Lakewood-Amedex Biotherapeutics Inc.

Notes to Condensed Financial Statements (Unaudited)

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND LIQUIDITY

Lakewood-Amedex Biotherapeutics Inc. (“Lakewood-Amedex” or the “Company”) is a Nevada corporation headquartered in University Park, Florida. The Company was originally incorporated on July 11, 2006 under the name Nu Pharmas, Inc. and redomiciled from Delaware to Nevada in June 2025.

The Company is a clinical-stage biotechnology company focused on the development of novel antimicrobial therapeutics for the treatment of serious infectious diseases, including infections caused by antibiotic-resistant bacteria. The Company’s product candidates are designed for localized delivery to the site of infection for the treatment of both acute and chronic infectious diseases.

As of June 30, 2026, the Company owned 71 issued patents and had 30 pending patent applications covering its product candidates and related technologies.

The Company’s lead product candidate, Nu-3 (Bisphosphocin® gel formulation), is being developed as a topical antimicrobial therapy for the treatment of infections in diabetic foot ulcers. The Company has completed a Phase 1 safety study and an exploratory Phase 2 clinical trial of Nu-3 and is preparing to start a Phase 2a dose-comparison clinical study to evaluate dosing and administration for the treatment of mildly infected diabetic foot ulcers (“iDFU”). The Company is also continuing preclinical development activities for additional antimicrobial product candidates.

On April 23, 2026, the Company’s common stock commenced trading on the Nasdaq Capital Market under the ticker symbol LABT.

Liquidity and Going Concern Considerations

The accompanying unaudited condensed 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 accompanying 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 incurred a net loss of approximately $4.7 million for the six months ended June 30, 2026 and used approximately $2.5 million in net cash from operating activities during the same period. The Company has historically incurred recurring operating losses and negative operating cash flows and expects to continue to incur operating losses and consume cash as it executes its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed financial statements are issued.

During the quarter ended June 30, 2026, the Company completed the issuance of 937,500 shares of Series C Convertible Preferred Stock (“Series C Financing”) for aggregate gross proceeds of approximately $7.5 million and net proceeds of approximately $6.8 million after deducting placement agent commissions and other offering costs. In addition, the Company repaid in full all short-term promissory notes issued during April 2026, together with accrued interest, using a portion of the proceeds from the financing.

On April 23, 2026, the Company completed its direct listing on the Nasdaq Capital Market. In connection with the 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 in accordance with their terms. In addition, all outstanding shares of the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, including all accumulated and unpaid Series B dividends, automatically converted into shares of the Company’s common stock in accordance with their terms.

Management believes that the net proceeds from the Series C Financing, together with the elimination of outstanding debt obligations through the automatic conversions completed in connection with the Nasdaq listing, have significantly strengthened the Company’s balance sheet and improved its near-term liquidity. Based on its current operating plan, management believes these actions are expected to provide sufficient liquidity to fund operations into the first quarter of 2027.

The Company will require additional capital to fund operations beyond that period and to execute its long-term business plan. Accordingly, management intends to pursue additional capital through one or more equity financings, debt financings, strategic partnerships, licensing arrangements, government grants or other financing alternatives. There can be no assurance that such financing will be available on acceptable terms, or at all.

The Company’s Nasdaq listing also provides management with increased access to the public capital markets, which management believes enhances the Company’s ability to pursue future financing opportunities.

Because the Company will require additional financing within one year after the date these condensed financial statements are issued and such financing is not considered probable under the provisions of ASC 205-40, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern.

Interim Financial Information

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.

The condensed balance sheet as of June 30, 2026 and the condensed statements of operations, stockholders’ equity (deficit) and cash flows for the three and six months ended June 30, 2026 and 2025 are unaudited. The balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP for annual financial statements. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s Registration Statement on Form S-1, as amended.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial condition as of June 30, 2026 and results of its operations and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or for any future interim period.

Comparative Amounts

Certain share and per share amounts presented in these condensed financial statements have been retroactively adjusted to reflect theone-for-5.92 reverse stock split that became effective on September 29, 2025 and theone-for-ten reverse stock split that became effective on June 19, 2026, each as described in Note 6. As a result, certain share and per share amounts previously reported for prior periods have been revised to conform to the current presentation.

Upon review of the comparative period amounts, Management determined that the Company had not appropriately reflected the retroactive effect of its one-for-5.92 reverse stock split, which was effective on September 29, 2025, in its previously issued financial statements for the three and six months ended June 30, 2025.

Accordingly, the comparative June 30, 2025 information presented herein has been revised to reflect the reverse stock split on the correct retroactive basis. The correction had no impact on the Company's previously reported total assets, total liabilities, stockholders' equity (deficit), net loss, or cash flows. The correction affected common shares outstanding, loss per share, weighted-average shares outstanding, and certain related equity disclosures. See the additional disclosures in Note 2, "Net Loss per Common Share."

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed financial statements and related disclosures. Significant estimates include, but are not limited to, the valuation of stock-based compensation awards, the assessment of deferred tax assets and related valuation allowances, lease-related assumptions, including the determination of the incremental borrowing rate used in measuring lease liabilities and right-of-use assets, and other estimates and assumptions used in the preparation of the accompanying condensed financial statements.

Management bases its estimates on historical experience and on various other factors believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Management reviews its estimates on an ongoing basis, and revisions are recognized in the period in which the facts and circumstances giving rise to the revisions become known.

Concentrations of Credit Risk

The Company maintains cash balances with financial institutions and invests a portion of its excess cash in certificates of deposit that are presented as investments in the accompanying condensed balance sheet. Cash deposits and investments may, from time to time, exceed federally insured limits.

The Company’s investment policy is designed to preserve principal by diversifying investments among multiple financial institutions, with individual certificates generally limited to approximately the applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Management periodically monitors the creditworthiness of the financial institutions holding the Company’s deposits and issuing its certificates of deposit and believes that the Company is not exposed to significant concentrations of credit risk.

Fair Value Measurements

The Company follows the provisions of ASC 820,Fair Value Measurement, which establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the price 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.

ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:

The carrying amounts of cash and cash equivalents, interest receivable, accounts payable, accrued expenses and other current liabilities approximate fair value because of the short-term nature of these instruments.

At June 30, 2026, the Company held approximately $2.0 million of certificates of deposit with original maturities greater than 90 days and less than a year, which are presented as investments in the accompanying condensed balance sheet and are carried at amortized cost, which approximates fair value due to short-term nature. Interest receivable on these investments is presented separately in the accompanying condensed balance sheet. The estimated fair value would be categorized within Level 2 of the fair value hierarchy.

There were no transfers between Level 1, Level 2 or Level 3 during the six months ended June 30, 2026 or 2025.

Preferred Stock

The Company accounts for its preferred stock in accordance with the applicable provisions of ASC 480,Distinguishing Liabilities from Equity, ASC 480-10-S99 and ASC 815,Derivatives and Hedging. Preferred stock that is mandatorily redeemable is classified as a liability. Preferred stock that is conditionally redeemable or redeemable upon events not solely within the Company’s control is classified as temporary equity. Preferred stock that is neither mandatorily redeemable nor conditionally redeemable is classified as permanent equity.

The Company’s outstanding Series C Convertible Preferred Stock is classified within stockholders’ equity because it is not mandatorily redeemable and the Company concluded that its embedded conversion and other features do not require separate accounting as derivative instruments under ASC 815.

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 attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Because the Company reported a net loss for each period presented, all potentially dilutive securities were anti-dilutive and, accordingly, diluted net loss per common share equals basic net loss per common share.

The following tables reconcile net loss to net loss attributable to common stockholders:

Subsequent to the filing of the Company's financial statements for the three and six months ended June 30, 2025, management identified an error in the calculation of net loss attributable to common stockholders used in determining basic and diluted loss per share. The error resulted from the omission of undeclared dividends on the Series B Convertible Preferred Stock of $498,670 and $991,860 for the three and six months ended June 30, 2025, respectively. The amounts presented in the table above have been revised to reflect the correct net loss attributable to common stockholders for those periods.

In addition, the Company did not appropriately reflect the impact of the 1-for-5.92 reverse stock split that became effective on September 29, 2025. In accordance with ASC 260, all share and per-share amounts for periods presented should have been retrospectively adjusted to reflect the reverse stock split. As a result, weighted-average common shares outstanding were previously reported as 41,104,826 for the three and six months ended June 30, 2025, but should have been reported as 6,943,383. Accordingly, basic and diluted loss per share was previously reported as $0.03 and $0.05 for the three and six months ended June 30, 2025, respectively, but should have been reported as $0.17 and $0.32.

The following potential dilutive securities were excluded from the computation of diluted net loss per common share because their effect would have been anti-dilutive:

The Company has outstanding Series C convertible preferred shares that are convertible into common stock at a conversion rate determined by the market price of the Company's common stock on the conversion date as described under the terms of the agreement. Because the conversion rate is variable, the number of shares issuable upon conversion cannot be determined until the conversion date. These securities were excluded from the table above and the computation of diluted net loss per share for the period presented 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 $503,020 and $685,167 for the three and six months ended June 30, 2026, respectively, and $146,901 and $316,605 for the three and six months ended June 30, 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 April 2026, the FASB issued ASU 2026-01,Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments establish guidance for the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its financial statements and related disclosures.

NOTE 3 – INVESTMENTS

At June 30, 2026, the Company held certificates of deposit with an aggregate carrying value of $2,000,000, which are classified as investments in the accompanying condensed balance sheet. The certificates of deposit have original maturities greater than 90 days but mature within one year of purchase. Accordingly, they are not classified as cash equivalents.

The Company’s investment portfolio consists of multiple bank-issued certificates of deposit purchased through a brokerage account. The certificates of deposit are carried at amortized cost, which approximates fair value due to their relatively short maturities. Accrued interest is recorded separately as interest receivable.

Interest earned on the certificates of deposit is recognized as interest income in the accompanying condensed statements of operations. Interest income totaled $28,285 and $29,363 for the three and six months ended June 30, 2026, respectively, compared with $5,390 and $9,697 for the three and six months ended June 30, 2025, respectively.

The Company heldno investments at December 31, 2025.

NOTE 4 – NOTES PAYABLE – RELATED PARTIES

Short-Term Promissory Notes

During February, March and April 2026, the Company issued unsecured short-term promissory notes to certain existing shareholders and a director in the aggregate principal amount of $168,158 for working capital purposes. The notes bore interest at 12% per annum and were repayable upon the earlier of the closing of the Company’s Series C Convertible Preferred Stock financing or their stated maturity dates.

On April 21, 2026, following the closing of the Company’s Series C Convertible Preferred Stock financing, all outstanding short-term promissory notes, together with accrued interest thereon, were repaid in full. Accordingly, no short-term promissory notes were outstanding as of June 30, 2026.

Convertible Promissory Notes

During May 2025, the Company issued convertible promissory notes in the aggregate principal amount of $1,500,000 to existing investors, members of management and directors to provide interim working capital pending the Company’s anticipated direct listing on the Nasdaq Capital Market. The notes bore interest at 10% per annum and provided for the automatic conversion of all outstanding principal and accrued interest into shares of the Company’s common stock upon the Company’s Nasdaq listing.

On April 23, 2026, in connection with the Company’s direct listing on the Nasdaq Capital Market, all outstanding convertible promissory notes, together with accrued and unpaid interest totaling approximately $147,000, automatically converted into an aggregate of 20,600 shares of the Company’s common stock in accordance with their terms. As a result of the conversion, no convertible promissory notes remained outstanding as of June 30, 2026.

The Company recorded interest expense related to notes payable of $10,633 and $48,852 for the three and six months ended June 30, 2026, respectively, and $23,949 and $25,264 for the three and six months ended June 30, 2025, respectively. Interest expense is included in other income (expense) in the accompanying condensed statements of operations.

NOTE 5 – 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 $2,711 for the three months ended June 30, 2026 and 2025, respectively, and $4,799 and $5,408 for the six months ended June 30, 2026 and 2025, respectively.

Rent expense was $35,172 and $67,886 for the three and six months ended June 30, 2026, respectively, and $33,026 and $66,037 for the three and six months ended June 30, 2025, respectively. These amounts are included in general and administrative expenses in the accompanying condensed statements of operations.

At June 30, 2026, the remaining lease term and discount rate were 0.8 years and 2.79%, respectively.

Maturity of operating lease liability at June 30, 2026 is as follows:

Clinical Services Agreements

During the second quarter of 2026, the Company entered into and committed to certain clinical manufacturing and clinical research agreements in support of its planned Phase 2a clinical trial for its Nu-3 topical gel product candidate. Costs incurred under these agreements are recognized as research and development expense as the related services are performed.

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. During 2025, the Company did not commit to the full manufacturing program and was obligated only for limited preliminary supplies that were ordered and paid for during the period.

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 clinical manufacturing services for Nu-3 topical gel-filled applicators, including Phase A – cGMP clinical manufacturing, Phase B – labeling and kitting of Nu-3 applicators, and Phase C – an 18-month International Council for Harmonisation (“ICH”) stability program.

The statement of work provides for fixed contractual fees totaling approximately $197,125 for the Phase A, Phase B and Phase C activities, which are invoiced based on specified project milestones. In addition, the Company is responsible for pass-through costs, including materials, supplies, shipping, irradiation, outsourced testing, stability storage and other project-related expenses, which are billed at cost plus 15% and are currently estimated to approximate 40% to 45% of the fixed contractual fees. Pace may also invoice additional out-of-scope services, including document revisions, raw data packages, investigations and retesting, at contractual hourly rates. The agreement may be terminated by either party under customary termination provisions; however, in the event of cancellation prior to completion, the Company remains responsible for payment of all completed work and work in process through the termination date.

Through June 30, 2026, the Company had incurred costs of approximately $58,610 under the agreement, consisting of approximately $32,437 related to the Phase A, Phase B and Phase C contractual activities and approximately $26,173 of pass-through costs. Based on the current statement of work, the Company expects to incur additional costs to complete the project, although the ultimate amount will depend on the actual pass-through costs incurred and any approved changes in the scope of work.

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 agreement provides for professional service fees totaling approximately $507,292, payable based on the achievement of specified project milestones and the performance of services. In addition, the Company expects to incur approximately $466,807 of pass-through costs related to the clinical trial, resulting in an aggregate estimated project cost of approximately $974,099. The agreement may be terminated by either party under customary termination provisions.

Through June 30, 2026, the Company had incurred costs of approximately $190,382 under the agreement, consisting of $125,000 for services performed and $65,382 of pass-through costs. Based on the current statement of work, approximately $783,717 of the estimated aggregate project cost remained to be incurred as of June 30, 2026, subject to changes in the scope of services, pass-through costs, and other project-related activities

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 pay the Placement Agent a cash transaction fee equal to 7.0% of the gross proceeds raised from investors introduced by the placement agent, reimburse certain expenses, and issue shares of the Company’s common stock equal to 1.75% of the Company’s fully diluted common stock outstanding immediately prior to the closing of the Company’s Series C Convertible Preferred Stock financing (the “Advisory Stock”). On March 7, 2025, the parties amended the agreement to provide the Advisory Stock with demand registration rights and to require the Company to file a resale registration statement covering such shares following the Company’s Nasdaq listing.

In connection with the closing of the Company’s Series C Convertible Preferred Stock on April 21, 2026, the Company paid the Placement Agent a cash transaction fee of $525,000 and reimbursed offering-related expenses of $150,000, which were recorded as issuance costs. In addition, upon the Company’s listing on the Nasdaq Capital Market on April 23, 2026, the Company issued 27,273 shares of common stock to the Placement Agent representing the advisory hares (the “Advisory Shares”) issued as consideration pursuant to the placement agency agreement and valued at $2,359,080.

Subsequent to June 30, 2026, the agreement terminated effective August 6, 2026 following the Company’s delivery of written notice on July 8, 2026. The Company has no continuing obligations under the agreement other than those that expressly survive termination.

Legal Proceedings

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

NOTE 6 – STOCKHOLDERS’ EQUITY

Authorized Stock

The Company’s authorized capital stock consists of common stock and preferred stock, each having a par value of $0.0001 per share.

The holders of the Company’s Common Stock are entitled toone vote for each share held. 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. The Company has not declared or paid any dividends on its common stock, and it currently intends to retain any future earnings to fund the operation and expansion of its business. Upon liquidation, dissolution or winding-up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities and any preferential amounts payable to holders of any outstanding preferred stock. The holders of Common Stock have no preemptive, subscription, redemption, or conversion rights.* *

Common Stock

During the six months ended June 30, 2026, the Company completed its financing through the issuance of Series C Convertible Preferred Stock, effected a reverse stock split, and completed the direct listing of its common stock on the Nasdaq Capital Market, resulting in significant changes to the Company’s capital structure.

On September 29, 2025, the Company effected a one-for-5.92 (1:5.92) reverse stock split of its common stock (the “2025 Reverse Split”). The 2025 Reverse Split was approved by the Board of Directors on August 18, 2025 and by the Company’s stockholders by written consent in September 2025. The 2025 Reverse Split was implemented in connection with the Company’s planned listing on the Nasdaq Capital Market and did not affect the number of authorized shares of common stock.

On June 19, 2026, the Company effected a one-for-ten (1:10) reverse stock split of its common stock (the “2026 Reverse Split”). The 2026 Reverse Split was approved by the Board of Directors on June 1, 2026 and became effective upon the filing of Articles of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State. The amendment effected both the one-for-ten reverse split of the Company’s common stock and a proportional reduction in the number of authorized shares of common stock. The number of authorized shares of preferred stock was not affected.

The 2026 Reverse Split was implemented in accordance with the requirements of the Securities Purchase Agreement governing the Company’s Series C Convertible Preferred Stock.

Each reverse stock split affected the Company’s issued and outstanding shares of common stock, treasury shares, stock options, warrants and all other securities exercisable for or convertible into common stock on a proportionate basis. No fractional shares were issued in connection with either reverse stock split. Fractional interests resulting from either reverse stock split were rounded up to the nearest whole share.

All share and per-share amounts presented in these condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to give effect to both the 2025 Reverse Split and the 2026 Reverse Split for all periods presented. The par value of the Company’s common stock and preferred stock was not affected by either reverse stock split.

During the three months ended June 30, 2026, the Company issued 658 shares of Common Stock to its SEC counsel in consideration for legal services provided in connection with the Company's securities filings and Nasdaq listing. The shares were valued at approximately $75,000 and the amount was recorded as professional fees.

Reserved Shares

As of June 30, 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, par value $0.0001 per share, of which 8,000,000 shares have been designated as Series A convertible preferred stock (“Series A Preferred”), and 52,500,000 shares have been designated as Series B convertible preferred stock (“Series B Preferred”).

Series A and Series B Convertible Preferred Stock

Immediately prior to the Company’s direct listing on the Nasdaq Capital Market on April 23, 2026, all outstanding shares of Series A Preferred and Series B Preferred automatically converted into shares of the Company’s common stock in accordance with their respective Certificates of Designation.

Following the 2026 Reverse Split, the Series A Preferred converted into 111,358 shares of common stock and the Series B Preferred, including the accumulated and unpaid dividends through the conversion date, converted into 572,651 shares of common stock.

Following the automatic conversions, no shares of Series A Preferred or Series B Preferred remained issued or outstanding, and all associated conversion rights, dividend rights and liquidation preferences terminated.

Series C Convertible Preferred Stock

On April 21, 2026, the Company completed the issuance of 937,500 shares of Series C Preferred pursuant to the Securities Purchase Agreement dated January 31, 2026.

The Series C Preferred has an aggregate stated value of $9.375 million and was issued at a 20% original issue discount for gross proceeds of $7.5 million. After deducting placement agent commissions and other offering costs, the Company received net proceeds of approximately $6.8 million.

Each share of Series C Preferred has a stated value of $10.00 and is convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to the lesser of:

The conversion price is subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar transactions, including the 2026 Reverse Split, as well as certain anti-dilution adjustments provided in the Certificate of Designation.

Conversion is subject to a 4.99% beneficial ownership limitation unless waived in accordance with the Certificate of Designation.

Holders of the Series C Preferred are entitled to cumulative dividends at the rate of 12% per annum based on the stated value. Dividends are payable monthly, in cash or in kind, if declared by the Board of Directors, beginning six months after the commencement of trading of the Company’s common stock on the Nasdaq Capital Market, and accrue only while the Series C Preferred remains outstanding.

Upon any liquidation, dissolution or winding up of the Company, or upon the occurrence of 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, the greater of (i) the stated value of the Series C Preferred 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 pursuant to ASC 480,Distinguishing Liabilities from Equity, ASC 480-10-S99 and ASC 815,Derivatives and Hedging. The Company concluded that the Series C Preferred is appropriately classified as permanent equity because it is not mandatorily redeemable and any deemed liquidation events are within the Company’s control. The Company further concluded that none of the embedded features require bifurcation as derivative instruments under ASC 815. Accordingly, the Series C Preferred is classified within stockholders’ equity, net of issuance costs.

In connection with the financing, the Company entered into a Registration Rights Agreement pursuant to which it agreed to file a registration statement covering the resale of the shares of common stock issuable upon conversion of the Series C Preferred. During the quarter ended June 30, 2026, the Company filed the required registration statement with the Securities and Exchange Commission.

NOTE 7 – 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.

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 provisions. The 2020 Plan initially reserved 183,505 shares of the Company’s common stock for issuance.

Stock Options

No stock options were granted during the three and six months ended June 30, 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 each award. As of June 30, 2026, total unrecognized stock-based compensation expense related to unvested stock options was approximately $159,404 and is expected to be recognized over a weighted-average period of approximately 0.9 year.

As of June 30, 2026, options to purchase an aggregate of 126,988 shares of the Company’s common stock were outstanding, of which 112,866 were exercisable.

Warrants

On April 24, 2026, the Company issued a warrant to purchase 3,379 shares of its common stock to a newly appointed member of the Board of Directors as a component of the director’s compensation. The warrant has an exercise price of $100.00 per share, expiresten years from the date of grant, and vests over atwo-year period, with 25% of the underlying shares becoming exercisable on each six-month anniversary of the grant date, subject to the director’s continued service.

The Company determined the grant-date fair value of the warrant using the Black-Scholes option pricing model. The resulting fair value is recognized as stock-based compensation expense on a straight-line basis over the requisite service period. As of June 30, 2026, unrecognized stock-based compensation expense related to the unvested director warrant was approximately $165,721, which is expected to be recognized over the remaining requisite service period of approximately 1.8 years.

No warrants were exercised, expired, or forfeited during the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, warrants to purchase an aggregate of 30,076 shares of the Company’s common stock were outstanding, of which 26,697 were exercisable.

Summary of Stock-Based Compensation Expense

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

NOTE 8 – SEGMENT 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 – INCOME TAXES

The provision for income taxes for interim periods is determined, in accordance with ASC 740-270,Income Taxes—Interim Reporting, using an estimated annual effective tax rate, adjusted for discrete items recognized during the period, if any. Because the Company has historically incurred operating losses and maintains a full valuation allowance against its deferred tax assets, no income tax provision or benefit has been recognized for the periods presented. The estimated annual effective tax rate remains subject to change based on future operating results, 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 the Company’s cumulative operating losses and resulting full valuation allowance against its deferred tax assets, the Company did not record an income tax provision or benefit for the three and six months ended June 30, 2026 and 2025. Management has concluded that it is more likely than not that the Company’s 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. As of June 30, 2026 and December 31, 2025, the Company hadno unrecognized tax benefits and hadnot accrued any interest or penalties related to uncertain tax positions.

NOTE 10 – 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 Note 5, there were no material subsequent events requiring recognition or additional disclosure in the accompanying condensed financial statements.