Xenetic Biosciences, Inc. 10-Q

ITEM 1 – FINANCIAL STATEMENTS XENETIC BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash $ 6,471,766 $ 7,883,632 Prepaid expenses and other 182,311 166,294 Total current assets 6,654,077 8,049,926 Other assets 313,921 313,921 Total assets $ 6,967,998 $ 8,363,847 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 322,537 $ 258,109 Accrued expenses and other current liabilities 572,440 709,916 Total current liabilities 894,977 968,025 Total liabilities 894,977 968,025 Commitments and contingencies – Stockholders' equity: Preferred stock, 10,000,000 shares authorized Series B, $ 0.001 par value: 0 and 1,454,545 shares issued and outstanding as of June 30, 2026 and December 31, 2025 – 1,454 Common stock, $ 0.001 par value; 10,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 2,345,882 and 2,293,757 shares issued as of June 30, 2026 and December 31, 2025; 2,343,181 and 2,291,056 shares outstanding as of June 30, 2026 and December 31, 2025 2,346 2,294 Additional paid in capital 212,359,529 212,294,851 Accumulated deficit ( 201,261,408 ) ( 199,875,331 ) Accumulated other comprehensive income 253,734 253,734 Treasury stock ( 5,281,180 ) ( 5,281,180 ) Total stockholders' equity 6,073,021 7,395,822 Total liabilities and stockholders' equity $ 6,967,998 $ 8,363,847 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 XENETIC BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Revenue: Royalty revenue $ 660,601 $ 589,897 $ 1,467,524 $ 1,183,158 Total revenue 660,601 589,897 1,467,524 1,183,158 Operating costs and expenses: Research and development ( 552,013 ) ( 656,557 ) ( 1,213,456 ) ( 1,535,586 ) General and administrative ( 1,080,278 ) ( 657,752 ) ( 1,727,875 ) ( 1,314,393 ) Total operating costs and expenses ( 1,632,291 ) ( 1,314,309 ) ( 2,941,331 ) ( 2,849,979 ) Loss from operations ( 971,690 ) ( 724,412 ) ( 1,473,807 ) ( 1,666,821 ) Other income (expense): Other (expense) income ( 72 ) 1,477 ( 93 ) 1,555 Interest income, net 42,067 34,232 87,823 73,422 Total other income 41,995 35,709 87,730 74,977 Net loss $ ( 929,695 ) $ ( 688,703 ) $ ( 1,386,077 ) $ ( 1,591,844 ) Basic and diluted net loss per share $ ( 0.41 ) $ ( 0.45 ) $ ( 0.60 ) $ ( 1.03 ) Weighted-average shares of common stock outstanding, basic and diluted 2,294,364 1,542,139 2,292,719 1,542,139 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 XENETIC BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) THREE MONTHS ENDED JUNE 30, 2026 Preferred Stock Common Stock   Number of Shares Par Value ($0.001) Number of Shares Par Value ($0.001) Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Income Treasury Stock Total Stockholders' Equity Balance as of April 1, 2026 1,454,545 $ 1,454 2,293,757 $ 2,294 $ 212,306,163 $ ( 200,331,713 ) $ 253,734 $ ( 5,281,180 ) $ 6,950,752 Issuance of common stock in connection with restricted stock – – 7,000 7 ( 7 ) – – – – Conversion of Series B Preferred Stock to common stock ( 1,454,545 ) ( 1,454 ) 45,125 45 1,409 – – – – Share-based expense – – – – 51,964 – – – 51,964 Net loss – – – – – ( 929,695 ) – – ( 929,695 ) Balance as of June 30, 2026 – $ – 2,345,882 $ 2,346 $ 212,359,529 $ ( 201,261,408 ) $ 253,734 $ ( 5,281,180 ) $ 6,073,021 SIX MONTHS ENDED JUNE 30, 2026 Preferred Stock Common Stock   Number of Shares Par Value ($0.001) Number of Shares Par Value ($0.001) Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Income Treasury Stock Total Stockholders' Equity Balance as of January 1, 2026 1,454,545 $ 1,454 2,293,757 $ 2,294 $ 212,294,851 $ ( 199,875,331 ) $ 253,734 $ ( 5,281,180 ) $ 7,395,822 Issuance of common stock in connection with restricted stock – – 7,000 7 ( 7 ) – – – – Conversion of Series B Preferred Stock to common stock ( 1,454,545 ) ( 1,454 ) 45,125 45 1,409 – – – – Share-based expense – – – – 63,276 – – – 63,276 Net loss – – – – – ( 1,386,077 ) – – ( 1,386,077 ) Balance as of June 30, 2026 – $ – 2,345,882 $ 2,346 $ 212,359,529 $ ( 201,261,408 ) $ 253,734 $ ( 5,281,180 ) $ 6,073,021 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 XENETIC BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) THREE MONTHS ENDED JUNE 30, 2025 Preferred Stock Common Stock   Number of Shares Par Value ($0.001) Number of Shares Par Value ($0.001) Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Income Treasury Stock Total Stockholders' Equity Balance as of April 1, 2025 1,804,394 $ 1,804 1,544,840 $ 1,545 $ 208,244,999 $ ( 198,097,612 ) $ 253,734 $ ( 5,281,180 ) $ 5,123,290 Share-based expense – – – – 15,683 – – – 15,683 Net loss – – – – – ( 688,703 ) – – ( 688,703 ) Balance as of June 30, 2025 1,804,394 $ 1,804 1,544,840 $ 1,545 $ 208,260,682 $ ( 198,786,315 ) $ 253,734 $ ( 5,281,180 ) $ 4,450,270 SIX MONTHS ENDED JUNE 30, 2025 Preferred Stock Common Stock   Number of Shares Par Value ($0.001) Number of Shares Par Value ($0.001) Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Income Treasury Stock Total Stockholders' Equity Balance as of January 1, 2025 1,804,394 $ 1,804 1,544,840 $ 1,545 $ 208,225,748 $ ( 197,194,471 ) $ 253,734 $ ( 5,281,180 ) $ 6,007,180 Share-based expense – – – – 34,934 – – – 34,934 Net loss – – – – – ( 1,591,844 ) – – ( 1,591,844 ) Balance as of June 30, 2025 1,804,394 $ 1,804 1,544,840 $ 1,545 $ 208,260,682 $ ( 198,786,315 ) $ 253,734 $ ( 5,281,180 ) $ 4,450,270 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 XENETIC BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,386,077 ) $ ( 1,591,844 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based expense 63,276 34,934 Changes in operating assets and liabilities: Prepaid expenses and other ( 16,017 ) ( 151,900 ) Other assets – 313,921 Accounts payable, accrued expenses and other liabilities ( 73,048 ) 9,167 Net cash used in operating activities ( 1,411,866 ) ( 1,385,722 ) Net change in cash ( 1,411,866 ) ( 1,385,722 ) Cash at beginning of period 7,883,632 6,165,568 Cash at end of period $ 6,471,766 $ 4,779,846 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ – $ – SUPPLEMENTAL SCHEDULE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES: Issuance of common stock in connection with restricted stock $ 7 $ – Conversion of Series B preferred stock to common stock $ 1,454 $ – The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 XENETIC BIOSCIENCES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The Company Background Xenetic Biosciences, Inc. (“Xenetic” or the “Company”), incorporated in the state of Nevada and based in Framingham, Massachusetts, is a biopharmaceutical company focused on advancing innovative immune-oncology technologies addressing difficult to treat cancers. The Company’s proprietary Deoxyribonuclease (“DNase”) technology is designed to improve outcomes of existing treatments, including immunotherapies, by targeting neutrophil extracellular traps (“NETs”), which are involved in cancer progression. Xenetic is currently focused on advancing its systemic DNase program into the clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors. As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), unless otherwise indicated, all references herein to “Xenetic,” the “Company,” “we” or “us” refer to Xenetic Biosciences, Inc. and its wholly-owned subsidiaries. The Company, directly or indirectly, through its wholly-owned subsidiaries, Hesperix S.A. (“Hesperix”) and Xenetic Biosciences (U.K.) Limited (“Xenetic UK”), and the wholly-owned subsidiaries of Xenetic UK, Lipoxen Technologies Limited (“Lipoxen”), Xenetic Bioscience, Incorporated and SymbioTec, GmbH (“SymbioTec”), own various United States (“U.S.”) federal trademark registrations and applications along with unregistered trademarks and service marks, including but not limited to XCART™, OncoHist™, PolyXen™, ErepoXen™, and ImuXen™, which may be used throughout this Quarterly Report. All other company and product names may be trademarks of the respective companies with which they are associated. Going Concern and Management’s Plan Management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has incurred substantial losses since its inception and expects to continue to incur operating losses in the near-term. The Company believes that its existing resources will be adequate to fund the Company’s operations for a period of at least twelve months from the date of the issuance of these financial statements. In addition, the Company raised $4.0 million in an underwritten offering of common stock in October 2025. However, the Company anticipates it will need additional capital in the long-term to pursue its business initiatives. While the Company believes it will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding, or other means to continue as a going concern, the terms, timing and extent of any future financing will depend upon several factors, including the achievement of progress in its product development programs, its ability to identify and enter into licensing or other strategic arrangements, its continued listing on the Nasdaq Stock Market (“Nasdaq”), and factors related to financial, economic, geo-political, industry and market conditions, many of which are beyond its control. The capital markets for the biotech industry can be highly volatile, which make the terms, timing and extent of any future financing uncertain. 8 Recent Developments The Company and its board of directors (the “Board”) have initiated a formal strategic review process with the assistance of outside financial and legal advisors. The Company is considering a wide range of alternatives to maximize shareholder value, including, but not limited to, the sale of all or part of the Company or its assets or a business combination, including a “reverse merger”, share exchange or similarly structured transaction. An independent committee of the Board has engaged in discussions with third parties regarding potential transactions. Any such completed transaction could have a significant impact on the Company’s stockholders, including if the transaction would result in the current investors of the counterparty holding a substantial majority of the Company’s outstanding common stock following consummation of the potential transaction. Given the current stage of such discussions, at this time there is no way to quantify the potential impact of a transaction, if any. There is no deadline or definitive timetable set for the completion of the strategic alternatives process, and there can be no assurance any proposal will be made or accepted, any agreement will be executed, or any transaction will be consummated in connection with this review. In addition, if the Company does enter into definitive agreements with respect to a potential transaction, the Company expects that consummation of the potential transaction would be subject to a number of conditions, including approval by the Company’s stockholders and Nasdaq, and other customary conditions, which would be out of the Company’s control and may never be satisfied. The Company remains committed to advancing its DNase technology and does not intend to make further announcements regarding the review process unless and until the Board approves a specific transaction or otherwise determines that further disclosure is appropriate. 2. Risks and Uncertainties Impact of Global Conflicts on Operations The short and long-term implications of geopolitical events and global conflicts, including those in Ukraine and the Middle East are difficult to predict at this time. The imposition of current and future sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business, financial condition, and results of operations. 3. Summary of Significant Accounting Policies Preparation of Interim Financial Statements The accompanying condensed consolidated interim financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The results for the interim periods are not necessarily indicative of results for the full year. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026, and amended on April 24, 2026. Principles of Consolidation The condensed consolidated financial statements of the Company include the accounts of Hesperix, Xenetic UK and Xenetic UK’s wholly-owned subsidiaries: Lipoxen, Xenetic Bioscience, Incorporated, and SymbioTec. Certain of the Company’s subsidiaries require guarantees of support from Xenetic. While all intercompany balances and transactions have been eliminated in consolidation, the Company has $ 0.2 million of cash collateralizing these guarantees. 9 Segment Information The Company is principally engaged in pre-clinical research and development activities to advance its DNase technology. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as a single operating segment. The Company’s measure of segment profit or loss is net loss. The CODM manages and allocates to the operations of the Company on a total company basis. Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how best to deploy these resources across functions, therapeutic areas and research and development projects that are in line with the Company’s long-term company-wide strategic goals. Consistent with this decision-making process, the CODM uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company’s single reporting segment. A reconciliation to the condensed consolidated net loss for the three and six months ended June 30, 2026 and 2025 is as follows: Schedule of net loss by segment Three Months Ended June 30, 2026 2025 Revenue $ 660,601 $ 589,897 Program expenses (1) 544,641 645,021 Non-program expenses (2) 856,035 486,895 Salaries and wages 179,651 166,710 Other segment items (3) 9,969 ( 20,026 ) Net loss $ ( 929,695 ) $ ( 688,703 ) Six Months Ended June 30, 2026 2025 Revenue $ 1,467,524 $ 1,183,158 Program expenses (1) 1,202,870 1,520,819 Non-program expenses (2) 1,367,090 909,410 Salaries and wages 308,095 384,816 Other segment items (3) ( 24,454 ) ( 40,043 ) Net loss $ ( 1,386,077 ) $ ( 1,591,844 ) (1) Includes external research and development. (2) Includes information technology, legal, intellectual property and other general and administrative expenses. (3) Includes stock-based compensation expense, interest income and other (expense) income. Basic and Diluted Net Loss per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding during the period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of stock options that are outstanding during the period, except where such non-participating securities would be anti-dilutive. 10 For the three and six months ended June 30, 2026 and 2025, basic and diluted net loss per share are the same for each respective period due to the Company’s net loss position. Potentially dilutive, non-participating securities have not been included in the calculations of diluted net loss per share, as their inclusion would be anti-dilutive. 4. Significant Strategic Collaborations Takeda Pharmaceutical Co. Ltd. (together with its wholly-owned subsidiaries, “Takeda”) In October 2017, the Company granted to Takeda the right to grant a non-exclusive sublicense to certain patents related to the Company’s PolyXen technology that were previously exclusively licensed to Takeda in connection with products related to the treatment of blood and bleeding disorders. Royalty payments of approximately $ 0.7 million and $ 1.5 million were recorded as revenue by the Company during the three and six months ended June 30, 2026, respectively, and approximately $ 0.6 million and $ 1.2 million were recorded as revenue by the Company during the three and six months ended June 30, 2025, respectively. These payments are based on single digit royalties on net sales of certain covered products. The Company’s policy is to recognize royalty payments as revenue when they are reliably measurable, which is upon receipt of reports from Takeda. The Company receives these reports in the quarter subsequent to the actual sublicensee sales. At the time the revenue was received, there were no remaining performance obligations and all other revenue recognition criteria were met. Catalent Pharma Solutions LLC (“Catalent”) On June 30, 2022, the Company entered into a Statement of Work (the “SOW”) with Catalent to outline the general scope of work, timeline, and pricing pursuant to which Catalent will provide certain services to the Company to perform cGMP manufacturing of the Company’s recombinant protein, Human DNase I. The parties agreed to enter into a Master Services Agreement that will contain terms and conditions to govern the project contemplated by the SOW and that will supersede the addendum to the SOW containing Catalent's standard terms and conditions. The Company has paid Catalent approximately $ 3.0 million through June 30, 2026, of which approximately $ 28,000 has been recognized as an advance payment and is included in prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025, respectively, and approximately $ 0.1 million has been recognized as a liability and is included in accrued expenses and other current liabilities as of both June 30, 2026 and December 31, 2025. In addition, approximately $ 0.3 million was recognized within other assets as of both June 30, 2026 and December 31, 2025. Scripps Research Institute (“Scripps Research”) On March 17, 2023, the Company and Scripps Research entered into a Research Funding and Option Agreement (the “Agreement”), pursuant to which the Company has agreed to provide Scripps Research an aggregate of up to $ 0.9 million to fund research relating to advancing the pre-clinical development of the Company’s DNase technology. Under the Agreement, the Company has the option to acquire a worldwide exclusive license to Scripps Research’s rights in the Technology or Patent Rights (as defined in the Agreement), as well as a non-exclusive, royalty-free, non-transferrable license to make and use TSRI Technology (as defined in the Agreement) solely for the Company’s internal research purposes during the performance of the research program contemplated by the Agreement. During the second quarter of 2024, the Company amended the Agreement to extend the term to October 31, 2024 with no additional funding required. On November 1, 2024, the Company and Scripps Research entered into a Second Amendment to the Agreement (the “Second Amendment”) extending the term of the Agreement for an additional twelve (12) month period and to provide Scripps Research additional funding in an aggregate amount of up to approximately $ 400,000 to fund continuing research. The research funding was payable by the Company to Scripps Research on a monthly basis in accordance with a negotiated budget, which provided for an initial payment of approximately $65,000 on the date of the Second Amendment and subsequent monthly payments of approximately $65,000 over a 5-month period. All other terms of the Agreement remain unchanged. 11 Effective May 1, 2025, the Company and Scripps Research entered into a Third Amendment to the Agreement (the “Third Amendment”), pursuant to which the Company expanded the services to be performed under the Agreement and provided Scripps Research additional funding in an aggregate amount of up to approximately $ 0.4 million to fund continuing research. The research funding was payable by the Company to Scripps Research on a monthly basis in accordance with a negotiated budget, which provided for an initial payment of approximately $70,000 on the date of the Third Amendment and subsequent monthly payments of approximately $70,000 over a 5-month period. All other terms of the Agreement remained unchanged. Effective November 1, 2025, the Company and Scripps Research entered into a Fourth Amendment to the Agreement (the “Fourth Amendment”), pursuant to which the Company extended and expanded the services to be performed under the Agreement and provided Scripps Research with additional funding in an aggregate amount of up to approximately $ 0.3 million . The research funding was payable by the Company to Scripps Research on a monthly basis in accordance with a negotiated budget, which provided for an initial payment of approximately $85,000 on the effective date of the Fourth Amendment and subsequent monthly payments of approximately $85,000 over a 3-month period. All other terms of the Agreement remained unchanged. Effective March 1, 2026, the Company and Scripps Research entered into a Fifth Amendment to the Agreement (the “Fifth Amendment”), pursuant to which the Company extended and expanded the services to be performed under the Agreement and agreed to provide Scripps Research additional funding in an aggregate amount of up to approximately $ 0.5 million . The research funding is payable by the Company to Scripps Research on a monthly basis in accordance with a negotiated budget, which provides for an initial payment of approximately $80,000 on the effective date of the Fifth Amendment and subsequent monthly payments of approximately $80,000 over a 5-month period. All other terms of the Agreement remain unchanged. The Company paid Scripps Research approximately $ 2.4 million under the Agreement through June 30, 2026, of which approximately $ 0.1 million was included in accounts payable as of June 30, 2026 and $ 0.2 million was included in accrued expenses and other current liabilities as of December 31, 2025. University of Virginia (“UVA”) On December 21, 2023, the Company entered into a Research Funding and Material Transfer Agreement with UVA (the “UVA Agreement”) to advance the development of our systemic DNase program. Under the terms of the UVA Agreement, i n addition to advancing our existing intellectual property, the Company has an option to acquire an exclusive license to any new intellectual property arising from the DNase research program. Allan Tsung, MD, a member of the Company’s Scientific Advisory Board and Chair of the Department of Surgery at the UVA School of Medicine, will oversee the research conducted under the UVA Agreement. In November 2024, the Company and UVA entered into an amendment to extend the UVA Agreement through December 2025. UVA produced preclinical and translational data under the UVA Agreement and has investigated combinations of DNase I with immunotherapies in models of primary and metastatic colorectal cancer. The Company is currently in discussions with UVA concerning potential expansion of the scope of work under the UVA Agreement. The Company paid UVA approximately $ 0.6 million under the UVA Agreement through June 30, 2026, of which approximately $ 31,000 was recorded within accrued expenses and other current liabilities as of December 31, 2025. There were no amounts outstanding as of June 30, 2026. Other Agreements The Company has also entered into various research, development, license and supply agreements with Serum Institute of India (“Serum Institute”), PJSC Pharmsynthez (“Pharmsynthez”) and SynBio LLC (“SynBio”), a wholly owned subsidiary of Pharmsynthez. The Company and its collaborative partners continue to engage in research and development activities with no resultant commercial products through June 30, 2026. No amounts were recognized as revenue related to the Serum Institute, Pharmsynthez or SynBio agreements during the three and six months ended June 30, 2026 and 2025, respectively. 12 5. Fair Value Measurements Accounting Standards Codification Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. As of June 30, 2026 and December 31, 2025, the carrying amounts of the Company’s financial instruments approximates fair value due to their short maturities. There were no financial instruments classified as Level 3 in the fair value hierarchy during the three and six months ended June 30, 2026 and 2025. 6. Stockholders’ Equity Series B Preferred Stock The Company has designated 2,500,000 shares as Series B preferred stock with each share having a stated value of $4.00 per share (the “Series B Preferred Stock”). As of December 31, 2025 there were approximately 1.5 million shares of Series B Preferred Stock issued and outstanding, which were convertible into approximately 45,000 shares of common stock representing the issuable maximum that could be issued upon the conversion of the outstanding Series B Preferred Stock. During the three and six-months ended June 30, 2026, all of the issued and outstanding Series B Preferred Stock was converted into approximately 45,000 shares of common stock. As a result, there were no issued and outstanding shares of Series B Preferred Stock as of June 30, 2026. There were no conversions during the three and six months ended June 30, 2025. Warrants The Company has warrants to purchase approximately 800 shares of the Company’s common stock outstanding as of both June 30, 2026 and December 31, 2025. These warrants have an exercise price of $ 29.09 per share of common stock and expire on July 3, 2026. None of these warrants were exercised or forfeited during the six months ended June 30, 2026 and 2025. 7. Share-Based Expense Total share-based expense related to stock options and restricted stock grants was approximately $52,000 and $16,000 for the three months ended June 30, 2026 and 2025, respectively, and approximately $63,000 and $35,000 for the six months ended June 30, 2026 and 2025, respectively. Share-based expense is classified in the condensed consolidated statements of operations as follows: Schedule of allocation of share-based compensation expense Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Research and development expenses $ – $ – $ – $ – General and administrative expenses 51,964 15,683 63,276 34,934 $ 51,964 $ 15,683 $ 63,276 $ 34,934 13 Employee Stock Options and Restricted Stock No employee stock option awards to purchase shares of common stock were granted or exercised during the three and six months ended June 30, 2026 and 2025. During the six months ended June 30, 2026, options to purchase 102 shares of common stock expired. During the three and six months ended June 30, 2025, options to purchase 64,062 shares and 89,878 shares of common stock expired. The Company granted restricted stock of 100,000 common shares during the three and six months ended June 30, 2026. No Restricted Stock was granted during the three and six months ended June 30, 2025. The Company recognized a total of approximately $ 52,000 and $ 16,000 of share-based expense related to employee stock options and restricted stock during the three months ended June 30, 2026 and 2025, respectively, and approximately $ 63,000 and $ 35,000 during the six months ended June 30, 2026 and 2025, respectively. Restricted stock of approximately 7,000 shares vested and were issued during the three and six months ended June 30, 2026. No restricted stock vested during the three and six months ended June 30, 2025. Non-Employee Stock Options There were no non-employee options outstanding as of both June 30, 2026 and December 31, 2025. No non-employee stock option grants expired during each of the three and six months ended June 30, 2026 and 2025. The Company did no t recognize any share-based expense related to non-employee stock options during each of the three and six months ended June 30, 2026 and 2025. 8. Income Taxes During each of the three and six months ended June 30, 2026 and 2025, there was no provision for income taxes as the Company incurred losses during both periods. Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company records a valuation allowance against its deferred tax assets as the Company believes it is more likely than not the deferred tax assets will not be realized. The valuation allowance against deferred tax assets was approximately $ 40.2 million and $ 39.9 million as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company did no t record any unrecognized tax positions. 9. Related Party Transactions The Company has entered into various research, development, license and supply agreements with PeriNess Ltd. (“PeriNess”), Serum Institute and Pharmsynthez, each a related party whose relationship has not materially changed from that disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026, as amended on April 24, 2026. The Company has paid PeriNess approximately $ 0.4 million to date under this contract through June 30, 2026. As of June 30, 2026 and December 31, 2025, approximately $ 50,000 was recorded as an advanced payment and included in prepaid expenses and other current assets. In addition, approximately $ 9,000 and $ 28,000 was reflected in accounts payable on the June 30, 2026 and December 31, 2025 consolidated balance sheets, respectively. No amounts were incurred in connection with agreements with Serum Institute and Pharmsynthez during the six months ended June 30, 2026 and 2025. During the first quarter of 2025, the Company entered into a Consulting Agreement with Dr. Dmitry Genkin, Chairman of our Board, to provide consulting services related to the Company’s DNase-based oncology program. This agreement was effective January 1, 2025 and the Company has paid Dr. Genkin approximately $ 0.5 million through June 30, 2026, of which approximately $ 30,000 was reflected within accounts payable as of both June 30, 2026 and December 31, 2025. Dr. Genkin does not receive any fees for his service as a member of the Board. 14