Monopar Therapeutics

Note1 - Nature of Business and Liquidity

Nature of Business

Monopar Therapeutics Inc. (“Monopar” or the “Company”) is a clinical-stage biopharmaceutical company developing an innovative treatment for Wilson disease and novel radiopharmaceuticals for oncology. Our Wilson disease product candidate isALXN1840, a late-stage, investigational once-daily, oral medicine. Our radiopharmaceutical program consists of MNPR-101, a proprietary humanized monoclonal antibody that is being developed across multiple product candidates, conjugated with different radioisotopes, for the imaging and treatment of advanced solid tumors expressing urokinase plasminogen activator receptor (“uPAR”). MNPR-101-Zr is our clinical-stage radiodiagnostic imaging agent comprised of MNPR-101 conjugated to zirconium-89; MNPR-101-Lu is our clinical-stage radiotherapeutic comprised of MNPR-101 conjugated to lutetium-177; and MNPR-101-Ac is our late-preclinical stage radiotherapeutic comprised of MNPR-101 conjugated to actinium-225.

We build our drug development pipeline through both in-house efforts and licensing of late preclinical and clinical-stage therapeutics, leveraging our scientific and clinical expertise to reduce risk and to accelerate development.

Liquidity

The Company has incurred an accumulated deficit of approximately $75.8 million as of* December 31, 2024,* and since inception hasnot generated any revenue. To date, the Company has primarily funded its operations with net proceeds from the Company’s initial and subsequent public offering of its common stock on Nasdaq, sales of its common stock in the public market through at-the-market sales agreements, private placements of convertible preferred stock and of common stock, private placement of pre-funded warrants, and cash provided in the camsirubicin asset purchase transaction. Management estimates that currently available cash will provide sufficient funds to enable the Company to meet its obligations at least through * December**31,* 2026.

The Company’s ability to fund its future operations, including the development ofALXN1840, and the continued clinical development of its radiopharmaceutical programs, is dependent upon the Company's ability to execute its business strategy, to obtain additional funding and/or to execute collaborative research agreements. There can beno certainty that future financing or collaborative research agreements will occur in the amounts required or at a time needed to maintain operations, if at all.

Going Concern Assessment

The Company applies Accounting Standards Codification (“ASC”)205-40 (“ASC205-40”),Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which the Financial Accounting Standards Board (“FASB”) issued to provide guidance on determining when and how reporting companies must disclose going concern uncertainties in their financial statements. ASC205-40 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern withinone year of the date of issuance of the entity’s financial statements (or withinone year after the date on which the financial statements are available to be issued, when applicable). Further, a company must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” In* March 2025,the Company analyzed its cash requirements at least through December31,* 2026, and has determined that, based upon the Company’s current available cash, the Company hasno substantial doubt about its ability to continue as a going concern.

Risks Related to the Company's Financial Condition and Capital Requirements

Many, ifnot most, biopharma companies never become profitable and are acquired, merged, or liquidated before successfully developing any product that generates revenue from commercial sales that enables profitability. The Company has incurred losses since inception, and expects to continue to incur substantial operating losses over the next several years. These losses stem from the clinical development of the Company's current and future licensed and/or purchased product candidates and will continue for the foreseeable future. As a result, the Company anticipates that it will seek additional capital to fund its future operations. The Company's ability to raise sufficient funds in order to support continued clinical, regulatory, precommercial and commercial development and to make contractual future milestone payments, as well as to further raise additional funds in the future to support any existing or future product candidate programs through completion of clinical trials, the approval processes and, if applicable, commercialization is uncertain.

The amount of future losses and when, if ever, the Company would become profitable are uncertain. The Company's ability to generate revenue and achieve profitability will depend on, among other things, successfully completing the development of its product candidates; obtaining necessary regulatory approvals from the FDA and international regulatory agencies; establishing manufacturing/quality, sales, and marketing and distribution arrangements withthird parties; obtaining adequate reimbursement bythird-party payers; and raising sufficient funds to finance its activities. If the Company is unsuccessful at some or all of these undertakings, its business, financial condition, and results of operations are expected to be materially and adversely affected.

F-7

Note2 - Significant Accounting Policies

Basis of Presentation

These consolidated financial statements include the financial results of Monopar Therapeutics Inc., its wholly-owned French subsidiary, Monopar Therapeutics, SARL, and its wholly-owned Australian subsidiary, Monopar Therapeutics Australia Pty Ltd and have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all disclosures required by GAAP for financial reporting. All intercompany accounts have been eliminated. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below and have been consistently applied in all periods presented. The Company has been primarily involved in performing research activities, developing product candidates, and raising capital to support and expand these activities.

The accompanying consolidated financial statements contain all normal, recurring adjustments necessary to present fairly the Company’s consolidated financial position as of* December 31, 2024and2023*, the Company’s consolidated results of operations and comprehensive loss and the Company’s consolidated cash flows for the years ended* December 31, 2024and2023*.

Functional Currency

The Company’s consolidated functional currency is the U.S. Dollar. The Company’s Australian subsidiary and French subsidiary use the Australian Dollar and European Euro, respectively, as their functional currency. At each quarter-end, each foreign subsidiary’s balance sheets are translated into U.S. Dollars based upon the quarter-end exchange rate, while their statements of operations and comprehensive loss and statements of cash flows are translated into U.S. Dollars based upon an average exchange rate during the period.

Comprehensive Loss

Comprehensive loss represents net loss plus any income or lossesnot reported in the consolidated statements of operations and comprehensive loss, such as foreign currency translation gains and losses and unrealized gains and losses on debt security investments that are reflected on the Company’s consolidated statements of stockholders’ equity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

F-8

Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity ofthree months or less on the date of purchase to be cash equivalents. Cash equivalents as of* December 31, 2024* and2023, consisted of money market accounts and U.S. Treasury securities.

Investments

The Company considers all of its investments in debt securities (U.S. government or agencies thereof), with maturities at the date of purchase fromthree months toone year to be available-for-sale or held-to-maturity securities. Available-for-sale investments are recorded at fair value with the unrealized gains and losses reflected in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Held-to-maturity investments are securities that management has the intent and ability to hold to maturity and are reported at amortized cost.

Realized gains and losses from the sale of investments, if any, are recorded net in the consolidated statements of operations and comprehensive loss. The investments selected by the Company have a low level of inherent credit risk given they are issued by the U.S. government and any changes in their value are primarily attributable to changes in interest rates and market liquidity. Investments as of* December 31, 2024*, consisted of U.S. Treasury securities with maturities of overthree months toone year and were recorded as held-to-maturity investments.

Prepaid Expenses

Prepayments are expenditures for goods or services before the goods are used or the services are received and are charged to operations as the benefits are realized. Prepaid expenses* mayinclude payments to development collaborators in excess of actual expenses incurred by the collaborator, measured at the end of each reporting period. Prepayments also include insurance premiums, dues and subscriptions and software costs of $10,000 or more per year that are expensed monthly over the life of the contract, which is typicallyone* year. Prepaid expenses are reflected on the Company’s consolidated balance sheets as other current assets.

Leases

Lease agreements are evaluated to determine whether an arrangement is or contains a lease in accordance with ASC842, Leases. Right-of-use lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The right-of-use lease asset on the Company’s consolidated balance sheets includes any lease payments made and excludes lease incentives. The incremental borrowing taking into consideration the Company’s credit quality and borrowing rate for similar assets is used in determining the present value of future payments. Lease expense is recorded as general and administrative expenses on the Company’s consolidated statements of operations and comprehensive loss.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalents attwo reputable financial institutions. As of* December 31, 2024*, the balance atone financial institution was in excess of the $250,000 Federal Deposit Insurance Corporation (“FDIC”) insurable limit. The Company hasnot experienced any losses on its deposits since inception and management believes the Company isnot exposed to significant risks with respect to these financial institutions.

F-9

Fair Value of Financial Instruments

For financial instruments consisting of cash and cash equivalents, investments, accounts payable, accrued expenses, and other current liabilities, the carrying amounts are reasonable estimates of fair value due to their relatively short maturities.

The Company adopted ASC820, Fair Value Measurements and Disclosures, as amended, which addresses the measurement of the fair value of financial assets and financial liabilities. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources. Unobservable inputs reflect a reporting entity’s pricing an asset or liability developed based on the best information available under the circumstances. The fair value hierarchy consists of the followingthree levels:

Level1** – instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level2** – instrument valuations are obtained from readily available pricing sources for comparable instruments.

Level3** – instrument valuations are obtained without observable market values and require a high-level of judgment to determine the fair value.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. There wereno transfers between Level1, 2 or3 of the fair value hierarchy during the years ended* December 31, 2024* and2023. The following table presents the assets and liabilities recorded that are reported at fair value on the Company's consolidated balance sheets on a recurring basis.No values were recorded Level3 as of* December 31, 2024* andno values were recorded in Level2 or Level3 as of* December 31,*2023.

As of* December 31, 2024,the Company's investments consist of held-to-maturity U.S. Treasury securities, with maturities ranging fromthree* months toone year. These investments are classified as Level2 and are valued utilizing observable inputs, aside from quoted market prices. See Note3 for additional information on investments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

(1) Cash equivalents as of* December 31, 2024* and2023, represent the fair value of the Company’s investment in money market accounts and U.S. Treasury securities with maturities at the date of purchase ofthree months or less.

F-10

Net Loss per Share

Net loss per share for the years ended* December 31, 2024* and2023, is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Basic net loss per share for the years ended* December 31, 2024* and2023, is calculated by dividing net loss by the weighted-average shares of the sum of a) weighted average common stock outstanding (3,790,202 and 2,764,790 shares for the years ended* December 31, 2024* and2023, respectively) and b) potentially dilutive shares of common stock (such as stock options and warrants) outstanding during the period. As of* December 31, 2024* and2023, potentially dilutive securities included stock-based awards to purchase up to 469,654 and 505,418 shares of the Company’s common stock, respectively. For the years ended* December 31, 2024and2023*, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive.

Research and Development Expenses

Research and development (“R&D”) costs are expensed as incurred. Major components of R&D expenses include salaries and benefits paid to the Company’s R&D staff, compensation expenses of G&A personnel performing R&D, fees paid to consultants and to the entities that conduct certain R&D activities on the Company’s behalf and materials and supplies which were used in R&D activities during the reporting period.

In-process Research and Development (“IPR&D”)

In-process research and development expense represents the costs to acquire technologies to be used in research and development that havenot reached technological feasibility, haveno alternative future uses and thus are expensed as incurred. IPR&D expense also includes upfront license fees and milestones paid to collaborators, withno alternative use, which are expensed as goods are received or services rendered. The upfront payments upon execution of the agreement to licenseALXN1840 of $4 million plus the value of Monopar’s common stock issued to Alexion for the license of $4.6 million was recorded as IPR&D expense during the year ended* December 31, 2024.*IPR&D expense is included in the Company’s consolidated statements of operations and comprehensive loss in R&D expenses.

Clinical Trials Accruals

The Company accrues and expenses the costs for clinical trial activities performed bythird parties based upon estimates of the percentage of work completed over the life of the individual study in accordance with agreements established with contract research organizations, service providers, and clinical trial sites. The Company estimates the amounts to accrue based upon discussions with internal clinical personnel and external service providers as to progress or stage of completion of trials or services and the agreed upon fee to be paid for such services. Costs of setting up clinical trial sites for participation in the trials are expensed immediately as R&D expenses. Clinical trial site costs related to patient screening and enrollment are accrued as patients are screened/entered into the trial.

Collaborative Agreements

The Company and its collaborative partners are active participants in collaborative agreements and all parties would be exposed to significant risks and rewards depending on the technical and commercial success of the activities. Contractual payments to the other parties in collaboration agreements and costs incurred by the Company when the Company is deemed to be the principal participant for a given transaction are recognized on a gross basis in R&D expenses. Royalties and license payments are recorded as earned.

During the years ended* December 31, 2024* and2023,no milestones were met, andno royalties were earned, therefore, the Company didnot pay or accrue/expense any license or royalty payments.

Licensing Agreements

The Company has various agreements licensing technology utilized in the development of its product or technology programs. The licenses contain success milestone obligations and royalties on future sales. During the years ended* December 31, 2024* and2023,no milestones were met, andno royalties were earned, therefore, the Company didnot pay or accrue/expense any license or royalty payments under any of its license agreements other than upfront fees recorded as IPR&D expense as discussed above.

F-11

Patent Costs

The Company expenses costs relating to issued patents and patent applications, including costs relating to legal, renewal and application fees, as a component of general and administrative expenses in its consolidated statements of operations and comprehensive loss.

Income Taxes

The Company uses an asset and liability approach for accounting for deferred income taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements but havenot been reflected in its taxable income. Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

The Company regularly assesses the likelihood that its deferred income tax assets will be realized from recoverable income taxes or recovered from future taxable income. To the extent that the Company believes any amounts arenot “more likely thannot” to be realized, the Company records a valuation allowance to reduce the deferred income tax assets. In the event the Company determines that all or part of the net deferred tax assets arenot realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Similarly, if the Company subsequently determines deferred income tax assets that were previously determined to be unrealizable are now realizable, the respective valuation allowance would be reversed, resulting in an adjustment to earnings in the period such determination is made.

Internal Revenue Code Sections382 and383 (“Sections382 and383”) limit the use of net operating loss (“NOL”) carryforwards and R&D credits, after an ownership change. To date, the Company hasnot conducted a Section382 or383 study; however, because the Company will continue to raise significant amounts of equity in the coming years, the Company expects that Sections382 and383 will limit the Company’s usage of NOLs and R&D credits in the future.

ASC740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely thannot.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. The Company has reviewed the positive and negative evidence relating to the realizability of the deferred tax assets and has concluded that the deferred tax assets arenot “more likely thannot” to be realized. As a result, the Company recorded a full valuation allowance as of* December 31, 2024* and2023. U.S. Federal R&D tax credits from2016 to2019 were utilized to reduce payroll taxes in future periods and were recorded as other current assets (anticipated to be received within12 months), on the Company’s consolidated balance sheets. The Company intends to maintain the valuation allowance until sufficient evidence exists to support its reversal. The Company regularly reviews its tax positions. For a tax benefit to be recognized, the related tax position must be “more likely thannot” to be sustained upon examination. Any amount recognized is generally the largest benefit that is “more likely thannot” to be realized upon settlement. The Company’s policy is to recognize interest and penalties related to income tax matters as an income tax expense. For the years ended* December 31, 2024* and2023, the Company didnot have any interest or penalties associated with unrecognized tax benefits.

F-12

Stock-Based Compensation

The Company accounts for stock-based compensation arrangements with employees, non-employee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based awards, including stock option and restricted stock unit (“RSU”) grants. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model or the closing stock price on the date of grant in the case of RSUs.

Stock-based compensation expense for awards granted to employees, non-employee directors and consultants are based on the fair value of the underlying instrument calculated using the Black-Scholes option-pricing model on the date of grant for stock options and using the closing stock price on the date of grant for RSUs and recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating the future stock price volatility and expected terms. For stock options granted in2023, the expected volatility rates are estimated based on the Company’s historical actual volatility over thethree-year period from its initial public offering on* December 18, 2019,through December 31, 2022.For stock options granted in2024,* the expected volatility rates are estimated based on the Company’s historical actual volatility from its initial public offering on* December 18, 2019,through December 31, 2023.Forfeitures only include known forfeitures to-date as the Company accounts for forfeitures as they occur due to a limited history of forfeitures. The expected term for options granted to date is estimated using the simplified method. The Company hasnot* paid dividends and doesnot anticipate paying a cash dividend in the future vesting period and, accordingly, uses an expected dividend yield of zero. The risk-free interest rate is based on the rate of U.S. Treasury securities with maturities consistent with the estimated expected term of the awards.

Pre-funded Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance set forth in Accounting Standards Codification (“ASC480”),Distinguishing Liabilities from Equity (“ASC480”) and ASC815, Derivatives and Hedging (“ASC815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC480, whether the warrants meet the definition of a liability pursuant to ASC480, or whether the warrants meet all of the requirements for equity classification under ASC815.

Warrants that meet all of the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and arenot remeasured. The Company will assess whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the consolidated statements of operations and comprehensive loss. In accordance with GAAP, and through the application of professional judgment, the Company concludes on the appropriate classification of warrants as either a liability or equity. The pre-funded warrants issued in2024 met the equity classification criteria and are recorded in additional-paid-in-capital as permanent equity.

Segment Reporting

The Company operates as a single reportable segment, focusing on the development of clinical and preclinical product candidates, with the Chief Executive Officer acting as the Chief Operating Decision Maker (“CODM”). The Company has yet to generate revenue domestically or internationally and anticipates substantial expenses and operating losses as it advances its product candidates through clinical trials and regulatory processes. The CODM assesses financial performance primarily using net loss, supplemented by internal budget and cash forecast models to guide resource allocation and performance evaluation. Segment assets are reported as total assets on the Company's consolidated balance sheet, and segment loss is reflected as net loss in the Company's consolidated statements of operations and comprehensive loss, effectively mirroring the Company's overall financial position due to its single-segment structure.

Recent Accounting Pronouncements

In* November 2023,the FASB issued Accounting Standards Update (“ASU”)2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures*, which requires disclosures about significant segment expenses and additional interim disclosure requirements. This standard also requires a single reportable segment company to provide all disclosures required by Topic280. This new standard is effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024.The Company has adopted this standard in thefourth* quarter of2024.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes: Improvements to Income Tax Disclosures (Topic740), which establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This new standard is effective for fiscal years beginning after* December 15, 2024.Early adoption is permitted. The standard should be applied prospectively to financial statements issued for periods after the effective date of this ASU with the option to apply it retrospectively. We intend to adopt this standard in our Annual Report on Form10*-K for the year ending* December 31, 2025.We are currently assessing the impact ASU2023*-09 (Topic740) will have on our financial statements, including our footnote disclosures.

Note3 - Cash Equivalents and Investments

As of* December 31, 2024*, the Company had money market accounts and available-for-sale investments with contractual maturities of90 days or less categorized as cash equivalents as follows:

As of* December 31, 2024*, there wereno available-for-sale securities in an unrealized-loss position.

F-13

As of* December 31,*2023, there wereno available-for-sale securities in an unrealized-loss position and there wereno sales of available-for-sale securities made during2023.

The held-to-maturity investments are reported in the consolidated balance sheet as of* December 31, 2024,*and consist of the following:

As of* December 31, 2024*, the Company had held-to-maturity investments (U.S. Treasury securities) with contractual maturities of more than90 days but mature within a year. These investments are reported as held-to-maturity because the Company has both the positive intent and ability to hold these investments to maturity and they are stated at amortized cost, adjusted for the amortization of any related premiums or the accretion of any related discounts into interest income.

As of* December 31, 2024,*held-to-maturity investments had a combined book value of $14.4 million. There wereno held-to-maturity investments in an unrealized-loss position.

See Note2 for additional discussion regarding the Company’s fair value measurements.

Note4 - Capital Stock

Holders of the common stock are entitled to receive such dividends as* maybe declared by the Board of Directors out of funds legally available therefor. To dateno* dividends have been declared. Upon dissolution and liquidation of the Company, holders of the common stock are entitled to a ratable share of the net assets of the Company remaining after payments to creditors of the Company. The holders of shares of common stock are entitled toone vote per share for the election of each director nominated to the Board andone vote per share on all other matters submitted to a vote of stockholders.

The Company’s amended and restated certificate of incorporation authorizes the Company to issue 40,000,000 shares of common stock with a par value of $0.001 per share.

Reverse Stock Split

On* August 5, 2024,the Company conducted its Annual Meeting of Stockholders in which the stockholders approved, among other items, a proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares, providing the Board of Directors with the authority to effect a reverse split within a specified range of ratios. Subsequently, the Board of Directors approved a reverse stock split of1* for 5 shares of the Company’s common stock in order to regain compliance with the Nasdaq’s continued listing requirements. The reverse stock split became effective at5:00 pm on Monday* August 12, 2024,and the Company's common stock commenced trading on a split-adjusted basis at the open of trading on Tuesday, August 13, 2024.*

Furthermore, at the Annual Meeting of Stockholders, a proposal to amend the2016 Stock Incentive Plan was approved. As a result, the total number of shares reserved for issuance under the Amended2016 Plan would increase from 5,100,000 to 7,100,000 (pre-split). As a result of the above-mentioned reverse stock split, the total number of shares reserved for issuance after the Annual Meeting was adjusted to 1,420,000.

The reverse stock split reduced the number of shares of the Company’s common stock outstanding on* August 12, 2024,from 17,601,827 to 3,520,427. Proportional adjustments were made to the Company’s outstanding stock options, and restricted stock units.No fractional shares were issued in connection with the reverse stock split. Stockholders who would otherwise have held a fractional share of common stock were rounded up and issuedone* whole share.

The par value of the Company’s common stock and the number of authorized shares of common stock remained unchanged at $0.001 per share and at 40,000,000 shares, respectively.

The reverse stock split didnot modify the rights or preferences of the underlying common stock. The Company’s stockholders’ equity reflects the par value for all shares of common stock at $0.001 per share, with a corresponding increase in additional paid-in capital. All per-share amounts and numbers of shares in the accompanying financial statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

F- 14

Sales of Common Stock

On* April 20, 2022,the Company executed a new Capital on Demand™ Sales Agreement with Jones Trading, pursuant to which Monopar mayoffer and sell, from time to time, through or to JonesTrading, as sales agent or principal, shares of Monopar’s common stock. On April 20, 2022,the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission relating to the offer and sale of its common stock from time to time pursuant to the agreement up to an aggregate amount of $4,870,000. Subsequently, the Company filed a new Form S-3, which included therein a prospectus to increase the aggregate amount offered under this agreement to $6,505,642. The Form S-3 was declared effective by the Securities and Exchange Commission on January 4, 2023,at which time the prospectus included therein replaced the prior prospectus supplement. Expenses related to these financing activities were recorded as offering costs (a reduction of additional paid in capital) on the Company’s consolidated statement of stockholders’ equity for the period. During the years ended December 31, 2024* and2023, the Company sold 557,761 and 358,690 shares of its common stock at an average gross price per share of $7.73 and $6.05 for net proceeds of $4,202,245 and $2,116,435, after fees and commissions of $107,806 and $54,298, respectively. For the year ended* December 31, 2023,*the Company incurred legal, accounting and other fees totaling $43,932 for net proceeds after fees, commissions and expenses of $2,072,504.

On* October 30, 2024,*pursuant to a placement agent agreement with Rodman & Renshaw LLC, the Company sold 1,181,540 shares of its common stock at $16.25 per share in a public offering, yielding net proceeds of approximately $17.8 million, after deducting placement agent fees and other offering expenses.

On* December**23,* 2024, pursuant to an underwriting agreement with Piper Sandler & Co., the Company sold 798,655 shares of its common stock at $23.79 per share in a public offering. Concurrent with that offering, we completed a private placement of pre-funded warrants to purchase 882,761 shares of common stock at a purchase price of $23.789 per pre-funded warrant to an institutional investor. The pre-funded warrants purchase price represents the per share public offering price of the shares in the registered offering at $23.79 less the $0.001 per share exercise price for each pre-funded warrant. The net proceeds of the shares sold and the pre-funded warrants were approximately $37.4 million after fees, commissions and other offering expenses.

As of* December 31, 2024*, the Company had 6,102,560 shares of common stock issued and outstanding.

Pre-funded Warrants

On* December 23, 2024,*the Company closed a Securities Purchase Agreement in which a purchaser in a private placement purchased 882,761 pre-funded warrants to purchase 882,761 shares of Monopar's common stock at a purchase price of $23.789 per pre-funded warrant. Which represents the per share public offering price of the shares in the registered offering at $23.79 less the $0.001 per share exercise price for each pre-funded warrant. At closing of the transaction Monopar entered into a Registration Rights Agreement with the purchaser, which stipulates that Monopar will register the resale of the shares of common stock issuable upon the exercise of the 882,761 pre-funded warrants.

The pre-funded warrants were classified as a component of stockholders’ equity within additional paid-in capital because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) donot embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants donot provide any guarantee of value or return. The Company valued the pre-funded warrants at issuance concluding the purchase price approximated the fair value and allocated net proceeds from the purchase proportionately to the common stock. The value assigned to the pre-funded warrants was recorded as additional paid-in capital.

The pre-funded warrants are immediately exercisable and* maybe exercised for a de-minimis exercise price of $0.001 per share subject to the limitation that a holder of a pre-funded warrant willnot* have the right to exercise any portion of the pre-funded warrant if the holder together with its affiliates and attribution parties (as such terms are defined in the pre-funded warrants) would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. The pre-funded warrants donot expire.

The total number of pre-funded warrants outstanding as of* December 31, 2024,*is 882,761.

F-15

Note5 - Stock Incentive Plan

In* April 2016,the Company’s Board of Directors and stockholders representing a majority of the Company’s outstanding stock at that time, approved the Monopar Therapeutics Inc.2016 Stock Incentive Plan, as amended (the “Plan”), allowing the Company to grant up to an aggregate 140,000 shares of stock-based awards in the form of stock options, restricted stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants. In October 2017,the Company’s Board of Directors voted to increase the stock award pool to 320,000 shares of common stock, which subsequently was approved by the Company’s stockholders. In April 2020,the Company’s Board of Directors voted to increase the stock award pool to 620,000 (an increase of 300,000 shares of common stock), which was approved by the Company’s stockholders in June 2020.In April 2021,the Company’s Board of Directors voted to approve an amendment to the2016* Stock Incentive Plan to remove certain individual award limits and other provisions related to I.R.C. Section162(m) and to update the limit on Incentive Stock Options tono more that100% of the maximum aggregate number of shares which* maybe granted under the plan, which was approved by the Company’s stockholders in June 2021.In March 2022,the Company’s Board of Directors voted to increase the stock award pool to 1,020,000 (an increase of 400,000 shares of common stock), which was approved by the Company’s stockholders in June 2022.In July 2024,the Company’s Board of Directors voted to increase the stock award pool to 1,420,000 (an increase of 400,000 shares of common stock) which was approved by the Company’s stockholders on August 5, 2024.*

During the year ended* December 31, 2024*, the Company’s Plan Administrator Committee (with regards to non-officer employees and consultants) and the Company’s Compensation Committee, as ratified by the Board of Directors (in the case of executive officers and non-employee directors), granted to executive officers, non-officer employees, and a consultant aggregate stock options for the purchase of 43,523 shares of the Company’s common stock with exercise prices ranging from $1.70 to $3.71 per share which vest over 1 to 4 years. All stock option grants have a 10-year term. In addition, during the year ended* December 31, 2024*, an aggregate 5,997 restricted stock units were granted to non-officer employees which vest over 4 years.

Under the Plan, the per share exercise price for the shares to be issued upon exercise of an option shall be determined by the Plan Administrator, except that the per share exercise price shall beno less than100% of the fair market value per share on the grant date. Fair market value is the Company’s closing price on Nasdaq. Stock options generally expire after 10 years.

Stock option activity under the Plan was as follows:

(1)43,523 options vest as follows: options to purchase 41,523 shares of the Company’s common stock vest6/48ths on thesix-month anniversary of vesting commencement date and1/48th per month thereafter; and options to purchase 2,000 shares of the Company’s common stock vest monthly overone year. Exercise prices range from $1.70 to $3.71 per share.

(2) Forfeited options represent unvested shares and vested, expired shares related to employee terminations.

(3) Forfeitures only include known forfeitures to-date as the Company typically accounts for forfeitures as they occur due to a limited history of forfeitures.

F-16

A summary of options outstanding as of* December 31, 2024*, is shown below:

Restricted stock unit activity under the Plan was as follows:

Stock option grants and fair values under the Plan were as follows:

As of* December 31, 2024* and2023, the aggregate intrinsic value of outstanding vested and unvested stock options was $3,392,518 and $996,793, respectively. The weighted-average exercise price in aggregate was $19.35 which includes $21.54 for fully vested stock options and $10.99 for stock options expected to vest. At* December 31, 2024*, unamortized balance of stock-based compensation was $1.15 million, to be amortized over the following 1.87 years.

During the years ended* December 31, 2024* and2023, the Company recognized $413,496 and $1,014,046 of employee, non-employee director and consultant stock-based compensation expense as general and administrative expenses, respectively, and $727,289 and $883,803 as research and development expenses, respectively. The stock-based compensation expense is allocated on a departmental basis, based on the classification of the stock-based award holder. No income tax benefits have been recognized in the consolidated statements of operations and comprehensive loss for stock-based compensation arrangements.

F-17

Note6 - Related Party Transactions

As of* December 31, 2024*, Tactic Pharma, LLC (“Tactic Pharma”), the Company’s initial investor, beneficially owned 14% of Monopar’s common stock and during the year ended* December 31, 2024*, there wereno transactions between Tactic Pharma and Monopar.

None of the related parties discussed in this paragraph received compensation other than market-based salary, market-based stock-based compensation and benefits and performance-based incentive bonus or in the case of non-employee directors, market-rate Board fees and market-rate stock-based compensation. The Company considers the following individuals as related parties: Two of the Company’s board members were also Managing Members of Tactic Pharma as of* December 31, 2024*. Chandler D. Robinson is a Company Co-Founder, Chief Executive Officer, common stockholder, Managing Member of Tactic Pharma, former Manager of the predecessor LLC, Manager of CDR Pharma, LLC and Board member of Monopar as a C Corporation. Michael Brown is a Managing Member of Tactic Pharma (as of* February 1, 2019,withno* voting power as it relates to Monopar), a previous managing member of Monopar as an LLC, common stockholder and a Board member of Monopar as a C Corporation as of* December 31, 2024.*

Note7 – Income Taxes

The components of net loss before income taxes are as follows:

ASC740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences, and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely thannot.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. The Company has reviewed the positive and negative evidence relating to the realizability of the deferred tax assets and has concluded that the deferred tax assets arenot “more likely thannot” to be realized. The valuation allowance increased by approximately $4,606,000 and $2,124,000 during the years ended* December 31, 2024* and2023, respectively.

The provision for income taxes for* December 31, 2024* and2023, consists of the following:

Total provision for income taxes of $800 for each of the years ended December 31, 2024and2023*, is recorded in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive loss as it isnot considered a material amount.

F-18

The difference between the effective tax rate and the U.S. federal tax rate is as follows (in %):

Deferred tax assets and liabilities consist of the following:

As of* December 31, 2024*, Company had total federal net operating loss carryforwards of approximately $15,587,000, which will begin to expire in2035. Losses generated after2017 will be carried forward indefinitely. As of* December 31, 2024*, the Company had state net operating loss carryforwards of approximately $15,617,000 which will begin to expire in2035.

As of* December 31, 2024*, the Company had federal and state tax credits of $1,936,000 and $146,000, respectively. The federal credits begin to expire in2035 and the state credits begin to expire in2025.

The Tax Reform Act of1986 limits the use of net operating carryforwards and R&D credits in certain situations where changes occur in the stock ownership of a company. In the event the Company has had a change in ownership, utilization of the carryforwards and R&D credits could be limited. The Company hasnot performed a net operating loss or R&D credit utilization study to date.

The Company accounts for uncertain tax positions in accordance with ASC740-10, “Accounting for Uncertainty in Income Taxes.” ASC740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on a tax return. It is Company’s policy to include penalties and interest expense related to income taxes as an income tax expense.

F-19

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Included in the balance of uncertain tax benefits as of* December 31, 2024*, are $411,740 of tax benefits that, if recognized, wouldnot impact the effective tax rate as it would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. The Company anticipates thatno material amounts of unrecognized tax benefits will be settled within12 months of the reporting date. As of* December 31, 2024*, the Company hadno accrued interest or penalties recorded related to uncertain tax positions.

The Company files and/or plans to file U.S. federal, California, Texas, and Illinois state tax returns. The Company is subject to California state minimum franchise taxes. All tax returns will remain open for examination by the federal and state taxing authorities forthree andfour years, respectively, from the date of utilization of any net operating loss carryforwards or R&D credits. In addition, due to the operations in certain foreign countries, the Company became subject to local tax laws of such countries. Nonetheless, as of* December 31, 2024*, due to the insignificant expenditures in such countries, there wasno material tax effect to the Company’s2024 consolidated financial statements.

On* December 22, 2017,the Tax Cuts and Jobs Act of2017* (“TCJA”) was enacted. On* January 1, 2022,a provision of the TCJA went into effect which requires the capitalization of research and development costs in the year incurred and requires taxpayers to amortize such costs over5* years and15 years for domestic and foreign expense, respectively. The Company evaluated the impact of the TCJA and prepared the provision by following the treatment of research and development expenditures for tax purposes under Section174.

F-20

**Note8 – Loss per Share **

Basic and diluted net loss per common share was calculated as follows:

Note9–** Commitments and Contingencies**

License, Development and Collaboration Agreements

Alexion, AstraZeneca Rare Disease

On* October 23, 2024,the Company executed a License Agreement with Alexion Pharmaceuticals, Inc., pursuant to which Alexion granted Monopar an exclusive worldwide license for the development and commercialization ofALXN1840,* a drug candidate for Wilson disease. As initial upfront consideration for the License Agreement, the Company issued Alexion 387,329 shares (representing 9.9% of Monopar's outstanding shares) of its common stock and agreed to make an upfront cash payment of $4.0 million. A cash payment of $1.0 million was paid at the time of signing and the remaining $3.0 million was paid in* January 2025,pursuant to the terms of the agreement. The Company agreed to an anti-dilution provision that entitled Alexion to receive additional shares atno* cost to maintain their 9.9% ownership until Monopar raised the next $25.0 million of common stock, subject to a maximum of 705,015 shares unless we obtained stockholder approval. Pursuant to the anti-dilution right, the Company issued an additional 157,188 shares of its common stock to Alexion.No further obligations exist pursuant to the anti-dilution right.

Additionally, the Company is obligated to milestone payments of up to $94.0 million for the achievement of regulatory approval and sales related milestones. In addition, the Company is obligated to pay tiered royalties based on net sales in the low- to mid-double digit range. The Company has also given Alexion the right offirst negotiation regarding any rights should Monopar intend to sublicenseALXN1840. Furthermore, the Company will have to pay Alexion a percentage in the mid-double digits of any sublicensing income received by Monopar. As part of this License Agreement, the Company has assumed an agreement from Alexion, under which the Company will also owe athird-party single digit millions in cash milestone payment upon regulatory approval in Europe and a single digit percentage royalty on net sales in Europe.

NorthStar Medical Radioisotopes, LLC (“NorthStar”)

In* June 2024,*the Company entered into a long-term, non-exclusive master supply agreement with NorthStar under which NorthStar will provide Monopar with the therapeutic radioisotope actinium-225 (“Ac-225”). The original collaboration agreement was amended at that time to clarify certain economic terms and terms related to jointly developed intellectual property rights for the Company's MNPR-101 for radiopharmaceutical use. The Company has acquired these rights from NorthStar, together with certain broad, jointly-developed intellectual property pertaining to MNPR-101, giving the Company full ownership and title to its lead MNPR-101 radiopharmaceutical platform. The Company will jointly share ownership of the filed patent application on the use of PCTA as a linker with Ac-225, which has shown that MNPR-101 has superior binding and yield with Ac-225 over the current industry-leading linker, DOTA.

To humanize the Company's MNPR-101 antibody, Monopar has taken a non-exclusive license to XOMA (US) LLC’s humanization technology and know-how. Humanization involves replacing most of the non-critical parts of the mouse sequence of an antibody with the human sequence to minimize the ability of the human immune system to recognize this antibody as foreign. As such, MNPR-101 has been engineered to be95% human sequence using the XOMA technology. Under the terms of the non-exclusive license with XOMA Ltd., the Company is to pay only upon the achievement of clinical, regulatory and sales milestones, potentially totaling $14.925 million. The agreement doesnot require the payment of sales royalties. As of* March 14, 2025*, the Company hasnot reached any milestones and hadnot been required to pay XOMA Ltd. any funds under this license agreement. Thefirst milestone payment is payable uponfirst dosing of a human patient in a Phase2 clinical trial. The Company is currently conducting a Phase1 clinical trial and cannot reliably predict when it will be able to commence a Phase2 clinical trial, if at all.

F-21

Office Leases

As of* December**31,* 2024, the Company leased on a month-to-month basis office space for its executive headquarters at1000 Skokie Blvd., in the Village of Wilmette, Illinois for $4,238 per month.

Legal Contingencies

The Company* may*be subject to claims and assessments from time to time in the ordinary course of business.No claims have been asserted to date.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that* maybe made against the Company in the future, but that havenot* yet been made. To date, the Company hasnot paid any claims nor been required to defend any action related to its indemnification obligations. However, the Company* may*record charges in the future as a result of future claims against these indemnification obligations.

In accordance with itssecond amended and restated certificate of incorporation, amended and restated bylaws and the indemnification agreements entered into with each officer and non-employee director, the Company has indemnification obligations to its officers and non-employee directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacities. There have beenno indemnification claims to date.

F-22

Note10 - Subsequent Events

The Company has evaluated events or transactions that* mayhave occurred which would require recognition or disclosure in the consolidated financial statements. With the exception of information disclosed in Note9* to the consolidated financial statements, there wereno subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements.