JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –Organization and Description of Business

Jupiter Neurosciences, Inc. (“JNS,” “we,” “us,” “our,” or the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company incorporated in Delaware in January 2016. The Company has developed a unique resveratrol platform product primarily targeting treatment of neuro-inflammation. The product candidate, called JOTROL, has many potential indications of use for rare diseases. We are primarily targeting Parkinson’s Disease. In addition, and more broadly, JOTROL has potential indications for use related to the rare diseases Mucopolysaccharidoses Type 1, Friedreich’s Ataxia, and MELAS as well as the larger Mild Cognitive Impairment/early Alzheimer’s disease.

JOTROL has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation, without causing gastrointestinal side effects. Based on the results of the Company’s Phase I study, JOTROL may resolve the major obstacle of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously conducted human trials with resveratrol as well as preclinical trial results in mice and rats.

The Company’s Phase 1 dose finding pharmacokinetics (“PK”) study was completed in 2021 and funded by the U.S. National Institute on Aging, an institute of the U.S. National Institutes of Health (“NIH”): Safety and Pharmacokinetics of JOTROL for Alzheimer’s Disease, Federal Award Identification Number R44AG067907-01A1 (the “Award”). This Phase 1 PK study will be homogeneous for all indications where JOTROL will be used in Phase II and Phase III clinical trials.

Initial Public Offering

In December 2024, the Company’s sold 2,750,000 shares of Common Stock at a price of $4.00 per share for gross proceeds of $11 million before underwriting discounts and other related expenses in a registered initial public offering (the “IPO”). Net proceeds, after deducting underwriting discounts, commissions, and offering-related expenses, were approximately $9,725,213. In connection with the Public Offering, the Company’s Common Stock began trading on The Nasdaq Capital Market under the symbol “JUNS.”

Nasdaq Minimum Bid Price Compliance

On March 21, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum closing bid price of $1.00 per share for at least 30 consecutive business days. Based on the 30 consecutive business days from February 6, 2025 through March 20, 2025, the Company’s Common Stock failed to meet this requirement.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until September 17, 2025, to regain compliance by maintaining a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

On July 9, 2025, the Company received written confirmation from Nasdaq that it had regained compliance with Listing Rule 5550(a)(2), as the closing bid price of its common stock had been at or above $1.00 per share for 13 consecutive business days (June 18, 2025 through July 8, 2025).

Note 2 –Significant Accounting Policies

Basis of presentation, Liquidity and Management’s Plans

The accompanying condensed consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). U.S. GAAP contemplates the continuation of the Company as a going concern. The Company has had no revenues from product sales since inception and incurred a net loss of $6,069,866 and had negative cash flows of operations totaling $3,045,713 for the nine months ended September 30, 2025, and a cumulative net loss since inception totaling $32,091,995.

In management’s opinion, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report. The Company plans to finance future operations with proceeds from equity securities, grant awards and strategic collaborations. However, there is no assurance that the Company will be able to affect transactions on commercially reasonable terms, if at all.

Business Segment

Business segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis. The Company views its operations and manages its business in two operating segments: (i) the production and sale of premium nutritional supplements, and (ii) pharmaceutical operations focused on the development of drug candidates.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known.

Significant estimates during the three and nine month periods ended September 30, 2025 and 2024 include valuation of share based arrangements and those related to the recognition and disclosure of income taxes.

Cash

The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. From time to time, the Company has cash and cash equivalent balances in excess of the FDIC insured limit of $250,000. As of September 30, 2025 cash and cash equivalent balances in excess of the FDIC limit totaled $468,589.

Prepaid Contracts

Prepaid contracts are related to certain agreements for which the services are being rendered by the counterparty over the three year term of the agreement and the value of which is expensed ratably over that term. See further discussion in Note 6 - Stockholders’ Equity.

Research and Development

Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the condensed consolidated financial statements as prepaid or accrued research and development expense, as the case may be.

Income Taxes

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of September 30, 2025 and December 31, 2024, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets.

Earnings Per Share of Common Stock

Basic earnings per share (“EPS”) is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share includes the effect, if any, from the potential exercise or conversion of securities, which would result in the issuance of incremental shares of common stock, using the treasury stock method, unless the effect would be anti-dilutive.

The following table summarizes outstanding instruments at September 30, 2025 excluded from the computation of diluted EPS as to do so would have been antidilutive:

Stock-Based Compensation

The grant date fair value of stock-based awards issued to employees, non-employees and members of the board of directors, determined using the Black-Scholes option pricing model and ratably expensed over the requisite service period, which is generally the vesting term of the award. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock, risk-free interest rates and future dividend yields.

Clinical Trial Expenses

When applicable in preparing financial statements, the Company estimates clinical trial-related expenses based on contracts with vendors, clinical sites, and consultants. Because payment timing often differs from service delivery, the Company records expenses according to actual service performance and trial progression, using discussions with internal staff and external providers. Estimates are periodically adjusted as actual results become known. Accurate accruals depend on timely reporting from third-party vendors, and differences between estimated and actual expenses, though not expected to be significant, may occur.

Fair Value of Financial Instruments and Fair Value Measurements

The Company measures and presents financial instruments at estimated Fair Value. Fair Value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company at each reporting date.

Disclosures related to fair value are categorized in a three level hierarchy (“Fair Value Hierarchy”), generally based on whether the inputs to the valuation techniques utilized to calculated fair value are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the Fair Value Hierarchy are briefly described as follows:

In instances where the determination of the fair value measurement is based on inputs from different levels of the Fair Value Hierarchy, the level in which the fair value of a financial instrument is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value based on the short-term maturity of these instruments. The amount reported in the condensed consolidated balance sheet for note payable, related party approximates fair value as the interest rate substantially equivalent the Company’s incremental borrowing rate for an instrument with similar terms and time to maturity.

See Note 5 - Convertible Debt and Derivative Liability.

Derivative Instruments

Derivative instruments measured at fair value. Gains or losses resulting from changes in the fair value of derivatives instruments recorded as assets or liabilities are recognized in earnings at each reporting period.

Leases

Operating lease right-of-use (“ROU”) assets and related operating lease liabilities are recognized based on the present value of future minimum lease payments over the expected term of the lease after taking into account the likelihood of renewals and extensions.at inception. In the event an implicit interest rate is not present in the lease agreement, the Company utilizes its incremental borrowing rate at lease inception in order to determine the present value. Short term leases with an initial term of less than twelve months are expensed as incurred.

Note 3 –Related Party Transactions

Note payable, related party

From 2023 through 2024, the Company’s Chief Executive Officer (CEO) loaned the Company working capital. The balance outstanding, totaling $146,432 at both September 30, 2025 and December 31, 2024, is due on demand and accrues interest at 3% per annum. Accrued but unpaid interest relating to the loan totaled $4,350 and $1,064 as of September 30, 2025 and December 31, 2024, respectively, and is included in accrued interest on the accompanying condensed consolidated balance sheets. See Note 9 – Subsequent Events –Notes payable, related party for repayment of notes.

Other

As of September 30, 2025 and December 31, 2024, $136,105 and $64,105, respectively, were payable to Titan Advisory Services LLC (“Titan”), a company wholly owned by our Chief Financial Officer, pursuant to a Master Services Agreement (“MSA”) dated December 31, 2022. Under the MSA, Titan provides executive finance and corporate support services to the Company, including service by Saleem Elmasri as Chief Financial Officer.

Note 3 – Related Party Transactions, continued

Equity Instruments Exchanged for Accrued Compensation

In March 2024, in exchange for the issuance of 49,605 stock options, with a strike price of $1.33, and 7,500 restricted stock units (“RSUs”), a former executive relinquished his right to receive $100,000 of previously accrued, but unpaid compensation The grant date fair value of the stock options and RSUs totaled $60,000, resulting a $40,000 gain, which is included other income in the accompanying 2024 statement of operations.

Note 4 –Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

Accrued compensation of $1,849,052 and $1,415,093 as of September 30, 2025 and December 31, 2024, respectively, includes amounts due to certain executives and board fees. Prior to the effectiveness of the Company’s IPO, in order to conserve cash, certain executives agreed to defer payment for compensation earned, which was accrued. Upon the completion of the initial public offering in December 2024, the Company resumed paying the executives for compensation as it was earned. The Company will make payments to reduce the balance of accrued compensation, but only in the event the Company has available cash to do so without otherwise negatively impacting the Company’s business plans.

On July 2, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of an aggregate of 357,448 stock options issued to certain executives with an exercise price equal to the closing price of the Company’s Common Stock on the grant date, a ten-year term, and which vest in equal annual installments over a three-year period, subject to continued employment. In addition, the Compensation Committee approved cash bonuses totaling $449,000 payable to certain officers and a third-party advisor for services render through December 31, 2024. However, the payment of such amounts is contingent upon the Company maintaining cash on hand of at least $3,500,000. Accordingly, no payments will be made until this condition is satisfied. The Company accrued for the liability as accrued compensation as of September 30, 2025.

Note 5 –Convertible Debt and Derivative Liability

Convertible Debt I

Between August and December 2021, the Company issued convertible notes (collectively, “Notes I”) totaling $527,650, originally maturing on July 31, 2022, with an interest rate of 1%. Notes I featured an automatic conversion feature upon an IPO into Common Stock at 70% of the IPO price. Various amendments extended the maturity, ultimately to December 31, 2024, and increased the interest rate to 10%. In December 2024, following a successful IPO, the then outstanding principal and accrued interest totaling $636,852 Notes I converted into 227,447 shares of Common Stock at $2.80 per share.

Convertible Debt II

On April 11, 2022, the Company issued a senior secured convertible note (“Note II”) and 514,403 shares of Common Stock for net proceeds of $977,333 ($1,000,000 less origination costs and an embedded discount). Note II had an original principal of $1,111,111. The original terms of Note II included, among other provisions, penalties and stock conversions at substantial discounts upon default or qualified offerings. Various amendments were executed which extended principal repayment dates and increased repayment premiums resulting in losses on debt extinguishment totaling $887,946 in 2023. On April 24, 2024, Note II was further modified, removing the conversion feature, increasing principal to $1,377,778, and extending the maturity, resulting in a gain on modification of $951,868 and an increase to derivative liability of $407,494. Note II was fully repaid in December 2024 for $2,102,797, which included all outstanding principal and accrued interest.

Convertible Debt III

On March 1, 2023, the Company issued a convertible note (“Note III”) with a principal amount of $150,000 in connection with an investor relations settlement, maturing February 28, 2026 and a compounding 5% annual interest rate. In December 2024, the then outstanding balance of Note III totaling $178,386 was fully repaid, which included all then outstanding principal and accrued interest.

Note 5 – Convertible Debt and Derivative Liability, continued

Interest

During the three and nine months ended September 30, 2024, interest expense of $96,924 and $186,906, respectively, is included in the accompanying 2024 condensed consolidated statement of operations, related to Notes I, II and III (collectively, the “Notes”), all of which were paid in full in December 2024.

Embedded Derivative

Based on the terms of the Notes, the Company determined, at the time of issuance, that the conversion option represented an embedded component of a host instrument, the Notes, and was required to be accounted for separately as a derivative financial instrument. Accordingly, the Company recorded the value of the embedded conversion option as a derivative liability with a corresponding discount to the face value of the Notes at the time of issuance. Thereafter, the derivative liability was measured at fair value, as determined using a Monte Carlo valuation model, at each reporting date and changes in fair value were recognized through earnings.

During the second quarter of 2024, the terms of Note II were modified including the terms of the conversion option accounted for as a derivative liability. In connection therewith, the fair value of the derivative liability was measured based on the modified terms and as a result of that remeasurement, the Company recorded a gain totaling $951,868, which is included in other income in the accompanying 2024 statement of operations.

During the three and nine months ended September 30, 2024, the Company recorded a loss totaling $9,885 and $53,257, respectively, relating to the change in the fair value of the derivative liability. There wasno such gain or loss during the three or nine months ended September 30, 2025 as the Notes were paid in full in December 2024 eliminating the related derivative liability.

Significant assumptions utilized in the determination of the fair value of derivative liabilities utilizing a Monte Carlo valuation model were as follows:

Note 6 –Stockholders’ Equity

Common Stock

The Company is authorized to issue 125,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. The Company had 34,294,546 shares of Common Stock issued and outstanding as of September 30, 2025. There wereno shares of Preferred Stock issued and outstanding as of September 30, 2025.

During the nine months ended September 30, 2025, the Company issued 103,186 shares of Common Stock, with an aggregate fair value of $66,000, as consideration for services rendered related to media and investor relations activities, strategic communications support, enhancement to the Company’s market visibility and shareholder engagement. The fair value of the shares issued was determined based on the market price of the Company’s Common Stock at the date of issuance and is included general and administrative expenses in the accompanying 2024 condensed consolidated statement of operations.

See Note 6 – Stockholders’ Equity –Restricted Stock Units for additional details regarding the issuance and reversal of Common Stock related to the vested restricted stock units.

See Note 6 – Stockholders’ Equity –Warrants for additional details regarding the issuance of Common Stock upon amendment and exercising of warrants.

Service Agreement

On June 3, 2024, The Company entered into service agreements with three separate entities, each with a 36-month term. In connection therewith the Company issued an aggregate of 3,487,500 restricted shares of Common Stock,1,162,500 ratably to each entity with an aggregate fair value at issuance totaling $4,638,375 which were registered upon the closing of the IPO in December 2024. In addition, each of the entities agreed to and ultimately purchased 37,500 shares of the Company’s Common Stock at a purchase price of $1.33 per share prior to the effective date of the IPO, resulting in aggregate proceeds of $150,000.

Pursuant to the agreements, the counterparties are obligated to perform certain services, as defined, and the Company is recognizing the fair value of the issued restricted shares as compensation expense over the 36-month term, the requisite service period. During the three and nine months ended September 30, 2025 the Company recorded compensation expense of $389,707 and $1,156,410, respectively, related to the agreement, which in general and administrative expenses in the accompanying condensed consolidated statements of operations. There wasno such expense recorded during the nine months ended September 30, 2024 due to the timing of the execution of the service agreements.

Stock Options

The Company grants stock under the provisions of its 2021 Equity Incentive Plan (“the Plan”).

On January 24, 2024, the Company granted 180,000 stock options to a consultant with an exercise price of $1.33 per share and a grant date fair value of $190,560, of which 50% vested immediately with the remaining 50% being vested over a 12 month period.

As discussed in Note 3 – Related Party Transactions -*Equity Instruments Exchanged for Accrued Compensation,*during the nine months ended September 30, 2024, the Company issued additional options related to accrued compensation.

On June 10, 2025, the Company granted 250,000 stock options to a consultant with an exercise price of $0.97 per share and a grant date fair value of $191,168, and a 10-year term. The 25% of the stock options vest immediately on the grant date, with the remaining 187,500 options vesting in equal monthly installments ratably beginning in July 2025 through May 2027.

On July 2, 2025, the Compensation Committee approved the grant of an aggregate of 357,448 stock options issued to certain executives. The stock options have an exercise price of $1.19 per share, representing the closing price of the Company’s Common Stock on Nasdaq on the date of grant. The stock options have a 10-year term and vest in equal installments over a three (3) year period beginning on the grant date of July 2, 2025, subject to the officers’ continued employment at the time of vesting.

On September 5, 2025, the Company granted an aggregate of 374,755 stock options to two consultants with an exercise price of $1.23 per share and a grant date fair value of $340,900. The stock options have a 10 year term and 25% of the stock options vest immediately on the grant date, with 281,066 options vesting in equal monthly installments until September 5, 2027. The Company also granted 109,902 stock options to one of the consultants with an exercise price of $1.23 per share and a grant date fair value of $100,000, and a 10 year term that vest solely upon achievement of performance conditions as follows:(a) 15% per Ambassador (maximum of three) referred by consultant and subsequently engaged by the Company, (b) 20% if consultant is instrumental in arranging a distribution arrangement not previously pursued by the Company, on terms acceptable to the Company, (c) 20% when such Distribution Contract achieves $1 million in annual sales and (d) 15% when the consultant arranges the first Celebrity Golf Tournament featuring Nugevia on terms and conditions acceptable to the Company.

The significant inputs utilized to determine the grant date fair value of stock options issued during the nine month periods ended September 30, 2025 and 2024 were as follows:

A summary of stock option activity for the nine months ended September 30, 2025 is presented below:

The following table summarizes information related to stock options outstanding as of September 30, 2025:

There was $748,494 unrecognized stock-based compensation expense as of September 30, 2025, which will be recognized over a period of approximately 2.18 years.

Warrants

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2025:

Effective June 22, 2025, the Company entered into an amendment with a warrant holder for a warrant to purchase 109,376 shares of Common Stock. The amendment extended the warrant’s exercise period through August 31, 2025, and clarified the exercise mechanism applicable to the warrant. The effects of the warrant modification were de minimis.

On July 16, 2025 the Company entered into an amendment with a warrant holder who holds 1,249,999 warrants that clarified the exercise mechanisms. Concurrently with the amendment, the warrant holder exercised the warrants via a cashless exercise and received 913,299 shares of Common Stock. Pursuant to the amendment, the Company agreed to issue the warrant holder 86,700 shares of Common Stock.

On August 12, 2025, the Company received an exercise notice from a warrant holder who holds 109,376 warrants. The warrant was exercised via a cashless exercise, and the warrant holder received 30,547 shares of Common Stock. Pursuant to the amended warrant agreement, the Company agreed to issue the warrant holder 56,954 shares of Common Stock.

Restricted Stock Units

Certain shares previously presented as issued and outstanding in connection with vested restricted stock units were not legally issued due to administrative delays and, accordingly, were removed from shares outstanding as of September 30, 2025. The correction reduced shares outstanding from 34,833,083 at June 30, 2025 to 34,294,546 at September 30, 2025, a decrease of 538,537 shares, and resulted in a non-cash reclassification of $163 between common stock and additional paid-in capital. The impact was immaterial to basic and diluted EPS and did not have a material effect on the condensed consolidated balance sheet.

Therefore, no restricted stock units were issued during the nine months ended September 30, 2025. In June 2025, all then issued and outstanding restricted stock units of 1,626,037 were fully vested.

Note 7 –Commitments and Contingencies

Legal Matters

In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to, among other things, intellectual property, commercial arrangements, employment, and regulatory matters. While the outcome of these proceedings and claims cannot be predicted with certainty, as of September 30, 2025, we were not party to any material legal or arbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us.

Leases

On May 1, 2021, the Company entered into a 61-month operating lease for office space for a base rent of $3,783 subject to a 3% yearly escalation.

As of September 30, 2025 and December 31, 2024, the Company’s operating lease right-of-use asset, net (ROU) is $34,821 and $69,642, respectively. Related lease liability totaled $33,961 and $71,329, respectively, based on an incremental borrowing rate at lease inception.

Future minimum lease liability payments under the non-cancelable operating lease at September 30, 2025 and December 31, 2024 are as follows:

Leases, continued

Short-term rental costs expended as incurred totaled $8,824 and $14,109 for the three and nine months ended September 30, 2025, respectively, and totaled $2,332 and $15,407 for the three and nine months ended September 30, 2024, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statements of operations.

Consulting Agreements

The Company utilizes various consultants and advisors for clinical research, scientific advisory services and business strategies. Each consultant has an executed agreement in place defining term, compensation, duties, confidentiality, intellectual property. Agreements are evaluated for renewal upon expiration. Bonus provisions are at the discretion of the Company’s Board of Directors and are granted on an individual agreement basis.

On December 15, 2024, the Company entered into a Strategic Services Agreement (the “Dominant Treasure Agreement”) with Dominant Treasure Health Company Limited (“Dominant Treasure”). Pursuant to the terms of the Dominant Treasure Agreement, Dominant Treasure agreed to provide certain services to the Company to assist the Company in accelerating the Company’s desire to get its products developed and distributed in the Southeast Asian market. In exchange for Dominant Treasure’s has services pursuant to the Dominant Treasure Agreement, the Company agreed to pay Dominant Treasure a one-time payment of $2,300,000. In addition, if Dominant Treasure is involved in generating negotiations and conclusion of a distribution agreement for the Company in the countries of China (including Hong Kong), Singapore and Malaysia, the Company will pay Dominant Treasure a success fee of 5% of any upfront and/or milestone payments to be received by the Company. If such an agreement includes a royalty payment to the Company, Dominant Treasure will receive 5% of such royalty payment. The Dominant Treasure Agreement has a term of 36 months and may be terminated at any time upon mutual agreement of the parties. The one-time payment of $2,300,000 was accounted for as a prepaid contract and expensed over three-year period. For the three and nine months ended September 30, 2025, the Company recorded consulting expense related to the Dominant Treasure agreement totaling $193,242 and $573,425.

Licensing and Royalty Agreements - Aquanova AG

In September 2016, the Company entered into a Development, Collaboration and License Agreement (“License Agreement”) with Aquanova AG, a German company in the field of development, manufacturing and selling of colloidal formulas. The License Agreement resulted in the creation of the pharmaceutical product, JOTROL. The License Agreement remains in effect until product launch, which is undeterminable at this time. The Chief Scientific Officer of the Company and the CEO of Aquanova are the joint inventors of JOTROL. Aquanova is the assignee on the patents in the United States, the European Union, China and Japan whereas the Company is obligated to maintain the patents. The License Agreement grants the Company ownership of any regulatory approvals as well as the sole and exclusive worldwide right to develop, manufacture and commercialize all products, including JOTROL. Aquanova has been granted an exclusive license to conduct formulation development and manufacturing.

The License Agreement defines various fees due to Aquanova for product and formulation development and licensing of the products. The Company is obligated to pay Aquanova an annual license fee of $75,000 in the year and each year subsequent thereto the acceptance of the product formulation by both parties. Such annual license fee requirement terminates in the year in which marketing authorization approval (“MMA”) is obtained in a single territory, which as of September 30, 2024 has not been received. Upon receipt of MMA in each territory (e.g., United States, European Union, China, Japan), the Company will be obligated to pay $200,000 to Aquanova per territory in which an MMA approval obtained, up to a maximum of $600,000, in aggregate. In addition, upon commercialization the Company will be obligated to pay Aquanova a royalty equal to 5% of net sales, as defined, in each territory until the later of (i) ten years after the first commercial sale; (ii) the first date there is no valid claim within the Aquanova patent rights; or (iii) the MMA expiration date in each territory. As of September 30, 2025 and December 31, 2024, has accrued $56,250 and $75,000, respectively, license fees which are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets

Finally, pursuant to the terms of the License Agreement, upon mutual agreement, the Company may pay a one-time royalty of $3,000,000 within 180 days of United States marketing approval 1.25% royalties on net sales in the United States in lieu of the terms as set forth above.

Murdoch Children’s Research Institute

In 2015, the Company entered into a Global Development and License Agreement (“License Agreement II”) with Murdoch Children’s Research Institute (“MCRI”), an Australian Institute at the Royal Children’s Hospital in Australia, with the know-how in the process of using pharmaceutical grade Resveratrol for the treatment of Friedreich’s ataxia. License Agreement II provides for joint development for a delivery system, clinical trials for the treatment of Friedreich’s ataxia, and worldwide commercialization by the Company. Furthermore, License Agreement II grants an exclusive worldwide license to the Company to use the MCRI know-how for developing, manufacturing, and commercializing the product candidate for proposed treatment for Friedreich’s ataxia. In turn, MCRI has been granted an irrevocable, royalty free, worldwide license for the use any product inventions along with patent rights for internal research and development. Upon receipt of approval of an MMA in each territory, as defined (e.g., United States, European Union, China, Japan), the Company will be obligated to pay an approval fee of $66,000 per territory up to a maximum of $300,000 in aggregate, which has not yet been received as of September 30, 2025. Pursuant to the terms of License Agreement II, upon commercialization, Company will pay a royalty of 1.5% of net sales, as defined, in each territory to MCRI until such time as any product related to License Agreement II is no longer sold in the respective territory.

Note 8 –Segment Report

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis.

During 2025, the Company began evaluating a potential realignment of its operations intotwo reportable segments: (i) the production and sale of premium nutritional supplements, and (ii) pharmaceutical operations focused on the development of drug candidates. However, as of September 30, 2025, the CODM has not begun reviewing operating results separately for these activities for purposes of performance assessment or resource allocation. The CODM continues to evaluate the Company’s financial performance on a consolidated basis, and the internal reporting structure does not provide discrete segment-level financial information.

Management believes a transitional period is appropriate given the timing of these operational changes. Accordingly, the Company has concluded that no change in reportable segments has occurred as of September 30, 2025. The Company will continue to monitor the CODM’s review practices and internal reporting structure and will update segment disclosures in future periods if and when discrete financial information is regularly reviewed at the segment level.

In accordance with ASC 280-10-50-34, if and when a change in reportable segments occurs in a future period, the Company will retrospectively recast prior-period segment disclosures to reflect the new segment structure, presenting historical information on the same basis as then reported. Notwithstanding the foregoing, the Company provides the entity-wide disclosures required by ASC 280, including information about products and services, geographic areas, and major customers.

Note 9 –Subsequent Events

Note payable, related party

On October 1, 2025, the Company repaid in full the unsecured, on demand working capital loan from its Chief Executive Officer, which accrued interest at 3% per annum. The repayment consisted of the outstanding principal balance of $146,432 and accrued but unpaid interest of $4,350, for an aggregate payment of $150,782. Following the repayment, no amounts remained outstanding under the loan.

Standby Equity Purchase Agreement and Pre-Paid Advance with YA II PN, Ltd. (Yorkville)

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement with YA II PN, Ltd. (“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of common stock from time to time, subject to customary conditions, including an effective resale registration statement. Each advance is limited to 100% of the prior 5-day average daily trading volume and priced at 97% of the lowest daily volume-weighted average price (“VWAP”) over a 3-day pricing period (subject to customary exclusions/reductions and equitable adjustments). Issuances are subject to (i) a 4.99% beneficial-ownership cap (increasable on 65 days’ notice) and (ii) a Nasdaq 19.99% cap of 7,180,504 shares (the “Exchange Cap”) unless stockholder approval is obtained. The Company intends to seek such approval at its annual meeting scheduled for December 19, 2025.

In connection with the SEPA, Yorkville agreed to provide up to $6.0 million of pre-paid advances via convertible promissory notes. On October 27, 2025, the Company received $3,720,000 and issued a $4.0 million note (7% original issue discount, “OID”). A second $1,860,000 tranche is expected upon registration effectiveness and receipt of stockholder approval, against a $2.0 million note (7% OID). The notes bear interest at 8% (increasing to 18% upon default), mature on October 24, 2026, and are convertible at $1.50 per share, subject to proportional anti-dilution and price-protection adjustments (not below a contractual floor). Beginning January 7, 2026, and monthly thereafter, the Company must repay one-tenth (1/10) of the then-outstanding principal plus accrued interest (a 5% premium applies to cash repayments). Installments may be satisfied via SEPA advances without the premium, and SEPA proceeds must be applied first to repay the notes until they are repaid in full.

The Company paid a $25,000 structuring fee and issued 131,909 commitment shares with an aggregate value of $200,000. It also engaged Revere Securities LLC as finder, for which it will pay a cash fee equal to 8% of pre-paid advances and $18,000 per month for 12 months, with the aggregate monthly fees payable upon the Company raising at least $5.0 million in additional financing. While the notes are outstanding, the Company is prohibited from third-party variable-rate transactions, and Yorkville has agreed to no short sales.

The funded note will be recorded net of OID and finder’s fees as a debt discount amortized to interest. All embedded features are being evaluated under ASC 815. The commitment shares and structuring fee are expected to be deferred offering costs of future SEPA issuances. As of the date of this filing, the Company had received $3.72 million, issued the $4.0 million note, and no SEPA share sales occurred.