. Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our Chief Executive Officer and President and our other executive officers identified in the 2025 and 2024 Summary Compensation Table below, who we refer to as the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of restricted common stock awards and incentive stock options. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our retirement and health and welfare benefit plans. We will continue to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances merit. At a minimum, we review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive with our peers. In connection with our executive compensation program, we will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. 81 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to during the years ended December 31, 2025 and 2024 to our executive officers who earned more than $100,000 during each of the years ended December 31, 2025 and 2024 and were serving as named executive officers as of such date. Our named executive officers for 2025 and 2024 who appear in the Summary Compensation Table are: • James Rolke, our Chairman, Director, and Chief Executive Officer; and • Chester S. Zygmont, III, our Chief Financial Officer. The following table sets forth, for the years ended December 31, 2025 and 2024, all compensation paid, distributed or earned for services, including salary and bonus amounts, rendered in all capacities by the Company’s named executive officers. The information contained below represents compensation earned by the Company’s officers for their work related to the Company:  Non-equity incentive plan compensation ($) Name and Position Year Salary ($) Bonus ($) (1) Stock-based awards ($) Option-based awards ($) Annual incentive plans Long term incentive plans All other compensation ($) (2) Total compensation ($) James Rolke 2025 589,050 280,500 639,890 — — — 15,091 1,524,532 Chairman, Director, and CEO 2024 561,000 237,500 — — — — 14,726 813,226 Chester S. Zygmont, III 2025 425,250 162,000 581,659 — — — 16,500 1,185,409 CFO 2024 405,000 142,579 — — — — 16,427 564,006 (1) The amounts reflected in the column entitled “Bonus” reflect the cash amount of bonus earned by each of the officers in consideration for their fiscal 2025 and 2024 performance, respectively, but paid to such officers during fiscal 2026 and 2025, respectively. (2) Unless otherwise indicated, the amounts reported in this column represent the Company’s matching contribution to the named executive officers Simple IRA plan account paid by the Company. 82 2025 Grants of Plan-Based Awards Table The following table provides information regarding each grant of an award made to each named executive officer during the year ended December 31, 2025:  Estimated Future Payouts Under Equity Incentive Plan Awards Name Type of Award Grant Date Threshold (#) Target (#) Maximum (#) All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Shares Underlying Options (#) Exercise or Base Price of Option Awards ($/Share) Grant Date Fair Value of Stock Awards ($) (1) James Rolke RSA 10/28/2025 — — — 97,654 — — 523,423 RSA 2/11/2025 — — — — 2,508 — — 116,468 Chester S. Zygmont, III RSA 10/28/2025 — — — 97,654 — — 523,423 RSA 2/11/2025 — — — 1,254 — — 58,236 (1) Amounts in this column reflect the aggregate grant date fair value of awards of restricted stock granted in 2025 under our 2021 Plan and computed in accordance with ASC Topic 718. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Outstanding Equity Awards The following table provides information regarding the 2021 Equity Incentive Plan awards and the 2020 Equity Incentive Plan awards for each named executive officer outstanding as of December 31, 2025: Option-based Awards Stock-based Awards Name Date of Grant Number of Securities Underlying Unexercised Options (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised In-The-Money Options at December 31, 2025 ($) Number of Shares or Units of Shares that Have Not Vested (#) Market or Payout Value of Share Awards That Have Not Vested ($) James Rolke, Chairman, Director, and CEO 10/28/2025 (1) — — — — 97,654 312,415 Chester S. Zygmont, III, CFO 10/28/2025 (1) — — — — 97,654 312,415 (1) The stock awards vest quarterly over one year from the date of grant, subject to continued service through each such vesting date. 83 Option Exercises and Stock Vested The following table provides, for each named executive officer, the number of shares of common stock acquired upon the exercise of stock options and the vesting of stock awards during the fiscal year ended December 31, 2025, and the aggregate dollar value realized upon such exercises and vesting: Option awards Stock awards Name Number of shares acquired on exercise (#) Value realized on exercise ($) Number of shares acquired on vesting (#) Value realized on vesting ($) James Rolke, Chairman, Director, and CEO — — 2,508 116,468 Chester S. Zygmont, III, CFO — — 1,254 58,236 Pay Versus Performance Disclosure Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our “named executive officers,” within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid to our CEO, who serves as our principal executive officer (“PEO”), and compensation actually paid to our CFO, our only other non-PEO named executive officer, during each of the past three fiscal years, as well as our total stockholder return and net loss for each of the past three fiscal years. Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (2)(3) Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) Average Compensation Actually Paid to Non-PEO Named Executive Officers (5)(6) Value of Initial Fixed $100 Investment Based On Total Shareholder Return (7) Net Loss (millions) (8) 2025 $ 1,524,532 $ 1,197,056 $ 1,185,409 $ 916,165 $ 0.01 $ (8.91 ) 2024 $ 813,226 $ 813,226 $ 564,006 $ 564,006 $ 0.23 $ (15.04 ) 2023 $ 649,250 $ 649,250 $ 479,141 $ 479,141 $ 7.52 $ (0.12 ) (1) Amounts reported represent the Summary Compensation Table total for our CEO for each of the fiscal years presented. See “Executive Compensation—Summary Compensation Table.” (2) Amounts reported represent compensation actually paid to our CEO for each of the fiscal years presented. The dollar amounts in this column do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable fiscal year. (3) Compensation actually paid to our PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for our CEO for each of the fiscal years presented: 84 James Rolke Summary Compensation Table Total for Fiscal 2025 $ 1,524,532 Deduct : Stock awards (a) 639,890 Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) 312,415 Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2025 $ 1,197,056 Summary Compensation Table Total for Fiscal 2024 $ 813,226 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2024 $ 813,226 Summary Compensation Table Total for Fiscal 2023 $ 649,250 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2023 $ 649,250 (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. (b) Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable fiscal year. (c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year. (d) Represents the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year. (e) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that vested during the applicable fiscal year. 85 Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable fiscal year and include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year; (iii) for equity awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable fiscal year. Adjustments as provided in clauses (iii) and (vi) are inapplicable for all of the fiscal years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of option awards is based on the fair value as of the end of the covered fiscal year or change in fair value during the covered fiscal year, in each case based on our Black-Scholes option pricing model, the assumptions of which are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (4) Average Summary Compensation Table total for non-PEO named executive officers reflects the Summary Compensation Table total for Chester S. Zygmont, III. (5) The amounts in this column represent the compensation actually paid to Chester S. Zygmont, III, our only other non-PEO named executive officer, for each of the fiscal years presented. The dollar amounts in this column do not reflect the actual average amount of compensation earned by or paid to the non-PEO during the applicable fiscal year. (6) Average compensation actually paid to our non-PEO named executive officer consists of the following amounts deducted from or added to the Summary Compensation Table total for our CFO for each of the fiscal years presented: 86 Chester S. Zygmont, III Summary Compensation Table Total for Fiscal 2025 $ 1,185,409 Deduct : Stock awards (a) 581,659 Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) 312,415 Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2025 $ 916,165 Summary Compensation Table Total for Fiscal 2024 $ 564,006 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2024 $ 564,006 Summary Compensation Table Total for Fiscal 2023 $ 479,141 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2023 $ 479,141 (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. (b) Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable fiscal year. (c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year. (d) Represents the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year. (e) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that vested during the applicable fiscal year. 87 Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable fiscal year and include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year; (iii) for equity awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable fiscal year. Adjustments as provided in clauses (iii) and (vi) are inapplicable for all of the fiscal years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of option awards is based on the fair value as of the end of the covered fiscal year or change in fair value during the covered fiscal year, in each case based on our Black-Scholes option pricing model, the assumptions of which are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (7) The total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our common stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. (8) Amounts reported represent the amount of net loss reflected in our audited consolidated financial statements for the applicable fiscal year and is presented in thousands. Pay Versus Performance Relationship In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table above. Compensation Actually Paid and Company TSR . As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is generally aligned with our cumulative total stockholder return (“TSR”) (assuming reinvestment of dividends) on $100 invested in our common stock over the three fiscal years presented in the table. The overall alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price. 88 Compensation Actually Paid and Net Loss . As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is not necessarily aligned with our net loss for each of the three fiscal years presented in the table. DIRECTOR COMPENSATION The general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation. Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans. The Company does not pay directors who are part of management for Board service in addition to their regular employee compensation. The Board determines the amount of director compensation. The Board may delegate such authority to the compensation committee. The following table sets forth the total cash and equity compensation paid to our non-employee directors for service on our board of directors during 2025: Name Fees Earned or Paid in Cash ($) Option-Based Awards ($) Stock-Based Awards ($) (2) Total ($) George Tidmarsh, M.D., Ph.D. (1) 23,736 — 701 24,437 Jennifer Carver, BSN, MBA 60,000 — 21,638 81,638 Jess Roper 60,000 — 21,638 81,638 Lakhmir Chawla, M.D. 60,000 — 21,638 81,638 (1) On May 23, 2025, Dr. Tidmarsh resigned from his position on the Company’s board of directors. (2) Amounts in this column reflect the aggregate grant date fair value of awards of restricted stock granted in 2025 under our 2021 Plan and computed in accordance with ASC Topic 718. These amounts reflect the accounting cost for these RSAs and do not represent the actual economic value that may be realized by the director. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table also sets forth information known to us regarding the beneficial ownership of our common stock as of February 23, 2026: • each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our common stock; • each of our current officers and directors; and 89 • all current executive officers and directors of the Company, as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person. The beneficial ownership of our common stock is based on 3,720,420 shares of common stock issued and outstanding as of February 23, 2026. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. Name Number of Shares Beneficially Owned Beneficial Ownership (%) Five Percent Holders: Armistice Capital Master Fund Ltd. (1) 379,225 9.9 % Directors and Officers of Revelation (2) : James Rolke (3) 108,296 2.9 % Jennifer Carver, BSN, MBA (4) 4,886 * Jess Roper (5) 4,956 * Lakhmir Chawla, M.D. (6) 4,286 * Chester S. Zygmont, III (7) 88,256 2.6 % All Directors and Officers as a Group (Five Individuals) 210,680 5.6 % * Less than one percent. (1) The securities are held by Armistice Capital Master Fund Ltd., (“Armistice Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Armistice Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. Shares beneficially owned is based on 288,332 shares of common stock reported on Form 13G/A with the SEC on February 17, 2026 and 90,893 shares of common stock issuable within 60 days held in abeyance from the Class I Warrant Inducement. (2) Unless otherwise indicated, the business address of each of the individuals is c/o Revelation Biosciences, Inc., 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122. (3) Consists of (i) 91,645 shares of common stock held directly by Mr. Rolke and (ii) 16,651 shares of common stock issuable within 60 days due to vesting of RSU grants. (4) Consists of (i) 2,262 shares of common stock held directly by Ms. Carver and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants. (5) Consists of (i) 2,332 shares of common stock held directly by Mr. Roper and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants. (6) Consists of (i) 1,662 shares of common stock held directly by Mr. Chawla and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants. (7) Consists of (i) 85,811 shares of common stock held by The Zygmont Family Trust Dated October 25, 2016, (ii) 2 shares of common stock held by Czeslaw Capital Fund, LLC, and (iii) 2,443 shares of common stock issuable within 60 days due to vesting of RSU grants to Mr. Zygmont. 90 Item. 13. Certain Relationships and Related Person Transactions, and Director Independence. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Director Independence Our board of directors currently consists of four members. Our board of directors has determined that all of our directors, other than Mr. Rolke, qualify as “independent” directors in accordance with the rules of the SEC and the Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, which the Company has adopted as its independence standards. Mr. Rolke is not considered independent because he is an executive officer of the Company. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. Item 14. Principal Accountant Fees and Services Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 2025 and 2024 and for the interim periods in such fiscal years. The following table shows the fees that were incurred by the Company for audit and other services provided by Baker Tilly US, LLP for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 2024 Audit Fees (1) $ 420,225 $ 404,568 Tax Fees (2) — 15,900 Other Fees — — Total $ 420,225 $ 420,468 (1) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and the review of its financial statements included in the Company’s Quarterly Reports on Form 10-Q, services that are normally provided in connection with statutory or regulatory filings and fees related to our filing of certain Registration Statements. (2) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. 91 Pre-Approval Policies and Procedures All audit-related services, tax services and other services rendered by Baker Tilly US, LLP were pre-approved by the Company’s Board of Directors. Commencing in 2020, the Audit Committee was charged with all pre-approval activities with respect to the Company’s independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for the Company by its independent registered public accounting firm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. PART IV Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report: EXHIBIT DESCRIPTION 3.1 (1) Third Amended and Restated Certificate of Incorporation 3.2 (2) Amendment to the Third Amended and Restated Certificate of Incorporation, effective February 1, 2023 3.3 (3) Amendment to the Third Amended and Restated Certificate of Incorporation, effective January 22, 2024 3.4 (4) Amendment to the Third Amended and Restated Certificate of Incorporation, effective July 7, 2025 3.5 (5) Amended and Restated Bylaws 4.1 (1) Specimen Common Stock Certificate 4.2 (1) Specimen Warrant Certificate for Public Warrants 4.3 (1) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4 (6) Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 4.5 (6) Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 4.6 (7) Form of Class B Common Stock Warrant dated July 28, 2022 4.7 (7) Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.8 (7) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 4.9 (8) Form of Class C Common Stock Warrant dated February 13, 2023 4.10 (8) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.11 (9) Form of Class D Common Stock Warrant dated February 5, 2024 4.12 (9) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 4.13 (10 ) Form of Warrant Agency Agreement with Continental Stock Transfer & Co., dated May 29, 2025 4.14 (11) Form of Class E Common Stock Warrant dated August 22, 2024 4.15 (12) Form of Class G Common Stock Warrant dated December 3, 2024 4.16 (10) Form of Class H Common Stock Warrant, dated May 29, 2025 4.17 (13) Form of Class I Common Stock Warrant, dated September 11, 2025 4.18* Form of Class J Common Stock Warrant, dated January 23, 2026 4.19* Description of Securities 10.1† (14) Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended 10.2† (1) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.3† (1) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.4 (1) Revelation Common Stock Warrant Issued to National Securities Corporation 10.5 (6) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.6 (8) Form of Securities Purchase Agreement dated February 9, 2023 10.7 (9) Form of Securities Purchase Agreement dated February 1, 2024 10.8 (10) Form of Securities Purchase Agreement, dated May 28, 2025 10.9 (8) Form of Placement Agency Agreement dated February 9, 2023 10.10 (9) Form of Placement Agency Agreement dated February 1, 2024 10.11 (10) Form of Placement Agency Agreement, dated May 28, 2025 10.12* Form of Inducement Letter, dated January 23, 2026 14.1 (15) Code of Ethics 19.1 (16) Insider Trader Policy 92 21.1 (17) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of 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 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 (18) Claw Back Policy 99.1 (15) Audit Committee Charter 99.2 (15) Compensation Committee Charter 99.3 (15) Nominating Committee Charter 101.INS* XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL 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 (formatted as Inline XBRL and contained in Exhibit 101) The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. (1) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). (2) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023. (3) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024. (4) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 9, 2025. (5) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023. (6) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022. (7) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). (8) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023. (9) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 8, 2024. (10) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on June 4, 2025. (11) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on August 26, 2024. (12) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on December 6, 2024. (13) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on September 15, 2025 (14) Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on June 6, 2025. 93 (15) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023. (16) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 6, 2025. (17) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. (18) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 22, 2024. * Filed herewith. † Indicates a management contract or compensatory plan. Item 16. Form 10-K Summary. Not applicable. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: February 26, 2026 By: /s/ James Rolke James Rolke Chief Executive Officer (principal executive officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chester S. Zygmont, III and Joseph P. Galda, jointly and severally, their respective attorneys-in-fact, with the power of substitution, for each of them in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their respective substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: February 26, 2026 By: /s/ James Rolke Chief Executive Officer and Director Date: February 26, 2026 By: /s/ Chester S. Zygmont, III Chief Financial Officer and Principal Accounting Officer Date: February 26, 2026 By: /s/ Jennifer Carver Director Date: February 26, 2026 By: /s/ Jess Roper Director Date: February 26, 2026 By: /s/ Lakhmir Chawla, MD Director 94 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REVELATION BIOSCIENCES, INC. Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F- 2 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Changes in Stockholders’ Equity F- 6 Consolidated Statements of Cash Flows F- 7 Consolidated Notes to the Financial Statements F- 8 – F- 26 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Revelation Biosciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet s of Revelation Biosciences, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year s then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has no revenue sources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. 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 s . 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 s in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits 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 audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits 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 s provide a reasonable basis for our opinion. F- 2 Critical Audit Matters Critical audit matters 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. We determined that there are no critical audit matters. /s/ Baker Tilly US, LLP San Diego, CA February 26, 2026 We have served as the Company’s auditor since 2021. F- 3 PART I—FINANCIAL INFORMATION Item 1. Consolidated Financial Statements REVELATION BIOSCIENCES, INC. Consolidated Balance Sheets December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 10,700,331 $ 6,499,018 Prepaid expenses and other current assets 111,297 66,699 Total current assets 10,811,628 6,565,717 Property and equipment, net 18,067 56,332 Operating lease right-of-use asset 722,288 — Other assets 30,941 — Total assets $ 11,582,924 $ 6,622,049 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 577,501 $ 783,621 Accrued expenses 1,397,644 1,130,046 Operating lease liability 23,013 — Total current liabilities 1,998,158 1,913,667 Operating lease liability, net of current portion 723,771 — Total liabilities 2,721,929 1,913,667 Commitments and Contingencies (Note 4) Stockholders’ equity: Common Stock, $ 0.001 par value; 500,000,000 shares authorized at December 31, 2025 and December 31, 2024 and 1,583,969 and 43,526 issued and outstanding at December 31, 2025 and December 31, 2024, respectively 1,584 44 Additional paid-in-capital 58,278,698 45,213,976 Accumulated deficit ( 49,419,287 ) ( 40,505,638 ) Total stockholders’ equity 8,860,995 4,708,382 Total liabilities and stockholders’ equity $ 11,582,924 $ 6,622,049 See accompanying notes to the consolidated financial statements. F- 4 REVELATION BIOSCIENCES, INC. Consolidated Statements of Operations Year Ended December 31, 2025 2024 Operating expenses: Research and development $ 4,063,857 $ 3,548,996 General and administrative 5,006,957 4,426,113 Total operating expenses 9,070,814 7,975,109 Loss from operations ( 9,070,814 ) ( 7,975,109 ) Other income (expense): Change in fair value of warrant liability 2,158 81,441 Other income (expense), net 155,007 ( 7,144,868 ) Total other income (expense), net 157,165 ( 7,063,427 ) Net loss $ ( 8,913,649 ) $ ( 15,038,536 ) Deemed dividends ( 5,951,528 ) — Net loss attributable to common stockholders ( 14,865,177 ) ( 15,038,536 ) Net loss per share, basic and diluted $ ( 23.95 ) $ ( 1,052.16 ) Weighted-average shares used to compute net loss per share, basic and diluted 620,785 14,293 See accompanying notes to the consolidated financial statements. F- 5 REVELATION BIOSCIENCES, INC. Consolidated Statements of Ch anges in Stockholders’ Equity Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance as of December 31, 2023 (as previously reported) 16,484 $ 16 $ 32,114,801 $ ( 25,467,102 ) $ 6,647,715 Retrospective application of reverse recapitalization ( 15,138 ) ( 15 ) 15 — — Reverse stock split fractional stock round up 25 — — — — Balance at December 31, 2023 1,371 1 32,114,816 $ ( 25,467,102 ) $ 6,647,715 Issuance of common stock from the February 2024 Public Offering 670 1 5,417,052 — 5,417,053 Class D Pre-Funded Warrants exercises 6,441 6 121 — 127 Alternative cashless exercise of Class C Common Stock Warrants 18 — 57,589 — 57,589 Common stock issued for services 55 — 25,000 — 25,000 Class D Common Stock Warrants exercises 526 2 241,388 — 241,390 Class D Warrant Inducement exercises 13,271 13 3,501,263 — 3,501,276 Class E Common Stock Warrant Inducement exercises 21,174 21 3,687,897 — 3,687,918 Stock-based compensation expense — — 168,850 — 168,850 Net loss — — — ( 15,038,536 ) ( 15,038,536 ) Balance as of December 31, 2024 43,526 $ 44 $ 45,213,976 $ ( 40,505,638 ) $ 4,708,382 Balance as of December 31, 2024 (as previously reported) 522,223 $ 522 $ 45,213,498 $ ( 40,505,638 ) $ 4,708,382 Retrospective application of reverse recapitalization ( 478,724 ) ( 478 ) 478 — — Reverse stock split fractional stock round up 27 — — — — Balance at December 31, 2024 43,526 44 45,213,976 ( 40,505,638 ) 4,708,382 Alternative cashless exercise of Class F Common Stock Warrants 42,336 42 ( 42 ) — — Issuance of RSA's 252,937 253 ( 253 ) — — Issuance of common stock from the May 2025 Public Offering 56,250 56 3,388,188 — 3,388,244 Class H Pre-Funded Warrants exercises 247,084 247 50 — 297 Class H Common Stock Warrants exercises 41,250 41 362,959 — 363,000 Class H Warrant Inducement exercises 900,584 901 8,718,452 — 8,719,353 Issuance of common stock for rollover RSU awards 2 — — — — Stock-based compensation expense — — 595,368 — 595,368 Net loss — — — ( 8,913,649 ) ( 8,913,649 ) Balance as of December 31, 2025 1,583,969 $ 1,584 $ 58,278,698 $ ( 49,419,287 ) $ 8,860,995 See accompanying notes to the consolidated financial statements. F- 6 REVELATION BIOSCIENCES, INC. Consolidated Statements of Cash Flows Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 8,913,649 ) $ ( 15,038,536 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 595,368 168,850 Depreciation expense 27,058 27,923 Non-cash lease expense 18,630 — Loss on disposal of equipment 11,207 — Change in fair value of warrant liability ( 2,158 ) ( 81,441 ) Issuance of common stock for services — 25,000 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 44,598 ) 17,992 Deferred offering costs — 71,133 Other assets ( 30,941 ) — Accounts payable ( 206,120 ) ( 576,277 ) Accrued expenses 269,756 ( 2,935,920 ) Operating lease liability 5,866 — Net cash used in operating activities ( 8,269,581 ) ( 18,321,276 ) Cash flows from investing activities: Purchase of property and equipment — ( 19,171 ) Net cash used in investing activities — ( 19,171 ) Cash flows from financing activities: Proceeds from the May 2025 Public Offering, net 3,388,244 — Proceeds from Class H Pre-Funded Warrants exercises 297 — Proceeds from the Class H Common Stock Warrants exercises 363,000 — Proceeds from Warrant Inducement exercises, net 8,719,353 3,501,276 Proceeds from the February 2024 Public Offering, net — 5,417,053 Proceeds from the Class D Common Stock Warrants exercises — 241,390 Proceeds from Class D Pre-Funded Warrants exercises — 127 Proceeds from the Class E Common Stock Warrants exercises — 3,687,918 Net cash provided by financing activities 12,470,894 12,847,764 Net increase (decrease) in cash and cash equivalents 4,201,313 ( 5,492,683 ) Cash and cash equivalents at beginning of period 6,499,018 11,991,701 Cash and cash equivalents at end of period $ 10,700,331 $ 6,499,018 Supplemental disclosure of non-cash investing and financing activities: Alternative cashless exercises of Class F Common Stock Warrants $ 4,104,680 $ — Fair Value of Class H Common Stock Warrants in connection with the May 2025 Public Offering $ 11,546,080 $ — Fair Value of Class I Common Stock Warrants in connection with the Class H Warrant Inducement $ 23,686,845 $ — Incremental fair value of the Class H Common Stock Warrants in connection with the Class H Warrant Inducement $ 91,455 $ — Deemed dividend for exercise price reductions of warrants $ 5,951,528 $ — Operating lease right-of-use asset exchanged for lease liability $ 740,918 $ — Fair Value of Class G Common Stock Warrants $ — $ 2,066,429 Fair Value of Class F Common Stock Warrants $ — $ 4,104,680 Fair Value of Class E Common Stock Warrants in connection with the Class D Warrant Inducement $ — $ 4,887,683 Incremental fair value of the Class D Common Stock Warrants in connection with the Class D Warrant Inducement $ — $ 939,679 Equity issuance costs in connection with the Class D Warrant Inducement included in accounts payable $ — $ 25,968 Fair Value of Class D Common Stock Warrants in connection with the February 2024 Public Offering $ — $ 6,269,684 Alternative cashless exercise of Class C Common Stock Warrants $ — $ 57,589 See accompanying notes to the consolidated financial statements. F- 7 REVELATION BIOSCIENCES, INC. No tes to the Consolidated Financial Statements 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiary, referred to as “we,” us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We have multiple ongoing programs to evaluate Gemini, including GEM-AKI as a prevention for acute kidney injury (“AKI”) and GEM-CKD as a treatment for chronic kidney disease (“CKD”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California. The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively. Reverse Stock Splits On January 28, 2026, the Company effected a reverse stock split of its common stock with a ratio of 1-for-4 (the “2026 Reverse Split”). As a result of the 2026 Reverse Split, every 4 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2026 Reverse Split; any fractional shares were rounded up to the nearest whole share. All share numbers included herein have been retroactively adjusted to reflect the 2026 Reverse Split. On July 7, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-3 (the “July 2025 Reverse Split”). As a result of the July 2025 Reverse Split, every 3 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock. No fractional shares were outstanding following the July 2025 Reverse Split; any fractional shares were rounded up to the next whole share. All share numbers included herein have been retroactively a djusted to reflect the July 2025 Reverse Split. On January 28, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-16 (the “January 2025 Reverse Split”). As a result of the January 2025 Reverse Split, every 16 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the January 2025 Reverse Split; any fractional shares were rounded down to the nearest whole share. All share numbers included herein have been retroactively adjusted to reflect the January 2025 Reverse Split. On January 25, 2024, the Company effected a reverse stock split of its common stock with a ratio of 1-for-30 (the “2024 Reverse Split”). As a result of the 2024 Reverse Split, every 30 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2024 Reverse Split; any fractional shares were rounded up to the nearest whole share. All share numbers included herein have been retroactively a djusted to reflect the 2024 Reverse Split. In connection with each of the reverse stock splits described above, proportionate adjustments were made to all of the then outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plan were proportionately adjusted. F- 8 Liquidity and Capital Resources Going Concern The Company has incurred recurring losses since its inception, including a net loss of $ 8.9 million for the year ended December 31, 2025. As of December 31, 2025, the Company had an accumulated deficit of $ 49.4 million, a stockholders’ equity of $ 8.9 million and available cash and cash equivalents of $ 10.7 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for the Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance, which includes $ 10.7 million as of December 31, 2025, combined with approxi mately $ 6.7 million i n net proceeds received in January 2026 in connection with a warrant inducement transaction (see Note 12), will be sufficient to sustain operations within one-year after the date that the Company’s audited financial statements for December 31, 2025 were issued, which raises substantial doubt about its ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The audited consolidated financial statements for December 31, 2025, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Basis of Presentation The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified to conform with the current period presentation format. These reclassifications had no effect on our total assets, total liabilities, or net loss. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimat es and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. F- 9 Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. The Company has elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services). Payments made prior to the receipt of goods or services to be used for research and development expense are capitalized until the goods or services are received. The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others. Some of these contractors bill monthly based on actual services performed. Other contractors bill periodically based upon achieving certain contractual milestones. For the contractors that bill periodically, the Company accrues the expenses as goods or services are used or rendered. Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial. Upfront costs, such as costs associated with setting up clinical trial sites for participation in the trials, are expensed immediately once incurred as research and development expenses. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expenses in the consolidated statements of operations. Stock-based Compensation The Company recognizes stock-based compensation expense related to stock options, third-party warrants, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historical volatility, term, risk-free rate, and future dividends. The fair value of RSAs and RSUs is determined based on the Company’s stock price on the date of grant. The grant date fair value of the stock-based awards, which may have graded vesting, is recognized using the straight-line method over the requi site service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. F- 10 Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these assets and liabilities. Th e Company has determined that the measurement of the fair value of the Class C Common Stock Warrants is a Level 3 fair value measurement, for which the Company has historically valued using a Monte-Carlo simulation model for valuation. As of December 31, 2025 and 2024, the Company determined that the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balance sheets, is insignificant. Warrants The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and revalued at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the consolidated statements of operations. Common stock warrants that meet all the criteria for equity classification are recorded as a component of additional paid-in capital. Basic and Diluted Net Loss per Share The Company follows the guidance in ASC 260, Earnings per Share (“ASC 260”), which establishes standards regarding the computation of earnings per share. Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common share equivalents are anti-dilutive and are therefore excluded. The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and excludes shares of restricted stock that are issued but unvested. F- 11 The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows: December 31, 2025 December 31, 2024 Common stock warrants 4,338,773 80,040 Stock options 3 5 Total potentially dilutive securities 4,338,776 80,045 Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision m aker, which is the Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance (see Note 11 f or further information). Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740)–Improvements to Income Tax Disclosures (“ASU 2023-09”) . The new standard requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The Company adopted this ASU during the year ended December 31, 2025 on a prospective basis. See Note 10. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) . ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. 3. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2025 December 31, 2024 Deposit on lab equipment $ 57,974 $ — Prepaid insurance costs 19,375 17,198 Other prepaid expenses & current assets 33,948 49,501 Total prepaid expenses & other current assets $ 111,297 $ 66,699 F- 12 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2025 December 31, 2024 Lab equipment $ 117,055 $ 151,134 Total property and equipment, gross 117,055 151,134 Accumulated depreciation ( 98,988 ) ( 94,802 ) Total property and equipment, net $ 18,067 $ 56,332 Depreciation expense was $ 27,058 and $ 27,923 for the years ended December 31, 2025 and 2024, respectively. Accrued Expenses Accrued expenses consisted of the following: December 31, 2025 December 31, 2024 Accrued payroll and related expenses $ 1,187,636 $ 835,724 Accrued clinical development costs 78,935 41,203 Accrued professional fees 67,986 67,049 Accrued clinical study expenses 30,999 183,824 Accrued other expenses 32,088 2,246 Total accrued expenses $ 1,397,644 $ 1,130,046 4. Commitments and Contingencies Lease Commitments The Company leases office space located at 4660 La Jolla Village Dr., Suite 100, San Diego, California, through a month-to-month rental agreement, with monthly rent of $ 151 . Beginning in February 2021, the Company leased 2,140 square feet of laboratory space in San Diego, California (the “Lease”). In December 2024, the Company signed an amendment extending the Lease term until February 28, 2025. The base monthly rent was equal to $ 5,350 , and the Company was required to maintain a security deposit of approximately $ 6,000 . The L ease contained customary default provisions, representations, warranties and covenants. In addition to base rent, the Lease required the Company to pay certain taxes, insurance and operating costs relating to the leased premises. In 2024 upon amending the lease agreement, the Company applied the short-term lease exception as the amendment was less than twelve months . The Lease was classified as an operating lease. Subsequent to the expiration of the Lease, the Company began leasing the same space on a month-to-month basis with monthly rent of $ 5,350 per month, through December 31, 2025. In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025. The Oberlin Lease, which is an operating lease, has a non-cancelable term of three years , with one three-year renewal option at fair market value. The exercise of the renewal option is not recognized as part of the right-of-use asset and lease liability, as the Company did not conclude that the exercise of renewal was reasonably certain to occur. The Oberlin Lease requires base monthly rent of approximately $ 33,000 which escalates annually by 3 %, and contains provisions for free rent periods and an allowance for tenant improvements of up to approximately $ 54,000 . In addition to base rent, the Oberlin Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises, which represent variable lease costs. On the lease commencement date, the Company recognized a right-of-use asset and lease liability of approximately $ 741,000 on its consolidated balance sheet. As the Oberlin Lease does not provide an implicit rate, the Company used its incremental borrowing rate of 9.5 %, which was determined using a set of peer companies’ incremental borrowing rates. As of December 31, 2025, the remaining lease term of the Oberlin Lease was 2.9 years. F- 13 A summary of total lease costs relating to the Company’s leases is as follows: December 31, 2025 December 31, 2024 Operating lease cost $ 24,496 $ — Short-term lease cost 64,200 64,200 Variable lease cost 33,595 36,629 Total lease cost $ 122,291 $ 100,829 Future minimum lease payments under the Oberlin Lease as of December 31, 2025 is as follows: Year Ended December 31, Amount 2026 $ 93,052 2027 406,220 2028 382,583 Total lease payments $ 881,855 Less interest ( 135,071 ) Total lease liability 746,784 Current portion of lease liability 23,013 Lease liability, net of current portion $ 723,771 Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation. 5. Financings February 2024 Public Offering On February 5, 2024, the Company closed a public offering of 670 shares of its common stock, 6,441 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 14,219 shares of common stock with an initial exercise price of $ 869.76 , which expire on February 5, 2029 (the “Class D Common Stock Warrants”). Net cash proceeds to the Company from the offering were $ 5.4 million and issuance costs were $ 0.8 million, including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. D uring 2024, all of the Class D Pre-Funded Warrants, and certain of the Class D Common Stock Warrants were exercised. See additional discussion below under Class D Warrant Inducement and Common Stock Issuances during the year ended December 31, 2024. Also, see Note 9 for additional information regarding the Class D Common Stock Warrants. Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the February 2024 Public Offering. The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the public offering, totaling $ 0.5 million of issuance costs. F- 14 Class D Warrant Inducement On August 21, 2024, the Company entered into warrant exercise inducement offer letters (the “Class D Warrant Inducement”) with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 13,271 shares of its common stock, at a reduced exercise price of $ 288.00 per share. In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the Class D Warrant Inducement, the Company paid Roth a cash fee of approximately $ 0.3 million for its services. The Company received net cash proceeds of approximately $ 3.5 million, net of issuance costs of $ 0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants issued in the private placement were registered on Form S-3 (File No. 333-281909) with the SEC and declared effective on September 12, 2024. In addition, see Note 9 for additional information regarding the Class E Common Stock Warrants. The Class D Warrant Inducement, which resulted in the issuance of the Class E Common Stock Warrants in exchange for the cash exercise of the Class D Common Stock Warrants and a reduction of the Class D Common Stock Warrants exercise price, was considered a warrant modification under the guidance of ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). In addition, the warrant modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the warrant modification was to induce the holders of the Class D Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class D Common Stock Warrants, which raised equity capital and generated net proceeds for the Company . As the Class D Common Stock Warrants and the Class E Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 0.9 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class D Common Stock Warrants immediately before and after the warrant modification (see Note 9). Class E Warrant Inducement On December 3, 2024, the Company entered into warrant exercise inducement offer letters (the “Class E Warrant Inducement”) with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 21,167 shares of common stock with an exercise price of $ 192.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 21,168 shares of its common stock and Class G Common Stock Warrants exercisable fo r 31,751 sha res of its common stock. The Class E Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class E Warrant Inducement, the Company agreed to pay Roth a cash fee of $ 0.3 million for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $ 3.7 million, net of issuance costs of $ 0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No. 333-281909), which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and the Class G Common Stock Warrants issued in the private placement were registered on Form S-3 (File No. 333-283764), which was declared effective on December 20, 2024. See Note 9 for additional information regarding the Class F Common Stock Warrants and the Class G Common Stock Warrants. The Class E Warrant Inducement, which resulted in the issuance of the Class F Common Stock Warrants and the Class G Common Stock Warrants in exchange for the cash exercise of the Class E Common Stock Warrants, was considered a warrant modification under the guidance of ASC 815-40. In addition, the warrant modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the warrant modification was to induce the holders of the Class E Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class E Common Stock Warrants, which raised equity capital and generated net proceeds for the Company . As the Class E Common Stock Warrants, the Class F Common Stock Warrants, and Class G Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 6.2 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class E Common Stock Warrants immediately before and after the warrant modification (see Note 9). F- 15 2025 Public Offering On May 29, 2025, the Company closed a public offering of 56,250 shares of its common stock, 247,084 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.0012 which did not have an expiration date (the “Class H Pre-Funded Warrants”) and 14,560,000 warrants to purchase 1,213,334 shares of common stock with an initial exercise price of $ 13.20 which expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $ 13.20 per share of common stock and associated Class H Common Stock Warrants, or $ 13.19 per Class H Pre-Funded Warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $ 3.4 million. The shares of common stock issued, the shares of common stock underlying the Class H Pre-Funded Warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025. D uring 2025 all of the Class H Pre-Funded Warrants and certain of the Class H Common Stock Warrants were exercised. See additional discussion below under Class H Warrant Inducement and Common Stock Issuances during the year ended December 31, 2025. See Note 9 for additional information regarding the Class H Common Stock Warrants. Roth was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $ 0.3 million. The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with ASC 260 , the Company recorded a deemed dividend of approximately $ 3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9). Class H Warrant Inducement On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 1,088,750 shares of its common stock, at an exercise price of $ 6.60 per share. In exchange, the Company agreed to issue 3,266,250 Class I Common Stock Warrants. The Class H Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class H Warrant Inducement, the Company paid Roth a ca sh fee of approximately $ 0.8 million for its service s. The Company received net cash proceeds of approxim ately $ 8.7 m illion, which is net of issuance costs of approxima tely $ 0.9 million. The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025. See Note 9 for additional information regarding the Class I Common Stock Warrants. The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40 . The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 0.1 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class H Common Stock Warrants immediately before and after the warrant modification (see Note 9). Upon close of the transaction, the Company issued 230,750 of the 1,088,751 shares of common stock that were issuable upon exercise of the Class H Warrants. Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 858,001 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. During 2025, 669,834 of these abeyance shares were issued and 188,167 shares remain held in abeyance as of December 31, 2025. The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $ 2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9). F- 16 6. Preferred Stock The Company is authorized under its articles of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding. 7. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $ 0.001 per share. Common Stock Issuances during the year ended December 31, 2024 On January 29, 2024, the Company issued 18 shares of common stock for alternative cashless exercises of Class C Common Stock Warrants. On February 5, 2024, the Company issued 670 shares of its common stock in connection with the February 2024 Public Offering. The Company received net cash proceeds of $ 5.4 million. In February 2024, the Company issued 6,441 shares of common stock in connection the cash exercise of the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering, for cash proceeds of $ 127 . O n June 11, 2024, the Company issued 55 shares of its common stock to a third party consultant for services provided totaling $ 25,000 . On August 22, 2024, the Company issued 526 shares of common stock for a cash exercise of Class D Common Stock Warrants for which the Company received total net cash proceeds of $ 0.2 million. During August and September 2024, the Company issued 13,271 shares of common stock in connection with the Class D Warrant Inducement for net cash proceeds of $ 3.5 million (see Note 5). During December 2024, in connection with the Class E Warrant Inducement, the Company issued an aggregate of 21,174 shares of common stock for net cash proceeds of $ 3.7 million (see Note 5). Common Stock Issuance during the year ended December 31, 2025 During 2025 the Company issued 42,336 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants. During 2025 the Company issued 252,937 shares of common stock for RSA grants to employees, directors, and a consultant. On May 29, 2025, the Company issued 56,250 shares of common stock in connection with the May 2025 Public Offering, for which the Company received net cash proceeds of $ 3.4 million. Between May 29, 2025 and June 3, 2025 the Company issued 247,084 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering for cash proceeds of $ 297 . During July 2025, the Company issued 41,250 shares of common stock for cash exercises of Class H Common Stock Warrants, for which the Company received net proceeds of $ 363,000 . The Company received net cash proceeds of $ 8.7 million, which is net of $ 0.9 million of issuance costs, in connection with the Class H Warrant Inducement, in which an aggregate of 1,088,751 shares of common stock will be issued. As of December 31, 2025, 900,584 of these shares were issued and the remaining 188,167 shares are being held in abeyance (see Note 5). As of December 31, 2025 and December 31, 2024 , 1,583,969 and 43,526 shares of common stock were issued and outstanding, respectively. As of December 31, 2025 , no cash dividends have been declared or paid. F- 17 The total shares of common stock reserved for issuance as of December 31, 2025 and 2024 are summarized as follows: December 31, 2025 December 31, 2024 Public Warrants 53 53 Class A Common Stock Warrants 13 13 Class A Common Stock Placement Agent Warrants 2 2 Class B Common Stock Warrants 42 42 Class B Common Stock Placement Agent Warrants 3 3 Class C Common Stock Warrants 41 41 Class D Common Stock Warrants 422 422 Class E Common Stock Warrants 5,376 5,376 Class F Common Stock Warrants — 42,336 Class G Common Stock Warrants 983,236 31,751 Class H Common Stock Warrants (1) 271,501 — Class I Common Stock Warrants 3,266,250 — Rollover Warrants 1 1 Rollover RSU awards outstanding — 2 Stock options outstanding 3 5 Shares reserved for issuance 4,526,943 80,047 Shares available for future stock grants under the 2021 Equity Incentive Plan 323,208 846 Total common stock reserved for issuance 4,850,151 80,893 (1) Includes 188,167 shares of common stock issuable in connection with the Class H Warrant Inducement that were held in abeyance as of December 31, 2025. 8. Stock-Based Compensation 2021 Equity Incentive Plan In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, within one or within four years and have a term of 10 years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10 % of the aggregate num ber of fully diluted shares of our common stock from the first day of the preceding fiscal quarter to the first day of the current fiscal quarter or such lesser number as determined by our board of directors (the “Evergreen Feature”). As of December 31, 2025, the number of shares of common stock approved for issuance under the 2021 Plan is 576,148 shares. Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100 % of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110 % of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date. As of December 31, 2025, there were 323,208 shares available for future grants under the 2021 Plan. Restricted Stock Units As of December 31, 2024 , the Company had a total of 2 Rollover restricted stock unit (“RSU”) awards for shares of common stock outstanding. During 2025, the Company issued 2 shares of common stock for 2 Rollover RSUs. As of December 31, 2025, there are no Rollover RSU awards outstanding. Restricted Stock Awards On February 11, 2025, there were 4,888 RSAs granted to employees and the Board of Directors, which had a fair value of $ 0.2 million b ased on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 4,813 shares fully vested on the date of grant and the remaining 75 shares ve sting on February 11, 2026 . F- 18 On October 28, 2025, there were 248,049 RSAs granted to employees, the Board of Directors, and a consultant, which had a fair value of $ 1.3 million b ased on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 199,215 shares vesting quarterly over one year, and the remaining 48,834 shares ve sting on January 28, 2026 . The activity related to RSAs during the year ended December 31, 2025 is summarized as follows: Number of Shares Weighted-Average Grant Date Fair Value Nonvested at December 31, 2024 — $ — Granted 252,937 6.15 Forfeited / cancelled — — Vested ( 4,813 ) 46.44 Nonvested at December 31, 2025 248,124 $ 5.29 Stock Options The Company has granted stock options in prior years, all of which are fully vested as of December 31, 2025 and 2024. There were no stock options granted during 2025 and 2024 and there were 2 stock options cancelled during 2025. As of December 31, 2025 and 2024, the Company had 3 and 5 stock options outstanding and exercisable, respectively, which have an exercise price of $ 6,684 . As of December 31, 2025, the weighted average remaining contractual term of the outstanding options is 7.3 years. There was no unrecognized compensation expense related to the outstanding stock options as of December 31, 2025. Stock-Based Compensation Expense For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense for the periods indicated as follows: Year Ended December 31, 2025 2024 General and administrative: RSA awards $ 436,584 $ — RSU awards - 97,077 Stock options - 58,857 General and administrative stock-based compensation expense 436,584 155,934 Research and development: RSA awards 158,784 — RSU awards - 7,759 Stock options - 5,157 Research and development stock-based compensation expense 158,784 12,916 Total stock-based compensation expense $ 595,368 $ 168,850 As of December 31, 2025, there was approximately $ 1.0 million of unrecognized stock-based compensation expense related to RSA grants, which is expected to be recognized over a weighted-average period of 0.77 years. 9. Warrants Class C Common Stock Warrants As of December 31, 2025, the Company has 232,360 outstanding Class C Common Stock Warrants to purchase up to 41 shares of common stock with an exercise price of $ 6.20 , which expire on February 14, 2028 . The Class C Common Stock Warrants, which were issued in 2023, are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. As of December 31, 2025 and 2024, the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balances sheets, was insignificant. F- 19 Class D Common Stock Warrants As of December 31, 2025, the Company had Class D Common Stock Warrants outstanding to purchase up to 422 shares of common stoc k with an exercise price of $ 6.20 , which were issued in connection with the February 2024 Public Offering (see Note 5). The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on February 5, 2029. The Class D Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 6.3 million and included in the issuance costs of the offering. The fair value of the Class D Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 100 % Expected term (years) 5.00 Risk-free interest rate 4.20 % Expected dividend yield 0.0 % As a result of exercise price adjustments triggered by the rev erse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $ 192.00 to $ 45.12 . The exercise price was further reset to $ 13.20 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5). Additionally, the exercise price was reset to $ 8.80 as a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, and then reset to $ 6.20 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5). During 2024, the exercise price of the Class D Common Stock Warrants was reset as a result of common stock issued to a third party consultant in June 2024 from $ 869.76 to $ 458.88 and then again by the Class D Warrant Inducement in August 2024 from $ 458.88 to $ 192.00 . The impact of the down-round triggers for the Class D Common Stock Warrants during 2025 and 2024 were not significant to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024. Class E Common Stock Warrants On August 22, 2024, in connection with the Class D Warrant Inducement (see Note 5), the Company issued Class E Common Stock Warrants to purchas e up to 26,543 shares of common stock at an exercise price of $ 192.00 per share. The Class E Common Stock Warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right, and expire on August 22, 2029 . The Class E Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 4.9 million and included in the issuance costs of the warrant inducement. The fair value of the Class E Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 95 % Expected term (years) 5.00 Risk-free interest rate 3.77 % Expected dividend yield 0.0 % In connection with the Class E Warrant Inducement (see Note 5), 21,167 of the Class E Common Stock Warrants were exercised. As of December 31, 2025, there are 5,376 Class E Common Stock Warrants outstanding to purchase 5,376 shares of common stock. Class F Common Stock Warrants On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class F Common Stock Warrants to purchase up to 21,168 shares of common stock at an initial exercise price of $ 192.00 per share. The Class F Common Stock Warrants were exercisable for a period of two years from January 17, 2025 , which was the date of stockholder approval. The Class F Warrants had an alternative cashless exercise provision that allowed the holder to receive two shares of common stock without payment of the exercise price. The Class F Common Stock Warrants, which were classified as equity instruments, were valued on the issuance date based on the alternative cashless exercise provision at $ 4.1 million, which was included in the issuance costs of the Class E Warrant Inducement. During the year ended December 31, 2025, the Company received alternative cashless exercise notices for all of its Class F Common Stock Warrants, resulting in the issuance of 42,336 shares of common stock. As of December 31, 2025, there are no Class F Common Stock Warrants outstanding. F- 20 Class G Common Stock Warrants On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class G Common Stock Warrants to purchase up to 31,751 shares of common stock at an initial exercise price of $ 192.00 per share. The Class G Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily volume weighted average price (“VWAP”) during the period commencing five trading days preceding the event and ending after five trading days commencing on the date of the event is less than the exercise price of the Class G Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. Upon any adjustment to the exercise price of the Class G Common Stock Warrants, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate proceeds will remain unchanged. The Class G Common Stock Warrants are exercisable for a period of five years from January 17, 2025 , which was the date of stockhold er approval. The Class G Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 2.1 million, which was included in the issuance costs of the Class E Warrant Inducement. The fair value of the Class G Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the followi ng assumptions: Volatility 100 % Expected term (years) 5.00 Risk-free interest rate 4.38 % Expected dividend yield 0.0 % The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $ 192.00 to $ 45.12 and a simultaneous increase in the number of shares issuable upon exercise from 31,751 shares to 135,122 shares. On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $ 13.20 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 461,818 shares. The Company recorded a related deemed dividend of approximately $ 3.2 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 45.12 per share and an exercise price of $ 13.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet. The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $ 45.12 per share and $ 13.20 per share were $ 8.48 per warrant share and $ 9.36 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 148 % Expected term (years) 4.64 Risk-free interest rate 4.00 % Expected dividend yield 0.0 % As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $ 8.80 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 461,818 shares to 692,735 shares. On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $ 6.20 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 983,236 shares. The Company recorded a related deemed dividend of approximately $ 2.8 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 8.80 per share and an exercise price of $ 6.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet. The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $ 8.80 per share and $ 6.20 per share were $ 8.96 per warrant share and $ 9.12 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions: F- 21 Volatility 155 % Expected term (years) 4.36 Risk-free interest rate 3.53 % Expected dividend yield 0.0 % Class H Common Stock Warrants On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 1,213,334 shares of common stock at an initial exercise price of $ 13.20 per share. The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class H Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class H Common Stock Warrants are exercisable for a period of five years from June 23, 2025 , which was the date of shareholder approval. The Class H Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 11.5 million, which was included in the issuance costs of the offering. The fair value of the Class H Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 148 % Expected term (years) 5.00 Risk-free interest rate 4.00 % Expected dividend yield 0.0 % As a result of exercise price adjustments triggered by the rev erse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset to $ 8.80 . On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $ 6.20 per warrant. The Company recorded a related deemed dividend of approximately $ 13,000 during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 8.80 per share and an exercise price of $ 6.20 per share, which resulted in a fair value of $ 8.96 per warrant share and $ 9.12 per warrant share, respectively. As of December 31, 2025, there are 1,000,000 Class H Common Stock Warrants outstanding to purchase 83,334 shares of common stock. Class I Common Stock Warrants On September 11, 2025, in connection with the Class H Warrant Inducement (see Note 5), the Company issued 3,266,250 Class I Common Stock Warrants to purchase up to 3,266,250 shares of common stock at an initial exercise price of $ 8.80 per share. The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class I Common Stock Warrants are exercisable for a period of five years from the date of shareholder approval. The Class I Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 23.7 million, which was included in the issuance costs of the Class H Warrant Inducement. The fair value of the Class I Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the follo wing assumptions: Volatility 148 % Expected term (years) 5.00 Risk-free interest rate 3.59 % Expected dividend yield 0.0 % As of December 31, 2025, there are 3,266,250 Class I Common Stock Warrants outstanding to purchase 3,266,250 shares of common stock. Subsequent to December 31, 2025, 2,136,251 of these warrants were exercised in connection with the January 2026 Warrant Inducement (see Note 12). F- 22 10. Income Taxes The Company did no t record a provision for income taxes for the years ended December 31, 2025 and December 31, 2024 due to a full valuation allowance against its deferred tax assets. In 2025 and 2024, all of the Company’s net losses were generated in the United States. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2025 is as follows: Year Ended December 31, 2025 Federal tax statutory rate $ ( 1,871,866 ) 21.0 % State and local income tax, net of federal income tax effect — — Tax credits ( 233,792 ) 2.6 Change in valuation allowance 1,918,597 ( 21.5 ) Other: Tax effect of equity instrument cancellations 185,153 ( 2.1 ) Non-taxable change in fair value of warrant liability 1,908 - Effective tax rate $ — — % The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2024 is as follows: Year Ended December 31, 2024 Federal tax statutory rate 21.0 % State tax, net of federal benefit 7.2 Non-taxable change in fair value of warrant liability 0.2 Research and development credits 0.5 Change in valuation allowance ( 28.9 ) Effective tax rate — % Significant components of the Company’s deferred tax assets are as follows: Year Ended December 31, 2025 2024 Net operating loss carryforwards $ 14,378,580 $ 10,949,394 Research and development credits 780,109 446,160 Capitalized research and development costs 1,028,069 2,122,632 Capitalized start-up costs 923,170 922,340 Other, net 451,237 478,830 Total gross deferred tax assets 17,561,165 14,919,356 Valuation allowance ( 17,561,165 ) ( 14,919,356 ) Net deferred tax assets $ — $ — As of December 31, 2025 and 2024, a full valuation allowance of approximately $ 17.6 million and $ 14.9 million , respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $ 2.6 million and $ 4.4 million in 2025 and 2024, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards. F- 23 As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $ 49.8 million and $ 57.3 million, respectively. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $ 36.4 million and $ 48.5 million , respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026 . The Company had estimated federal research and development credit carryforwards of $ 0.3 million and $ 0.1 million as of December 31, 2025 and 2024 , respectively. The federal research tax credit carryforwards will begin to expire in 2040 . The Company had estimated state research and development credit carryforwards of $ 0.6 million and $ 0.4 million as of December 31, 2025 and 2024, respectively. The California state credits carryforward indefinitely. Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBA did not result in any material adjustments to our total income tax provision for the year ended December 31, 2025. The Company did no t pay any income tax or receive any income tax refunds for either federal or state jurisdictions during the year ended December 31, 2025. No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2025 and 2024. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2025 and 2024 , the Company had no accrued interest or penalties recorded related to uncertain tax positions. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. 1 1. Segment Information ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM” ) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of one reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system. The CODM assesses the performance of the Company and deci des how to allocate resources on a consolidated basis. The Company’s measure of segment profit or loss is consolidated net loss. The measure of segment assets that is reviewed by the CODM is reported within the Consolidated Balance Sheets as consolidated Total ass ets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM: F- 24 Year Ended December 31, 2025 2024 Segment operating expenses: Research and development: GEM-AKI and GEM-CKD clinical study expenses $ ( 2,227,649 ) $ ( 1,681,731 ) Manufacturing expenses — ( 390,022 ) Other program expenses (1) ( 74,812 ) ( 77,679 ) Other expenses (2) ( 168,536 ) ( 172,369 ) Personnel expenses (including stock-based compensation) ( 1,592,860 ) ( 1,227,195 ) General and administrative ( 5,006,957 ) ( 4,426,113 ) Change in fair value of warrant liability 2,158 81,441 Other income (expense), net (3) 155,007 ( 7,144,868 ) Net loss $ ( 8,913,649 ) $ ( 15,038,536 ) (1) Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-CKD. (2) Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs. (3) Other income (expense) net includes interest income from our cash balances in savings accounts and foreign currency transaction gains and losses. In 2024 this also included LifeSci judgment expense, reimbursement of costs, clinical trial related settlement expenses with A-IR Clinical Research Ltd., and deferred underwriting commissions. 12. Subsequent Event 2021 Equity Plan Stock Increase On January 1, 2026, the number of shares of common stock approved to be issued under the 2021 Plan incre ased to 600,953 shares as per the Evergreen Feature in the 2021 Plan. Restricted Stock Units Granted On January 8, 2026, there were an aggregate of 249,779 RSUs granted to employees and members of the Board of Directors. The RSUs were granted from shares available under the 2021 Plan and either vest quarterly over one year from the date of grant or vest quarterly over two years from the grant date. The awards had a fair value of $ 0.9 million, based on the Company’s stock price on the date of grant. In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of 22,500 RSUs. These inducement awards, which were granted outside of the 2021 Plan in accordance with Nasdaq Listing Rule 5635(c)(4), vest over two years in equal quarterly installments subject to the employee’s continued service. The awards had a fair value of $ 0.1 million, based on the Company’s stock price on the date of grant. Class I Warrant Inducement On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $ 8.80 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $ 3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $ 3.44 . The Company received net proceeds of approximately $ 6.7 million from the warrant exercises. Abeyance Shares In January 2026, the remaining 188,167 shares of common stock that were held in abeyance as of December 31, 2025, related to the Class H Warrant Inducement, were released to the holders (see Notes 5 and 9). F- 25 January 2026 Reverse Stock Split On January 28, 2026, the Company effected a 1-for-4 reverse stock split of its common stock. The January 28, 2026 reverse stock split triggered exercise price adjustments for certain of the Company’s outstanding common stock warrants, resulting in an adjustment to the exercise prices of the Class C Common Stock Warrants, Class D Common Stock Warrants, Class G Common Stock Warrants, Class H Common Stock Warrants, and Class I Common Stock Warrants exercise from $ 6.20 to $ 1.78 . The number of shares underlying the Class G Common Stock Warrants was also adjusted from 983,236 shares to 3,424,753 shares. F- 26