Lantern Pharma Inc.

Previous wording

We now have active clinical programs forour three lead small molecule drug candidates: LP-300, LP-184, and LP-284. These programs are focused onmultiple important cancer indications, including both solid tumors and blood cancers. We have established a wholly-owned subsidiary, Starlight Therapeutics, to focus exclusively on the clinical development of our promising opportunities forcentral nervous system (“CNS”) and brain cancers, many of which have no effective treatment options. We are also advancing an antibody-drug conjugate (“ADC”) program focused on developing highly specific ADCs with highly potent drug-payloads.

Current wording

We have active clinical programs forour three lead small molecule drug candidates: LP-300, LP-184, and LP-284. These programs are focused onmultiple important cancer indications, including both solid tumors and blood cancers. We have established a wholly-owned subsidiary, Starlight Therapeutics, to focus exclusively on the clinical development of our promising opportunities forcentral nervous system (“CNS”) and brain cancers, many of which have no effective treatment options. We are also advancing an antibody-drug conjugate (“ADC”) program focused on developing highly specific ADCs with highly potent drug-payloads.

Previous wording

We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with NSCLC in combination with chemotherapy, under an existing investigational new drug application. Our candidate LP-184 has shown promisingin-vitroandin vivo anticancer activity in multiple solid tumor indications (including pancreatic, glioblastoma and triple negative breast cancer), and it is advancing in a Phase 1A clinical trial. Our candidate LP-284 has shown promisingin-vitroandin vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is advancing in a Phase 1A clinical trial that commenced in the fourth quarter of 2023.

Current wording

We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with NSCLC in combination with chemotherapy, under an existing investigational new drug application. Our candidate LP-184 has shown promisingin-vitroandin vivo anticancer activity in multiple solid tumor indications (including pancreatic, lung, bladder, glioblastoma and triple negative breast cancer), and enrollment was recently completed in a Phase 1a clinical trial for LP-184. Based on the results and insights from the LP-184 Phase 1a clinical trial, we are advancing and optimizing development plans for multiple future LP-184 clinical studies. Our candidate LP-284 has shown promisingin-vitroandin vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is advancing in a Phase 1A clinical trial that commenced in the fourth quarter of 2023.

Previous wording

Our ADC program has also continued to advance. During 2024, we continued to progress the application of our RADR® A.I. platform to advance and refine an A.I. powered module focused on improving the precision, cost and timelines of ADC development for cancer. In 2023, we entered into a research collaboration with Bielefeld University in Germany focused on development of ADCs utilizing cryptophycin as the ADC drug-payload. Cryptophycins are promising antitumor molecules that have demonstrated potency at ultra-low, picomolar, concentrations. In a broad range of preclinical studies, the cryptophycin-ADC synthesized as part of the Bielefeld collaboration demonstrated promising picomolar level potency and anti-tumor activity in multiple solid tumor cell lines, including breast, bladder, colorectal, gastric, pancreatic and ovarian.

Current wording

Our ADC program has also continued to advance. During 2024 and 2025, we continued to apply our RADR® A.I. platform to advance and refine an A.I. powered module focused on improving the precision, cost and timelines of ADC development for cancer. In 2023, we entered into a research collaboration with Bielefeld University in Germany focused on development of ADCs utilizing cryptophycin as the ADC drug-payload. Cryptophycins are promising antitumor molecules that have demonstrated potency at ultra-low, picomolar, concentrations. In a broad range of preclinical studies, the cryptophycin-ADC synthesized as part of the Bielefeld collaboration demonstrated promising picomolar level potency and anti-tumor activity in multiple solid tumor cell lines, including breast, bladder, colorectal, gastric, pancreatic and ovarian.

Previous wording

In addition to our lead drug candidates and ADC program, we also have an additional drug candidate, LP-100, that we believe has potential for future development in combination with the class of anticancer agents known as PARP inhibitors (PARPi). For LP-100, as well as our lead drug candidate LP-300, we are leveraging data from prior preclinical studies and clinical trials, along with insights generated from our A.I. platform, to target the types of tumors and patient groups we believe will be most responsive to the drug. Both LP-100 and LP-300 showed promise in important patient subgroups, but failed pivotal Phase 3 trials when the overall results did not meet the predefined clinical endpoints. We believe that this was due to a lack of biomarker-driven patient stratification.

Current wording

In addition to our lead drug candidates and ADC program, we also have an additional drug candidate, LP-100, that we believe has potential for future development in combination with the class of anticancer agents known as PARP inhibitors (PARPi). For LP-100, as well as our lead drug candidate LP-300, we have leveraged data from prior preclinical studies and clinical trials, along with insights generated from our A.I. platform, to target the types of tumors and patient groups we believe will be most responsive to the drug. Both LP-100 and LP-300 showed promise in important patient subgroups, but failed pivotal Phase 3 trials when the overall results did not meet the predefined clinical endpoints. We believe that this was due to a lack of biomarker-driven patient stratification.

Previous wording

To date, except for a prior research grant, we have not generated any revenue, we have incurred net losses and our operations have been financed primarily by sales of our equity securities. Our net losses were approximately $20,781,000 and $15,962,000 for the years ended December 31, 2024 and 2023, respectively.

Current wording

To date, except for a prior research grant, we have not generated any revenue, we have incurred net losses and our operations have been financed primarily by sales of our equity securities. Our net losses were approximately $17,119,000 and $20,781,000 for the years ended December 31, 2025 and 2024, respectively.

Previous wording

Our net losses have primarily resulted from costs incurred in licensing and developing the drug candidates in our pipeline, planning, preparing and conducting preclinical studies and clinical testing, and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding increased operating losses for the foreseeable future as we continue to develop our pipeline. Our costs may further increase as we conduct additional preclinical studies and clinical trials and potentially seek regulatory clearance for and prepare to commercialize our drug candidates. We expect to incur significant expenses to continue to build the infrastructure necessary to support our expanded operations, preclinical studies, clinical trials, and commercialization, including manufacturing, marketing, sales and distribution functions. We have experienced and will continue to experience substantial costs associated with operating as a public company.

Current wording

Our net losses have primarily resulted from costs incurred in licensing and developing the drug candidates in our pipeline, planning, preparing and conducting preclinical studies and clinical testing, and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding operating losses for the foreseeable future as we continue to develop our pipeline. Our costs may further increase as we conduct additional preclinical studies and clinical trials and potentially seek regulatory clearance for and prepare to commercialize our drug candidates. We expect to incur significant expenses to continue to build the infrastructure necessary to support our expanded operations, preclinical studies, clinical trials, and commercialization, including manufacturing, marketing, sales and distribution functions. We have experienced and will continue to experience substantial costs associated with operating as a public company.

Previous wording

We expect increased administrative costs resulting from our existing and anticipated clinical trials and the potential commercialization of our drug candidates. We believe that these increases will likely include increased costs for hiring additional administrative personnel to support future market research and future product commercialization efforts and increased fees for outside consultants, attorneys and accountants.

Current wording

We expect fluctuating and increased administrative costs resulting from our existing and anticipated clinical trials and the potential commercialization of our drug candidates. We believe that these increases will likely include future increased costs for hiring additional administrative personnel to support future market research and future product commercialization efforts and increased fees for outside consultants, attorneys and accountants.

Previous wording

General and administrative expenses increased approximately $108,000 , or 2%, from approximately $5,983,000 for the year ended December 31, 2023 to approximately $6,091,000 for the year ended December 31, 2024. The increase was primarily attributable to increases in other professional fees of approximately $395,000, offset, in part, by a decrease in wage and benefit costs of approximately $108,000 due to a decline in stock-based compensation and a decrease in insurance expenses of approximately $185,000.

Current wording

General and administrative expenses increased approximately $373,000, or 6%, from approximately $6,091,000 for the year ended December 31, 2024 to approximately $6,464,000 for the year ended December 31, 2025. The increase was primarily attributable to increases in business development and investor relations expenditures of approximately $436,000, increases in patent costs of approximately $55,000, increases in rent of approximately $19,000 and increases in corporate insurance expenses of approximately $51,000, offset, in part, by decreases in payroll and compensation expenses of approximately $115,000, decreases in other professional fees of $13,000, decreases in travel expenses of approximately $44,000 and decreases in state and local taxes of approximately $13,000.

Previous wording

Research and development expenses increased approximately $4,232,000, or 36%, from approximately $11,894,000 for the year ended December 31, 2023 to approximately $16,126,000 for the year ended December 31, 2024. The increase was primarily attributable to increases in research studies of approximately $2,947,000 relating to the conduct and support of our clinical trials, increases in contract labor expenses of approximately $376,000 and increases in research and development wages and benefit expenses of approximately $897,000.

Current wording

Research and development expenses decreased approximately $4,612,000, or 29%, from approximately $16,126,000 for the year ended December 31, 2024 to approximately $11,514,000 for the year ended December 31, 2025. The decrease was primarily attributable to decreases in research studies and materials of approximately $4,034,000 relating to the conduct and support of our clinical trials, decreases in payroll and compensation expenses of approximately $610,000, and decreases in consulting expenses of $81,000. This was partially offset by increases in licensing expenses of approximately $113,000.

Previous wording

Other income, net decreased approximately $458,000 from approximately $1,151,000 for the year ended December 31, 2023 to approximately $693,000 for the year ended December 31, 2024. This decrease was primarily driven by a decrease in Australian research and development tax incentives of approximately $404,000 during the year ended December 31, 2024, as a result of completion of animal studies relating to our Phase 1 clinical trials that resulted in reduced activity in our Australian subsidiary. We also reported an increase in foreign currency translation loss of approximately $208,000 and a decrease in dividend income of approximately $28,000 during the year ended December 31, 2024 compared to the year ended December 31, 2023. These reductions in other income, net, were offset, in part by an increase in net appreciation in the fair value of marketable securities of approximately $182,000 during the year ended December 31, 2024.

Current wording

Interest income decreased approximately $304,000 from approximately $742,000 during the year ended December 31, 2024 to approximately $438,000 for the year ended December 31, 2025. This decrease was primarily due to reductions in the amount of marketable securities held by us during the year ended December 31, 2025 as compared to the year ended December 31, 2024. Other income, net decreased approximately $272,000 from a gain of approximately $693,000 for the year ended December 31, 2024 to a gain of approximately $421,000 for the year ended December 31, 2025. This decrease was primarily attributable to decreases in dividend income and other investment income of $531,000 and $106,000, respectively, as well as declines in research and development tax incentives related to our Australia subsidiary of approximately $13,000. These reductions in other income, net, were offset, in part by an increase of approximately $378,000 resulting from foreign currency gains during the year ended December 31, 2025 compared to foreign currency losses during the year ended December 31, 2024.

Previous wording

We incurred net losses of approximately $20,781,000 and $15,962,000 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had working capital of approximately $20,916,000.

Current wording

We incurred net losses of approximately $17,119,000 and $20,781,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had working capital of approximately $6,302,000.

Previous wording

We have not yet generated any revenues from operations, other than revenues from a research grant, and we have not yet achieved profitability. We expect that we will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts. We expect that general and administrative expenses and our research and development expenses will fluctuate from quarter to quarter. In order to achieve profitability, we will need to generate significant product revenues, which could be several years in the future. We may never achieve significant product revenues or profitability.

Current wording

We have not yet generated any revenues from operations, other than revenues from a research grant, and we have not yet achieved profitability. We expect that we will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts. We expect that general and administrative expenses and our research and development expenses will fluctuate from quarter to quarter and year to year. In order to achieve profitability, we will need to generate significant product revenues, which could be several years in the future. We may never achieve significant product revenues or profitability.

Previous wording

Since our inception, our operations have been financed primarily through the sale of equity securities, and, to a much lesser extent, funds received by us from the PPP Loan and a 2017 grant from the Massachusetts Life Sciences Center. We plan to apply for grant funding in the future to assist in supporting our capital needs. We may also explore the possibility of entering into commercial credit facilities as an additional source of liquidity.

Current wording

Since our inception, our operations have been financed primarily through the sale of equity securities. We plan to pursue periodic capital raises and also plan to apply for grant funding in the future to assist in supporting our capital needs. In July 2025, we entered into an ATM Sales Agreement (“ATM”), with ThinkEquity LLC (“ThinkEquity”), as sales agent, pursuant to which we may offer and sell up to $15,530,000 of our common stock from time to time, in “at-the-market” offerings to or through our sales agent. During the year ended December 31, 2025, we sold 356,922 shares of common stock under the ATM for the gross proceeds of $1,624,547 and incurred $61,318 of issuances costs related to those issuances. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity.

Previous wording

As of December 31, 2024 and 2023, we had cash and cash equivalents of approximately $7,511,000 and $21,938,000, respectively. Based on our anticipated expenditures and capital commitments as of the date of this report, we believe that our existing cash, cash equivalents, and marketable securities as of December 31, 2024 will enable us to fund our operating expenses and capital expenditure requirements for at least 12 months from the date of filing this Form 10-K. As of December 31, 2024 and 2023, we had marketable securities of approximately $16,502,000 and $19,365,000, respectively.

Current wording

As of December 31, 2025 and 2024, we had cash and cash equivalents of approximately $4,423,000 and $7,511,000, respectively. As of December 31, 2025 and 2024, we had marketable securities of approximately $5,696,000 and $16,502,000, respectively. We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report will enable us to fund our operating expenses and capital expenditure requirements until at least approximately late July 2026 to mid September 2026. We will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.

Previous wording

For the year ended December 31, 2024, net cash used in operating activities was approximately $17,813,000 compared to approximately $14,347,000 for the year ended December 31, 2023. The increase in net cash used in operating activities was primarily the result of the increase of approximately $4,820,000 in the net loss for the year ended December 31, 2024 as compared to the year ended December 31, 2023, offset in part by an increase in accounts payable and accrued expenses of approximately $1,636,000.

Current wording

For the year ended December 31, 2025, net cash used in operating activities was approximately $15,677,000 compared to approximately $17,813,000 for the year ended December 31, 2024. The primary cause of the reduction in cash used is a decrease in net loss of approximately $3,662,000 during the year ended December 31, 2025 when compared to the year ended December 31, 2024. This reduction in cash flow uses was offset, in part, by a smaller increase in accounts payable and accrued expenses during the year ended December 31, 2025 than the prior year.

Previous wording

For the year ended December 31, 2024, net cash provided by financing activities was approximately $67,000 compared to net cash used of approximately $500,000 for the year ended December 31, 2023. The change is primarily due to share repurchases during the year ended December 31, 2023.

Current wording

For the year ended December 31, 2025, net cash provided by financing activities was approximately $1,498,000 compared to approximately $67,000 for the year ended December 31, 2024. The increase in cash provided by financing activities is primarily related to the issuance of common stock through our ATM Sales Agreement with ThinkEquity LLC during the year ended December 31, 2025.

Previous wording

We expect to continue to incur significant and often increasing operating losses at least for the next several years as we continue our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.

Current wording

We expect to incur significant, fluctuating and often increasing operating losses at least for the next several years as we continue our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.

Previous wording

Each option award is subject to specified vesting schedules and requirements. Compensation expense is charged to us over the required service period to earn the award which is expected to be up to four years, subject to the achievement of time and event-based vesting requirements. For the years ended December 31, 2024 and 2023, we have incurred share-based compensation expense related to equity awards totaling approximately $733,000 and $1,068,000, respectively.

Current wording

Each option award is subject to specified vesting schedules and requirements. Compensation expense is charged to us over the required service period to earn the award which is expected to be up to four years, subject to the achievement of time and event-based vesting requirements. For the years ended December 31, 2025 and 2024, we have incurred share-based compensation expense related to equity awards totaling approximately $651,000 and $733,000, respectively.

Previous wording

We do not believe that our cash and cash equivalents have significant risk of default or illiquidity. Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to market risk relating to cash and cash equivalents due to changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes. Our marketable securities have had and may in the future have their market value adversely affected due to rises in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Substantially all of our cash balances held at banking institutions are in excess of FDIC coverage. We consider this to be a normal business risk.

Current wording

We do not believe that our cash and cash equivalents have significant risk of default or illiquidity. Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to market risk relating to cash and cash equivalents due to changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes. A substantial portion of our marketable securities are debt securities. Our marketable securities that are debt securities have had and may in the future have their market value adversely affected due to rises in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that from time to time may be in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage. We consider this to be a normal business risk.

Previous wording

We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency losses of approximately $220,000 and $12,000 for the years ended December 31, 2024 and 2023, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.

Current wording

We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency gains of approximately $158,000 and foreign currency losses of approximately $220,000 for the years ended December 31, 2025 and 2024, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.

Previous wording

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the periods presented. Inflation could have a greater impact on our future results of operations if it remains at current levels or increases further.

Current wording

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the periods presented. Inflation could have a greater impact on our future results of operations if it remains at current levels or increases.