Monopar Therapeutics

Note1 – Nature of Business and Liquidity**

Nature of Business

Monopar Therapeutics Inc. (“Monopar,” the “Company,” “we,” “us,” and “our” and similar terms mean Monopar Therapeutics Inc. and its subsidiaries except where the context otherwise requires) is a clinical-stage biopharmaceutical company developing an innovative treatment for Wilson disease and novel radiopharmaceuticals for oncology. Monopar’s Wilson disease product candidate isALXN1840, a late-stage, investigational once-daily, oral medicine. The Company’s radiopharmaceutical programs consist of Phase1-stage MNPR-101-Zr for imaging advanced cancers, and Phase1a-stage MNPR-101-Lu and late preclinical-stage MNPR-101-Ac for the treatment of advanced cancers, that express urokinase plasminogen activator receptor (“uPAR”).

The Company builds its drug development pipeline through both in-house efforts and licensing of late preclinical- and clinical-stage therapeutics, leveraging its scientific and clinical expertise to reduce risk and accelerate development.

Liquidity

The Company has incurred an accumulated deficit of approximately** $84.3 millionas of September 30, 2025, 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 offerings 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 placements 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, 2027.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* October**2025,* the Company analyzed its cash requirements at least through* December 31, 2027,and has determined that, based upon the Company’s current available cash and cash equivalents, 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, biopharmaceutical companies never become profitable and are acquired, merged, or liquidated before successfully developing any product that generates revenue from commercial sales to enable 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, 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.

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Note2 – Significant Accounting Policies

Basis of Presentation

These condensed 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 U.S. Generally Accepted Accounting Principles (“GAAP”) and include all disclosures required by GAAP for financial reporting. Amounts in tables in the condensed consolidated financial statements and accompanying footnotes* may**not* sum up due to rounding. All intercompany accounts have been eliminated. The principal accounting policies applied in the preparation of these condensed 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 interim unaudited condensed consolidated financial statements contain all normal, recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of* September 30, 2025*, and the Company’s condensed consolidated results of operations and comprehensive loss for thethree andnine months ended* September 30, 2025* and2024, and the Company’s condensed consolidated cash flows for thenine months ended* September 30, 2025* and2024.

The interim condensed consolidated results of operations and comprehensive loss and condensed consolidated cash flows for the periods presented arenot necessarily indicative of the condensed consolidated results of operations or cash flows which* maybe reported for the remainder of2025* or for any future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended* December 31, 2024,included in the Company’s Annual Report on Form10*-K filed with the SEC on* March 31, 2025.*

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 condensed 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 condensed 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 condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

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* September 30, 2025*, and* December 31, 2024*, 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 from overthree 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 condensed 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 condensed 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 fair value are primarily attributable to changes in interest rates and market liquidity. Investments as of * September 30, 2025*, consisted of U.S. Treasury securities with maturities of overthree months toone year and were recorded as held-to-maturity investments.

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Prepaid Expenses

Prepayments are expenditures for goods or services before such goods are used or such 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 collaborators, 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 respective contracts, which are typicallyone* year. Prepaid expenses are reflected on the Company’s condensed consolidated balance sheets as other current assets.

Leases

Lease agreements are evaluated to determine whether each arrangement is or contains a lease in accordance with ASC842, Leases(“ASC842”). Right-of-use lease (“ROU”) 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 condensed consolidated balance sheets includes any lease payments made and excludes lease incentives. The incremental borrowing rate, 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 (“G&A”) expenses on the Company’s condensed 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* September 30, 2025*, 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.

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 that 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 of 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.

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Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures for each reporting period. There wereno transfers between Level1, 2 or3 of the fair value hierarchy during thethree andnine months ended* September 30, 2025* and2024. The following table presents the assets and liabilities recorded that are reported at fair value on the Company’s condensed consolidated balance sheets on a recurring basis.No values were recorded in Level3 as of* September 30, 2025*, and* December 31, 2024*. The Company hasno liabilities reported at fair value on a recurring basis.

As of* September 30, 2025*, and* December 31, 2024*, the Company’s investments consist of held-to-maturity U.S Treasury securities, with maturities ranging from overthree months toone year. These investments are classified as Level2 and are valued utilizing observable inputs, aside from the quoted market prices. See Note3 for additional information on investments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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Net Loss per Share

Net loss per share for thethree andnine months ended* September 30, 2025* and2024, is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the periods. Diluted net loss per share for thethree andnine months ended* September 30, 2025* and2024, is calculated by dividing net loss by the weighted-average shares of the sum of a) weighted average common stock outstanding (7,123,849 and 3,520,398 shares for thethree months ended* September 30, 2025and2024*, respectively;7,036,937 and 3,419,321 shares for thenine months ended* September 30, 2025and2024*, respectively) and b) potentially dilutive shares of common stock (such as stock options and warrants) outstanding during the period. As of* September 30, 2025* and2024, potentially dilutive securities included stock-based awards to purchase upto 715,315 and 476,758 sharesof the Company’s common stock, respectively. For thethree andnine months ended* September 30, 2025* and2024, 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 Expense

In-process research and development (“IPR&D”) expense represents the costs to acquire technologies to be used in R&D 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 when services are rendered. The upfront payments upon execution of the agreement to licenseALXN1840, comprising $4 million in cash and $4.6 million in Monopar’s common stock issued to Alexion, were recorded as IPR&D expense during the year ended* December 31, 2024.The foregoing cash payment consisted of $1 million paid to Alexion upon execution of the agreement during the year ended December 31, 2024,and the remaining $3 million paid to Alexion in January 2025,*pursuant to the terms of the agreement.

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 each 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 the progress or stage of completion of the trials or services and the agreed upon fees 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 thethree andnine months ended* September 30, 2025* and2024,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 and technology programs. The licenses contain success milestone obligations and royalties on future sales. During thethree andnine months ended* September 30, 2025* and2024,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 the upfront fees recorded as IPR&D expense during the year ended* December 31, 2024,*as discussed above.

See Note8 for additional discussion regarding the Company’s Licensing Agreements.

Patent Costs

The Company expenses the costs related to issued patents and patent applications, including costs related to legal, renewal and application fees, as a component of G&A expenses in its condensed consolidated statements of operations and comprehensive loss.

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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 that deferred income tax assets, 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 NOLs, 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 related 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* September 30, 2025*, and* December 31, 2024*. 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 condensed 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 thethree andnine months ended* September 30, 2025* and2024, the Company didnot have any interest or penalties associated with unrecognized tax benefits.

On* July 4, 2025,new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which makes permanent many of the tax provisions enacted in2017* as part of the Tax Cuts and Jobs Act that were set to expire at the end of2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, with certain provisions effective in2025 and others to be implemented in2026 and subsequent years. The Company is currently assessing the potential implications of the legislation on its operations and on the Company's consolidated financial statements and will continue to monitor future administrative guidance and regulations that clarify the legislative text of the OBBBA and the bill’s potential effect on the Company’s income taxes.

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.

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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 an expense on a straight-line basis. Determining the appropriate fair value model and related assumptions requires judgment, including estimating the future stock price volatility and expected terms. The expected stock price volatility is based on an analysis of the Company’s stock price history over a period commensurate with the expected term of the options, trading volume of the Company’s stock, look-back volatilities and Company specific events that affected volatility in a prior period. 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 warrants’ specific terms and applicable authoritative guidance set forth in 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 condensed 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 and in2025 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 condensed consolidated balance sheet, and segment loss is reflected as net loss on the Company’s condensed 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* December 2023,the FASB issued Accounting Standards Update (“ASU”)2023-09, 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. The Company intends to adopt this standard in its Annual Report on Form10*-K for the year ending* December 31, 2025.The Company is currently assessing the impact Topic740* will have on its condensed consolidated financial statements, including its footnote disclosures.

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses,* which is intended to enhance transparency into the nature and function of expenses, primarily through additional disclosures on certain costs and expenses. This new standard is effective for fiscal years beginning with annual disclosures in2027 and interim periods beginning in2028. Early adoption is permitted. The standard* maybe applied prospectively to financial statements issued for periods after the effective date of this ASU or retrospectively. The Company is currently assessing the impact ASU2024*-03 will have on its condensed consolidated financial statements, including its footnote disclosures.

Note3 – Cash Equivalents and Investments

As of* September 30, 2025*, the Company had money market accounts and available-for-sale investments with contractual maturities ofthree months or less categorized as cash equivalents as follows:

As of* September 30, 2025*, there wereno available-for-sale investments in an unrealized-loss position.

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

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

As of* September 30, 2025*, and* December 31, 2024*, the Company had held-to-maturity investments (U.S. Treasury securities) with contractual maturities of overthree months toone 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; 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* September 30, 2025*, and* December 31, 2024*, held-to-maturity investments had a combined book value of$16 million and $14.4 million, respectively.

As of* September 30, 2025*, the fair value ofone held-to-maturity security was$858 lower than the recorded amortized cost. The Company has assessed thisone security for credit impairment and has determined thatno impairment exists and that there isno material impact on the Company’s liquidity or cash flows. U.S. Treasury securities have a low level of inherent credit risk, and the change in fair value reflects market movements rather than concern about credit quality.

As of* December 31, 2024*, there wereno held-to-maturity securities 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 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.

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Sales of Common Stock

During thenine months ended* September 30,2024, the Company sold 509,061 shares of its common stock at an average gross price per share of $6.45 for net proceeds of $3,194,310, after fees and commissions of $81,932, pursuant to a Capital on Demand™ Sales Agreement with JonesTrading Institutional Services, LLC. There wereno sales pursuant to this agreement in thenine months ended September 30, 2025*, and this agreement isno longer active.

The Company subsequently priced an underwritten public offering of common stock on* September 23, 2025,as described below under “September 2025*Capital Raise and Share Purchase.”

**** December 2024Pre-funded Warrants**

On* December 23, 2024,the Company closed a securities purchase agreement in which a purchaser in a private placement of pre-funded warrants purchased 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 the 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. On January 15, 2025,Monopar filed a registration statement, which was declared effective by the SEC on January 27, 2025,*to register the 882,761 shares.

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.

An additional issuance of pre-funded warrants occurred in* September 2025,as described below under “September 2025*Capital Raise and Share Purchase.”

**** September 2025Capital Raise**

On* September 23, 2025,*the Company priced an underwritten public offering (the “Offering”) consisting of (i)1,034,433 shares of its common stock and (ii) pre-funded warrants to purchase 960,542 shares of common stock, pursuant to an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Leerink Partners LLC, and Barclays Capital Inc. (the “Underwriters”). The public offering price was $67.67 per share and $67.669 per pre-funded warrant, which represents the per share offering price less a $0.001 per share exercise price. The aggregate net proceeds from the Offering were appro ximately $126.9 million, after deducting underwriting discounts and commissions but before offering expenses and the Share Repurchase (as defined below).

Of the total securities sold in the Offering, the Company sold 1,034,433 shares of common stock to the Underwriters for aggregate gross proceeds of approximately$70.0 million and net proceeds of approximately $65.8 million after underwriting discounts and commissions but before offering expenses.

Concurrently with the sale of common stock, the Company sold pre-funded warrants to purchase 960,542 shares of common stock at a purchase price of $67.669 per pre-funded warrant, representing the public offering price less the $0.001 per-share exercise price. From the sale of the pre-funded warrants, aggregate gross proceeds were approximately $65.0 million and net proceeds were approximately $61.1 million after underwriting discounts and commissions but before offering expenses. For the* September 2025pre-funded warrants, the 9.99% limitation maybe changed at the holder’s election to a lower or higher percentagenot* in excess of 19.99% upon61 days’ notice to the Company subject to the terms of such pre-funded warrant. All the other terms, conditions, and classifications are materially identical to the* December 2024*warrants above.

Share Repurchase

On* September 24, 2025,*the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Tactic Pharma LLC (“Tactic Pharma”), an existing significant stockholder that held approximately 13.4% of the Company’s common stock prior to the Offering and Repurchase. Pursuant to the Share Purchase Agreement, the Company used $35 million of the Offering proceeds to repurchase 550,229 shares of its common stock from Tactic Pharma at a purchase price of $63.6098 per share, which equals the public offering price per share less underwriting discounts and commissions (the “Share Repurchase”). Chandler D. Robinson, Monopar’s Chief Executive Officer and a member of the Board of Directors, is a minority owner and non-controlling Managing Member of Tactic Pharma. After giving effect to the Share Repurchase, the Company's net proceeds from the Offering were approximately $91.9 million, before estimated offering expenses.

Share and Pre-funded Warrant Totals as of September 30, 2025**

As of* September 30, 2025,the Company had 6,662,930 shares of common stock issued and outstanding and 1,843,303 pre-funded warrants outstanding (including 882,761 issued in December 2024and 960,542 issued in September 2025).*

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 than100% 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 July2024,* 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.In March2025,* the Company registered 400,000 additional shares of common stock under the Plan.

During the nine months ended* September 30, 2025*, 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, non-employee directors and consultants aggregate stock options for the purchase of 248,381 shares of the Company’s common stock, with exercise prices ranging from $22.00 to $44.96 per share and with vesting schedules ranging from vesting immediately upon the grant date to 4 years. All stock option grants have a 10-year term.

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:

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A summary of options outstanding as of* September 30, 2025*, is shown below:

Restricted stock unit activity under the Plan was as follows:

(1) In aggregate, there were 120,941 restricted stock units granted during thenine months ended* September 30, 2025*, of which 6,002 restricted stock units vested immediately upon the grant date and 114,939 restricted stock units vest6/48ths on thesix-month anniversary of the vesting commencement date and3/48ths per quarter thereafter.

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

As of* September 30, 2025*, the aggregate intrinsic value of outstanding vested and unvested stock options was approximately $33 million and$10.6 million respectively. The weighted-average exercise price in aggr egate was $26.67, which includes $25.35 for fully vested stock options and $29.28 for stock options expected to vest. As of* September 30, 2025*, the unamortized balance of stock-based compensation was $8.6 million, to be amortized over the following 3 years.

During thethree months ended* September 30, 2025* and2024, the Company recognized $617,413 and $13,512 of employee, non-employee director and consultant stock-based compensation expense as G&A expenses, respectively, and $481,797 and $185,609 as R&D expenses, respectively. During thenine months ended* September 30, 2025* and2024, the Company recognized $2,043,890 and $325,589 of employee, non-employee director and consultant stock-based compensation expense as G&A expenses, respectively, and $1,689,883 and $536,584 as R&D 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 condensed consolidated statements of operations and comprehensive loss for stock-based compensation arrangements.

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Note6 – Related Party Transactions

As of* September 30, 2025*, Tactic Pharma, LLC (“Tactic Pharma”), the Company’s initial investor, beneficially owned 4.1% of Monopar’s common stock, and during thethree andnine months ended* September 30, 2025*, there wasone transaction between Tactic Pharma and Monopar, related to the Share Purchase Agreement on* September 24, 2025 (See Note4*). The Company considers the following individual as a related party: Chandler D. Robinson is a Company Co-Founder, Chief Executive Officer, common stockholder, non-controlling 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 as of* September**30*,2025.

Note7 – Net Loss Per Share

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

Information pertaining tothe number of shares outstanding gives retroactive effect to a1 for 5 reverse stock split that became effective on August 12, 2024.

Note8 – 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. (“Alexion”), a subsidiary of AstraZeneca, 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 at the time) 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. As of September**30,* 2025, the Company has paid an aggregate of $4.0 million in cash under the License 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 Monopar 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 pay Alexion 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 salesat rates falling within a range of 10% to 20%. As of* September**30,* 2025, no milestone or royalty payments have been made under the License Agreement. 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.

Either party* mayterminate the agreement in the event of an uncured material breach of the agreement following written notice, and the Company mayterminate the agreement for convenience upon90* days prior written notice to Alexion.

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.

XOMA Ltd.

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 make payments to XOMA Ltd. upon the achievement of certain clinical, regulatory and sales milestones, potentially totaling up to $14.925 million. The agreement doesnot require the payment of sales royalties. As of* September 30, 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.

Leases

The Company entered into a 36-month lease that commenced on* April 1, 2025,for its executive headquarters at1000* Skokie Blvd in the Village of Wilmette, Illinois, at a monthly rate of $3,580 per month for 1,718 square feet; the Company also has a month-to-month lease for additional space at the same location for $2,379 per month. The Company also entered into a lease that commenced on* January 16, 2025,for a small wet laboratory space and certain equipment at the Helix51* Bioscience Incubator at The Rosalind Franklin University of Medicine and Science in North Chicago, Illinois, at a rate of $1,000 per month for 862 square feet, which is cancellable after 6 months with 30 days advance written notice.

As of* September**30,* 2025, in accordance with ASC842, Leases, thetwo leases were recorded as an operating lease ROU asset and a lease liability included in accounts payable, accrued expenses and other current liabilities, and non-current operating lease liability on the Company’s condensed consolidated balance sheets. The initial ROU asset and associated liability is equal to the present value of the minimum lease payments. Since the rate implicit in the lease is rarely readily determinable, the Company applied an incremental borrowing rate taking into consideration its credit quality and borrowing rate for similar assets. The lease terms used to calculate the ROU asset and related lease liability donot include an option to extend but do include an option to terminate the lease. Lease costs for operating leases are recognized on a straight-line basis over the expected lease term and recorded as general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive loss.

The components of lease expense were as follows:

Maturities of the lease liability are as follows:

The following table presents the weighted average remaining lease term and the discount rate used in calculating the ROU asset and related lease liability for the periods presented:

Supplemental balance sheet information:

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.

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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 hasneither 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.

Note9 – Subsequent Events

On* November 9, 2025,the Company presented new data and analyses from the Phase2* ALXN1840-WD-204 copper balance study at the American Association for the Study of Liver Diseases (AASLD) - The Liver Meeting®2025. In an oral presentation titled*“Rapidly Improved Cu Balance in Wilson Disease Patients on Tiomolybdate Choline,”* Professor Aftab Ala, MBBS, M.D., FRCP, Ph.D., Professor of Hepatology and Consultant Hepatologist at the Institute of Liver Studies at King’s College Hospital in London, shared results showing that treatment withALXN1840 (tiomolybdate choline) led to a rapid and sustained improvement in daily copper balance in patients with Wilson disease, primarily through increased fecal copper excretion.

The mean daily copper balance among patients treated withALXN1840 in the study (n=8) was significantly lower - indicating improvement - compared with their pre-treatment baseline. Copper balance improved both during the initial15 mg once-daily dosing period (days1-28) and over the entire treatment duration (days1-39), which included patients receiving either15 mg every other day or30 mg once daily.