MIRA PHARMACEUTICALS, INC.

Note 1. Description of business and summary of significant accounting policies

Overview

MIRA Pharmaceuticals, Inc. (the “Company” or “MIRA”) is a clinical-stage pharmaceutical company focused on the developing novel oral small-molecule therapeutics for chemotherapy-induced peripheral neuropathy (“CIPN”), chronic inflammatory pain, and obesity. The Company’s pipeline includes three product candidates: Ketamir-2, MIRA-55, and SKNY-1.

Ketamir-2 is anoral selective NMDA receptor modulator that has completed a Phase 1 clinical trial in healthy volunteers and is being advanced toward Phase 2a clinical trial in CIPN under an active Investigational New Drug (“IND”) application.

MIRA-55 is an investigational oral small-molecule drug candidate in preclinical development targeting chronic inflammatory pain. The Company is advancing MIRA-55 toward IND-enabling studies, subject to successful completion of ongoing preclinical development activities and regulatory feedback.

SKNY-1 is an investigational oral small-molecule drug candidate in preclinical development for obesity. The Company is advancing SKNY-1 toward IND-enabling studies, subject to successful completion of ongoing preclinical development activities and regulatory feedback.

On June 13, 2025, the Company formed MIRAPHARM Acquisition, Inc., a wholly owned Delaware subsidiary, to support the acquisition of SKNY Pharmaceuticals, Inc., a private company developing SKNY-1 (see Note 5, Asset Acquisition) (“SKNY”). SKNY is considered a related party due to common shareholders and a shared licensor (see Note 3, License Agreement, Related Party). On September 29, 2025, the Company completed a stock-for-stock merger, pursuant to which SKNY became a wholly owned subsidiary of the Company.

As used herein, the Company’s Common Stock, par value $0.0001 per share, is referred to as the “Common Stock” and the Company’s Preferred Stock, par value $0.0001 per share, is referred to as the “Preferred Stock”.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the condensed consolidated balance sheet, statements of operations, statements of changes in stockholders’ equity and cash flows for the interim periods presented. The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

The condensed consolidated financial statements include the accounts of MIRA and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and going concern

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As of June 30, 2026, the Company had cash of approximately $3.6 million. The Company used approximately $2.4 million of cash in operations during the six months ended June 30, 2026, had a net loss of approximately $1.2 million and $2.4 million for the three and six months ended June 30, 2026, respectively, and had stockholders’ equity of approximately $8.2 million at June 30, 2026.

Historically, the Company has been primarily engaged in developing its product candidates. During these activities, the Company sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for FDA approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company has financed its operations through related party financings, its initial public offering, and ATM financings. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.

As of the date of filing this Quarterly Report on Form 10-Q, the Company has not generated revenues, continued to generate losses, and has insufficient cash and cash equivalents on hand to support its operations for at least the 12 months following the date these unaudited condensed financial statements are issued. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this Quarterly Report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, related party accrued compensation in the amount of $242,258, previously included within due to related party on the consolidated balance sheet as of December 31, 2025, has been reclassified to accrued compensation – related party to conform to the current period classification.

Use of estimates

The preparation of these condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results may differ from such estimates and such differences could be material. Significant estimates during the reporting periods include the value of equity investments held, value of shares of Common Stock issued in an acquisition, stock-based compensation and the deferred tax asset valuation allowance.

Certain Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties, including the risk of failure to secure additional funding to properly execute the Company’s business plan. The Company is subject to risks that are common to companies in the pharmaceutical industry, including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, reliance on third party manufacturers, protection of proprietary technology, and compliance with regulatory requirements.

Cash

The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at two financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s account at these institutions are insured by the FDIC up to $250,000. On June 30, 2026, the Company had cash in excess of FDIC limits of approximately $3.4 million. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Investments in Equity Securities, Equity Method Investments

Investments in entities over which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method of accounting in accordance with ASC Topic 323,Investments — Equity Method and Joint Ventures(“ASC 323”). Under the equity method, investments are initially recorded at cost and subsequently adjusted to reflect the Company’s proportionate share of the investee’s net income or loss, which is recorded in equity method income (loss) in the statements of operations. Distributions received from investees reduce the carrying amount of the investment. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.

Fair Value of Financial Instruments

The Company measures the fair value of financial instruments in accordance with GAAP, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

GAAP 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. GAAP 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. The Company considers the carrying amount of deferred offering costs to approximate fair value due to short-term nature of this instrument. GAAP 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.

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

Revenue Recognition

The Company has not generated revenue from contracts with customers as of June 30, 2026. The Company will recognize revenue in accordance with ASC 606,Revenue from Contracts with Customers, when it satisfies its performance obligations by transferring control of promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled.

Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred.

General and administrative expenses are primarily comprised of personnel costs, insurance expenses, professional services fees, travel and office expenses, and stock-based compensation. General and administrative expenses are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC 718,Compensation - Stock Compensation. Stock-based compensation cost for equity-classified awards is measured at the grant-date fair value of the award and is recognized as expense over the requisite service period, generally on a straight-line basis. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model, which requires the use of subjective assumptions including expected volatility, expected term, risk-free interest rate, and expected dividends. The Company has elected to account for forfeiture of stock-based awards as they occur.

Income Taxes

Income taxes are recorded in accordance with FASB ASC Topic 740,Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Operating Segments

The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer, who reviews financial information presented for purposes of making operating decisions, assessing financial performance, and allocating resources. The Company operates as a single operating and reportable segment, consistent with the manner in which the CODM evaluates performance and allocates resources, see Note 8 for further information.

Leases

The Company has accounted for leases under the provisions of FASB ASC Topic 842, “Leases”, which requires the Company to recognize right-to-use (ROU) assets and lease liabilities for operating leases on the balance sheet.

Contingencies

In the normal course of business, the Company may be subject to loss contingencies, such as legal proceedings, amounts arising from contractual arrangements and claims arising out of the Company’s business that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and tax matters. In accordance with ASC Topic 450,Accounting for Contingencies, (ASC 450), the Company records accruals for such loss contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company, in accordance with this guidance, does not recognize gain contingencies until realized or realizable.

Warrants

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 FASB ASC Topic 480,Distinguishing Liabilities from Equity (ASC 480) and FASB ASC Topic 815,Derivatives and Hedging (ASC 815). 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 Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company generally determines fair value of the warrants using a Black-Scholes valuation methodology.

A change in any of the terms or conditions of warrants is accounted for as a modification. The accounting for incremental fair value of warrants is based on the specific facts and circumstances related to the modification which may result in a reduction of additional paid-in capital, recognition of costs for services rendered, or recognition as a deemed dividend.

Loss per Share

Basic loss per share of Common Stock is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if stock options, restricted stock awards and warrants were to vest and be exercised. Diluted loss per share excludes, when applicable, the potential impact of stock options, common stock warrant shares, convertible notes, and other dilutive instruments because their effect would be anti-dilutive in the periods in which the Company incurs a net loss.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to Common Stock for the periods in which a net loss is presented because their effect would have been anti-dilutive.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

In November 2024, the FASB issued ASU No. 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management has considered all other recent accounting pronouncements that are issued, but not effective, and it does not believe that they will have a significant impact on the Company’s results of operations or financial position.

Note 2. Prepaid expenses

Prepaid expense consisted of the following at the dates indicated:

Note 3. License agreement, related party

MIRALOGX

On November 15, 2023, the Company and MIRALOGX, LLC, a Florida limited liability company (“MIRALOGX”) entered into an exclusive license agreement (the “License Agreement”) to develop and commercialize Ketamir-2, a drug product containing 2-(2- chlorophenyl)-2-(methylamino) cyclopentan-1-one as an active agent in the United States, Canada and Mexico (the “Territory”). The exclusive license in the License Agreement includes the right of the Company and its subsidiaries to grant corresponding Sublicenses of the licensed intellectual property. On May 21, 2026, the parties entered into Amendment No. 1 to the License Agreement, which expanded the Licensed Territory to all countries in which Patent Rights exist. The Company and MIRALOGX have the same founder, who is also related to Company’s largest shareholder and thus MIRALOGX is considered a related party.

Pursuant to the terms of the License Agreement, and subject to the conditions set forth therein, the Company paid MIRALOGX a one-time, nonrefundable payment of $0.1 million upon the signing of the Agreement and will be obligated to pay quarterly royalty payments on sales of the Ketamir-2 in the Territory of 8% of net sales and 8% of other revenue (such as milestone or sublicense payments) from licensed products.

Also, in consideration of the License Agreement, the Company issued to MIRALOGX a common stock purchase warrant to purchase up to 700,000 shares of Common Stock (the “MIRALOGX Warrant”). The MIRALOGX Warrant is exercisable, in whole or in part, any time prior to November 15, 2028 at a cash exercise price of $2.00 per share.

The Company and MIRALOGX have made customary representations and warranties in the License Agreement and have agreed to certain other customary covenants, including confidentiality, cooperation, and indemnity provisions. Either party may terminate the License Agreement for cause if the other party materially breaches or defaults in the performance of its obligations, and, if curable, such material breach remains uncured for thirty (30) days, except that Licensee’s breach of its obligation to use commercially reasonable efforts to develop the Licensed Product may be cured within one hundred twenty (120) days. Unless earlier terminated, the License Agreement will continue in effect until the last to expire of the patent rights licensed pursuant to the License Agreement.

In the SKNY asset acquisition (See Note 4), the Company acquired the license to SKNY-1, a preclinical drug candidate (the “SKNY License”) originally licensed from MIRALOGX by SKNY. In acquiring the rights to the SKNY License, the Company gained the rights to commercialize SKNY-1 in the United States. On June 2, 2026, the parties entered into an Amended & Restated Exclusive License Agreement, effective retroactively to March 16, 2025, which expanded the territory to worldwide and extended coverage to include MIRA-55. Pursuant to the terms of the SKNY License, and subject to the conditions set forth therein, the Company will be obligated to pay a royalty payment of 8% of net sales, with a minimum annual royalty of $250,000, beginning in the calendar year during which revenue is first received for a licensed product. Unless earlier terminated, the SKNY License Agreement will continue in effect until the last to expire of the patent rights licensed pursuant to the SKNY License.

Note 4. Asset acquisition and short-term investment – related party

Acquisition of SKNY Pharmaceuticals, Inc.

On March 19, 2025, the Company entered into a binding letter of intent (the “LOI”) with SKNY Pharmaceuticals, Inc. (“SKNY”), a privately held Delaware corporation, which is a related party due to certain common shareholders and licensor (see Note 3, License Agreement, Related Party). The LOI provided for the acquisition of SKNY by the Company through a stock-for-stock merger with the Company’s merger subsidiary, which we formed on June 13, 2025 (the “Merger”). On September 29, 2025 (the “Closing Date”), this merger was consummated. SKNY was the survivor of this merger and became our wholly owned subsidiary. SKNY’s preclinical drug candidate, SKNY-1, is designed to modulate CB1, CB2, and MAO-B pathways to address energy storage, lipid metabolism, appetite, cravings, and reward - without the psychiatric side effects that limited earlier CB1-targeting drugs. SKNY holds exclusive rights in the worldwide to its drug candidate under license from MIRALOGX, a related party of the Company (see Note 3, License Agreement, Related Party). As of June 2, 2026, the parties entered into an Amended & Restated Exclusive License Agreement, effective retroactively to March 16, 2025, which expanded the Licensed Territory worldwide and extended coverage to include MIRA-55 in addition to SKNY-1. The Merger was recorded as an asset acquisition from a related party at acquired cost basis with two assets acquired, a license agreement and 3,521,127 shares in common stock of Telomir Pharmaceuticals, Inc. (NASDAQ: TELO) (“Telo”), a publicly traded preclinical stage biotechnology company, which is a related party to MIRA due to certain common ownership, officers and directors. The 3,521,127 shares of Telo common stock were contributed to the Company on behalf of SKNY by SKNY’s largest stockholder. The 3,521,127 shares in Telo represented $5,000,000 based on the 10-day average of the closing share price of Telo stock, $1.42, for the ten trading days prior to September 25, 2025, (the “Measurement Date”). On the Closing Date, the Company received the SKNY License with MIRALOGX which was recorded at its carryover basis of zero and received the Telo shares and recorded their value as of the closing date as $4,718,310 based on the Telo closing price on September 29, 2025 of $1.34 per share. The 3,521,127 shares in Telo were recorded on the MIRA balance sheet as a short-term equity investment.

Short-Term Investment – Related Party

As of June 30, 2026 and December 31, 2025, the Company owns approximately 5% and 10% of the outstanding shares of common stock of Telo, respectively, and accounts for its investment under the equity method of accounting, as it has the ability to exercise significant influence over Telo due to certain common directors and principal shareholders but does not control the entity. The investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of Telo’s net income or loss, which is included in equity method loss in the accompanying statements of operations. For the three and six months ended June 30, 2026, the Company recognized a loss on equity method investment of $87,545 and $179,126, respectively representing its proportionate share on losses based on its ownership percentage. The carrying value of the investment was $4,503,973 and $4,683,099 as of June 30, 2026 and December 31, 2025, respectively.

Summarized unaudited financial information for Telo for the three and six months ended June 30, 2026, derived from the Company’s equity method investee’s unaudited consolidated financial statements, which are prepared in accordance with U.S. GAAP, is as follows:

Note 5. Related party transactions

Related party receivable

Amounts due from MIRALOGX as of June 30, 2026 and December 31, 2025, which are presented as a related party receivable, in the accompanying condensed consolidated balance sheets, totaled $35,439 for both periods. These aforementioned amounts are composed of research and development expenses paid by the Company on behalf of MIRALOGX and for which the Company expects reimbursement, specifically, research and development payables.

Accrued Compensation and Advances Payable to Related Party

As of June 30, 2026 and December 31, 2025, the Company owed an aggregate of $0 and $242,258 of accrued compensation, respectively, to its Chairman and Chief Executive Officer, Erez Aminov, primarily related to deferred salary and bonus obligations. The outstanding accrued compensation was repaid during the six months ended June 30, 2026 and no amounts remained outstanding as of June 30, 2026.

As of December 31, 2025, advances made by Mr. Aminov to the Company to cover certain Company-related payables totaled $330,607. The outstanding advances payable were repaid during the six months ended June 30, 2026, and no amounts remained outstanding as of June 30, 2026.

Asset Acquisition and Short-Term Investment

See Note 4 for asset acquisition from a related party and short term investment in a related party.

License Agreement

See Note 3.

Note 6. Commitments and contingencies

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of June 30, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions.

From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses.

In April 2024, the Company moved to a virtual office model and does not have a physical office space as of June 30, 2026 and December 31, 2025.

Note 7. Stockholders’ equity

Capital stock

The Company is authorized to issue 110,000,000 shares of capital stock, consisting of 100,000,000 shares of Common Stock and 10,000,000 shares of undesignated Preferred Stock, whose rights and privileges will be defined by the Board of Directors when a series of Preferred Stock is designated.

Common Stock sold under ATM

On August 12, 2024, the Company filed a shelf registration statement with the SEC to facilitate the issuance of its Common Stock and entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with Rodman & Renshaw LLC, under which the Company may offer and sell shares of its Common Stock, with an aggregate offering amount sold of up to $19,268,571. On September 24, 2024, the Company filed a prospectus supplement to amend the shelf registration statement to update the maximum amount eligible to be sold under the ATM Agreement to $75 million.

During the three and six months ended June 30, 2026, the Company did not sell or issue any shares of Common Stock under ATM Agreement.

During the three months ended June 30, 2025, under the ATM Agreement, the Company has sold and issued 321,486 shares of Common Stock at an average price per share of $1.08 and received net proceeds of approximately $324,000, after deducting commissions and other fees of approximately $22,000. During the six months ended June 30, 2025, under the ATM Agreement, the Company has sold and issued 324,288 shares of Common Stock at an average price per share of $1.08 and received net proceeds of approximately $327,000, after deducting commissions and other fees of approximately $22,000.

Common Stock issued upon stock option exercise

There were no stock options exercised during the three and six months ended June 30, 2026 and 2025.

Common Stock issued for vested RSUs

On March 29, 2026, Compensation Committee and the Board of Directors determined that a Phase I clinical trial milestone had been achieved. As a result, the Company issued 83,500 fully vested restricted stock units (“RSU”) to its Chairman and Chief Executive Officer, under the Company’s Executive Incentive Compensation Plan (as defined below) and the 2022 Omnibus Incentive Plan (as defined below). The RSUs vested immediately, and 83,500 shares of Common Stock were issued, with $86,005 recognized as compensation expense on the vesting date.

During the year ended December 31, 2024, the Company granted 500,000 RSUs to its Chairman and Chief Executive Officer under the 2022 Omnibus Incentive Plan, with an aggregate grant-date fair value of approximately $0.6 million. The RSUs vested 50% on February 12, 2025 and 50% on the six-month anniversary of the grant date. Upon vesting, the Company issued 250,000 shares of common stock during the three months ended March 31, 2025 and an additional 250,000 shares of common stock during the three months ended June 30, 2025.

In June 2022, the Company’s Board of Directors adopted, and its shareholders approved, the Company’s 2022 Omnibus Incentive Plan, as amended and restated in August 2023, (“2022 Omnibus Plan”). The 2022 Omnibus Plan authorizes the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of non- statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors, and consultants and any of its future subsidiary corporations’ employees and consultants. On September 11, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) in which it was voted upon to increase the shares of Common Stock reserved under the plan from 5,000,000 shares to 8,000,000 shares. In addition, the number of shares available for issuance under the 2022 Omnibus Plan includes an annual increase on the first day of each fiscal year equal to the lesser of (a)500,000 shares, (b)5.0% of the outstanding shares of all classes of its Common Stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s Board of Directors may determine.

As of June 30, 2026, the 2022 Omnibus Plan provides that 9,280,939 shares of the Common Stock are reserved for issuance under the 2022 Omnibus Plan, with 950,764 shares of Common Stock remaining available for issuance under the 2022 Omnibus Plan.

Stock-based compensation

The fair value of each option award is estimated on the grant date using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Historically, the Company estimated expected price volatility based on the historical volatilities of a peer group as the Company did not have a multi-year trading history for its shares. Industry peers consist of several public companies in the biotech industry similar to the Company in size, stage of life cycle, and product indications. In September 2025, the Company commenced using the historical volatility of its shares as an estimate of expected share price volatility, as sufficient trading activity of the Company’s common stock had developed to provide a reasonable basis for estimating volatility.

Expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus contract term. The risk-free rate is based on the 5-year U.S. Treasury yield curve in effect at the time of grant. The Company recognizes forfeitures as they occur.

The following table summarizes the Company’s employee and non-employee stock option activity under the 2022 Omnibus Plan for the following period:

On June 12, 2026, the Company granted an aggregate of 200,000 stock options to its directors. The options vest in two equal installments, with 50% vesting six months from the grant date and the remaining 50% vesting twelve months from the grant date. The options have a contractual term of ten years and were valued at approximately $180,000 on the grant date.

The stock options granted on June 12, 2026 were valued using the Black-Scholes option-pricing model with the following assumptions: a stock price of $0.94, an exercise price of $0.94, a risk-free interest rate of 4.21%, expected volatility of 171.78%, an expected dividend yield of 0%, and an expected term of 5.0 years.

The Company recognized $21,876 and $489,566 in stock-based compensation which includes compensation for stock options and vested RSUs in the three months ended June 30, 2026 and 2025, respectively. The Company recognized approximately $43,461 and $1,364,378 in stock-based compensation which includes compensation for stock options and vested RSUs in the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, there was approximately $171,000 of unrecognized compensation cost related to unvested stock options granted under the 2022 Omnibus Plan that is expected to be recognized over the 0.71 years.

Restricted Stock Units

On March 26, 2025, the Compensation Committee of the Company adopted the Company’s Executive Incentive Compensation Plan (the “EICP”) for Erez Aminov, its Chairman and Chief Executive Officer. Under the EICP, Mr. Aminov is eligible for certain long-term awards of up to 500,000 performance-based and market condition-based restricted stock units of Common Stock based upon the Company reaching certain market capitalization values and the progress of the Company’s drug candidates. All awards under the EICP are subject to the approval of the Board of Directors and its Compensation Committee, and are not considered granted until such time. Furthermore, the Board of Directors and the Compensation Committee, each in its sole discretion, generally retain the right to amend, supplement, supersede or cancel any awards under the EICP for any reason, and reserve the right to determine whether and when to pay out any bonus amounts pursuant to or outside of the EICP, regardless of the achievement of the performance targets.

On March 29, 2026, the Board of Directors and the Compensation Committee determined that certain milestone in Company’s Phase I clinical trial had been achieved. As a result, on March 29, 2026, the grant date, the Company issued Mr. Aminov $80,753 in cash and 83,500 vested restricted stock units, with the restricted stock units having an aggregate fair market value of $86,005.

The following is RSU activity during the three and six months ended June 30, 2026:

Warrants

In connection with various transactions and the initial public offering of the Company, the Company issued warrants. Warrant activity for the six months ended June 30, 2026 is summarized below:

Note 8. Segment information

The Company operates in one reportable segment related to the development and commercialization of pharmaceuticals targeting neuropathic pain, inflammatory pain, weight management, and addiction-related disorders. The CODM for the Company is the Chief Executive Officer (the “CEO”). The CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has asingle reportable and operating segment structure. The CEO uses aggregate net loss to allocate resources in the annual budgeting and forecasting process and also uses that measure as a basis for evaluating financial performance regularly by comparing actual results with established budgets and forecasts.

The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies within Note 1. The CEO assesses performance for the Company and decides how to allocate resources based on the aggregate net loss that is also reported on the income statement as net loss. The measure of segment assets is reported on the balance sheets as total assets.

The table below provides information about the Company’s revenue, significant segment expenses and other segment expenses.

Note 9. Subsequent Events

On July 28, 2026, the Company granted an aggregate of 100,000 stock options to a consultant. The options vest in two equal installments, with 50% vesting at the date of grant and the remaining 50% vesting six months from the grant date. The options have a contractual term often years.