NORTHWEST BIOTHERAPEUTICS INC

1. Organization and Description of Business

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries Flaskworks, Northwest Biotherapeutics Limited (formerly known as Aracaris Ltd), Northwest Biotherapeutics Capital Limited (formerly known as Aracaris Capital Limited), Northwest Biotherapeutics B.V., NW Bio GmbH, Advent BioServices Ltd. (“Advent”) (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers. The Company has wholly owned subsidiaries in Boston, the U.K., the Netherlands and Germany.

The Company’s subsidiaries now include Advent BioServices, which had been providing product and process development services, contract manufacturing, controlled storage and distribution services for the Company’s DCVax products. The Company acquired Advent on October 24, 2025, as previously reported. Advent was founded in 2016 and is based in Sawston, Cambridge in the U.K. The Company anticipates that this acquisition will help enable efficiencies and scale-up of operations.

The Company has completed a Phase 3 clinical trial of its DCVax®-L product for glioblastoma brain cancer, has publicly reported the results in a peer reviewed publication in a medical journal as well as at a medical conference, and submitted a Marketing Authorization Application (MAA) for regulatory approval by the Medicines and Healthcare Products Regulatory Agency (MHRA) in the U.K. in December 2023. The MAA is in the process of undergoing MHRA review.

2. Financial Condition, Going Concern and Management Plans

The Company has incurred annual net operating losses since its inception. The Company had a net loss of $60.2 million for the year ended December 31, 2025. The Company used approximately $44.8 million of cash in its operating activities during the year ended December 31, 2025.

The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to research and development (“R&D”) and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.

Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do 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 outcome of this uncertainty.

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany, United Kingdom and Netherlands. All intercompany transactions and accounts have been eliminated in consolidation.

Consolidation

The Company’s policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact

the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE.

As of December 31, 2025, the Company did not have any VIE’s to be evaluated for consolidation.

Use of Estimates

In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments, including valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal depository insurance coverage (“FDIC”) of $250,000. Of the total $3 million in cash and cash equivalents as of December 31, 2025, $0.5 million was held by foreign subsidiaries. Of the total $2.2 million in cash and cash equivalents as of December 31, 2024, $54,000 was held by foreign subsidiaries. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Property, Plant and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred.

Costs for capital assets not yet placed into service are capitalized as construction in progress on the consolidated balance sheets and will be depreciated once placed into service.

The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets.

Business Combination

The Company allocates the fair value of the purchase consideration of a business acquisition to tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of assets acquired and liabilities assumed is recognized as goodwill. To the extent the fair value of net assets acquired, including identified intangible assets, exceeds the purchase price, a bargain purchase gain is recognized. Assets acquired and liabilities assumed from contingencies are also recognized at fair value if the fair value can be determined during the measurement period, which is no more than one year from the acquisition date. Results of operations of an acquired business are included in the consolidated income statement from the date of acquisition.

Definite-Lived Intangible Assets

Intangible assets with definite lives consist of acquired trade name and customer relationships from the Advent Acquisition. Intangible assets with definite lives are stated at cost less accumulated amortization, and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangible asset, generally on a straight-line basis over the useful life of 4 to 10 years.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s intangible assets with an indefinite life are related to: (1) in-process research and development (“IPR&D”) programs acquired in the Flaskworks Acquisition, as the Company expects future research and development on these programs to provide the Company with substantial benefit for a period that extends beyond the foreseeable horizon, and (2) the license acquired in the Advent Acquisition does not have expiration date, which meets the definition of an indefinite lived intangible asset as there is no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of the intangible asset to the Company. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite lived and would then be amortized based on their respective estimated useful lives at that point in time.

The Company hasone operating segment andone reporting unit. The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the indefinite-lived intangible assets below their carrying values. No impairment charge was recognized for the years ended December 31, 2025 and 2024.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

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

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in its Consolidated Statements of Operations and Comprehensive Loss. The fair value of the warrants and convertible notes issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. The warrant liabilities are valued using Level 3 valuation inputs (see Note 4).

Derivative Financial Instruments

The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expense), on a net basis in the Consolidated Statements of Operations and Comprehensive Loss.

The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into a convertible debt instrument (see Note 8) for which such instrument contained a variable conversion feature with no floor price, the Company’s sequencing policy is described below in Note 3 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Convertible Notes under Fair Value Option

The Company accounts for certain convertible notes on an instrument-by-instrument basis under the fair value option (“FVO”) election of ASC Topic 825, Financial Instruments (“ASC 825”). The convertible notes accounted for under the FVO election are each debt host financial instruments containing embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of the convertible notes are recorded as a component of Other (expense) income in the consolidated statements of operations, except that the change in estimated fair value attributable to a change in the instrument-specific credit risks is recognized as a component of other comprehensive income. As a result of electing the FVO, issuance costs related to the convertible notes are expensed as incurred.

Contingent Payable Derivative Liability

During the year ended December 31, 2019, the Company entered into a settlement agreement with Cognate BioServices, resolving past matters and providing for the restart of DCVax®-Direct Production.

As part of this overall settlement, the Company also provided a contingent note payable (the “Contingent Payable Derivative”) of $10.0 million, which is only payable upon the Company’s first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the agreement on May 21,2026, such Contingent Payable Derivative will expire without becoming payable.

On a quarterly basis, management makes estimates for key performance milestones and uses the expected dates as the inputs for valuation. The fair value of the Contingent Payable Derivative has been estimated using Monte Carlo simulation, which are valued using Level 3 valuation inputs.

Leases

The Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating leases with a duration greater than one year are included in right-of-use assets, lease liabilities, and lease liabilities, net of current portion in the Company’s consolidated balance sheets. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset.

The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred.

Foreign Currency Translation and Transactions

The Company has operations in the United Kingdom, Netherlands in addition to the U.S. The Company translated its foreign subsidiaries’ assets and liabilities, including the German subsidiary which the Company previously had operations, into U.S. dollars using end of period exchange rates, and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity deficit.

The Company converts intercompany receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense.

Comprehensive Loss

The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity deficit that, under U.S, GAAP, is excluded from net loss.

Revenue Recognition

The Company recognizes revenue in accordance with the terms stipulated under the applicable service contract. These payments are assessed and recognized in accordance with ASC 606 in the period when the performance obligation had been met.

Accrued Outsourcing Costs

Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites.

Research and Development Costs

Research and development costs are charged to operations as incurred and consist primarily of clinical trial related costs (including costs for collection, validation and analysis of trial results), related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs.

Income Taxes

The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized.

The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025, (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions. The most notable change for the Company will be the reintroduction of 100% bonus depreciation, whereby the Company can immediately deduct 100% of eligible fixed asset purchases for tax purposes in year one. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.

Stock-Based Compensation

The Company measures stock-based compensation to employees, consultants, and Board members at fair value on the grant date of the award. Compensation cost is recognized as expense on a straight-line basis over the requisite service period of the award. For awards that have a performance condition, compensation cost is measured based on the fair value of the award on the grant date, the date performance targets are established, and is expensed over the requisite service period for each separately vesting tranche when achievement of the performance condition becomes probable. The Company assess the probability of the performance conditions being met on a continuous basis. Forfeitures are recognized when they occur.

The Company estimates the fair value of stock option grants that do not contain market-based vesting conditions using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Expected Term- The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company is also required to make estimates as to the probability of achieving the specific performance conditions. If actual results are not consistent with the Company’s assumptions and judgments used in making these estimates, the Company may be required to increase or decrease compensation expense, which could be material to the Company’s consolidated results of operations.

Sequencing

The Company adopted a sequencing policy whereby in the event that reclassification of contracts from equity to liabilities is necessary due to the Company’s inability to demonstrate it has sufficient authorized shares as result of certain financial instrument with a potentially indeterminable number of shares due to the variable conversion feature with no floor, or the company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the earliest maturity date of potentially dilutive instruments. Pursuant to ASC 815, issuance of stock-based awards related to compensation to the Company’s employees, nonemployees or directors are not subject to the sequencing policy.

Modification of Equity Classified Warrants

A change in the terms or conditions of a warrant is accounted for as a modification. For a warrant modification accounted for under ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. The accounting for any incremental fair value of the modified warrants over the original warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to an equity offering, the incremental change in fair value of the warrants is accounted for as an equity issuance cost. When a modification is directly attributable to a debt financing, the incremental change in fair value of the warrants is accounted for as a debt discount or debt issuance cost. For all other modifications, the incremental change in fair value is recognized as a deemed dividend.

Debt Extinguishment and debt modification accounting

The Company accounts for debt restructuring or exchange of debt transactions as either a debt extinguishment or a debt modification. For instruments not involving conversion options, the Company recognizes an exchange of debt as an extinguishment if the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument. If the exchange of debt is accounted for as a debt extinguishment, the carrying value of the original debt including unamortized deferred financing fees is derecognized from our balance sheet and the new debt is recognized at its fair value less applicable deferred financing fees, with the difference between the net carrying value of the original debt and the fair value of the new debt recognized as a gain or loss in the consolidated statements of operations. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10%, the debt instrument is not considered to be substantially different, the Company accounts for this debt instrument as debt modification. If the exchange of debt is accounted for as a debt modification, the change of the carrying amount of the original debt on the consolidated balance sheet is adjusted to the net present value of the revised cash flows with the adjustments treated as a capital cost and amortized as an adjustment of interest expense on our statement of operations.

Income (Loss) per Share

Basic income (loss) per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted income (loss) per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted income per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method or due to a net loss.

Segment Information

The Company operates in one operating segment for the purposes of assessing performance, making operating decisions, and allocating Company resources. The Company’s chief operating decision maker (CODM) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities. Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) as reported in the consolidated statements of operations to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the consolidated statements of operations. The accounting policies of the Company’s single reportable segment are the

same as those for the consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.

Recently Adopted Accounting Standards

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), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company adopted ASU 2023 - 09 for the year ended December 31, 2025, and applied the new disclosure requirements retrospectively to the all periods presented. Prior period disclosures have been adjusted to reflect the new disclosure requirements. See Note 15, “Income Taxes,” for further detail.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (DISE) which requires disaggregated disclosure of income statement expenses for public business entities. The standard requires public business entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant. The FASB also issued ASU No. 2025-01 (“ASU 2025-01”), Clarifying the Effective Date, which clarifies the adoption date of ASU 2024-03 as annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025 - 06, Intangibles - Goodwill and Other - Internal - Use Software (“ASU 2025 – 06”), which amends the guidance for accounting for software costs to reflect current software development practices, including iterative and agile methodologies, by removing references to development stages. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact of ASU 2025 - 06 on its condensed consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-07. This update clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, ASU 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply. The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-07 should be applied either prospectively or by utilizing a modified retrospective approach. The Company is currently assessing the impact on the Company’s consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies interim disclosure requirements and centralizes such requirements within Topic 270. Among other changes, ASU 2025-11 introduces a disclosure principle requiring entities to provide information about significant events or changes since the end of the last annual reporting period that have a material impact, clarifies when duplicative annual disclosures may be omitted from interim reports, and aligns interim reporting requirements with applicable SEC guidance for registrants. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in ASU 2025-11 should be applied prospectively. The Company is currently assessing the impact on the Company’s consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update addresses shareholder suggestions on the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The amendments make codification updates to a broad range of topics arising from technical corrections, unintended application of the codification, clarifications and other

minor improvements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual periods. Early adoption is permitted and may be elected on an issue-by-issue basis. The amendments in ASU 2025-12 are to be applied prospectively. The Company is currently assessing the impact on the Company’s consolidated financial statements and disclosures.

4. Fair Value Measurements

In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the fair value of liabilities related to certain embedded conversion feature associated with its warrant liability, convertible debt, share payable, and contingent payable to Cognate BioServices on a recurring basis to determine the fair value of these liabilities. The Company has also elected the FVO for certain financial instruments, such as convertible notes.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2025 and December 31, 2024 (in thousands):

There wereno transfers between Level 1, 2 or 3 during the years ended December 31, 2025 and 2024.

The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2025 and 2024. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities, share payable, and contingent conversion feature that are categorized within Level 3 of the fair value hierarchy as of December 31, 2025 and December 31, 2024 is as follows. The contingent conversion option of the contingent payable expired during the year ended December 31, 2025. The liability relates to the remaining redemption feature which, like the convertible notes at fair value, includes discount factors that are unobservable inputs and proprietary in nature.

(1)Remeasurement as of reclassification date.

5. Business Combination

On October 24, 2025 (the “Closing Date”), the Company completed the acquisition of Advent, a UK company, from Toucan Holdings, LLC (the “Seller”), which is a related party. As a result of the acquisition, Advent became a wholly owned subsidiary of the Company. Prior to the acquisition, Advent carried out the Company’s product and process development, manufacturing, cryostorage and distribution on a contract services basis.

The consideration for the acquisition will be paid in installments overtwo years, beginning 3 months after the closing of the acquisition, with potential acceleration after regulatory approval of the Company’s DCVax®-L product. The consideration includes a combination of a cash purchase price of approximately $1.9 million (£1.4 million) and cash payment of an amount equal to the net amount of accounts payable (“Net AP”) that was due from the Company to Advent prior to the acquisition for services already performed under the existing service contracts, totaling $6.0 million, which is net of $2.3 million buyer assumed liabilities, and certain Excluded Amounts (relating to non-Company matters prior to the acquisition date) that were retained by the Seller, totaling approximately $0.7 million (collectively, the “Purchase Consideration”), see Note 11. The unpaid balance will accrue interest at 7.5% annually.

The net assets received by the Company through the acquisition of Advent included 12 million shares of the Company’s common stock and 5.5 million fully vested stock options, which the Company had previously issued to Advent as compensation for contract services. The shares of the Company’s common stock were returned to the Company’s treasury and the stock options were cancelled at the Closing Date.

The Company anticipates that this acquisition will help enable efficiencies and scale-up of operations. The Company believes that integration of the companies can result in:

Based on the Company’s preliminary valuation, the consideration of $1.9 million has been allocated to assets acquired and liabilities assumed as of the Closing Date as follows (amount in thousands):

(1)This deferred tax liability is solely an estimate of the hypothetical tax that could be due upon a re-sale of the intangible assets at the $52.0 million stepped up value included on the consolidated balance sheet (see Note 15).

(2)The Non-AP Consideration presented excludes additional Purchase Consideration comprised of payment equal to a Net AP amount of $6.0 million ($8.3 million AP netted against assumed liabilities of $2.3 million) related to contracted services performed prior to the acquisition, and Excluded Amounts of $0.7 million related to non-Company pre-acquisition matters. The consideration will be paid over time as described above.

The excess fair value of $35.4 million relating to the net identifiable assets acquired and liabilities assumed is considered a bargain purchase gain in accordance with ASC 805. However, since Advent was a related party of the Company, this was in essence a shareholder contributing its business to the Company at less than fair value. In such a situation, GAAP requires contributions from owners to be recorded in equity. Therefore, the bargain purchase gain was recognized as additional paid-in capital because the substance of the transaction was in essence a capital contribution from a related party.

Intangible assets acquired are comprised of $3.1 million of trademarks and trade name, $2.3 million of customer relationships and $46.1 million of indefinite-lived license.

The fair value of the trademarks and trade names was estimated based on a relief from royalty method and will be amortized over 10 years. The fair value of customer relationships was estimated based on the with-and-without method, which measures the incremental cash flows generated by these relationships compared to a scenario in which they did not exist, and will be amortized over 4 years. The fair value of the commercial license was determined using the multi-period excess earnings method. This method isolates the cash flows of the single asset by taking the total business earnings and subtracting contributory asset charges for all other assets to arrive at the total present value of the projected cash flows. The commercial license has an indefinite useful life and will not be amortized.

The Company incurred transaction expense of approximately $85,000 during the year ended December 31, 2025 related to its acquisition of Advent.

6. Stock-Based Compensation

The following table summarizes total stock-based compensation expense recognized for the years ended December 31, 2025 and 2024 (in thousands).

The total unrecognized compensation cost was approximately $0.8 million as of December 31, 2025 and will be recognized over the next 1.5 years.

Stock Options

Equity Compensation Plan

On May 29, 2020, the Board of Directors of the Company approved a new equity compensation plan (the “Plan”). The Company’s prior plan was adopted in 2007, was updated in amended and restated plans that were approved by shareholders in 2012 and 2013 and expired in 2017 (the “Prior Plan”).

The Plan is substantially similar to the Prior Plan. The Plan has a 10-year life, and allows for awards to employees, directors and consultants of the Company. The Plan allows for any type of equity security to be awarded, as did the Prior Plan. The awards and their terms (including vesting) will be determined by the Board and applicable Committees, as was the case under the Prior Plan. The Plan established a pool of potential equity compensation equal to twenty percent of the outstanding securities of the Company, which is on an evergreen basis as under the Prior Plan.

On February 25, 2022, the Company amended its existing Equity Compensation Plan, which was adopted in 2020 as previously reported. The amendment provides that the possible forms of awards under the Plan include awards paid in cash or awards paid in a combination of cash and equity, in addition to the existing provisions for awards made in any form of equity. The amendment also clarifies that a delegation of authority from the Board to a Committee may be either a general delegation or a delegation for a specific occasion.

The following table summarizes stock option activity for the Company’s option plans during the years ended December 31, 2025 and 2024 (in thousands, except per share amounts):

$0.30 per option exercised by the employee for a maximum amount of $150,000. The Company has fully accrued this additional payment as of December 31, 2025 on its consolidated balance sheets.

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted. The weighted average assumptions used in calculating the fair values of stock options that were granted during the years ended December 31, 2025 and 2024:

Other Service Agreements

During year ended December 31, 2025, the Company issued 150,000 shares of common stock to an unrelated vendor who provided professional services for the Company. The fair value of the common stock on the issuance date was approximately $39,000, which was expensed immediately on the issuance date.

During the year ended December 31, 2024, the Company issued 350,000 shares of common stock to an unrelated vendor who provided professional services for the Company. The fair value of the common stock on the issuance date was approximately $0.2 million, which was expensed over athree-month service period.

7. Intangible Assets, Net

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

As of December 31, 2025, the Company’s estimate of amortization for finite-lived intangibles for each of the five succeeding fiscal years and thereafter was as follows:

8. Property, Plant and Equipment

Property, plant and equipment consist of the following at December 31, 2025 and 2024 (in thousands):

Depreciation expense was approximately $1.9 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively.

9. Outstanding Debt

The following tables summarize outstanding debt as of December 31, 2025 (in thousands):

Notes Payable

On March 7, 2025, the Company entered into a Commercial Loan Agreement (the “March Commercial Loan”) with a commercial lender for an aggregate principal amount of $5.5 million. The March Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The March Commercial Loan is amortized in 14 installments starting on November 7, 2026. The March Commercial Loan carries an original issue discount of $0.5 million.

On June 26, 2025, the Company entered into a Commercial Loan Agreement (the “June Commercial Loan”) with a commercial lender for an aggregate principal amount of $2.2 million. The June Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The June Commercial Loan is amortized in 14 installments starting on February 26, 2026. The June Commercial Loan carries an original issue discount of $0.2 million.

On October 27, 2025, the Company entered into a Commercial Loan Agreement (the “October Commercial Loan”) with a commercial lender for an aggregate principal amount of $5.5 million. The October Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The October Commercial Loan will be amortized in 14 installments starting on June 26, 2026. The October Commercial Loan carries an original issue discount of $0.5 million.

During the year ended December 31, 2025, the Company issued approximately 96.7 million shares of common stock with a fair value of $25.9 million to certain Note Payable lenders in lieu of cash payments of $19.7 million of debt, including $1.8 million of accrued interest. In addition, the Company has extinguished certain debt pursuant to exchange agreements executed with various holders pursuant to which the Company issues common stock at a price based on a designated pricing period (the “Share payable”). During the year ended December 31, 2025, the Company settled $1.5 million of Share payables and accrued $0.4 million of Share payable. The Company recognized an approximately $6.0 million debt extinguishment loss during the year ended December 31, 2025 from the Note Payable debt redemption.

Convertible Notes

In November 2025, the Company entered into severaltwo-year convertible notes (collectively the “November Convertible Notes”) with multiple individual investors (the “Holders”) with an aggregate principal amount of $0.3 million. The November Convertible Notes bear interest at 11% per annum and are convertible into common shares between $0.21 and $0.22 per share at the Holders’ option.

During the year ended December 31, 2025, the Company modified a convertible note that was originally issued in February 2024 by extending the maturity dates and reducing the conversion price (the “Amended Convertible Note”). The modifications were accounted for as a debt extinguishment. As a result, the Company recognized approximately $47,000 of debt extinguishment gain during the year ended December 31, 2025 from this debt amendment.

During the year ended December 31, 2025, approximately $1.4 million of convertible notes, including $0.2 million of accrued interest were converted into 7.1 million shares of common stock.

Convertible Notes at Fair Value

During the year ended December 31, 2025, the Company entered into severaltwo-year convertible notes andone-year convertible notes (collectively the “2025 Convertible Notes”) with multiple individual investors (the “Holders”) with an aggregate principal amount of $15.1 million. Of the total $15.1 million, $3 million was exchanged from a previously executed non-dilutive financial instrument and $0.7 million was exchanged from outstanding interest. The fair value of the 2025 Convertible Notes on the issuance date was approximately $17.6 million. The Company recognized a loss of $2.6 million upon the issuance of the 2025 Convertible Notes, which was calculated at the difference between the principal amount and the fair value of the 2025 Convertible Notes. The 2025 Convertible Notes bear interest at 11%-12% per annum and are convertible into common shares between $0.19 and $0.245 per share at the Holder’s option. In addition, the Holders have an alternative option to convert the Long-term Convertible Notes and the Short-term Convertible Notes into a non-dilutive financial instrument, which has the same terms at those in the non-dilutive funding agreements as described in Note 14. The Company elected the FVO to fair value the convertible notes described above under the guidance in ASC 825. The convertible notes at fair value are required to be remeasured using level 3 fair value measurements (see Note 4) at each reporting period.

During the year ended December 31, 2025, the Company modified certain existing convertible notes by (i) extending the maturity dates; (ii) reducing the conversion price, (iii) increase the interest rate, and (iv) granting the notes holders the right to further extend the maturity date of the notes for a period of time not to exceed 24 months. The modifications were accounted for as a debt extinguishment as the conversion feature of the amended notes were substantially different from the original terms. As a result, the Company recognized approximately $11.4 million of debt extinguishment loss during the year ended December 31, 2025 from these convertible note debt amendments.

During the year ended December 31, 2025, the Company converted $2.0 million of certain convertible notes, including $0.2 million of accrued interest into 7.8 million shares of common stock.

Yorkville Notes

As previously disclosed, on December 19, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD (“Yorkville”). Upon entry into the SEPA, the Company issued Yorkville a $5.0 million convertible promissory note for net proceeds of $4.7 million after a 7% original issue discount (the “2024 Yorkville Note”). During the year ended December 31, 2025, the Company issued 21.5 million shares of common stock to convert $5.0 million of the 2024 Yorkville Note. As of December 31, 2025, the 2024 Yorkville Note was fully converted.

On June 30, 2025, the Company and Yorkville entered into a supplemental agreement to increase the amount of convertible promissory notes allowed to be issued by $3.0 million. On June 30, 2025, the Company issued Yorkville a $3.0 million convertible promissory note for net proceeds of $2.9 million after a 5% original issue discount (the “June Yorkville Note”). The June Yorkville Note does not bear interest and matures on June 30, 2026. The June Yorkville Note is convertible into the Company’s common Stock at a conversion price equal to the lower of (i) $0.2932 per share, or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date. The amounts of such conversions are limited to $0.8 million in any given calendar month unless the conversion price is above $0.2932 per share.

On November 14, 2025, the Company and Yorkville entered into another supplemental agreement to increase the amount of convertible promissory notes allowed to be issued by $5.0 million. On November 14, 2025, the Company issued Yorkville a $5.0 million convertible promissory note for net proceeds of $4.8 million after a 5% original issue discount (the “November Yorkville Note”). The November Yorkville Note does not bear interest and matures on November 14, 2026. The November Yorkville Note is convertible into the Company’s common Stock at a conversion price equal to the lower of (i) $0.29 per share, or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date. The amounts of such conversions are limited to $1 million in any given calendar month unless the conversion price is above $0.29 per share.

The Company elected the FVO to fair value the June Yorkville Note and November Yorkville Note on the issuance date and will subsequently remeasure at the end of each reporting period. The estimated fair value of the June Yorkville Note and November Yorkville Note on the issuance date were approximate $10.1 million. The Company recognized a loss of $2.1 million upon the issuance of the June Yorkville Note and November Yorkville Note, which was calculated at the difference between the principal amount and the fair value of the note. During the year ended December 31, 2025, the Company issued 12.5 million shares of common stock to convert $2.8 million of the June Yorkville Note. As of December 31, 2025, the fair value of the remaining June Yorkville Note and November Yorkville Note were approximately $6.4 million, which was included in Convertible notes at fair value on the consolidated balance sheets.

The following tables summarize outstanding debt as of December 31, 2024 (in thousands):

*These convertible notes are convertible into Series C preferred shares at $12.50 per share. Each Series C preferred share is convertible into common shares after a 30-day restriction period. The conversion price in common share equivalent is $0.50 per share.

Notes Payable

On April 26, 2024, the Company entered into a Commercial Loan Agreement (the “April Commercial Loan”) with a commercial lender for an aggregate principal amount of $11.0 million. The April Commercial Loan bears interest at 8% per annum with a 22-month term. There were no principal repayments due during the first eight months of the term. The April Commercial Loan is amortized in 14 installments starting on December 26, 2024. No redemption has been made as of December 31, 2025. The April Commercial Loan carries an original issue discount of $1.0 million.

On September 27, 2024, the Company entered into a promissory note agreement (the “Note”) with an individual investor (the “Holder”) for principal amount of $2.0 million. The Note bears zero interest, and is payable upon demand. The Holder must provide 5 days’ advance written notice to the Company (the “Maturity Date”) for the redemption. In addition, the Company agreed to pay the Holder a service fee of $140,000 at the Maturity Date. The $140,000 service fee was recognized as an additional debt discount to the Note and was amortized to interest expense in 5 days.

On October 18, 2024, the Company entered into a Commercial Loan Agreement (the “October Commercial Loan”) with a commercial lender for an aggregate principal amount of $2.2 million. The October Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The October Commercial Loan is amortized in 14 installments starting on June 18, 2025. The October Commercial Loan carries an original issue discount of $0.2 million.

During the year ended December 31, 2024, the Company issued approximately 53.0 million shares of common stock with a fair value of $19.4 million to certain lenders in lieu of cash payments of $14.8 million of debt, including $1.7 million of accrued interest. In addition, the Company has extinguished certain debt pursuant to exchange agreements executed with various holders pursuant to which the Company issues common stock at a price based on a limited pricing period (the “Share payable”). During the year ended December 31, 2024, the Company settled $1.0 million of Share payables and accrued $0.7 million of Share payables. The Company recognized an approximately $4.3 million debt extinguishment loss during the year ended December 31, 2024 from the debt redemption.

Convertible Notes

On February 21, 2024, the Company entered into severalone-year convertible notes (the “February Convertible Notes”) with multiple investors (the “Holders”) with an aggregate principal amount of $1.8 million for a purchase price of $1.6 million. The February Convertible Notes bear interest at 8% per annum and are convertible into Series C preferred shares at $12.50 per share at the Holders’ sole option. The Series C preferred shares are convertible into common stock. Each Series C preferred share is convertible into 25 shares of common stock.

As consideration for entering into the package of February Convertible Notes for $1.8 million as described above, the Company amended the Holders’ existing convertible notes and warrants, whereby the maturity date of certain notes and warrants was extended, the conversion price of certain notes was reduced, and the exercise prices of certain warrants were reduced. These amendments in January and February of 2024 involving 16 tranches of warrants and 10 debt instruments were accounted for as both debt modification and debt extinguishment. The Company recognized approximately $1.3 million of debt extinguishment losses during the year ended December 31, 2025 from these debt amendments.

During the year ended December 31, 2024, the Company modified the terms of existing $1.5 million convertible notes (the “Notes”) by (i) extending the maturity dates; (ii) reducing the conversion price, and (iii) granting the Notes holders the right to convert the Notes into a non-dilutive financial instrument. The modifications were accounted for as a debt extinguishment as the conversion feature of the amended notes were substantially different from the original terms. As a result, the Company recognized approximately $0.1 million of debt extinguishment loss during the year ended December 31, 2024 from this debt amendment.

During the year ended December 31, 2024, the Company converted $2.7 million convertible notes including $0.2 million accrued interest into 0.5 million Series C preferred shares.

Convertible Notes at Fair Value

During the year ended December 31, 2024, the Company entered into severalone-year convertible notes (the “2024 One-Year Dual Convertible Notes”) with multiple individual investors (the “2024 One-Year Note Holders”) with an aggregated principal amount of $5.5 million. The 2024 One-Year Dual Convertible Notes bear interest at 11% per annum and are convertible into Series C preferred shares between $10.00 and $11.50 per share at the 2024 One-Year Note Holder’s sole option. The Series C preferred shares are convertible into common stock 30 days after the debt conversion date. Each Series C preferred share is convertible into 25 shares of common stock. In addition, the One-Year Note Holders have an alternative option to convert the Convertible Notes into a non-dilutive financial instrument, which has the same terms at those in the non-dilutive funding agreements as described in Note 14.

During the year ended December 31, 2024, the Company entered into severaltwo-year convertible notes (the “2024 Two-Year Dual Convertible Notes”) with multiple individual investors (the “2024 Two-Year Note Holders”) with an aggregate principal amount of $8.6 million. Of the total $8.6 million, $0.3 million was exchanged from a previously executed non-dilutive financial instrument. The

Company received net cash proceeds of $8.3 million. The 2024 Two-Year Dual Convertible Notes bear interest at 11% per annum and are convertible into common shares between $0.285 and $0.38 per share at the 2024 Two-Year Note Holder’s sole option. In addition, the 2024 Two-Year Note Holders have an alternative option to convert the 2024 Two-Year Dual Convertible Notes into a non-dilutive financial instrument, which has the same terms at those in the non-dilutive funding agreements as described in Note 14.

As consideration for entering the 2024 Two-Year Dual Convertible Notes, the Company also agreed to amend certain existing warrants to extend the term of the warrant maturity date for an additional 5 months. As a result of electing the FVO, issuance costs related to the convertible notes are expensed as incurred. Therefore, the incremental change in fair value resulting from the warrant amendment for $0.3 million was recognized as part of interest expenses on the consolidated statement of operations and comprehensive loss.

The Company elected the FVO to fair value the convertible notes described above under the guidance in ASC 825. The convertible notes at fair value are required to be remeasured using level 3 fair value measurements (see Note 4).

During the year ended December 31, 2024, the Company modified certain convertible notes by (i) extending the maturity dates; (ii) reducing the conversion price, and (iii) granting the notes holders the right to further extend the maturity date of the notes from a period of time not to exceed 24 months. The modifications were accounted for as a debt extinguishment as the conversion feature of the amended notes were substantially different from the original terms. As a result, the Company recognized approximately $8.7 million of debt extinguishment loss during the year ended December 31, 2024 from these debt amendments.

Yorkville Note

On December 19, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD (“Yorkville”). Upon entry into the SEPA, the Company issued Yorkville a $5.0 million convertible promissory note for net proceeds of $4.7 million after a 7% original issue discount (the “Yorkville Note”). The Yorkville Note does not bear interest and matures on January 19, 2026. The Yorkville Note is convertible into the Company’s common Stock at a conversion price equal to the lower of (i) $0.315 per share (the “Fixed Price”), or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date (the “Variable Price”). The amounts of such conversions are limited to one sixth (1/6) of the overall Yorkville Note amount in any given calendar month unless the conversion price is above $0.315 per share.

The Company elected the FVO to fair value the Yorkville Note on the issuance date and will subsequently remeasure at end of each reporting period. The estimated fair value of the Yorkville Note on the issuance date was approximate $5.8 million. The Company recognized a loss of $0.8 million upon the issuance of the Yorkville Note, which was calculated at the difference between the principal amount and the fair value of the note. As of December 31, 2024, the fair value of the Yorkville Note was $5.9 million, which was included in Convertible notes at fair value, net of current portion on the consolidated balance sheets.

Interest Expense Summary

The following table summarizes total interest expenses related to outstanding debt for the years ended December 31, 2025 and 2024, respectively (in thousands):

The following table summarizes the principal amounts of the Company’s debt obligations as of December 31, 2025 (in thousands):

10. Net Loss per Share Applicable to Common Stockholders

The following securities were not included in the diluted earnings (loss) per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):

11. Related Party Transactions

Advent BioServices

The following sections describe the contractual arrangements between the Company and Advent prior to the Company’s acquisition of Advent, including operational activities and milestones pursuant to those contracts, and then describe the acquisition in October 2025

The Company hadthree operational programs with Advent: (a) an ongoing development and manufacturing program at the GMP facility in London, (b) an ongoing development and manufacturing program at the Sawston GMP facility, and (c) periodic specialized programs such as the program related to the MAA pre-requisites, drafting and submission. The Company also executed a SOW #8 covering the work required to establish the DCVax-Direct program in the U.K. and manufacture DCVax-Direct products for global use.

Each of the operational programs was covered by a separate contract. The ongoing manufacturing in the London facility was covered by a Manufacturing Services Agreement (“MSA”) entered into on May 14, 2018. The development and manufacturing program at the Sawston facility was covered by an Ancillary Services Agreement entered into on November 18, 2019. Each periodic specialized

program was covered by an SOW that set forth the role and activities to be undertaken by Advent for that program, and provided for milestone payments upon completion of key elements of the program.

The Ancillary Services Agreement established a structure under which the Company and Advent negotiated and agreed upon the scope and terms for Statements of Work (“SOWs”) for facility development activities and compassionate use program activities, as well as for the periodic specialized programs. After an SOW was agreed and approved by the Company, Advent would proceed with, or continue, the applicable services and would invoice the Company pursuant to the SOW. Since both the facility development and the compassionate use program involved pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement was on the basis of costs incurred plus fifteen percent. The SOWs could involve ongoing activities or specialized one-time projects and related one-time milestone payments. The Ancillary Services Agreement was to end in July 2023, but the Company has extended the term year by year, to July 2024, to July 2025 and to July 2026.

SOW 8

On November 8, 2024, the Company entered into a Statement of Work #8 (“SOW 8”) with Advent that was incorporated into the Ancillary Services Agreement that was originally entered into dated November 8, 2019 and was extended as described above. SOW 8 covered the work required to establish the DCVax-Direct program in the U.K and manufacture DCVax-Direct products for global use. Under SOW 8, the compensation consisted solely of one-time cash milestone payments for each stage of the work and Advent would only receive the compensation when the applicable work was successfully completed. (When the Company previously contracted with a different company for restart of DCVax-Direct manufacturing, the contract required payment as work was performed, regardless of whether the work was successful or not, as is typical for such contract services. The other company did not succeed in producing any DCVax-Direct products meeting the specifications.)

SOW 8 included the following 5 one-time milestones with corresponding milestone payments (which were only payable after the milestone had been achieved):

(a) Basic Technology Transfer, New SOPs & Regulatory Documents.

Review of documents, specifications and data from the prior DCVax-Direct program conducted by Cognate BioServices. Development of a new set of SOPs for DCVax-Direct production in Sawston and new regulatory documents for the U.K. Initial implementation in Sawston; many engineering runs. Data generation for comparability analyses of both the process and the product. Milestone payment of £0.55 million (approximately $0.7 million) upon completion.

As of October 24, 2025, this milestone had been completed and paid.

(b) Process Development: TFF System vs. Other Systems.

Evaluation of the TFF system used in the prior DCVax-Direct manufacturing. Evaluation of the remaining TFF equipment from the prior program, parts needed to re-establish functional TFF systems, potential sourcing and timelines. Evaluation of remaining disposables from the prior program, requirements for new molds to enable new production of disposables (which are used for each manufacturing run with the TFF system), production arrangements for new disposables, development of new sealing method for disposables, potential sourcing and timelines for disposables. Identification and evaluation of commercially available systems to potentially substitute for TFF system. Engineering runs. Data generation for comparability analyses of TFF system vs. others. Milestone payment of £0.45 million (approximately $0.6 million) upon completion.

As of October 24, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.6 million related to this milestone, which was reclassed to consideration payable to the Seller as of the closing of the acquisition.

(c) Process Development: Existing and New Product Composition.

Worldwide search for sourcing of BCG (1 of 2 essential reagents/ingredients required for DCVax-Direct besides the DCs), due to a severe worldwide shortage. Evaluation of the BCG mechanism of action (MoA) in DCVax-Direct, search for other agents that could have similar MoA or effects, with similar safety profile too. Sourcing of other agents, testing and selection of other agents for a new DCVax-Direct product composition. Many engineering runs. Data generation for comparability analyses of new reagents vs BCG and

new composition of DCVax-Direct vs prior composition. Milestone payment of £0.60 million (approximately $0.8 million) upon completion.

As of October 24, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.8 million related to this milestone, which was reclassed to consideration payable to the Seller as of the closing of the acquisition.

(d) Technology Transfer: Clean Room Implementation.

After the choice of system (TFF vs commercial) and the choice of product composition are decided, development of new SOPs and transfer of production into the clean rooms. This includes pre-clean room engineering runs, establishment of critical quality attributes, and process performance qualifications. For technology transfer into the clean rooms, each employee operator individually must pass 3 consecutive and successful aseptic process simulations in the clean room and also 3 consecutive and successful PQQ runs at scale in the clean room; microbial analysis (sterility, endotoxin, mycoplasma all need to pass); growth promotion tests; validation of all equipment used after being placed in the clean room; validation of all cell analysis assays used via flow cytometry and validation of the fill and finish protocols. Milestone payment of £0.35 million (approximately $0.5 million) upon completion.

As of October 24, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.5 million related to this milestone, which was reclassed to consideration payable to the Seller as of the closing of the acquisition.

(e) New IMPD and New IND.

Draft a new IMPD (Investigational Medicinal Product Dossier) for the revised DCVax-Direct product composition and production process, containing all changes to the manufacturing system, reagents and product composition, processes, sources and/or Mechanism of Action vs. those used in the prior DCVax-Direct program. Also draft a new IND (CMC section), for the first clinical trial with the new manufacturing process and new product composition. Obtain the first approval or clearance of the new IND by a regulator. Milestone payment of £0.35 million (approximately $0.5 million) upon completion.

Advent had completed the new IND CMC section (comprising part of this milestone) but the new IND had not yet been submitted to and approved by regulators (comprising the other part of this milestone).

As of October 24, 2025, the Company had an accrued liability of $0.5 million related to this milestone, which was reclassed to consideration payable the Seller as of the closing of the acquisition.

SOW 6

SOW 6 provides for ongoing baseline costs for manufacturing at the Sawston facility and one-time milestone incentives for (a) regulatory approval of each of the three licenses required for the Sawston facility, (b) successful completion of each of the six workstreams and (c) completion of drafting key portions of an application for product approval (see Note 5 for additional description regarding SOW 6). The milestone incentives are a combination of cash and stock, and are not paid until the milestone is achieved and earned.

During the year ended December 31, 2024, the Company paid an aggregate of $5.0 million in cash, of which $1.0 million was related totwo milestones that were completed and fully expensed in 2022, but were unpaid as of December 31, 2022, $4.0 million was payment for four completed one-time milestones (MAA workstream for Mechanism of Action, obtaining a commercial manufacturing license from the MHRA on March 2023 and completion of drafting key portions of the application and submit the application to MHRA for product approval). The Company issued 4.5 million common shares as a result of completion of the two one-time milestones (obtaining a commercial manufacturing license from the MHRA and completion of drafting of the application) at a fair value of $3.2 million, of which $0.6 million was recognized during the year ended December 31, 2024 and $2.6 million had already been recognized (but not paid) in 2022.

The following table summarizes total research and development costs from Advent prior to the Company’s acquisition (in thousands).

The expense for the year ended December 31, 2024 covered 2 one-time milestones: 1) Process development: TFF system vs. other systems, and 2) Process development: existing and new product composition.

Related Party Accounts Payable

As of December 31, 2024, there were outstanding unpaid accounts payable and accrued expenses owed to Advent as summarized in the following table (in thousands). These unpaid amounts are part of the Related Party expenses reported in the above section.

Acquisition of Advent

The Company entered into an agreement to acquire Advent on August 27, 2025, and closed on the acquisition on October 24, 2025. Prior to the acquisition, Advent was wholly owned by Toucan Holdings LLC (“Seller”). The Company’s Chairperson and Chief Executive Officer, Linda Powers, was the controlling member of the Seller. Following the acquisition, Advent is now a wholly owned subsidiary of the Company.

The consideration for the acquisition will be paid in installments overtwo years, beginning 3 months after the closing of the acquisition, with potential acceleration after regulatory approval of the Company’s DCVax®-L product. The consideration includes a combination of a cash purchase price of approximately $1.9 million (£1.4 million) and cash payment of an amount equal to the net amount of accounts payable (“Net AP”) that was due from the Company to Advent prior to the acquisition for services already performed under the existing service contracts, totaling $6.0 million, which is net of $2.3 million buyer assumed liabilities, and Excluded Amounts (relating to non-Company matters prior to the acquisition date) were retained by the Seller, totaling approximately $0.7 million (collectively, the “Purchase Consideration”). The unpaid balance will accrue interest at 7.5% annually.

The net assets received by the Company through the acquisition of Advent included 12 million shares of the Company’s common stock and 5.5 million stock options, which the Company had previously issued to Advent as compensation for contract services. The shares of the Company’s common stock were returned to the Company’s treasury and the stock options were cancelled at the Closing Date.

12. Preferred Stock

Series C Convertible Preferred Stock

On July 20, 2022, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock and Series B Preferred Stock pursuant to which both series were eliminated and returned to the status of authorized and unissued preferred shares of the Company, as there are no longer any Series A or Series B Preferred shares outstanding.

Also on July 20, 2022, the Company filed the Certificate of Designations for Series C Preferred Stock (the “Series C Certificate of Designations”) with the Secretary of State of the State of Delaware, setting forth the terms of the Series C Preferred Stock. The Series C Certificate of Designations, effective as of July 20, 2022, that was created out of the authorized and unissued shares of preferred stock of the Company, provides for 10,000,000 shares, par value $0.001 per share, and establishes the rights, preferences and privileges of the Series C.

The Company determined that the Series C Shares contain contingent redemption provisions allowing redemption by the holder upon certain defined events (“deemed liquidation events”). As the event that may trigger the redemption of the Series C Shares is not solely within the Company’s control, the Series C Shares are classified as mezzanine equity (temporary equity) in the Company’s consolidated balance sheets.

During the year ended December 31, 2025, approximately 0.2 million Series C Shares with a book value of $2.8 million were converted into 4.7 million common shares at a ratio of 1:25.

During the year ended December 31, 2024, the Company entered into various Subscription Agreements (the “Series C Subscription Agreements”) with certain investors (the “Series C Investors”). Pursuant to the Series C Subscription Agreements, the Company issued the Series C Investors an aggregate of 0.8 million shares of the Company’s Series C convertible preferred stock, par value $0.001 per share (the “Series C Shares”), at a weighted average purchase price of $10.82 per share for proceeds of approximately $8.2 million.

During the year ended December 31, 2024, the Company converted $2.7 million convertible notes including $0.2 million accrued interest into 0.5 million Series C preferred shares.

During the year ended December 31, 2024, approximately 1.5 million Series C Shares with a book value of $14.1 million were converted into 38.2 million common shares at a ratio of 1:25.

13. Stockholders’ Deficit

Common Stock

On December 29, 2025, the Company filed a Certificate of Amendment of its Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware, which effected an increase in the Company’s authorized shares of common stock, from 1.7 billion to 2.6 billion, par value $0.001 per share.

During the year ended December 31, 2025, the Company received $19.3 million from the issuance of 88.1 million shares of common stock.

During the year ended December 31, 2025, the Company issued approximately 96.7 million shares of common stock with a fair value of $25.9 million to certain Note Payable lenders in lieu of cash payments of $19.7 million of debt, including $1.8 million of accrued interest (see Note 9).

During the year ended December 31, 2025, the Company converted $11.1 million outstanding convertible notes, including $0.4 million of accrued interest into approximately 49 million shares of common stock (see Note 9).

On June 4, 2024, the Company entered into a Stock Purchase Agreement with SIO Capital Management LLC (SIO), for SIO’s purchase of 8.1 million shares of the Company’s common stock at $0.40 per share based on certain terms initially negotiated on May 31, 2024 (the “June Offering”). The transaction was closed on June 5, 2024. The June Offering generated gross proceeds of approximately $3.3 million and net proceeds to the Company of approximately $2.9 million. In connection therewith, the placement agent was granted a warrant to purchase up to an aggregate of 0.2 million shares of Common Stock (the “Placement Agent Warrant”) at an exercise price of $0.40 per share, which Placement Agent Warrant is exercisable at any time on or after August 4, 2024 and will expire on June 4, 2026.

In addition to the June Offering, during the year ended December 31, 2024, the Company issued total 42.4 million shares of common stock for aggregate cash proceeds of $11.1 million.

As described in Note 9, on December 19, 2024, the Company entered into a SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions and limitations, the Company has the option, but not the obligation, to issue and sell to Yorkville up to $50.0 million (the “Commitment Amount”) in aggregate gross purchase price of the Company’s common stock at any time during the 24-month term of the SEPA at 95% or 97% of the then prevailing market price. In connection with the SEPA, the Company paid Yorkville a structuring fee of $25,000. Additionally, the Company paid a commitment fee of $0.5 million in the form of 1.6 million shares of common stock (the “Commitment Shares”), representing 1% of the Commitment Amount (the “Commitment Fee”) divided by 120% of the VWAP of the common stock on the trading day immediately prior to the date of the SEPA. The Commitment Fee associated with the SEPA was expensed as incurred because the SEPA represents a derivative instrument pursuant to ASC 815, and was recognized as part of General and administrative on the consolidated statement of operations during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company received $1.5 million cash from the exercise of outstanding warrants with a weighted average exercise price of $0.24 per share. The Company issued approximately 6.5 million shares of common stock upon these warrant exercises.

During the year ended December 31, 2024, certain options and warrants holders elected to exercise some of their options and warrants pursuant to cashless exercise formulas. The Company issued approximately 3.1 million shares of common stock upon exercise of 4.8 million warrants at exercise prices between $0.20 and $0.34 per share, and 0.7 million options at exercise prices of $0.35 per share.

During the year ended December 31, 2024, the Company issued approximately 53.0 million shares of common stock with a fair value of $19.4 million to certain lenders in lieu of cash payments of $14.8 million of debt, including $1.7 million of accrued interest, and settled $1.0 million true-up provision (see Note 9).

Treasury Stock

In connection with Advent carrying out the Company’s product development and manufacturing prior to the acquisition, the Company issued 12 million shares of common stock for the achievement of certain one-time milestones under SOW 6. In connection with the acquisition of Advent, see Note 5, the 12 million shares of common stock reverted to the Company and wereno longer considered outstanding. The Company treated this transaction as a repurchase of common stock from Advent forno consideration. The Company recognized $12,000 in treasury stock which represents the par value of 12 million common shares repurchased.

Stock Purchase Warrants

The following is a summary of warrant activity for the years ended December 31, 2025 and 2024 (in thousands, except per share data):

At December 31, 2025, of the approximately 93 million total outstanding warrants listed above, approximately 92 million warrants were under Blocker Letter Agreements or suspension agreements.

Warrant Modifications

During the year ended December 31, 2025 and 2024, the Company amended multiple equity classified warrants whereby the maturity dates of certain warrants were extended for an additional approximately 3-6 months. The value of these modifications was calculated using the Black-Scholes-Merton option pricing model based on the following weighted average assumptions.

For the year ended December 31, 2025:

For the year ended December 31, 2024:

During the year ended December 31, 2025 and 2024, the incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $1.3 million and $3.0 million, respectively. The Company recognized $1.3 million and $1.4 million as a deemed dividend and is reflected as “Deemed dividend related to warrant modifications” in the accompanying consolidated statement of operations and comprehensive loss, respectively. The warrant modifications in 2024 also included $1.6 million that was associated with a debt financing and was recognized as an additional debt discount and interest expense, see Note 9.

Warrant Reclassification

On December 23, 2024, in connection with entering into a stock purchase agreement with an individual investor (the “Investor”), the Company amended the Investor’s existing 32.5 million warrants (the “Warrants”) by extending the maturity date and adding an additional restriction to the Investor’s exercisability. Because the Warrants could potentially be settled in cash based on events that are

outside the control of the Company, that precluded application of the equity contract scope exception to the Warrants, and the Warrants are classified as a liability.

On July 26, 2025, the Company further extended the maturity date of the Warrants and the potential cash settlement provision was removed. As a result, the Company reclassed the Warrants from liability to equity as of the amendment date for total $3.3 million which represents the fair value of the Warrants as of the amendment date.

Between November and December 2025, certain warrants previously classified as equity instruments were determined to be liability classified (the “Impacted Warrants”) due to the Company having an insufficient number of authorized shares. On December 30, 2025, the shareholders of the Company approved an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock and as a result the Company has sufficient authorized and unissued shares. Accordingly, the Company determined that the Impacted Warrants were reclassified to equity. In accordance with the guidance in ASC 815-40-35-10, the Company remeasured the Impacted Warrants to fair value immediately before the reclassification and recorded the change in fair value of approximately $0.9 million in the consolidated statements of operations.

14. Commitments and Contingencies

Operating Lease- Lessee Arrangements

The Company has operating leases for corporate offices in the U.S. and U.K., and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected thepractical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The lease renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company has not yet determined whether to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense.

The Company’s prior office lease in the U.K. expired in July 2025. In January 2025, the Company entered into an agreement for a new office lease in the U.K. to begin in late May 2025 (the “2025 U.K. Office Lease”). An additional document, involving a reconstitution schedule, was required in order to complete the lease arrangement. However, the Company decided not to take the space and the parties did not reach agreement on the reconstitution schedule. The Company entered into a side letter with the landlord on July 30, 2025 to finalize the lease exit terms. The Company is required to pay $0.1 million each quarter for a maximum of 2.5 years. Payment will stop upon the property being leased to a new tenant. The Company recognized a contingent loss liability of $1.0 million related to the lease settlement. Upon the acquisition of Advent on October 24, 2025, an additional $0.8 million of contingent loss liability related to the 2025 U.K. Office Lease was recognized in the consolidation. The Company will recognize any remaining unpaid lease liability as a gain contingency upon the early exit of the lease liability. As of December 31, 2025, the Company had approximately $1.6 million contingent loss liability related to the 2025 U.K. Office Lease.

The Company’s office lease in the U.S. would have expired in August 2024. However, on August 22, 2024, the Company extended its office lease in the U.S for an additional 2 years under an amended agreement. The Company recognized additional $0.4 million ROU assets andlease liabilities for its amended office lease in the U.S.

At December 31, 2025, the Company had operating lease liabilities of approximately $4.8 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. and ROU assets of approximately $4.2 million for the Sawston lease and U.S. office lease are included in the consolidated balance sheet.

Operating Lease- Lessor Arrangements

On December 31, 2021, the Company entered into a Sub-lease Agreement (the “Agreement”) with Advent. The Agreement permitted use by Advent of a portion of the space in the Sawston facility, which is leased by the Company under a separate head lease with a different counterparty (Huawei) that commenced on December 14, 2018. The Company subleased approximately 14,459 square feet of the 88,000 square foot building interior space, plus corresponding support space and parking. The lease payment amount under the Agreement aretwo times the amount payable by the Company under the head lease (which is currently £5.75 or approximately $7.74 per square foot based on exchange rate as of December 31, 2025), but subject to a cap of $10 per square foot. Accordingly, the monthly lease payments under the Sub-lease are based on $145,000 annually for 2025. The total lease payments paid by the Company to Huawei for the 88,000 square foot facility, exterior spaces and parking under the head lease are £550,000 (approximately $740,000) per year. The term of the Agreement shall end on the same date as the head lease term ends.

Upon the acquisition of Advent on October 24, 2025, the Agreement is considered an intercompany lease, and income and expense related to the sub-lease for the post acquisition period are eliminated in consolidation.

The following summarizes quantitative information about the Company’s operating leases (in thousands):

The Company recorded lease costs as a component of general and administrative expense during the years ended December 31, 2025 and 2024.

Maturities of our operating leases, excluding short-term leases and sublease agreement, are as follows:

German Tax Matter

The German tax authorities have audited our wholly owned subsidiary, NW Bio GmbH, for 2013-2015. The NW Bio GmbH submitted substantial documentation to refute certain aspects of the assessments and the German tax authorities agreed in principle with the Company’s proposed revised approach and settlement offer. A final settlement bill was received from the German Tax Authority confirming that only a portion of the original bill was owed,€277,000 (approximately$329,000), for corporate taxes, interest, and reduced penalty for the period under audit, which the Company paid on September 2, 2021. The Company also received and paid the final settlement bill from the local authority for trade taxes for the audit period in the amount of€231,000 (approximately$272,000). On November 4, 2021, the Company received a letter from the local tax authorities asking for additional late fees of€513,000 (approximately$554,000) on reimbursable withholding taxes that had been waived during the settlement process. On December 8, 2021, the Company appealed the assessment of additional late fees. Additionally, the Company has deregistered its business with the City of Leipzig, as it no longer conducting any business activities. The deregistration was granted effective December 31, 2021. Between January 2022 and July 2022, the Company received tax bills for the corporate and trade taxes for the 2016-2020 tax years that totaled approximately€222,000 (approximately$238,000). On July 27, 2022, the Company was informed that the German Tax Authorities were prepared to waive€135,000 (approximately$145,000) of the penalties. The Company offered to pay this reduced penalty if an extended payment plan was approved. A response was received dated November 14, 2022 indicating that the tax authority would not be able to grant a further deferral of payment of these penalties. In a letter dated December 27, 2022, the Leipzig tax authority sent letters to the former and current managing directors of NW Bio GmbH giving 30 days to respond to a tax liability questionnaire. Based on the responses to the liability questionnaires the tax authorities have currently not directed any further measures against former and current managing directors of NW Bio GmbH with respect to tax liability proceedings. On October 12, 2023 and January 16, 2024, the Company made €189,000 (approximately$201,000) and €189,000 (approximately$207,000) payments, respectively, regarding to the late payment penalty. As of December 31, 2025, the Company accrued for trade tax liability of €156,000 (approximately$183,000) and corporation tax of€99,000 (approximately$116,000). Based on the Company’s current operating state in Germany and the negotiations, the Company believes, based on its evaluation under ASC 740, that the resolution of these tax matters will not likely result in a net material charge to the Company.

Other Contingent Payment Obligation

During the year ended December 31, 2025 and 2024, the Company exchanged $3 million and $0.3 million from certain previously executed non - dilutive financial instrument to new convertible notes (see Note 9), respectively. During the year ended December 31, 2024, the Company entered into a non-dilutive funding agreement with an individual investor, pursuant to which the Company received funding of $50,000 related to a gain contingency.

As of December 31, 2025, the Company had contingent payment obligations of $1.7 million, which are related to a gain contingency from non-dilutive funding agreements with various investors. These agreements are accounted for under ASC 470 and are recognized as contingent payment obligations on the Company’s condensed consolidated balance sheet. The Company’s payment obligations only apply when such are received by the Company.

15. Income Taxes

A sweeping legislative package formally titled “An act to provide for reconciliation pursuant to title II of H. Con. Res. 14” (the “Act”), and commonly referred to as the One Big Beautiful Bill Act, was signed into law on July 4, 2025. The legislation includes numerous changes to existing tax law that are retroactive to the beginning of 2025, including provisions for the current deductibility of certain property additions and deductibility of current and previously capitalized domestic research and development costs. In our U.S. tax provision, we’ve elected to accelerate all previously capitalized domestic research costs ratably over 2025 and 2026. These impacts have been incorporated into our provision for income taxes and cash tax forecasts. Additionally, multiple changes are effective beginning in 2026 and we are continuing to evaluate the impacts they will have on our subsequent consolidated financial statements and related disclosures.

No provision was made for U.S. taxes on undistributed foreign earning as such earnings are considered to be permanently reinvested. It is not practicable to determine the amount of additional tax, if any that might be payable on those earnings if repatriated.

Income before income taxes included the following (in thousands):

The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2025 and 2024 are comprised of the following (in thousands):

The Company has identified the United States, Maryland, Germany and United Kingdom as significant tax jurisdictions.

The Company’s U.S. net operating loss (“NOL”) carryforwards for tax purposes as of December 31, 2025, are approximately $828.0 million. Unused NOL carryforwards from years prior to 2018 of $506.7 million will expire through 2038. NOL incurred in 2018 and later amount to $321.3 million and shall carryforward indefinitely. NOL carryforwards are generally available to offset future taxable income. However, an Internal Revenue Code Section 382 analysis has not been performed to determine availability of NOL to offset future taxable income, and the utilization of NOL may be limited under the Internal Revenue Code Section 382 as a result of changes in ownership of the Company’s stock over the loss periods and prior to utilization of the carryforwards. The Company also has approximately$19.0 million in research and development tax credits available to offset federal income tax in future periods. If unused, these credits expire through 2045. The Company’s NOL carryforwards for foreign tax purposes as of December 31, 2025 are $27.7 million. NOL in the United Kingdom and Germany of $9.0 million and $18.7 million respectively do not expire over time. The Company’s tax years are still open under statute from 2019 to present, although NOL carryovers from prior tax years are subject to examination and adjustments to the extent utilized in future years.

In connection with the Advent acquisition, the Company reported approximately $52.0 million of identifiable intangible assets for financial reporting purposes. If the Company were to re-sell those assets, it could recognize a gain of approximately $52.0 million and owe U.K. taxes on that gain. However, the Company does not currently have any plans to re-sell the assets and as such does not anticipate incurring any tax effect. Because the transaction did not give rise to a corresponding step-up in the U.K. tax basis of the underlying assets, the Company recorded an ending deferred tax liability of approximately $13.0 million related to the excess of the financial reporting basis over the tax basis of such intangible assets. If the Company were to re-sell those assets, it could recognize a gain of approximately $52.0 million and owe U.K. taxes on that gain at an applicable tax rate of 25%. However, the Company does not currently intend to re-sell the assets and as such does not anticipate incurring any cash tax obligation. This deferred tax liability is soley an estimate of the hypothetical tax that could be due upon a sale of the intangible assets at the $52.0 million stepped up value included on the balance sheet. The Company does not currently expect to have to pay any such deferred tax liability, as it does not anticipate a taxable transaction or other event that would cause the temporary difference to reverse in a manner giving rise to cash taxes.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2025 and 2024.

The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follow*(dollars in thousands):*

(a)State taxes in Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2025 and 2024, there wereno uncertain tax positions. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such expense as a component of income tax expense. There wereno amounts accrued for penalties or interest during the year ended December 31, 2025 and 2024. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

16. Subsequent Events

Between January 1, 2026 and March 31, 2026, the Company received$10.5 million in funding from the sale of common shares, proceeds from warrant exercise, and proceeds of debt arrangements.

In January 2026, the Company entered into severaltwo-year convertible notes agreements (the “January Convertible Notes”) with multiple individual investors (the “Investors”) for an aggregate principal amount of$1.1 million. The January Convertible Notes bear interest at 11% per annum and are convertible into common shares at a range between$0.22 per share and$0.25 per share at the Investors’ sole option.

On March 3, 2026, the Company entered intotwo two-year convertible notes agreements (the “U.K. Convertible Notes”) withtwo investors (the “U.K. Holders”) for an aggregate principal amount of£1.0 million (approximately$1.3 million). The U.K. Convertible Notes bear interest at 11% per annum and are convertible into common shares at $0.21 per share at the U.K. Holders’ sole option.

On March 4, 2026, the Company entered into several convertible notes agreements (the “March Convertible Notes”) with various commercial lenders (the “Holders”) for an aggregate principal amount of$5 million. The March Convertible Notes bear interest at 9% per annum with a 24-month term. The March Convertible Notes are convertible into the Company’s common stock at a conversion price equal to 86% of the daily VWAP during the 10 consecutive trading days immediately after the conversion notice submission date. The amounts of such conversions are limited to 20% of the principal during any rolling 20 trading day period. The conversion restrictions will be lifted upon obtain regulatory approval of the Company’s DCVax®-L treatment for glioblastoma.

Between January 1, 2026 and March 31, 2026, the Company issued approximately 12.4 million shares of common stock for proceeds of $3.1 million.

Between January 1, 2026 and March 31, 2026, the Company issued approximately 23.3 million shares of common stock to certain lenders in lieu of cash payments of $4.6 million of debt, including $0.8 million of outstanding interest and settled $0.2 million share payable.

Between January 1, 2026 and March 31, 2026, the Company converted $3.1 million convertible notes into 15.1 million shares of common stock.

On March 16, 2026, the Court granted a motion for approval of the settlement (filed publicly on October 14, 2025) in the Delaware litigation, and entered an Order and Final Judgment.