Harvard Apparatus Regenerative Technology, Inc.

1. Organization

Overview

Harvard Apparatus Regenerative Technology, Inc. (“Harvard Apparatus Regenerative Technology” or the “Company”) is a clinical-stage biotechnology company developing regenerative-medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects. The Company believes its technology is likely to be used to repair wounds or other damage or defects resulting from esophageal cancer, esophageal injuries, and birth defects in the esophagus. The Company believes additional product candidates in its development pipeline* may*repair wounds or other damage or defects resulting from intestinal cancer and uterus wounds. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets.

Consumer Health Products

The Company’s subsidiary in Hong Kong, Harvard Apparatus Regenerative Technology Limited, or Consumer Health Products, focuses on sales of consumer health products.

Consumer Health Products includes a broad range of products focused on personal healthcare including dietary supplements. The Company currently sells dietary supplements through Consumer Health Products. These products are commercially marketed to the general public and initially targeted at consumers in Asia through eCommerce (online sales).

Going Concern

The Company has incurred substantial operating losses since its inception, and as of* June 30, 2026*, had an accumulated deficit of approximately $109.9 million and will require additional financing to fund future operations. The Company expects that its cash on hand of approximately $0.4 million as of* June 30, 2026,together with gross proceeds of approximately $0.2 million from debt financing and cash advances of approximately $0.4 million received in Julyand August 2026in connection with a private placement expected to close in thethird* quarter of2026, will be sufficient to fund its operating expenses and capital expenditure requirements into thefourth quarter of2026. The cash advances were received from a group of new and existing investors and remain the property of the respective investors; such funds are being held in escrow by the Company pending the execution of a common stock purchase agreement, which is expected to occur in thethird quarter of2026. Because these resources arenot expected to fund the Company’s operations for at least12 months from the date the financial statements are issued, substantial doubt exists about the Company’s ability to continue as a going concern.

The Company will need to raise additional capital to fund its current operations. In the event the Company is unable to raise additional capital from outside sources during thethird quarter of2026, it* may*be forced to curtail or cease its operations.

Cash requirements and cash resource needs will vary significantly depending upon the timing of the financial and other resource needs that will be required to complete ongoing development, pre-clinical and clinical testing of product candidates, as well as regulatory efforts and collaborative arrangements necessary for the Company’s product candidates that are currently under development. The Company is currently seeking and will continue to seek financing from other existing and/or new investors to raise necessary funds through a combination of public or private equity offerings. The Company* mayalso pursue debt financings, other financing mechanisms, research grants, or strategic collaborations and licensing arrangements. The Company may**not* be able to obtain additional financing on favorable terms, if at all.

The Company’s operations will be adversely affected if it is unable to raise or obtain needed funding and* maymaterially affect the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the condensed consolidated financial statements donot* include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that* may*result from the outcome of this uncertainty.

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2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncement**s**

Summary of Significant Accounting Policies

The accounting policies underlying the accompanying condensed consolidated financial statements are those set forth in Note2 to the condensed consolidated financial statements for the year ended* December 31, 2025* included in the Company’s Annual Report on Form10-K filed with the SEC on* March 19, 2026 (the “Form10*-K”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Harvard Apparatus Regenerative Technology and its subsidiaries; Harvard Apparatus Regenerative Technology Limited (Hong Kong), Harvard Apparatus Regenerative Technology (Hangzhou) Limited (China), Harvard Apparatus Regenerative Technology GmbH (Germany), and Harvard Apparatus Regenerative Technology Incorporated (California). All intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The condensed consolidated financial statements reflect the Company’s financial position, results of operations and comprehensive loss and cash flows in conformity with accounting principles generally accepted in the United States, or U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Form10-K for the fiscal year ended* December 31, 2025*.

Use of Estimates

The process of preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates include, but arenot limited to, share-based compensation, accrued expenses and the valuation allowance for deferred income taxes. Actual results could differ from those estimates.

Revenue

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC606, Revenue from Contracts with Customers. The Company offers consumer products primarily through athird-party online store. Revenue is recognized at a point in time when control of the goods is transferred to the customer, which generally occurs upon the delivery to the customer. For any company direct sales to customers, revenue is recognized at a point in time upon shipment of product or hand-delivery to customer. In* October 2024,the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with Health Regen, Inc., of Pittsfield, MA (“Health Regen”). Pursuant to the Distribution Agreement, the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally. For any sales to Health Regen, revenue is recognized when goods are made available by the Company for transfer. Revenue also excludes any amounts collected on behalf ofthird* parties, including sales and indirect taxes.

The Company identifies a performance obligation as distinct if both the following criteria are true: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates, costs, and expected margin, which* mayvary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. While changes in the allocation of the SSP between performance obligations willnot* affect the amount of total revenue recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on the Company’s financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation.

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Cost of sales primarily consists of the purchase price of consumer products, taxes, inbound and outbound shipping costs. Shipping costs to receive products from our suppliers are recognized as cost of sales when incurred. E-commerce processing and related transaction costs, including those associated with seller transactions, are classified in sales and marketing on our condensed consolidated statements of operations and comprehensive loss.

Research and Development

Research and development costs are expensed as incurred.

Sales and Marketing

Sales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities. In* October 2024,the Company entered into the Distribution Agreement with Health Regen, pursuant to which the Company granted Health Regen exclusive distribution rights to all of its Consumer Health Products globally. Health Regen primarily facilitates distribution in coordination with the Company’s Hong Kong subsidiary. The initial term of the Distribution Agreement is from November 1, 2024through December 31, 2030.*

General and Administrative

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses; facilities and equipment expenses, such as depreciation and amortization expense and rent; and professional fees.

Segment Information

The Company manages its operations astwo separate operating segments for the purposes of assessing performance and making operating decisions. The Company hasone operating unit focused on the development and commercialization of therapies to treat cancers, injuries, and birth defects of the gastro-intestinal tract and the airways. The other operating unit is focused on personal healthcare through dietary supplements. The Company has determined that its chief executive officer is the chief operating decision maker (the “CODM”). The CODM reviews separate discrete financial information presented by operating segment. Resource allocation decisions are made by the CODM based on operating segment cash used in operations, revenues and net income (loss).

Cash Concentrations

The Company maintains its cash balances at accredited financial institutions with high credit ratings. These balances are held in federally insured accounts, and from time to time the Company* maymaintain balances in excess of applicable insurance limits. The Company hasnot* experienced any losses on its cash holdings to date and doesnot believe it is exposed to significant credit risk beyond the normal risks associated with commercial banking relationships. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation up to*$250,000.*

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity ofthree months or less at the date of purchase to be cash equivalents. The Company currently invests available cash in money market funds.

Accounts Receivable

Allowances for credit losses are provided for estimated amounts of accounts receivable which* may**not* be collected. At* June 30, 2026* and* December 31, 2025*, we determined thatno allowance for credit losses against accounts receivable was necessary. The Company has elected the practical expedient under ASU2025-05, which assumes current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. Advance payment is required under standard terms.

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Inventory

Inventory, consisting of products available for sale, are primarily accounted for using thefirst-in,first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

Long-term Prepaid Contracts

The Company has contracted with partners relating to its clinical trial activities. Upon execution of the contracts, the Company made initial deposits of $1.2 million in connection with a clinical trial contract and will be applied against final invoices which are more than a year away. The deposits will be recorded as expense when the clinical trial is substantially completed. Costs for the clinical trial activities throughout the Company’s clinical trial under these contracts are recognized as expense and payable based on costs incurred. During thesix months ended* June 30, 2026*, the Company paid $0.2 million to replenish the deposit balances which increased the long-term prepaid contracts balance to $0.7 million. In addition to the clinical trial deposits, the Company has $0.1 million in other deposits paid to its landlord as a security deposit and to a university for future esophageal implant production. The other deposits arenot expected to be expensed within the nexttwelve months and are therefore classified as long term.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.

Impairment of Long-Lived Assets

Assessments of long-lived assets and the remaining useful lives of such long-lived assets are reviewed for impairment whenever a triggering event occurs or changes in circumstances indicate that the carrying amount of the assets* may**not* be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets, based on the present value of the expected future cash flows associated with the use of the asset. Through* June 30, 2026*,no such impairment charges have been recorded.

Deferred Revenue

The Company doesnot recognize contract assets, as revenue isnot recognized prior to the satisfaction of performance obligations and the right to consideration is unconditional at the time of invoicing. Deferred revenue represents advance payments received from our distributor for goods that will be made available to be transferred in future periods. These payments are initially recorded as liabilities and recognized as revenue when the related goods are provided. The Company hadno deferred revenue as of* January 1, 2025,asno* advance payments from customers were received during that period. Deferred revenue primarily consists of advance payments for consumer health products. The Company expects to recognize this revenue within the next fiscal quarter, as the performance obligations are satisfied.

Management regularly reviews the deferred revenue balance to ensure that revenue is recognized in accordance with the Company’s revenue recognition policy and applicable accounting standards.

The following table summarizes the Company’s contract balances from contracts with customers as required by ASC606-10-50-8 in thousands:

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Foreign Currency

Assets and liabilities of non-U.S. operations where the functional currency is other than the U.S. dollar are translated from the functional currency into U.S. dollars at period-end exchange rates, and revenues and expenses are translated at average rates prevailing during the year. Resulting translation adjustments are accumulated as part of accumulated other comprehensive loss. Transaction gains or losses are recognized in income or loss in the period in which they occur.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the if-converted method. For purposes of the diluted net loss per share calculation, warrants to purchase the Company’s common stock, par value $0.01 per share (the “Common Stock”) and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented.

Concentration of Credit Risk

For thethree andsix months ended* June 30, 2026* and2025, Health Regen accounted for approximately 100% and 90% of total product revenue, respectively. Health Regen was the only customer to account for more than10% of total accounts receivable as of both* June 30, 2026* and* December 31, 2025*.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated balance sheet as of* June 30, 2026*, condensed consolidated interim statements of operations and comprehensive loss and condensed consolidated statements of stockholders’ equity for thethree andsix months ended* June 30, 2026and2025*, and cash flows for thesix months ended* June 30, 2026and2025* are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of* June 30, 2026*, its condensed consolidated results of operations and stockholders’ equity for thethree andsix months ended* June 30, 2026and2025*, and cash flows for thesix months ended* June 30, 2026and2025*. The financial data and other information disclosed in these notes related to thethree andsix months ended* June 30, 2026and2025* are unaudited. The results for thethree andsix months ended* June 30, 2026* arenot necessarily indicative of results to be expected for the year ending* December 31, 2026*, any other interim periods or any future year or period.

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Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that donot require adoption until a future date arenot expected to have a material impact on the Company’s condensed consolidated financial statements upon adoption.

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses.* ASU2024-03 improves disclosures about a public business entity’s expenses by requiring disaggregated disclosures of certain types of expenses, including purchases of inventory, employee compensation, depreciation, intangible amortization and depletion, as applicable, for each income statement caption that includes those expenses. In addition, the standard will require entities to define and disclose total selling expenses. The standard is effective for public business entities for annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027.Early adoption is permitted, and entities may*apply the standard prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements and related disclosures.

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets*. This update provides a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC606. The Company adopted ASU2025-05 effective* January 1, 2026,applying the practical expedient, which assumes that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. The adoption didnot* have a material impact on the Company's condensed consolidated financial statements.

Fair Value Measurements

There have beenno material changes to the Company’s fair value measurement policies, methods, or financial instruments since the disclosures included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025.*

3. Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following:

4. Capital Stock

Preferred Stock

The Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), none of which were outstanding at* June 30, 2026* and* December 31, 2025*. The Company’s Board of Directors (the “Board”) has the authority to issue Preferred Stock and to determine the rights, preferences, privileges, and restrictions, including voting rights.

Common Stock

On* December 30, 2025,the Company entered into securities purchase agreements with certain investors each named therein (the “DecemberInvestor,” and collectively the “DecemberInvestors”) pursuant to which each of the December*Investors agreed to purchase in a private placement an aggregate of 411,765 shares of Common Stock for the aggregate gross proceeds of approximately $0.7 million at a purchase price per share of $1.70.

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On* July 11, 2025,the Company entered into securities purchase agreements with certain investors each named therein (the “JulyInvestor,” and collectively the “JulyInvestors”) pursuant to which each of the July*Investors agreed to purchase in a private placement an aggregate of 1,250,000 shares of Common Stock for the aggregate gross proceeds of approximately $2.0 million at a purchase price per share of $1.60.

Warrants

The Company had 898,622 warrants to purchase Common Stock outstanding as of* June 30, 2026* and* December 31, 2025* with a weighted-average exercise price of $5.33.

5. Share-Based Compensation

Harvard Apparatus Regenerative Technology Amended and Restated Equity Incentive Plan

The Company maintains the Amended and Restated Equity Incentive Plan, or the Plan, for the benefit of certain officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of shares of Common Stock. The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and the vesting of restricted stock units. The vesting period for awards is generally four years and the contractual life isten years. Canceled and forfeited options and awards are available to be reissued under the Plan.

As of* June 30, 2026*, the Company’s Plan has 9,098,000 authorized shares to be issued under the Plan. There were 4,019,038 shares available for issuance as of* June 30, 2026*.

The following table summarizes information concerning options outstanding and exercisable:

Total unrecognized compensation expense for the remaining 858,645 performance-based awards is approximately $3.1 million as of* June 30, 2026*.

During thesix months ended* June 30, 2026*, the Company determined that the performance condition for certain performance-based awards was probable of achievement and recognized a cumulative catch-up adjustment of*$194,870* to share-based compensation expense related to those awards. The Company recognized approximately $0.2 million and $0.9 million in share-based compensation during thethree andsix months ended* June 30, 2026*, respectively, and approximately $0.5 million and $1.0 million during thethree andsix months ended* June 30, 2025*, respectively.

Aggregate intrinsic value for outstanding options as of* June 30, 2026* was $0, as the Company’s closing stock price of $1.28 per share as of* June 30, 2026* was below the weighted-average exercise price of $3.56. As of* June 30, 2026*, unrecognized compensation cost related to unvested non-performance-based awards amounted to $0.4 million, which will be recognized over a weighted-average period of 1 year.

The weighted average assumptions for valuing the Company's stock options granted were as follows:

The weighted average estimated fair value of stock options granted using the Black-Scholes model was $1.11 and $1.33 per share for the period ended* June 30, 2026and2025,* respectively.

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The Company recorded share-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss:

6. Commitments and Contingencies

From time to time, the Company* maybe involved in various claims and legal proceedings arising in the ordinary course of business. There areno* such matters pending that the Company expects to be material in relation to its business, financial condition, results of operations, or cash flows.

On* August 12, 2024,the Company entered into an operating lease agreement for approximately 10,629 square feet of office, research and development and light manufacturing space located in Holliston, MA (the “HQ Lease”). The space will continue to serve as the Company’s corporate headquarters and manufacturing facility. The term of the HQ lease ends on August 31, 2027.*

In* April 2025,the Company entered into a Master Service Agreement with uBriGene (Boston) Biosciences, Inc., a contract development and manufacturing organization, pursuant to which uBriGene will provide development, manufacturing, and related regulatory support services for the Company’s investigational programs. Services are performed under statements of work and are milestone‑based. Under the applicable statement of work, contractual milestones include: (i) execution of the agreement and initiation of technology transfer activities; (ii) completion of multiple technology transfer production runs and related quality control testing; (iii) completion of stability testing using materials produced from the technology transfer runs; (iv) initiation of investigational batch production; and (v) completion of investigational batch production and associated regulatory support activities. Fees are payable upon the achievement of these milestones. The Company mayterminate the agreement or any statement of work upon prior written notice. Upon termination, the Company isnot* obligated to pay for servicesnot performed prior to the effective date of termination but remains responsible for amounts incurred for services performed and certain non‑cancelable costs. Payments made in advance of services being rendered are recorded as prepaid expenses and expensed as the related services are performed.

As of* June 30, 2026*, the Company hadno minimum remaining non‑cancelable purchase commitments under this agreement, as all future payments are contingent upon the achievement of development and manufacturing milestones and the Company’s authorization of continued services.

On* July 1, 2025,the Company entered into a services agreement with Beijing Quarkmed Technology Co., Ltd. with a total contract value of approximately $206,000 for regulatory and clinical support activities. In thethird* quarter of2025, the Company made an initial payment of $72,118.44, which was fully expensed by* December 31, 2025using a percentage‑of‑completion method.No additional payments had been made under the contract as of June 30, 2026*. As of* June 30, 2026*, the Company had incurred approximately $93,000 of costs, all of which are included in research and development expense. Accordingly,no prepaid assets related to this agreement were recorded as of* June 30, 2026*.

In* November 2025,the Company entered into an insurance premium financing and security agreement. Under the agreement, the Company financed $228,685 of certain premiums at a 7.60% annual interest rate. As of June 30, 2026*, the outstanding balance on the financing and security agreement was $45,859 and is included on the balance sheet in insurance premium financing payable. The final payment is due in* August 2026.*

7. Convertible Debt–** Related Party**

Convertible Debt

On* April 13, 2026and on May 8, 2026,the Company entered into loan arrangements with Junli He, the Chairman, Chief Executive Officer, and Director of the Company (the “Lender”), pursuant to which the Lender loaned the Company an aggregate amount of $500,000 as evidenced by Bridge Notes executed by the Company in favor of, and accepted by, the Lender dated April 13, 2026and May 8, 2026 (each a “Bridge Note”). As of June 30, 2026,the Company accrued $7,000 of interest payable on the Bridge Notes. The Company evaluated the convertible note for derivative liability treatment and has determined that the components of the Bridge Notes didnot* qualify for derivative accounting treatment as of* June 30, 2026.*

The Bridge Notes accrue interest at an annual fixed rate of 8%, and the principal amount thereof will be due and payable in full, together with all accrued and unpaid interest thereon, on the earlier to occur of a) the closing date (or later date of capital being provided pertaining to such continued offering that the following threshold is tripped) of the Company’s next capital raise that includes gross proceeds of at least*$5,000,000* or b) the applicable maturity date, which is* April 13, 2027and May 8, 2027,respectively. The Bridge Notes provide for optional conversion to equity at the discretion of the Lender. In the event the Company issues equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company at least equal to the original principal amount of the applicable Bridge Note, excluding the indebtedness evidenced by such Bridge Note (a “Qualified Financing”), on or before the applicable maturity date, the Lender mayelect, by notice to the Company prior to the initial closing of the Qualified Financing (or the closing of any add-on thereto, as applicable), to convert the indebtedness evidenced by such Bridge Note into that number of equity securities of the Company equal to (x) the entire outstanding balance of such Bridge Note, including all principal and accrued and unpaid interest, divided by (y) the price per unit paid by the purchasers of such equity securities in the Qualified Financing. Accordingly, the conversion price isnot* a fixed price per share and will equal the price per unit paid by investors in the applicable Qualified Financing; the Bridge Notes donot provide for conversion at a discount to, or a premium over, such price.

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8. Leases

The Company leases laboratory and office space and certain equipment with a remaining term ofone year.

On* August 12, 2024,the Company entered into the HQ Lease, an operating lease agreement for laboratory and office space in Holliston, MA, with an initial three-year term from September 1, 2024through August 31, 2027.The Company accounts for the HQ Lease in accordance with ASC Topic842,* Leases. The Company recorded approximately $323,000 as a right-of-use asset and a corresponding operating lease liability on the Company’s condensed consolidated balance sheets upon the accounting commencement date on* September 1, 2024.*The lease liability was measured at the accounting commencement date utilizing a 13.3% discount rate.

The HQ Lease contains escalating payments during the lease term. Upon execution of the HQ Lease, the Company paid a security deposit, which will be held in escrow and credited at the termination of the lease. As of* June 30, 2026*, a security deposit of approximately $14,000 was included in long-term prepaid contracts on the Company’s condensed consolidated balance sheet related to the HQ Lease.

All of the Company’s leases qualify as operating leases. The following table summarizes the presentation of the Company’s operating leases in its condensed consolidated balance sheets:

The Company recorded operating lease expense in the following categories in its condensed consolidated statements of operations and comprehensive loss:

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Cash paid included in the computation of the operating lease assets and lease liability during thethree andsix months ended* June 30, 2026* amounted to approximately $33,000 and $66,000, respectively. Cash paid included in the computation of the operating lease assets and lease liability during thethree andsix months ended* June 30, 2025* amounted to approximately $32,000 and $64,000, respectively.

The weighted average remaining lease term and weighted average discount rate of the Company’s operating leases are as follows:

The minimum lease payments for future years are as follows:

9. Net Loss Per Share

The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for thesix months ended* June 30, 2026and2025* because including them would have had an anti-dilutive effect:

10. Income Taxes

The Company didnot record a federal or state income tax provision or benefit for thesix months ended* June 30, 2026and2025*, respectively, due to the expected loss before income taxes to be incurred for the years ended* December 31,*2026 and2025, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.

11. Segments

The Company’s CODM is its Chief Executive Officer. The Company’s CODM evaluates the operating results of the Company’s reportable segments based on cash used in operations, revenues and net loss.

The Company follows the accounting guidance of ASC280, Segment Reporting (“ASC280”). Reportable operating segments are determined based on the management approach. The management approach, as defined by ASC280, is based on the way that the CODM organizes the segments within an enterprise for making operating decisions and assessing performance. While the Company’s results of operations are primarily reviewed on a consolidated basis, the CODM manages the enterprise intwo reportable segments, each with different operating and potential revenue generating characteristics.

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The Company hastwo operating and reportable segments: (i) Regenerative Biotech focused on the development of regenerative medicine treatments with operations currently in the United States and (ii) Consumer Health Products relating to consumer health products with operations currently in Asia. All of the Company’s revenue was generated in Asia for thethree andsix months ended* June 30, 2026and2025*. The following tables present segment revenues, significant expense categories provided to the Company’s CODM at least quarterly, other segment items, and net loss for thethree andsix months ended* June 30, 2026and2025*, in thousands:

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The following table presents cash and cash equivalents and total assets by segment as of* June 30, 2026* and* December 31, 2025*, in thousands:

(a) Certain general and administrative costs (including executive compensation, corporate legal fees, audit fees, investor relations, and insurance) are shared across both segments. For internal reporting purposes, such costs are allocated to each segment based on an estimate of the proportion of management time and corporate resources utilized by each segment. Costs directly attributable to a segment are charged directly to that segment. For thethree andsix months ended* June 30, 2026and2025*, the Regenerative Biotech segment bore substantially all general and administrative expense, as the Consumer Health Products segment incurred minimal shared corporate overhead.

(b) “Other segment items” for the Regenerative Biotech segment consists primarily of net interest income earned on money market balances and other miscellaneous income, partially offset by interest expense on insurance premium financing. For the Consumer Health Products segment, other segment items consist of foreign currency transaction effects and other minor income items. The other segment items line represents the arithmetic difference between segment revenues, less the significant expense categories disclosed above, and the reported segment net loss, in accordance with ASC280-10-50-26B.

12. Subsequent Events

On* July 16, 2026,the Company entered into a loan arrangement with Junli He, the Chairman, Chief Executive Officer, and Director of the Company (the “Lender”), pursuant to which the Lender loaned the Company an amount of $200,000 as evidenced by a Bridge Note executed by the Company in favor of, and accepted by, the Lender (the “JulyBridge Note”). The JulyBridge Note accrues interest at an annual fixed rate of 8%, and the principal amount thereof will be due and payable in full, together with all accrued and unpaid interest thereon, on the earlier to occur of a) the closing date (or later date of capital being provided pertaining to such continued offering that the following threshold is tripped) of the Company’s next capital raise that includes gross proceeds of at least$5,000,000* or b) the maturity date, which is* July 16, 2027.The JulyBridge Note provides for optional conversion to equity at the discretion of the Lender. In the event the Company issues equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company at least equal to the original principal amount of the applicable Bridge Note, excluding the indebtedness evidenced by such Bridge Note (a “Qualified Financing”), on or before the applicable maturity date, the Lender mayelect, by notice to the Company prior to the initial closing of the Qualified Financing (or the closing of any add-on thereto, as applicable), to convert the indebtedness evidenced by such Bridge Note into that number of equity securities of the Company equal to (x) the entire outstanding balance of such Bridge Note, including all principal and accrued and unpaid interest, divided by (y) the price per unit paid by the purchasers of such equity securities in the Qualified Financing. Accordingly, the conversion price isnot* a fixed price per share and will equal the price per unit paid by investors in the applicable Qualified Financing; the Bridge Notes donot provide for conversion at a discount to, or a premium over, such price.

In* Julyand August 2026,the Company received cash advances of approximately $0.4 million from a group of new and existing investors in connection with a private placement transaction expected to close in thethird* quarter of2026. These funds remain the property of the respective investors and are being held in escrow by the Company pending the execution of a common stock purchase agreement, which is expected to occur in thethird quarter of2026.

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