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Moleculin Biotech, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

MBRX$8.70-0.3%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

Notes to the Condensed Consolidated Financial Statements

1. Nature of Business

The terms “MBI” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc. MBI is a clinical-stage pharmaceutical company, organized as a Delaware corporation in* July 2015.MBI is a late-stage pharmaceutical development company currently conducting a pivotal Phase2/3* trial evaluating Annamycin, also known by its non-proprietary name "naxtarubicin", in combination with cytarabine for the treatment of subjects with relapsed/refractory (R/R) acute myeloid leukemia (AML). The Company hastwo additional portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded primarily by investigators at academic institutions. In* June 2018,we formed Moleculin Australia Pty. Ltd., a wholly owned subsidiary to oversee pre-clinical development in Australia. In April 2026,the board of directors of both MBI and the Australian subsidiary approved the closing of this subsidiary to reduce corporate overhead costs. With the MIRACLE trial focused in the US, Europe, and, possibly, the Middle East, future activities arenot* anticipated to include Australia.

Each of itsthree core technologies is based substantially on discoveries at, or in conjunction with and with rights originating from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas, and featuresone or more drugs that have successfully completed a Phase1 clinical trial. Three of its drug candidates have shown human activity in clinical trials and are currently or have been in Phase1B/2 or Phase2 clinical trials. Since MBI’s inception, its drugs have completed, are in planning, are currently in, or have been permitted to proceed in,eighteen clinical trials. Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, has completed several clinical trials in AML and soft tissue sarcoma and in* March 2025began treating subjects in its Phase2/3* clinical trial for the treatment of R/R AML. The latter is the main focus of the Company’s management and resources. Annamycin was intwo concluded Phase1B/2 clinical trials for treating soft tissue sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS),one of which was physician-sponsored. The Company announced in2025 a physician-sponsored trial for Annamycin for the treatment of pancreatic cancer intended to begin in thesecond half of2026. Additionally, there is another Phase1B/2 clinical trial that is physician sponsored which is investigating usingWP1066 in combination with radiation for the treatment of glioblastoma, a form of brain cancer. There is another pediatric brain tumor trial also in the planning stages for late2026.

The physician-sponsored trials utilize primarily external funds, such as grant funds, which arenot presented in these financial statements. The Company doesnot have manufacturing facilities, and all manufacturing activities are contracted out tothird parties. Additionally, the Company doesnot have a sales organization. The Company’s overall strategy is to seek potential out-licensing or outsourcing opportunities with development/commercialization strategic partners who are better suited for the marketing, sales and distribution of its drugs, if approved.

In2019, the Company sublicensed its technologies to Animal Life Sciences, Inc. (ALI), to enable research and commercialization for non-human use and share development data. As part of this agreement, ALI issued to the Company a 10% equity interest in ALI.

2. Basis of presentation, principles of consolidation, and significant accounting policies and liquidity

Reverse Stock Split - On December 1, 2025,pursuant to authority granted by our stockholders, the Company effected a1-for-25 reverse stock split of our common stock and the filing of an amendment to our amended and restated certificate of incorporation to effectuate the reverse stock split. The amendment provides that, everytwenty-five shares of our issued and outstanding common stock will automatically be combined intoone issued and outstanding share of common stock, without any change in par value per share, which will remain at*$0.001.* The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Certain amounts in the financial statements, the notes thereto, and elsewhere in the Form10-Q* may*be slightly different than previously reported due to rounding up of fractional shares as a result of the reverse stock split.

Basis of Presentation – Condensed Consolidated Financial Information - The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for financial information, and in accordance with the rules and regulations of the US Securities and Exchange Commission (SEC) with respect to Form10-Q and Article8 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by US GAAP for complete financial statements. The condensed consolidated financial statements furnished reflect all normal adjustments, which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. Interim results arenot necessarily indicative of the results for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company as of* December 31, 2025*, and for the year then ended, including the notes thereto contained in the Form10-K filed with the SEC on* March 18, 2026.*

Principles of Consolidation - The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company views its operations and manages its business inone operating segment. All material long-lived assets of the Company reside in the United States. In accordance with FASB ASC Topic280, Segment Reporting, the Company views its operations and manages its business asone segment. As a result, the financial information disclosed herein represents all of the material financial information related to its principal operating segment.

****Segment Information - Management has determined that the Company operates inone reportable segment, which is the development and commercialization of drug products. The Company's chief operating decision maker (CODM) is its Chief Executive Officer and Chairman, who reviews financial information presented on a consolidated basis. The CODM primarily uses consolidated net loss, which is also reported on the Consolidated Statements of Operations and Comprehensive Loss as net loss, to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. The significant expense categories within net loss from operations that the CODM regularly reviews are research and development expenses and general and administrative expenses. The significant expense categories and subcategories are reported on the Consolidated Statements of Operations and Comprehensive Loss. Other expenses included in the Company’s net loss include change in fair value of warrant liabilities, other income (expense), interest income, net, and any additional non-operating expenses that are reported on the Consolidated Statements of Operations and Comprehensive Loss.

Significant Accounting Policies- The Company's significant accounting policies are described in Note2, Basis of Presentation, principles of consolidation and significant accounting policies and liquidity, to the consolidated financial statements included in the Company's Annual Report on Form10-K for the year ended* December 31, 2025*. There have beenno material changes to the significant accounting policies during thethree andsix months ended* June 30, 2026*, except as discussed further below under Changes in Accounting Policy.

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Use of Estimates - The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors mayaffect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often mayyield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process* may*result in actual results differing materially from those estimated amounts used in the preparation of financial statements. Estimates are used in the following areas, among others: fair value estimates on intangible assets, warrants, and stock-based compensation expense, as well as accrued expenses and taxes.

Going Concern and Liquidity - These condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations and the attainment of profitable operations. As of * June 30, 2026, the Company had an accumulated deficit of$226.5 million since inception and hadnot yet generated any revenues from operations. Additionally, management anticipates that its cash on hand of$7.3 million as of June 30, 2026*, isnot sufficient to fund its planned operations for a period of at leastone year from when these condensed consolidated financial statements are issued. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These unaudited condensed consolidated financial statements donot include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to seek additional funding throughone or more of the following: a combination of equity offerings, debt financings, government or otherthird-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. There can beno assurance that such events or a combination thereof can be achieved.

Cash and Cash Equivalents - Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company maintains cash accounts principally atone financial institution in the US, which at times,* mayexceed the Federal Deposit Insurance Corporation’s limit. The Company hasnot* experienced any losses from cash balances in excess of the insurance limit. The Company’s management doesnot believe the Company is exposed to significant credit risk at this time due to the financial condition of the financial institution where its cash is held.

***Intangible Assets – Acquired intangible assets identified as in-process research and development (IPR&D) assets, are considered indefinite lived until the completion or abandonment of the associated research and development efforts. If the associated research and development effort is abandoned, the related IPR&D assets will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. Intangible assets are tested for impairment on an annual basis, which was completed as of September 30, 2025,*and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.No impairments of intangible assets have been identified during any of the periods presented.

**Prepaid Expenses and Other Current Assets -**Prepaid expenses and other current assets consist of the following (in thousands):

June 30, 2026December 31, 2025
Prepaid insurance$1,035$512
Vendor prepayments and deposits388278
Prepaid sponsored research3411
Non-trade receivables47
Total prepaid expenses and other current assets$1,461$808

Other Non-Current Assets- The Company provided a cash deposit on the MB-108 trial that is expected to be held as a prepayment until the end of the study in2029.

**Fair Value of Financial Instruments -**The Company's financial instruments consist primarily of non-trade receivables, accounts payable, accrued expenses and its warrant liability. The carrying amount of non-trade receivables, accounts payable, and accrued expenses approximates their fair value because of the short-term maturity of such.

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into athree-level fair value hierarchy in accordance with US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level1) and lowest priority to unobservable inputs (Level3).

Assets and liabilities recorded in the condensed consolidated balance sheets at fair value are categorized based on a hierarchy of inputs as follows:

Level1 – Unadjusted quoted prices in active markets of identical assets or liabilities.

Level2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level3 – Unobservable inputs for the asset or liability.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability discussed in Note4.

The following table provides the financial liabilities reported at fair value and measured on a recurring basis at* June 30, 2026* and* December 31, 2025* (table in thousands):

DescriptionFair ValueLevel 1Level 2Level 3
Fair value of warrant liability as of June 30, 2026:$40$—$—$40
Fair value of warrant liability as of December 31, 2025:$44$—$—$44

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The table below of Level3 liabilities (table in thousands) begins with the valuation as of the beginning of thesecond quarter and then is adjusted for changes in fair value that occurred during thesecond quarter. The ending balance of the Level3 financial instrument presented above represents the Company's best estimates and* may**not* be substantiated by comparison to independent markets and, in many cases, couldnot be realized in immediate settlement of the instruments.* *

Three Months Ended June 30, 2026Warrant Liability Long-Term
Balance, March 31, 2026$33
Change in fair value - net7
Balance, June 30, 2026$40

The table below of Level3 liabilities (table in thousands) begins with the valuation as of* December 31, 2025and then is adjusted for changes in fair value that occurred during thesix* months ended* June 30, 2026*. The ending balance of the Level3 financial instrument presented above represents the Company's best estimates and* may**not* be substantiated by comparison to independent markets and, in many cases, couldnot be realized in immediate settlement of the instruments.

Six Months Ended June 30, 2026Warrant Liability Long-Term
Balance, December 31, 2025$44
Warrants issued23,435
Warrants exercised(1)
Warrants reclassification(12,675)
Change in fair value - net(10,763)
Balance, June 30, 2026$40

Loss Per Common Share - Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and warrants to purchase common stock are considered to be common stock equivalents. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. For thethree months ended June 30, 2026and2025, approximately 12.7 million and 1.0 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect. For thesix months ended* June 30, 2026and2025,* approximately 11.3 million and 0.7 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

**Subsequent Events - The Company’s management reviewed all material events through the date of these unaudited condensed consolidated financial statements were issued. See Note8. Subsequent Eventsincluded in these unaudited condensed financial statements.

**Recent Accounting Pronouncements -In December 2025,the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,2025-12, Codification Improvements, which clarifies various topics in the Accounting Standards Codification to improve consistency and address technical corrections. Key improvements include (clarifying the calculation of diluted earnings per share (EPS) when a loss from continuing operations exists. The amendments in this update are effective for the Company beginning January 1, 2027,**with early adoption permitted. Currently, the Company is assessing the potential impact of this guidance on its condensed consolidated financial statement disclosures.

In* December 2025,the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU,2025-11, Interim Reporting (Topic270*): Narrow-Scope Improvements. This standard clarifies current interim reporting requirements on topic270 and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This standard will be effective for fiscal years beginning after* December 15, 2027,*with the option to apply it retrospectively. Early adoption is allowed. Currently, the Company is assessing the potential impact of this guidance on its condensed consolidated financial statement disclosures.

In* November 2024and January 2025,FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments are effective for fiscal years beginning after* December 15, 2026,and for interim periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may*have on its consolidated financial statements and related disclosures but expects additional disclosures upon adoption.

There areno other effective pronouncements, or pronouncements issued butnot yet effective, if adopted, that would have a material effect on the accompanying financial statements.

Change in Accounting Policy - During the quarter ended* September 30, 2025,the Company changed its accounting policy related to the classification of certain outstanding warrants. Prior to the change in accounting policy, the Company's policy was to account for warrants with a certain contingent settlement provision as liability warrants, initially measuring them at fair value on the date of issuance. The warrants were previously remeasured at fair value at the end of each reporting period, with the related liability reflected on the Company's balance sheet. The changes in fair value during each previous reporting period were recognized as a gain (loss) from change in fair value of warrant liability in the Company's condensed consolidated statement of operations. The Company has changed its policy and warrants that contain this certain contingent settlement provision will be accounted as equity under ASC815*-40-15-7C through15-7F and ASC505. The Company concluded that accounting for its warrants as equity instruments is preferable under ASC250, as equity classification better reflects the economic substance of the arrangement and enhances the clarity and consistency of the Company's financial reporting. As a result of this change in accounting policy, all warrants issued prior to2025, and certain warrants issued in2025, that were previously accounted for as liability awards due to the certain contingent settlement provision will now meet the equity classification criteria under ASC815-40 and will be classified as equity instruments. The effects of the change in accounting policy from warrant liabilities to equity have been retrospectively applied to all periods presented in these condensed consolidated financial statements. Certain warrants issued in2025 will continue to be classified as a liability as these warrants contain features other than the contingent settlement provision that cause liability classification. See also Note4 - Warrants and Equity.

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As a result of the change in accounting policy, the Company adjusted accumulated deficit, and additional paid-in capital to reverse previously recorded mark-to-market fair value changes of the liability-classified warrants. Warrants classified as liability warrants were adjusted retrospectively from* January 2017to June 2025,and the beginning balances have been adjusted for the policy change to equity warrant classifications. Accumulated deficit as of January 1, 2024,*changed from $131.6 million, as reported under the liability classification, to $146.4 million under the equity classification.

The following financial statement line items were impacted by the change in accounting policy, as shown in the tables below (in thousands, except per common share data):

Three Months Ended · Six Months Ended
June 30, 2025June 30, 2025
As ReportedAs AdjustedEffect ofAs ReportedAs AdjustedEffect of
Under Old PolicyUnder New PolicyChangeUnder Old PolicyUnder New PolicyChange
Condensed Consolidated Statement of Operations
Gain (loss) from change in fair value of warrant liability$9,609$(560)$(10,169)$18,663$(560)$(19,223)
Transaction costs allocated to warrant liabilities(1,207)(1,207)—(2,995)(1,207)1,788
Loss on issuance of warrant liabilities(10,352)(10,352)—(18,150)(10,352)7,798
Net loss(7,640)(17,809)(10,169)(14,076)(23,713)(9,637)
Net loss per common share - basic and diluted(12.30)(28.68)(16.38)(28.26)(47.61)(19.35)
Other comprehensive income (loss)(7,640)(17,809)(10,169)(14,073)(23,710)(9,637)

The change in accounting policy didnot have a material effect on the statement of cashflows for any current or prior period presented.

3. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following components (in thousands):

June 30, 2026December 31, 2025
Payroll and bonuses$2,612$1,821
Research and development1,9111,117
Legal, regulatory, professional and other308271
Operating lease liability - current145137
Total accrued expenses and other current liabilities$4,976$3,346

4. Warrants and Equity

Warrant and Stock Issuances

During* Juneof2026,* Series H warrants were exercised for the issuance of 1,396,500 shares at $2.01 per share for proceeds of approximately $2.8 million.

On* February**19,* 2026, the Company entered into warrant inducement agreements with certain holders of our existing equity-classified Series E and Series F warrants. Pursuant to the agreements, the holders exercised warrants to purchase an aggregate of 2,122,652 shares of the Company’s common stock at an exercise price of $3.90 per share, resulting in aggregate gross proceeds of approximately $8.3 million. In consideration for such exercises, the Company issued new Series H warrants to purchase up to 6,367,956 shares of common stock. The Series H warrants have afive-year term and had an initial exercise price of $2.3976 per share. The warrants contain customary anti-dilution adjustments and beneficial ownership limitations and became exercisable upon stockholder approval in* April 2026.*As a result of the completion of this transaction, the exercise price of the Company’s outstanding Series E warrants was adjusted to $3.00 per share, and the number of shares underlying the remaining outstanding Series E warrants increased, in each case pursuant to the anti-dilution provisions contained in such warrants. In addition, the exercise price of the Company’s outstanding Series F warrants was adjusted to $2.75 per share, and the exercise price of the Company’s outstanding Series G warrants was adjusted to $2.3976 per share.

During thesix months ended* June 30, 2026,*the Company recorded deemed dividends resulting from the downward adjustment to the exercise price of certain warrants and the increase in the number of shares underlying certain outstanding warrants, in each case triggered by the anti-dilution provisions contained in the original warrant agreements. The deemed dividends were recorded to additional paid-in capital and recognized as a reduction to income available to common stockholders.

Warrants

The Company uses the Monte Carlo simulation model to reflect the impact of the down round feature to the warrants and also uses a Black-Scholes option pricing model (BSM) to determine the fair value of its liability warrants at each reporting date, the date of issue and any other measurement date during the quarter. The risk-free interest rate assumption is based upon observed interest rates onzero coupon US Treasury bonds linearly interpolated to obtain a maturity period commensurate with the term of the warrants. Estimated volatility is a measure of the amount by which the Company's stock price is expected to fluctuate each year during the expected life of the warrants.

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Liability Classified Warrants

The assumptions used in determining the fair value of the Company's outstanding liability classified warrants are as follows:

June 30, 2026December 31, 2025
Risk-free interest rate4.13.6%
Volatility125.1114.3%
Expected life (years)4.14.6
Dividend yield—%—%

A summary of the Company's liability classified warrant activity during thesix months ended* June 30, 2026* and related information follows:

Number of Shares · Range of Warrant Exercise · Weighted Average · Weighted Average Remaining Contractual
Under Warrant · Price per Share · Exercise Price · Life (Years)
Balance at January 1, 202614,240$3.90$3.90$3.904.6
Granted6,367,956$2.40$2.40$2.405.2
Adjustment for VWAP3,589$3.00$3.00$3.004.1
Exercised(2,279)$3.90$3.90$3.905.2
Reclassed to equity warrants(6,367,956)$2.40$2.40$2.405.2
Balance at June 30, 202615,550$3.00$3.00$3.004.1
Exercisable at June 30, 202615,550$3.00$3.00$3.004.1

For a summary of the changes in fair value and the impact of changes in accounting policy associated with the Company's warrant liability for thesix months ended* June 30, 2026*, see Note2 - Basis of presentation, principles of consolidation and significant accounting policies and liquidity.

Equity Classified Warrants

A summary of the Company's equity classified warrant activity during thesix months ended* June 30, 2026* and related information follows:

Number of Shares · Range of Warrant Exercise
Under Warrant · Price per Share
Balance at January 1, 20267,588,026$2.75$1,361.25
Granted115,000$2.48$2.64
Adjustment for VWAP593,085$3.00$3.00
Exercised(3,519,152)$2.01$3.90
Reclassed from liability warrants6,367,956$2.40$3.00
Expired warrants(191)$1,361.25$1,361.25
Balance at June 30, 202611,144,724$2.01$1,155.00
Exercisable at June 30, 202610,982,056$2.01$1,155.00

At Market Issuance Sales Agreement (ATM)

On* December 23, 2025,the Company increased the maximum aggregate gross sales price of the Company’s common stock that maybe offered, issued and sold under a certain At Market Offering Agreement (2025 ATM Agreement) with Roth Capital Partners, LLC (Roth), which the Company initially entered into in July 2025,from $6.5 million to $8.2 million. Pursuant to the terms of the2025* ATM Agreement, the Company* mayoffer and sell shares of its common stock having an aggregate offering price of up to $8.2 million from time to time through or to Roth, acting as sales agent or principal. Roth maysell shares of the Company’s common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and either party mayterminate the2025* ATM Agreement upontwo business days’ notice.

The Company paid Roth a commission equal to 3.0% of the gross proceeds from any shares of common stock sold under the2025 ATM Agreement, in addition to reimbursing certain expenses. The2025 ATM Agreement will terminate upon the sale of shares having an aggregate offering price equal to the maximum amount authorized under the agreement. During thefirst quarter of2026, the Company sold 3,785 shares of common stock pursuant to the2025 ATM Agreement for gross proceeds of approximately $18,000.

During* May 2026,the Company sold an additional 354,757 shares of common stock pursuant to the2025* ATM Agreement for net proceeds of approximately $0.8 million. The lowest price of the shares sold was $2.01. As a result and due to provisions in certain warrants, deemed dividends of $0.3 million were recorded as a reduction to income available to common stockholders.

5. Stock-Based Compensation

Stock-based compensation expense for thethree andsix months ended* June 30, 2026and2025*, respectively, is as follows (table in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
General and administrative$256$300$503$665
Research and development180117313237
Total stock-based compensation expense$436$417$816$902

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The Company recorded stock compensation expense for the equity classified warrants relating to non-employee consulting agreements of $47,000 and $29,000 for thethree months ended* June 30, 2026and2025*, and $86,000 and $56,000 for thesix months ended* June 30, 2026and2025,* respectively, which are included in the table above. As of* June 30, 2026and2025*, there were $305,000 and $319,000 in unrecognized stock compensation expense, respectively, related to the Company's equity classified warrants. As of* June 30, 2026*, there were 14,105 shares remaining to be issued under the Company's equity compensation plan.

6. Income Taxes

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company doesnot expect to pay any significant federal, state, or foreign income taxes in2026 as a result of the losses recorded during thethree andsix months ended* June 30, 2026* and the additional losses expected for the remainder of2026 and cumulative net operating loss carryforwards. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely thannot” that some component or all of the benefits of deferred tax assets willnot be realized. As a result, as of* June 30, 2026* and* December 31, 2025*, the Company maintained a full valuation allowance for all deferred tax assets.

The Company recordedno income tax provision for thethree andsix months ended* June 30, 2026and2025*, respectively. The effective tax rate for thesix months ended* June 30, 2026and2025* isnil. The income tax rates vary from the federal and state statutory rates primarily due to the change in fair value of the stock warrants, Internal Revenue Code Section162(m) limitations and ISO activity, as well as the valuation allowances on the Company’s deferred tax assets. The Company estimates its annual effective tax rate at the end of each quarterly period. Jurisdictions with a projected loss for the year whereno tax benefit can be recognized due to the valuation allowance could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.

On* July 4, 2025,the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing US tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, repealing certain clean energy initiatives, in addition to other changes. The Company continues to evaluate the impact the new legislation will have on the consolidated financial statements, but the Company doesnot* anticipate a significant impact due to the Company’s valuation allowance position.

7. Commitments and Contingencies

In addition to the commitments and contingencies described elsewhere in these notes, see below for a discussion of the Company's commitments and contingencies as of* June 30, 2026*.

Lease Obligations Payable

The following summarizes quantitative information about the Company's operating leases for thethree andsix months ended* June 30, 2026and2025*, respectively (table in thousands):

Three Months Ended June 30,Six Months Ended June 30,
Lease cost:2026202520262025
Operating lease cost$37$38$75$75
Variable lease cost771414
Total$44$45$89$89

The Company executed an amendment to extend the corporate office lease until* August 31, 2029,*with an option to renew. The Company is required to remit base monthly rent of approximately $4,700 which will increase at an average approximate rate of 2%each year. The Company is also required to pay additional rent in the form of its pro-rata share of certain specified operating expenses of the building.

The Company has an extended lab lease until* September 30, 2027,withno* further right or option to renew. The Company recorded approximately $12,000 in sublease income for thethree months ended* June 30, 2026and2025*, and $37,000 for thesix months ended* June 30, 2026and2025*. Sublease income is recorded as other income, net on the Company's condensed consolidated statement of operations and comprehensive loss. Operating cash flows from operating leases was $41,000 and $39,000 for thethree months ended* June 30, 2026and2025*, respectively, and $81,000 and $79,000 for thesix months ended* June 30, 2026and2025*, respectively.

Licenses

MD Anderson -Total expenses related to the Company's license agreements with MD Anderson were $33,000 for both thethree months ended June 30, 2026and2025, and $65,000 and $83,000 for thesix months ended* June 30, 2026and2025*, respectively. In* October 2025,the Company entered intotwo* separate options to license certain intellectual property related toWP1122 and a new formulation onWP1066. Such licenses are tied to continued support of sponsored research at MD Anderson discussed below.

Sponsored Research Agreements - The expenses recognized under the agreements were$212,000 and $51,000 for thethree months ended* June 30, 2026and2025*, respectively, and $424,000 and $313,000 for thesix months ended* June 30, 2026and2025*, respectively. The Company entered into a research agreement with MD Anderson until2027. Such research supports the development efforts of the Company'sthree core technologies.

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8. Subsequent Events

On* August 3, 2026,the Company completed a public offering of (i)12,376,667 shares of common stock, or pre-funded warrants in lieu thereof, and (ii) Series I Warrants to purchase up to 37,130,001 shares of common stock. The combined public offering price was $0.75 per share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant. Each pre-funded warrant is exercisable intoone share of common stock at an exercise price of $0.001 per share and expires when exercised in full. The Series I Warrants are exercisable intoone share of common stock at an exercise price of $0.75 per share and expire on thefive-year anniversary of the closing date. The Series I Warrants contain anti-dilution provisions that reduce the exercise price (subject to a floor price of $0.21) in the event the Company issues common stock or common stock equivalents at a price below the then-current exercise price, other than in connection with certain exempt issuances. In connection with the offering, the Company agreednot* to issue any shares of common stock or securities convertible into common stock for45 days after the closing date, subject to certain exceptions, and agreednot to effect any variable rate transaction for180 days after the closing date. The Company received gross proceeds of approximately $9.3 million in the offering, before deducting placement agent fees and other offering expenses. The Company paid total placement agent fees and other offering expenses of approximately $0.8 million. Due to the pricing of the offering, and certain provisions, the exercise price of the Company’s outstanding Series G warrants was adjusted to $1.326 per share, and the exercise price of the Company’s outstanding Series H warrants was adjusted to $0.962 per share. The Company issued 11,088,334 common shares, and prefunded warrants for 1,288,333 shares, which were exercised shortly after the offering.

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