Z Squared Inc.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As described in the “Recent Business Combination” section of Item 2 of Part I of this Quarterly Report and in Note 17 to the accompanying condensed consolidated financial statements, on April 24, 2026, subsequent to the close of the period covered by this Quarterly Report, the Company completed the Merger with Z Squared and the related Spin-Out of substantially all of the Company's historical biopharmaceutical operations other than those conducted through GEAR Therapeutics, Inc. In connection with the closing of the Merger, the composition of the Company's executive officer team and board of directors changed substantially. The Company's current co-principal executive officers, David Halabu and Michelle Burke, and current principal financial officer, Brian Cogley, were appointed to their respective positions effective on or about April 24, 2026.

The Company’s management, with the participation of the Company’s current co-principal executive officers and current principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026, the end of the period covered by this Quarterly Report. In conducting that evaluation, the Company’s current co-principal executive officers, neither of which were officers of the Company during the period covered by the Quarterly Report, and the current principal financial officer reviewed the Company’s historical disclosure controls and procedures as in effect during the period covered by this Quarterly Report, made inquiry of the personnel who had primary responsibility for the operation of such controls during such period, and reviewed relevant documentation, including the certifications of the Company’s prior principal executive officer and principal financial officer in connection with the Company’s prior periodic reports. Based on that evaluation, and subject to the inherent limitations of any system of controls described below, the Company’s current co-principal executive officers and current principal financial officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company notes, however, that the Merger and the Spin-Out, each completed on April 24, 2026 and described in the “Recent Business Combination” section of Item 2 of Part I of this Quarterly Report and in Note 17 to the accompanying condensed consolidated financial statements, will materially affect the Company's internal control over financial reporting in subsequent periods. The Company is in the process of integrating the accounting, treasury, custody, and operational systems of Z Squared and its subsidiaries — including those relating to digital asset custody, hash rate measurement, energy procurement, mining revenue recognition, and reporting of holdings of digital assets — into the Company's internal control over financial reporting framework, and the Company expects to make significant changes to that framework as a result of the Transactions and the change in the Company's principal business. The Company will report on the status of those changes, including any material weaknesses or significant deficiencies identified in connection with them, in its subsequent periodic reports.

Inherent Limitations on the Effectiveness of Controls

The Company’s management, including its current co-principal executive officers and current principal financial officer, does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud. Any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of any control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations of any system of controls, no evaluation of controls can provide absolute assurance that all control issues and all instances of fraud, if any, have been detected.