What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-03-31 · 1126 added, 1094 removed, 482 unchanged (82% of the section changed)

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Balance Sheets as of December 31, 2024 and 2025 F-3

Statements of Operations for the years ended December 31, 2023 and 2024 F-4

Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2023 and 2024 F-5

Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2025 F-4

Statements of Mezzanine Equity and Stockholders’ (Deficit) Equity for the years ended December 31, 2024 and 2025 F-5

Statements of Cash Flows for the years ended December 31, 2024 and 2025 F-6

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of Independent Registered Public Accounting Firm

To the Audit Committee and Stockholders

To the Board of Directors and Stockholders of

Unicycive Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Unicycive Therapeutics, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations,

stockholders’ deficit, and cash flows for the year ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

We have audited the accompanying balance sheets of Unicycive Therapeutics,

(the “Company”) as of December 31, 2024 and 2025, and the related statements of operations and comprehensive loss, mezzanine

equity and stockholders’ (deficit) equity, and cash flows for each of the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024 and 2025, and the 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.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

We conducted our audits in accordance with the

standards of the PCAOB.

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to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there were no critical audit matters.

We believe that our audits provide a reasonable basis for our opinion.

/s/ GRASSI & CO., CPAs, P.C.

GRASSI & CO., CPAs, P.C.

We have served as the Company’s

auditors since 2023.

We have served as the Company’s auditor

Jericho, New York

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Current assets:

Cash and cash equivalents

Prepaid expenses and other current assets

Marketable securities

Total current assets

Right of use asset, net

Property, plant and equipment, net

Liabilities and stockholders’( deficit) equity

Property and equipment, net

Liabilities and stockholders’

Current liabilities:

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Total current liabilities

Operating lease liability – long term

Operating lease liability –

Total liabilities

Commitments and contingencies (Note 7)

Stockholders’ (deficit) equity:

Series A-2 Prime preferred stock, $ 0.001 par value per share – 43,649 Series A-2 shares authorized at December 31, 2023 and 21,388.01 Series A-2 Prime shares authorized at December 31, 2024;

43,649 Series A-2 shares outstanding at December 31, 2023 and 6,150.21 Series A-2 Prime shares outstanding at December 31, 2024

Series B-2 preferred stock, $ 0.001 par value per share – zero and 7,882 shares authorized at December 31, 2023 and December 31, 2024, respectively;

zero and 3,000 shares outstanding at December 31, 2023 and December 31, 2024, respectively

Preferred stock:

$ 0.001 par value per share— 9,926,161 and 9,846,891 shares authorized at December 31, 2023 and December 31, 2024, respectively;

Stockholders’ equity:

Series A-2 Prime preferred stock, $ 0.001 par value per share – 21,388.01 Series A-2 Prime shares authorized at December 31, 2024, and December 31, 2025;

6,150.21 and 2,265 Series A-2 Prime shares issued and outstanding at December 31, 2024, and December 31, 2025, respectively

Series B-2 preferred stock, $ 0.001 par value per share – 50,000 Series B-2 shares authorized at December 31, 2024, and December 31, 2025;

3,000 and zero Series B-2 shares issued and outstanding at December 31, 2024, and December 31, 2025, respectively

Preferred stock, $ 0.001 par value per share— 10,000,000 shares authorized at December 31, 2024, and December 30, 2025;

zero shares issued and outstanding at December 31, 2024, and December 31, 2025

Common stock, $ 0.001 par value per share – 200,000,000 and 400,000,000 shares authorized at December 31, 2023 and 2024, respectively;

34,756,049 shares issued and outstanding at December 31, 2023 and 113,842,364 issued and outstanding at December 31, 2024

Common stock, $ 0.001 par value per share – 400,000,000 shares authorized at December 31, 2024, and December 31, 2025;

11,384,236 and 22,114,245 shares issued and outstanding at December 31, 2024, and December 31, 2025, respectively

Accumulated other comprehensive loss

Additional paid-in capital

Accumulated deficit

Total stockholders’(deficit) equity

Total liabilities and stockholders’ (deficit) equity

Total stockholders’ equity

Total liabilities and stockholders’

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Operations

Statements of Operations and Comprehensive

(In thousands, except for share and per share

Licensing revenues

Operating expenses:

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Interest expense

Change in fair value of warrants

Change in fair value of warrant liability

Total other income (expenses)

Deemed dividend to Series A-1 preferred stockholders

Dividends on Series B-1 Preferred Stock

Other comprehensive loss:

Unrealized loss on marketable securities, net

Net comprehensive loss

Dividend to Series B-1 preferred stockholders

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average shares outstanding used in computing net loss per share, basic and diluted

Weighted-average shares outstanding used in computing net loss per share, basic

See accompanying notes to the financial statements

Unicycive Therapeutics, Inc.

Statements of Stockholders’ (Deficit)

(in thousands, except share amounts)

Unicycive Therapeutics,

Statements of Mezzanine

Equity and Stockholders’ (Deficit) Equity

(In thousands, except

share amounts)

Series A-2 Prime

Preferred Stock

Stockholders’

Preferred Stock

December 31, 2022

Issuance of Series A-1 preferred

stock, net of issuance costs and allocated fair value of warrant liability

Deemed dividends on Series

A-1 preferred stock

Issuance of Series A-2 preferred

stock and common stock upon conversion of Series A-1 preferred stock

Issuance of common stock for

exercise of options

compensation expense

Balance at December

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stock for Series A-2 Prime preferred stock

Conversion of Series A-2 Prime

preferred stock into common stock

Conversion of Series A-2

Prime preferred stock into common stock

( 15,237.80 )

Issuance of Series B-2 preferred

stock and common stock upon conversion of Series B-1 preferred stock

Conversion of Series B-2 preferred

stock into common stock

Issuance of common stock for

cash, net of issuance costs

Issuance of common stock for

exercise of options

Conversion of Series B-2

preferred stock into common stock

Issuance of common stock

for cash, net of issuance costs

Issuance of common stock

for exercise of options

compensation expense

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$ ( 101,270 )

Series A-2 Prime

Preferred Stock

Comprehensive

Stockholders’

Balance at December

$ ( 101,270 )

Issuance of Series A-3 preferred

stock upon exercise of warrants

Conversion of Series A-2

Prime preferred stock into common stock

Conversion of Series B-2

preferred stock into common stock

Conversion of Series A-3

preferred stock into common stock

Issuance of common stock

for vested restricted stock units

Issuance of common stock

for cash, net of issuance costs

loss on available-for-sale securities, net

Reverse split share adjustment

compensation expense

at December 31, 2025

$ ( 127,825 )

See accompanying notes to the financial statements

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Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating

Depreciation expense

G&A expense for issuance of common stock

Stock-based compensation expense

Amortization of operating lease right of use asset

Change in fair value of warrant liability

Amortization of operating lease right of use asset

Changes in assets and liabilities:

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Cash flows from investing activities

Purchases of property, plant and equipment

Purchases of marketable securities

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities

Payments on financed insurance policies

Gross Proceeds from Secondary Offerings

Gross proceeds from secondary public offering

Commissions paid on secondary public offering

Deferred cost of at the market offering

Proceeds from issuance of Series A-1 preferred stock and warrants

Issuance costs related to Series A-1 preferred stock and warrants

Net cash (used in) provided by financing activities

Net (decrease) increase in cash

Cash at the beginning of the period

Cash at the end of the period

Payments on financed insurance policies

Issuance costs related to issuance of Series B-1 preferred

Proceeds from issuance of Series B-1 preferred stock

Proceeds from exercise of warrants

Dividends on preferred stock

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the

beginning of the period

Cash and cash equivalents at the

end of the period

Supplemental cash flow information

Deferred preclinical charges included in prepaid expenses and other current assets

Deferred insurance charges included in prepaid expenses and other current assets

Issuance of Series A-2 preferred stock and common stock upon conversion of Series A-1 preferred stock

Issuance of Series B-2 preferred stock and common stock upon conversion of Series B-1 preferred stock

Accrued dividends on preferred stock

Fair value of warrants issued in connection with the issuance of preferred stock

Issuance of Series B-2 preferred stock and common stock

upon conversion of Series B-1 preferred stock

Deferred insurance charges included in prepaid expenses

and other current assets

Cash paid for interest

Cash paid for income taxes

See accompanying notes to the financial statements

Notes to the Financial Statements

Unicycive Therapeutics,

Notes to the Financial

Organization and Description of Business

Unicycive Therapeutics, Inc.

(“the Company”)

was incorporated in the State of Delaware on August 18, 2016 .

The Company was dormant until July 2017 when it began evaluating several

drug candidates for in-licensing.

“the Company”) was incorporated in the State of Delaware on August 18, 2016 .

The Company in-licensed the drug candidate UNI

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Ltd, a Singapore-based corporation, (“Sphaera”) (Note 4).

UNI 494 is a pro-drug of Nicorandil

UNI 494 is a pro-drug of Nicorandill

that is being developed as a treatment for acute kidney injury.

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drug candidate, Renazorb RZB 012 and its trademark, RENALAN, and various patents from Spectrum Pharmaceuticals, Inc.

Renazorb (“Oxylanthanum Carbonate”) is being developed for the treatment of hyperphosphatemia in patients with Chronic

Kidney Disease (“CKD”).

The Company continues to evaluate the licensing

of additional technologies and drugs, targeting orphan diseases and other renal, liver, and other metabolic diseases affecting fibrosis

and inflammation.

Renazorb (“oxylanthanum carbonate”) is being developed for the treatment of hyperphosphatemia in patients with

Chronic Kidney Disease (“CKD”).

The Company continues

to evaluate the licensing of additional technologies and drugs in order to pursue development, regulatory approval, and

commercialization of those products in global markets.

The Company is subject to risks and uncertainties

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negative cash flows from operations since inception and expects to continue to incur negative cash flows from operations in the future.

As the Company increases its research and development activities, the operating losses are expected to increase.

As the Company continues its drug development activities, the operating losses are expected to increase.

The Company has historically

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other commercial planning.

On March 3, 2023, the Company entered into a securities

purchase agreement with certain healthcare-focused institutional investors that may provide up to $ 130.0 million in gross proceeds through

a private placement and that included initial upfront funding of $ 28.0 million in net proceeds.

On March 3, 2023, the Company entered into a

securities purchase agreement with certain healthcare-focused institutional investors that may provide up to $ 130.0 million in gross

proceeds through a private placement and that included initial upfront funding of $ 30.0 million in gross proceeds.

On March 13, 2024, the Company entered into a

securities purchase agreement with certain healthcare-focused institutional investors to provide $ 50 million in gross proceeds through

a private placement.

Pursuant to the securities purchase agreement, the Company issued institutional purchasers $ 50.0 million in shares

Pursuant to the securities purchase agreement, the Company issued institutional investors $ 50 million in shares

of Series B Convertible Preferred Stock.

The Company received $ 46.2 million in net proceeds (net of issuance costs).

The Company received $ 46.2 million in net proceeds.

On November 13, 2024, the Company entered into

a Sales Agreement, with Guggenheim Securities, LLC pursuant to which, the Company may offer and sell shares of our common stock having

an aggregate offering price of up to $ 50.0 million, subject to certain limitations and in accordance with the terms of the Sales Agreement,

from time to time through or to Guggenheim Securities, acting as sales agent or principal.

From November 13, 2024 through December 31,

2024 the Company sold 977,407 shares of common stock at an average price of $ 0.72 per share resulting in aggregate gross proceeds of approximately

$ 0.7 million, for which it paid Guggenheim approximately $ 21,000 in commissions, resulting in net proceeds to the Company of approximately

$ 0.7 million.

a sales agreement, with Guggenheim Securities, LLC as amended by Amendment No.

1 thereto dated November 14, 2025 (as amended, the “Sales

Agreement”) pursuant to which, we may offer and sell shares of common stock having an aggregate offering price of up to $ 100.0

million, subject to certain limitations and in accordance with the terms of the sales agreement, from time to time through or to Guggenheim

Securities, LLC acting as sales agent or principal.

During the year ended December 31, 2025, the

Company sold 9,310,618 shares of common stock pursuant to a sales agreement, with Guggenheim Securities, LLC, at an average price of

$ 5.00 per share and paid $ 1.4 million in commissions, resulting in net proceeds to the Company of approximately $ 45.2 million.

The Company expects to continue incurring losses

in the future and will be required to raise additional capital in the future to complete its planned clinical trials, pursue product development

initiatives and penetrate markets for the sale of its products.

Management believes that the Company will continue to have access to capital

resources through possible equity offerings, debt financing, corporate collaborations, or other means.

There can be no assurance that

the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at all.

If the Company

is unable to secure additional capital, it may be required to curtail any clinical trials and development of new or existing products

and take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its

Based on the Company’s currently anticipated level of expenditures, and after receiving the proceeds from the private

placement in March 2024 and at-the-market public offering in November 2024, the Company believes that it has sufficient resources such

that there is not substantial doubt about the ability to continue operations for at least one year after the date that these financial

statements are available to be issued.

in the future and will be required to raise additional capital in the future to complete its planned clinical trials, pursue product

development initiatives and penetrate markets for the sale of its products.

Management believes that the Company will continue to have

access to capital resources through possible equity offerings, debt financings, corporate collaborations or other means.

no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis or at

If the Company is unable to secure additional capital, it may be required to curtail any clinical trials and development of new

or existing products and take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations

and meet its obligations.

Based on the Company’s currently anticipated level of expenditures, the Company believes that it has

sufficient resources such that there is not substantial doubt about the ability to continue operations for at least one year after the

date that these financial statements are available to be issued.

Summary of Significant Accounting Policies

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could have a material effect on future results of operations and financial position.

Significant items subject to such estimates and assumptions

include stock-based compensation and valuation of warrant liabilities.

Actual results may materially differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).

applies the five-step model in ASC 606 and recognizes revenue from product sales or services rendered when control of the promised goods

or services are transferred to a counterparty in an amount that reflects the consideration to which the Company expects to be entitled

in exchange for those goods and services.

To achieve this core principle, the Company applies the following five steps:

identify the contract

with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price

to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

Significant items subject to such estimates and

assumptions include stock-based compensation, research contract progress estimates, incremental borrowing rate for leases, useful life

for assets, valuation of marketable securities, equity transactions, and the valuation of warrant liabilities.

Actual results may materially

differ from those estimates.

Cash and Cash Equivalents

Highly liquid investments

that are readily convertible to cash and have original maturities of three months or less at the time of acquisition are considered cash

As of December 31, 2025, cash and cash equivalents consist of cash deposited with banks, money market funds, investment

in corporate bonds with original maturities of three months or less, and U.S.

Treasury bills.

As of December 31, 2024, cash and

cash equivalents consist of cash deposited with banks and money market funds.

Marketable Securities

Marketable securities consist of corporate debt

securities with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the

balance sheet date.

The Company classifies its investment in marketable securities as available-for-sale, as the sale of such securities

may be required prior to maturity.

Management determines the appropriate classification of its investments in debt securities at the

time of purchase.

The Company obtains pricing information from its investment manager and generally determines the fair value of investment

securities using standard observable inputs, including reported trades, broker/dealer quotes, and bid and/or offers.

Available-for-sale

securities are carried at fair value, with the unrealized gains and losses reported as accumulated other comprehensive income (loss).The

carrying value of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, the net amount of

which, along with interest and realized gains and losses, is included under other income (expense) in the statements of comprehensive

income (loss).

At each balance sheet date, the Company reviews

its available-for-sale debt securities that are in an unrealized loss position to determine whether the unrealized loss or any potential

credit losses should be recognized in the statements of operations.

For available-for-sale debt securities in an unrealized loss position,

the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before

recovery of its amortized cost basis.

If either of the criteria regarding intent or requirement to sell is met, the security’s

amortized cost basis is written down to fair value through net income (loss).

For available-for-sale securities that do not meet the

above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.

In making this

assessment, the Company considers the severity of the impairment, any changes in interest rates, changes to the underlying credit ratings

and forecasted recovery among other factors.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded

in other income, net through an allowance account.

There have been no impairment or credit losses recognized during any of the periods

Warrant Liability

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Preferred Stock (see Note 9), the Company established a warrant liability as of March 3, 2023, representing the fair value of warrants

that may be issued (and have since been issued – see Note 11), subject to shareholder approval, upon conversion of the Series A-1

Preferred Stock.

The Company accounts for these warrants as liabilities (in accordance with ASC 480, Distinguishing Liabilities from

Equity ) on the balance sheets as a result of certain redemption clauses that are not within the control of the Company.

liability was initially measured at fair value and is remeasured at fair value each reporting period.

Changes in the fair value of the

warrant liability is recognized in earnings during each period.

The warrant liability is measured using Level 3 fair value inputs.

Note 12 for a description of warrant liability and the related valuations.

that may be issued (and have since been issued), subject to shareholder approval, upon conversion of the Series A-1

Preferred Stock which was received on June 26, 2023.

The Company accounts for these warrants as liabilities (in accordance with ASC 480,

Distinguishing Liabilities from Equity ) on the balance sheets as a result of certain redemption clauses that are not within the

control of the Company.

The warrant liability was initially measured at fair value and is remeasured at fair value each reporting period.

Changes in the fair value of the warrant liability are recognized in earnings during each period.

The warrant liability is measured using

Level 3 fair value inputs.

See Note 11 for a description of warrant liability and the related valuations.

Segment Information

The Company reports its segment information to

reflect the manner in which the CODM reviews and assesses performance.

The Company’s Chief Executive Officer has the responsibility

as the CODM to review and assess the performance of the Company as a whole.

reflect the manner in which the Company’s Chief Operating Decision Maker (“CODM”) reviews and assesses performance.

The Company’s Chief Executive Officer has the responsibility as the CODM to review and assess the performance of the Company as

The primary financial measures used by the CODM

to evaluate performance and allocate resources are net income (loss) and operating income (loss).

to evaluate performance and allocate resources are net (loss) income and operating (loss) income.

The CODM uses net income (loss) and

operating income (loss) to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal

operating (loss) income to evaluate the performance of the Company’s ongoing operations and as part of the Company’s internal

planning and forecasting processes.

Information on net income (loss) and operating income (loss) is disclosed in the Statements of Operations.

Information on net (loss) income and operating (loss) income is disclosed in the statements of operations.

Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Statements of Operations.

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Risks and Uncertainties

The Company operates in a dynamic and highly competitive

industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial

position, results of operations, or cash flows:

The Company operates in a dynamic and highly

competitive industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s

future financial position, results of operations, or cash flows:

ability to obtain future financing;

advances and trends in new technologies and industry

advances and trends in new technologies

and industry standards;

results of clinical trials;

regulatory approval and market acceptance of the Company’s products;

development of sales

of sales channels;

certain strategic relationships;

litigation or claims against the Company related to intellectual property, product, regulatory,

or other matters;

litigation or claims against the Company related to intellectual property, product,

regulatory, or other matters;

and the Company’s ability to attract and retain employees necessary to support its growth.

The Company’s general business strategy

may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic

and market conditions.

may be adversely affected by any such economic, volatile business environments and continued unstable or unpredictable economic and market

Any product candidates developed by the Company

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the Company’s current product candidates or any future product candidates will receive the necessary approvals.

If the Company is

denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the Company.

If the Company

is denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the

The Company has expended and will continue to

expend substantial funds to complete the research, development and clinical testing of its product candidates.

The Company also will be

required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution

of products that receive regulatory approval.

The Company also will

be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and

distribution of products that receive regulatory approval.

The Company will require additional funds to commercialize its products.

The Company is

unable to entirely fund these efforts with its current financial resources.

If adequate funds are unavailable on a timely basis from operations

or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development

programs, which would materially and adversely affect its business, financial condition and operations.

Company is unable to entirely fund these efforts with its current financial resources.

If adequate funds are unavailable on a timely

basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more

of its research or development programs, which would materially and adversely affect its business, financial condition and operations.

The Company is dependent upon the services of

its employees, consultants and other third parties.

Property, Plant and Equipment

Property, plant and equipment are recorded at

cost less accumulated depreciation.

Additions, improvements, and major renewals or replacements that substantially extend the useful life

of an asset are capitalized.

Property and Equipment

Property and equipment are

recorded at cost less accumulated depreciation.

Additions, improvements, and major renewals or replacements that substantially extend

the useful life of an asset are capitalized.

Repairs and maintenance expenditures are expensed as incurred.

Depreciation is computed using the straight-line

method over the estimated useful lives of the related assets, which range from three to seven years.

Leasehold improvements are amortized

on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

Depreciation is computed

using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years for lab equipment

and furniture and fixtures.

Leasehold improvements are

amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

Management assesses the carrying value of property

and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is an indication

If there is indication

of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated

fair value at that time.

As of December 31, 2024, management determined there were no impairments of the Company’s property and

If these cash flows are less than the carrying amount of the asset, an impairment charge is recognized in the amount by which the carrying

amount of the asset exceeds the estimated fair value of the asset.

During the years ended December 31, 2024 and 2025, management determined

there were no impairments of the Company’s property and equipment.

The Company determines whether a contract is,

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term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Right-of-use assets

and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease

The Company uses its estimated incremental borrowing rate based on the information available at lease commencement in determining

the present value of unpaid lease payments.

The Company records

the right-of-use asset at the amount of the lease liability plus any prepaid rent, and initial direct costs, less any lease incentives

and accrued rent.

Lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments

over the lease term.

The right-of-use assets are reviewed for impairment whenever events or changes in circumstances exist that indicate

the carrying amount may not be recoverable.

The Company uses its incremental borrowing rate based on the information available at lease

commencement in determining the present value of unpaid lease payments.

Fair Value of Financial Instruments

The Company’s financial instruments include

the warrant liability, cash and cash equivalents, accounts payable and accrued liabilities.

the cash and cash equivalents, investment in marketable securities, accounts payable, accrued liabilities, and warrant liabilities.

Fair value is defined as the price that would

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GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The fair value

hierarchy contains the following levels:

● Level 1 — defined as observable inputs based on unadjusted

quoted prices for identical instruments in active markets;

● Level 2 — defined as inputs other than Level 1 that

are either directly or indirectly observable in the marketplace for identical or similar instruments in markets that are not active;

● Level 3 — defined as unobservable inputs in which little

or no market data exists where valuations are derived from techniques in which one or more significant inputs are unobservable.

The fair value of the warrant liability associated

with the Company’s March 2023 private placement transaction, further described in Note 12, was determined as of March 3, 2023, and

March 31, 2023, by using a Monte Carlo simulation technique (“MCS”) to value the embedded derivatives associated with the

The MCS methodology calculates the theoretical value of a warrant liability based on certain parameters, including:

threshold of exercising the warrants, (ii) the price of the underlying security, (iii) the time to expiration, or expected term, (iv)

the expected volatility of the underlying security, (v) the risk-free rate, (vi) the number of paths, and (vii) estimated probability

assumptions surrounding shareholder approval as well as the achievement by the Company of technical milestones associated with regulatory

The fair value hierarchy

contains the following levels:

Level 1 — defined

as observable inputs based on unadjusted quoted prices for identical instruments in active markets;

Level 2 — defined

as inputs other than Level 1 that are either directly or indirectly observable in the marketplace for identical or similar instruments

in markets that are not active;

Level 3 — defined

as unobservable inputs in which little or no market data exists where valuations are derived from techniques in which one or more

significant inputs are unobservable.

The fair value of the warrant liability is determined

using a Black Scholes model with parameters including (i) the exercise price of the warrants, (ii) the price of the underlying security,

(iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free rate, and

(vi) estimated probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory

and commercial progress.

The MCS valuation model was used for the valuations

performed as of the transaction inception at March 3, 2023 and at March 31, 2023 due to uncertainty in the timing of shareholder approval

and the potential variability in the warrant exercise prices.

On June 26, 2023, the Company held its annual shareholder meeting, and as

a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred Stock was obtained, the

warrants were issued, and the exercise price for the warrants became fixed.

Therefore, as of December 31, 2023, the fair value of the

warrant liability was determined using a Black Scholes model with parameters including (i) the exercise price of the warrants, (ii) the

price of the underlying security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security,

(v) the risk-free rate, and (vi) estimated probability assumptions surrounding the achievement by the Company of technical milestones

associated with regulatory and commercial progress.

These valuation techniques involve management’s

estimates and judgment based on unobservable inputs and are classified in Level 3.

The fair value estimates may not be indicative of the

amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying assumptions

used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease) in the

probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher (lower)

fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will have a directionally

opposite impact on fair value measurement.

The following table summarizes the fair value

hierarchy of financial liabilities measured at fair value as of December 31, 2024 (in thousands).

The fair value estimates may not be indicative of

the amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying

assumptions used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease)

in the probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher

(lower) fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will

have a directionally opposite impact on fair value measurement.

The following tables present the approximate value of assets and liabilities

measured at fair value on a recurring basis within the Company’s balance sheets as of December 31, 2025 by the fair

value hierarchy (in thousands):

Cash and cash equivalents

Total cash and cash equivalents at fair value

Corporate bonds

Total marketable securities at fair value

Refer to Note 3 for disclosures related to cash equivalents and marketable

Warrant liability

Total liabilities at fair value

The following tables present the approximate value of assets and liabilities

measured at fair value on a recurring basis within the Company’s balance sheets as of December 31, 2024 by the fair

value hierarchy (in thousands):

Cash and cash equivalents

Total cash and cash equivalents at fair value

Refer to Note 3 for disclosures related to cash equivalents and marketable

Warrant liability

Total liabilities at fair value

The following table summarizes the changes in

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are attributable to unobservable inputs (in thousands):

Fair value, January 1, 2023

Issuance of warrants (March 3, 2023)

Fair value at January 1, 2025

Change in fair value of warrants

Fair value, December 31, 2023

Fair value, January 1, 2024

Fair value at December 31, 2025

Fair value at January 1, 2024

Change in fair value of warrants

Fair value, December 31, 2024

Expense relating to the change in fair value of

the warrant liability of $ 10.3 million and $ 5.8 million, for the years ended December 31, 2023 and 2024, respectively, are included in

other income (expense) in the statements of operations.

ASC 820, Fair Value Measurement requires all entities

to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value.

As of December 31, 2023 and 2024, the recorded values of cash and cash equivalents, accounts payable, and accrued liabilities approximated

fair value due to the short-term nature of the instruments.

Cash and cash equivalents, accounts payable, and accrued liabilities are Level

1 financial instruments.

Fair value at December 31, 2024

The expense relating to the change in fair value

of the warrant liability of $ 5.8 million and income of $ 2.0 million for the years ended December 31, 2024 and December 31, 2025, respectively,

is included in other income (expenses) in the statements of operations.

ASC 820, Fair Value Measurement and Disclosures

requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable

to estimate fair value.

As of December 31, 2024, and December 31, 2025, the recorded values of cash and cash equivalents, accounts payable,

and accrued liabilities approximated fair value due to the short-term nature of the instruments.

Cash and cash equivalents, accounts

payable, and accrued liabilities are Level 1 financial instruments.

Concentration of Credit Risk

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salaries and bonuses, employee benefit costs and stock-based compensation expenses for the Company’s research and product development

The Company expenses both internal and external research and development expenses as they are incurred.

The Company expenses both internal and external research and development expenses as incurred.

General and Administrative Expenses

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Additional costs included in general and administrative expenses consist of professional fees for legal (including patent costs),

audit and other consulting services, stock-based compensation, and other general corporate overhead expenses as well as costs from a service

agreement with a related party (See Note 7).

audit and other consulting services, stock-based compensation and other general corporate overhead expenses.

The Company expenses all costs as incurred in

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The Company estimates the fair value of stock options using the Black-Scholes option-pricing model.

The Black-Scholes model

requires the input of subjective assumptions, including expected common stock volatility, expected dividend yield, expected term, risk-free

interest rate, and the estimated fair value (prior to the Company’s initial public offering) or the public market closing price

of the Company’s underlying common stock on the date of grant.

The Black-Scholes

model requires the input of subjective assumptions, including expected common stock volatility, expected dividend yield, expected term,

risk-free interest rate, and the public market closing price of the Company’s underlying common stock on the date of grant.

The Company accounts for corporate income taxes

in accordance with GAAP as stipulated in ASC, Topic 740, Income Taxes, (“ASC 740”).

This standard entails the use of the asset

and liability method of computing the provision for income tax expense.

Current tax expense results from corporate tax payable at the

Federal and California jurisdictions for the Company, which relates to the current accounting period.

in accordance with GAAP as stipulated in ASC740, Income Taxes, (“ASC 740”).

This standard entails the use of the asset and

liability method of computing the provision for income tax expense.

Current tax expense results from corporate tax payable at the Federal

and California jurisdictions for the Company, which relates to the current accounting period.

Deferred tax expense results primarily

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interest or penalties related to income tax matters in income tax expense.

The Tax Cuts and Jobs Act of 2017 eliminated the

option to immediately deduct research and development expenditures in the year incurred under Section 174, which became effective January

We are monitoring legislation for any further changes to Section 174 and the impact, if any, on the financial statements in 2025.

Comprehensive Loss

Comprehensive loss includes all changes in equity

(net assets) during a period from non-owner sources.

There were no elements of other comprehensive income (loss) in the periods presented,

as a result comprehensive loss is the same as net loss for each period presented.

Net Loss per Share

Basic and diluted net loss per share is presented

in conformity with the two-class method required for participating securities.

Basic and diluted net loss for common stock and

for preferred stock is computed by dividing the sum of distributed earnings and undistributed earnings for each class of stock by the

weighted average number of shares outstanding for each class of stock for the period.

Diluted net loss per share includes potentially

dilutive securities outstanding for the period.

As the Company has reported a net loss for all periods presented, a diluted net loss per

common share is the same as basic net loss per common share for those periods.

Accumulated other comprehensive loss includes

unrealized gains and losses on securities available for sale, and is recognized as separate components of stockholders’ equity,

As of December 31, 2025, comprehensive loss of $ 1 ,000 related to marketable securities was recorded.

Net Income (Loss) per Share

Basic and diluted net income (loss) per share

is presented in conformity with the two-class method required for participating securities.

Basic and diluted net income (loss)

for common stock and for preferred stock is computed by dividing the sum of distributed earnings and undistributed earnings for each

class of stock by the weighted average number of shares outstanding for each class of stock for the period.

Diluted net income (loss)

per share includes potentially dilutive securities outstanding for the period.

See Note 12 for reconciliations of basic and diluted net

income (loss) per share.

Recent Accounting Pronouncements

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not expected to have a material impact on the Company’s financial position or results of operations upon adoption.

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic280):

to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all prior periods presented

in the financial statements.

We have adopted this guidance and do not expect it to have a material impact on our financial statements.

Income Taxes Disclosures – In December

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ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Company adopted this standard prospectively for the year ended December 31,

The adoption of the standard impacted the 2025 income tax disclosures.

Accounting pronouncements pending adoption

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2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”).

ASU 2024-03 amends 220, Comprehensive Income to expand income statement

expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses.

ASU 2024-03 amends ASC 220, Comprehensive Income to expand income

statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain

costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted.

is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.

The Company is currently evaluating the impact of adopting the standard on its financial statements.

Cash, Cash Equivalents, and Marketable

The following table summarizes the Company’s

investments as of December 31, 2025 (in thousands):

Treasury Bills

Investments in corporate bonds

Total cash, cash equivalents and investments in marketable securities

The Company classifies its investments in corporate

bonds as available-for-sale.

Unrealized gains and losses on these securities are included as a component of comprehensive income (loss).

The Company did not hold any investments in corporate bonds as of December 31, 2024.

On December 31, 2025, the remaining contractual

maturities of all the Company’s available-for-sale investments were less than twelve months.

As of December 31, 2025, the Company

has not established an allowance for credit losses for any of its available-for-sale securities.

Significant Agreements

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based in India.

Pursuant to the Agreement, Shilpa provides certain development, manufacturing, supply and other CMC-related services related

to the development and commercialization of oxylanthanum carbonate (“OLC”).

Pursuant to the Agreement, Shilpa provides certain development, manufacturing, supply and other CMC-related services

related to the development and commercialization of oxylanthanum carbonate (“OLC”).

In June 2024, the Company entered into the First

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demand for OLC.

Pursuant to the Amendment, the Company has agreed to make a binding purchase order for tablets of OLC and Shilpa has agreed

to deliver such order by September 30, 2025.

In addition, the Company has agreed to order additional tablets for delivery between December

31, 2025, and September 30, 2026.

Further, the Company has agreed to make certain milestone payments and to provide certain funding to

Shilpa for a new manufacturing line.

The initial term of the Agreement shall continue until the eighth (8th) anniversary of the date of

receipt by the Company of FDA approval of its NDA of OLC (the “Initial Term”).

Following the Initial Term, the Agreement shall

continue in effect for consecutive periods of four (4) years each unless earlier terminated pursuant to the terms of the Agreement.

In October 2017, the Company entered into an exclusive

license agreement with Sphaera, a stockholder, for the rights to further develop the drug candidate, UNI 494, for commercialization.

payments were made upon execution of the agreement but payments for $ 50,000 will be due commencing with the initiation by the Company

Pursuant to the Amendment, the Company has agreed to make a binding purchase order for tablets of OLC and Shilpa has

agreed to deliver such order by September 30, 2025.

In addition, the Company has agreed to order additional tablets for delivery between

December 31, 2025, and September 30, 2026.

Further, the Company has agreed to make certain milestone payments and to provide certain

funding to Shilpa for a new manufacturing line.

The initial term of the Agreement shall continue until the eighth (8th) anniversary of

the date of receipt by the Company of FDA approval of its NDA of OLC (the “Initial Term”).

Following the Initial Term, the

Agreement shall continue in effect for consecutive periods of four (4) years each unless earlier terminated pursuant to the terms of

the Agreement.

In October 2017, the Company entered into an

exclusive license agreement with Sphaera, a stockholder, for the rights to further develop the drug candidate, UNI 494, for commercialization.

No payments were made upon execution of the agreement but payments for $ 50 ,000 will be due commencing with the initiation by the Company

of a second clinical trial and $50,000 on completion of such trial.

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Assignment and Asset Purchase Agreement with Spectrum Pharmaceuticals, Inc.

(“Spectrum Agreement”) pursuant to which the Company

purchased certain assets from Spectrum, including Spectrum’s right, title, interest in and intellectual property related to Renazorb

RZB 012, also known as RENALAN™ (“Renalan”) and RZB 014, also known as SPI 014 (“SPI” and together with

Renalan, the “Compounds”), to further develop and commercialize oxylanthanum carbonate and related compounds.

In partial consideration

for the Spectrum Agreement, the Company issued 313,663 shares of common stock to Spectrum valued at approximately $ 4,000 which represented

four percent of the Company on a fully-diluted basis at the date of the execution of the Spectrum Agreement.

The Spectrum Agreement has

an anti-dilution provision, which provides that Spectrum maintain its ownership interest in the Company at 4 % of the Company’s shares

on a fully-diluted basis.

Fully-diluted shares of common stock for purposes of the oxylanthanum carbonate Purchase Agreement assumes conversion

of any security convertible into or exchangeable or exercisable for common stock or any combination thereof, including any common stock

reserved for issuance under a stock option plan, restricted stock plan, or other equity incentive plan approved by the Board of Directors

of the Company immediately following the issuance of additional shares of the Company’s common stock (but prior to the issuance

of any additional shares of common stock to Spectrum).

Spectrum’s ownership shall not be subject to dilution until the earlier of

thirty-six months from the first date the Company’s stock trades on a public market, or the date upon which the Company attains

a public market capitalization of at least $ 50 million.

On July 13, 2021, the Company’s initial public offering resulted in a public

market capitalization of at least $ 50 million, and as a result the Company was required to issue 438,374 anti-dilution shares of common

This issuance represented the final anti-dilution calculation required under the Spectrum Agreement, and no further anti-dilution

shares will be issued.

The Company calculated the fair value of the shares and recognized $ 2.2 million to research and development expenses

as cost to issue those shares during the third quarter of 2021.

In the event an NDA filing for oxylanthanum carbonate is accepted by the

FDA, the Company will be required to pay $ 0.2 million to Altair Nanomaterials, Inc., (“Altair”) in accordance with the Spectrum

In addition, in the event FDA approval for oxylanthanum carbonate is received, the Company will be required to pay $ 4.5 million

The Company is also required to pay Spectrum 40 % of all the Company’s sublicense income for any sublicense granted to

certain sublicensees during the first 12 months after the Closing Date (as that term is defined in the Spectrum Agreement) and 20 % of

all other sublicense income.

The Company’s payment obligations to Spectrum will expire on the twentieth (20th) anniversary of the

Closing Date of the Spectrum Agreement.

In August 2022, the Company received an upfront payment of approximately $ 1.0 million resulting

from a sublicense development agreement with Lee’s Pharmaceutical (HK) Limited.

In February 2023, the Company received an upfront

payment of approximately $ 0.7 million resulting from a sublicense development agreement with Lotus International Pte Ltd.

represents sublicense income as described in the Spectrum Agreement, and 20 % of the amount received has been accrued as a research and

development expense in the accompanying statements of operations for the year ended December 31, 2024.

On July 19, 2021, the Company entered into an

agreement with Syneos Health LLC (“Syneos”) pursuant to which Syneos will provide preclinical research and analysis services

related to the development of UNI-494.

The initial budget for the study, which includes clinical pharmacology, translational sciences,

and bioanalytical services, was approximately $ 2.3 million.

Approximately $ 2.0 million has been paid to Syneos and the research was completed

On January 6, 2022, the Company entered into a

Master Services Agreement with Quotient Sciences Limited (“Quotient”), a UK based company that provides drug development and

analysis services, for the purpose of performing clinical research in support of UNI-494.

The initial budget for the study is approximately

$ 3.7 million, and subsequent revisions reduced the overall budget to $ 2.9 million.

Related payments totaling approximately $ 2.8 million

have been paid to Quotient as of December 31, 2024.

Approximately $ 2.8 million of related expense has been recorded, and approximately

$ 0.6 million has been recorded in prepaid expenses and other current assets in the accompanying balance sheets as of December 31, 2023

and there is no prepaid balance in 2024.

On February 9, 2022, the Company entered into

a Master Services Agreement with CBCC Global Research Inc.

(“CBCC”), a California based company that provides clinical trial

and related services, for the purpose of performing clinical research in support of Oxylanthanum Carbonate.

The budget for the initial

study was approximately $ 1.4 million.

Payments relating to the initial agreement totaling approximately $ 0.4 million have been paid to

CBCC as of March 31, 2023, and approximately $ 0.4 million of related expense has been recorded.

In September 2022, a statement of work

revised the remaining services budget to approximately $ 0.1 million, and the research was completed as of March 31, 2023.

On June 29, 2022, the Company entered into an

agreement with Inotiv, an Indiana based company that provides preclinical trial and related services, for the purpose of performing research

in support of Oxylanthanum Carbonate.

(“Spectrum Agreement”) pursuant to which the

Company purchased certain assets from Spectrum, including Spectrum’s right, title, interest in and intellectual property related

to Renazorb RZB 012, also known as RENALAN™ (“Renalan”) and RZB 014, also known as SPI 014 (“SPI” and together

with Renalan, the “Compounds”), to further develop and commercialize oxylanthanum carbonate and related compounds.

consideration for the Spectrum Agreement, the Company issued 31,366 shares of common stock to Spectrum valued at approximately $ 4 ,000

which represented four percent of the Company on a fully-diluted basis at the date of the execution of the Spectrum Agreement.

Agreement has an anti-dilution provision, which provides that Spectrum maintain its ownership interest in the Company at 4 % of the Company’s

shares on a fully-diluted basis.

Fully-diluted shares of common stock for purposes of the oxylanthanum carbonate Purchase Agreement assumes

conversion of any security convertible into or exchangeable or exercisable for common stock or any combination thereof, including any

common stock reserved for issuance under a stock option plan, restricted stock plan, or other equity incentive plan approved by the Board

of Directors of the Company immediately following the issuance of additional shares of the Company’s common stock (but prior to

the issuance of any additional shares of common stock to Spectrum).

Spectrum’s ownership shall not be subject to dilution until

the earlier of thirty-six months from the first date the Company’s stock trades on a public market, or the date upon which the

Company attains a public market capitalization of at least $ 50 million.

On July 13, 2021, the Company’s initial public offering

resulted in a public market capitalization of at least $ 50 million, and as a result the Company was required to issue 43,838 anti-dilution

shares of common stock.

This issuance represented the final anti-dilution calculation required under the Spectrum Agreement, and no further

anti-dilution shares will be issued.

The Company calculated the fair value of the shares and recognized $ 2.2 million to research and

development expenses as cost to issue those shares during the third quarter of 2021.

In the event an NDA filing for oxylanthanum carbonate

is accepted by the FDA, the Company will be required to pay $ 0.2 million to Altair Nanomaterials, Inc., (“Altair”) in accordance

with the Spectrum Agreement.

In addition, in the event FDA approval for oxylanthanum carbonate is received, the Company will be required

to pay $ 4.5 million to Altair.

The Company is also required to pay Spectrum 40 % of all the Company’s sublicense income for any

sublicense granted to certain sublicensees during the first 12 months after the Closing Date (as that term is defined in the Spectrum

Agreement) and 20 % of all other sublicense income.

The Company’s payment obligations to Spectrum will expire on the twentieth (20th)

anniversary of the Closing Date of the Spectrum Agreement.

In August 2022, the Company received an upfront payment of approximately $ 1.0

million resulting from a sublicense development agreement with Lee’s Pharmaceutical (HK) Limited.

In February 2023, the Company

received an upfront payment of approximately $ 0.7 million resulting from a sublicense development agreement with Lotus International

The payment represents sublicense income as described in the Spectrum Agreement, and 20 % of the amount received has been accrued

as an R&D expense in the accompanying statements of operations for the year ended December 31, 2025.

On January 6, 2022, the Company entered into

a Master Services Agreement with Quotient Sciences Limited (“Quotient”), a UK based company that provides drug development

and analysis services, for the purpose of performing clinical research in support of UNI-494.

The initial budget for the study is

approximately $ 3.7 million, and subsequent revisions reduced the overall budget to $ 2.9 million.

Related payments totaling approximately

$ 2.9 million have been paid to Quotient as of December 31, 2025, approximately $ 2.9 million of related expense has been recorded, and

there is no prepaid balance in the accompanying balance sheets as of December 31, 2024 and December 31, 2025, respectively.

On April 10, 2023, the Company entered into an

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Approximately $ 2.9 million has been paid to Inotiv as of December 31, 2025

and approximately $ 0.3 million has been recorded in prepaid expenses and other current assets in the accompanying balance sheet as of

December 31, 2023 and there is no prepaid balance in 2024.

On July 14, 2022, the Company entered into a license

agreement with Lee’s Pharmaceutical (HK) Limited (see Note 4).

Under the terms of the agreement, Lee’s Pharmaceutical will

be responsible for development, registration filing and approval for Oxylanthanum Carbonate in China, Hong Kong, and certain other Asian

and there is no prepaid balance in the accompanying balance sheets as of December 31, 2024 and December 31, 2025, respectively.

On July 14, 2022, the Company entered into a

license agreement with Lee’s Pharmaceutical (HK) Limited.

Under the terms of the agreement, Lee’s Pharmaceutical will be

responsible for development, registration filing and approval for oxylanthanum carbonate in China, Hong Kong, and certain other Asian

In addition, Lee’s Pharmaceutical will have sole responsibility for the importation of the drug product from the Company

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royalties of between 7 % and 10 % upon achievement of prespecified regulatory and commercial achievements.

On July 27, 2022, the Company entered into an

agreement with Celerion, a Nebraska based company that provides clinical trial and related services, for the purpose of performing research

in support of Oxylanthanum Carbonate.

The budget for the services is approximately $ 2.7 million, approximately $ 2.7 million has been paid

to Celerion as of December 31, 2023, and the research was completed during 2023.

On February 1, 2023, the Company entered into

a license agreement with Lotus International Pte Ltd.

(“Lotus”) (see Note 4).

Under the terms of the agreement, Lotus will

be responsible for development, registration filing and approval for Oxylanthanum Carbonate in the licensed territory of South Korea.

In addition, Lotus will have sole responsibility for the importation of the drug product from the Company and for the costs of commercialization

of Oxylanthanum Carbonate in the licensed territory.

The Company has received an upfront payment of $ 0.7 million, may receive up to $ 3.7

million in future milestone payments and will be eligible for tiered royalties upon achievement of specified commercial achievements.

Under the terms of the agreement, Lotus will be responsible

for development, registration filing and approval for oxylanthanum carbonate in the licensed territory of South Korea.

In addition, Lotus

will have sole responsibility for the importation of the drug product from the Company and for the costs of commercialization of oxylanthanum

carbonate in the licensed territory.

The Company has received an upfront payment of $ 0.7 million, may receive up to $ 3.7 million in future

milestone payments and will be eligible for tiered royalties upon achievement of specified commercial achievements.

On June 29, 2023 and October 26, 2023, the Company

entered into services agreements with Shilpa Medicare Ltd related to NDA filing support for Oxylanthanum Carbonate.

The agreements provide

for total payments of up to $ 6.5 million, and the Company has made $ 6.5 million in payments pursuant to the agreements as of December

Licensing Revenues

On July 14, 2022, the Company entered into a license

agreement (the “Lee’s Agreement”) with Lee’s Pharmaceutical (HK) Limited (“Lee’s”).

terms of the agreement, Lee’s Pharmaceutical will be responsible for development, registration filing and approval for Oxylanthanum

Carbonate in China, Hong Kong, and certain other Asian markets.

In addition, Lee’s will have sole responsibility for the importation

of the drug product from the Company and for the costs of commercialization of Oxylanthanum Carbonate in the licensed territories.

parties agreed to enter into a separate manufacturing and supply agreement whereby Unicycive will supply Lee’s with Oxylanthanum

Carbonate product.

The Company has received an upfront payment of approximately $ 1.0 million, expects to receive up to $ 1.0 million in

milestone payments upon product launch in China and will be eligible for tiered royalties between 7 % and 10 % upon achievement of prespecified

regulatory and commercial achievements.

The Company has evaluated the Lee’s Agreement

in accordance with ASC 808, Collaborative Arrangements (“ASC 808”) and ASC 606.

The Company first assessed whether

the contractual arrangement is within the scope of ASC 808 which defines a collaborative arrangement as a contractual arrangement that

involves a joint operating activity.

Under ASC 606, the counterparty is considered a customer only if it is acquiring goods or services

that are an output of the entity’s “ordinary activities”.

The Lee’s Agreement is consistent with the Company’s

current ongoing operations, which is an operating model adopted by many early-stage biotech companies.

The license portion of the contract

as well as the future potential transactions under a manufacturing and supply agreement both represent a vendor-customer relationship.

The Company does not believe that its promise

to provide goods under a future manufacturing and supply agreement represents a material right to Lee’s, and therefore the promise

does not represent a current performance obligation.

The Company has concluded the agreement contains one performance obligation –

the IP license.

ASC 606 indicates that constrained variable consideration

should be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative

revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Variable consideration

consisting of milestone payments and sales-based royalties may be received based on the completion of certain clinical, regulatory, and

commercial activities.

The Company has concluded that the future milestone payments should be excluded from the transaction price due

to the uncertainty of achievement as of December 31, 2023, and December 31, 2024.

The Company will reassess this conclusion at each reporting

date until the uncertainties are resolved.

For the sales-based royalty payments, guidance

requires an entity to recognize revenue for a sales-based royalty promised in exchange for a license of intellectual property only when

the later of 1) the subsequent sale or usage occurs, or 2) the performance obligation to which some or all the sales-based or usage-based

royalty has been allocated has been satisfied or partially satisfied.

The Company has concluded that the future sales-based royalties

should be excluded from the transaction price as of December 31, 2023, and December 31, 2024.

The Company will reassess this conclusion

at each reporting date.

The Company has concluded that at contract inception

the total transaction price is the $ 1.0 million upfront fee.

The Company has concluded that the license of

the Oxylanthanum Carbonate IP is functional IP as it contains all the necessary information for Lee’s to develop for commercialization

in the Territory.

Unicycive’s ongoing activities do not significantly affect the standalone functionality of the IP.

the functionality of the IP is not expected to substantially change during the license period based on Unicycive’s activities.

revenue should therefore be recognized at a point in time.

This intellectual property was transferred to Lee’s in July 2022, and

the Company has recognized $ 1.0 million in the accompanying statements of operations as licensing revenue for the year ended December

On February 1, 2023, the Company entered into

a license agreement (“Lotus Agreement”) with Lotus International Pte Ltd.

Under the terms of the agreement,

Lotus will be responsible for development, registration filing and approval for Oxylanthanum Carbonate in the licensed territory of South

In addition, Lotus will have sole responsibility for the importation of the drug product from the Company and for the costs of

commercialization of Oxylanthanum Carbonate in the licensed territory.

The Company has agreed to complete development of the drug product,

at its own expense, as required for obtaining regulatory approval in the U.S.

Both parties agreed to enter into a separate manufacturing

and supply agreement whereby Unicycive will supply Lotus with Oxylanthanum Carbonate product.

The Company has received an upfront payment

of $ 0.7 million, may receive up to $ 3.7 million in future milestone payments and will be eligible for tiered royalties upon achievement

of specified commercial achievements.

The Company has evaluated the Lotus Agreement

in accordance with ASC 808 and ASC 606.

The Company first assessed whether the contractual arrangement is within the scope of ASC 808

which defines a collaborative arrangement as a contractual arrangement that involves a joint operating activity.

Under ASC 606, the counterparty

is considered a customer only if it is acquiring goods or services that are an output of the entity’s “ordinary activities”.

The Lotus Agreement is consistent with the Company’s current ongoing operations, which is an operating model adopted by many early-stage

biotech companies.

The license portion of the contract as well as the future potential transactions under a manufacturing and supply agreement

both represent a vendor-customer relationship.

The Company does not believe that its promise

to provide goods under a future manufacturing and supply agreement represents a material right to Lotus, and therefore the promise does

not represent a current performance obligation.

The Company evaluated the development services and concluded that although not material

in cost, they are highly interrelated with the license grant.

If a promised good or service is not distinct, an entity is required to

combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct.

The combination of the license grant and development services is distinct as Lotus plans to use the product of this bundled unit for developing

its regulatory applications.

The Company concluded that the Lotus agreement contains one performance obligation, the bundle of the license

grant and development services.

ASC 606 indicates that constrained variable consideration

should be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative

revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Variable considerations

consisting of milestone payments and sales-based royalties may be received based on the completion of certain clinical, regulatory, and

commercial activities.

The Company has concluded that the future milestone payments should be excluded from the transaction price due

to the uncertainty of achievement as of December 31, 2024.

The Company will reassess this conclusion at each reporting date until the

uncertainties are resolved.

For the sales-based royalty payments, guidance

requires an entity to recognize revenue for a sales-based royalty promised in exchange for a license of intellectual property only when

the later of 1) the subsequent sale or usage occurs, or 2) the performance obligation to which some or all the sales-based or usage-based

royalty has been allocated has been satisfied or partially satisfied.

The Company has concluded that the future sales-based royalties

should be excluded from the transaction price as of December 31, 2024.

The Company will reassess this conclusion at each reporting date.

The Company has concluded that at contract inception

the total transaction price is $ 675,000 in the amount of the upfront payment.

ASC 606 generally requires an entity to allocate the transaction

price to the performance obligations in proportion to their standalone selling prices (i.e., on a relative standalone selling price basis).

The Company identified the bundle of the license grant and development services as the single performance obligation in the agreement.

The $ 675,000 initial transaction price will therefore be entirely allocated to this obligation.

The Company has concluded that the license of

the Oxylanthanum Carbonate IP is functional IP.

However, since it is not distinct, revenue must be recognized based on the combination

of the functional IP and the related development services.

Lotus will not simultaneously receive and consume the benefits of the Oxylanthanum

Carbonate IP or development services.

Since the performance of the development services creates an asset that will also be used by the

Company and can be licensed to other customers outside of the Territory, the Company is considered to control the asset as it is created,

and it does create an asset with an alternative use.

Therefore, the Company concluded that control is not deemed to be transferred over

time and is instead transferred at a point in time.

The intellectual property was transferred to Lotus in February 2023, and the development

services were determined to be immaterial to the contract.

The Company has recognized $ 0.7 million in the accompanying statements of operations

as licensing revenue for the year ended December 31, 2023.

We may earn additional licensing revenue in the

future if we negotiate business development arrangements with third parties.

entered into services agreements with Shilpa related to NDA filing support for oxylanthanum carbonate.

The agreements provide for total

payments of up to $ 4.5 million, and the Company has made $ 4.5 million in payments pursuant to the agreements as of December 31, 2025.

Balance Sheet Components

Prepaid expenses and other current assets as of

December 31, 2023, and 2024 consisted of the following (in thousands):

Prepaid expenses and other current assets as

of December 31, 2024 and December 31, 2025 consisted of the following (in thousands):

Prepaid directors’ and officers’ liability insurance premiums

Prepaid preclinical services

Property, plant and equipment as of December 31,

2023 and 2024 consisted of the following (in thousands):

Prepaid drug manufacturing supply costs

Property and equipment as of December 31, 2024 and December 31, 2025

consisted of the following (in thousands):

Leasehold improvements

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Accounts payable as of December 31, 2024 and

consisted of the following (in thousands):

December 31, 2025 consisted of the following (in thousands):

Trade accounts payable

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Accrued liabilities as of December 31, 2024 and

2024 consisted of the following (in thousands):

December 31, 2025 consisted of the following (in thousands):

Accrued labor costs

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Operating Lease

The Company leases office space under an operating

In December 2021, the Company entered into a lease agreement for 2,367 square feet of office space commencing December 1, 2021.

The initial lease term was for two years , and there was an option to extend the lease for an additional year.

On March 3, 2023, the Company

expanded its leased space through a lease amendment by an additional 2,456 square feet commencing March 15, 2023.

The term of the amended

lease is for three years with an option to extend the lease for three additional years .

On June 28, 2024, the Company further expanded

its leased space through a lease amendment by an additional 2,581 square feet commencing July 15, 2024.

The term of the amended lease

unifies with the current expiration of the lease.

The Company leases office space under an operating lease.

2021, the Company entered into a lease agreement for 2,367 square feet of office space commencing December 1, 2021.

The initial lease

term was for two years , and there was an option to extend the lease for an additional year.

On March 3, 2023, the Company expanded its

leased space through a lease amendment by an additional 2,456 square feet commencing March 15, 2023.

The term of the amended lease is

for three years with an option to extend the lease for three additional years .

On June 28, 2024, the Company further expanded its leased

space through a lease amendment by an additional 2,581 square feet commencing July 15, 2024.

The term of the amended lease unifies with

the current expiration of the lease which is March 31, 2026.

The lease amendment represents a modification

of the original lease, and the Company evaluated the new agreement under ASC 842, Leases.

The Company classified the lease as an

operating lease and, on July 15, 2024, determined that the present value of the lease was approximately $ 1.0 million using an estimated

incremental borrowing rate of 10 %.

During the years ended December 31, 2023, and 2024, the Company reflected amortization of right-of-use

asset of approximately $ 275,000 and $ 406,000 , respectively, resulting in a right of use asset balance of approximately $ 0.6 million at

December 31, 2024.

The Company classified the lease as an operating

lease and, on July 15, 2024, determined that the present value of the lease was approximately $ 1.0 million using an estimated incremental

borrowing rate of 10 %.

During the years ended December 31, 2024 and December 31, 2025, the Company reflected amortization of right-of-use

asset of approximately $ 0.4 million and $ 0.5 million, respectively, resulting in a right-of-use asset balance of approximately $ 0.1 million

at December 31, 2025.

During the years ended December 31, 2024 and

2024 the Company made cash payments on the lease of approximately $ 331,000 and $ 474,000 respectively towards the lease liabilities.

of December 31, 2024, the total lease liability was $ 0.7 million.

Rent expense for the lease for the years ended December 31, 2023, and

2024 was approximately $ 354,000 and $ 484,000 , respectively.

Maturities of the Company’s lease liabilities

are as follows (in thousands):

Year ending December 31, 2025

December 31, 2025, the Company made cash payments on the lease of $ 0.5 million and $ 0.6 million, respectively towards the lease liabilities.

As of December 31, 2025, the total lease liability was approximately $ 0.1 million

As of December 31, 2025, maturities of the Company’s

lease liabilities are as follows (in thousands):

Operating Lease

Year ending December 31, 2026

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Long term portion

Related Party Transactions

Loan from Chief Executive Officer and Stockholder

The Company received advances from a stockholder

of $ 210,000 during February 2023.

The Company repaid amounts owed to the stockholder of $ 210,000 plus accrued interest during March 2023.

In November 2025, the Company entered into a lease agreement for 10,734

square feet of office space commencing on February 1, 2026.

The initial lease term is for one and a half years, and there is an option

to extend the lease for an additional year.

The Company is evaluating the new agreement under ASC 842, Leases.

Commitments and Contingencies

Contingencies

The Company is subject to claims and legal proceedings

that arise in the ordinary course of business.

Such matters are inherently uncertain, and there can be no guarantee that the outcome of

any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect

upon the Company’s financial statements.

The Company currently has no pending claims or legal proceedings.

In December 2022, the Company signed an advisory

services agreement with Maxim Group LLC (“Maxim”) pursuant to which the Company will pay Maxim $ 100,000 upon the closing of

a private placement of the Company’s equity or equity-linked securities.

Maxim provided advisory services with respect to a private

placement securities purchase agreement with certain healthcare-focused institutional investors, which closed in March of 2023.

paid the $ 100,000 advisory fee in March 2023.

Indemnifications

The Company is subject to claims and legal proceedings that arise in

the ordinary course of business.

Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter

will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s

financial statements.

On August 15, 2025, a putative shareholder class action complaint captioned Elkhodari v.

Unicycive Therapeutics,

3:25-cv-06923-JD (the “Securities Class Action”), was filed in the U.S.

District Court for the

Northern District of California (“Northern District of California”), naming the Company and certain current officers and/or

directors of the Company as defendants.

The lawsuit generally alleges that the Company made material misrepresentations and/or omissions

of material fact relating to the Company’s manufacturing of oxylanthanum carbonate (“OLC”) and the approval prospects

of its New Drug Application for OLC for the treatment of hyperphosphatemia in CKD patients on dialysis in violation of Sections 10(b)

and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder.

class action is brought on behalf of persons or entities who purchased or otherwise acquired the Company’s securities between March

29, 2024, and June 27, 2025, inclusive, and seeks unspecified monetary damages on behalf of the putative class and an award of costs and

expenses, including attorneys’ fees.

On January 27, 2026, Plaintiff filed an amended complaint.

On March 13, 2026, defendants filed

their motion to dismiss the amended complaint.

On October 30 and November 7, 2025, two purported

stockholders of the Company filed derivative complaints in the Northern District of California against certain of the Company’s

current officers and directors (collectively, the “Derivative Actions”).

The Company is named as a nominal defendant.

complaints are based on the same alleged misconduct as in the Securities Class Action.

The complaints assert state law claims on behalf

of the Company against the individual defendants for breach of fiduciary duty, unjust enrichment, gross mismanagement, and waste of corporate

assets, and federal law claims under Section 14(a) of the Exchange Act.

On November 20, 2025, the Court issued an order relating the Derivative

Actions to the Securities Class Action.

The Derivative Actions seek unspecified damages on behalf of the Company, corporate governance

reforms, disgorgement and restitution, and an award of costs and expenses, including attorneys’ fees.

On March 12, 2026, a purported stockholder made

a demand on the Company’s Board of Directors to commence a civil action against certain of the Company’s current and former

officers and directors for breaching their fiduciary duties based on the same alleged misconduct as alleged in the above-mentioned Securities

Class Action and Derivative Actions (the “Demand”).

At this early stage of the proceedings, the Company

is unable to make any prediction regarding the outcome of the Securities Class Action, the Derivative Actions, or the Demand.

It is possible that additional lawsuits will be

filed or allegations will be made by stockholders with respect to these same or other matters also naming the Company and/or our officers

and directors as defendants.

The Company intends to vigorously defend against the claims brought by the plaintiffs in each of these matters.

Such lawsuits are subject to inherent uncertainties,

and the actual defense and disposition costs will depend upon many unknown factors.

The outcome of the pending lawsuits and any other

related lawsuits is necessarily uncertain.

The Company could be forced to expend significant resources and may incur substantial legal

fees and costs in defending against the pending lawsuits and any other related lawsuits, and we may not prevail.

Monitoring, initiating

and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from the ability

to fully focus internal resources on business activities.

Additionally, the Company may not be successful in having any such lawsuits

dismissed or settled within the limits of insurance coverage.

Given the early stage of these lawsuits and the inherent uncertainty of

litigation, the Company cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount

of any damages.

As such, we currently are unable to reasonably estimate the possible losses or a range of possible losses that may result

from these matters, if any.

Expenses associated with the pending lawsuits and any potential related lawsuits could be material to the

financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail.

Indemnification

In the normal course of business, the Company

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property infringement claim by any third party with respect to its technology.

The terms of these indemnification agreements are generally

perpetual any time after the execution of the agreements.

The term of these indemnification agreements is generally

perpetual any time after the execution of the agreement.

The Company’s exposure under these agreements is unknown because it involves

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The Company believes that the likelihood of conditions

arising that would trigger these indemnities is remote and, historically, the Company has not made any significant payment under such

arising that would trigger these indemnities is remote and, historically, the Company had not made any significant payment under such

indemnification provisions.

2 unchanged sentences

may record charges in the future as a result of these indemnification obligations.

Additionally, the Company has agreed to indemnify its directors and

officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s request in such a

The indemnification period covers all pertinent events and occurrences during the director’s or officer’s service.

Additionally, the Company has agreed to indemnify

its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s

request in such capacity.

The indemnification period covers all pertinent events and occurrences during the director’s or officer’s

Employee Benefit Plan

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100 % vested.

The Company’s 401(k) Plan provides that the Company matches each participant’s contribution at 100 % up to 4 %

of the employee’s eligible compensation.

The Company’s 401(k) Plan provides that the Company match each participant’s contribution at 100 % up to 4 % of

the employee’s eligible compensation.

Company contributions to the 401(k) Plan totaled approximately $ 136,000 and $ 180,000 for

the years ended December 31, 2023, and 2024, respectively.

Stockholders’ (Deficit) Equity

the years ended December 31, 2024 and December 31, 2025, respectively.

Stockholders’ Equity

Authorized Common Stock

The Company is authorized to issue up to 400,000,000 shares of common

stock at par value of $ 0.001 per share.

Issuance of Common Stock and Warrants from Initial Public Offering

During July 2021, as a result of its initial public offering, the Company

issued 5,000,000 shares of common stock and 4,000,000 warrants to investors in exchange for cash at $ 5.00 per unit, consisting of $ 4.99

per share of common stock and $ .0125 per four fifths of a warrant.

The warrants have a 5 -year term and an exercise price of $ 6.00 per

The underwriters exercised their option to purchase an additional 600,000 warrants, and the Company received $ 7,500 in proceeds.

As a result of the initial public offering, the Company’s outstanding

convertible notes and unpaid accrued interest were converted into 736,773 shares of common stock.

Additionally, convertible noteholders

were granted a total of 184,193 common stock warrants with a 5 -year term and with an exercise price of $ 6.00 per warrant.

The warrants from the initial public offering are equity classified.

The Company is authorized to issue up to 400,000,000

shares of common stock at par value of $ 0.001 per share.

Reverse Stock Split

On June 18, 2025, the Company filed a certificate

of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse

The Company’s common stock began trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital

Market on June 20, 2025.

When the reverse stock split became effective, every 10 shares of common stock were automatically reclassified

and combined into one share of common stock.

No fractional shares were issued as a result of the split.

Stockholders who would otherwise

have received a fractional share automatically had their fractional interests rounded up to the next whole share, after aggregating all

the fractional interests of a holder resulting from the split.

The reverse stock split affected all stockholders uniformly and will not

change any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except for immaterial

changes that may result from the treatment of fractional shares.

The split did not change the number of authorized shares of common stock

or the par value per share of the common stock.

As a result of the reverse stock split, proportionate

adjustments were made to the per share exercise prices of, and the number of shares underlying, the Company’s outstanding stock

options, as well as to the number of shares available for future awards granted under the Company’s stock incentive plans.

proportionate adjustments were made to the per share exercise prices of, and the number of shares underlying, outstanding warrants to

purchase shares of the Company’s common stock.

Further, a proportionate adjustment was made to the per share conversion price of

the Company’s series A-2 prime preferred stock, pursuant to its terms.

All share and per share data in the accompanying financial

statements have been retroactively adjusted to reflect the effect of the reverse stock split.

Issuance of Common Stock and Warrants from

Initial Public Offering

During July 2021, as a result of its initial

public offering, the Company issued 500,000 shares of common stock and 400,000 warrants to investors in exchange for cash at $ 50.00 per

unit, consisting of $ 49.90 per share of common stock and $.

0.10 per four fifths of a warrant.

The warrants have a 5 -year term and an

exercise price of $ 60.00 per warrant.

The underwriters exercised their option to purchase an additional 60,000 warrants, and the Company

received $ 7,500 in proceeds.

As a result of the initial public offering, the

Company’s outstanding convertible notes and unpaid accrued interest were converted into 73,691 shares of common stock.

Additionally,

in accordance with the original terms of the warrant agreements convertible noteholders were granted a total of 18,419 common stock warrants

with a 5 -year term and with an exercise price of $ 60.00 per warrant.

The warrants from the initial public offering

are equity classified.

The following table summarizes activity for the Company’s IPO warrants for the year ended December 31, 2025:

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B Preferred Stock

On June 26, 2023, the Company held its annual shareholder meeting and,

as a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred Stock was obtained

(see Note 10).

On July 11, 2023, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible

Voting Preferred Stock (the “Certificate of Designation”), the Company issued a total of 19,516,205 shares of common stock

and 43,649 Series A-2 Preferred Stock in settlement of the auto-conversion of the Series A-1 Preferred Stock.

On March 26, 2024, the Company issued 2,850,000 shares of common stock

upon conversion of 1,396.50 shares of Series A-2 Prime Preferred Stock.

On June 20, 2024, we held our annual stockholder meeting, and as a

result, stockholder approval for the conversion of the Series B-1 Convertible Preferred Stock was obtained (see Note 11).

On July 5, 2024,

pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock, the Company

issued 42,118,000 shares of common stock and 7,882 shares of Series B-2 preferred stock in settlement of the automatic conversion of the

Series B-1 Convertible Preferred Stock.

On June 25, 2024, the Company issued 5,956,000 shares of common stock

upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 23, 2024, the Company issued 3,550,000 shares of common stock

upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 25, 2024, the Company issued 3,756,000 shares of common stock

upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 29, 2024, the Company issued 1,359,000 shares of common stock

upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

On August 14, 2024, the Company issued 3,502,000 shares of common stock

upon conversion of 1,715.98 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 9, 2024, the Company issued 5,500,000 shares of common stock

upon conversion of 2,695 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 31, 2024, the Company issued 438,000 shares of common stock

upon conversion of 438 shares of the Company’s Series B-2 Preferred Stock.

On December 11, 2024, the Company issued 7,863,327 shares of common

stock upon conversion of 3,853.03 shares of the Company’s Series A-2 Prime Preferred Stock.

On December 18, 2024, the Company issued 1,441,000 shares of common

stock upon conversion of 1,441 shares of the Company’s Series B-2 Preferred Stock.

On December 19, 2024, the Company issued 3,003,000 shares of common

stock upon conversion of 3,003 shares of the Company’s Series B-2 Preferred Stock.

On June 26, 2023, the Company held its annual

shareholder meeting and, as a result, shareholder approval for the issuance of common shares upon the conversion of the Series A-1 Preferred

Stock was obtained (see Note 9).

On July 11, 2023, pursuant to the Certificate of Designation of Preferences, Rights and Limitations

of the Series A Convertible Voting Preferred Stock (the “Series A Certificate of Designation”), the Company issued a total

of 1,951,621 shares of common stock and 43,649 Series A-2 Preferred Stock in settlement of the auto-conversion of the Series A-1 Preferred

On March 26, 2024, the Company issued 285,000

shares of common stock upon conversion of 1,396.50 shares of Series A-2 Prime Preferred Stock.

On June 20, 2024, we held our annual stockholder

meeting, and as a result, stockholder approval for the conversion of the Series B-1 Convertible Preferred Stock was obtained (see Note

On July 5, 2024, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred

Stock, the Company issued 4,211,800 shares of common stock and 7,882 shares of Series B-2 preferred stock in settlement of the automatic

conversion of the Series B-1 Convertible Preferred Stock.

On June 25, 2024, the Company issued 595,600

shares of common stock upon conversion of 2,918.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 23, 2024, the Company issued 355,000

shares of common stock upon conversion of 1,739.50 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 25, 2024, the Company issued 375,600

shares of common stock upon conversion of 1,840.44 shares of the Company’s Series A-2 Prime Preferred Stock.

On July 29, 2024, the Company issued 135,900

shares of common stock upon conversion of 665.91 shares of the Company’s Series A-2 Prime Preferred Stock.

On August 14, 2024, the Company issued 350,200

shares of common stock upon conversion of 1,715.98 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 9, 2024, the Company issued 550,000

shares of common stock upon conversion of 2,695 shares of the Company’s Series A-2 Prime Preferred Stock.

On October 31, 2024, the Company issued 43,800

shares of common stock upon conversion of 438 shares of the Company’s Series B-2 Preferred Stock.

On December 11, 2024, the Company issued 462,455

shares of common stock upon conversion of 2,266.03 shares of the Company’s Series A-2 Prime Preferred Stock.

On December 18, 2024, the Company issued 144,100

shares of common stock upon conversion of 1,441 shares of the Company’s Series B-2 Preferred Stock.

On December 19, 2024, the Company issued 300,300

shares of common stock upon conversion of 3,003 shares of the Company’s Series B-2 Preferred Stock.

On February 18, 2025, the Company issued 140,000

shares of common stock upon conversion of 686 shares of the Company’s Series A-2 Prime Preferred Stock.

In June 2025, the Company issued 277,000 shares

of common stock upon the exercise and conversion of Series A-3 warrants and received $ 1.5 million in exercise proceeds.

On June 11, 2025, the Company issued 300,000

shares of common stock upon conversion of 3,000 shares of the Company’s Series B-2 Preferred Stock.

On August 26, 2025, the Company issued 652,900

shares of common stock upon conversion of 3,199.21 shares of the Company’s Series A-2 Prime Preferred Stock.

Voting Rights of Common Stock

Each holder of shares of common stock shall be entitled to one vote

for each share thereof held.

Each holder of shares of common stock shall be

entitled to one vote for each share thereof held.

Issuance of Series A-1 Preferred Stock

On March 3, 2023, the Company issued and sold, in a private placement,

30,190 shares of Series A-1 Preferred Stock for an aggregate net proceeds of $ 28.0 million (the “Preferred Stock Offering”),

net of placement agent fees and offering expenses of $ 2.2 million.

The Company intends to use the net proceeds from the Preferred Stock

Offering to support the Company’s New Drug Application (NDA) submission for approval of Oxylanthanum Carbonate for the treatment

of hyperphosphatemia and, if approved, for the commercial launch of Oxylanthanum Carbonate in the U.S.

Pursuant to the Certificate of Designation, as of March 3, 2023, each

share of Series A-1 Preferred Stock was, subject to approval of the Company’s stockholders, convertible into a unit (“Unit”)

consisting of:

(i) shares of common stock of the Company and, if applicable, shares of Series A-2 Preferred Stock, in lieu of common stock,

(ii) a tranche A warrant to acquire approximately 46,675,940 shares (excluding deemed dividends) of Series A-3 Preferred Stock (the “Tranche

A Warrant”), (iii) a tranche B warrant to acquire approximately 42,432,672 shares (excluding deemed dividends) of Series A-4 Preferred

Stock (the “Tranche B Warrant”), and (iv) a tranche C warrant to acquire approximately 67,892,276 shares (excluding deemed

dividends) of Series A-5 Preferred Stock (the “Tranche C Warrant”, together with the Tranche A Warrant and the Tranche B Warrant,

the “Warrants”).

The Tranche A Warrant, for an aggregate exercise price of approximately $ 25 million, is exercisable until

21 days following the Company’s announcement of receipt of FDA approval for Oxylanthanum Carbonate, the Tranche B Warrant, for an

aggregate exercise price of approximately $ 25 million, is exercisable until 21 days following the Company’s announcement of receipt

of Transitional Drug Add-On Payment Adjustment (“TDAPA”) approval for Oxylanthanum Carbonate, and the Tranche C Warrant for

an aggregate exercise price of approximately $ 50 million is exercisable until 21 days following four quarters of commercial sales of Oxylanthanum

Carbonate following receipt of TDAPA approval.

The Company has designated 30,190 shares of Series A-1 Preferred Stock,

1,800,000 shares of Series A-2 Preferred Stock, 1,800,000 shares of Series A-3 Preferred Stock, 1,800,000 shares of Series A-4 Preferred

Stock, and 3,600,000 shares of Series A-5 Preferred Stock, together the “Series A Preferred Stock”.

The Series A Preferred

Stock has a par value of $ 0.001 per share.

The Certificate of Designation states that, to the extent that the conversion of the Series

A-1 preferred stock as well as the exercise of the Warrants into Series A-2, Series A-3, Series A-4, and Series A-5 preferred stock results

in a beneficial ownership interest in excess of the maximum percentage of common stock upon conversion, the holders will receive the as

converted equivalent for the remaining shares in preferred stock.

The Company determined that the Warrants are freestanding from the

Series A-1 Preferred Stock, because the stock will automatically convert into shares of common stock, and the holders will be able to

sell those shares while retaining the Warrants.

The Company noted that at contract inception, the Warrants were contingently issuable

upon the occurrence of a specified event (shareholder approval).

On March 3, 2023, the Company issued and sold,

in a private placement, 30,190 shares of Series A-1 Preferred Stock for an aggregate net proceeds of $ 28.0 million (the “Preferred

Stock Offering”), net of placement agent fees and offering expenses of $ 2.2 million.

The Company has used the net proceeds from

the Preferred Stock Offering to support the Company’s “New Drug Application” (NDA) submission for approval of oxylanthanum

carbonate for the treatment of hyperphosphatemia and, if approved, for the commercial launch of oxylanthanum carbonate in the U.S.

Pursuant to the Series A Certificate of Designation,

as of March 3, 2023, each share of Series A-1 Preferred Stock was, subject to approval of the Company’s stockholders, convertible

into a unit (“Unit”) consisting of:

(i) shares of common stock of the Company and, if applicable, shares of Series A-2 Preferred

Stock, in lieu of common stock, (ii) a tranche A warrant to acquire approximately 4,667,594 shares (excluding deemed dividends) of Series

A-3 Preferred Stock (the “Tranche A Warrant”), (iii) a tranche B warrant to acquire approximately 4,243,267 shares (excluding

deemed dividends) of Series A-4 Preferred Stock (the “Tranche B Warrant”), and (iv) a tranche C warrant to acquire approximately

6,789,228 shares (excluding deemed dividends) of Series A-5 Preferred Stock (the “Tranche C Warrant”, together with the Tranche

A Warrant and the Tranche B Warrant, the “Warrants”).

The Tranche A Warrant, for an aggregate exercise price of approximately

$ 25 million, is exercisable until 21 days following the Company’s announcement of receipt of FDA approval for oxylanthanum carbonate,

the Tranche B Warrant, for an aggregate exercise price of approximately $ 25 million, is exercisable until 21 days following the Company’s

announcement of receipt of Transitional Drug Add-On Payment Adjustment (“TDAPA”) approval for oxylanthanum carbonate, and

the Tranche C Warrant for an aggregate exercise price of approximately $ 50 million is exercisable until 21 days following four quarters

of commercial sales of oxylanthanum carbonate.

The Company had designated 30,190 shares of Series

A-1 Preferred Stock, 1,800,000 shares of Series A-2 Preferred Stock, 1,800,000 shares of Series A-3 Preferred Stock, 1,800,000 shares

of Series A-4 Preferred Stock, and 3,600,000 shares of Series A-5 Preferred Stock, together the “Series A Preferred Stock”.

The Series A Preferred Stock has a par value of $ 0.001 per share.

The Series A Certificate of Designation states that, to the extent

that the conversion of the Series A-1 preferred stock as well as the exercise of the Warrants into Series A-2, Series A-3, Series A-4,

and Series A-5 preferred stock results in a beneficial ownership interest in excess of the maximum percentage of common stock upon conversion,

the holders will receive the as converted equivalent for the remaining shares in preferred stock.

The Company determined that the Warrants are

freestanding from the Series A-1 Preferred Stock, because the stock will automatically convert into shares of common stock, and the holders

will be able to sell those shares while retaining the Warrants.

The Company noted that at contract inception, the Warrants were contingently

issuable upon the occurrence of a specified event (shareholder approval).

In connection with the Series A-1 Preferred Stock issuance, the Company

4 unchanged sentences

Series A-1 Preferred Stock (net of $ 2.0 million of placement agent fees and offering costs allocated to the Series A-1 Preferred Stock).

Refer to Note 11 for disclosures related to the Warrants.

On June 26, 2023, the Company held its annual shareholder meeting and,

as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

On July 11, 2023, pursuant to the

Certificate of Designation, the Company issued 19,516,205 shares of common stock (see Note 9) and 43,649 shares of Series A-2 Preferred

Stock in partial settlement of the auto-conversion of the Series A-1 preferred shares.

As of December 31, 2023, there were zero shares

of Series A-1 preferred stock issued and outstanding and there were 43,649 shares of Series A-2 Preferred Stock issued and outstanding.

The Series A-2, A-3, A-4, and A-5 Preferred Stock have the following

While shares of Series A Preferred Stock are issued and

outstanding, holders of Series A Preferred Stock shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series

A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends (other than dividends in the form

of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

Holders of the Series A-2, A-3, A-4, and A-5 Preferred Stock

are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis as determined by dividing the liquidation

preference with respect to such shares of Preferred Stock by the conversion price.

Holders of common stock are entitled to one vote for

each share of common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series A Preferred Stock will

be entitled to one vote for each whole share of Common Stock into which their Series A Preferred Stock is then-convertible on all matters

submitted to a vote of stockholders.

At the option of the holder thereof, each share of Series A-2 Preferred

Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, or Series A-5 Preferred Stock shall be convertible into one share of common

Exchange Agreement – Issuance of Series A-2 Prime Preferred

On March 13, 2024, the Company entered into an exchange agreement (the

“Exchange Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Investors surrendered

all shares of Series A-2 Preferred Stock held by them in exchange for an aggregate of 21,388.01 shares of new preferred stock to beknown

as “Series A-2 Prime Preferred” (the “Exchanged Preferred”) having rights set forth the Amended and Restated Certificate

of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Amended Series A

Certificate of Designation”).

Concurrent with execution of the Exchange Agreement, but prior to filing

of the Amended Series A Certificate of Designation with the Delaware Secretary of State, the Company filed Certificates of Elimination

for each of its Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4Preferred Stock and Series

A-5 Preferred Stock (collectively, the “Certificates of Elimination”) with the Delaware Secretary of State.

On June 26, 2023, the Company held its annual

shareholder meeting and, as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

11, 2023, pursuant to the Series A Certificate of Designation, the Company issued 1,951,621 shares of common stock and 43,649 shares

of Series A-2 Preferred Stock in partial settlement of the auto-conversion of the Series A-1 preferred shares.

As of December 31, 2023,

there were zero shares of Series A-1 preferred stock issued and outstanding and there were 43,649 shares of Series A-2 Preferred Stock

issued and outstanding.

The Series A-2, A-3, A-4, and A-5 Preferred Stock

have the following rights:

While shares of Series A Preferred

Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive, and the Corporation shall pay, dividends

on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock basis) and in the same form as dividends(other than

dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends are paid on shares

of the common stock.

Holders of the Series A-2, A-3,

A-4, and A-5 Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis as determined

by dividing the liquidation preference with respect to such shares of Preferred Stock by the conversion price.

Holders of common stock

are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders

of Series A Preferred Stock will be entitled to one vote for each whole share of common stock into which their Series A Preferred Stock

is then-convertible on all matters submitted to a vote of stockholders.

At the option of the holder thereof, as of the

date of the issuance of the Series A-1 Preferred on March 3, 2023, each share of Series A-2 Preferred Stock, Series A-3 Preferred Stock,

Series A-4 Preferred Stock, or Series A-5 Preferred Stock shall be convertible into one share of common stock.

Exchange Agreement

On March 13, 2024, the Company entered into

an exchange agreement (the “Exchange Agreement”) with certain accredited investors (the “Investors”), pursuant

to which the Investors surrendered all shares of Series A-2 Preferred Stock held by them in exchange for an aggregate of 21,388.01 shares

of new preferred stock to be known as “Series A-2 Prime Preferred” (the “Exchanged Preferred”) having rights

set forth the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting

Preferred Stock (the “Amended Series A Certificate of Designation”).

Concurrent with execution of the Exchange Agreement,

but prior to filing of the Amended Series A Certificate of Designation with the Delaware Secretary of State, the Company filed Certificates

of Elimination for each of its Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred

Stock and Series A-5 Preferred Stock (collectively, the “Certificates of Elimination”) with the Delaware Secretary of State.

Concurrent with the execution of the Exchange

1 unchanged sentence

(i) tranche A warrants to acquire an aggregate

of 47,852,430 shares of Series A-3 Convertible Preferred Stock of the Company convertible into 47,852,430 shares of common stock that

were issued on July 11 2023 (the “Original Tranche A Warrants”) have been amended and restated to acquire an aggregate of

25,840.3122 shares of Series A-3 Convertible Preferred Stock (as amended, the “Amended Tranche A Warrants”) convertible into

47,852,430 shares of common stock;

(ii) tranche B warrants to acquire an aggregate of 43,502,206 shares of Series A-4 Convertible Preferred

Stock of the Company convertible into 43,502,206 shares of common stock that were issued on July 11, 2023 (the “Original Tranche

B Warrants”) have been amended and restated to acquire an aggregate of 25,666.30154 shares of Series A-4 Convertible Preferred Stock

(as amended, the “Amended Tranche B Warrants”) convertible into 43,502,206 shares of common stock and (iii) tranche C warrants

to acquire an aggregate of 69,603,531 shares of Series A-5 Convertible Preferred Stock of the Company convertible into 69,603,531 shares

of common stock that were issued on July 11, 2023 (the “Original Tranche C Warrants”, and together with the Original Tranche

A Warrants and Tranche B Warrants, the “Original Warrants”) have been amended and restated to acquire 51,506.61294 shares

of Series A-5 Convertible Preferred Stock (as amended, the “Amended Tranche C Warrants,” together with the Amended Tranche

A Warrants and the Amended Tranche B Warrants, the “Amended Warrants”) convertible into 69,603,351 shares of common stock.

The Amended Warrants have the same terms and conditions as the original warrants except that such Amended Warrants:

(i) reduced the amount

of shares of Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock

into which such Amended Warrants are convertible as described above;

(ii) allow for the issuance of fractional shares of Series A-3 Preferred

Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable upon exercise of such Amended Warrants and (ii) revised

the exercise price to be $ 1,000 per share of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as

applicable in such Amended Warrants.

The aggregate exercise price, the amount of shares of Common Stock upon conversion of the Series

A-3 Preferred Stock, the Series A-4 Preferred Stock and the Series A-5 Preferred Stock and exercise period in the Amended Warrants did

not change from the Original Warrants.

Subject to the terms and limitations contained in the Amended Series

A Certificate of Designation, each share of Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series

A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock are convertible into a number shares of Common Stock obtained

by dividing the Original Per Share Price ($ 1,000 ) of each such share of Series A-2 Prime Convertible Preferred Stock, Series A-3Convertible

Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock by the applicable conversion price of

$ 0.49 , $ 0.54 ,$ 0.59 and $ 0.74 of each such share of Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock,

Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock, respectively.

Pursuant to the terms of the Exchange Agreement, effective March 13,

2024, the Company filed the Amended Certificate of Designation with the Delaware Secretary of State designating, 21,400 shares as Series

A-2 Prime Preferred Stock, 25,900 shares as Series A-3 Convertible Preferred Stock, 25,700 shares as SeriesA-4 Convertible Preferred Stock,

and 51,600 shares as Series A-5 Convertible Preferred Stock (all such series of preferred stock referred to herein collectively as “Series

A Preferred Stock”), each with a stated value of $ 1,000 per share (the “Original Per Share Price”).

The Amended Certificate

of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred Stock.

Terms not otherwise defined

in this item shall have the meanings given in the Amended Certificate of Designation.

The Amended Certificate of Designation was filed

with an effective date of March 14, 2024 and the Series A-2 Prime, A-3, A-4, and A-5 Preferred Stock have the following rights, has the

following terms:

At all times following the Issuance Date, while shares of

Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive, and the Company

shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without regard to any

limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in the form of Common

Stock, which shall be made in accordance with the terms of the Amended Certificate of Designation) actually paid on shares of the Common

Stock when, as and if such dividends (other than dividends in the form of Common Stock, which shall be made in accordance with the terms

of the Amended Certificate of Designation) are paid on shares of the Common Stock.

of 4,785,243 shares of Series A-3 Convertible Preferred Stock of the Company that were issued on July 11 2023 (the “Original Tranche

A Warrants”) have been amended and restated to acquire an aggregate of 2,584.03122 shares of Series A-3 Convertible Preferred Stock

(as amended, the “Amended Tranche A Warrants”);

(ii) tranche B warrants to acquire an aggregate of 4,350,221 shares of Series

A-4 Convertible Preferred Stock of the Company that were issued on July 11, 2023 (the “Original Tranche B Warrants”) have

been amended and restated to acquire an aggregate of 2,566.63015 shares of Series A-4 Convertible Preferred Stock (as amended, the “Amended

Tranche B Warrants”) and (iii) tranche C warrants to acquire an aggregate of 6,960,353 shares of Series A-5 Convertible Preferred

Stock of the Company that were issued on July 11, 2023 (the “Original Tranche C Warrants”, and together with the Original

Tranche A Warrants and Tranche B Warrants, the “Original Warrants”) have been amended and restated to acquire 5,150.66129

shares of Series A-5 Convertible Preferred Stock (as amended, the “Amended Tranche C Warrants,” together with the Amended

Tranche A Warrants and the Amended Tranche B Warrants, the “Amended Warrants”).

The Amended Warrants have the same terms

and conditions as the original warrants except that such Amended Warrants:

(i) reduced the amount of shares of Series A-3 Convertible

Preferred Stock, Series A-4 Convertible Preferred Stock and Series A-5 Convertible Preferred Stock into which such Amended Warrants are

convertible as described above;

(ii) allow for the issuance of fractional shares of Series A-3 Preferred Stock, Series A-4 Preferred

Stock and Series A-5 Preferred Stock, as applicable upon exercise of such Amended Warrants and (ii) revised the exercise price to be

$ 1,000 per share of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable in such Amended

The aggregate exercise price, the amount of shares of common stock upon conversion of the Series A-3 Preferred Stock, the Series

A-4 Preferred Stock and the Series A-5 Preferred Stock and exercise period in the Amended Warrants did not change from the Original Warrants.

Pursuant to the terms of the Exchange Agreement,

effective March 13, 2024, the Company filed the Amended Certificate of Designation with the Delaware Secretary of State designating,

21,400 shares as Series A-2 Prime Preferred Stock, 25,900 shares as Series A-3 Convertible Preferred Stock, 25,700 shares as

Series A-4 Convertible Preferred Stock, and 51,600 shares as Series A-5 Convertible Preferred Stock (all such series of preferred

stock referred to herein collectively as “Series A Preferred Stock”), each with a stated value of $ 1,000 per share (the “Original

Per Share Price”).

The Amended Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series

A Preferred Stock.

Terms not otherwise defined in this item shall have the meanings given in the Amended Certificate of Designation.

The Amended Certificate of Designation was filed with an effective date of March 14, 2024 and the Series A-2 Prime, A-3, A-4, and A-5

Preferred Stock have the following rights, has the following terms:

At all times following

the Issuance Date, while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be

entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-common-stock

basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other

than dividends in the form of common stock, which shall be made in accordance with the terms of the Amended Certificate of Designation)

actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall

be made in accordance with the terms of the Amended Certificate of Designation) are paid on shares of the common stock.

Voting Rights .

Subject to certain limitations described in the Amended

Certificate of Designation, the Series A Preferred Stock is voting stock.

Holders of the Series A Preferred Stock are entitled to vote

together with the Common Stock on an as-if-converted-to-Common-Stock basis.

Holders of Common Stock are entitled to one vote for each

share of Common Stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series A Preferred Stock will be

entitled to one vote for each whole share of Common Stock into which their Series A Preferred Stock is then-convertible on all matters

submitted to a vote of stockholders.

Upon any Liquidation, the assets of the Company available

for distribution to its stockholders shall be distributed among the holders of the shares of Series A Preferred Stock and Common Stock,

pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if

they had been converted to Common Stock pursuant to the terms of the Amended Certificate of Designation immediately prior to such Liquidation,

without regard to any limitations on conversion set forth in the Amended Certificate of Designation or otherwise.

Subject to the limitations set forth in the Amended Certificate

of Designation, at the option of the holder, each share of Series A-2 Prime Preferred Stock, Series A-3 Convertible Preferred Stock, Series

A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock shall be convertible into a number of shares of Common Stock

obtained by dividing the Original Per Share Price ($ 1,000 ) of each such share of Series A-2 Prime Convertible Preferred Stock, Series

A-3Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock by the applicable conversion

price of $ 0.49 , $ 0.54 ,$ 0.59 and $ 0.74 for the Series A-2 Prime Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series

A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock, respectively.

Subject to certain

limitations described in the Amended Certificate of Designation, the Series A Preferred Stock is voting stock.

Holders of the Series

A Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis.

Holders of common

stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders

of Series A Preferred Stock will be entitled to one vote for each whole share of common stock into which their Series A Preferred Stock

is then-convertible on all matters submitted to a vote of stockholders.

Liquidation .

Upon any Liquidation, the

assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A

Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares

of Series A Preferred Stock as if they had been converted to common stock pursuant to the terms of the Amended Certificate of Designation

immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the Amended Certificate of Designation

or otherwise.

Subject to the limitations

set forth in the Amended Certificate of Designation, at the option of the holder, each share of Series A-2 Prime Preferred Stock, Series

A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock shall be convertible

into a number shares of common stock obtained by dividing the Original Per Share Price ($ 1,000 ) of each such share of Series A-2 Prime

Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible

Preferred Stock by the applicable conversion price of $ 4.90 , $ 0.54 , $ 0.59 and $ 0.74 for the Series A-2 Prime Convertible Preferred Stock,

Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock or Series A-5 Convertible Preferred Stock, respectively.

Pursuant to the terms of the Certificate of Correction to the Amended Series A Certificate of Designation filed on August 13, 2025 (which

correction was effective as of March 14, 2024 pursuant to Section 103(f) of the Delaware General Corporation Law), there was no adjustment

to the conversion prices for the Series A-3, A-4 and A-5 Preferred Stock as there were no shares outstanding in such series of preferred

stock at the time of the reverse stock split.

As of December 31, 2025, there were 2,265 shares of Series A-2 Prime Preferred Stock outstanding.

Issuance of Series B-1 Preferred Stock and Series B-2 Preferred

3 unchanged sentences

B-1 Convertible Preferred Stock.

50,000 Shares of Series B-1 Convertible Preferred Stock were issued at a price of $ 1,000.00 per share

and each share is convertible into shares of common stock at a rate equal to the initial $ 1,000 purchase price divided by the initial

conversion price of $ 1.00 per share.

Pursuant to the Certificate of Designation of Preferences, Rights and

Limitations of the Series B Convertible Preferred Stock filed with the Delaware Secretary of State on March 14, 2024, as corrected by

the Certificate of Correction to Series B Certificate of Designation filed with the Delaware Secretary of State on November 8, 2024 (the

“Series B Certificate of Designation”), each share of Series B-1 Preferred Stock is, subject to approval of the Company’s

stockholders, convertible into shares of common stock of the Company and, if applicable, shares of Series B-2 Convertible Preferred Stock

(the “Series B-2 Preferred Stock”), in lieu of common stock.

The Company has designated 50,000 shares of Series A-1 Preferred Stock

and 50,000 shares of Series B-2 Preferred Stock.

The Series B Certificate of Designation states that, to the extent that the conversion

of the Series B-1 preferred stock results in a beneficial ownership interest in excess of the maximum percentage of common stock upon

conversion, the holders will receive them as converted equivalent for the remaining shares in preferred stock.

50,000 Shares of Series B-1 Convertible Preferred Stock were issued at a price of $ 1,000 per share and

each share is convertible into shares of common stock at a rate equal to the initial $ 1,000 purchase price divided by the initial conversion

price of $ 1.00 per share.

Pursuant to the Certificate of Designation of

Preferences, Rights and Limitations of the Series B Convertible Preferred Stock filed with the Delaware Secretary of State on March 14,

2024, as corrected by the Certificate of Correction to Series B Certificate of Designation filed with the Delaware Secretary of State

on November 8, 2024 (the “Series B Certificate of Designation”), each share of Series B-1 Preferred Stock is, subject to

approval of the Company’s stockholders, convertible into shares of common stock of the Company and, if applicable, shares of Series

B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”), in lieu of common stock.

The Company has designated 50,000 shares of Series

B-1 Preferred Stock and 50,000 shares of Series B-2 Preferred Stock.

The Series B Certificate of Designation states that, to the extent

that the conversion of the Series B-1 preferred stock results in a beneficial ownership interest in excess of the maximum percentage

of common stock upon conversion, the holders will receive them as converted equivalent for the remaining shares in preferred stock.

On June 20, 2024, The Company held its annual

stockholder meeting, and as a result, stockholder approval for the conversion of the Series B-1 Convertible Preferred Stock was obtained

On July 5, 2024, pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred

Stock, the Company issued 42,118,000 shares of common stock and 7,882 shares of Series B-2 preferred stock in settlement of the automatic

conversion of the Series B-1Convertible Preferred Stock.

The Series B-1 Preferred Stock have the following rights:

Prior to the receiving Stockholder Approval, dividends will

accrue, on all issued and outstanding shares of Series A-1 Preferred Stock, prior to and in preference to all other shares of capital

stock of the Company, at an annual rate of eight percent ( 8 %) compounded annually on the original per share price (plus any such accreted

compounded amounts);

provided that such annual dividend rate shall increase to fourteen percent ( 14 %) if Stockholder Approval is not obtained

at the first meeting of stockholders following the date of the Preferred Stock offering.

If such dividends are not declared and paid in

cash, the dividend amounts will be added to the aggregate liquidation preference then outstanding of the Series B-1 Preferred Stock.

all times following the Issuance Date, while shares of Series B-1 Preferred Stock are issued and outstanding, holders of Series B Preferred

Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series B-1 Preferred Stock equal (on an as-if-converted-to-Common-Stock

basis and without regard to any limitations on conversion set forth herein or otherwise)to and in the same form as dividends (other than

dividends in the form of Common Stock, which shall be made in accordance with the terms of the Series B Certificate of Designation) actually

paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of Common Stock, which shall be made

in accordance with the terms of the Series B Certificate of Designation) are paid on shares of the Common Stock.

(“Stockholder Approval”).

was received on June 20, 2024.

Subject to certain limitations described in the Series B

Certificate of Designation holders of the Series B-1 Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock

basis as determined by dividing the liquidation preference with respect to such shares of Series B-1Preferred Stock by the conversion

Holders of common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Unless and until the Company has obtained the Stockholder Approval, the number of shares of Common Stock that shall be deemed issued upon

conversion of the Series B Preferred Stock (for purposes of calculating the number of aggregate votes that the holders of Series B Preferred

Stock are entitled to on an as-converted basis) will be equal to that number of shares equal to 19.9 % of the Company’s outstanding

Common Stock as of the Signing Date (excluding for purposes of the calculation, any securities issued on the Signing Date) (the “Cap”),

which each such holder being able to vote the number of shares of Series B Preferred Stock held by it relative to the total number of

shares of Series B Preferred Stock then outstanding multiplied by the Cap.

Notwithstanding the foregoing, the holders of the Series B

Preferred Stock are not entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock-basis with regard to the

approval of the issuance of Common Stock upon conversion of the Series B Preferred Stock.

On the tenth trading day following the announcement of the Stockholder

Approval, each share of Series B-1 Preferred Stock shall automatically convert into a unit consisting of:

(1) the number of shares of

common stock equal to the quotient of (A) the liquidation preference with respect to such share of Series B-1 Preferred Stock, divided

by (B) the conversion price, provided that, to the extent the share conversion would cause such Holder’s beneficial ownership to

exceed 9.99 %, such holder shall receive shares of Series B-2 Preferred Stock in lieu of common stock, on a one-for-one basis, with respect

to the number of shares of common stock that exceed 9.99 % ownership divided by 1,000 .

On July 5, 2024, pursuant to the Certificate of Designation of Preferences, Rights and Limitations

of the Series B Convertible Preferred Stock, the Company issued 4,211,800 shares of common stock and 7,882 shares of Series B-2 preferred

stock in settlement of the automatic conversion of the Series B-1 Convertible Preferred Stock.

The Series B-1 Preferred Stock had the following

Prior to receiving Stockholder

Approval, dividends accrued, on all issued and outstanding shares of Series B-1 Preferred Stock, prior to and in preference to all other

shares of capital stock of the Company, at an annual rate of eight percent ( 8 %) compounded annually on the original per share price (plus

any such accreted compounded amounts);

provided that such annual dividend rate shall increase to fourteen percent ( 14 %) if Stockholder

Approval is not obtained at the first meeting of stockholders following the date of the Preferred Stock offering.

If such dividends are

not declared and paid in cash, the dividend amounts will be added to the aggregate liquidation preference then outstanding of the Series

B-1 Preferred Stock.

At all times following the Issuance Date, while

shares of Series B-1 Preferred Stock are issued and outstanding, holders of Series B Preferred Stock shall be entitled to receive, and

the Company shall pay, dividends on shares of Series B-1 Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without

regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in

the form of common stock, which shall be made in accordance with the terms of the Series B Certificate of Designation) actually paid

on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock, which shall be made in

accordance with the terms of the Series B Certificate of Designation) are paid on shares of the common stock.

Stockholder approval was

received on June 20, 2024.

Subject to certain limitations

described in the Series B Certificate of Designation holders of the Series B-1 Preferred Stock are entitled to vote together with the

common stock on an as-if-converted-to-common-stock basis as determined by dividing the liquidation preference with respect to such shares

of Series B-1 Preferred Stock by the conversion price.

Holders of common stock are entitled to one vote for each share of common stock

held on all matters submitted to a vote of stockholders.

Unless and until the Company has obtained the Stockholder Approval, the number

of shares of common stock that shall be deemed issued upon conversion of the Series B Preferred Stock (for purposes of calculating the

number of aggregate votes that the holders of Series B Preferred Stock are entitled to on an as-converted basis) will be equal to that

number of shares equal to 19.9 % of the Company’s outstanding common stock as of the Signing Date (excluding for purposes of the

calculation, any securities issued on the Signing Date) (the “Cap”), which each such holder being able to vote the number

of shares of Series B Preferred Stock held by it relative to the total number of shares of Series B Preferred Stock then outstanding

multiplied by the Cap.

Notwithstanding the foregoing, the holders of the Series B Preferred Stock are not entitled to vote together with

the common stock on an as-if-converted-to-Common-Stock-basis with regard to the approval of the issuance of common stock upon conversion

of the Series B Preferred Stock.

On the tenth trading day following the announcement

of the Stockholder Approval, each share of Series B-1 Preferred Stock automatically converted into a unit consisting of:

(1) the number

of shares of common stock equal to the quotient of (A) the liquidation preference with respect to such share of Series B-1 Preferred

Stock, divided by (B) the conversion price, provided that, to the extent the share conversion would cause such Holder’s beneficial

ownership to exceed 9.99 %, such holder shall receive shares of Series B-2 Preferred Stock in lieu of common stock, on a one-for-one basis,

with respect to the number of shares of common stock that exceed 9.99 % ownership divided by 1,000 .

Liquidation Preference :

The Series B-1 Preferred Stock had a liquidation

preference of one-times the original per share price of $ 1,000 per share, plus any accrued but unpaid dividends thereon, whether or not

declared, subject to certain customary anti-dilution adjustments.

The Series B-2 Preferred Stock has the following rights:

Dividends will accrue, on all issued and outstanding shares

of Series B-2 Preferred Stock, prior to and in preference to all other shares of capital stock of the Company, at an annual rate of eight

percent ( 8 %) compounded annually on the original per share price (plus any such accreted compounded amounts).

If such dividends are not

declared and paid in cash, the dividend amounts will be added to the aggregate liquidation preference then outstanding.

Subject to certain limitations described in the Series B Certificate

of Designation, the Series B-2 Preferred Stock is voting stock.

Holders of the Series B-2 Preferred Stock are entitled to vote together

with the common stock on an as-if-converted-to-common-stock basis.

Holders of common stock are entitled to one vote for each share of

common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series B-2 Preferred Stock will be entitled

to one vote for each whole share of common stock into which their Series B-2 Preferred Stock is then-convertible on all matters submitted

to a vote of stockholders.

Upon any Liquidation, the assets of the Company available

for distribution to its stockholders shall be distributed among the holders of the shares of Series B Preferred Stock and common stock,

pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series B Preferred Stock as if

they had been converted to common stock pursuant to the terms of the Certificate of Designation immediately prior to such Liquidation,

without regard to any limitations on conversion set forth in the Series B Certificate of Designation or otherwise.

Subject to the limitations set forth in the Series B Certificate

of Designation, at the option of the holder thereof, each share of Series B-2 Preferred Stock, is convertible into the number of shares

of common stock equal to the quotient of (A) the stated value ($ 1,000 ), divided by (B) the conversion price of $ 1.00 .

The Series B-1

Preferred Stock had a liquidation preference of one-times the original per share price of $ 1,000 per share, plus any accrued but unpaid

dividends thereon, whether or not declared, subject to certain customary anti-dilution adjustments.

The Series B-2 Preferred Stock has the following

Following the Issuance Date,

while shares of Series B Preferred Stock are issued and outstanding, holders of Series B Preferred Stock shall be entitled to receive,

and the Corporation shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis and

without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends

in the form of common stock, which shall be made in accordance with Section 7(a)) actually paid on shares of the common stock when, as

and if such dividends (other than dividends in the form of common stock, which shall be made in accordance with Section 7(a)) are paid

on shares of the common stock.

Subject to certain limitations

described in the Series B Certificate of Designation, the Series B-2 Preferred Stock is voting stock.

Holders of the SeriesB-2 Preferred

Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis.

Holders of common stock are entitled

to one vote for each share of common stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series B-2

Preferred Stock will be entitled to one vote for each whole share of common stock into which their Series B-2 Preferred Stock is then-convertible

on all matters submitted to a vote of stockholders.

Liquidation :

Upon any Liquidation, the

assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series B

Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares

of Series B preferred Stock as if they had been converted to common stock pursuant to the terms of the Certificate of Designation immediately

prior to such Liquidation, without regard to any limitations on conversion set forth in the Series B Certificate of Designation or otherwise.

Subject to the limitations

set forth in the Series B Certificate of Designation, at the option of the holder thereof, each share of Series B-2 Preferred Stock,

is convertible into the number of shares of common stock equal to the quotient of (A) the stated value ($ 1,000 ), divided by (B) the conversion

price of $ 10.00 .

As of December 31, 2025, all shares of Series B-2 Preferred Stock have been converted into common stock.

Warrant Liability

1 unchanged sentence

9), the Company issued the Warrants.

After the Warrants were legally issued as a result of the automatic

conversion of the Series A-1 Preferred Stock upon shareholder approval, they became immediately exercisable at the option of the holder.

The Company determined that the Warrants, while still contingently issuable, qualified as derivative instruments pursuant to ASC 815-40,

Contracts in an Entity’s Own Equity and that the Warrants were considered issued for accounting purposes concurrently with

the Series A-1 Preferred Stock.

On June 26, 2023, the Company held its annual shareholder meeting,

and as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

On July 11, 2023, pursuant to

the Certificate of Designation, the Company issued, in addition to common stock and Series A-2 Preferred Stock, (i) Tranche A Warrants

to acquire 47,852,430 shares of Series A-3 Preferred Stock, (ii) Tranche B Warrants to acquire 43,502,206 shares of Series A-4 Preferred

Stock, and (iii) Tranche C Warrants to acquire 69,603,531 shares of Series A-5 Preferred Stock.

On March 13, 2024 the Company and each Investor

amended and restated the following warrants:

(i) tranche A warrants to acquire an aggregate of 47,852,430 shares of Series A-3 Convertible

Preferred Stock of the Company convertible into 47,852,430 shares of common stock that were issued on July 11 2023 (the “Original

Tranche A Warrants”) have been amended and restated to acquire an aggregate of 25,840.3122 shares of Series A-3 Convertible Preferred

Stock (as amended, the “Amended Tranche A Warrants”) convertible into 47,852,430 shares of common stock;

(ii) tranche B warrants

to acquire an aggregate of 43,502,206 shares of Series A-4 Convertible Preferred Stock of the Company convertible into 43,502,206 shares

of common stock that were issued on July 11, 2023 (the “Original Tranche B Warrants”) have been amended and restated to acquire

an aggregate of 25,666.30154 shares of Series A-4 Convertible Preferred Stock (as amended, the “Amended Tranche B Warrants”)

convertible into 43,502,206 shares of common stock and (iii) tranche C warrants to acquire an aggregate of 69,603,531 shares of Series

A-5 Convertible Preferred Stock of the Company convertible into 69,603,531 shares of common stock that were issued on July 11, 2023 (the

“Original Tranche C Warrants”, and together with the Original Tranche A Warrants and Tranche B Warrants, the “Original

Warrants”) have been amended and restated to acquire 51,506.61294 shares of Series A-5 Convertible Preferred Stock (as amended,

the “Amended Tranche C Warrants,” together with the Amended Tranche A Warrants and the Amended Tranche B Warrants, the “Amended

Warrants”) convertible into 69,603,351 shares of common stock.

The Amended Warrants have the same terms and conditions as the original

warrants except that such Amended Warrants:

(i) reduced the amount of shares of Series A-3 Convertible Preferred Stock, Series A-4 Convertible

Preferred Stock and Series A-5 Convertible Preferred Stock into which such Amended Warrants are convertible as described above;

for the issuance of fractional shares of Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable

upon exercise of such Amended Warrants and (ii) revised the exercise price to be $ 1,000 per share of Series A-3 Preferred Stock, Series

A-4 Preferred Stock and Series A-5 Preferred Stock, as applicable in such Amended Warrants.

The aggregate exercise price, the amount of

shares of Common Stock upon conversion of the Series A-3 Preferred Stock, the Series A-4 Preferred Stock and the Series A-5 Preferred

Stock and exercise period in the Amended Warrants did not change from the Original Warrants.

The Warrants are recognized as liabilities in the balance sheets and

were initially recognized at fair value at the time of issuance.

The Warrants are also subject to remeasurement at each balance sheet

date after issuance.

Any change in fair value is recognized as a component of other income (expense) in the statements of operations in

the period of change.

The valuation of the Warrants contains unobservable inputs that reflect

the Company’s own assumptions for which there is little market data.

Accordingly, the Warrants are measured at fair value on a recurring

basis using unobservable inputs and are classified as Level 3 inputs.

The significant unobservable inputs used in the fair value measurement

of the Company’s Warrants include, but are not limited to, probability of obtaining certain shareholder approvals, probability of

reaching certain technical milestones related to the development of Oxylanthanum Carbonate, and the estimated term of the Warrants.

increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement.

a change in the assumption used for the probability of obtaining certain shareholder approvals is not correlated to a change in the probability

of reaching certain technical milestones.

However, a change to the assumption used for the probability of obtaining certain shareholder

approvals or a change in the probability of reaching certain technical milestones would have been accompanied by a directionally opposite

change and a directionally similar change, respectively, in the assumption used for the estimated term.

The fair value of the contingently issuable Warrants associated with

After the Warrants were legally issued as a result

of the automatic conversion of the Series A-1 Preferred Stock upon shareholder approval, they became immediately exercisable at the option

of the holder.

The Company determined that the Warrants, while initially contingently issuable, qualified as derivative instruments pursuant

to ASC 815-40, Contracts in an Entity’s Own Equity and that the Warrants were considered issued for accounting purposes

concurrently with the Series A-1 Preferred Stock.

On June 26, 2023, the Company held its annual

shareholder meeting, and as a result, shareholder approval for the conversion of the Series A-1 Preferred Stock was obtained.

11, 2023, pursuant to the Series A Certificate of Designation, the Company issued, in addition to common stock and Series A-2 Preferred

Stock, (i) a Tranche A Warrant to acquire 4,785,243 shares of Series A-3 Preferred Stock, (ii) a Tranche B Warrant to acquire 4,350,221

shares of Series A-4 Preferred Stock, and (iii) a Tranche C Warrant to acquire 6,960,353 shares of Series A-5 Preferred Stock.

In March 2024, the Company entered into an exchange

agreement with certain accredited investors, pursuant to which the accredited investors surrendered all shares of Series A-2 Preferred

Stock held by them in exchange for shares of new preferred stock to be known as Series A-2 Prime Preferred Stock having rights set forth

in the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred

The Warrants are recognized as liabilities in

the balance sheets and were initially recognized at fair value at the time of issuance.

The Warrants are also subject to remeasurement

at each balance sheet date after issuance.

Any change in fair value is recognized as a component of other income (expenses) in the statements

of operations in the period of change.

The valuation of the Warrants contains unobservable

inputs that reflect the Company’s own assumptions for which there is little market data.

Accordingly, the Warrants are measured

at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs.

The significant unobservable inputs

used in the fair value measurement of the Company’s Warrants include, but are not limited to, probability of obtaining certain

shareholder approvals, probability of reaching certain technical milestones related to the development of oxylanthanum carbonate, and

the estimated term of the Warrants.

Significant increases (decreases) in any of those inputs in isolation would result in a significantly

higher (lower) fair value measurement.

Generally, a change in the assumption used for the probability of obtaining certain shareholder

approvals is not correlated to a change in the probability of reaching certain technical milestones.

However, a change to the assumption

used for the probability of obtaining certain shareholder approvals or a change in the probability of reaching certain technical milestones

would have been accompanied by a directionally opposite change and a directionally similar change, respectively, in the assumption used

for the estimated term.

The fair value of the Warrants associated with

the Company’s March 2023 private placement transaction was determined as of March 3, 2023, and March 31, 2023, by using a Monte

3 unchanged sentences

(i) the threshold of exercising the warrant, (ii) the price

of the underlying security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v)

the risk-free rate, (vi) the number of paths, (vii) estimated probability assumptions surrounding shareholder approval as well as the

achievement by the Company of technical milestones associated with regulatory and commercial progress, and (viii) an estimated discount

of the underlying security, (iii) the time to expiration, or expected term, (iv) the expected volatility of the underlying security,

(v) the risk-free rate, (vi) the number of paths, (vii) estimated probability assumptions surrounding shareholder approval as well as

the achievement by the Company of technical milestones associated with regulatory and commercial progress, and (viii) an estimated discount

for lack of marketability.

The MCS valuation model was used for the valuation performed as of

the transaction inception on March 3, 2023, and on March 31, 2023, due to uncertainty in the timing of shareholder approval and the potential

variability in the Warrant exercise price.

On June 26, 2023, the Company held its annual shareholder meeting, and as a result, shareholder

approval for the issuance of common shares upon the conversion of the Series A-1 Preferred Stock was obtained and the exercise price for

the Warrants became fixed.

Therefore, as of December 31, 2023 and December 31, 2024, the fair value of the Warrants was determined using

a Black Scholes model using parameters including (i) the exercise price of the warrant, (ii) the price of the underlying security, (iii)

the time to expiration, or expected term, (iv) the expected volatility of the underlying security, (v) the risk-free rate, and (vi) estimated

probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory and commercial progress.

These valuation techniques involve management’s estimates and

judgment based on unobservable inputs and are classified in Level 3.

The fair value estimates may not be indicative of the amounts that

would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying assumptions used,

which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease) in the probabilities

of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher (lower) fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will have a directionally opposite impact

on fair value measurement.

The Company uses a third-party valuation expert to assist in the determination

of the fair value of the Warrants.

The tables below summarize the valuation inputs into the Black Scholes model for the liability associated

with the three tranches of Warrants at December 31, 2023, and December 31, 2024.

The MCS valuation model

was used for the valuation performed as of the transaction inception on March 3, 2023, and on March 31, 2023, due to uncertainty in

the timing of shareholder approval and the potential variability in the Warrant exercise price.

On June 26, 2023, the Company held

its annual shareholder meeting, and as a result, shareholder approval for the issuance of common shares upon the conversion of the

Series A-1 Preferred Stock was obtained and the exercise price for the Warrants became fixed.

Therefore, as of December 31, 2024 and

December 31, 2025, the fair value of the Warrants was determined using a Black Scholes model using parameters including (i) the

exercise price of the warrant, (ii) the price of the underlying security, (iii) the time to expiration, or expected term, (iv) the

expected volatility of the underlying security, (v) the risk-free rate, (vi) discount for lack of marketability, and (vii) estimated

probability assumptions surrounding the achievement by the Company of technical milestones associated with regulatory and commercial

These valuation techniques involve management’s

estimates and judgment based on unobservable inputs and are classified in Level 3.

The fair value estimates may not be indicative of

the amounts that would be realized in a market exchange.

Additionally, there may be inherent uncertainties or changes in the underlying

assumptions used, which could significantly affect the current or future fair value estimates.

Generally, a significant increase (decrease)

in the probabilities of shareholder approval and the achievement of technical milestones would have resulted in a significantly higher

(lower) fair value measurement;

however, changes in other inputs such as expected term and price of the underlying common stock will

have a directionally opposite impact on fair value measurement.

The Company uses a third-party valuation expert

to assist in the determination of the fair value of the Warrants.

The tables below summarize the valuation inputs into the Black Scholes

model for the liability associated with the three tranches of Warrants at December 31, 2024 and December 31, 2025.

Tranche A Warrant

At December 31,

Fair value of underlying stock

7 unchanged sentences

Discount for lack of marketability

Probability for FDA approval

Probability for receipt of FDA approval for oxylanthanum

38.48 % - 39.29 %

64.80 % - 66.83 %

Tranche B Warrant

At December 31,

Fair value of underlying stock

3 unchanged sentences

Risk free rate

4.4 % – 4.8 %

Dividend yield

1 unchanged sentence

Discount for lack of marketability

Probability for FDA approval

Probability for receipt of Transitional Drug Add-On Payment

Adjustment approval for oxylanthanum carbonate

Tranche C Warrant

At December 31,

Fair value of underlying stock

3 unchanged sentences

Risk free rate

4.0 % – 4.4 %

Dividend yield

1 unchanged sentence

Discount for lack of marketability

Probability for FDA approval

Probability for public disclosure of financial results

for four (4) quarters of commercial sales for oxylanthanum carbonate following receipt of Transitional Drug Add-On Payment Adjustment

0.01 % - 27.46 %

As of the issuance date March 3, 2023, the Company estimated the fair

value of the Warrants to be $ 2.8 million.

As of December 31, 2023, the Company estimated the fair value of the Warrants to be $ 13.1 million.

As of December 31, 2024, the Company estimated the fair value of the Warrants to be $ 18.9 million.

The following table summarizes activity for the Company’s Warrants

for the year ended December 31, 2024 (includes the conversion effect in the liquidation preference of accrued dividends):

1.56 % - 51.2 %

As of the issuance date (March 3, 2023), the

Company estimated the fair value of the Warrants to be $ 2.8 million.

As of December 31, 2024 and December 31, 2025, the Company estimated

the fair value of the Warrants to be $ 18.9 million and $ 16.9 million, respectively.

The following table summarizes activity, on an

as-converted to common shares basis, for the Company’s preferred stock warrants for the year ended December 31, 2025:

Number of Average

4 unchanged sentences

Outstanding, December 31, 2024 16,095,817 $ 6.40 2.12 $ -

Warrants issued 160,958,167 0.64 2.34 36,864

Warrants contingently issuable -

Warrants exercised ( 277,000 ) -

1 unchanged sentence

Stock-based Compensation

On July 15, 2021, in connection with the completion of the Company’s

IPO, the Company adopted a new comprehensive equity incentive plan, the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”).

Following the effective date of the 2021 Plan, no further awards may be issued under the 2018 Plan or the 2019 Plan (collectively, the

“Prior Plans”).

However, all awards under the Prior Plans that are outstanding as of the effective date of the 2021 Plan will

continue to be governed by the terms, conditions and procedures set forth in the Prior Plans and any applicable award agreements.

of 1,302,326 shares of common stock were reserved for issuance pursuant to the 2021 Plan prior to our annual meeting on June 26, 2023.

Shareholders approved an increase to the number of shares reserved on June 26, 2023, and accordingly, at December 31, 2023, approximately

12,775,996 shares were reserved for issuance.

On June 20, 2024, shareholders approved a further increase of 8,000,000 shares, to the number

of shares reserved, for a total of 20,775,996 shares.

The 2021 Plan provides for the issuance of incentive stock options, non-statutory

stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

As of December 31, 2023,

approximately 2,815,503 shares of common stock were available under the 2021 Plan.

As of December 31, 2024, there are approximately 7,433,327

shares of common stock available under the 2021 Plan.

The following table summarizes activity for stock options under all

plans for the year ended December 31, 2024:

On July 15, 2021, in

connection with the completion of the Company’s IPO, the Company adopted a new comprehensive equity incentive plan, the 2021

Omnibus Equity Incentive Plan (the “2021 Plan”).

Following the effective date of the 2021 Plan, no further awards may be

issued under the 2018 Plan or the 2019 Plan (collectively, the “Prior Plans”).

However, all awards under the Prior Plans

that are outstanding as of the effective date of the 2021 Plan will continue to be governed by the terms, conditions and procedures

set forth in the Prior Plans and any applicable award agreements.

A total of 130,233 shares of common stock were reserved for

issuance pursuant to the 2021 Plan prior to our annual meeting on June 26, 2023.

Shareholders approved an increase to the number of

shares reserved on June 26, 2023, and accordingly, at December 31, 2023, approximately 1,277,600 shares were reserved for issuance.

On June 20, 2024, shareholders approved a further increase of 800,000 shares, to the number of shares reserved, for a total of

2,077,600 shares.

On January 1, 2025, pursuant to a 4 % evergreen increase provision in the 2021 Plan, the amount of shares reserved

under the Plan increased by 1,235,316 shares, to the number of shares reserved, for a total of 3,312,916 shares.

The 2021 Plan

provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock,

restricted stock units, and other stock-based awards.

As of December 31, 2024, approximately 743,333 shares of common stock were

available under the 2021 Plan.

As of December 31, 2025, there are approximately 1,310,150 shares of common stock available under the

On January 1, 2026, pursuant to a 4 % evergreen increase provision in the 2021 Plan, the amount of shares reserved

under the Plan increased by 884,570 shares, to the number of shares reserved, for a total of 4,197,486 shares.

The following table summarizes activity for stock

options under all plans for the year ended December 31, 2025:

Number of Average

10 unchanged sentences

The grant date fair value of options granted during the year ended

December 31, 2024, was $ 2.8 million.

As of December 31, 2024, the unrecognized compensation cost related

to outstanding stock options was $ 5.5 million, which is expected to be recognized as expense over approximately 4.0 years.

December 31, 2025, was approximately $ 2.8 million.

As of December 31, 2025, the unrecognized compensation

cost related to outstanding stock options was $ 5.6 million, which is expected to be recognized as expense over approximately 3.6 years.

During the year ended December 31, 2021, employees and consultants

1 unchanged sentence

A portion of these options were exercised early

(prior to vesting), and as of September 30, 2024, none of the options remained unvested.

(prior to vesting), and as of December 31, 2024, none of the options remained unvested.

Proceeds received related to the vested portion

of options of $ 2,500 were reclassified to equity during the year ended December 31, 2024.

During May 2022, the Company granted a consultant 10,000 restricted

stock units with a grant date fair value of $ 7,200 , resulting in a fair value per share of $ 0.72 .

The restricted stock units vested in

During August 2023, the Company granted a consultant 10,000 restricted

stock units with a grant date fair value of $ 7,500 , resulting in a fair value per share of $ 0.75 .

The restricted stock units will vest

in March 2025.

During August 2024, the Company granted a consultant 11,765 restricted

stock units with a grant date fair value of $ 4,000 , resulting in a fair value per share of $ 0.34 .

The restricted stock units will vest

in August 2026.

During May 2022, the Company granted a consultant

1,000 restricted stock units with a grant date fair value of $ 7,200 , resulting in a fair value per share of $ 7.20 .

The restricted stock

units vested in May 2024.

During August 2023, the Company granted a consultant

1,000 restricted stock units with a grant date fair value of $ 7,500 , resulting in a fair value per share of $ 7.50 .

The restricted stock

units vested in March 2025.

During August 2024, the Company granted a consultant

1,177 restricted stock units with a grant date fair value of $ 4,000 , resulting in a fair value per share of $ 3.40 .

The restricted stock

units will vest in August 2026.

During July 2025, the Company granted a consultant

2,500 restricted stock units with a grant date fair value of $ 11,775 , resulting in a fair value per share of $ 4.71 .

The restricted stock

units will vest in July 2027.

The Company has recorded stock-based compensation

5 unchanged sentences

Fair Value of Stock Options

The assumptions are based on the following for each of the periods

Expected Term - The expected term is calculated using the simplified

method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior.

The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with

graded vesting.

The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term

under this method.

Common Stock Fair Value - The fair value of the common stock

underlying the Company’s stock options prior to the initial public offering was estimated at each grant date and was determined

on a periodic basis and based either on transactions with third parties in which common stock was sold for cash or with the assistance

of an independent third-party valuation expert.

Subsequent to our initial public offering, the fair value underlying the Company’s

common stock is determined based on the public market closing price on each date of grant.

The assumptions underlying these valuations

represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management

Volatility - The expected volatility being used is derived from

the historical stock volatilities of a representative industry peer group of comparable publicly listed companies over a period approximately

equal to the expected term of the options.

Risk-free Interest Rate - The risk-free interest rate is based

on median U.S.

Treasury zero coupon issues with remaining terms similar to the expected term on the options.

Expected Dividend – Through December 31, 2024, the Company

has never declared nor paid any cash dividends.

The Company shall modify its dividend policy to state that the Company intends to pay

dividends to all stockholders, including holders of Series A Preferred Stock on an as-if-converted-to-common-stock basis, on a quarterly

basis in an amount of which the aggregate of all quarterly dividends shall equal at least seventy-five percent ( 75 %) of its annual net

cash flow from operations following the approval of Oxylanthanum Carbonate by the FDA if obtained, and the commencement of commercial

The following average assumptions were used to

calculate the fair value of awards granted to employees, directors and non-employees for the years ended December 31, 2023, and 2024:

Ended December 31,

The assumptions are based on the following for

each of the periods presented:

Expected Term - The expected

term is calculated using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting

employment termination behavior.

The simplified method is based on the vesting period and the contractual term for each grant, or for

each vesting-tranche for awards with graded vesting.

The mid-point between the vesting date and the maximum contractual expiration

date is used as the expected term under this method.

Common Stock Fair Value - The

fair value of the common stock underlying the Company’s stock options prior to the initial public offering was estimated at each

grant date and was determined on a periodic basis and based either on transactions with third parties in which common stock was sold

for cash or with the assistance of an independent third-party valuation expert.

Subsequent to our initial public offering, the fair value

underlying the Company’s common stock is determined based on the public market closing price on each date of grant.

The assumptions

underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application

of significant levels of management judgment.

Volatility - The expected volatility

being used is derived from the historical stock volatilities of a representative industry peer group of comparable publicly listed companies

over a period approximately equal to the expected term of the options.

Risk-free Interest Rate - The

risk-free interest rate is based on median U.S.

Treasury zero coupon issues with remaining terms similar to the expected term on the

Expected Dividend – Through

December 31, 2025, the Company has never declared nor paid any cash dividends on common stock.

The Company shall modify its dividend

policy to state that the Company intends to pay dividends to all stockholders, including holders of Series A Preferred Stock on an as-if-converted-to-common-stock

basis, on a quarterly basis in an amount of which the aggregate of all quarterly dividends shall equal at least seventy-five percent

( 75 %) of its annual net cash flow from operations following the approval of oxylanthanum carbonate by the FDA if obtained, and the commencement

of commercial sales.

The following averaged assumptions were used

to calculate the fair value of awards granted to employees, directors and non-employees for the years ended December 31, 2024 and December

Expected volatility

5 unchanged sentences

Expected term

5.50 - 6.25 years

A reconciliation of the provision for income taxes

to the amount computed by applying the statutory income tax rate of 21 % to the net loss is summarized for the years ended December 31,

2023, and 2024 is as follows:

December 31, 2023

December 31, 2024

5.50 years - 6.25 years

The Company’s pre-tax loss for the years ended

December 31, 2024 and 2025 is from U.S.

For the years ended December 31, 2024 and 2025, the Company did not record a current

or deferred income tax expense or benefit.

A reconciliation of the provision for income

taxes to the amount computed by applying the statutory income tax rate of 21 % to the net loss is summarized for the year ended December

31, 2024 as follows:

Income taxes (benefit) at statutory rates

2 unchanged sentences

Fair value adjustment on warrants

Officers’ compensation

Effective income tax rate

For the years ended December 31, 2023 and 2024, the Company did not

record a deferred income tax expense or benefit.

Income tax expense has been nominal for the years ended December 31, 2023 and 2024.

Deferred tax assets and liabilities are recognized for the expected

tax consequences attributable to the differences between financial reporting and the tax basis of existing assets and liabilities and

operating loss carryforward, and they are measured using enacted tax rates expected to be in effect when differences are expected to reverse.

A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such loss

carryforward and deferred tax asset will not be realized.

Significant components of the Company’s deferred tax assets at December

31, 2023 and 2024 are shown below (in thousands):

The table below provides the updated requirements

of ASU 2023-09 (in thousands) for the year ended December 31, 2025:

Year Ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate

State and local income taxes, net of federal benefit (1)

Research and development (“R&D”) credits

Changes in valuation allowance

Non-taxable or non-deductible items:

Officers’ compensation

Fair value adjustment on warrants

Changes in unrecognized tax benefits

Other adjustments:

(1) The state(s) that contribute to the majority

(greater than 50%) of the tax effect in this category is California for year ending December 31, 2025.

The Company did not pay federal or state cash

income taxes or have cash income taxes refunded in the year ended December 31, 2025.

Deferred tax assets and liabilities are recognized

for the expected tax consequences attributable to the differences between financial reporting and the tax basis of existing assets and

liabilities and operating loss carryforward, and they are measured using enacted tax rates expected to be in effect when differences

are expected to reverse.

A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely

than not that such loss carryforward and deferred tax asset will not be realized.

Significant components of the Company’s deferred

tax assets at December 31, 2024 and 2025 are shown below (in thousands):

Deferred tax assets:

4 unchanged sentences

Accrued expenses

Gross deferred tax assets

Total gross deferred tax assets

valuation allowance

3 unchanged sentences

Net deferred tax assets / liabilities

The valuation allowance increased by $ 8.5 million during the year ended

December 31, 2024.

The Company has concluded, based upon ASC 740, that it is more likely than not the Company will not realize any benefit

from the deferred tax assets related to certain Federal and state net operating loss and credit carryforwards.

Accordingly, the Company

has established a full valuation allowance against its Federal and state deferred tax assets.

As of December 31, 2024, the Company had available Federal and state

net operating loss carryforwards of approximately $ 39.2 million and $ 40.0 million, respectively, to reduce future taxable income, if any.

Federal net operating losses generated prior to 2018 and all state net operating losses generated expire in varying amounts beginning

The net operating losses generated after 2017 do not expire and will be able to offset 80 % of taxable income generated in the

As of December 31, 2024, the Company had research and development credit

carryforwards of approximately $ 1,353,000 and $ 631,000 available to reduce future taxable income, if any, for federal and state income

tax purposes, respectively.

These credits have been provided a full reserve under ASC 740-10.

The federal credit carryforwards begin to

expire in 2037, and the state credit carryforwards can be carried forward indefinitely.

Utilization of net operating losses and tax credits may be subject

to an annual limitation due to ownership change limitations provided in the Internal Revenue Code of 1986, as amended (the “Code”),

and similar state provisions.

The effect of an ownership change would be the imposition of annual limitation on the use of net operating

loss (“NOL”) carryforwards attributable to periods before the change in ownership.

An assessment of such ownership changes

under Section 382 of the Code was not completed through December 31, 2024, and as such the Company is not able to determine the impact

on the NOLs and tax credit carryforwards, if any, as of the date of the financial statements.

To the extent that an assessment is completed

in the future, the Company’s ability to utilize tax attributes could be restricted on a year-by-year basis and certain attributes

could expire before they are utilized.

The Company applies the guidance under ASC 740, subtopic 10-50-15,

Unrecognized Tax Benefit Related Disclosures (formerly FASB Interpretation 48, Accounting for Uncertainty in Income Taxes).

to be realized, a tax position must be more likely than not to be sustained upon examination by tax authorities.

The amount recognized

is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon settlement.

This interpretation also

provides guidance on measurement, de-recognition, classification, interest and penalties.

The following table summarizes the changes to the Company’s gross

unrecognized tax benefits for the years ended December 31, 2023 and 2024 (in thousands):

The valuation allowance increased by $ 6 million

during the year ended December 31, 2025.

The Company has concluded, based upon ASC 740, that it is more likely than not the Company will

not realize any benefit from the deferred tax assets related to certain Federal and state net operating loss and credit carryforwards.

Accordingly, the Company has established a full valuation allowance against its Federal and state deferred tax assets.

As of December 31, 2025, the Company had available

Federal and state net operating loss carryforwards of approximately $ 64 million and $ 46.8 million, respectively, to reduce future taxable

income, if any.

Federal net operating losses generated prior to 2018 and all state net operating losses generated expire in varying amounts

beginning in 2037.

The net operating losses generated after 2017 do not expire and will be able to offset 80 % of taxable income generated

in the future.

As of December 31, 2025, the Company had research

and development credit carryforwards of approximately $ 1.8 million and $ 0.9 million available to reduce future taxable income, if any,

for federal and state income tax purposes, respectively.

These credits are fully reserved against under ASC 740-10.

The federal credit

carryforwards begin to expire in 2037, and the state credit carryforwards can be carried forward indefinitely.

Utilization of net operating losses and tax credits

may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code of 1986, as amended

(the “Code”), and similar state provisions.

The effect of an ownership change would be the imposition of annual limitation

on the use of net operating loss (“NOL”) carryforwards attributable to periods before the change in ownership.

An assessment

of such ownership changes under Section 382 of the Code was not completed through December 31, 2025, and as such the Company is not able

to determine the impact on the NOLs and tax credit carryforwards, if any, as of the date of the financial statements.

To the extent that

an assessment is completed in the future, the Company’s ability to utilize tax attributes could be restricted on a year-by-year

basis and certain attributes could expire before they are utilized.

The Company applies the guidance under ASC 740,

subtopic 10-50-15, Unrecognized Tax Benefit Related Disclosures (formerly FASB Interpretation 48, Accounting for Uncertainty in Income

For benefits to be realized, a tax position must be more likely than not to be sustained upon examination by tax authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon settlement.

This interpretation also provides guidance on measurement, de-recognition, classification, interest and penalties.

The following table summarizes the changes to

the Company’s gross unrecognized tax benefits for the years ended December 31, 2024 and 2025 (in thousands):

Beginning balance

2 unchanged sentences

Ending balance

As of December 31, 2023 and 2024, the total unrecognized tax benefit

was approximately $ 1.0 million and $ 2.0 million, respectively.

The Company does not expect any material changes to the estimated amount

of liability associated with its uncertain tax positions within the next 12 months.

The Company’s policy is to recognize interest

and penalties related to uncertain tax positions in income tax expense.

As of December 31, 2024, the Company had no accrued interest and

penalties related to uncertain tax positions.

As of December 31, 2024 and 2025, the total unrecognized

tax benefit was approximately $ 2 million and $ 2.7 million, respectively.

The Company’s policy is to recognize interest and penalties

related to uncertain tax positions in income tax expense.

As of December 31, 2025, the Company had no accrued interest and penalties

related to uncertain tax positions.

The Company files U.S.

and state income tax returns with varying statutes

of limitations.

federal and state income

tax returns with varying statutes of limitations.

Tax years 2018 and forward remain open to examination due to the carryover of NOL carryforwards.

There are no ongoing

examinations by taxing authorities at this time.

There are no ongoing examinations by taxing authorities at this time.

On July 4, 2025, the U.S.

President signed into

law H.R.1, the legislation commonly known as the One Big Beautiful Bill Act (OBBBA).

This legislation extended, modified, or made permanent

many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017.

The OBBBA contains a number

of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures, modifications

to the limitation on business interest, bonus depreciation modifications, as well as international tax provision modifications.

tax provisions apply to either tax years beginning after December 31, 2024 or December 31, 2025.

The impact of this legislation was not

material to the Company’s financial position and results of operation for the year ended December 31, 2025.

Income Taxes Disclosures – In December

2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU2023-09 requires

disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

Company adopted this standard prospectively for the period ending December 31, 2025.

The adoption of the standard impacted the 2025 income

tax disclosures.

Net Loss Per Share

The Company computes net loss per share using the two-class method.

The two-class method uses an earnings allocation formula that determines net loss per share for common stock and any participating securities

according to dividends declared and participation rights in undistributed earnings.

Diluted net loss per share includes the potential dilutive effect of

common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive.

equivalents include:

The Company computes net income (loss) per share

using the two-class method.

The two-class method uses an earnings allocation formula that determines net income (loss) per share for

common stock and any participating securities according to dividends declared and participation rights in undistributed earnings.

Diluted net income (loss) per share includes

the potential dilutive effect of common stock equivalents as if such securities were converted or exercised during the period, when the

effect is dilutive.

Common stock equivalents include:

(i) outstanding stock options and restricted stock units;

(ii) common stock to be issued upon the assumed exercise

of the Company’s common stock warrants;

and (iii) prior to issuance, the issuable warrants related to the Company’s March

private placement financing.

Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference

between basic and diluted income (loss) per common share for periods with net losses.

(ii) common stock to

be issued upon the assumed exercise of the Company’s common stock warrants;

(iii) convertible preferred stock;

and (iv) prior to

issuance, the issuable warrants related to the Company’s March 2023 private placement financing.

The following table sets forth the computation of basic and diluted

net loss per share of common and preferred stock (in thousands, except share and per share data):

Deemed dividends on Series A-1 Preferred Stock

Dividends on Series B-1 Preferred Stock

Basic net loss per share

Cash Dividends to Series B holders

Net loss attributable to common shares, basic and diluted

1 unchanged sentence

Net loss per share attributable to common stockholders, basic and diluted

The following outstanding shares of potentially dilutive securities

were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

The following outstanding shares of potentially

dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them

would have been antidilutive:

Options to purchase common stock

Warrants to purchase common stock

Restricted stock units

Common stock issuable upon conversion of Series B-2 convertible preferred stock

Common stock issuable upon conversion of Series A-2 Prime convertible preferred stock

Warrants to purchase convertible preferred stock

Subsequent Events

On February 18, 2025, the Company issued 1,400,000 shares of common

stock, upon conversion of 686 shares of the Company’s Series A-2 Prime Preferred Stock.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

Subsequent to December

31, 2025, pursuant to a sales agreement dated November 13, 2024 between the Company and Guggenheim Securities, LLC, as amended by

Amendment No.

1 thereto dated November 14, 2025, the Company sold 3,123,537 shares of common stock at an average price of $ 6.51 per

share, resulting in net proceeds to the Company of approximately $ 19.6 million.

On March 12, 2026, a purported stockholder

made a demand on the Company’s Board of Directors to commence a civil action against certain of the Company’s current

and former officers and directors for breaching their fiduciary duties based on the same alleged misconduct as alleged in the

Securities Class Action and Derivative Actions described in Note 7 (the “Demand”).

At this early stage of the

proceedings, the Company is unable to make any prediction regarding the outcome of the Securities Class Action, the Derivative

Actions, or the Demand.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data