KIORA PHARMACEUTICALS INC

Previous wording

The following section of this Quarterly Report on Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains statements that are not statements of historical fact and are forward-looking statements within the meaning of federal securities laws. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Factors that may cause our actual results to differ materially from those in the forward-looking statements include those factors described in “Item 1A. Risk Factors” beginning on page 17 of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 25, 2026. You should carefully review all of these factors, as well as the comprehensive discussion of forward-looking statements on page 1 of this Quarterly Report on Form 10-Q.

Current wording

The following section of this Quarterly Report on Form 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains statements that are not statements of historical fact and are forward-looking statements within the meaning of federal securities laws. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Factors that may cause our actual results to differ materially from those in the forward-looking statements include those factors described in “Item 1A. Risk Factors” beginning on page 17 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission on March 25, 2026. You should carefully review all of these factors, as well as the comprehensive discussion of forward-looking statements on page 1 of this Quarterly Report on Form 10-Q.

Previous wording

Throughout our history we have not generated significant revenue; however, in January 2024 we entered into the License Agreement with TOI, whereby we recognized $16 million in collaboration revenue related to the upfront payment. With the exception of the year ended December 31, 2024, Kiora has incurred annual losses and negative cash flows since inception, and future losses are anticipated. From inception through March 31, 2026, our losses have aggregated $156.6 million. We expect to incur significant expenses and increasing operating losses for the foreseeable future as we continue the development and clinical trials of and seek regulatory approval for our product candidates. If we obtain regulatory approval for our product candidates, we expect to incur significant expenses in order to create an infrastructure to support their commercialization including sales, marketing, and distribution functions.

Current wording

Throughout our history we have not generated significant revenue; however, in January 2024 we entered into the License Agreement with TOI, whereby we recognized $16 million in collaboration revenue related to the upfront payment. With the exception of the year ended December 31, 2024, Kiora has incurred annual losses and negative cash flows since inception, and future losses are anticipated. From inception through June 30, 2026, our losses have aggregated $158.7 million. We expect to incur significant expenses and increasing operating losses for the foreseeable future as we continue the development and clinical trials of and seek regulatory approval for our product candidates. If we obtain regulatory approval for our product candidates, we expect to incur significant expenses in order to create an infrastructure to support their commercialization including sales, marketing, and distribution functions.

Previous wording

We will need additional financing to support our continuing operations. We will seek to fund our operations through a combination of public or private sales of equity, debt financings, license and development agreements, non-dilutive grants and other sources, which may include collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to Kiora, if at all. We do not know if any future offerings will succeed. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. Kiora has incurred losses and negative cash flows since inception, and future losses are anticipated. However, based on the cash on hand and short-term investments at March 31, 2026 of approximately $11.0 million and $2.9 million, respectively, along with $5 million received in April 2026 related to a private placement transaction, we anticipate having sufficient cash to fund currently planned operations into late 2028.

Current wording

We will need additional financing to support our continuing operations. We will seek to fund our operations through a combination of public or private sales of equity, debt financings, license and development agreements, non-dilutive grants and other sources, which may include collaborations with third parties. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to Kiora, if at all. We do not know if any future offerings will succeed. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. Kiora has incurred losses and negative cash flows since inception, and future losses are anticipated. However, based on the cash on hand and short-term investments at June 30, 2026 of approximately $7.1 million and $9.8 million, respectively, we anticipate having sufficient cash to fund currently planned operations into late 2028.

Previous wording

Research and Development Expenses. The decrease of $0.4 million was primarily due to a decrease in preclinical and CMC related expenses in 2025 of $1.0 million, partially offset by an increase of $0.4 million in clinical trial related costs and a decrease in credits expected from Australian and Austrian government programs related to research and development activities.

Current wording

Research and Development Expenses. The decrease of $0.5 million was primarily due to a decrease in preclinical and CMC related expenses of $0.8 million, partially offset by an increase of $0.5 million in clinical trial related costs and a decrease in credits expected from Australian and Austrian government programs related to research and development activities.

Previous wording

Collaboration and Research Credits. The decrease of $0.7 million is related to decreased research and development expenses for the KIO-301 program which are fully reimbursed by TOI.

Current wording

Collaboration and Research Credits. The decrease of $0.3 million is related to decreased research and development expenses for the KIO-301 program which are fully reimbursed by TOI.

Previous wording

Change in Fair Value of Contingent Consideration. The decrease of $0.3 million primarily driven by an increased discount period and changes to the development plan as discussed in Note 3, Fair Value Disclosures - Contingent Consideration, to the Notes to the Consolidated Financial Statements of Part IV, Item 16. Form 10-K as of December 31, 2025.

Current wording

Change in Fair Value of Contingent Consideration. The decrease of $48.4 thousand primarily driven by an increased discount period and changes to the development plan as discussed in Note 3, Fair Value Disclosures - Contingent Consideration, to the Notes to the Consolidated Financial Statements of Part IV, Item 16. Form 10-K as of December 31, 2025.

Previous wording

Income Tax Provision. The increase of $0.1 million is due to a change in estimate for 2024 tax year resulting from new legislation included in the One Big Beautiful Bill Act (OBBBA) realized in 2025.

Current wording

Income Tax Provision. The decrease of $0.1 million is due to a change in estimate for 2024 tax year resulting from new legislation included in the One Big Beautiful Bill Act (OBBBA) realized in 2025.

Previous wording

General and Administrative Expenses. The increase of $0.1 million was driven primarily by increased director and personnel costs related to salary and equity expenses and higher professional services.

Current wording

General and Administrative Expenses. The increase of $0.2 million was primarily due to increased professional services expenses driven by patent related legal expenses.

Previous wording

Other Income, Net. The decrease of $0.2 million was primarily due to lower interest income resulting from lower interest rates and a lower carrying balance of short-term marketable securities and unrealized losses related to foreign currency activity.

Current wording

Other Income, Net. The decrease of $0.2 million was primarily due to lower interest income resulting from lower interest rates and a lower carrying balance of short-term marketable securities.

Previous wording

If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution. Debt financing through our $10 million credit line with UBS would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, or making capital expenditures. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that may not be favorable to us. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to us, if at all. We do not know if any future offerings will succeed. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We have incurred losses and negative cash flows since inception, and future losses are anticipated. However, based on the cash on hand and short-term investments at March 31, 2026 of approximately $11.0 million and $2.9 million, respectively, along with $5 million received in April 2026 related to a private placement transaction, and all KIO-301 expenses reimbursed by our partner TOI, we anticipate having sufficient cash to fund currently planned operations into late 2028.

Current wording

If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution. Debt financing through our $10 million credit line with UBS would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, or making capital expenditures. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that may not be favorable to us. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to us, if at all. We do not know if any future offerings will succeed. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We have incurred losses and negative cash flows since inception, and future losses are anticipated. However, based on the cash on hand and short-term investments at June 30, 2026 of approximately $7.1 million and $9.8 million, respectively, and all KIO-301 expenses reimbursed by our partner TOI, we anticipate having sufficient cash to fund currently planned operations into late 2028.

Previous wording

As of March 31, 2026, we had unrestricted cash and cash equivalents totaling $11.0 million and restricted cash totaling $4.7 thousand for a total of $11.0 million compared to $8.7 million at December 31, 2025. The following table sets forth the primary uses of cash for the three months ended March 31, 2026 and 2025:

Current wording

As of June 30, 2026, we had unrestricted cash and cash equivalents totaling $7.1 million and restricted cash totaling $4.7 thousand for a total of $7.1 million compared to $8.7 million at December 31, 2025. The following table sets forth the primary uses of cash for the six months ended June 30, 2026 and 2025:

Previous wording

Operating Activities. Net cash used in operating activities increased $0.5 million primarily due to a higher net loss, decreases in non-cash change in fair value of contingent consideration of $0.3 million and unfavorable changes in operating assets and liabilities, most notably accounts payable decrease of $1.5 million partially offset by an increase in accrued expenses by $0.7 million.

Current wording

Operating Activities. Net cash used in operating activities decreased $1.5 million primarily driven by favorable changes in working capital, most notably a $1.73 million favorable variance in accrued expenses (which saw a smaller decrease of $0.4 million compared to a $2.2 million decrease in the prior period). These favorable movements were partially offset by a $1.5 million higher net loss (increasing from $4.3 million to $4.5 million), an unfavorable $1.2 million shift in accounts payable (moving from a $0.5 million increase to a $0.7 million decrease), and a $0.3 million decrease in the non-cash change in fair value of contingent consideration.

Previous wording

•establish a sales and marketing infrastructure to commercialize our KIO-104 product, if approved; and

Current wording

•establish a sales and marketing infrastructure to commercialize our KIO-104 product or any other product candidate that we acquire, if approved; and

Previous wording

Based on our cash on hand and short-term investments at March 31, 2026, along with $5 million received in April 2026 related to a private placement transaction, we believe that we will have sufficient cash to fund planned operations into late 2028. However, the acceleration or reduction of cash outflows by management can significantly impact the timing for raising additional capital to complete development of our products. To continue development, we will need to raise additional capital through debt and/or equity financing, grants and other arrangements. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to us, if at all. We do not know if any future offerings will succeed. Accordingly, no assurances can be given that management will be successful in these endeavors. Our Condensed Consolidated Financial Statements 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 or any other adjustments that might be necessary should we be unable to continue as a going concern.

Current wording

Based on our cash on hand and short-term investments at June 30, 2026, we believe that we will have sufficient cash to fund planned operations into late 2028. However, the acceleration or reduction of cash outflows by management can significantly impact the timing for raising additional capital to complete development of our products. To continue development, we will need to raise additional capital through debt and/or equity financing, grants and other arrangements. Although historically we have been successful at raising capital, additional capital may not be available on terms favorable to us, if at all. We do not know if any future offerings will succeed. Accordingly, no assurances can be given that management will be successful in these endeavors. Our Condensed Consolidated Financial Statements 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 or any other adjustments that might be necessary should we be unable to continue as a going concern.