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ZyVersa Therapeutics, Inc.

For the period ended Mar 31, 2026. Filed May 13, 2026.

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

Mar 31, 2026 · Filed May 13, 2026

ZVSA$0.00-90.0%Stored close · as of Nov 10, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

Note 1 –Business Organization, Nature of Operations and Basis of Presentation

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.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026.

Note 2 –Going Concern and Management’s Plans

The accompanying condensed 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 condensed 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 March 31, 2026, the Company had cash of approximately $0.3 million and a working capital deficit of approximately $14.1 million. During the three months ended March 31, 2026, the Company incurred a net loss of approximately $1.8 million and used cash in operations of approximately $0.8 million. The Company has an accumulated deficit of approximately $139.4 million as of March 31, 2026.

The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that significant research and development and general and administrative expenses will continue to be incurred, 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. 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

Since the date the Company’s December 31, 2025 financial statements were issued in its 2025 Annual Report on Form 10-K, there have been no material changes to the Company’s significant accounting policies.

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, including warrants, share based compensation, and convertible notes, as well as 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.

Convertible Notes and Warrants Valuation

The Company accounts for its Convertible Notes under the fair value option (“FVO”) pursuant to ASC 825, Financial Instruments, having elected the FVO because the Convertible Notes contain embedded features that would otherwise require bifurcation under ASC 815. The Company accounts for the freestanding Warrants issued together with the Convertible Notes as liabilities pursuant to ASC 480, Distinguishing Liabilities from Equity. The Convertible Notes and Warrants are measured at fair value on the date of issuance and remeasured at fair value at each reporting date, with changes in fair value recorded within non-operating other income or expense in the consolidated statements of operations, except that the portion of the change in fair value of the Convertible Notes attributable to instrument-specific credit risk is presented in other comprehensive income or loss pursuant to ASC 825-10-45-5. The fair value of the Convertible Notes and Warrants is determined using a Probability Weighted Expected Return Method (PWERM) in combination with Monte-Carlo simulations that classify both instruments within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Key assumptions may include the risk-free rate, expected term, expected stock price volatility, expected credit risk, and management’s assumptions regarding the probabilities of various events occurring. Issuance costs allocable to the Convertible Notes and Warrants are expensed as incurred because ASC 825 and ASC 480 do not permit the deferral of transaction costs for instruments carried at fair value through earnings or classified as liabilities, respectively. See Note 9 – Fair Value Measurement for additional details regarding the valuation techniques and assumptions used in valuing Level 3 inputs.

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:

For the Three Months Ended
March 31,
20262025
Warrants [1]6,911,7733,852,258
Convertible notes [2]6,304,795-
Warrant liabilities [3]2,777,778-
Options387,3289,603
Series A Convertible Preferred Stock7272
Series B Convertible Preferred Stock2,0672,067
Total potentially dilutive shares16,383,8123,864,000
[1]As part of the InflamaCORE, LLC license agreement, warrants to purchase 342 shares of common stock are to be issued upon the satisfaction of certain milestones and, accordingly, are not included in the amount currently reported.
[2]The Convertible Notes have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price of $0.16, derived from a 20% discount to the fair value of the common stock of $0.20 per share as of March 31, 2026.
[3]The Warrant Liabilities have an exercise price derived as function of the implied common stock price upon the consummation of certain qualifying transactions or VWAP. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price of $0.18 per share, derived from a 10% discount to the fair value of the common stock of $0.20 per share as of March 31, 2026.

Segment Reporting

The Company has one 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 condensed 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.

**Sequencing Policy **

As a result of the issuance of common stock purchase warrants on February 27, 2026 that are exercisable into the Company’s common stock at a variable exercise price with no floor (see Note 8 – Stockholders’ (Deficit) Equity – Stock Warrants for details), the Company adopted a sequencing policy under ASC 815-40-35, because the Company is unable to determine it has sufficient authorized shares as a result of these warrants having a potentially indeterminable number of shares. Under the Company’s sequencing policy, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, the issuance of securities to the Company’s employees or directors is not subject to the sequencing policy.

Vendor Concentration

As of March 31, 2026 and December 31, 2025, accounts payable to one vendor accounted for 56%, related to research and development. The Company relies on this vendor to perform critical research and development.

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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies and reorganizes interim reporting disclosure requirements by introducing a disclosure principle that requires entities to disclose significant events and changes in circumstances that occur during interim periods. The amendments are intended to improve the consistency, usefulness, and understandability of interim financial reporting by focusing disclosures on matters that are material to an understanding of the entity’s financial position, cash flows, and results of operations. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

Reclassifications

Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share.

Note 4 –Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2026 and December 31, 2025:

March 31,December 31,
20262025
Payroll accrual$1,593,775$1,343,382
Accrued interest from disputed vendor invoice911,783780,539
Bonus accrual700,688536,500
Accrued issuable equity85,36657,195
Other accrued expenses4,3691,969
Registration delay liability7,2617,261
Total accrued expenses and other current liabilities$3,303,242$2,726,846

Note 5 –Convertible Notes

On February 27, 2026, the Company entered into separate Securities Purchase Agreements (the “Securities Purchase Agreements”) with certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold to the Purchasers convertible promissory notes in an aggregate principal amount of $1.0 million (the “Convertible Notes”) and Series A-4 Common Stock Purchase Warrants (the “Warrants”) to purchase shares of the Company’s common stock. The Convertible Notes bear interest at a rate of 10% per annum (the “Interest Rate”), compounded annually, with interest accruing on the unpaid principal amount and payable on February 27, 2027 (the “Maturity Date”). Upon an event of default, interest accrues at 22% per annum (the “Default Interest Rate”), compounded annually, reverting to the Interest Rate upon remediation of default or written waiver at the election of the Purchasers. The Company may prepay the Convertible Notes in whole or in part at any time without premium or penalty.

Additionally, the Securities Purchase Agreements contain customary representations, warranties, and covenants of the Company and the Purchasers. The Company has agreed to certain covenants, including (i) within six months of the issuance date, filing a resale registration statement covering the shares of common stock issuable upon conversion of the Convertible Notes, (ii) within 30 days of August 26, 2026, filing a resale registration statement covering the shares of common stock issuable upon Warrant exercise, (iii) restrictions on redemption of, or payment of dividends on, the Company’s securities while the Convertible Notes or Warrants are outstanding, and (iv) restrictions on variable rate transactions while the Convertible Notes are outstanding. Upon the occurrence and during the continuance of an event of default, (i) interest on the Convertible Notes would accrue at the Default Interest Rate of 22% per annum, compounded annually, in lieu of the 10% Interest Rate, and (ii) the Purchasers would be entitled, at their election, to accelerate and demand immediate repayment of all outstanding principal, accrued interest, and other amounts then payable under the Convertible Notes. In addition, if the Company fails to deliver conversion shares within the required share delivery deadline following a conversion notice, or if a resale registration statement covering the conversion shares is not effective and available when required, the Company would be obligated to pay the applicable Purchaser a cash amount equal to 2% per month of the value of the conversion shares not timely delivered, subject to an aggregate cap of 10% of the value of such shares, and the Purchaser would have the right to void its conversion notice and pursue other remedies available at law or in equity. As of March 31, 2026, no event of default had occurred under the Convertible Notes and no penalty amounts had been incurred or paid. See Note 8 – Stockholders’ Equity for additional information on the Warrant Liabilities, including certain terms defined therein.

Upon the issuance of equity securities pursuant to which the Company receives aggregate gross proceeds of at least $15.0 million (a “Qualified Offering”), the Convertible Notes will automatically convert into the same equity securities issued in such Qualified Offering at a conversion price equal to 80% of the price per share paid in the Qualified Offering. Further, at the earlier of (i) six months after the date of issuance (on or after August 26, 2026) or (ii) an event of default, the Purchasers may elect, by delivering a written conversion notice, to convert all or any portion of outstanding principal and accrued interest into common stock at a conversion price equal to 80% of the lowest daily volume-weighted average price (“VWAP”) of the common stock during the 10 trading days prior to delivery of a conversion notice. This conversion price is subject to a floor price of $0.02 per share (the “Floor Price”). If the conversion price on any conversion date would be less than the Floor Price, the Company shall issue the number of conversion shares equal to the notional amount divided by the Floor Price, and additionally pay the Purchasers a cash amount equal to the share shortfall multiplied by the lowest VWAP on the date immediately preceding the delivery of a conversion notice (the “Floor Price True-Up”). Upon delivery of a conversion notice, the Company may elect to instead repay all outstanding principal and accrued interest in cash.

The Company determined that the Convertible Notes contained (i) an automatic redemption feature pursuant to which the conversion price is equal to the price per share in a Qualified Offering with a 20% discount which required bifurcation, (ii) a holders’ conversion option pursuant to which the conversion price is equal to 80% of the lowest daily VWAP of common stock during the 10 trading days prior to delivery of a conversion notice, and subject to the Floor Price True-Up, which may require a combination of net share and cash settlement, which required bifurcation, (iii) an issuer’s election to cash settle upon holders’ written notices to convert which did not require bifurcation, and (iv) an automatic conversion pursuant to and upon a change of control which did not require bifurcation.

As a result of the embedded features on the Convertible Notes that required bifurcation, the Company elected the fair value option (“FVO”) for fair value measurement of the Convertible Notes, which was determined to equal $1,200,000 in the aggregate as of March 31, 2026. The FVO eliminates the requirement to separately bifurcate any of the embedded features because the FVO implicitly reflects the economics of all embedded features without requiring bifurcation. See Note 9 – Fair Value Measurement for additional details regarding the valuation techniques and assumptions used in valuing Level 3 inputs.

Note 6 –Income Taxes

The tax provisions for the three months ended March 31, 2026 and 2025 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 0.00% for the three months ended March 31, 2026 and 2025, because the Company has significant net deferred tax assets, including those associated with net operating losses, that are subject to a full valuation allowance.

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 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 $911,783 and $780,539 within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. The Company has accounted for the unaccrued interest and unsupported charges of $1,068,180 as a loss contingency and because the liability is not deemed probable, it has not been recorded as a liability in the condensed consolidated balance sheet as of March 31, 2026 or December 31, 2025.

On April 15, 2026, the Company received four additional invoices from the vendor totaling $117,525. These invoices stated that they represented work completed between 2019 and 2020, but the vendor didn’t provide support for the charges. The Company plans to dispute these charges within thirty days as per the agreement. The Company does not believe these charges are supported and therefore the liability is not deemed probable and has not been recorded as a liability in the condensed consolidated balance sheet as of March 31, 2026.

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. On January 15, 2024, the Company extended the lease for an additional year for a total annual 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 is currently operating without any formal designated office space.

The Company recognized rent expense in connection with its operating lease for the three months ended March 31, 2026 and 2025 of $19,845 and $44,196, respectively.

Note 8 –Stockholders’ (Deficit) Equity

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. The Company recorded the change in fair value of this equity payable of $28,171 during the three months ended March 31, 2026. No shares have been purchased as of March 31, 2026.

Stock-Based Compensation

For the three months ended March 31, 2026 the Company recorded stock-based compensation expense of $55,872 (of which, $0 was included in research and development and $55,872 was included in general and administrative expense) related to options issued to employees and consultants. For the three months ended March 31, 2025 the Company recorded stock-based compensation expense of $72,291 (of which, $15,447 was included in research and development and $56,844 was included in general and administrative expense) related to options issued to employees and consultants. As of March 31, 2026 there was $152,444 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.9 years.

Stock Options

A summary of the option activity for the three months ended March 31, 2026 is presented below:

Weighted
Weighted · Average
Average · Remaining · Aggregate
Number of · Exercise · Life · Intrinsic
Options · Price · In Years · Value
Outstanding, January 1, 2026387,357$55.67
Granted--
Exercised--
Expired(29)1,760.50
Outstanding, March 31, 2026387,328$55.259.2$-
Exercisable, March 31, 20268,123$2,583.714.9$-

The following table presents information related to stock options as of March 31, 2026:

Options Outstanding · Options Exercisable
Weighted
Outstanding · Average · Exercisable
ExerciseNumber ofRemaining LifeNumber of
PriceOptionsIn YearsOptions
$0.59377,964--
$152.504,1577.12,916
$738.502866.8286
$791.00386.938
$1,760.501,0311.01,031
$3,965.50376.337
$4,053.002,0953.02,095
$5,726.001,7205.21,720
387,3284.98,123

Stock Warrants

On February 27, 2026, in connection with the Securities Purchase Agreements with the Purchasers, the Company issued warrants (“Warrant Liabilities”) to purchase shares of the Company’s common stock, par value $0.0001 per share, with an aggregate fair value of $144,000. The Warrants are exercisable beginning on the six-month anniversary of their issuance, on or after August 26, 2026 (the “Initial Exercise Date”), and expire on the five-year anniversary of the issuance date, on February 27, 2031 (the “Expiration Date”). The exercise price of the Warrant Liabilities 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 VWAP 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 variable exercise price for the Warrants results in there being no floor for the exercise price if the exercise price is determined in the absence of a Qualified Offering, which creates the potential for an indeterminable number of shares underlying the Warrants. Accordingly, the Company was required to adopt a sequencing policy during the three months ended March 31, 2026 (see Note 3 – Summary of Significant Accounting Policies –Sequencing Policy).

The Warrant Liabilities contain standard anti-dilution adjustments, including adjustments for stock dividends, stock splits, and registration right requirements. Further, upon any merger or consolidation, sale of all or substantially all assets, or transaction resulting in acquisition of more than 50% of outstanding voting power (a “Fundamental Transaction”), the Purchasers may elect to (a) exercise the Warrant Liabilities to be settled in the same form of consideration receivable by common stockholders (the “Alternate Consideration”), or (b) require the Company to repurchase the Warrant Liabilities for cash. Either election provides for settlement amounts equal to the Black-Scholes Value which is computed using a Black-Scholes Option Pricing Model with inputs as follows: (A) U.S. Treasury risk-free rate from announcement to the termination date; (B) 100-day historical volatility (Bloomberg HVT, 365-day basis) as of the trading day following announcement; (C) per-share consideration (cash and non-cash) in the Fundamental Transaction; (D) remaining option time from announcement to the termination date; and (E) zero annual rate of dividends. The exercise price used to compute the Black-Scholes Value is equal to the share price in a Fundamental Transaction.

The Company determined that the Warrants should be classified as liabilities in accordance with ASC 480-10-25-14(a) for instruments that an issuer must or may settle by issuing a variable number of shares and based on a fixed monetary amount known at inception. The Warrants contain certain adjustments to the settlement amount based on an exercise price equal to 110% of the price per share in a Qualified Offering or VWAP that do not meet the criteria for equity treatment. The liability classification under ASC 480 is determinative and did not require further evaluation under ASC 815. As a result, the Warrants were measured at fair value on the date of issuance and changes in fair value are recorded in non-operating other income or losses in the condensed consolidated statements of operations. See Note 3 – Summary of Significant Accounting Policies and Note 9 – Fair Value Measurement for additional details regarding the valuation techniques and assumptions used in valuing Level 3 inputs.

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 entered into 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 Common Warrants became exercisable upon stockholder approval on June 11, 2025 for a term of five years and had an exercise price of $1.00 per share. In 2025, all March 2025 Pre-Funded Warrants were exercised. Total cash issuance costs were $290,317, including $199,863 of placement fees, $64,312 of legal fees, and $26,142 of other costs.

Note 9 –Fair Value Measurement

The aggregate fair value of the Convertible Notes and Warrant Liabilities issued and sold pursuant to the Securities Purchase Agreement on February 27, 2026 was equal to $1,344,000. Generally, the fair value of instruments sold in an arm’s length transaction equals total proceeds, however, in rare circumstances in which freestanding instruments are issued and liability classified, the aggregate fair value of such instruments may exceed total proceeds resulting in a day-1 gain or loss recorded in non-operating other income or loss. As such, the Company recognized a day-one fair value option loss on convertible notes of $344,000, which represents the excess of fair value over total proceeds, in non-operating other expense in the Company’s statement of operations during the three months ended March 31, 2026. Issuance costs in connection with the Securities Purchase Agreements in aggregate of $51,791 were expensed as incurred during the three months ended March 31, 2026.

Convertible Notes

The Company determined that the Convertible Notes should be accounted for as Level 3 FVO-elected liabilities and carried at their fair value computed using a combination of the Probability Weighted Expected Return Method (PWERM) and Monte-Carlo simulations that consider three scenarios: a Qualified Offering occurring by August 27, 2026, a Qualified Offering occurring by February 27, 2027, and no Qualified Offering occurring. The Convertible Notes are therefore classified within Level 3 of the fair value hierarchy because the inputs include significant unobservable credit risk inputs used in the PWERM, and summarized in the table below:

As of
February 27, 2026March 31, 2026
Selected credit ratingCCCCCC
Selected credit spread9.56%9.95%
Private placement premium0.50%0.50%
Security-specific risk premium25.00%25.00%

During the three months ended March 31, 2026, the Company did not record any amounts in other comprehensive income (loss) attributable to instrument-specific credit risk. Additional significant unobservable inputs used in the Monte-Carlo simulations are summarized in the table below:

As of
February 27, 2026March 31, 2026
Risk-free interest rate3.48%3.62%
Expected term (years)1.000.91
Expected volatility40.00%40.00%
Market yield (discount rate)38.50%39.00%

The following table sets forth a summary of the changes in the fair value of Level 3 Convertible Notes that are measured at fair value on a recurring basis during the three months ended March 31, 2026:

Beginning balance as of February 27, 2026$1,200,000
Change in fair value of convertible notes-
Ending balance as of March 31, 2026$1,200,000

Warrant Liabilities

The Company determined that the Warrant Liabilities should be accounted for as Level 3 ASC 480 liabilities and carried at their fair value computed using a Monte Carlo simulation that considered a Qualified Offering scenario and a no Qualified Offering scenario. The Warrant Liabilities are therefore classified within Level 3 of the fair value hierarchy because the inputs include significant unobservable inputs used in the Monte Carlo simulations, summarized in the table below:

As of
February 27, 2026March 31, 2026
Risk-free interest rate3.51%3.78%
Expected term (years)5.004.91
Expected volatility40.00%40.00%
Market yield (discount rate)38.50%39.00%

The following table sets forth a summary of the changes in the fair value of Level 3 Warrant Liabilities that are measured at fair value on a recurring basis during the three months ended March 31, 2026:

Beginning balance as of February 27, 2026$144,000
Change in fair value of warrant liabilities(16,000)
Ending balance as of March 31, 2026$128,000
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