JUPITER NEUROSCIENCES, INC.

June 30, 2026

Note 1 –Organization and Description of Business

Jupiter Neurosciences, Inc. (the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company incorporated in Delaware in January 2016. The Company is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia product line. Both efforts are powered by JOTROL™, the Company’s proprietary, enhanced resveratrol formulation that has demonstrated potential for significantly improved bioavailability. The Company’s prescription pipeline is focused broadly on CNS disorders, presently with an ongoing Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function.

JOTROL™ has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation, without causing gastrointestinal side effects. We expect JOTROL™, based on the results of our Phase I study, will resolve the major obstacle of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously conducted human trials with resveratrol as well as preclinical trial results in mice and rats.

Standby Equity Purchase Agreement

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement, pursuant to which the Company has the right to sell to an investor up to $20.0 million of its common stock, par value $0.0001 per share, subject to certain limitations and conditions. SeeNote 5 – Standby Equity Purchase Agreement and Convertible Debtfor further details.

Registered Direct Offering

On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”),95,238 shares of common stock of the Company at a price of $21.00 per share, for aggregate gross proceeds to the Company of approximately $2.0 million. Placement agent fees were $140,000 and proceeds before offering expenses were $1,860,000. The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026 (the “Registration Statement”).

Nasdaq Minimum Bid Price Compliance

On February 26, 2026, the Company received two written notices from the Listing Qualifications Department of Nasdaq notifying the Company that (i) the listing of the Company’s Common Stock was not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing of its Common Stock on The Nasdaq Capital Market, as the closing bid price of the Common Stock was less than $1.00 per share for the previous 30 consecutive business days, and (ii) for the 30 consecutive business days ended February 26, 2026, the Company’s market value of listed securities closed below the $35 million threshold required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2026, to regain compliance by maintaining a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

PharmAla Biotech Holdings Inc.

On May 19, 2026, the Company and PharmAla Biotech Holdings Inc. (“PharmAla”) executed a non-binding summary of proposed terms (the “Term Sheet”) describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “Assets”), subject to the Company’s compliance with the definitive agreements. PharmAla is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002.

On July 20, 2026, the Company and PharmAla entered into a definitive Strategic Asset License Agreement (the “License Agreement”). Pursuant to the License Agreement, PharmAla granted the Company an exclusive royalty-bearing, sublicensable (subject to restrictions on sublicenses to persons engaged in a competing business without PharmAla’s prior written consent) license under PharmAla’s licensed intellectual property (including patents, know-how and regulatory documentation) to develop, manufacture and commercialize products incorporating or derived from ALA-002 (each, a “Licensed Product”), for all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, solely in the United States of America, including its territories, possessions and commonwealths, and including Puerto Rico (the “Territory”). The license also permits us to manufacture Licensed Products outside the Territory solely for import and sale into the Territory. PharmAla retains all rights to ALA-002 and the licensed intellectual property outside the Territory. In connection with the license, PharmAla has agreed to make available to the Company certain licensed know-how, manufacturing and analytical information, and regulatory documentation reasonably necessary or useful for the Company to develop, manufacture and commercialize Licensed Products in the Territory.

The Company will pay PharmAla an aggregate upfront payment of $3,333,333 (the “Upfront Payment”), comprised of (i) $1,500,000 in cash (the “Initial Cash Consideration”), consisting of a $600,000 escrow deposit made at the time of entering into the non-binding term sheet on May 19, 2026 and $900,000 paid on signing of the definitive agreements on July 20, 2026, and (ii) $1,833,333 payable in shares of common stock (the “Equity Consideration”). We may elect to pay all or any portion of the Equity Consideration in cash. The Initial Cash Consideration is payable as a condition precedent to the effective date of the License Agreement. The shares of common stock will be issued no later than 30 days after the effective date based on the volume-weighted average price (“VWAP”) of shares of common stock for the 20 consecutive trading days ending on the trading day immediately preceding the issuance date, subject to a Nasdaq 19.99% exchange cap unless stockholder approval is obtained. The License Agreement includes a VWAP reset mechanic pursuant to which if the VWAP during the pricing window is less than the initial issuance price, the Company is required to issue additional shares (or, if the price falls below the Equity Floor Price, pay cash) to ensure PharmAla receives the full value of the Equity Consideration (the “VWAP Reset Mechanic”). The shares are subject to a 120-day lock-up period and registration rights, including our obligation to file a registration statement within 30 days following the issuance date. The Equity Consideration has not been issued as of the date of this filing.

The Company will pay PharmAla development milestone payments totaling up to $23,333,333, comprised of(i) $3,333,333 upon first dosing of the first patient in a Phase 3 clinical trial of a Licensed Product in the Territory (payable fifty percent (50%) in cash and fifty percent (50%), at PharmAla’s election, in cash or common stock) and (ii) $20,000,000 upon first FDA approval of an NDA for a Licensed Pr6oduct (payable in cash). Each development milestone payment is payable only once.

The Company will pay PharmAla commercialization milestone payments totaling up to $73,333,333, comprised of(i) $10,000,000 upon first achievement of $333,333,333 in net sales in the Territory, (ii) $30,000,000 upon first achievement of $1,000,000,000 in net sales in the Territory, and (iii) $33,333,333 upon first achievement of $2,000,000,000 in net sales in the Territory. Each commercialization milestone payment is payable only once.

Beginning with the calendar quarter in which the third commercialization milestone becomes payable, the Company will pay PharmAla a royalty of 3% of net sales of Licensed Products in the Territory during the term of the License Agreement.

The Company has the exclusive right and obligation to develop Licensed Products in the Territory and must use commercially reasonable efforts, at its sole cost and expense, to develop, obtain regulatory approval for, and commercialize Licensed Products in the Territory, including conducting clinical trials, making regulatory filings, and achieving first commercial sale within six months following NDA approval. The Company must also deliver quarterly progress reports to PharmAla during the development period. The Company has sole and exclusive responsibility for manufacturing ALA-002 and Licensed Products for use in the Territory. At our request, PharmAla will arrange supply of GMP-grade ALA-002 drug substance and/or drug product under a separate supply agreement to be negotiated on customary terms.

Unless earlier terminated, the License Agreement continues in perpetuity. Either party may terminate the License Agreement for an uncured material breach after a 90-day cure period (five Business Days for certain critical payment obligations, including the Upfront Payment, cash consideration payable as a condition to the effective date, and amounts payable in connection with the VWAP Reset Mechanic or the Nasdaq exchange cap, and 30 days for all other payment obligations). Either party may terminate immediately upon the other party’s insolvency or bankruptcy. PharmAla may terminate upon 90 days’ notice if the Company fails to achieve development milestones by applicable deadlines (subject to specified extensions) and such failure remains uncured. The Company may not consummate a change of control involving a competing business without PharmAla’s prior written consent, and PharmAla may terminate immediately if such a transaction is consummated without consent. We may terminate for convenience upon at least 180 days’ prior written notice, without relieving accrued payment obligations.

As of June 30, 2026, the definitive agreement had not yet been executed, and the $600,000 escrow deposit was recorded as a noncurrent asset in the accompanying condensed balance sheet. No assets or liabilities associated with the acquisition, other than the escrow deposit, were recognized as of June 30, 2026.

Reverse Stock Split

On August 6, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation and effected a 1-for-75 reverse stock split of its common stock (the “Reverse Stock Split”), effective at 4:01 p.m. Eastern Time. Every seventy-five shares of issued and outstanding common stock were combined into one share. The par value of the common stock remained $0.0001 per share, and the authorized number of common shares was not reduced. The Reverse Stock Split was effected on a holder-by-holder basis. No fractional shares were issued; fractional interests were rounded down, and holders otherwise entitled to a fractional share are entitled to cash in lieu thereof based on the split-adjusted closing sales price of the common stock on August 6, 2026. The Company’s common stock continues to trade under the symbol “JUNS,” and the post-split CUSIP number is 48208B302. Because the Reverse Stock Split became effective after June 30, 2026 but before issuance of these unaudited condensed financial statements, all common-share and per-share amounts for all periods presented, including weighted-average shares and net loss per share, shares underlying stock options, restricted stock units, and convertible securities, and applicable exercise and conversion prices, have been retrospectively adjusted to reflect the Reverse Stock Split. For outstanding equity awards, the number of shares underlying each award was adjusted on an award-by-award basis, with any resulting fractional award shares rounded down to the nearest whole share; no fractional award shares were carried forward. The reduction in the stated value of common stock was reclassified to additional paid-in capital. This presentation adjustment to the opening balances of common stock and additional paid in capital caused a decrease in common stock and an increase in additional paid-in capital by $4,919 and $3,399 as of June 30, 2026 and December 31, 2025, respectively, and did not affect total stockholders’ deficit.

Note 2 –Significant Accounting Policies

**Basis of presentation, Liquidity and Management’s Plans **

The accompanying condensed financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). U.S. GAAP contemplates the continuation of the Company as a going concern. For the six months ended June 30, 2026, the Company had net revenues from product sales of $42,897, incurred a net loss of $4,336,355 and had negative cash flows of $2,267,468, and a cumulative net loss since inception totaling $39,003,381.

In management’s opinion, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report.

Management’s plans to address the Company’s liquidity needs include raising additional capital through the Company’s existing Standby Equity Purchase Agreement (“SEPA”) and, as necessary, through other equity or debt financing transactions. As of June 30, 2026, approximately $17.2 million of the $20.0 million aggregate commitment under the SEPA remained available; however, the Company’s ability to access this amount is subject to the availability of shares registered for resale, applicable contractual and regulatory limitations, prevailing market conditions and the trading price and trading volume of the Company’s common stock. On July 7, 2026, the SEC declared effective the Company’s registration statement on Form S-1 registering for resale by Yorkville up to an additional 213,333 shares of common stock that may be issued under the SEPA. The Company’s historically low trading volume may limit the amount and timing of proceeds that can realistically be raised under the SEPA, and therefore the Company cannot presently conclude that the entire remaining commitment will be available when needed. Management intends to utilize available capacity under the SEPA during the third and fourth quarters of 2026, subject to market conditions and applicable limitations, while concurrently evaluating additional financing alternatives to fund the Company’s operations and development activities. There is no assurance that the Company will be able to effect transactions on commercially reasonable terms, if at all.

Business Segment

Business segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis. Effective October 1, 2025, the Company operates through two reportable segments: (i) premium nutritional supplements, and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Significant estimates during the six months ended June 30, 2026 and 2025, respectively, include valuation of stock-based compensation, uncertain tax positions, the valuation of debt instruments, and the valuation allowance on deferred tax assets.

Cash

The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. The Company maintains its cash balances with high-credit-quality financial institutions. At times, such balances may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”). In 2025, the Company has implemented a deposit insurance program in the Company’s primary account, whereby funds in excess of FDIC insurance limits are insured. The Company did not have any uninsured cash balances that exceeded the FDIC limit of $250,000.

Inventory

Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. The Company evaluates inventory for excess or obsolescence based on forecasted demand and records reserves as necessary. As of June 30, 2026 and December 31, 2025, inventory totaled $135,290 and $159,790, respectively.

Revenue Recognition

The Company recognizes revenue when control of its products is transferred to customers, generally upon shipment or delivery, depending on the terms of the arrangement.

Revenue is recorded net of estimated variable consideration, including product returns, rebates, discounts, and other allowances, based on historical experience and other relevant factors.

The Company evaluates whether it is the principal or agent in its arrangements and records revenue on a gross or net basis accordingly. Shipping and handling activities are considered fulfilment activities, and the related costs are included in cost of goods sold.

Prepaid Contracts

Prepaid contracts generally represent service agreements which the Company would receive services over a period of time and are expensed as the services are received. The Company’s prepaid contracts are related to service agreements that span over three years; therefore the expense will be recognized over the three year term. See further discussion in Note 6 - Stockholders’ Equity.

Other Assets

As of June 30, 2026, the Company had deposited $600,000 into escrow in connection with the PharmAla transaction, which was recorded as a noncurrent asset. Subsequent to June 30, 2026, the Company entered into a definitive license agreement with PharmAla Biotech Holdings Inc. for perpetual exclusive U.S. rights to ALA-002. See further discussion in Note 1 – Organization and Description of Business.

Research and Development

Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be.

Income Taxes

The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of June 30, 2026 and December 31, 2025, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets.

Loss Per Share of Common Stock

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock, as calculated using the treasury method. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation.

As of June 30, 2026, there were 1,333 restricted stock units and 203,833 stock options excluded from the computation of diluted loss per share because their effect was anti-dilutive.

As of December 31, 2025, there were 21,680 restricted stock units and 156,331 stock options.

Stock-Based Compensation

The grant date fair value of stock-based awards issued to employees, non-employees and members of the board of directors, is determined using the Black-Scholes option pricing model and ratably expensed over the requisite service period, which is generally the vesting term of the award. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock, risk-free interest rates and future dividend yields.

Clinical Trial Expenses

When applicable in preparing financial statements, the Company estimates clinical trial-related expenses based on contracts with vendors, clinical sites, and consultants. Because payment timing often differs from service delivery, the Company records expenses according to actual service performance and trial progression, using discussions with internal staff and external providers. Estimates are periodically adjusted as actual results become known. Accurate accruals depend on timely reporting from third-party vendors, and differences between estimated and actual expenses, though not expected to be significant, may occur.

Fair Value of Financial Instruments and Fair Value Measurements

The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same.

The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Also see Note 5 - Standby Equity Purchase Agreement and Convertible Debt.

Convertible Notes with Embedded Derivative Liabilities

The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at or around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

Leases

Operating lease right-of-use (“ROU”) assets and related operating lease liabilities are recognized based on the present value of future minimum lease payments over the expected term of the lease after taking into account the likelihood of renewals and extensions at inception. In the event an implicit interest rate is not present in the lease agreement, the Company utilizes its incremental borrowing rate at lease inception in order to determine the present value. Short term leases with an initial term of less than twelve months are expensed as incurred.

Note 3 –Related Party Transactions

As of June 30, 2026 and December 31, 2025, $84,105 and $64,105, respectively, were payable to Titan Advisory Services LLC (“Titan”), a company wholly owned by our Chief Financial Officer, pursuant to a Master Services Agreement (“MSA”) dated December 31, 2022. Under the MSA, Titan provides executive finance and corporate support services to the Company, including service by Saleem Elmasri as Chief Financial Officer.

Note 4 –Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

Additionally, as of June 30, 2026 and December 31, 2025, there was accrued compensation of $1,414,037 and $1,397,357, respectively, which includes accrued salaries and health benefits to executives since inception and accrued board fees. Since inception, executive salaries have been paid in cash when the Company’s cash flow has permitted such payment and unpaid salaries related to 2022 and 2023 remain unpaid.

Note 5 –Standby Equity Purchase Agreement and Convertible Debt

Standby Equity Purchase Agreement and 2025 Convertible Promissory Notes

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement with YA II PN, Ltd. (“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of common stock from time to time, subject to customary conditions, including an effective resale registration statement.

In connection with the SEPA, Yorkville agreed to provide up to $6.0 million of pre-paid advances via convertible promissory notes (the “Convertible Notes”). On October 27, 2025, the Company received $3,720,000 and issued a $4.0 million note (7% original issue discount, “OID”). A second $1,860,000 tranche was received in December 2025, upon registration effectiveness and receipt of stockholder approval, against a $2.0 million note (7% OID). During the year ended December 31, 2025, the Company received aggregate proceeds of $5,100,000, after deducting $420,000 of OID and $480,000 of financing costs associated with the transaction. The Convertible Notes bear interest at 8% (increasing to 18% upon default), mature on October 24, 2026, and are convertible at $112.50 per share, subject to proportional anti-dilution and price-protection adjustments (not below a contractual floor). Under the original terms of the Convertible Notes, monthly installment payments were scheduled to begin January 7, 2026, with the Company required to repay one-tenth (1/10) of the then-outstanding principal plus accrued interest and a 5% premium applicable to cash repayments. As described below, the February 20, 2026 Omnibus Amendment deferred commencement of monthly installment payments to April 1, 2026 and revised the payment calculation and Advance Notice provisions.

As consideration for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant to the SEPA, the Company (i) paid to Yorkville a cash “structuring fee” in the amount of $25,000 and (ii) upon execution of the SEPA, issued to Yorkville 1,759 Commitment Shares, which have atotal aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s $20.0 million aggregate purchase commitment under the SEPA (each Commitment Share valued at approximately $113.715 per share, representing the VWAP on October 23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the nearest whole share).

On February 20, 2026, the Company and Yorkville entered into an Omnibus Amendment (the “Amendment”). Among other changes, the Amendment revises the terms of the Convertible Notes to defer the commencement of monthly instalment payments to April 1, 2026, effectively providing an extension of approximately three months.

On June 26, 2026, the Company filed a registration statement on Form S-1 to register for resale by Yorkville up to an additional 213,333 shares of common stock that may be issued pursuant to future Advances under the SEPA. The Company will not receive proceeds from Yorkville’s resale of such shares. The Company may receive proceeds when and if it elects to issue and sell shares to Yorkville pursuant to future Advances under the SEPA. As of June 30, 2026, approximately $17.2 million of the $20.0 million aggregate commitment remained available, subject to the limitations and conditions contained in the SEPA.

The Convertible Notes include features that allow for settlement through either (i) cash repayment or (ii) issuance of common stock at variable or fixed conversion prices, subject to certain contractual terms, including a floor price and instalment-based repayment structure.

The Convertible Notes are classified as a Level III liability within the fair value hierarchy, as their valuation is based on significant unobservable inputs and assumptions.

The Company elected the fair value option for the Convertible Notes upon issuance. As such, the Convertible Notes are measured at fair value at inception and remeasured at each reporting date, with changes in fair value recognized in earnings. The fair value of the Convertible Notes was determined using a Monte Carlo simulation model.

This valuation approach incorporates multiple potential stock price paths over the contractual term, the Company’s ability to settle in shares or cash, the note holder’s ability to convert at a fixed price, variable conversion features tied to market prices, and contractual floors and share caps.

The model simulates a large number of potential outcomes and calculates the expected fair value based on probability-weighted results.

The Convertible Notes accounted for under the fair value election are each debt host financial instruments containing embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of the Convertible Notes are recorded as a component of Other (expense) income in the statements of operations, except that the change in estimated fair value attributable to a change in the instrument-specific credit risks is recognized as a component of other comprehensive income. The instrument specific credit risk associated with the Convertible Notes was de minimis. As a result of electing the fair value method, issuance costs related to the Convertible Notes, including the structuring fee and the commitment fee were expensed as incurred.

The following key assumptions were used in the Monte Carlo Simulation valuation at each measurement date:

Volatility was estimated using a combination of the Company’s historical volatility and that of comparable publicly traded companies.

As of December 31, 2025, the fair value of the Convertible Notes was $5,298,068. As of June 30, 2026, the fair value of the Convertible Notes was $1,528,469. Changes in fair value during the period were recognized in the Statements of Operations as Gain on change in fair value of convertible notes. The original issue discounts totaling $420,000 were incorporated into the initial and subsequent fair value measurements of the Convertible Notes.

For the three and six months ended June 30, 2026, the Company recognized a net gain on change in fair value of Convertible Notes of $549,098 and $550,380, respectively.

For the three and six months ended June 30, 2026, the Company incurred interest expense of $83,004 and $195,308, respectively. For the three and six months ended June 30, 2026, the Company paid interest of $99,445 and $210,924, respectively. Of these amounts, $21,399 and $125,426, respectively, were settled through the issuance of common stock, and $78,035 and $78,035 were settled through cash payments, respectively. Additionally, $0 and $7,463 of interest was settled through the conversion of Convertible Notes during the three and six-month period.

The Company also repaid principal of $2,713,683 and $3,206,058 during the three and six months ended June 30, 2026, respectively. Of these amounts, $2,290,801 and $2,683,176, respectively, were settled through the issuance of common stock, and $422,882 and $422,882 were settled through cash payments, respectively. Additionally, $100,000 of principal was settled through the conversion of Convertible Notes during the six-month period.

For the three and six months ended June 30, 2026, the share-settled payments for principal and interest were funded through the issuance and sale of approximately 64,000 and 77,279 shares of common stock during the three and six month periods, respectively, pursuant to the SEPA, at an average price of $36.13 per share and $36.34 per share, respectively.

The $100,000 of principal and $7,463 of accrued interest related to the 2025 Convertible Notes were settled through the conversion of 1,519 shares of common stock at a conversion price of approximately $70.75 per share.

As of December 31, 2025, the Company incurred $61,723 of interest expense and paid $22,251 through the sale of 267 shares of common stock at an average price of approximately $83.25 through the SEPA.

Since inception and through June 30, 2026, we have issued and sold approximately 77,546 shares of common stock to Yorkville pursuant to the SEPA in connection with the settlement of Prepaid Advances and issued 1,519 shares of common stock upon conversion of a portion of the Convertible Notes into common stock, for aggregate net proceeds to us of $2,937,948. As of June 30, 2026, the outstanding principal balance on the Convertible Notes is $2,791,624.

A summary of activity of the Convertible Notes, which represent the Level III fair value measurements, is presented below:

Note 6 –Stockholders’ Equity (Deficit)

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 664,670 shares of common stock issued and outstanding as of June 30, 2026. There wasno preferred stock issued and outstanding as of June 30, 2026.

On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company sold, in a registered direct offering by the Company directly to the Investors (the “Offering”),95,238 shares of common stock of the Company at a price of $21.00 per share, for aggregate gross proceeds to the Company of approximately $2.0 million. Placement agent fees were $140,000 and proceeds before offering expenses were $1,860,000.

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement with YA II PN, Ltd. (“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of common stock from time to time, subject to customary conditions, including an effective resale registration statement. Since inception and through June 30, 2026, we have issued and sold approximately 77,546 shares of common stock to Yorkville pursuant to the SEPA, including shares of common stock issued in connection with the settlement of Prepaid Advances and 1,519 shares of common stock upon conversion of the Convertible Notes, for aggregate net proceeds to us of $2,937,948.

Equity Awards and Compensation Arrangements

On June 5, 2026, the Company entered into Amendment No. 3 to Alison Silva’s employment agreement, appointing Ms. Silva as Chief Operating Officer and President and increasing her base salary to $340,200 from $315,000. In connection with the amendment, on June 2, 2026, the Board approved a one-time option grant to Ms. Silva to purchase up to 8,000 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments.

On June 2, 2026, the Compensation Committee approved stock option grants to each independent non-employee director to purchase up to 1,333 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments.

On June 2, 2026, the Board approved 28,820 stock options to executive officers under the 2025 Equity Incentive Plan. The Board also approved a one-time option grant to the Chief Financial Officer to purchase up to 2,666 shares of common stock. Each grant vests over three years commencing September 2, 2026 in equal quarterly installments.

On June 29, 2026, in connection with his appointment to the Board of Directors, the Company granted Tomas J. Philipson, Ph.D. options to purchase an aggregate of 7,152 shares of common stock under the 2025 Equity Incentive Plan. The grants consisted of (i) an option to purchase 1,200 shares in connection with his appointment and (ii) an option to purchase 5,952 shares in lieu of the annual cash retainer and committee fees otherwise payable for his service on the Board and its committees. The options have an exercise price equal to the fair market value of the Company’s common stock on the grant date and vest in equal quarterly installments over 36 months, subject to Dr. Philipson’s continued service as a director.

During the six months ended June 30, 2026, the Company issued 667 shares of Common Stock, with an aggregate fair value of $46,750, as consideration for services rendered related to media and investor relations activities, strategic communications support, enhancement to the Company’s market visibility and shareholder engagement. The fair value of the shares issued was determined based on the market price of the Company’s Common Stock at the date of issuance and is included in general and administrative expenses in the accompanying condensed statement of operations.

Service Agreement

On June 3, 2024, The Company entered into service agreements with three separate entities, each with a 36-month term. In connection therewith the Company issued an aggregate of 46,500 restricted shares of Common Stock,15,500 ratably to each entity with an aggregate fair value at issuance totaling $4,638,375 which were registered upon the closing of the IPO in December 2024. In addition, each of the entities agreed to and ultimately purchased 500 shares of the Company’s Common Stock at a purchase price of $99.75 per share prior to the effective date of the IPO, resulting in aggregate proceeds of $150,000.

Pursuant to the agreements, the counterparties are obligated to perform certain services, as defined, and the Company is recognizing the fair value of the issued restricted shares as compensation expense over the 36-month term, the requisite service period. During the three months ended June 30, 2026 and 2025, the Company recorded compensation expense of $380,183 in each period, related to the agreement, which is included in general and administrative expenses in the accompanying condensed statements of operations.

Stock Options

On April 2, 2026, the Company granted an aggregate of 2,666 stock options to two consultants with an exercise price of $27.75 per share and a grant date fair value of $73,982. The stock options have a 10-year term and 25% of the stock options vest immediately on the grant date, with 2,000 options vesting in equal monthly installments over 36 months. On June 2, 2026, the Company also issued 46,690 stock options to executive officers, board members, and certain employees with an exercise price of $20.85 per share and a grant date fair value of $973,487. The stock options have a 10-year term and 25% of the stock options vest commencing from September 2, 2026, in equal quarterly installments over 36 months. On June 29, 2026, the Company also issued 7,152 stock options to a new board of director member with an exercise price of $21.00 per share and a grant date fair value of $150,192. The stock options have a 10-year term and vest in equal quarterly installments over 36 months.

The significant inputs utilized to determine the grant date fair value of stock options issued during the six month periods ended June 30, 2026, and 2025 were as follows:

A summary of activity for the six months ended June 30, 2026, after giving effect to the Reverse Stock Split, is presented below:

The following table summarized information about employee stock options outstanding as of June 30, 2026:

For the six months ended June 30, 2026, the Company recognized stock-based compensation expense of $991,989, consisting of $945,239 related to stock options and $46,750 related to shares issued for services.

Restricted Stock Units

On April 30, 2026, the Company granted Victoria Silvstedt 1,333 restricted stock units under the 2025 Equity Incentive Plan, with each restricted stock unit representing the right to receive one share of the Company’s common stock. Twenty-five percent of the award vested on the grant date, and the remaining restricted stock units vest in four equal quarterly installments through April 30, 2027, subject to continued service. As of June 30, 2026,1,333 shares were outstanding, of which 333 were vested and 1,000 were unvested.

There was $1,681,992 unrecognized stock-based compensation expense as of June 30, 2026, which will be recognized over a period of approximately 2.6 years.

Note 7 –Commitments and Contingencies

Legal Matters

In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to, among other things, intellectual property, commercial arrangements, employment, and regulatory matters. While the outcome of these proceedings and claims cannot be predicted with certainty, as of June 30, 2026, we were not party to any material legal or arbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us.

Office Lease

On May 1, 2021, the Company entered into a 61-month operating lease for office space for a base rent of $3,783 subject to a 3% yearly escalation. The lease terminated on May 30, 2026.

On June 1, 2026, the Company commenced a new operating lease for office space with a term of 76 months. This lease provides for an initial monthly base rent of $3,650 subject to a 3% yearly escalation.

As of June 30, the Company’s operating lease right-of-use asset, net (ROU) is $219,864 and the total lease liability is $220,607 based on an incremental borrowing rate of 8%.

Future minimum lease liability payments under the non-cancellable operating lease at June 30, 2026 is as follows:

Consulting Agreements

On December 15, 2024, the Company entered into a 36-month strategic services agreement with Dominant Treasure Health Company Limited to support product development and distribution in Southeast Asia for a $2.3 million fee, plus a 5% success fee on certain distribution-related payments. The $2.3 million fee is being expensed over the agreement term. For each of the six months ended June 30, 2026 and 2025, the Company recognized $380,183 of related consulting expense.

Licensing and Royalty Agreements - Aquanova AG

On September 13, 2016, the Company entered into a license agreement with Aquanova AG granting the Company exclusive worldwide rights to develop, manufacture and commercialize JOTROL™ and related products. The agreement provides for annual license fees of $75,000 until marketing approval, milestone payments of $200,000 per approved territory, up to $600,000, and royalties of 5% of net sales, subject to an option to reduce the royalty to 1.25% in exchange for a $3.0 million payment following U.S. marketing approval. No marketing approval had been received as of June 30, 2026. Accrued license fees were $37,500 and $0 as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, $37,500 and $0 of accrued license fees are included in accounts payable and accrued expenses on the balance sheet, respectively.

Note 8 –Segment Report

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates financial performance and makes resource allocation decisions based on the operating results of the Company’s reportable segments.

Effective October 1, 2025, the Company operates throughtwo reportable segments: (i) premium nutritional supplements, and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases.

Premium Nutritional Supplements

This segment includes all activities related to the commercialization and sale of the Company’s Nugevia product line. Activities within this segment primarily consist of marketing, distribution, sales, customer support, and related supply chain management associated with Nugevia products.

Pharmaceutical Operations

This segment includes all activities related to the research, development, and regulatory advancement of JOTROL™, the Company’s proprietary resveratrol-based therapeutic candidate, which is being developed to address unmet medical needs and improve patient outcomes. Activities within this segment primarily consist of clinical development, regulatory, manufacturing development, intellectual property protection, and related research and development functions.

The CODM assesses segment performance and allocates resources based on segment net loss (income), which represents the primary measure of profit or loss reviewed. The CODM does not evaluate segments using discrete asset or liability information.

Allocation Methodology

Expenses are attributed to each reportable segment based on the nature of the activity and the function to which the expense relates. Costs that are directly identifiable with a specific segment are recorded to that segment. Selling, general and administrative expenses that benefit both segments are allocated using reasonable and consistently applied methodologies that reflect the estimated level of effort or resources consumed by each segment. These allocation methodologies may include time and effort analyses, headcount, relative revenue, or other activity-based measures, depending on the underlying cost driver.

The allocation methodologies are reviewed periodically and refined as necessary to reflect changes in the business. The Company believes such allocations are reasonable and consistent with the manner in which the CODM evaluates segment performance and makes resource allocation decisions.

Corporate and other expenses consist primarily of public company costs (including board, investor relations, and SEC reporting expenses), certain executive compensation, certain stock-based compensation, interest income (expense), other income (expense), and income taxes. These costs are not allocated to reportable segments because they are not included in the measures reviewed by the CODM for purposes of assessing segment performance.

Segment information for the three months ended June 30, 2026 is presented below:

Segment information for the six months ended June 30, 2026 is presented below:

Note 9 –Subsequent Events

On July 20, 2026, the Company entered into a definitive license agreement with PharmAla Biotech Holdings Inc. (“PharmAla”) for perpetual exclusive U.S. rights to ALA-002. In connection with the agreement, the Company made an additional $900,000 cash payment, for a total upfront cash consideration of $1.5 million and is to issue PharmAla $1.83 million in equity securities for a total upfront consideration of $3.33 million. See further details in Note 1 – Organization and Description of Business.

Subsequent to June 30, 2026 and through the date of this filing, the Company sold 105,413 shares of common stock under the SEPA at an average price of $13.55 per share, resulting in gross proceeds of $1,428,864.

At the July 22, 2026 Annual Meeting, the Company’s stockholders also approved an amendment to the 2025 Equity Incentive Plan to increase the number of shares available for issuance by 5,250,000 pre-split shares, equivalent to 70,000 post-split shares after giving effect to the Reverse Stock Split.