ZyVersa Therapeutics, Inc.

Note 1 –Business Organization and Nature of Operations

Organization and Operations

ZyVersa Therapeutics, Inc. (“ZyVersa” and the “Company”) is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop first-in-class drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The Company’s mission is to develop drugs that optimize health outcomes and improve patients’ quality of life.

Note 2 -Going Concern and Management’s Plans

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of December 31, 2025, the Company had cash of approximately $0.1 million and a working capital deficit of approximately $12.4 million. During the year ended December 31, 2025, the Company incurred a net loss of approximately $25.0 million and used cash in operations of approximately $5.1 million. The Company has an accumulated deficit of approximately $137.6 million as of December 31, 2025.

The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability.

Consequently, the Company will be required to raise additional funds through equity or debt financing. On February 27, 2026, the Company entered into a Securities Purchase agreement and received approximately $1.0 million. See Note 10 – Subsequent Events – Securities Purchase Agreement for additional details. Management believes that the Company has access to capital resources and continues to evaluate additional financing opportunities; however, there can be no assurance that it will be successful in securing additional capital or that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements.

Note 3 –Summary of Significant Accounting Policies‌

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”).

On April 25, 2024, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the “2024 Reverse Split”). Upon the effectiveness of the 2024 Reverse Split, every 10 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants were proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the 2024 Reverse Split.

Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the 2024 Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrants as if the transaction had occurred as of the beginning of the earliest period presented.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, share based compensation, impairment of in-process research and development, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. As of December 31, 2025 and 2024, the Company hadno cash equivalents.

The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

Business Combination

In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired are based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. In-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life, or discontinuation, at which point the intangible asset will be written off.

Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35,Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that definite-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets in accordance with ASC 350,Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Company intends to perform its annual impairment testing during the fourth quarter of each year.

In determining whether a quantitative assessment is required, the Company evaluates relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date and depreciated using the straight- line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which is 5 years. As of December 31, 2025 and 2024, equipment consisted of $52,000 medical equipment, placed in service on September 1, 2019, less accumulated depreciation of $52,000 and $52,000 as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the Company recognized depreciation expense of $0 and $6,933, respectively. Depreciation expense was included in general and administrative expenses in the statements of operations for the year ended December 31, 2024.

Deferred Offering Costs

Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a debt or equity financing, are capitalized as deferred offering costs (a non-current asset) on the balance sheet. Once the financing closes, the Company reclassifies such costs as either discounts to notes payable or as a reduction of proceeds received from equity transactions so that such costs are recorded as a reduction of additional paid-in capital. If the completion of a contemplated financing was deemed to be no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The carrying amounts of the Company’s financial instruments, such as cash, accounts payable, and deposits approximate fair values due to the short-term nature of these instruments.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Research and Development

Research and development expenses are charged to operations as incurred.

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

Warrant Classification

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Fair Value of Stock Options and Warrants

The Company has computed the fair value of stock options and warrants granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. Common stock is being valued using the market approach using the trading prices of the common stock on the OTCQB® Venture Market. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The expected term used for warrants is the contractual life. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company did not have a public trading history for the common shares to support its historical volatility calculations until December 13, 2022. Accordingly, the Company used a blended volatility whereby it uses its historical volatility for the period from December 13, 2022 through the valuation date and uses the average of peer-group data of four comparable entities to supplement its own historical data for the preceding years in computing its expected volatility. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive:

Vendor Concentration

As of December 31, 2025 and 2024, accounts payable to one vendor accounted for 56% of the accounts payable related to research and development. The Company relies on this vendor to perform critical research and development.

Segment Reporting

Reportable segments are components of an enterprise about which separate financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions about how to allocate resources and assess performance. The Company hasone operating and reporting segment (clinical stage biopharmaceutical), namely, the development of drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The CODM, who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate, consolidated basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The CODM is not regularly provided with disaggregated actual expense information, other than the actual expense information included in the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The Company has not yet generated any revenue from product sales.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 – 04). This update requires an entity to disclose more detailed information regarding expenses for the entity. The amendments require that at each interim and the annual reporting period, the entity must disclose amounts related to purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Including the amounts, the entity is required to disclose and qualitative description of the amounts remaining in relevant expense captions, and to disclose the total amount of selling expenses and the definition of selling expenses. The amendments in this update should be applied prospectively to financial statements issued for reporting periods, and retrospectively to any prior periods presented in the financials. Although early adoption is permitted, the new guidance becomes effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 were adopted by the Company on a prospective basis during the year ended December 31, 2025. There was no material impact to the Company’s financial statements as a result of adopting ASU 2023-09. Refer to Note 6 – Income Taxes for the inclusion of new disclosures required.

Note 4 –In-Process Research and Development

In December of 2022, in connection with a business combination, the Company recorded an indefinite-lived intangible asset related to in-process research and development (“IPR&D”). ASC 350 requires that intangible assets with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2025, management determined that it was more likely than not that the Company’s single reporting unit’s fair value was below its carrying amount, due to a significant and sustained decline in the Company’s market capitalization, therefore an impairment test was performed on the Company’s IPR&D intangible asset.

Current limitations on accessing significant capital in what is currently a risk averse environment for biotech (as evidenced by decreased investor appetite for risk, market volatility, regulatory uncertainty from a changing Food and Drug Administration and a challenging economic environment), resulted in a sustained decline in the Company’s market capitalization, and the Company’s ability to further finance the development of its drug candidates to the next milestone could be adversely impacted. Accordingly, the Company determined that the carrying value of its IPR&D intangible asset was not recoverable and it was fully impaired. Therefore, the Company recorded an $18.6 million impairment charge, reflected within operating expenses in the consolidated statements of operations for the year ended December 31, 2025.

Note 5 –Accrued Expenses and Other Current Liabilities‌

Accrued expenses and other current liabilities consisted of the following as of December 31, 2025 and December 31, 2024:

Note 6 –Income Taxes

The Company is subject to United States federal and state income taxes.

Our income (loss) before provision for income taxes for the years ended December 31, 2025 and 2024 was as follows:

The components of income (loss) before provision for income taxes are as follows for the years ended December 31, 2025 and 2024:

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 in accordance with the guidance upon adoption of ASU 2023-09 was as follows:

The reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

The cumulative tax effect of significant items comprising our net deferred tax asset (liability) is as follows for December 31, 2025 and 2024:

As of December 31, 2025, the Company has federal net operating loss carryforwards totaling $59,859,961. All federal NOLs were generated in tax years beginning after December 31, 2017, and may be carried forward indefinitely. Utilization of these NOLs is limited to offsetting up to 80% of taxable income in any given year, in accordance with the Tax Cuts and Jobs Act. The NOL carryforwards are subject to limitations under Section 382 of the Internal Revenue Code in the event of a change in ownership.

The Company has state net operating loss carryforwards totaling $42,546,493 as of December 31, 2025. All NOLs were generated in tax years beginning after December 31, 2017, and may be carried forward indefinitely, subject to annual deduction limitations under state tax law.

A valuation allowance of $21,291,388 has been recorded against deferred tax assets, including carryforwards, where it is not more likely than not that such assets will be realized. The Company evaluates the realizability of carryforwards based on projections of future taxable income and other relevant factors.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2025 and 2024.

No tax audits were commenced or were in process during the years ended December 31, 2025 and 2024 and no tax-related interest or penalties were incurred during those years. The Company’s tax returns beginning with the year ended December 31, 2021 remain subject to examination.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:

Tax Law Change

On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company has evaluated the impact of the Tax Reform Act of 2025 on its consolidated financial statements. There was no material impact given the Company’s tax loss profile and valuation allowance position.

Note 7 –Commitments and Contingencies

Litigations, Claims and Assessments

The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

Disputed Vendor Invoices

On June 30, 2024 and July 1, 2024, the Company received two invoices from a vendor in the amounts of $923,880 and $144,300, respectively. The June 30, 2024 invoice represents retroactive interest on invoices going back to September 30, 2022. The July 1, 2024 invoice included miscellaneous unsupported charges related to services performed over the past several years. On August 1, 2024, ZyVersa management sent the vendor a letter disputing the interest and unsupported charges and has requested the vendor to rescind each of them. Although the Company has requested the vendor to rescind the retroactive interest on invoices, the Company believes that, in accordance with the agreement, the vendor can legally charge the Company interest from the point they were notified of the vendor’s intent to charge interest. As such, the Company began accruing interest starting on July 1, 2024, and accordingly, has recorded $780,539 and $268,972 within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025 and 2024, respectively. The Company has accounted for the unaccrued interest and unsupported charges of $1,066,978 as a loss contingency and because the liability is not deemed probable, it has not been recorded as a liability in the consolidated balance sheet as of December 31, 2025 or 2024.

Operating Leases

On January 18, 2019, the Company entered into a lease agreement for approximately 3,500 square feet of office space in Weston, Florida for a term of five years. Under the lease agreement, the annual base rent, which excludes the Company’s share of taxes and operating costs, was approximately $89,000 for the first year and has increased approximately 3% every year thereafter for a total base rent lease commitment of approximately $497,000. On January 15, 2024, the Company extended the lease for an additional year for a total base rent lease commitment of $112,064. On January 9, 2025, the Company extended the lease for an additional year for a total base rent lease commitment of approximately $120,819. The Company used the short-term lease practical expedient which permits the Company to not capitalize leases with a term equal to or less than 12 months. The lease agreement ended on January 31, 2026 and it was not extended.

The Company recognized rent expense in connection with its operating lease for the years ended December 31, 2025 and 2024 of $175,660 and $170,022, respectively.

Note 8 –Stockholders’ Equity (Deficit)

Equity Incentive Plans

Predecessor 2014 Equity Incentive Plan

On December 12, 2022, in connection with the consummation of the Business Combination, the Predecessor approved the amendment to the 2014 Plan (the “2014 Plan Amendment”). The 2014 Plan Amendment provides, among other things, that upon consummation of the Business Combination, no further increases in the shares of common stock reserved and available for issuance under the 2014 Plan shall occur and no new awards shall be made under the 2014 Plan.

2022 Omnibus Equity Incentive Plan

The Company is authorized to issue awards under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), as amended on October 31, 2023 and October 29, 2024. Under the 2022 Plan,382,122 shares of common stock are authorized for issuance as of December 31, 2025. The number of shares of common stock available for issuance under the 2022 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2022 Plan, beginning with calendar year 2023, by an amount equal to four percent (4%) of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year. The 2022 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2022 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant. As of December 31, 2025, there were 377,965 shares available for future issuance under the 2022 Plan.

On January 1, 2026, the total number of shares under the 2022 Omnibus Equity Incentive Plan automatically increased to 705,958.

Common Stock

On February 3, 2025, the Company entered into a marketing agreement with a vendor in which the Company agreed to issue 60,000 shares of common stock in exchange for marketing services. The fair value of the common stock of $81,600 was recognized as expense on a straight-line basis over the two-month term of the contract. The shares were issued on February 3, 2025.

On March 20, 2025, the Company entered into a marketing agreement with a vendor in which the Company agreed to issue 100,000 shares of common stock in exchange for digital marketing services. The fair value of the common stock of $70,100 was recognized as expense on a straight-line basis over the three-month term of the contract. On April 11, 2025, the Company issued the 100,000 shares of common stock to the vendor using the market value of $77,000 on that date. The difference between the original expense amount and the value when the shares were issued was reflected in the change in fair value of equity payable in other (income) expense on the condensed consolidated statements of operations.

On May 1, 2025, the Company entered into a marketing agreement with a vendor in which the Company agreed to issue 100,000 shares of common stock in exchange for marketing services. The fair value of the common stock of $51,800 was recognized as expense on a straight-line basis of the expense over the two-month term of the contract. On May 13, 2025, the Company issued the 100,000 shares of common stock to the vendor using the market value of $51,800 on that date.

On August 1, 2025, the Company entered into a marketing agreement with a vendor in which the Company agreed to issue 160,000 shares of common stock in exchange for marketing services. The fair value of the common stock of $29,600 was recognized as expense on a straight-line basis over the two-month term of the contract.

Equity Purchase Agreement

On June 24, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Williamsburg Venture Holdings, LLC (the “Purchaser”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $10.0 million of shares (the “ELOC Shares”) of the Company’s common stock. The term of the Purchase Agreement is the earlier of June 24, 2027, or the date on which the Purchaser has purchased ELOC Shares for an aggregate purchase price of $10.0 million. The Company has also agreed to issue to the Purchaser 426,829 shares common stock (“Commitment Shares”), which will be issued on a pro rata basis as the Company draws down ELOC shares, with any remaining shares to be issued upon termination. The fair value of the Commitment Shares on the date of the Purchase Agreement of $265,957 was established as accrued issuable equity and was expensed, along with approximately $74,000 of additional issuance costs. No shares have been purchased as of December 31, 2025.

Stock-Based Compensation

For the year ended December 31, 2025, the Company recorded stock-based compensation expense of $222,831 (of which, $10,345 was included in research and development and $212,486 was included in general and administrative expense) related to options issued to employees and consultants. As of December 31, 2025, there was $208,316 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.9 years.

For the year ended December 31, 2024, the Company recorded stock-based compensation expense of $705,567 (of which, $61,789 was included in research and development and $643,778 was included in general and administrative expense) related to options issued to employees and consultants. As of December 31, 2024, there was $321,893 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.3 years.

Stock Options

On July 11, 2025, the Company granted ten-year stock options to purchase 377,964 shares of common stock to employees and directors of the Company under the 2022 Plan. The stock options had an aggregate grant date value of $201,296, vest annually over three years and have an exercise price of $0.59 per share.

The grant date fair value of stock options granted during the years ended December 31, 2025 and 2024 was determined using the Black Scholes method, with the following assumptions used:

A summary of the option activity for the year ended December 31, 2025 is presented below:

The following table presents information related to stock options as of December 31, 2025:

Stock Warrants

On March 7, 2025, the Company closed on a private placement (the “Private Placement”) with an institutional investor, pursuant to which the Company sold pre-funded warrants (the “March 2025 Pre-Funded Warrants”) to purchase 2,105,265 shares of common stock and Series A-3 common warrants (the “March 2025 Common Warrants”) to purchase 2,105,265 shares of common stock at a combined purchase price of $0.9499 which resulted in gross proceeds of approximately $2.0 million. In addition, the Company and the investor executed an amendment to certain November 5, 2024 common share purchase warrants to reduce the exercise price of certain outstanding warrants to purchase 957,200 shares of common stock from $2.06 per share to $1.00 per share. The $53,890 incremental fair value of the modified warrants as compared to the original warrants was recognized as an additional issuance cost of the Private Placement. The March 2025 Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all March 2025 Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share. As of December 31, 2025, all March 2025 Pre-Funded Warrants were exercised. The March 2025 Common Warrants became exercisable upon Stockholder Approval on June 11, 2025 for a term offive years and have an exercise price of $1.00 per share. Total cash issuance costs were $290,317 including $199,863 of placement fees, $64,312 of legal fees, and $26,142 of other costs.

Warrant Inducement Offer

On July 8, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with a holder (the “Holder”) of (i) outstanding Series A-2 common stock purchase warrants, as amended (the “Series A-2 Warrants”), exercisable for up to an aggregate of 957,200 shares of the Company’s common stock, and (ii) Series A-3 common stock purchase warrants (the “Series A-3 Warrants” and together with the Series A-2 Warrants, the “Existing Warrants”) exercisable for up to an aggregate of 2,105,265 shares of common stock, which warrants were originally issued by the Company on November 5, 2024 and March 5, 2025, respectively. The Existing Warrants had an exercise price of $1.00 per share.

The Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.67 per share in consideration of the Company’s agreement to issue the Holder new warrants to purchase up to a number of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the Holder’s exercise of Existing Warrants, comprised of new Series A-4 warrants to purchase up to 6,124,930 shares of common stock (the “Inducement Warrants”) at an exercise price of $0.67 per share with an exercise term of 5 years from the initial exercise date. The Company received $2,051,852 in cash proceeds and incurred $175,222 in transaction costs consisting of $133,370 cash fee paid to its financial advisor and $41,852 in other fees. As a result of the reduction in exercise price of the Existing Warrants, the Company recognized a non-cash warrant modification charge of $1,762,756. Because the modification represented a short-term inducement, modification accounting was only performed on the warrants that were actually exercised under the program. The Company recognized the $1,762,756 modification-date incremental value of the modified Existing Warrants and Inducement Warrants issued as compared to the original Existing Warrants, as an issuance cost of the warrant exercise, which was classified as equity with no impact on the consolidated statements of operations. The initial exercise date of the Inducement Warrants is the date that the Company’s stockholders approve the issuance of shares of common stock underlying the warrants (the “Inducement Warrants Shares”) pursuant to the applicable rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). On October 6, 2025, Nasdaq filed with the SEC a Form 25, removing and delisting the Company’s securities from Nasdaq. Based on the foregoing and because applicable rules and regulations of the OTC Markets Group Inc. do not require stockholder approval for the issuance of the Inducement Warrant Shares, the Company noted that stockholder approval is no longer required.

The modification date fair value of stock warrants modified during the years ended December 31, 2025 and 2024 was determined using the Black Scholes method, with the following assumptions used:

A summary of the warrant activity for the year ended December 31, 2025 is presented below:

The following table presents information related to stock warrants as of December 31, 2025:

Note 9 –Segment Reporting

The Company hasone operating and reporting segment (clinical stage biopharmaceutical), namely, the development of drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on an aggregate, consolidated basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The CODM is not regularly provided with disaggregated actual expense information, other than the actual expense information included in the consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as total assets. The Company has not yet generated any revenue from product sales.

Note 10 –Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as discussed below.

Securities Purchase Agreement

On February 27, 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company issued convertible promissory notes (the “Notes”) in an aggregate principal amount of $1.0 million and Series A-4 Common Stock Purchase Warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share.

The Notes bear interest at a rate of 10% per annum, with interest accruing on the unpaid principal amount and payable on the maturity date. The Notes mature twelve months from the date of issuance and are convertible into shares of Common Stock at a conversion price equal to (i) 80% of the price per share paid in a Qualified Offering, upon its occurrence, or (ii) 80% of the lowest daily volume-weighted average price of the Common Stock during the 10 trading days prior to delivery of a conversion notice that occurs following the earlier of (x) six months after the issuance date or (y) an event of default. This share price is subject to a floor price of $0.02 per share.

The Warrants are exercisable beginning on the six-month anniversary of their issuance (the “Initial Exercise Date”), and expire on the five-year anniversary of the issuance date. The exercise price of the Warrants is equal to (i) 110% of the price per share paid in a Qualified Offering that occurs by the Initial Exercise Date, or (ii) 110% of the volume-weighted average price for the five-trading-day period beginning on the 181st day and ending on the 185th day after the issuance date if a Qualified Offering has not occurred by the Initial Exercise Date. The number of shares of Common Stock issuable upon exercise of each Warrant is calculated by dividing 50% of the applicable Purchaser’s subscription amount by the exercise price. The Warrants contain standard anti-dilution adjustments, including adjustments for stock dividends, stock splits, and certain fundamental transactions.