NASDAQ: REVB

2024

Operating expenses:

Research and development

$

4,063,857

$

3,548,996

General and administrative

5,006,957

4,426,113

Total operating expenses

9,070,814

7,975,109

Loss from operations

(9,070,814

)

(7,975,109

)

Other income (expense):

Change in fair value of warrant liability

2,158

81,441

Other income (expense), net

155,007

(7,144,868

)

Total other income (expense), net

157,165

(7,063,427

)

Net loss

$

(8,913,649

)

$

(15,038,536

)

Deemed dividends

(5,951,528

)

—

Net loss attributable to common stockholders

(14,865,177

)

(15,038,536

)

Net loss per share, basic and diluted

$

(23.95

)

$

(1,052.16

)

Weighted-average shares used to compute net loss per share, basic and diluted

620,785

14,293

See accompanying notes to the consolidated financial statements.

F-5

REVELATION BIOSCIENCES, INC.

Consolidated Statements of Changes in Stockholders’ Equity

Common Stock

Additional

Paid-in

Accumulated

Total

Stockholders’

Shares

Amount

Capital

Deficit

Equity

Balance as of December 31, 2023 (as previously reported)

16,484

$

16

$

32,114,801

$

(25,467,102

)

$

6,647,715

Retrospective application of reverse recapitalization

(15,138

)

(15

)

15

—

—

Reverse stock split fractional stock round up

25

—

—

—

—

Balance at December 31, 2023

1,371

1

32,114,816

$

(25,467,102

)

$

6,647,715

Issuance of common stock from the February 2024 Public Offering

670

1

5,417,052

—

5,417,053

Class D Pre-Funded Warrants exercises

6,441

6

121

—

127

Alternative cashless exercise of Class C Common Stock Warrants

18

—

57,589

—

57,589

Common stock issued for services

55

—

25,000

—

25,000

Class D Common Stock Warrants exercises

526

2

241,388

—

241,390

Class D Warrant Inducement exercises

13,271

13

3,501,263

—

3,501,276

Class E Common Stock Warrant Inducement exercises

21,174

21

3,687,897

—

3,687,918

Stock-based compensation expense

—

—

168,850

—

168,850

Net loss

—

—

—

(15,038,536

)

(15,038,536

)

Balance as of December 31, 2024

43,526

$

44

$

45,213,976

$

(40,505,638

)

$

4,708,382

Balance as of December 31, 2024 (as previously reported)

522,223

$

522

$

45,213,498

$

(40,505,638

)

$

4,708,382

Retrospective application of reverse recapitalization

(478,724

)

(478

)

478

—

—

Reverse stock split fractional stock round up

27

—

—

—

—

Balance at December 31, 2024

43,526

44

45,213,976

(40,505,638

)

4,708,382

Alternative cashless exercise of Class F Common Stock Warrants

42,336

42

(42

)

—

—

Issuance of RSA's

252,937

253

(253

)

—

—

Issuance of common stock from the May 2025 Public Offering

56,250

56

3,388,188

—

3,388,244

Class H Pre-Funded Warrants exercises

247,084

247

50

—

297

Class H Common Stock Warrants exercises

41,250

41

362,959

—

363,000

Class H Warrant Inducement exercises

900,584

901

8,718,452

—

8,719,353

Issuance of common stock for rollover RSU awards

2

—

—

—

—

Stock-based compensation expense

—

—

595,368

—

595,368

Net loss

—

—

—

(8,913,649

)

(8,913,649

)

Balance as of December 31, 2025

1,583,969

$

1,584

$

58,278,698

$

(49,419,287

)

$

8,860,995

See accompanying notes to the consolidated financial statements.

F-6

REVELATION BIOSCIENCES, INC.

Consolidated Statements of Cash Flows

Year Ended

December 31,

2025

2024

Cash flows from operating activities:

Net loss

$

(8,913,649

)

$

(15,038,536

)

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

Stock-based compensation expense

595,368

168,850

Depreciation expense

27,058

27,923

Non-cash lease expense

18,630

—

Loss on disposal of equipment

11,207

—

Change in fair value of warrant liability

(2,158

)

(81,441

)

Issuance of common stock for services

—

25,000

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

(44,598

)

17,992

Deferred offering costs

—

71,133

Other assets

(30,941

)

—

Accounts payable

(206,120

)

(576,277

)

Accrued expenses

269,756

(2,935,920

)

Operating lease liability

5,866

—

Net cash used in operating activities

(8,269,581

)

(18,321,276

)

Cash flows from investing activities:

Purchase of property and equipment

—

(19,171

)

Net cash used in investing activities

—

(19,171

)

Cash flows from financing activities:

Proceeds from the May 2025 Public Offering, net

3,388,244

—

Proceeds from Class H Pre-Funded Warrants exercises

297

—

Proceeds from the Class H Common Stock Warrants exercises

363,000

—

Proceeds from Warrant Inducement exercises, net

8,719,353

3,501,276

Proceeds from the February 2024 Public Offering, net

—

5,417,053

Proceeds from the Class D Common Stock Warrants exercises

—

241,390

Proceeds from Class D Pre-Funded Warrants exercises

—

127

Proceeds from the Class E Common Stock Warrants exercises

—

3,687,918

Net cash provided by financing activities

12,470,894

12,847,764

Net increase (decrease) in cash and cash equivalents

4,201,313

(5,492,683

)

Cash and cash equivalents at beginning of period

6,499,018

11,991,701

Cash and cash equivalents at end of period

$

10,700,331

$

6,499,018

Supplemental disclosure of non-cash investing and financing activities:

Alternative cashless exercises of Class F Common Stock Warrants

$

4,104,680

$

—

Fair Value of Class H Common Stock Warrants in connection with the May 2025 Public Offering

$

11,546,080

$

—

Fair Value of Class I Common Stock Warrants in connection with the Class H Warrant Inducement

$

23,686,845

$

—

Incremental fair value of the Class H Common Stock Warrants in connection with the Class H Warrant Inducement

$

91,455

$

—

Deemed dividend for exercise price reductions of warrants

$

5,951,528

$

—

Operating lease right-of-use asset exchanged for lease liability

$

740,918

$

—

Fair Value of Class G Common Stock Warrants

$

—

$

2,066,429

Fair Value of Class F Common Stock Warrants

$

—

$

4,104,680

Fair Value of Class E Common Stock Warrants in connection with the Class D Warrant Inducement

$

—

$

4,887,683

Incremental fair value of the Class D Common Stock Warrants in connection with the Class D Warrant Inducement

$

—

$

939,679

Equity issuance costs in connection with the Class D Warrant Inducement included in accounts payable

$

—

$

25,968

Fair Value of Class D Common Stock Warrants in connection with the February 2024 Public Offering

$

—

$

6,269,684

Alternative cashless exercise of Class C Common Stock Warrants

$

—

$

57,589

See accompanying notes to the consolidated financial statements.

F-7

REVELATION BIOSCIENCES, INC.

Notes to the Consolidated Financial Statements

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiary, referred to as “we,” us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We have multiple ongoing programs to evaluate Gemini, including GEM-AKI as a prevention for acute kidney injury (“AKI”) and GEM-CKD as a treatment for chronic kidney disease (“CKD”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Splits

On January 28, 2026, the Company effected a reverse stock split of its common stock with a ratio of 1-for-4 (the “2026 Reverse Split”). As a result of the 2026 Reverse Split, every 4 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2026 Reverse Split; any fractional shares were rounded up to the nearest whole share. All share numbers included herein have been retroactively adjusted to reflect the 2026 Reverse Split.

On July 7, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-3 (the “July 2025 Reverse Split”). As a result of the July 2025 Reverse Split, every 3 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock. No fractional shares were outstanding following the July 2025 Reverse Split; any fractional shares were rounded up to the next whole share. All share numbers included herein have been retroactively adjusted to reflect the July 2025 Reverse Split.

On January 28, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-16 (the “January 2025 Reverse Split”). As a result of the January 2025 Reverse Split, every 16 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the January 2025 Reverse Split; any fractional shares were rounded down to the nearest whole share. All share numbers included herein have been retroactively adjusted to reflect the January 2025 Reverse Split.

On January 25, 2024, the Company effected a reverse stock split of its common stock with a ratio of 1-for-30 (the “2024 Reverse Split”). As a result of the 2024 Reverse Split, every 30 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2024 Reverse Split; any fractional shares were rounded up to the nearest whole share. All share numbers included herein have been retroactively adjusted to reflect the 2024 Reverse Split.

In connection with each of the reverse stock splits described above, proportionate adjustments were made to all of the then outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plan were proportionately adjusted.

F-8

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of $8.9 million for the year ended December 31, 2025. As of December 31, 2025, the Company had an accumulated deficit of $49.4 million, a stockholders’ equity of $8.9 million and available cash and cash equivalents of $10.7 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for the Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance, which includes $10.7 million as of December 31, 2025, combined with approximately $6.7 million in net proceeds received in January 2026 in connection with a warrant inducement transaction (see Note 12), will be sufficient to sustain operations within one-year after the date that the Company’s audited financial statements for December 31, 2025 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The audited consolidated financial statements for December 31, 2025, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified to conform with the current period presentation format. These reclassifications had no effect on our total assets, total liabilities, or net loss.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income.

F-9

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years. Maintenance and repairs are charged to operating expense as incurred.

Leases

The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. The Company has elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Research and Development Expenses

All research and development costs are expensed as incurred. Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services). Payments made prior to the receipt of goods or services to be used for research and development expense are capitalized until the goods or services are received.

The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others. Some of these contractors bill monthly based on actual services performed. Other contractors bill periodically based upon achieving certain contractual milestones. For the contractors that bill periodically, the Company accrues the expenses as goods or services are used or rendered. Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial. Upfront costs, such as costs associated with setting up clinical trial sites for participation in the trials, are expensed immediately once incurred as research and development expenses.

Patent Costs

Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expenses in the consolidated statements of operations.

Stock-based Compensation

The Company recognizes stock-based compensation expense related to stock options, third-party warrants, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historical volatility, term, risk-free rate, and future dividends. The fair value of RSAs and RSUs is determined based on the Company’s stock price on the date of grant. The grant date fair value of the stock-based awards, which may have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur.

F-10

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances.

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these assets and liabilities. The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants is a Level 3 fair value measurement, for which the Company has historically valued using a Monte-Carlo simulation model for valuation. As of December 31, 2025 and 2024, the Company determined that the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balance sheets, is insignificant.

Warrants

The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants.

The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and revalued at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the consolidated statements of operations. Common stock warrants that meet all the criteria for equity classification are recorded as a component of additional paid-in capital.

Basic and Diluted Net Loss per Share

The Company follows the guidance in ASC 260, Earnings per Share (“ASC 260”), which establishes standards regarding the computation of earnings per share. Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common share equivalents are anti-dilutive and are therefore excluded. The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and excludes shares of restricted stock that are issued but unvested.

F-11

The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows:

December 31,

2025

December 31,

2024

Common stock warrants

4,338,773

80,040

Stock options

3

5

Total potentially dilutive securities

4,338,776

80,045

Comprehensive Loss

The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented.

Segment Reporting

Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.

The Company has one operating segment. The Company’s chief operating decision maker, which is the Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance (see Note 11 for further information).

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740)–Improvements to Income Tax Disclosures (“ASU 2023-09”). The new standard requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The Company adopted this ASU during the year ended December 31, 2025 on a prospective basis. See Note 10.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

3. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

December 31,

2025

December 31,

2024

Deposit on lab equipment

$

57,974

$

—

Prepaid insurance costs

19,375

17,198

Other prepaid expenses & current assets

33,948

49,501

Total prepaid expenses & other current assets

$

111,297

$

66,699

F-12

Property and Equipment, Net

Property and equipment, net consisted of the following:

December 31,

2025

December 31,

2024

Lab equipment

$

117,055

$

151,134

Total property and equipment, gross

117,055

151,134

Accumulated depreciation

(98,988

)

(94,802

)

Total property and equipment, net

$

18,067

$

56,332

Depreciation expense was $27,058 and $27,923 for the years ended December 31, 2025 and 2024, respectively.

Accrued Expenses

Accrued expenses consisted of the following:

December 31,

2025

December 31,

2024

Accrued payroll and related expenses

$

1,187,636

$

835,724

Accrued clinical development costs

78,935

41,203

Accrued professional fees

67,986

67,049

Accrued clinical study expenses

30,999

183,824

Accrued other expenses

32,088

2,246

Total accrued expenses

$

1,397,644

$

1,130,046

4. Commitments and Contingencies

Lease Commitments

The Company leases office space located at 4660 La Jolla Village Dr., Suite 100, San Diego, California, through a month-to-month rental agreement, with monthly rent of $151. Beginning in February 2021, the Company leased 2,140 square feet of laboratory space in San Diego, California (the “Lease”). In December 2024, the Company signed an amendment extending the Lease term until February 28, 2025. The base monthly rent was equal to $5,350, and the Company was required to maintain a security deposit of approximately $6,000. The Lease contained customary default provisions, representations, warranties and covenants. In addition to base rent, the Lease required the Company to pay certain taxes, insurance and operating costs relating to the leased premises. In 2024 upon amending the lease agreement, the Company applied the short-term lease exception as the amendment was less than twelve months. The Lease was classified as an operating lease. Subsequent to the expiration of the Lease, the Company began leasing the same space on a month-to-month basis with monthly rent of $5,350 per month, through December 31, 2025.

In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025. The Oberlin Lease, which is an operating lease, has a non-cancelable term of three years, with one three-year renewal option at fair market value. The exercise of the renewal option is not recognized as part of the right-of-use asset and lease liability, as the Company did not conclude that the exercise of renewal was reasonably certain to occur. The Oberlin Lease requires base monthly rent of approximately $33,000 which escalates annually by 3%, and contains provisions for free rent periods and an allowance for tenant improvements of up to approximately $54,000. In addition to base rent, the Oberlin Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises, which represent variable lease costs. On the lease commencement date, the Company recognized a right-of-use asset and lease liability of approximately $741,000 on its consolidated balance sheet. As the Oberlin Lease does not provide an implicit rate, the Company used its incremental borrowing rate of 9.5%, which was determined using a set of peer companies’ incremental borrowing rates. As of December 31, 2025, the remaining lease term of the Oberlin Lease was 2.9 years.

F-13

A summary of total lease costs relating to the Company’s leases is as follows:

December 31,

2025

December 31,

2024

Operating lease cost

$

24,496

$

—

Short-term lease cost

64,200

64,200

Variable lease cost

33,595

36,629

Total lease cost

$

122,291

$

100,829

Future minimum lease payments under the Oberlin Lease as of December 31, 2025 is as follows:

Year Ended December 31,

Amount

2026

$

93,052

2027

406,220

2028

382,583

Total lease payments

$

881,855

Less interest

(135,071

)

Total lease liability

746,784

Current portion of lease liability

23,013

Lease liability, net of current portion

$

723,771

Commitments

The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

5. Financings

February 2024 Public Offering

On February 5, 2024, the Company closed a public offering of 670 shares of its common stock, 6,441 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 14,219 shares of common stock with an initial exercise price of $869.76, which expire on February 5, 2029 (the “Class D Common Stock Warrants”). Net cash proceeds to the Company from the offering were $5.4 million and issuance costs were $0.8 million, including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. During 2024, all of the Class D Pre-Funded Warrants, and certain of the Class D Common Stock Warrants were exercised. See additional discussion below under Class D Warrant Inducement and Common Stock Issuances during the year ended December 31, 2024. Also, see Note 9 for additional information regarding the Class D Common Stock Warrants.

Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the February 2024 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the public offering, totaling $0.5 million of issuance costs.

F-14

Class D Warrant Inducement

On August 21, 2024, the Company entered into warrant exercise inducement offer letters (the “Class D Warrant Inducement”) with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 13,271 shares of its common stock, at a reduced exercise price of $288.00 per share. In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the Class D Warrant Inducement, the Company paid Roth a cash fee of approximately $0.3 million for its services. The Company received net cash proceeds of approximately $3.5 million, net of issuance costs of $0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants issued in the private placement were registered on Form S-3 (File No. 333-281909) with the SEC and declared effective on September 12, 2024. In addition, see Note 9 for additional information regarding the Class E Common Stock Warrants.

The Class D Warrant Inducement, which resulted in the issuance of the Class E Common Stock Warrants in exchange for the cash exercise of the Class D Common Stock Warrants and a reduction of the Class D Common Stock Warrants exercise price, was considered a warrant modification under the guidance of ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”). In addition, the warrant modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the warrant modification was to induce the holders of the Class D Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class D Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class D Common Stock Warrants and the Class E Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.9 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class D Common Stock Warrants immediately before and after the warrant modification (see Note 9).

Class E Warrant Inducement

On December 3, 2024, the Company entered into warrant exercise inducement offer letters (the “Class E Warrant Inducement”) with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 21,167 shares of common stock with an exercise price of $192.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 21,168 shares of its common stock and Class G Common Stock Warrants exercisable for 31,751 shares of its common stock. The Class E Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class E Warrant Inducement, the Company agreed to pay Roth a cash fee of $0.3 million for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $3.7 million, net of issuance costs of $0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No. 333-281909), which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and the Class G Common Stock Warrants issued in the private placement were registered on Form S-3 (File No. 333-283764), which was declared effective on December 20, 2024. See Note 9 for additional information regarding the Class F Common Stock Warrants and the Class G Common Stock Warrants.

The Class E Warrant Inducement, which resulted in the issuance of the Class F Common Stock Warrants and the Class G Common Stock Warrants in exchange for the cash exercise of the Class E Common Stock Warrants, was considered a warrant modification under the guidance of ASC 815-40. In addition, the warrant modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the warrant modification was to induce the holders of the Class E Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class E Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class E Common Stock Warrants, the Class F Common Stock Warrants, and Class G Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $6.2 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class E Common Stock Warrants immediately before and after the warrant modification (see Note 9).

F-15

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 56,250 shares of its common stock, 247,084 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0012 which did not have an expiration date (the “Class H Pre-Funded Warrants”) and 14,560,000 warrants to purchase 1,213,334 shares of common stock with an initial exercise price of $13.20 which expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $13.20 per share of common stock and associated Class H Common Stock Warrants, or $13.19 per Class H Pre-Funded Warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million. The shares of common stock issued, the shares of common stock underlying the Class H Pre-Funded Warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025. During 2025 all of the Class H Pre-Funded Warrants and certain of the Class H Common Stock Warrants were exercised. See additional discussion below under Class H Warrant Inducement and Common Stock Issuances during the year ended December 31, 2025. See Note 9 for additional information regarding the Class H Common Stock Warrants.

Roth was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $0.3 million.

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

Class H Warrant Inducement

On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 1,088,750 shares of its common stock, at an exercise price of $6.60 per share. In exchange, the Company agreed to issue 3,266,250 Class I Common Stock Warrants. The Class H Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class H Warrant Inducement, the Company paid Roth a cash fee of approximately $0.8 million for its services. The Company received net cash proceeds of approximately $8.7 million, which is net of issuance costs of approximately $0.9 million. The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025. See Note 9 for additional information regarding the Class I Common Stock Warrants.

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class H Common Stock Warrants immediately before and after the warrant modification (see Note 9).

Upon close of the transaction, the Company issued 230,750 of the 1,088,751 shares of common stock that were issuable upon exercise of the Class H Warrants. Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 858,001 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. During 2025, 669,834 of these abeyance shares were issued and 188,167 shares remain held in abeyance as of December 31, 2025.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

F-16

6. Preferred Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

7. Common Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $0.001 per share.

Common Stock Issuances during the year ended December 31, 2024

On January 29, 2024, the Company issued 18 shares of common stock for alternative cashless exercises of Class C Common Stock Warrants.

On February 5, 2024, the Company issued 670 shares of its common stock in connection with the February 2024 Public Offering. The Company received net cash proceeds of $5.4 million.

In February 2024, the Company issued 6,441 shares of common stock in connection the cash exercise of the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering, for cash proceeds of $127.

On June 11, 2024, the Company issued 55 shares of its common stock to a third party consultant for services provided totaling $25,000.

On August 22, 2024, the Company issued 526 shares of common stock for a cash exercise of Class D Common Stock Warrants for which the Company received total net cash proceeds of $0.2 million.

During August and September 2024, the Company issued 13,271 shares of common stock in connection with the Class D Warrant Inducement for net cash proceeds of $3.5 million (see Note 5).

During December 2024, in connection with the Class E Warrant Inducement, the Company issued an aggregate of 21,174 shares of common stock for net cash proceeds of $3.7 million (see Note 5).

Common Stock Issuance during the year ended December 31, 2025

During 2025 the Company issued 42,336 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

During 2025 the Company issued 252,937 shares of common stock for RSA grants to employees, directors, and a consultant.

On May 29, 2025, the Company issued 56,250 shares of common stock in connection with the May 2025 Public Offering, for which the Company received net cash proceeds of $3.4 million.

Between May 29, 2025 and June 3, 2025 the Company issued 247,084 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering for cash proceeds of $297.

During July 2025, the Company issued 41,250 shares of common stock for cash exercises of Class H Common Stock Warrants, for which the Company received net proceeds of $363,000.

The Company received net cash proceeds of $8.7 million, which is net of $0.9 million of issuance costs, in connection with the Class H Warrant Inducement, in which an aggregate of 1,088,751 shares of common stock will be issued. As of December 31, 2025, 900,584 of these shares were issued and the remaining 188,167 shares are being held in abeyance (see Note 5).

As of December 31, 2025 and December 31, 2024, 1,583,969 and 43,526 shares of common stock were issued and outstanding, respectively. As of December 31, 2025, no cash dividends have been declared or paid.

F-17

The total shares of common stock reserved for issuance as of December 31, 2025 and 2024 are summarized as follows:

December 31,

2025

December 31,

2024

Public Warrants

53

53

Class A Common Stock Warrants

13

13

Class A Common Stock Placement Agent Warrants

2

2

Class B Common Stock Warrants

42

42

Class B Common Stock Placement Agent Warrants

3

3

Class C Common Stock Warrants

41

41

Class D Common Stock Warrants

422

422

Class E Common Stock Warrants

5,376

5,376

Class F Common Stock Warrants

—

42,336

Class G Common Stock Warrants

983,236

31,751

Class H Common Stock Warrants (1)

271,501

—

Class I Common Stock Warrants

3,266,250

—

Rollover Warrants

1

1

Rollover RSU awards outstanding

—

2

Stock options outstanding

3

5

Shares reserved for issuance

4,526,943

80,047

Shares available for future stock grants under the 2021 Equity Incentive Plan

323,208

846

Total common stock reserved for issuance

4,850,151

80,893

(1)

Includes 188,167 shares of common stock issuable in connection with the Class H Warrant Inducement that were held in abeyance as of December 31, 2025.

8. Stock-Based Compensation

2021 Equity Incentive Plan

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, within one or within four years and have a term of 10 years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10% of the aggregate number of fully diluted shares of our common stock from the first day of the preceding fiscal quarter to the first day of the current fiscal quarter or such lesser number as determined by our board of directors (the “Evergreen Feature”). As of December 31, 2025, the number of shares of common stock approved for issuance under the 2021 Plan is 576,148 shares.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date.

As of December 31, 2025, there were 323,208 shares available for future grants under the 2021 Plan.

Restricted Stock Units

As of December 31, 2024, the Company had a total of 2 Rollover restricted stock unit (“RSU”) awards for shares of common stock outstanding. During 2025, the Company issued 2 shares of common stock for 2 Rollover RSUs. As of December 31, 2025, there are no Rollover RSU awards outstanding.

Restricted Stock Awards

On February 11, 2025, there were 4,888 RSAs granted to employees and the Board of Directors, which had a fair value of $0.2 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 4,813 shares fully vested on the date of grant and the remaining 75 shares vesting on February 11, 2026.

F-18

On October 28, 2025, there were 248,049 RSAs granted to employees, the Board of Directors, and a consultant, which had a fair value of $1.3 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 199,215 shares vesting quarterly over one year, and the remaining 48,834 shares vesting on January 28, 2026.

The activity related to RSAs during the year ended December 31, 2025 is summarized as follows:

Number of Shares

Weighted-Average Grant Date Fair Value

Nonvested at December 31, 2024

—

$

—

Granted

252,937

6.15

Forfeited / cancelled

—

—

Vested

(4,813

)

46.44

Nonvested at December 31, 2025

248,124

$

5.29

Stock Options

The Company has granted stock options in prior years, all of which are fully vested as of December 31, 2025 and 2024. There were no stock options granted during 2025 and 2024 and there were 2 stock options cancelled during 2025. As of December 31, 2025 and 2024, the Company had 3 and 5 stock options outstanding and exercisable, respectively, which have an exercise price of $6,684. As of December 31, 2025, the weighted average remaining contractual term of the outstanding options is 7.3 years. There was no unrecognized compensation expense related to the outstanding stock options as of December 31, 2025.

Stock-Based Compensation Expense

For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense for the periods indicated as follows:

Year Ended

December 31,

2025

2024

General and administrative:

RSA awards

$

436,584

$

—

RSU awards

-

97,077

Stock options

-

58,857

General and administrative stock-based compensation expense

436,584

155,934

Research and development:

RSA awards

158,784

—

RSU awards

-

7,759

Stock options

-

5,157

Research and development stock-based compensation expense

158,784

12,916

Total stock-based compensation expense

$

595,368

$

168,850

As of December 31, 2025, there was approximately $1.0 million of unrecognized stock-based compensation expense related to RSA grants, which is expected to be recognized over a weighted-average period of 0.77 years.

9. Warrants

Class C Common Stock Warrants

As of December 31, 2025, the Company has 232,360 outstanding Class C Common Stock Warrants to purchase up to 41 shares of common stock with an exercise price of $6.20, which expire on February 14, 2028. The Class C Common Stock Warrants, which were issued in 2023, are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. As of December 31, 2025 and 2024, the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balances sheets, was insignificant.

F-19

Class D Common Stock Warrants

As of December 31, 2025, the Company had Class D Common Stock Warrants outstanding to purchase up to 422 shares of common stock with an exercise price of $6.20, which were issued in connection with the February 2024 Public Offering (see Note 5). The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on February 5, 2029. The Class D Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $6.3 million and included in the issuance costs of the offering.

The fair value of the Class D Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

100

%

Expected term (years)

5.00

Risk-free interest rate

4.20

%

Expected dividend yield

0.0

%

As a result of exercise price adjustments triggered by the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $192.00 to $45.12. The exercise price was further reset to $13.20 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5). Additionally, the exercise price was reset to $8.80 as a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, and then reset to $6.20 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5). During 2024, the exercise price of the Class D Common Stock Warrants was reset as a result of common stock issued to a third party consultant in June 2024 from $869.76 to $458.88 and then again by the Class D Warrant Inducement in August 2024 from $458.88 to $192.00. The impact of the down-round triggers for the Class D Common Stock Warrants during 2025 and 2024 were not significant to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.

Class E Common Stock Warrants

On August 22, 2024, in connection with the Class D Warrant Inducement (see Note 5), the Company issued Class E Common Stock Warrants to purchase up to 26,543 shares of common stock at an exercise price of $192.00 per share. The Class E Common Stock Warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right, and expire on August 22, 2029. The Class E Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $4.9 million and included in the issuance costs of the warrant inducement.

The fair value of the Class E Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

95

%

Expected term (years)

5.00

Risk-free interest rate

3.77

%

Expected dividend yield

0.0

%

In connection with the Class E Warrant Inducement (see Note 5), 21,167 of the Class E Common Stock Warrants were exercised. As of December 31, 2025, there are 5,376 Class E Common Stock Warrants outstanding to purchase 5,376 shares of common stock.

Class F Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class F Common Stock Warrants to purchase up to 21,168 shares of common stock at an initial exercise price of $192.00 per share. The Class F Common Stock Warrants were exercisable for a period of two years from January 17, 2025, which was the date of stockholder approval. The Class F Warrants had an alternative cashless exercise provision that allowed the holder to receive two shares of common stock without payment of the exercise price. The Class F Common Stock Warrants, which were classified as equity instruments, were valued on the issuance date based on the alternative cashless exercise provision at $4.1 million, which was included in the issuance costs of the Class E Warrant Inducement. During the year ended December 31, 2025, the Company received alternative cashless exercise notices for all of its Class F Common Stock Warrants, resulting in the issuance of 42,336 shares of common stock. As of December 31, 2025, there are no Class F Common Stock Warrants outstanding.

F-20

Class G Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class G Common Stock Warrants to purchase up to 31,751 shares of common stock at an initial exercise price of $192.00 per share. The Class G Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily volume weighted average price (“VWAP”) during the period commencing five trading days preceding the event and ending after five trading days commencing on the date of the event is less than the exercise price of the Class G Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. Upon any adjustment to the exercise price of the Class G Common Stock Warrants, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate proceeds will remain unchanged. The Class G Common Stock Warrants are exercisable for a period of five years from January 17, 2025, which was the date of stockholder approval. The Class G Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $2.1 million, which was included in the issuance costs of the Class E Warrant Inducement.

The fair value of the Class G Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

100

%

Expected term (years)

5.00

Risk-free interest rate

4.38

%

Expected dividend yield

0.0

%

The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $192.00 to $45.12 and a simultaneous increase in the number of shares issuable upon exercise from 31,751 shares to 135,122 shares.

On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $13.20 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 461,818 shares. The Company recorded a related deemed dividend of approximately $3.2 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $45.12 per share and an exercise price of $13.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $45.12 per share and $13.20 per share were $8.48 per warrant share and $9.36 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

148

%

Expected term (years)

4.64

Risk-free interest rate

4.00

%

Expected dividend yield

0.0

%

As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $8.80 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 461,818 shares to 692,735 shares.

On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $6.20 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 983,236 shares. The Company recorded a related deemed dividend of approximately $2.8 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $8.80 per share and $6.20 per share were $8.96 per warrant share and $9.12 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:

F-21

Volatility

155

%

Expected term (years)

4.36

Risk-free interest rate

3.53

%

Expected dividend yield

0.0

%

Class H Common Stock Warrants

On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 1,213,334 shares of common stock at an initial exercise price of $13.20 per share. The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class H Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class H Common Stock Warrants are exercisable for a period of five years from June 23, 2025, which was the date of shareholder approval. The Class H Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $11.5 million, which was included in the issuance costs of the offering.

The fair value of the Class H Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

148

%

Expected term (years)

5.00

Risk-free interest rate

4.00

%

Expected dividend yield

0.0

%

As a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset to $8.80.

On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $6.20 per warrant. The Company recorded a related deemed dividend of approximately $13,000 during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share, which resulted in a fair value of $8.96 per warrant share and $9.12 per warrant share, respectively.

As of December 31, 2025, there are 1,000,000 Class H Common Stock Warrants outstanding to purchase 83,334 shares of common stock.

Class I Common Stock Warrants

On September 11, 2025, in connection with the Class H Warrant Inducement (see Note 5), the Company issued 3,266,250 Class I Common Stock Warrants to purchase up to 3,266,250 shares of common stock at an initial exercise price of $8.80 per share. The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class I Common Stock Warrants are exercisable for a period of five years from the date of shareholder approval. The Class I Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $23.7 million, which was included in the issuance costs of the Class H Warrant Inducement.

The fair value of the Class I Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility

148

%

Expected term (years)

5.00

Risk-free interest rate

3.59

%

Expected dividend yield

0.0

%

As of December 31, 2025, there are 3,266,250 Class I Common Stock Warrants outstanding to purchase 3,266,250 shares of common stock. Subsequent to December 31, 2025, 2,136,251 of these warrants were exercised in connection with the January 2026 Warrant Inducement (see Note 12).

F-22

10. Income Taxes

The Company did not record a provision for income taxes for the years ended December 31, 2025 and December 31, 2024 due to a full valuation allowance against its deferred tax assets. In 2025 and 2024, all of the Company’s net losses were generated in the United States.

The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2025 is as follows:

Year Ended

December 31,

2025

Federal tax statutory rate

$

(1,871,866

)

21.0

%

State and local income tax, net of federal income tax effect

—

—

Tax credits

(233,792

)

2.6

Change in valuation allowance

1,918,597

(21.5

)

Other:

Tax effect of equity instrument cancellations

185,153

(2.1

)

Non-taxable change in fair value of warrant liability

1,908

-

Effective tax rate

$

—

— %

The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2024 is as follows:

Year Ended

December 31,

2024

Federal tax statutory rate

21.0

%

State tax, net of federal benefit

7.2

Non-taxable change in fair value of warrant liability

0.2

Research and development credits

0.5

Change in valuation allowance

(28.9

)

Effective tax rate

— %

Significant components of the Company’s deferred tax assets are as follows:

Year Ended

December 31,

2025

2024

Net operating loss carryforwards

$

14,378,580

$

10,949,394

Research and development credits

780,109

446,160

Capitalized research and development costs

1,028,069

2,122,632

Capitalized start-up costs

923,170

922,340

Other, net

451,237

478,830

Total gross deferred tax assets

17,561,165

14,919,356

Valuation allowance

(17,561,165

)

(14,919,356

)

Net deferred tax assets

$

—

$

—

As of December 31, 2025 and 2024, a full valuation allowance of approximately $17.6 million and $14.9 million, respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $2.6 million and $4.4 million in 2025 and 2024, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards.

F-23

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $49.8 million and $57.3 million, respectively. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $36.4 million and $48.5 million, respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026.

The Company had estimated federal research and development credit carryforwards of $0.3 million and $0.1 million as of December 31, 2025 and 2024, respectively. The federal research tax credit carryforwards will begin to expire in 2040. The Company had estimated state research and development credit carryforwards of $0.6 million and $0.4 million as of December 31, 2025 and 2024, respectively. The California state credits carryforward indefinitely.

Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBA did not result in any material adjustments to our total income tax provision for the year ended December 31, 2025.

The Company did not pay any income tax or receive any income tax refunds for either federal or state jurisdictions during the year ended December 31, 2025.

No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2025 and 2024. The Company does not expect that uncertain tax benefits will materially change in the next 12 months.

The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties recorded related to uncertain tax positions.

The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction.

11. Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of one reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system.

The CODM assesses the performance of the Company and decides how to allocate resources on a consolidated basis. The Company’s measure of segment profit or loss is consolidated net loss. The measure of segment assets that is reviewed by the CODM is reported within the Consolidated Balance Sheets as consolidated Total assets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM:

F-24

Year Ended

December 31,

2025

2024

Segment operating expenses:

Research and development:

GEM-AKI and GEM-CKD clinical study expenses

$

(2,227,649

)

$

(1,681,731

)

Manufacturing expenses

—

(390,022

)

Other program expenses(1)

(74,812

)

(77,679

)

Other expenses(2)

(168,536

)

(172,369

)

Personnel expenses (including stock-based compensation)

(1,592,860

)

(1,227,195

)

General and administrative

(5,006,957

)

(4,426,113

)

Change in fair value of warrant liability

2,158

81,441

Other income (expense), net(3)

155,007

(7,144,868

)

Net loss

$

(8,913,649

)

$

(15,038,536

)

(1)
Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-CKD.

(2)
Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs.

(3)
Other income (expense) net includes interest income from our cash balances in savings accounts and foreign currency transaction gains and losses. In 2024 this also included LifeSci judgment expense, reimbursement of costs, clinical trial related settlement expenses with A-IR Clinical Research Ltd., and deferred underwriting commissions.

12. Subsequent Event

2021 Equity Plan Stock Increase

On January 1, 2026, the number of shares of common stock approved to be issued under the 2021 Plan increased to 600,953 shares as per the Evergreen Feature in the 2021 Plan.

Restricted Stock Units Granted

On January 8, 2026, there were an aggregate of 249,779 RSUs granted to employees and members of the Board of Directors. The RSUs were granted from shares available under the 2021 Plan and either vest quarterly over one year from the date of grant or vest quarterly over two years from the grant date. The awards had a fair value of $0.9 million, based on the Company’s stock price on the date of grant.

In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of 22,500 RSUs. These inducement awards, which were granted outside of the 2021 Plan in accordance with Nasdaq Listing Rule 5635(c)(4), vest over two years in equal quarterly installments subject to the employee’s continued service. The awards had a fair value of $0.1 million, based on the Company’s stock price on the date of grant.

Class I Warrant Inducement

On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $8.80 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Company received net proceeds of approximately $6.7 million from the warrant exercises.

Abeyance Shares

In January 2026, the remaining 188,167 shares of common stock that were held in abeyance as of December 31, 2025, related to the Class H Warrant Inducement, were released to the holders (see Notes 5 and 9).

F-25

January 2026 Reverse Stock Split

On January 28, 2026, the Company effected a 1-for-4 reverse stock split of its common stock.

The January 28, 2026 reverse stock split triggered exercise price adjustments for certain of the Company’s outstanding common stock warrants, resulting in an adjustment to the exercise prices of the Class C Common Stock Warrants, Class D Common Stock Warrants, Class G Common Stock Warrants, Class H Common Stock Warrants, and Class I Common Stock Warrants exercise from $6.20 to $1.78. The number of shares underlying the Class G Common Stock Warrants was also adjusted from 983,236 shares to 3,424,753 shares.

F-26