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AETHLON MEDICAL INC

For the period ended Mar 31, 2026. Filed Jun 10, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jun 10, 2026

AEMD$5.49+0.4%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

  1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Aethlon Medical, Inc. (“Aethlon,” the “Company,” “we” or “us”) is a medical therapeutic company focused on developing the Hemopurifier® (HP), a clinical-stage immunotherapeutic device designed to address unmet needs in oncology, life-threatening infectious diseases, organ transplantation and other disease states in which extracellular vesicles (EVs) contribute to disease progression. The Hemopurifier utilizes a proprietary lectin-based technology to bind and remove enveloped viruses and EVs from biological fluids. EVs have been associated with immune suppression, metastasis, and resistance to therapy in cancer, as well as progression of severe infectious diseases. In pre-clinical studies, the Hemopurifier has also demonstrated the ability to bind disease-associated extracellular vesicles (“EVs”) and a panel of enveloped viruses. The Hemopurifier has been evaluated in human studies, involving 173 treatment sessions in 44 patients with either viral infections or cancer. The device has been well tolerated with an adverse event profile that is consistent with extracorporeal therapy. In certain human studies designed to evaluate viral clearance from biological fluids, findings demonstrated the removal of enveloped viruses. The U.S. Food and Drug Administration (“FDA”) has granted the Hemopurifier “Breakthrough Device” designation for two independent indications:

·the treatment of individuals with advanced or metastatic cancer who are unresponsive to or intolerant of standard of care therapy, and with cancer types in which extracellular vesicles have been shown to contribute to disease progression and
·the treatment of life-threatening viruses for which no approved therapies exist.

Oncology

The Company is evaluating the Hemopurifier as a potential treatment of patients with advanced and metastatic cancer through its ability to bind to and remove extracellular vesicles (“EVs”) particles that may promote tumor growth and metastasis. In October 2022, we formed a wholly-owned subsidiary in Australia to support oncology-related clinical research and pursue regulatory approval and potential regulatory and commercialization opportunities for the Hemopurifier.

The Company previously completed anin vitro binding study of utilizing cancer patient samples, to evaluate the Hemopurifier’s ability to remove EVs from plasma. Results from this translational study provided pre-clinical evidence supporting the design of our oncology clinical trial involving patients with solid tumors who have stable or progressive disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo® (nivolumab).

The Company is currently conducting a safety, feasibility and dose-finding clinical trial in Australia evaluating the Hemopurifier in patients with solid tumors who have stable or progressive disease during anti-PD-1 monotherapy treatment. The trial is designed to enroll approximately 9 to 18 participants. The primary endpoint of the trial is safety, while exploratory analyses will be conducted to explore the number of HP treatments required to produce sustained reductions of EVs as well as improve anti-tumor T cell activity.

Three clinical sites in Australia— Royal Adelaide Hospital in Adelaide, and Pindara Private Hospital on the Gold Coast and GenesisCare North Shore Hospital in Sydney— are currently open for patient enrollment. During fiscal year 2026, we completed enrollment and treatment of the first cohort of three participants, each of whom received a single 4-hour Hemopurifier treatment. Following review of the first cohort data, independent Data Safety Monitoring Board (DSMB) reported no safety concerns and recommended progression to the second cohort. Following the DSMB review of the first cohort, enrollment commenced in the second cohort, in which participants received two Hemopurifier treatments during a one-week treatment period. In March 2026, the Company completed the second cohort and the DSMB subsequently approved advancement to the third cohort of the study. To date, no serious adverse events (“SAEs”) or dose-limiting toxicities ((“DLTs”) related to the Hemopurifier have been reported.

The Company previously pursued approval of a similar oncology clinical trial in India and received formal approval from the Central Drugs Standard Control Organization (“CDSCO”) on July 7, 2025. Following evaluation of anticipated site activation timelines and trial execution requirements, the Company elected to not proceed with the India trial in order to conserve resources and focus efforts on the Australian oncology clinical trial.

The Company believes the Hemopurifier may be applicable in the treatment of life-threatening viral infections involving highly glycosylated, or carbohydrate coated, viruses for which no approved therapies exist. In small-scale or early feasibility human studies conducted under FDA and international regulatory frameworks, the Hemopurifier has been used to treat individuals infected with Ebola, human immunodeficiency virus, or HIV, and hepatitis-C and SARS-CoV-2.

In vitro studies have demonstrated the ability of the Hemopurifier to capture multiple enveloped viruses, including Ebola, Marburg virus, Zika, Lassa, MERS-CoV, Cytomegalovirus, Epstein-Barr, Herpes simplex, Chikungunya, Dengue, West Nile, H1N1 swine flu, H5N1 bird flu, and the reconstructed 1918 Spanish flu virus. In several cases, these studies were conducted in collaboration with leading government or non-government research institutes.

While we terminated our U.S. and India-based COVID-19 studies due to low ICU patient volume and shifting priorities, these programs demonstrated provided clinical experience with the Hemopurifier in critically ill patients. We continue to maintain an open IDE for viral indications, preserving the ability to evaluate the Hemopurifier in response to future outbreaks or emergent pathogens.

The Company has sufficient inventory of Hemopurifiers to support our ongoing oncology trial in Australia as well as any near-term expansion of that study. While we have received FDA approval to begin manufacturing at our San Diego facility under our IDE supplement, we are still awaiting FDA approval of a separate supplement to qualify an additional supplier of a key Hemopurifier component. We continue to work with the FDA on this process.

The Aethlon R&D laboratory continues to explore potential new indications for the Hemopurifier. We have published in the peer-reviewed journalTransplant Immunology the ability of the device to remove extracellular vesicles and their microRNA cargo from acellular perfusates of discarded kidneys that had undergone normothermic machine perfusion.

On May 12, 2025, the results of our pre-clinical ex vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from Plasma by a Medical Device containing a Galanthus nivalis agglutinin (GNA) affinity resin” were published in the pre-print vehicle bioRxiv.

Platelet-derived extracellular vesicles (PD-EVs) are the most numerous EV population in the body and are released by platelets in response to a variety of stimuli. The cargo contained within these EVs have been noted to take part in damage to blood vessels, activation of immune cells and spread of tumor cells. Excessive levels of PD-EVs have been implicated in a myriad of diseases including cancer, lupus, systemic sclerosis, multiple sclerosis, Alzheimer’s disease, sepsis, acute COVID-19 and Long COVID.

In this study, donated healthy human plasma was circulated through the Hemopurifier (HP) to simulate a clinical HP session. The study demonstrated approximately 98.5% removal of platelet-derived EVs at a timepoint equivalent to a four-hour HP treatment. We believe the results support the ongoing Australian oncology clinical trial and may support investigation of the Hemopurifier in additional disease indications.

In November 2025, we publicly released a separate pre-clinical preprint entitled “Increased mannosylation of extracellular vesicles in Long COVID plasma provides a potential therapeutic target for Galanthus nivalis agglutinin (GNA) affinity resin,” describing exploratory ex vivo laboratory research conducted in collaboration with the University of California, San Francisco Long COVID Clinic examining extracellular vesicle characteristics in plasma samples from individuals with Long COVID. The findings described in these preprints have not been peer reviewed and are based on laboratory analyses rather than clinical studies. These activities are intended to inform potential future research directions and evaluate the broader applicability of the Hemopurifier platform and may not be indicative of clinical outcomes.

Successful clinical development and regulatory approvals will be required before the Hemopurifier may be marketed in the United States or foreign jurisdictions. Some of our patents may expire before regulatory approval is obtained; however, the Company believes that its existing patent portfolio and more recently issued patents and patent applications will continue to support protection of the proprietary nature of our Hemopurifier treatment technology.

The Company continues to monitor the impact of inflation, global economic conditions, geopolitical conflicts, capital market volatility and other macroeconomic factors on its business, operations, clinical development programs and future access to capital. The extent to which these factors may affect the Company’s business, financial condition and results of operations remains uncertain and will depend on future developments beyond the Company’s control.

LIQUIDITY AND GOING CONCERN

The Company has incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of $175,106,286 as of March 31, 2026. During the year ended March 31, 2026, the Company generated a net loss of approximately $7,151,000 and the Company expects that it will continue to generate operating losses for the foreseeable future as it continues its research and development activities.

Management has evaluated whether there are conditions and events considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. While the Company continues to evaluate potential expense reduction opportunities, such opportunities may not materialize and patient recruitment may occur more rapidly than expected, resulting in increased operating expenses. Based on the Company’s current operating plan and existing cash and cash equivalents, management has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued.

The Company’s ability to continue operating depends on its ability to obtain additional capital through equity financing, debt financing, strategic transactions or other funding sources. Although the Company plans to continue actively pursuing financing alternatives, there can be no assurance that such financing will be available on acceptable terms, or at all. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its wholly owned subsidiary, Aethlon Medical Australia Pty Ltd. Operations in our Australian subsidiary is recorded in their functional currency. The results of operations for our Australian subsidiary are translated from functional currency into U.S. dollars. Expenses originally incurred in U.S. dollars are translated using the exchange rate on the transaction date. For expenses in the subsidiary’s functional currency, we use the average exchange rate for the period, as it is not practical to determine the exact rate for each transaction date. Assets and liabilities are translated using the period end exchange rates. The U.S dollar effects that arise from translating the net assets of are recorded in other comprehensive income (loss). All significant inter-company transactions and balances have been eliminated in consolidation. The consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the consolidated financial statements as of and for the fiscal years ended March 31, 2026 and 2025, and the consolidated statement of cash flows for the fiscal years ended March 31, 2026 and 2025.

RISKS AND UNCERTAINTIES

We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and including the potential risk of business failure.

USE OF ESTIMATES

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ materially from those estimates under different future conditions.

Estimates and assumptions that have a significant effect on the amounts reported in the consolidated financial statements include, but are not limited to, the valuation of stock-based compensation awards, the fair value of equity instruments issued in financing transactions, accrued expenses and the assessment of long-lived assets.

CASH AND CASH EQUIVALENTS

Accounting standards define “cash and cash equivalents” as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, we consider all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest to be cash equivalents. Cash is carried at cost, which approximates fair value, and cash equivalents are carried at fair value. The Company evaluates its financial assets for expected credit losses in accordance with ASC 326. Based on the nature of the Company’s cash equivalents, which primarily consist of highly rated money market funds and short-term U.S. Treasury securities, the Company did not record an allowance for expected credit losses as of March 31, 2026.

As of March 31, 2026 and March 31, 2025 our cash and cash equivalents were comprised of the following instruments:

Schedule of cash and cash equivalents
For the year ended
March 31, 2026March 31, 2025
Cash in US bank checking account$535,356$282,545
Cash equivalents held in US Treasury bills4,404,0605,157,887
Cash in Australian bank checking account (US dollars)87,04260,829
Total cash and cash equivalents$5,026,458$5,501,261

CONCENTRATIONS OF CREDIT RISKS

Cash is maintained at one US financial institution in a checking account. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2026 cash balances were approximately $384,000 over such insured amount. We do not believe that the Company is exposed to any significant risk with respect to its cash in that checking account.

At March 31, 2026, we maintained cash equivalents of approximately $4.4 million in US Treasury bills with maturities of less than three months. We do not believe that the Company is exposed to any significant risk with respect to its cash equivalents since they represent US government risk.

Cash is maintained at one Australian financial institution in checking accounts. Accounts at this institution are secured by the Financial Claims Scheme for up to Australian $250,000. Our March 31, 2025 Australian cash balance was below that threshold.

RESTRICTED CASH

To comply with the terms of our laboratory, office, and manufacturing space leases, we arranged for our former bank, First Republic Bank, to issue two standby letters of credit (L/Cs) totaling $87,506 in favor of the landlord, in lieu of a security deposit. To support the L/Cs, we authorized the withdrawal of $87,506 from our operating accounts and placed the funds in restricted certificates of deposit, which we classified as restricted cash, a long-term asset on our balance sheet. Following the transition of our banking relationship from First Republic Bank to JPMorgan Chase, the standby letters of credit were converted to a money market deposit account with an additional $5,000 buffer. This interest-bearing account had a balance of $98,928 as of March 31, 2026, which we continue to classify as restricted cash.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss included in the consolidated statements of operations.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax basis. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards. We record a valuation allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized. Management has provided a full valuation allowance against the Company’s net deferred tax asset. Tax positions taken or expected to be taken in tax returns are evaluated using a more-likely-than-not recognition threshold. Tax positions deemed to not meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There wereno uncertain tax positions that require accrual to or disclosure in the consolidated financial statements as of March 31, 2026 and 2025.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. We believeno impairment charges were necessary during the fiscal years ended March 31, 2026 and 2025.

LOSS PER SHARE

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we have had net losses for all periods presented, basic and diluted loss per share is the same, and additional potential common shares have been excluded as their effect would be antidilutive.

As of March 31, 2026 and 2025, a total of 1,958,149 and 293,817 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, or RSUs, shares held in abeyance and warrants were excluded as their inclusion would be antidilutive.

REVENUE RECOGNITION

We did not recognize revenue in fiscal years ended March 31, 2026 or March 31, 2025.

STOCK-BASED COMPENSATION

Employee stock options and rights to purchase shares under stock participation plans are accounted for under the fair value method. Accordingly, share-based compensation is measured when all granting activities have been completed, generally the grant date, based on the fair value of the award. The exercise price of options is generally equal to the market price of the Company’s common stock (defined as the closing price as quoted on the Nasdaq Capital Market or OTCBB on the date of grant). Compensation cost recognized by the Company includes (a) compensation cost for all equity incentive awards granted prior to April 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the original provisions of the then current accounting standards, and (b) compensation cost for all equity incentive awards granted subsequent to March 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of subsequent accounting standards. We use a Binomial Lattice option pricing model for estimating fair value of options granted (see Note 4).

The following table summarizes share-based compensation expenses relating to shares and options granted and the effect on loss per common share during the years ended March 31, 2026 and 2025:

Schedule of share-based compensation expenses
Fiscal Years Ended
March 31, 2026March 31, 2025
Vesting of Stock Options and Restricted Stock Units$278,547$415,234
Total Stock-Based Compensation Expense$278,547$415,234
Weighted average number of common shares outstanding – basic and diluted673,945156,085
Basic and diluted loss per common share$(0.41)$(2.66)

We record share-based compensation expenses for awards of stock options and RSUs under ASC 718, Share-based compensation, or ASC 718. For awards to non-employees for periods prior to the adoption of ASU 2018-07, Compensation-Stock Compensation: Improvements to Non-employee Share-Based Payment Accounting, on April 1, 2019, the Company had applied ASC 505-50, Equity – Equity-based payments to non-employees, or ASC 505-50. ASC 718 establishes guidance for the recognition of expenses arising from the issuance of share-based compensation awards at their fair value at the grant date.

We recognize share-based compensation expense related to stock options and stock appreciation rights granted to employees, directors and consultants based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting share-based compensation expense, for stock options that only have service vesting requirements or performance-based vesting requirements without market conditions using the binomial lattice option-pricing model. The grant date fair value of the share-based awards with service vesting requirements is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Determining the appropriate amount to expense for performance-based awards based on the achievement of stated goals requires judgment. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revisions is reflected in the period of change. If any applicable financial performance goals are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. For performance-based awards with market conditions, we determine the fair value of awards as of the grant date using a Monte Carlo simulation model.

We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after March 31, 2007 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2026 was insignificant.

PATENTS

Patents include both foreign and domestic patents. We capitalize the cost of patents, some of which were acquired, and amortize such costs over the shorter of the remaining legal life or their estimated economic life, upon issuance of the patent. The unamortized costs of patents are subject to our review for impairment under our long-lived asset policy above.

STOCK PURCHASE WARRANTS

In the past we issued warrants for the purchase of shares of our common stock in connection with the issuance of common stock for cash. Warrants issued in connection with common stock for cash, if classified as equity, are considered issued in connection with equity transactions and the warrant fair value is recorded to additional paid-in-capital.

RESEARCH AND DEVELOPMENT EXPENSES

Our research and development costs are expensed as incurred. We incurred approximately $1,912,000 and $2,212,000 of research and development expenses for the years ended March 31, 2026 and 2025, respectively, which are included in various operating expenses in the accompanying consolidated statements of operations. During fiscal year ended March 31, 2026 we recognized approximately $218,000 related to an Australian research and development tax incentive associated with eligible clinical activities conducted in Australia. The Australian R&D incentive is a government program that provides refundable tax offsets for eligible research and development expenditures incurred in Australia. The incentive reduced reported research and development expense for fiscal year ended March 31, 2026 (see Note 9).

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial statements.

SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS

In fiscal year 2025, the Company adopted Accounting Standards Update (ASU) No. 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and included in the reported measure of segment profit or loss.

The Company operates as asingle reportable segment. The adoption of ASU 2023-07 did not have an impact on the Company’s consolidated financial statements but resulted in enhanced footnote disclosures regarding significant segment expenses, as reflected in Note 9 – Segment Reporting.

In November 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced annual disclosures for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state, and foreign jurisdictions.

The Company adopted ASU 2023-09 effective April 1, 2025. Adoption of the standard did not impact the Company’s consolidated financial statements but resulted in enhanced income tax disclosures, as reflected in Note 7 – Income Taxes.

In March 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2024-02,Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments remove references to FASB Concepts Statements from the Accounting Standards Codification and do not change existing accounting requirements. The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued Accounting Standards Update 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires public business entities to provide enhanced annual and interim disclosures that disaggregate specified income statement expense categories. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10,Government Grants (Topic 832), which establishes guidance related to the recognition, measurement, presentation, and disclosure of government grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim periods within fiscal years beginning after December 15, 2029, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and disclosures.

  1. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:

Schedule of property and equipment, net
March 31, 2026March 31, 2025
Furniture and office equipment, at cost$761,978$1,112,648
Add: additions3,704–
Less: disposals(14,628)(350,670)
Leasehold improvements893,131893,131
Gross property and equipment1,644,1851,655,109
Less: accumulated depreciation(1,287,363)(978,889)
Fixed assets, net$356,822$676,220

Depreciation expense for the fiscal years ended March 31, 2026 and 2025 was $323,102 and $339,009, respectively. During the year ended March 31, 2026, the Company disposed of fully depreciated property and equipment with an original cost of $14,628. These disposals had no impact on net income, as the assets were fully depreciated at the time of removal. The reduction in gross property and equipment reflects the Company’s ongoing review and retirement of inactive or obsolete assets.

  1. PATENTS, NET

Patents, net consist of the following:

Schedule of patents, net
March 31, 2026March 31, 2025
Issued patents$157,442$157,442
Accumulated amortization(157,442)(156,892)
Patents, net$–$550

Amortization expense for our capitalized issued patents for each of the fiscal years ended March 31, 2026 and 2025 was $550. As of March 31, 2026, the remaining capitalized patent was fully amortized and no future amortization expense related to patents is expected.

  1. EQUITY TRANSACTIONS

REVERSE STOCK SPLITS

Effective as of the close of business on June 6, 2025, with trading on a post-split basis beginning on June 9, 2025, the Company effected a 1-for-8 reverse stock split of its outstanding common stock. As a result of the reverse stock split, each eight shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The number of authorized shares of common stock remained unchanged at 60,000,000 shares following the reverse stock split.

Effective as of the close of business on October 16, 2025, with trading on a post-split basis beginning on October 20, 2025, the Company effected a 1-for-10 reverse stock split of its outstanding common stock. The reverse stock split was implemented in response to the Company’s receipt of a Nasdaq notification regarding noncompliance with the minimum bid price requirement for continued listing. As a result of the reverse stock split, each ten shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Following the reverse stock split, the Company had 6,000,000 authorized shares of common stock.

On February 19, 2026, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 6,000,000 shares to 100,000,000 shares.

All share and per share amounts presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect both reverse stock splits for all periods presented.

ISSUANCES OF COMMON STOCK AND WARRANTS

Equity Transactions in the Fiscal Year Ended March 31, 2026.

December 2025 Private Placement and Warrant Inducement Agreement

On December 5, 2025, the Company and an institutional investor (the “Purchaser”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to issue to the Purchaser, in a private placement (the “PIPE Offering”), (i)595,897 pre-funded warrants to purchase Common Stock (“Pre-Funded Warrants”) and (ii)1,042,820 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share (the “Common Warrants”). The PIPE Offering closed on December 8, 2025 subject to customary closing conditions. The Common Warrants became exercisable upon stockholder approval and expire five and one-half years following stockholder approval obtained on February 19, 2026.

On January 22, 2026, the Company entered into an amendment to the Securities Purchase Agreement and the Pre-Funded Warrants pursuant to which the Pre-Funded Warrants became immediately exercisable at an exercise price of $0.0001 per share.

At the same time and as part of the PIPE Offering, the Company also entered into a warrant inducement agreement (the “Inducement Agreement”) with the same Purchaser of certain outstanding common stock purchase warrants. Under this agreement, the Purchaser’s existing warrants were modified, including exercise at a reduced price of $4.03 per share for 210,555 shares, and the Purchaser received 368,471 new warrants (the “Inducement Warrants”) to encourage participation in the PIPE.

The modification of the existing warrants and issuance of the Inducement Warrants were accounted for as costs associated with a financing transaction. The new warrants became exercisable on February 19, 2026, have an exercise price of $4.03 per share, and expire five and one-half years following the stockholder approval date.

The Company also issued warrants to buy 23,836 shares of common stock to the placement agent (the “Placement Agent Warrants”) under the Placement Agent Agreement dated December 5, 2025. The Placement Agent Warrants have an exercise price of $5.04 per share and expire five and one-half years following stockholder approval obtained on February 19, 2026.

The securities issued in the PIPE Offering and Inducement Agreement were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The Company filed a Registration Statement on Form S-1 (File No. 333-292598) covering the resale of shares underlying the warrants issued in the PIPE Offering and Inducement Agreement which was declared effective on January 16, 2026. The Company is required to maintain the effectiveness of the registration statement as required under the Registration Rights Agreement and Inducement Agreement. The agreements include customary provisions for liquidated damages if the registration statements are not maintained on time.

Gross proceeds from the PIPE Offering were approximately $3.3 million before placement agent fees and offering costs.

Warrant Exercises

As described above, in connection with the Inducement Agreement, the holder of common stock purchase warrants exercised 210,555 shares of common stock for additional proceeds to the company of $848,537.

September 2025 Registered Direct Offering

On September 4, 2025, we entered into a Securities Purchase Agreement with certain investors pursuant to which it agreed to sell (i)4,047,780 shares of common stock, (ii)952,220 pre-funded warrants, and (iii)5,000,000 common warrants to purchase up to 5,000,000 shares of common stock at an exercise price of $0.90 per share. The securities were offered as part of a registered public offering on Form S-1 (File No. 333-289745), which was declared effective by the SEC on September 4, 2025. The combined public offering price for each share (or pre-funded warrant in lieu thereof) and accompanying common warrant was $0.90 per unit.

The offering closed on September 5, 2025, and we received gross proceeds of approximately $4.5 million and net proceeds of approximately $3.7 million, after deducting placement agent fees and other offering expenses. Maxim Group LLC acted as the exclusive placement agent and received a cash fee of 6.25% of gross proceeds, reimbursement of $100,000 of expenses, and warrants to purchase up to 200,000 shares of common stock at an exercise price of $0.90 per share.

In connection with the offering, the Company and its officers and directors agreed to customary lock-up provisions restricting certain issuances or sales of securities for up to 90 days following the closing.

April 2025 RSU Grants to Independent Directors

In April 2025, our Board of Directors approved, pursuant to the terms of the Director Compensation Policy, the grant of the annual RSUs under the Director Compensation Policy to each of the four non-employee directors of the Company then serving on the Board of Directors. The Director Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs at the beginning of each fiscal year for current non-employee directors then serving on the Board of Directors, and for a grant of stock options or $75,000 worth of RSUs for a newly elected non-employee director, with each RSU priced at the average for the closing prices for the five days preceding and including the date of grant, or $2.80 per share for the RSUs granted in April 2025. As a result, in April 2025 the four eligible directors were each granted an RSU in the amount of 17,858 shares under the Company’s 2020 Equity Incentive Plan, or the 2020 Plan. The RSUs are subject to vesting in four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, subject in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates. Vesting will terminate upon the director’s termination of Continuous Service prior to any vesting date.

Equity Transactions in the Fiscal Year Ended March 31, 2025.

March 2025 Warrant-Based Financing

On March 16, 2025, the Company entered into an inducement offer to exercise existing Class A and Class B Warrants (the “Agreement”) with a certain accredited and institutional holder (the “Holder”) of the Company’s outstanding Class A and Class B Warrants issued on May 17, 2024 (the “Existing Warrants”). Pursuant to the Agreement, the Holder, upon exercise, will receive a new unregistered Common Stock Purchase Warrant (“New Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), to purchase up to a number of shares equal to 200% of the number of Warrant Shares issued pursuant to the exercise of Existing Warrants pursuant to this Agreement (the “New Warrant Shares”), which New Warrant shall have an exercise price per share equal to $0.3736, subject to adjustment as provided in the New Warrant, will be exercisable at any time on or after six (6) months from the date of issuance and have a term of exercise of five and one-half (5.5) years from the date of issuance and (ii) a reduction of the exercise price of the Existing Warrants to $0.3736 per share, representing the closing price on March 14, 2025, but only with respect to a cash exercise under the Existing Warrants (as reduced from the current respective exercise price per share as set forth in the Existing Warrants).

The fair value of the new warrants issued and the incremental fair value associated with the modification of the existing warrants totaled approximately $4.6 million and was recorded as a non-cash inducement expense within other expense, with a corresponding increase to additional paid-in capital.

The closing took place on March 17, 2025. Gross proceeds to the Company from the exercise of the Existing Warrants was $2,316,320, prior to deducting closing costs and placement agent fees as further described below. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

As a result of the Holder exercising the Existing Warrants, the Company issued an aggregate of 6,200,000 shares of its common stock. The shares underlying the Existing Warrants have all been registered on Form S-1 registration statement (Registration Number 333-278188).

The Company agreed to file a resale registration statement registering the shares underlying the Replacement Warrants (“Resale Registration Statement”) within ninety (90) days of the date of the Agreement and to use commercially reasonable best efforts to cause the Resale Registration Statement to be effective on or prior to the 150th calendar day after the date of the Agreement.

Subject to the terms of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the New Warrants are not filed within the ninety (90) period, as more fully described in the Agreement.

The Company further agreed that until sixty (60) days after the closing date of the warrant exercise, it will not (other than in connection with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or file any registration statement or any amendment or supplement (other than the registration statement registering the shares underlying the Replacement Warrants).

In connection with the transactions contemplated in the Agreement, the Company agreed to pay its placement agent, Maxim Group, LLC (the “Agent”) the following compensation, (i) a cash fee equal to 6.0% of the gross proceeds received by the Company in the transactions contemplated by the Agreement, and (ii)legal fees and out-of-pocket expensesof $15,000.

May 2024 Public Offering

On May 17, 2024, the Company closed a public offering pursuant to which it sold an aggregate of: (i)306,250 shares of common stock and accompanying Class A warrants to purchase up to 306,250 shares of common stock and Class B warrants to purchase up to 306,250 shares of common stock, at a combined public offering price of $4.64 per share and accompanying warrants; and (ii) in lieu of common stock, pre-funded warrants to purchase 706,250 shares of common stock and accompanying Class A warrants to purchase up to 706,250 shares of common stock and Class B warrants to purchase up to 706,250 shares of common stock, at a combined public offering price of $4.63 per pre-funded warrant and accompanying warrants, which is equal to the public offering price per share of common stock, and accompanying warrants less the $0.001 per share exercise price of each such pre-funded warrant.

All pre-funded warrants issued in the offering were exercised in the quarter ended June 30, 2024. The Class A and Class B warrants each have an exercise price of $4.64 per share, are immediately exercisable, and, in the case of Class A warrants, will expire on May 17, 2029, and in the case of Class B warrants, will expire on May 19, 2025. The exercise price of the Class A and Class B warrants is also subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in such warrants.

Maxim Group LLC (“Maxim”), served as the exclusive placement agent in connection with the offering. We paid Maxim a cash fee of 6.5% of the aggregate gross proceeds raised at the closing of the offering, and reimbursement of certain expenses and legal fees in the amount of $100,000. We also issued to designees of Maxim warrants to purchase up to an aggregate of 40,500 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $4.64 per share and have substantially the same terms as the Class A warrants, except the Placement Agent Warrants are not subject to an exercise price reset, are non-exercisable until November 15, 2024, and will expire on May 15, 2029.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $4.7 million. Net proceeds, of the offering, after deducting the placement agent fees and expenses and other offering expenses payable by us, were approximately $3.5 million. In June 2024, and holders of Class A and Class B warrants exercised 37,500 shares and 360,000 shares, respectively, for additional proceeds of $1,844,400.

The shares of Common Stock, the Class A and Class B warrants, the pre-funded warrants and the Placement Agent Warrants described above and the underlying shares of Common Stock were offered pursuant to a Registration Statement on Form S-1, as amended (File No. 333-278188) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 15, 2024.

RSU Grants to Non-Employee Directors

On April 17, 2024, the Compensation Committee of the Board, or Compensation Committee, approved, pursuant to the terms of the Company’s Amended and Restated Non-Employee Director Compensation Policy, or the Director Compensation Policy, the grant of the annual RSUs under the Director Compensation Policy to each of the four non-employee directors of the Company then serving on the Board of Directors of the Company, or Board. The Director Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs at the beginning of each fiscal year for current non-employee directors then serving on the Board, and for a grant of stock options or $75,000 worth of RSUs for a newly elected non-employee director, with each RSU priced at the average for the closing prices for the five days preceding and including the date of grant, or $12.16 per share for the April 2024 RSU grants. As a result, in April 2024 the four eligible directors were each granted an RSU in the amount of 4,112 shares under the 2020 Plan. The RSUs are subject to vesting in four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025, subject in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates. Vesting will terminate upon the director’s termination of Continuous Service prior to any vesting date.

There were no vested RSUs outstanding as of March 31, 2025.

WARRANTS:

During the fiscal year ended March 31, 2026, warrant activity primarily related to warrants issued in connection with the Company’s September 2025 public offering and the Company’s December 2025 PIPE and warrant inducement transaction. During the twelve-months ended March 31, 2026, we issued 520,000 warrants in connection with the September 2025 public offering and 1,435,126 in connection with a December 2025 PIPE and warrant inducement transaction. In addition,210,555 warrants were exercised in connection with the December 2025 transaction and 22,793 warrants expired unexercised during the year. As of March 31, 2026, a total of 1,957,490 warrants were outstanding and exercisable at a weighted average exercise price of $6.48 per share.

A summary of the aggregate warrant activity for the years ended March 31, 2026 and 2025 is presented below:

Schedule of warrant activity
Fiscal Year Ended March 31,
20262025
WarrantsWeighted Average Exercise PriceWarrantsWeighted Average Exercise Price
Outstanding, beginning of year235,712$35.55409$200.90
Granted1,955,126$5.36361,550$35.80
Exercised(210,555)$24.38(123,131)$39.20
Cancelled/Forfeited(22,793)$46.40(3,116)$250.13
Outstanding, end of year1,957,490$6.48235,712$35.55
Exercisable, end of year1,957,490$6.48235,712$35.55
Weighted average estimated fair value of warrants granted$N/A$N/A

The detail of the warrants outstanding and exercisable as of March 31, 2026 is as follows:

Schedule of warrant activity exercisable and outstanding
Warrants Outstanding
Range of Exercise PricesNumber OutstandingWeighted Average Remaining Life (Years)Weighted Average Exercise Price
$9.00 or Below1,899,5724.99$5.26
$46.4057,9183.13$46.40

The detail of the warrants outstanding and exercisable as of March 31, 2025 is as follows:

Warrants Outstanding and Exercisable
Range of Exercise PricesNumber OutstandingWeighted Average Remaining Life (Years)Weighted Average Exercise Price
$46.4 or Below235,7124.63$35.50

STOCK-BASED COMPENSATION:

2020 EQUITY INCENTIVE PLAN

The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by our stockholders in September 2020 and has subsequently been amended from time to time with stockholder approval to increase the number of shares available for issuance. The 2020 plan permits the issuance of stock options, restricted stock units (RSUs), stock bonuses, stock appreciation rights, and other equity awards to employees, directors and consultants. As of March 31, 2026,132,109 shares remained available for issuance under the 2020 Plan.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The Company maintains the Director Compensation Policy which provides for cash and equity compensation for persons serving as non-employee directors of the Company. Under this policy, each new non-employee director receives either stock options or a grant of RSUs upon appointment/election, as well as either an annual grant of stock options or of RSUs at the beginning of each fiscal year. The (i) stock options are subject to vesting and (ii) RSUs are subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting.

Please see above under the heading “Equity Transactions in the Fiscal Year Ended March 31, 2026—RSU Grants to Non-Employee Directors” for disclosure regarding equity awards under the Director Compensation Policy during the fiscal year ended March 31, 2026.

STOCK OPTION ACTIVITY

During the fiscal years ended March 31, 2026 and March 31, 2025, we did not issue stock option grants.

Options outstanding that were vested as of March 31, 2026 and options that are expected to vest subsequent to March 31, 2026 are as follows:

Schedule of options outstanding that have vested and are expected to vest
Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term in Years
Vested659$1,305.045.12
Expected to vest–$––
Total659

The following is a summary of the stock options outstanding at March 31, 2026 and 2025 and the changes during the years then ended:

Schedule of stock option activity
Fiscal Year Ended March 31,
20262025
OptionsWeighted Average Exercise PriceOptionsWeighted Average Exercise Price
Outstanding, beginning of year659$1,305.041,086$1,462.20
Granted–$––$–
Cancelled/Forfeited–$–(427)$1,702.90
Outstanding, end of year659$1,305.04659$1,305.04
Exercisable, end of year659$1,305.04583$1,328.20
Weighted average estimated fair value of options granted$N/A$N/A

There wereno stock option grants during the fiscal years ended March 31, 2026 or March 31, 2025. There were 7,143 RSUs granted during the fiscal year ended March 31, 2026. The weighted average grant date fair value of RSUs granted during the fiscal year ended March 31, 2026 was $50,000. There wereno stock option exercises during the fiscal years ended March 31, 2026 and 2025.

The table below summarizes nonvested stock options as of March 31, 2026 and changes during the year ended March 31, 2026.

Schedule of nonvested shares
SharesWeighted Average Grant Date Fair Value
Nonvested stock options at April 1, 202576$1.37
Vested(76)$1.37
Forfeited–$–
Nonvested stock options at March 31, 2026–

The detail of the options outstanding and exercisable as of March 31, 2025 is as follows:

Schedule of detail of options outstanding and exercisable by exercise price
Options Outstanding · Options Exercisable
Exercise PricesNumber OutstandingWeighted Average Remaining Life (Years)Weighted Average Exercise PriceNumber OutstandingWeighted Average Exercise Price
$1024.00-1,128.005076.22 years$1,092.00431$1,085.00
$2,016.001525.76 years$2,016.00152$2,016.00
Total659583

We recorded stock-based compensation expense related to RSU issuances and to options granted totaling $278,547 and $415,234 for the fiscal years ended March 31, 2026 and 2025, respectively. These expenses were recorded as stock compensation included in payroll and related expenses in the accompanying consolidated statement of operations for the years ended March 31, 2026 and 2025.

The table below presents a summary of restricted stock unit activity as of March 31, 2026, and for the year then ended.

Schedule of RSUs
Shares
Nonvested RSUs at April 1, 2025–
Granted7,143
Vested(7,143)
Nonvested RSUs at March 31, 2026–

Our total stock-based compensation for fiscal years ended March 31, 2026 and 2025 included the following:

Schedule of stock-based compensation
Fiscal Year Ended
March 31, 2026March 31, 2025
Vesting of restricted stock units$200,000$218,750
Vesting of stock options78,547196,484
Total Stock-Based Compensation$278,547$415,234

We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The cumulative effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2026 was insignificant.

On March 31, 2026, our outstanding stock options had no intrinsic value since the closing price on that date of $2.19 per share was below the weighted average exercise price of our outstanding stock options.

At March 31, 2026, there wasno unrecognized compensation cost related to share-based payments.

  1. RELATED PARTY TRANSACTIONS

DUE TO RELATED PARTIES

For the fiscal year ended March 31, 2026 we accrued unpaid fees of $68,250 owed to our non-employee directors.

We paid out accrued vacation totaling approximately $169,596 during the fiscal year ended March 31, 2026 as a result of a Company-wide change to our vacation policy. In addition, we paid approximately $346,286 in cash severance and COBRA payments pursuant to executive employment agreements for two former executives, payable in monthly installments over 12-month periods commencing July 1, 2024 and October 15, 2024, respectively

Amounts due to related parties were comprised of the following items:

Schedule of amounts due to related parties
March 31, 2026March 31, 2025
Accrued Board fees$68,250$68,250
Accrued vacation to all employees–165,029
Accrued separation expenses–346,286
Total due to related parties$68,250$579,565
  1. OTHER CURRENT LIABILITIES

Other current liabilities were comprised of the following items:

Schedule of other current liabilities
March 31, 2026March 31, 2025
D&O insurance premium financing (See Note 8)$178,098$178,206
Accrued professional fees220,809247,631
Accrued G&A212,083–
Accrued resale registration46,32746,327
Total other current liabilities$657,317$472,164
  1. INCOME TAXES

The following table summarizes the Company’s loss before income taxes by tax jurisdiction for the years ended March 31, 2026 and 2025.

Schedule of loss before income taxes
March 31, 2026March 31, 2025
Domestic$(6,347,160)$(12,416,477)
Foreign(804,309)(971,612)
Worldwide loss$(7,151,469)$(13,388,089)

The Company conducts operations in the United States and Australia. Losses generated in the United States primarily relate to research and development and corporate activities. Losses generated in Australia primarily relate to research and development activities conducted through the Company’s Australian subsidiary. The Australian subsidiary participates in the Australian Research and Development Tax Incentive program, which provides refundable tax offsets for certain qualifying research and development expenditures. The Company accounts for these refundable tax offsets as reductions of research and development expense and, accordingly, they do not result in current income tax expense or benefit.

For the years ended March 31, 2026 and 2025, the Company recorded no income tax expense or benefit due to the full valuation allowance maintained against its net deferred tax assets.

At March 31, 2026 and 2025, the Company’s deferred tax assets consisted primarily of net operating loss carryforwards, research and development tax credit carryforwards, capitalized research and development costs under Internal Revenue Code Section 174, and stock-based compensation deductions. Net operating loss carryforwards represented approximately 80% of the Company’s gross deferred tax assets at March 31, 2026. Due to uncertainty regarding the realization of these deferred tax assets, the Company has recorded a full valuation allowance against its net deferred tax assets.

Significant components of the Company’s deferred tax assets at March 31, 2026 and 2025 are as follows:

Schedule of deferred tax assets
YEAR ENDED MARCH 31,
20262025
Deferred tax assets:
Net operating loss carryforwards(1)$29,682,000$30,022,000
Capitalized research and development costs1,087,000519,000
Research and development tax credits3,442,0003,442,000
Stock compensation2,438,000415,000
Gross deferred tax assets36,649,00034,398,000
Total deferred tax liabilities––
Net deferred tax assets36,649,00034,398,000
Valuation allowance for deferred tax assets(36,649,000)(34,398,000)
Net deferred tax assets$–$–
(1)Pursuant to Internal Revenue Code Section 382, use of our tax net operating loss carryforwards and research and development tax credit carryforwards may be limited. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. If and when the Company utilizes these tax attributes in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the carryforward balances.

At March 31, 2026, the Company had federal, state and foreign net operating loss carryforwards of approximately $101 million, $98 million, and $1.2 million, respectively. Federal net operating losses generated after 2017 may be carried forward indefinitely, while certain federal and state net operating loss carryforwards are subject to expiration under applicable tax laws. The Company also had federal and state research and development tax credit carryforwards. Federal research and development tax credits began to expire in 2025.

The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended March 31, 2026.

Schedule of provision for income taxes
Amount · Rate
Rate Federal statutory income tax benefit$(1,502,000)21.0%
State taxes, net of federal benefit(499,000)6.9%
Federal return-to-provision adjustments628,000(8.7%)
State return-to-provision adjustments382,000(5.3%)
Expiration of net operating loss carryforwards271,000(3.8%)
Non-deductible items1,000(0.01%)
Change in valuation allowance719,000(9.9%)
Effective income tax rate$–0.0%

The state tax benefit represents the effect of state income taxes, net of the related federal tax benefit. Return-to-provision adjustments primarily relate to differences between estimates included in the prior year’s income tax provision and amounts reported on subsequently filed income tax returns. The expiration of net operating loss carryforwards relates to deferred tax assets associated with tax attributes that expired during the year. The change in valuation allowance reflects the increase in the valuation allowance required to fully offset deferred tax assets generated during the year.

ASC 740, “Income Taxes”, clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements, and prescribes recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the years ended March 31, 2026 and 2025, we did not recognize any interest or penalties relating to tax matters.

At and for the years ended March 31, 2026 and 2025, management does not believe the Company has any uncertain tax positions. Accordingly, there areno unrecognized tax benefits at March 31, 2026 or March 31, 2025.

Our tax returns remain open for examination by the applicable authorities, generally 3 years for federal and 4 years for state. We are currently not under examination by any taxing authorities.

  1. COMMITMENTS AND CONTINGENCIES

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

We had the following contractual obligations and commitments at year end March 31, 2026:

LEASE COMMITMENTS

Office, Lab and Manufacturing Space Leases

In December 2020, we entered into an agreement to lease approximately 2,823 square feet of office space and 1,807 square feet of laboratory space located at 11555 Sorrento Valley Road, Suite 203, San Diego, California 92121 and 11575 Sorrento Valley Road, Suite 200, San Diego, California 92121, respectively. The agreement carries a term of 63 months and we took possession of the office space effective October 1, 2021. We took possession of the laboratory space effective January 1, 2022. In October 2021, we entered into another lease for approximately 2,655 square feet of space to house our manufacturing operations located at 11588 Sorrento Valley Road, San Diego, California 92121. The term is for 55 months and we took possession of the manufacturing space in August 2022. The current monthly base rent under the office and laboratory component of the lease is $15,023. The current monthly base rent under the manufacturing component of the lease is $13,195. The office, laboratory and manufacturing leases are coterminous and expire on March 31, 2027. As of March 31, 2026, the leases had a remaining weighted average lease term of approximately 12 months and a weighted average discount rate of 4.25%. We do not currently intend to renew the corporate office lease upon expiration. We have not yet made a determination regarding renewal of the laboratory and manufacturing leases, as any decision and the length of any potential renewal term will depend on the Company’s future operating requirements. As of the date of this report, we have not committed to any lease renewals.

The office, lab and manufacturing leases are coterminous with a remaining term of 12 months. The weighted average discount rate is 4.25%.

As of March 31, 2026, we have right-of-use lease assets of $307,820.

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next fiscal year. All of our leases conterminously expire during the fiscal year ending March 31, 2027.

Schedule of lease maturity
Fiscal Years Ended March 31,
2027343,353
Total minimum lease payments343,353
Less amount representing imputed interest(6,635)
Present value of minimum lease payments$336,718

Overall, our rent expense, which is included in general and administrative expenses, approximated $464,350 and $421,789 for the fiscal years ended March 31, 2026 and 2025, respectively.

Premium Financing Agreement

In January 2026, the Company entered into a short-term premium financing agreement with FIRST Insurance Funding, a division of Lake Forest Bank & Trust Company, N.A., to finance a portion of its Directors & Officers (D&O) and other insurance premiums. The total amount financed under the agreement was approximately $220,984, with an associated finance charge of approximately $9,218, resulting in a total repayment obligation of approximately $230,202. The annual percentage rate is 9.00%, and the loan is payable in 10 monthly installments of approximately $23,098 beginning February 28, 2026.

As collateral for the financing, the Company granted the lender a first priority security interest in the financed insurance policies, including all unearned premiums, dividends, credits, and certain loss payments. In the event of default, cancellation, or early termination of the policies, the lender has the right to collect any unearned premiums and apply them against the remaining loan balance.

This arrangement is classified as a short-term liability within other liabilities on the balance sheet (See Note 6) and is recorded net of any prepaid portions of the insurance policies.

LEGAL MATTERS

From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities.

The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. We are not presently a party to any pending or threatened legal proceedings.

  1. SEGMENT REPORTING

The Company operates as asingle operating and reportable segment, which reflects the manner in which the Chief Operating Decision Maker (CODM), the Company’s Chief Executive Officer, manages the business and allocates resources. The Company is a development-stage medical technology company focused on advancing a clinical-stage therapeutic device, with key operational decisions based on cash availability, development milestones, and return on investment associated with future manufacturing and commercialization opportunities.

Although the Company has no commercial revenue, the CODM regularly reviews certain expense categories and cash flow metrics to assess progress and allocate resources. The primary internal measure of performance used by the CODM is cash used in operating activities, rather than traditional profit or loss measures.

In accordance with ASU 2023-07, which the Company adopted for the year ended March 31, 2025, the following significant expense categories and internal performance measures were reviewed by the CODM during the fiscal year ended March 31, 2026 and March 31, 2025:

Schedule of significant expense categories
CategoryYear Ended March 31, 2026Year Ended March 31, 2025
Research and development1$1,912,000$2,212,000
General and administrative2$2,696,000$3,243,000
Cash used in operating activities3$6,998,000$7,646,000
1Research and development expenses primarily include costs related to laboratory operations, clinical trial execution, investigational device testing, design iterations, and personnel expenses associated with research activities. These costs are recorded within payroll, professional fees, and general and administrative (“G&A”) expense on the face of the statements of operations, as the Company does not maintain a separate R&D line item.
2General and administrative expenses encompass overhead, administrative costs associated with clinical trial operations, and certain manufacturing-related costs. R&D costs are included within these categories for financial reporting purposes and are not separately reclassified.
3Cash used in operating activities is the key internal performance metric tracked by the CODM to evaluate development progress, cash needs, and investment strategy in the absence of commercial revenue.

The Company does not allocate assets to operating segments, nor does the CODM evaluate performance using a segment profit or loss measure. There were no changes in the internal reports provided to or reviewed by the CODM during the periods presented.

Entity-Wide Information:

·The Company did not recognize revenue during the fiscal year ended March 31, 2026.
·All long-lived assets are located in the United States.
·All of the clinical trial activity is conducted through the Company’s wholly owned subsidiary based in Australia.
  1. SUBSEQUENT EVENTS

ATM Sales

Subsequent to March 31, 2026, the Company sold an aggregate of 800,111 shares of common stock under its ATM facility, resulting in gross proceeds of approximately $1,904,000. Net proceeds, after sales commissions of approximately $48,000 and SEC, settlement and delivery fees of approximately $5,900, were approximately $1,851,000. The Company has not reflected additional offering-related costs, including legal and accounting fees, in the net proceeds amount, as such costs will be recorded as a reduction of additional paid-in capital upon final determination. The Company intends to use the proceeds for working capital and general corporate purposes, including clinical development activities and research and development. On June 4, 2026, the Company filed Amendment No. 1 to its prospectus supplement relating to its at-the-market offering program. The amendment updated the amount of securities eligible for sale pursuant to General Instruction I.B.6 of Form S-3. Following the filing of the amendment, the Company may offer and sell shares of its common stock having an aggregate offering price of up to approximately $542,716 pursuant to its at-the-market offering program.

Australian Oncology Clinical Trial

On June 4, 2026, we completed treatment of the first participant in Cohort 3 of the Company’s Australian oncology trial at Pindara Private Hospital on the Gold Coast of Australia. The participant received three Hemopurifier treatments over a one-week period, each treatment lasting four hours. The participant tolerated the procedures without reported complications. The participant will now undergo a seven-day safety follow-up period during which the participant will be monitored for dose limiting toxicities (“DLTs”) and device-related serious adverse events (SAEs) occurs. Two additional patients must be enrolled and treated to complete this Cohort 3.

RSU Grants

On April 17, 2026, the Board of Directors approved annual restricted stock unit (“RSU”) awards to each of the Company’s four non-employee directors pursuant to the Company’s Director Compensation Policy and the Company’s 2020 Equity Incentive Plan. The awards had an aggregate grant date value of approximately $200,000 and covered an aggregate of 87,260 shares of common stock. The awards vest in four equal quarterly installments through March 31, 2027, subject to continued service on the applicable vesting dates.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.