Q/C TECHNOLOGIES, INC.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 2026
QCLS$0.34+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023751
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001493152-26-037333
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 159 current paragraphs.
99 unchanged; 30 reworded; 16 added; 12 removed; 0 previous and 14 current paragraphs rearranged.
Tables are not compared: 5 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
QCLS is engaged in the development of a proprietary silicon photonic computing architecture for artificial intelligence (“AI”) inference. The Company focuses its efforts on its optical processing unit initiative (the “OPU Initiative”). The OPU Initiative is focused on developing next-generation optical computing technologies designed to address the performance, bandwidth, and energy limitations of traditional electronic computing architectures, including through internally developed intellectual property and strategic collaborations addressing challenges such as analog precision, nonlinear computation, and memory integration. The Company has assembled a team of experts in AI, photonics, and advanced computing to support the OPU Initiative and intends to develop proprietary optical chip architectures designed to address key bottlenecks in bandwidth, energy efficiency, and scalability for AI inference applications, while building a portfolio of foundational intellectual property through patent filings. In connection with this shift in strategic focus, the Company relocated its headquarters to San Francisco, California, where it is establishing an integrated photonics laboratory to accelerate research and development of the OPU Initiative.
Current report
Stock-based compensation increased $2,268,801 or 2,163%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase is primarily a result of the stock options issued during the second quarter to the Board of Directors, which had immediate vesting. Additionally, the Company entered into an additional consulting agreement that granted stock options with immediate vesting.
Current report
During the three months ended June 30, 2026, we recorded a gain of $81,000 related to the change in fair value of the Series H Derivative liabilities, which is recorded in other income on the Statements of Operations. We estimated the $1,566,000 fair value of the bifurcated embedded derivative at June 30, 2026 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $3.90 on the valuation date, estimated equity volatility of 130.0%, the time to maturity of 0.67 years, a discounted market interest rate of 3.92%, dividend rate of 7.0%, a penalty dividend rate of 15.0%, and probability of default of 4.4%.
Current report
General and Administrative Expenses
Current report
Stock-Based Compensation
Current report
Stock-based compensation increased $2,242,771, or 1,184%, during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase is primarily a result of the stock options issued during the second quarter to the Board of Directors. The Company entered into an additional employment agreement to issue stock options.
Current report
Franchise Tax Expenses
Current report
Impairment of Technology License
Current report
During the six months ended June 30, 2026, impairment of technology license increased by $3,177,999 related to the termination of the LightSolver agreement.
Current report
Research and Development Expenses
Current report
Salaries and wages increased $21,226, or 17%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company recorded payroll and severance expenses for one employee. During the six months ended June 30, 2026, the Company the company began to build out R&D staffing for the computing technology business.
Current report
Other Income and Expense
Current report
During the six months ended June 30, 2026 interest and dividend income increased $51,878 primarily related to reduced short-term yields on investments and the reduction in invested funds due to planned usage.
Current report
During the six months ended June 30, 2026, we recorded a gain of $591,000 related to the change in fair value of the Series H Derivative liabilities, which is recorded in other income on the Statements of Operations. We estimated the $1,566,000 fair value of the bifurcated embedded derivative at June 30, 2026 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $3.90 on the valuation date, estimated equity volatility of 130.0%, the time to maturity of 0.67 years, a discounted market interest rate of 3.92%, dividend rate of 7.0%, a penalty dividend rate of 15.0%, and probability of default of 4.4%.
Current report
The Series H Private Placement was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Series H Investors in the Series H Private Placement has represented to us that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The shares of Series H Preferred Stock and Series H Investor Warrants were offered without any general solicitation by us or our representatives.
Current report
On June 26, 2026, the Company provided notice of its intention to terminate the License Agreement, effective as of June 26, 2026. In connection with such termination, LPU was automatically and immediately relieved from its obligation to make any additional Milestone Event payments or other payments described above, and LightSolver has no right to receive any further contingent consideration under the License Agreement or the MIPA.
Removed paragraphs (12)
Previous report
QCLS has historically been engaged in the development and commercialization of two therapeutic platforms based on well-defined targets: Isomyosamine and Supera-CBD. Recently, the Company has shifted its business strategy to focus on energy-efficient blockchain and cryptocurrency infrastructure through quantum-class laser-based computing. The Company’s core strategy leverages an exclusive global licensing agreement with LightSolver Ltd. (“LightSolver”) entered into on September 2, 2025, to deploy innovative laser processing units (“LPUs”), specifically the Company-branded qc-LPU100™ (“qc-LPU100”), which harnesses the natural properties of light with the goal of achieving high computational speed and energy efficiency. The qc-LPU100 is intended to address complex combinatorial and physical problems, such as partial differential equations, and is targeted for applications in cryptocurrency, decentralized physical infrastructure tokens (“DePin Tokens”), and artificial intelligence-driven high-performance computing that relies on decentralized networks. The Company seeks to position itself as a first-mover in bridging laser-based computing with cryptocurrency infrastructure, addressing industry challenges including high energy consumption, scalability limitations, and reliance on traditional graphics processing units (“GPUs”). LPUs are designed to operate at room temperature in standard rack-unit sizes and are intended to outperform GPUs and quantum processing units (“QPUs”) in speed, efficiency, and sustainability, while enhancing blockchain security.
Previous report
The Company is evaluating the potential divestiture of Isomyosamine and Supera-CBD to fund its new strategic focus, with the objective of creating long-term stockholder value.
Previous report
Revenue
Previous report
Revenue
Previous report
Stock-based compensation decreased $26,030, or 31%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. All of the stock options issued on June 7, 2023 fully vested during June 2025.
Previous report
Francise Tax Expenses
Previous report
Registration Rights Agreements
Previous report
In connection with the Series F-1 Private Placement, the Company entered into a Registration Rights Agreement with the Series F-1 Investors (the “Series F-1 Registration Rights Agreement”), pursuant to which the Company agreed to file a resale registration statement (the “Series F-1 Registration Statement”) with the SEC to register for resale (A) 200% of the Series F-1 Conversion Shares and (B) 200% of the shares of Common Stock issuable upon exercise of the Series F-1 Warrants (the “Series F-1 Warrant Shares”) promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series F-1 Registration Rights Agreement).
Previous report
In connection with the Series G Private Placement, the Company entered into a Registration Rights Agreement with the Series G Investors (the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration Statement”) with the SEC to register for resale (A) 200% of the shares of Common Stock issuable upon conversion of the Series G Preferred Stock (the “Series G Conversion Shares”), (B) 200% of the shares of Common Stock issuable upon conversion of the PIK Shares, and (C) 200% of the shares of Common Stock issuable upon exercise of the Series G Warrants (the “Series G Warrant Shares”) promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series G Registration Rights Agreement).
Previous report
In connection with the Registration Rights Agreements, the Company filed a registration statement on Form S-3 covering such securities, which registration statement was filed on June 21, 2024, amended on August 8, 2024 and declared effective by the SEC on August 12, 2024. Under the Series F-1 Registration Rights Agreement, the Company is obligated to pay certain liquidated damages to the Series F-1 Investors if the Company, among other things, failed to file the Series F-1 Registration Statement when required, failed to file or cause the Series F-1 Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Series F-1 Registration Statement.
Previous report
Series H Registration Rights Agreements
Previous report
In connection with the Series H Private Placement, we entered into the Series H Registration Rights Agreement, pursuant to which we are obligated, among other things, to (A) file a resale registration statement (the “Registration Statement”) with the SEC to register for resale promptly following the Series H Closing Date, but in no event later than 15 calendar days after the Series H Closing Date, the sum of (i) 200% of the maximum number of Series H Conversion Shares issuable upon conversion of the shares of Series H Preferred Stock ((x) assuming for purposes hereof that the shares of Series H Preferred Stock are convertible at the Floor Price (as defined herein) and (y) any such conversion shall not take into account any limitations on the conversion of the shares of Series H Preferred Stock set forth in the Series H Certificate of Designations) and (ii) 200% of the maximum number of Common Stock issuable upon exercise of the Series H Investor Warrants ((x) assuming for purposes hereof that such Series H Investor Warrants will be exercised at the initial exercise price as set forth in such Series H Investor Warrants and (y) any such exercise shall not take into account any limitations on the exercise of such Series H Investor Warrants as set forth therein), in each case subject to the adjustments set forth in the Series H Certificate of Designations and Series H Investor Warrants, (B) have such Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series H Registration Rights Agreement and as may be amended from time to time), and (C) maintain the registration until the earlier of (x) the date on which the selling stockholders may sell their Series H Conversion Shares or shares issuable upon exercise of the Series H Investor Warrants without restriction pursuant to Rule 144 under the Securities Act, and (y) the date on which the selling stockholders no longer hold any such Series H Conversion Shares or shares issuable upon exercise of the Series H Investor Warrants. The Company will be obligated to pay certain liquidated damages to the Series H Investors if the Company fails to file the Registration Statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Registration Statement pursuant to the terms of the Series H Registration Rights Agreement.
Reworded paragraphs (30)
Previous wording
As of March 31, 2026, the Company’s cash on hand was $1.13 million and marketable securities were $11.85 million. The Company has incurred a net loss from operations of $1.86 million for the three months ended March 31, 2026. As of March 31, 2026, the Company had working capital of $10.02 million and stockholders’ equity of $20.70 million including an accumulated deficit of $145.65 million. During the three months ended March 31, 2026, cash flows used in operating activities were $3.29 million consisting primarily of a net loss of $1.24 million, Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred Stock in public and private placements.
Current wording
As of June 30, 2026, the Company’s cash on hand was $0.3 million and marketable securities were $10.68 million. The Company has incurred a net loss from operations of $8.65 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had working capital of $8.18 million and stockholders’ equity of $16.09 million including an accumulated deficit of $152.19 million. During the six months ended June 30, 2026, cash flows used in operating activities were $5.11 million consisting primarily of a net loss of $7.86 million. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred Stock in public and private placements.
Previous wording
The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of March 31, 2026 as they fall due within the next twelve-month period following the issuance of these condensed consolidated financial statements, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.
Current wording
The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of June 30, 2026 as they fall due within the next twelve-month period, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.
Previous wording
None of our two employees are principally involved in research and development activities for either the laser-based computing business or our legacy pharmaceutical product candidates, Isomyosamine or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.
Current wording
One of our three employees is involved in the research and development activities for the laser-based computing business. None of our other two employees are principally involved in the research and development of our legacy pharmaceutical product candidates, Isomyosamine or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.
Previous wording
Other income (expense), net consists of interest and dividends earned on our cash, cash equivalents, and investments, gains on the sale marketable securities, losses on equity investments, gains on the forgiveness of debt and an uninsured casualty loss.
Current wording
Other income (expense), net consists of interest and dividends earned on our cash, cash equivalents, and investments, gains on the sale marketable securities, and gains or losses on investments.
Previous wording
Personnel costs increased $43,486, or 39%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company had three employees, during the three months ended March 31, 2026, there are three employees. Employment for two employees terminated in 2025 and two new employees joined the Company for the three months ended March 31, 2026. The increase in personal cost directly relates to the increased compensation (salaries) of the new employees hired in 2026.
Current wording
Personnel costs increased $13,405, or 12%, during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. During the three months ended June 30, 2025, the Company had three employees, during the three months ended June 30, 2026, there are four employees. Employment for two employees terminated in 2025 and one new employee joined the Company for the three months ended June 30, 2026. The increase in personal cost directly relates to the increased compensation (salaries) of the new employee hired in 2026.
Previous wording
Professional services costs increased $315,604, or 133%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to increases in fees for recruiting services, legal fees, and general business consulting services; primarily supporting the 2025 financial statement audit and the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
Professional services costs increased $248,624, or 87%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to increases in fees for recruiting services, legal fees, and general business consulting services; primarily supporting the 2025 financial statement audit and 2025 SEC Form 10-K preparation efforts.
Previous wording
Stock market and investor relations costs decreased $132,001, or 74%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the costs associated with corporate branding efforts during the three months ended March 31, 2026, in connection with the Company’s quantum-class laser-based computing business strategy.
Current wording
Stock market and investor relations costs decreased $173,946, or 76%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, printing materials and proxies, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the costs associated with a special stockholder meeting scheduled in the first half of 2025 along with the required annual stockholder meeting.
Previous wording
Other administrative expenses decreased $2,124, or 1%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. Costs were generally unchanged during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
Current wording
Other administrative expenses increased $20,569, or 8%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. Costs were generally unchanged during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Previous wording
Salaries and wages decreased $39,362, or 62%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company recorded payroll and severance expenses for one employee. During the three months ended March 31, 2026, the Company one staff member.
Current wording
Salaries and wages increased $60,588 or 101%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. During the three months ended June 30, 2025, the Company recorded payroll and severance expenses for one employee. During the three months ended June 30, 2026, the Company had hired a highly compensated engineer in R&D.
Previous wording
Professional services costs decreased $95,481, or 80%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Current wording
Professional services costs decreased $55,500, or 50%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Previous wording
Other research and development expenses decreased $3,790, or 100%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended March 31, 2025 is primarily related to decreased expenses for international shipping.
Current wording
Other research and development expenses decreased $21,239, or 100%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended June 30, 2026 is directly related to the suspension of the Phase 2b study and the transition from pharmaceutical research to laser-based and optical computing.
Previous wording
Other income totaled $612,416, for the three months ended March 31, 2026, and other income, net of expenses, totaled $1,347,091 for the three months ended March 31, 2025.
Current wording
Other income, net of expense totaled $174,500 for the three months ended June 30, 2026, and other income, net of expense, totaled $76,428 for the three months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2026 interest and dividend income increased $8,828 primarily related to the availability of cash for investment.
Current wording
During the three months ended June 30, 2026 interest and dividend income increased $43,050 primarily related to the treasury yields having a lower return compared to the first quarter.
Previous wording
During the three months ended March 31, 2026, we recorded a loss of $510,000 related to the change in fair value of the Series H Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $1,647,000 fair value of the bifurcated embedded derivative at March 31, 2026 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 100.0%, estimated traded volume volatility of 275.0%, the time to maturity of 1 year, a discounted market interest rate of 4.18%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 5.2%.
Current wording
During the three months ended June 30, 2025, we recorded a loss of $19,000 related to the change in fair value of the Series F-1 Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $0 fair value of the bifurcated embedded derivative at June 30, 2025 using a Monte Carlo simulation model, with the following inputs: the fair value of our Common Stock of $0.12 on the valuation date, estimated equity volatility of 125.0%, estimated traded volume volatility of 345.0%, the time to maturity of 0.5 year, a discounted market interest rate of 4.28%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 4.4%.
Previous wording
Franchise taxes for the state of Delaware totaled $219,403 and $0 for the three months ended March 31, 2026 and 2025, respectively. The increase is related to the franchise tax for 2025 that was paid late and is reflected in the condensed consolidated financial statements as of September 30, 2025.
Current wording
Franchise taxes for the state of Delaware totaled $219,403 and $0 for the six months ended June 30, 2026 and 2025, respectively. The increase is related to the Franchise tax for 2025 was paid late and is reflected in the condensed consolidated financial statements as of September 30, 2025.
Previous wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $896,346, or 66%, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease is related to the suspension of the Company’s Phase 2b study of Isomyosamine.
Current wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $1,517,444, or 74%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease is related to the suspension of the Company’s Phase 2b study of Isomyosamine.
Previous wording
During the three months ended March 31, 2025, the Company recorded a gain of $1,284,000 related to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Statements of Comprehensive Loss. The Company estimated the $0 fair value of the bifurcated embedded derivative at March 31, 2025 using a Monte Carlo simulation model, with the following inputs: the fair value of our Common Stock of $0.364 on the valuation date, estimated equity volatility of 110.0%, estimated traded volume volatility of 265.0%, the time to maturity of 0.25 years, a discounted market interest rate of 8.1%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 2.5%.
Current wording
During the six months ended June 30, 2025, we recorded a gain of $1,303,000 related to the change in fair value of the Series F-1 Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $0 fair value of the bifurcated embedded derivative at June 30, 2025 using a Monte Carlo simulation model, with the following inputs: the fair value of our Common Stock of $0.12 on the valuation date, estimated equity volatility of 125.0%, estimated traded volume volatility of 345.0%, the time to maturity of 0.5 year, a discounted market interest rate of 4.28%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 4.4%.
Previous wording
As of March 31, 2026, the Company’s cash on hand was $1,127,619 and marketable securities were $11,847,305. The Company has incurred a net loss attributable to stockholders of $1,528,448 for the three months ended March 31, 2026. As of March 31, 2026, the Company had working capital of $10,016,447 and stockholders’ equity of $20,719,606, including an accumulated deficit of $145,651,183. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and preferred stock in public and private placements.
Current wording
As of June 30, 2026, the Company’s cash on hand was $307,612 and marketable securities were $10,679,782. The Company has incurred a net loss attributable to stockholders of $8,067,968 for the six months ended June 30, 2026. As of June 30, 2026, the Company had working capital of $8,175,648 and stockholders’ equity of $16,090,897, including an accumulated deficit of $152,190,703. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and preferred stock in public and private placements.
Previous wording
During the three months ended March 31, 2026, cash flows used in operating activities were $3,286,563, consisting primarily of a net loss of $1,242,777 and changes in operating assets and liabilities.
Current wording
During the six months ended June 30, 2026, cash flows used in operating activities were $5,105,096, consisting primarily of a net loss of $7,859,013 and changes in operating assets and liabilities.
Previous wording
Our net cash used in operating activities totaled $2,640,240 for the three months ended March 31, 2025, consisting primarily of a net loss of $1,124,743, a gain on the fair value of derivatives of $1,284,000, and a decrease of $308,478 in trade and other payables.
Current wording
During the six months ended June 30, 2025, cash flows used in operating activities were $4,705,607, consisting primarily of a net loss of $2,939,938 and a gain on the fair value of derivatives of $1,303,000, and a decrease in prepaid expenses of $445,773 and a decrease in trade and other payables of $224,954.
Previous wording
Our net cash provided by investing activities totaled $2,973,256 for the three months ended March 31, 2026. During the three months ended March 31, 2026, we purchased securities totaling $144,977 and sold securities totaling $3,118,233.
Current wording
Our net cash provided by investing activities totaled $4,014,678 for the six months ended June 30, 2026. During the six months ended June 30, 2026, we purchased securities totaling $218,751 and sold securities totaling $4,379,638.
Previous wording
Our net cash provided by investing activities totaled $2,540,330 for the three months ended March 31, 2025. During the three months ended March 31, 2025, we purchased securities totaling $5,859,483 and sold securities totaling $8,399,813.
Current wording
Our net cash provided by investing activities totaled $4,740,006 for the six months ended June 30, 2025. During the six months ended June 30, 2025, we purchased securities totaling $5,919,540 and sold securities totaling $10,659,546.
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2026 was $453,930 which consisted of receipts for the exercise of outstanding.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2026 was $411,034 which consisted of receipts for the exercise of outstanding warrants offset by dividends paid on preferred stock.
Previous wording
Net cash consumed by financing activities during the three months ended March 31, 2025 was $ 0.
Current wording
Net cash consumed by financing activities during the six months ended June 30, 2025 was $0.
Previous wording
On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors in a private placement (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, and (ii) warrants to acquire up to an aggregate of 2,218 shares of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”) (collectively, the “February 2023 Offering”) with an initial exercise price of $6,765.00 (the “Series F Exercise Price”).
Current wording
On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, and (ii) warrants to acquire up to an aggregate of 2,218 shares of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”) (collectively, the “February 2023 Offering”) with an initial exercise price of $6,765.00 (the “Series F Exercise Price”).
Previous wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors in a private placement (i) shares of the Company’s newly-designated Series F-1 Preferred Stock, (ii) short-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $181.60 per share (the “Series F-1 Short-Term Warrants Exercise Price”), and (iii) long-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an initial exercise price of $181.60 (the “Series F-1 Long-Term Exercise Price” and, together with the Series F-1 Short-Term Warrants Exercise Price, the “Series F-1 Exercise Price”) per share (collectively, the “Series F-1 Private Placement”). The closing of the Series F-1 Private Placement occurred on May 23, 2024 (the “Series F-1 Closing Date”).
Current wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors (i) shares of the Company’s newly-designated Series F-1 Preferred Stock, (ii) short-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $181.60 per share (the “Series F-1 Short-Term Warrants Exercise Price”), and (iii) long-term warrants to acquire up to an aggregate of 27,813 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an initial exercise price of $181.60 (the “Series F-1 Long-Term Exercise Price” and, together with the Series F-1 Short-Term Warrants Exercise Price, the “Series F-1 Exercise Price”) per share (collectively, the “Series F-1 Private Placement”). The closing of the Series F-1 Private Placement occurred on May 23, 2024 (the “Series F-1 Closing Date”).
Previous wording
Pursuant to that certain Omnibus Amendment Agreement, dated as of April 8, 2025, by and among the Company and the Required Holders (as defined in the Series F-1 Warrants) (the “April 2025 Amendment Agreement”), the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance.
Current wording
Pursuant to that certain Omnibus Amendment Agreement, dated as of April 8, 2025, by and among the Company and the Required Holders (as defined in the Series F-1 Warrants) (the “April 2025 Amendment Agreement”), the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance., the Series F-1 Short-Term Warrants were extended to expire five years from the date of issuance.
Previous wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”), pursuant to which it agreed to sell to the Series G Investors in a private placement (i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 49,288 shares of the Company’s Common Stock at an initial conversion price of $181.60 per share (the “Series G Conversion Price”), (ii) short-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Short-Term Warrants”) at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Long-Term Warrants,” and collectively with the Series G Short-Term Warrants, the “Series G Warrants”) at an initial exercise price of $181.60 per share (the “Series G Exercise Price”) (collectively, the “Series G Private Placement” and collectively with the Series F-1 Private Placement, each a “Private Placement” and collectively, the “Private Placements”). The closing of the Series G Private Placement occurred on May 23, 2024 (the “Series G Closing Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).
Current wording
On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 49,288 shares of the Company’s Common Stock at an initial conversion price of $181.60 per share (the “Series G Conversion Price”), (ii) short-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Short-Term Warrants”) at an exercise price of $181.60 per share, and (iii) long-term warrants to acquire up to an aggregate of 49,288 shares of Common Stock (the “Series G Long-Term Warrants,” and collectively with the Series G Short-Term Warrants, the “Series G Warrants”) at an initial exercise price of $181.60 per share (the “Series G Exercise Price”) (collectively, the “Series G Private Placement” and collectively with the Series F-1 Private Placement, each a “Private Placement” and collectively, the “Private Placements”). The closing of the Series G Private Placement occurred on May 23, 2024 (the “Series G Closing Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).
Previous wording
As of March 31, 2026, there were 8,804 shares of Series G Preferred Stock outstanding, Series G Short-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock, and Series G Long-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock.
Current wording
As of June 30, 2026, there were 8,812 shares of Series G Preferred Stock outstanding, Series G Short-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock, and Series G Long-Term Warrants outstanding to purchase up to 2,654,765 shares of Common Stock.
Previous wording
In connection to the transactions contemplated by the MIPA, prior to entering into the MIPA, on September 2, 2025, LPU and LightSolver Ltd., an Israeli company (“Lightsolver” or “Licensor”) entered into a license agreement (as may be subsequently amended, supplemented, amended and restated or otherwise modified, the “License Agreement”). withPursuant to the License Agreement, Lightsolver granted LPU, among other things, an exclusive license to use and commercialize its proprietary laser processing hardware units (the “Machines”) specifically configured for cryptocurrency mining applications and its proprietary intangible technology necessary or useful to utilize the Machines (the “Technology”) solely for cryptocurrency mining applications.
Current wording
In connection to the transactions contemplated by the MIPA, prior to entering into the MIPA, on September 2, 2025, LPU and LightSolver Ltd., an Israeli company (“LightSolver” or “Licensor”) entered into a license agreement (as may be subsequently amended, supplemented, amended and restated or otherwise modified, the “License Agreement”). Pursuant to the License Agreement, LightSolver granted LPU, among other things, an exclusive license to use and commercialize its proprietary laser processing hardware units (the “Machines”) specifically configured for cryptocurrency mining applications and its proprietary intangible technology necessary or useful to utilize the Machines (the “Technology”) solely for cryptocurrency mining applications.
Rearranged current paragraphs (14)
Current report — wording carried from elsewhere
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs for the three months ended June 30, 2025. Costs decreased $621,098, or 91%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease is related to the suspension of the Company’s Phase 2b study of Isomyosamine.
Current report — wording carried from elsewhere
Summary of Statements of Consolidated Operations for the Six Months Ended June 30, 2026 and 2025
Current report — wording carried from elsewhere
The following table summarized the results of consolidated operations for the six months ended June 30, 2026 and 2025.
Current report — wording carried from elsewhere
We had no revenue from operations during the six months ended June 30, 2026 and 2025.
Current report — wording carried from elsewhere
The table below summarizes our general and administrative expenses for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
Personnel costs increased $56,890, or 26%, during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company had three employees, during the six months ended June 30, 2026, there are three employees. Employment for two employees terminated in 2025 and two new employees joined the Company for the six months ended June 30, 2026. The increase in personal cost directly relates to the increased compensation (salaries) of the new employees hired in 2026.
Current report — wording carried from elsewhere
Professional services costs increased $564,228, or 108%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to increases in fees for recruiting services, legal fees, and general business consulting services; primarily supporting the 2025 financial statement audit and 2025 SEC Form 10-K preparation efforts.
Current report — wording carried from elsewhere
Stock market and investor relations costs decreased $260,594, or 64%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, printing materials and proxies, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the costs associated with a special stockholder meeting scheduled in the first half of 2025 along with the required annual stockholder meeting.
Current report — wording carried from elsewhere
Other administrative expenses decreased $26,907 or 5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These costs include board of director expenses, business insurance, corporate travel and other general operating expenses. Costs were generally unchanged during the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Current report — wording carried from elsewhere
The table below summarizes our research and development expenses for the three months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
Professional services costs decreased $150,981, or 66%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Current report — wording carried from elsewhere
Other research and development expenses decreased $25,119, or 100%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The 2025 expenses would normally include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the six months ended June 30, 2026 is primarily due to no spending in 2026 related to the pharmaceutical business.
Current report — wording carried from elsewhere
The table below summarizes our other income and expenses for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
Other income, net of expenses totaled $786,916, for the six months ended June 30, 2026, and other income, net of expenses, totaled $1,423,519 for the six months ended June 30, 2025.