Lakewood-Amedex Biotherapeutics Inc.

Notes to Condensed Financial Statements (Unaudited)

NOTE 1 – ORGANIZATION, BUSINESS OVERVIEW, AND LIQUIDITY

Lakewood-Amedex Biotherapeutics Inc., a Nevada corporation (“Lakewood-Amedex” or the “Company”), headquartered in University Park, Florida, was formed on July 11, 2006 under the name Nu Pharmas, Inc. (“Nu Pharmas”).

Lakewood-Amedex is focused on leveraging unique, pioneering science to address unmet needs in the treatment of serious infectious diseases, improving patient outcomes and significantly reducing the threat posed by antibiotic-resistant bacterial strains like MRSA, NDM-1, and many others. The Company’s product candidates consist of antimicrobials that are targeted at acute and chronic infectious diseases, and which are delivered locally to the site of infection. As of April 2026, the Company has 68 patents and 36 pending patent applications covering its products and technologies for application in major pharmaceutical markets. The Company has successfully completed its first human clinical trial for its lead product, the broad-spectrum Bisphosphocin® (anti-bacterial) Nu-3 for the topical treatment of chronically infected diabetic foot ulcers. The Company plans to conduct an additional dose comparative phase 2 study which is expected to identify the dose for phase 3 and later commercialization as well as the most appropriate administration regimen for Nu-3 gel formulation in mildly infected diabetic foot ulcers. Furthermore, early-stage pipeline compounds will be further characterized to identify the best compound/clinical indication match for further non-clinical and clinical evaluation.

Liquidity and Going Concern Considerations

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company recognized a net loss of approximately $0.9 million for the three months ended March 31, 2026. The Company used approximately $0.3 million in net cash from operating activities for the three months ended March 31, 2026 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Subsequent to March 31, 2026, on April 21, 2026, the Company completed a private offering of Series C Convertible Preferred Stock for gross proceeds of approximately $7.5 million, resulting in net proceeds to the Company of approximately $6.8 million after payment of offering-related expenses. In addition, during April 2026, the Company issued approximately $0.1 million of short-term promissory notes for working capital purposes, all of which, including accrued interest, were repaid in full following the closing of the Series C financing.

On April 23, 2026, the Company completed its listing on the Nasdaq Capital Market. In connection with the Nasdaq listing, all outstanding convertible promissory notes with an aggregate principal balance of approximately $1.5 million, together with accrued interest thereon, automatically converted into shares of the Company’s common stock pursuant to their terms. In addition, all outstanding shares of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, including accumulated but unpaid Series B dividends, automatically converted into shares of the Company’s common stock upon the Nasdaq listing.

While the Company believes the net proceeds received from the Series C financing, together with the elimination of certain debt obligations through the automatic conversions described above, have improved the Company’s liquidity position and will support operations through the fourth quarter of 2026, the Company will nevertheless require additional capital to fund operations and execute its business plan beyond that period. Accordingly, the Company intends to seek additional funding through equity financings, debt financings, strategic arrangements, grants and/or other capital sources. Management cannot provide assurance that such financing will be available on acceptable terms, or at all. As a result, substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued has not been alleviated.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed interim financial statements presented herein, and as discussed below, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In accordance with those rules and regulations, certain information and footnote disclosures normally included in comprehensive financial statements may have been condensed or omitted. The condensed balance sheet as of March 31, 2026 and the condensed statements of operations, stockholders’ equity (deficit) for the three months ended March 31, 2026 and 2025 are unaudited. The condensed statements of cash flows for the three months ended March 31, 2026 and 2025 are unaudited. The balance sheet as of December 31, 2025 was derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. These condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025. The accompanying condensed interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The condensed results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

Comparative Amounts

Certain share and per share amounts presented in the financial statements previously issued for 2025 have been reclassified to present the effects of the reverse stock split described in Note 5.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and that affect the amount of expenses reported for each period.

Actual results could differ from those which result from using such estimates. Management also utilizes various other estimates, including but not limited to depreciation, income tax expense, the valuation of deferred tax assets, determining the fair value of the Company’s common stock, the valuation of securities underlying stock-based compensation, and lease-related estimates which include the determination of the lease term, the assessment of renewal or termination options, and the incremental borrowing rate used to measure right-of-use (ROU) assets and lease liabilities. The results of any changes in accounting estimates are reflected in the financial statements of the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Preferred Stock

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.

Net Loss per Common Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260-10 issued by the Financial Accounting Standards Board.

Basic net loss per common share is computed by dividing net loss, adjusted for any undeclared dividends on convertible preferred stock, by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss, adjusted for any undeclared dividends on convertible preferred stock, by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options, warrants and convertible preferred stock.

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

Research and Development Costs

Research and development costs are expensed as incurred. Research and development reimbursements are recorded by the Company as a reduction of research and development costs. The Company incurred research and development costs of $182,147 and $169,703 for the three months ended March 31, 2026 and 2025, respectively.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to provide additional disclosures about certain expense captions presented on the face of the income statement, including disaggregation of specified natural expense categories in interim and annual reporting periods. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its financial statement disclosures.

In November 2024, the FASB issued Accounting Standards Update No. 2024-04, “Debt -Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, with early adoption permitted for all entities that have adopted the amendments in Accounting Standards Update No. 2020-06. The Company is currently in the process of evaluating the effects of ASU 2024-04 on its Financial Statements.

All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

NOTE 3 – NOTES PAYABLE – RELATED PARTIES

During February and March 2026, the Company issued short-term promissory notes to existing shareholders and a director in the aggregate principal amount of $125,000. The short-term notes bore interest at a rate of 12% per annum, with principal and all accrued and unpaid interest due and payable on the earlier of (i) five days following the closing of a $7.5 million financing transaction or (ii)June 30, 2026, the contractual maturity date. The Company had the right to prepay the notes without the prior written consent of the noteholders.

As of March 31, 2026, the outstanding principal balance of the short-term notes was $125,000 and accrued interest totaled $1,233.

In addition, during April 2026, the Company issued a short-term promissory note to a director in the principal amount of $43,158. Subsequent to March 31, 2026, all outstanding short-term promissory notes, including accrued interest thereon, were repaid in full following the completion of the Company’s Series C Convertible Preferred Stock financing (see Note 5 - Stockholders’ Equity).

During May 2025, the Company issued convertible promissory notes to existing investors, management, and directors in the aggregate principal amount of $1,250,000. In addition, the Company modified $250,000 of then-outstanding short-term notes payable held by directors, converting them into convertible promissory notes with terms consistent with the newly issued notes. As a result, the total principal amount of convertible notes issued in this bridge financing round was $1,500,000.

The conversion of the short-term notes into convertible notes was accounted for as a debt modification under ASC 470-50-40 (extinguishment vs. modification). This conclusion was based on an analysis of the present value of the revised cash flows, which showed a change of less than 10% compared to the original terms, and therefore did not meet the threshold for substantial modification. Additionally, while the modified notes included a contingent conversion feature, the conversion was deemed not probable as of the modification date, and thus did not represent a substantive change in economic terms. Accordingly, no gain or loss was recognized on the modification.

This bridge financing was undertaken in anticipation of a planned direct listing on the Nasdaq Stock Market and was intended to provide interim working capital for the Company’s operations.

The convertible notes bore interest at a rate of 10% per annum and matured on March 31, 2026, unless earlier converted or prepaid. Interest was payable in cash or, at the Company’s election, in-kind through the issuance of shares of the Company’s common stock.

The Company evaluated the terms of the convertible notes under the guidance of ASC 815-15 (Derivatives and Hedging – Embedded Derivatives) and ASC 470-20 (Debt – Debt with Conversion and Other Options). Based on this evaluation, the Company concluded that the embedded features, including the automatic conversion provision and interest payment alternatives, do not require bifurcation as embedded derivatives and the conversion feature qualifies for equity classification under ASC 470-20 and does not result in a beneficial conversion feature. Accordingly, the convertible notes are accounted for as conventional debt instruments and are recorded at amortized cost.

As of March 31, 2026 and December 31, 2025, the outstanding principal balance of the convertible promissory notes was $1,500,000, and accrued interest totaled $137,867 and $100,881, respectively.

The Company recorded interest expense related to notes payable of $38,219 and $1,315 for the three months ended March 31, 2026 and 2025, respectively. Interest expense is included in other income (expense) in the accompanying condensed statements of operations.

Pursuant to the terms of the notes, the outstanding principal and accrued and unpaid interest automatically converted into 205,921 shares of the Company’s common stock at a fixed conversion price of $8.00 per share upon the Company’s successful listing on the Nasdaq Capital Market on April 23, 2026.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Lease Agreement

On November 3, 2021, the Company signed a lease for new office space which commenced April 15, 2022, at University Park, Florida. The lease has an initial term offive years and an option to extend for an additional five years, with an annual base rent at inception of $93,852, annual common area maintenance charges of $15,444, proportionate share of real estate taxes estimated at $6,890 annually plus sales tax of $7,552. The base rent and common area maintenance charges increase three percent (3%) each of the following four years. The Company’s proportionate share of real estate taxes and sales taxes are accounted for as variable lease payments and amounted to $2,399 and $2,697 for the three months ended March 31, 2026 and 2025, respectively.

Rent expense was $32,714 and $33,011 for the three months ended March 31, 2026 and 2025, respectively. These amounts are included in general and administrative expense in the accompanying condensed statements of operations.

At March 31, 2026, the remaining lease term and discount rate were 1.1 years and 2.79%, respectively.

Maturity of operating lease liability at March 31, 2026 is as follows:

Executive Employment Agreements

Effective July 1, 2025, the Company entered into employment agreements with three executives. The agreements have an indefinite term and may be terminated by either party upon 180 days’ written notice. Each agreement provides for an annual performance-based bonus determined under the Company’s bonus program established by the Board of Directors. The executives are also eligible to participate in the Company’s stock option plan and other programs and arrangements, consistent with their respective positions.

Advisory and Placement Agency Agreement

On February 10, 2025, Lakewood-Amedex Biotherapeutics Inc. executed an agreement with RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc. (the “BD” and together with RBW, the “Placement Agent”) for the provision of financial advisory and financial placement agency and investment banking services, including assistance in connection with the Company’s listing on the Nasdaq Capital Market and related financing activities.

Pursuant to the terms of the agreement, upon closing of a qualified financing transaction, the Company agreed to issue to RBW with a number of shares of the Company’s common stock equal to 1.75% of the Company’s fully diluted shares outstanding immediately prior to the closing of the Company’s Series C Convertible Preferred Stock financing (the Advisory Stock). In addition, the Placement Agent was entitled to receive a cash transaction fee equal to 7.0% of the gross proceeds raised from equity and equity-linked investors introduced by the Placement Agent, together with reimbursement of certain related expenses.

On March 7, 2025, the Company and RBW entered into an amendment to the agreement pursuant to which the Company agreed that the Advisory Stock would include demand registration rights and that the Company will file a resale registration statement covering such shares within 30 days following the Company’s listing on the Nasdaq Capital Market.

Subsequent to March 31, 2026, in connection with the closing of the Company’s $7.5 million private offering of Series C Convertible Preferred Stock on April 21, 2026, the Company paid the Placement Agent a cash transaction fee of $525,000 and reimbursed related expenses of $150,000. In addition, on April 23, 2026, upon the Company’s listing on the Nasdaq Capital Market, the Company issued 272,726 shares of common stock to Raymond James Securities, Inc. representing 1.75% of the Company’s fully diluted shares outstanding immediately prior to the Series C financing.

Legal Proceedings

There are no matters currently outstanding for which any liabilities have been accrued or require disclosure.

NOTE 5 – STOCKHOLDERS’ EQUITY

Authorized Stock

The holders of the Company’s Common Stock are entitled toone vote per share. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for the operation and expansion of the business. Upon liquidation, dissolution or winding-up of the Company, the holders of Common Stock are entitled to share ratably in all assets of the Company that are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding Series A, and Series B convertible preferred stock. The holders of Common Stock have no preemptive, subscription, redemption, or conversion rights.

Common Stock

On August 18, 2025, the Company’s Board of Directors approved, and in September 2025 a majority of the Company’s common stockholders approved by written consent, a reverse stock split of the Company’s common stock at a ratio of one-for-5.92 (1:5.92) shares (the “Reverse Split”) which became effective on September 29, 2025.

The Reverse Split was implemented to meet the Nasdaq Capital Market minimum per-share price requirement of $8.00 for qualification in connection with the Company’s planned direct listing. The action was intended to align the valuation of the Company’s common stock to satisfy this listing requirement following the conversion of all outstanding securities into common stock.

Upon effectiveness, every 5.92 shares of the Company’s issued and outstanding common stock were automatically combined intoone issued and outstanding share. The Reverse Split affected all issued and outstanding shares of common stock, as well as treasury stock, shares underlying stock options, warrants, and other convertible instruments, proportionally. No fractional shares were issued as a result of the Reverse Split; any fractional shares were rounded up to the nearest whole share.

All share and per-share amounts in the accompanying condensed financial statements and related notes have been retroactively adjusted to reflect the Reverse Split for all periods presented. The number of authorized shares and the par values of the common stock and preferred stock were not adjusted as a result of the Reverse Split.

Reserved Shares

As of March 31, 2026, the Company has reserved the following shares of common stock for future issuance:

Preferred Stock

The Company is authorized to issue a total of 60,500,000 shares of preferred stock of which 8,000,000 shares have been designated as Series A convertible preferred stock (“Series A Convertible Preferred”), and 52,500,000 shares have been designated as Series B convertible preferred stock (“Series B Convertible Preferred”).

Series A Convertible Preferred Shares are convertible to Common shares on a 1:5.92 ratio and are mandatorily converted upon an initial public offering or listing on a recognized stock exchange. Series A Convertible Preferred Shares do not accrue dividends and include anti-dilution protection.

Series B Convertible Preferred Shares accrue dividends at the rate per annum of 8% (of the Original Issue Price on a non-compounding basis) (the “Series B Accruing Dividends”) and includes anti-dilution protection. The Series B Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. The Series B Convertible Preferred Shares also participate, on an as converted basis, in any other dividends paid to the holders Series A Convertible Preferred Stock or common stock; however, no dividends have been declared or paid to any stockholders to date. All outstanding Series B Convertible Preferred Shares are automatically converted into shares of the Company’s common stock at the then-applicable conversion ratios (i) immediately prior to the closing of an underwritten public offering of Common Shares for aggregate gross proceeds of not less than $5 million and a pre-money valuation that values the Series B Convertible Shares not below their accumulated Liquidation Preference, or (ii) upon the vote of a Series B Convertible Preferred Share Majority, as defined. Upon any conversion of the Series B Convertible Preferred Shares into the Company’s common stock, all accrued and unpaid Series B Accruing Dividends are likewise payable in shares of the Company’s common stock. The conversion ratio for the Series B Convertible Preferred Shares is subject to a broad-based weighted-average adjustment provision in the event of an issuance of common stock below the Original Issue Price, subject to certain customary exceptions.

Total accumulated dividends for Series B Convertible Preferred Shares as of March 31, 2026 are approximately $10.5 million and have not been declared by the board of directors.

Subsequent to March 31, 2026, on April 23, 2026, in connection with the Company’s listing on the Nasdaq Capital Market, all outstanding shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into 1,113,224 and 4,022,206 shares, respectively, of the Company’s common stock in accordance with their respective terms. In addition, all accumulated and unpaid Series B Accruing Dividends totaling approximately $10.6 million, including dividends accrued through the conversion date, were settled through the issuance of 1,704,242 shares of the Company’s common stock.

On January 31, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with an investor for the issuance and sale of 937,500 shares of newly designated Series C Convertible Preferred Stock (the “Series C Preferred”) with an aggregate stated value of $9.375 million. The Series C Preferred was issued at a 20% original issue discount for aggregate gross proceeds of $7.5 million. The financing closed on April 21, 2026, resulting in net proceeds to the Company of approximately $6.8 million after payment of placement agent fees and other offering-related expenses. Each share of Series C Preferred has a stated value of $10.00 per share.

Each share of Series C Preferred has a stated value of $10.00 per share and is convertible, at the option of the holder, at any time and from time to time, into shares of the Company’s common stock. The conversion price is equal to the lesser of (i) $10.00 per share (the “Fixed Price”) or (ii)80% of the lowest closing sale price of the Company’s common stock during thefive consecutive trading days immediately preceding the applicable conversion date (the “Variable Price”); provided, however, that the Variable Price shall not be less than $1.00 per share (the “Floor Price”). The conversion price is subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar transactions, as well as full-ratchet anti-dilution adjustments in the event the Company issues common stock at a price below the Fixed Price, subject to limitations that the Fixed Price will not exceed $10.00, and the Floor Price will not exceed $1.00.

Conversion of the Series C Preferred is subject to a beneficial ownership limitation prohibiting conversion to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock.

Holders of the Series C Preferred are entitled to receive cumulative dividends at the rate of $1.20 per share per annum (12% of the $10.00 stated value), payable monthly in cash or in kind, when and if declared by the Company’s Board of Directors and from legally available funds. Dividends commence six months following the date on which the Company’s common stock began trading on the Nasdaq Capital Market and accrue only on shares of Series C Preferred that remain outstanding and unconverted.

In the event of any liquidation, dissolution or winding up of the Company, or a Deemed Liquidation Event (as defined in the Certificate of Designation), holders of the Series C Preferred are entitled to receive, prior to any distribution to holders of common stock, an amount per share equal to the greater of (i) the stated value of $10.00 per share or (ii) the amount that would have been payable had the Series C Preferred been converted into common stock immediately prior to such event.

The Company evaluated the accounting treatment of the Series C Preferred Stock pursuant to the guidance in ASC 480,Distinguishing Liabilities from Equity, ASC 480-10-S99 related to SEC guidance on temporary equity classification, and ASC 815,Derivatives and Hedging, including the guidance on embedded derivatives under ASC 815-15. The Company concluded that the Series C Preferred Stock should be classified within permanent equity because the Series C Preferred Stock is not mandatorily redeemable, and the occurrence of any deemed liquidation events is within the Company’s control. In addition, the Company evaluated the embedded conversion, redemption and other features of the Series C Preferred Stock, including the variable conversion feature and most favored nation provisions, and determined that such features do not require bifurcation as embedded derivatives under ASC 815-15 because the features do not meet the definition of a derivative instrument pursuant to ASC 815-10. Accordingly, the Series C Preferred Stock will be recorded within stockholders’ equity, net of issuance costs.

In connection with the financing, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a registration statement covering the resale of the shares of common stock issuable upon conversion of the Series C Preferred. Subsequent to March 31, 2026, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission registering 9,375,000 shares of common stock issuable upon conversion of the Series C Preferred.

The SPA contains customary representations, warranties, covenants and closing conditions. In addition, lock-up agreements were entered into by (i) the Company’s officers, directors and holders of 10% or more of the Company’s outstanding common stock and (ii) all beneficial owners of more than 5% of the Company’s unregistered common stock. Under these agreements, such holders agreed not to sell or otherwise transfer their shares for a period commencing on the Company’s Nasdaq listing date and ending on the earlier of (a) six months following the effectiveness of the registration statement or (b) the date of full conversion of all outstanding Series C Preferred shares, unless earlier released with the prior written consent of the investor.

NOTE 6 – STOCK-BASED COMPENSATION

In November 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which became effective in January 2021. The 2020 Plan provides for the grant of stock options and restricted stock awards to employees, directors and non-employee service providers of the Company.

Awards granted under the 2020 Plan expire no later than ten years from the date of grant. The exercise price of incentive stock options and nonqualified stock options granted under the 2020 Plan may not be less than 100% of the fair market value of the Company’s common stock on the date of grant. Awards generally vest over a four-year service period, although awards may be granted with different vesting terms. The 2020 Plan initially reserved 1,834,958 shares of the Company’s common stock for issuance.

Stock Options

No stock options were granted during the three months ended March 31, 2026 or 2025.

The Company recognizes stock-based compensation expense related to stock options on a straight-line basis over the requisite service periods of the individual awards. As of March 31, 2026 total unrecognized compensation expense related to unvested stock option was approximately $205,173, which is expected to be recognized over a weighted average period of approximately 1.1 years.

Warrants

No warrants were granted during the three months ended March 31, 2026 or 2025.

Summary of Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense recognized in the accompanying condensed statements of operations:

NOTE 7 – INCOME TAXES

The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270,Income Taxes—Interim Reporting. The effective tax rate may be subject to fluctuations during the year as new information becomes available, which could affect the assumptions used in estimating the annual effective tax rate, including changes in valuation allowances against deferred tax assets, changes in tax laws or their interpretation, and the recognition or derecognition of uncertain tax positions, if any.

Due to losses incurred for all periods presented, the Company did not record an income tax provision or benefit for the three months ended March 31, 2026 and 2025. The Company has established a full valuation allowance against its deferred tax assets for all periods presented, as management has concluded that it is more likely than not that such deferred tax assets will not be realized.

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense. During the three months ended March 31, 2026 and 2025, the Company did not record any unrecognized tax benefits, interest or penalties related to uncertain tax positions.

NOTE 8– SEGMENTS REPORTING

The Company operates as asingle operating segment focused on development of novel antimicrobial therapies. As the CODM, our Chief Executive Officer manages our company, reviews operating results, assesses performance and allocates resources on an aggregate basis using total assets and actual expenses compared to net loss. Please refer to the condensed financial statements for further information related to these measures of segment performance.

In addition to total assets and actual expenses, the CODM regularly receives disaggregated information regarding research and development expenses, general and administrative expenses, and other segment expenses. Other segment expenses include depreciation and interest expense and are presented net of interest income and other income.

The following tables present the significant expense categories reviewed by the CODM:

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued. Based on this evaluation, except for the matters disclosed in Notes 1, 3, 4, and 5 and as discussed below, there were no material subsequent events requiring recognition or additional disclosure in the accompanying financial statements.

On April 21, 2026, the Company issued 6,579 shares of its common stock to satisfy certain outstanding legal fees payable to the Company’s SEC counsel. The shares were issued in lieu of cash payment for services previously rendered.

On April 24, 2026, the Company appointed Joseph Tucker Ph.D. to its Board of Directors as an independent director. Mr. Tucker was granted a warrant to purchase 33,784 shares of the Company’s common stock in connection with his appointment to the Board. Mr. Tucker is entitled to receive compensation of $6,000 per quarter for service as a member of the Board of Directors. Mr. Tucker also serves as a member of the Compensation Committee and the Finance, Risk, and Audit Committee, and was appointed Chair of the Governance and Nominating Committee effective May 12, 2026.

Clinical Services Agreements

In May 2025, the Company received a proposed statement of work from Pace Life Sciences (“Pace”) related to the cGMP clinical manufacturing of the Company’s Nu-3 topical gel product candidate.

On April 23, 2026, the Company authorized and committed to proceed with the full clinical manufacturing program with Pace in support of the Company’s planned clinical development activities. Pursuant to the statement of work, Pace will provide cGMP manufacturing services for Nu-3 topical gel-filled applicators, including the manufacture of applicators containing 10%,5%, and 2% Nu-3 topical gel formulations applicators, GMP release testing, clinical distribution activities, and an 18-month International Council for Harmonisation (“ICH”) stability program.

The total estimated project cost under the statement of work is approximately $197,125, exclusive of certain pass-through and other project-related expenses. The agreement provides for milestone-based invoicing during manufacturing, testing and stability phases of the project. In addition, the Company is responsible for pass-through costs, including materials, supplies, shipping, outsourced testing, stability storage and related project expenses, which are billed at cost plus 15%. Pace may also bill additional out-of-scope services at contractual hourly rates. In the event of project cancellation prior to completion, the Company is responsible for payment for all completed work and work in process through the termination date. Payment terms under the agreement are net 30 days.

The Company expects costs incurred under the agreement to be recorded as research and development expense as services are performed.

On April 21, 2026, the Company entered into a Clinical Research Organization Agreement with Professional Education and Research Institute, LLC (“PERI”) in connection with the Company’s planned Phase 2a clinical trial for its iDFU product candidate. Pursuant to the agreement, PERI will provide clinical trial management and operational support services, including study start-up activities, site feasibility and qualification, site contracting and budgeting, institutional review board coordination, project management, clinical monitoring, site management, electronic data capture oversight, data management, database lock and archive activities, and related clinical and data management services.

The total estimated cost of services under the agreement is approximately $507,292, which will be paid based on the achievement of specified project milestones and performance of services. The agreement may be terminated by either party under customary termination provisions. The Company expenses costs associated with research and development activities as incurred.