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Petros Pharmaceuticals, Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

PTPI$0.07-46.5%Stored close · as of May 21, 2025

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001410578-25-001811

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001104659-25-111338

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 115 previous paragraphs and 123 current paragraphs.

81 unchanged; 33 reworded; 3 added; 1 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

On November 3, 2025, Nasdaq notified the Company that, on November 7, 2025, it would announce the delisting of the Company’s Common Stock. Since July 1, 2025, the Company’s Common Stock has been trading on the OTCID® Basic Market (the “OTCID”) under the symbol “PTPI.” Nasdaq filed a Form 25 with the SEC on November 7, 2025, to complete the delisting in accordance with Rule 12d2-2 promulgated under the Exchange Act. The delisting became effective ten days after the date the Form 25 was filed.

Current report

by decreased professional service fees of $130,647, decreased franchise taxes of $120,673 and decreased payroll and benefits expenses of $36,999, partially offset by increased other operating expenses of $81,697.
Removed paragraphs (1)
Reworded paragraphs (33)

Previous wording

On May 20, 2025, the Company received a letter (the “Letter”) from the Panel indicating that the Panel has determined to delist the Company’s securities from Nasdaq as a result of the foregoing. Pursuant to the Letter, the Panel determined to deny the Company’s request to continue its listing on Nasdaq and the Company’s Common Stock was suspended at the open of trading on May 22, 2025. Following the suspension of trading on Nasdaq, the Company’s Common Stock continues trade publicly on the OTC Markets under its existing symbol “PTPI” beginning on May 22, 2025. The Company is currently appealing the decision by Nasdaq to delist the Company’s securities. There can be no assurance that an appeal will be successful.

Current wording

On May 20, 2025, the Company received a letter (the “Letter”) from the Panel indicating that the Panel has determined to delist the Company’s securities from Nasdaq as a result of the foregoing. Pursuant to the Letter, the Panel determined to deny the Company’s request to continue its listing on Nasdaq and the Company’s Common Stock was suspended at the open of trading on May 22, 2025. Following the suspension of trading on Nasdaq, the Company’s Common Stock continues trade publicly on the OTC Markets under its existing symbol “PTPI” beginning on May 22, 2025.

Previous wording

The following table sets forth a summary of our statements of operations for the six months ended June 30, 2025, and 2024:

Current wording

The following table sets forth a summary of our statements of operations for the nine months ended September 30, 2025, and 2024:

Previous wording

Selling, general and administrative expenses for the six months ended June 30, 2025, and June 30, 2024, were $3,259,127 and $2,852,030, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Current wording

Selling, general and administrative expenses for the nine months ended September 30, 2025, and September 30, 2024, were $4,249,864 and $4,049,389, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Previous wording

Selling, general and administrative expenses increased by $407,097, or 14%, during the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Increased selling general and administrative expenses were primarily driven by increased professional service fees of $519,665, payroll and benefits expenses of $13,509, partially offset by decreased stock-based compensation expense of $42,856, and other operating expenses of $83,222.

Current wording

Selling, general and administrative expenses increased by $200,475, or 5%, during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. Increased selling general and administrative expenses were primarily driven by increased professional service fees of $389,017, partially offset by decreased franchise taxes of $158,224, decreased payroll and benefits expenses of $23,490, and decreased other operating expenses of $6,828.

Previous wording

Warrant issuance costs for the six months ended June 30, 2025, and June 30, 2024, were $10,420,982 and $0, respectively. The warrant issuance costs of $10.4 million were associated with the February 2025 Public Offering (as defined herein).

Current wording

Warrant issuance costs for the nine months ended September 30, 2025, and September 30, 2024, were $10,420,982 and $0, respectively. The warrant issuance costs of $10.4 million were associated with the Public Offering (as defined herein).

Previous wording

For the six months ended June 30, 2025, and June 30, 2024, the Company recorded gains of $0.0 million and $3.3 million, respectively, for the change in fair value of the derivative liability. The gain in 2024 is related to the decrease in the fair value of a derivative liability established for certain bifurcated features of the Series A Preferred Stock issued in the July 2023 private placement.

Current wording

For the nine months ended September 30, 2025, and September 30, 2024, the Company recorded gains of $0.0 million and $3.6 million, respectively, for the change in fair value of the derivative liability. The gain in 2024 is related to the decrease in the fair value of a derivative liability established for certain bifurcated features of the Series A Preferred Stock issued in the Private Placement (as defined herein).

Previous wording

For the six months ended June 30, 2025, and June 30, 2024, the Company recorded a gain of approximately $10.3 million and $0 million, respectively, for the change in fair value of the warrant liability. The gain in 2025 is related to the decrease in fair value of the Series Warrants issued in the Public Offering.

Current wording

For the nine months ended September 30, 2025, and September 30, 2024, the Company recorded a gain of approximately $10.3 million and $0.0 million, respectively, for the change in fair value of the warrant liability. The gain in 2025 is related to the decrease in fair value of the Series Warrants (as defined herein) issued in the Public Offering.

Previous wording

Interest income for the six months ended June 30, 2025, and 2024, was $136,639 and $271,210, respectively. Petros invested its cash in money market securities during 2025 and 2024.

Current wording

Interest income for the nine months ended September 30, 2025, and 2024, was $203,653 and $347,028, respectively. The Company invested its cash in money market securities during 2025 and 2024.

Previous wording

Gain on from assignment of subsidiaries and Vivus settlement

Previous wording

For the six months ended June 30, 2025, and June 30, 2024, the Company recorded a gain of $7.0 million and $0 million, respectively, for the disposal of assets and the settlement with Vivus. The gain in 2025 is related to the assignment of the net liabilities of the Subsidiaries on June 15, 2025.

Current wording

For the nine months ended September 30, 2025, and September 30, 2024, the Company recorded a gain of $7.0 million and $0 million, respectively, for the disposal of assets and the settlement with Vivus. The gain in 2025 is related to the assignment of the net liabilities of the Subsidiaries on June 15, 2025.

Previous wording

For the six months ended June 30, 2025, and June 30, 2024, the Company recorded losses of $0.6 million and $3.6 million, respectively, from discontinued operation.

Current wording

For the nine months ended September 30, 2025, and September 30, 2024, the Company recorded losses of $0.6 million and $4.9 million, respectively, from discontinued operation.

Previous wording

Selling, general and administrative expenses for the three months ended June 30, 2025, and June 30, 2024, were $1,800,778 and $1,349,103, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Current wording

Selling, general and administrative expenses for the three months ended September 30, 2025, and September 30, 2024, were $990,737 and $1,197,359, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Previous wording

Selling, general and administrative expenses increased by $451,675, or 33%, during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Increased selling general and administrative expenses were primarily driven by increased professional service fees of $381,691, stock-based compensation expense of $57,487, payroll and benefits expenses of $69,937, partially offset by decreased other operating expenses of $57,440.

Current wording

Selling, general and administrative expenses decreased by $206,622, or 17%, during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Decreased selling general and administrative expenses were primarily driven

Previous wording

For the three months ended June 30, 2025, and June 30, 2024, the Company recorded gains of $0.0 million and $1.6 million, respectively, for the change in fair value of the derivative liability. The gain in 2024 is related to the decrease in the fair value of a derivative liability established for certain bifurcated features of the Series A Preferred Stock issued in the July 2023 private placement.

Current wording

For the three months ended September 30, 2025, and September 30, 2024, the Company recorded gains of $0.0 million and $0.2 million, respectively, for the change in fair value of the derivative liability. The gain in 2024 is related to the decrease in the fair value of a derivative liability established for certain bifurcated features of the Series A Preferred Stock issued in the July 2023 private placement.

Previous wording

For the three months ended June 30, 2025, and June 30, 2024, the Company recorded a loss of approximately $0.3 million and $0 million, respectively, for the change in fair value of the warrant liability. The loss in 2025 is related to the increase in fair value of Series Warrants issued in the Public Offering.

Current wording

For the three months ended September 30, 2025, and September 30, 2024, the Company recorded gains of approximately $0.0 million and $0.0 million, respectively, for the change in fair value of the warrant liability. The gain in 2025 is related to the decrease in the fair value of Series Warrants issued in the Public Offering.

Previous wording

Interest income for the three months ended June 30, 2025, and 2024, was $88,849 and $119,391, respectively. Petros invested its cash in money market securities during 2025 and 2024.

Current wording

Interest income for the three months ended September 30, 2025, and 2024, was $67,014 and $75,818, respectively. Petros invested its cash in money market securities during 2025 and 2024.

Previous wording

For the three months ended June 30, 2025, and June 30, 2024, the Company recorded gains of $7.0 million and $0 million, respectively, for the disposal of assets and the settlement with Vivus. The gain in 2025 is related to the assignment of the net liabilities of the Subsidiaries on June 15, 2025.

Current wording

For the three months ended September 30, 2025, and September 30, 2024, the Company recorded gains of $0.0 million and $0.0 million, respectively, for the disposal of assets and the settlement with Vivus.

Previous wording

For the three months ended June 30, 2025, and June 30, 2024, the Company recorded a gain of $0.5 million and losses of $1.0 million, respectively, from discontinued operation.

Current wording

For the three months ended September 30, 2025, and September 30, 2024, the Company recorded losses of $0.0 million and $1.3 million, respectively, from discontinued operation.

Previous wording

Petros has experienced net losses and negative cash flows from operations since our inception. As of June 30, 2025, the Company had cash and cash equivalents of approximately $7.3 million, working capital of $4.4 million from continuing operations, an accumulated deficit of approximately $110 million and used cash in operations during the six months ended June 30, 2025, of approximately $2.7 million.

Current wording

Petros has experienced net losses and negative cash flows from operations since our inception. As of September 30, 2025, the Company had cash and cash equivalents of approximately $6.1 million, working capital of $3.4 million from continuing operations, an accumulated

Previous wording

On July 13, 2023, we entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we agreed to sell in a private placement to the Investors (i) an aggregate of 15,000 shares of our newly-designated Series A Preferred Stock initially convertible into up to 266,667 shares of our Common Stock at an initial conversion price of $56.25 per share and (ii) Warrants to acquire up to an aggregate of 266,667 shares of Common Stock at an initial exercise price of $56.25 per share. Pursuant to the terms of the Certificate of Designations and the Warrants, each of the Conversion Price (as defined below) and the exercise price and the number of shares underlying the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). As of June 30, 2025, the Conversion Price and the exercise price of the Warrants was equal to $0.1269 per share.

Current wording

On July 13, 2023, we entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which we agreed to sell in a private placement (the “Private Placement”) to the Investors (i) an aggregate of 15,000 shares of our newly-designated Series A Preferred Stock initially convertible into up to 266,667 shares of our Common Stock at an initial conversion price of $56.25 per share and (ii) Warrants to acquire up to an aggregate of 266,667 shares of Common Stock at an initial exercise price of $56.25 per share. Pursuant to the terms of the Certificate of Designations and the Warrants, each of the Conversion Price (as defined below) and the exercise price and the number of shares underlying the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). As of September 30, 2025, the Conversion Price and the exercise price of the Warrants was equal to $0.1269 per share.

Previous wording

The terms of the Series A Preferred Stock are as set forth in the form of Certificate of Designations. The Series A Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $56.25 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). In connection with the Public Offering, in February 2025, (i) the conversion price of the Series A Preferred Stock was adjusted to $6.00 per share pursuant to the full ratchet anti-dilution provisions contained in the Certificate of Designations and, (ii) the exercise price of the Warrants was adjusted to $6.00 per share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionally to 2,700,000 shares pursuant to the full ratchet anti-dilution provisions contained in the Warrants. In connection with the Company’s 1-for-25 Reverse Stock Split and pursuant to the share combination event adjustment provisions in the Series A Certificate of Designations and the Warrants, the conversion price of the Series A Preferred Stock was further adjusted to $0.1269 and the exercise price of the Warrants was further adjusted to $0.1269 per share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionally to 127,659,584 shares pursuant to the full ratchet anti-dilution provisions contained in the Warrants.

Current wording

The terms of the Series A Preferred Stock are as set forth in the form of Certificate of Designations. The Series A Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $56.25 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). In connection with the Public Offering, in February 2025, (i) the conversion price of the Series A Preferred Stock was adjusted to $6.00 per share pursuant to the full ratchet anti-dilution provisions contained in the Certificate of Designations and, (ii) the exercise price of the Warrants was adjusted to $6.00 per share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionally to 2,700,000 shares pursuant to the full ratchet anti-dilution provisions contained in the Warrants. In connection with the Company’s 1-for-25 Reverse Stock Split and pursuant to the share combination event adjustment provisions in the Series A Certificate of Designations and the Warrants, the conversion price of the Series A Preferred Stock was further adjusted to

Previous wording

The amortization payments due upon redemptions are payable, at our election, in cash at 107% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) $9.90 or such lower amount as permitted, from time to time, by the Nasdaq Stock Market, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events. We may require holders to convert their Series A Preferred Stock into Conversion Shares if the closing price of the Common Stock exceeds $168.75 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds two million dollars ($2,000,000) per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied.

Current wording

The amortization payments due upon redemptions are payable, at our election, in cash at 107% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) $9.90 or such lower amount as permitted, from time to time, by the Nasdaq Stock Market, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events. We may require holders to convert their Series A Preferred Stock into Conversion Shares if the closing price of the Common Stock exceeds $168.75 per share (subject to adjustment for stock splits, stock dividends, stock

Previous wording

The Warrants became exercisable for shares of Common Stock (the “Warrant Shares”) immediately upon issuance, at an initial exercise price of $56.25 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). Upon any such price-based adjustment, the number of Warrant Shares issuable upon exercise of the Warrants will be increased proportionately. There is no established public trading market for the Warrants and we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system.

Current wording

The Warrants became exercisable for shares of Common Stock (the “Warrant Shares”) immediately upon issuance, at an initial exercise price of $56.25 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). Upon any such price-based adjustment, the number of

Previous wording

In connection with the Company’s Reverse Stock Split, the exercise price of the Series A Warrants was adjusted to $0.36625 per 0.25 share, and the number of Series A Warrants was adjusted proportionally to 13,105,802 which are exercisable into 3,276,451 shares of Common Stock; and the exercise price of the Series B Warrants was adjusted to $0.4883 and the number of shares of Common Stock issuable upon exercise of the Series B Warrants was adjusted to 13,105,802 shares pursuant to the full ratchet anti-dilution provisions contained in the Series Warrants. As the Series B Warrants were classified as liabilities upon issuance, the changes in fair value as a result of these adjustments were recognized in earnings for the three and six months ended June 30, 2025.

Current wording

In connection with the Company’s Reverse Stock Split, the exercise price of the Series A Warrants was adjusted to $0.36625 per 0.25 share, and the number of Series A Warrants was adjusted proportionally to 13,105,802 which are exercisable into 3,276,451 shares of Common Stock; and the exercise price of the Series B Warrants was adjusted to $0.4883 and the number of shares of Common Stock issuable upon exercise of the Series B Warrants was adjusted to 13,105,802 shares pursuant to the full ratchet anti-dilution provisions

Previous wording

The Company considers the change in exercise price due to the anti-dilution adjustments contained in the Series A Warrants to be of equity in nature, as the issuance allowed the Series A Warrant holders to exercise such Series A Warrants for Common Stock, which represents an equity-for-equity exchange. Therefore, the changes in the fair value of the Series A Warrants before and after the effect of the anti-dilution adjustments will be treated as deemed dividend in the amount of approximately $3.27 million during the three and six months ended June 30, 2025.

Current wording

The Company considers the change in exercise price due to the anti-dilution adjustments contained in the Series A Warrants to be of equity in nature, as the issuance allowed the Series A Warrant holders to exercise such Series A Warrants for Common Stock, which represents an equity-for-equity exchange. Therefore, the changes in the fair value of the Series A Warrants before and after the effect of the anti-dilution adjustments will be treated as deemed dividend in the amount of approximately $3.27 million during the three and nine months ended September 30, 2025.

Previous wording

The Company considers the change in exercise price due to the anti-dilution trigger related to the Warrants to be of an equity nature, as the issuance allowed the Warrant holders to exercise the Warrants for shares of Common Stock, which represents an equity-for-equity exchange. Therefore, the changes in the fair value of the Warrants before and after the effect of the anti-dilution adjustments will be treated as deemed dividend in the amount of approximately $35.4 and $43.8 million during the three and six months ended June 30, 2025, respectively. The Company valued the deemed dividend in connection with the Public Offering as the difference between: (a) the modified fair value of the Warrants in the amount of approximately $9.1 million and (b) the fair value of the original award prior to the modification of approximately $0.7 million. The fair value of the Warrants before the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model using the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 288,000 shares; the exercise price of $56.25 per share; dividend yield of 0%; remaining term of 3.40 years; equity volatility of 165.0%; and a risk-free interest rate of 4.3%. The fair value of the Warrants after the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model and the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 2,700,000 shares; the exercise price of $6.00 per share; dividend yield of 0%; remaining term of 3.40 years; equity volatility of 165.0%; and a risk-free interest rate of 4.3%. The Company valued the deemed dividend in connection with the Company’s 25-for-1 Reverse Stock Split as the difference between: (a) the modified fair value of the Warrants in the amount of approximately $35.9 million and (b) the fair value of the original award prior to the modification of approximately $0.5 million. The fair value of the Warrants before the effect of the anti-dilution triggering event was estimated utilizing the Black Scholes model using the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 2,700,000 shares; the exercise price of $6.00 per share; dividend yield of 0%; remaining term of 3.20 years; equity volatility of 182.0%; and a risk-free interest rate of 4.6%. The fair value of the Warrants after the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model and the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 127,659,584 shares; the exercise price of $0.1269 per share; dividend yield of 0%; remaining term of 3.20 years; equity volatility of 182.0%; and a risk-free interest rate of 3.6%.

Current wording

The Company considers the change in exercise price due to the anti-dilution trigger related to the Warrants to be of an equity nature, as the issuance allowed the Warrant holders to exercise the Warrants for shares of Common Stock, which represents an equity-for-equity exchange. Therefore, the changes in the fair value of the Warrants before and after the effect of the anti-dilution adjustments will be treated as deemed dividend in the amount of approximately $43.8 million during the nine months ended September 30, 2025, respectively. The Company valued the deemed dividend in connection with the Public Offering as the difference between: (a) the modified fair value of the Warrants in the amount of approximately $9.1 million and (b) the fair value of the original award prior to the modification of approximately $0.7 million. The fair value of the Warrants before the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model using the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 288,000 shares; the exercise price of $56.25 per share; dividend yield of 0%; remaining term of 3.40 years; equity volatility of 165.0%; and a risk-free interest rate of 4.3%. The fair value of the Warrants after the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model and the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 2,700,000 shares; the exercise price of $6.00 per share; dividend yield of 0%; remaining term of 3.40 years; equity volatility of 165.0%; and a risk-free interest rate of 4.3%. The Company valued the deemed dividend in connection with the Company’s 25-for-1 Reverse Stock Split as the difference between: (a) the modified fair value of the Warrants in the amount of approximately $35.9 million and (b) the fair value of the original award prior to the modification of approximately $0.5 million. The fair value of the Warrants before the effect of the anti-dilution triggering event was estimated utilizing the Black Scholes model using the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 2,700,000 shares; the exercise price of $6.00 per share; dividend yield of 0%; remaining term of 3.20 years; equity volatility of 182.0%; and a risk-free interest rate of 4.6%. The fair value of the Warrants after the effect of the anti-dilution adjustments was estimated utilizing the Black Scholes model and the following key inputs and assumptions: the number of shares issuable upon exercise of the Warrants totaling 127,659,584 shares; the exercise price of $0.1269 per share; dividend yield of 0%; remaining term of 3.20 years; equity volatility of 182.0%; and a risk-free interest rate of 3.6%.

Previous wording

The following table summarizes the Company’s cash flows for the six months ended June 30, 2025, and 2024:

Current wording

The following table summarizes the Company’s cash flows for the nine months ended September 30, 2025, and 2024:

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025, was $2,675,913, which primarily reflected the Company’s net loss of $3,172,824, which was inclusive of a loss from discontinued operations of $559,665, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $6,700,618 consisting of the change in the fair value of the warrant liability, noncash warrant expense, and the gain on the assignment of the Subsidiaries and Vivus settlement, and changes in operating assets and liabilities of $292,216 largely driven by accounts payable and accrued expenses related to professional fees and employee bonuses and equity issuance fees.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025, was $3,809,837, which primarily reflected the Company’s net loss of $2,250,101, which was inclusive of a loss from discontinued operations of $559,665, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $6,626,481 consisting of the change in the fair value of the warrant liability, noncash warrant expense, and the gain on the assignment of the Subsidiaries and Vivus settlement, and changes in operating assets and liabilities of $6,878 largely driven by accounts payable and accrued expenses related to professional fees and employee bonuses and equity issuance fees.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2024, was $2,205,164, which primarily reflected the Company’s net loss of $2,824,689, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $2,940,785 consisting primarily of the change in fair value of derivative liability, and changes in operating assets and liabilities of $31,559.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024, was $3,663,934, which primarily reflected the Company’s net loss of $5,045,350, which was inclusive of a loss from discontinued operations of $4,892,989, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $3,082,785 consisting primarily of the change in fair value of derivative liability, and changes in operating assets and liabilities of $428,788.

Previous wording

Net cash provided by financing activities was $8,278,769 for the six months ended June 30, 2025, consisting of proceeds from the Public Offering, and the payment for the redemption of Series A Preferred Stock.

Current wording

Net cash provided by financing activities was $8,161,458 for the nine months ended September 30, 2025, consisting of proceeds from the Public Offering, and the payment for the redemption of Series A Preferred Stock.

Previous wording

Net cash used in financing activities was $2,699,960 for the six months ended June 30, 2024, consisting of redemptions of Series A Preferred Stock.

Current wording

Net cash used in financing activities was $5,089,417 for the nine months ended September 30, 2024, consisting of redemptions of Series A Preferred Stock.

Previous wording

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Current wording

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

deficit of approximately $111 million and used cash in operations during the nine months ended September 30, 2025, of approximately $3.8 million.

Current report — wording carried from elsewhere

$0.1269 and the exercise price of the Warrants was further adjusted to $0.1269 per share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionally to 127,659,584 shares pursuant to the full ratchet anti-dilution provisions contained in the Warrants.

Current report — wording carried from elsewhere

combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds two million dollars ($2,000,000) per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied.

Current report — wording carried from elsewhere

Warrant Shares issuable upon exercise of the Warrants will be increased proportionately. There is no established public trading market for the Warrants and we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system.

Current report — wording carried from elsewhere

contained in the Series Warrants. As the Series B Warrants were classified as liabilities upon issuance, the changes in fair value as a result of these adjustments were recognized in earnings for the three and nine months ended September 30, 2025.

Current report — wording carried from elsewhere

estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.