EXICURE, INC.

(in thousands)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

1. Description of Business, Basis of Presentation and Going Concern

Description of Business

Exicure, Inc. has historically been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. The Company continues to engage in a broader exploration of strategic alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring.

On January 19, 2025, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”), pursuant to which the Company acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”). In connection with the closing of the transaction pursuant to the Share Purchase Agreement, the Company and GPCR entered into a License and Collaboration Agreement to further develop and commercialize GPCR’s technologies related to certain intellectual property and patents (the “License and Collaboration Agreement”). The License and Collaboration Agreement requires the Company to make milestone payments to GPCR upon the achievement of specific milestone events relating to clinical trials, marketing authorizations, and net sales, as well as for the Company to pay a recurring royalty payments, as set forth in the agreement.

GPCR USA completed its Phase 2 clinical trial in January 2026 that focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000 to GPCR in the second quarter of 2026 in the form of shares of the Company's common stock.

On March 26, 2025, the Company formed KC Creation Co., Ltd. (“KC Creation”), a wholly-owned South Korean subsidiary. It was established based on the growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to sustainability trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. However, the Company completed the sale of KC Creation on November 24, 2025.

On February 24, 2026, the Company incorporated a wholly-owned subsidiary, Exicure Canada Incorporated, under the laws of British Columbia, Canada.

Throughout these condensed consolidated financial statements, the terms the “Company,” and “Exicure” refer to Exicure, Inc. and where appropriate, its wholly owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets and conducts all business activities and operations of Exicure, Inc.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025, have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure and its wholly owned subsidiaries, Exicure Operating Company, GPCR USA, and KC Creation. All intercompany transactions and accounts are eliminated in consolidation.

Unaudited Interim Financial Information

The condensed consolidated financial statements provided herewith are unaudited. Such statements include interim condensed consolidated balance sheet as of March 31, 2026, the interim condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, the interim condensed consolidated statements of changes in stockholders’ equity for the three months ended March 31, 2026 and 2025, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025. In the opinion of management, the interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Exchange Act; and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2026, the results of its operations for the three months ended March 31, 2026 and 2025, and the results of its cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, or any other interim periods, or any future year or period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in the Company’s corresponding Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2026 (the “Annual Report”).

Going Concern

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that the condensed consolidated financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists that is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern for a period of one year after the date that the condensed consolidated financial statements are issued. As of March 31, 2026, the Company expects to incur significant expenses and negative cash flows for the foreseeable future. As of March 31, 2026, the Company’s cash and cash equivalents were $2,604. Management believes that the Company’s existing cash and cash equivalents are insufficient to continue to fund its operating expenses, and additional funding is needed. There can be no assurance that such additional financing will be available and, if available, can be obtained on acceptable terms.

Management believes that, given the Company’s current cash position, operating plans and forecasted negative cash flows from operating activities over the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Additional financing will be needed to fund ongoing operations, support of GPCR USA’s operations, and exploration of strategic alternatives and pursuing any alternatives that management identifies.

The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassification

Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current year condensed consolidated financial statements. These reclassifications had no effect on the previously reported operating results.

2. Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2025 filed with the SEC on March 25, 2026. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstances and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates.

Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for the Company for the fiscal year 2026 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective in the fiscal year 2026 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

Codification Improvements

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which includes various clarifications, technical corrections, and enhancements to several areas of the FASB Accounting Standards Codification. The amendments are intended to improve the consistency, usability, and application of existing guidance and do not introduce new accounting models. Key areas addressed by the ASU include clarifications related to diluted earnings per share, lease receivables for sales-type and direct financing leases, and the calculation of reference amounts for certain beneficial interests. The Company adopted this standard on a prospective basis effective January 1, 2026.

Codification Improvements—Financial Instruments

In December 2025, the FASB issued ASU 2025-11, “Codification Improvements-Financial Instruments”. The amendments provide targeted clarifications and technical corrections to existing guidance related to financial instruments, including improvements to the recognition, measurement, and disclosure requirements for certain debt and equity instruments. The amendments do not create new accounting models; rather, they are intended to enhance the consistency and operability of the current guidance. The Company plans to adopt the standard when it becomes effective in the fiscal year 2027 annual financial statements, and the Company is currently evaluating the impact this guidance will have on the disclosures included in the Notes to the Consolidated Financial Statements.

3. Supplemental Balance Sheet Information

Prepaid expenses and other current assets

Property and equipment, net

Depreciation and amortization expense was $49 and $61 for the three months ended March 31, 2026 and 2025, respectively. During the period ended March 31, 2026, the Company wrote off the $37 of property and equipment and recognized a loss of $37 in the accompanying statement of operations.

Other noncurrent assets

Accrued expenses and other current liabilities

4. Leases

Redwood City Lease

The Company’s lease arrangements at March 31, 2026 consist of a sublease for office space at its headquarters in Redwood City, California that commenced in July 2022 (the “Redwood Sublease”). The Redwood Sublease is classified as an operating lease.

GPCR USA was subleasing approximately 8,392 square feet of office space in Redwood City, California for its operations that began on July 15, 2022. This 45-month sublease is an operating lease agreement that ended on April 14, 2026. The monthly base rent was approximately $50 for the first six months after the Acquisition. Base rent thereafter is subject to an increase of 3% over the remaining nine months. On January 29, 2026, the Company received a payment demand letter and notice of default from Dren Bio Management, Inc. (formerly known as Dren Brio, Inc.) (“Dren Bio”) whereby Dren Bio notified the Company that an event of default has occurred under the sublease for failure to make rent payments and related late charges and interest and demanded that the Company immediately pay the past due rent and late charges and interest. On March 3, 2026, the Company received a Three Day Notice to Pay Rent or Quit from Dren Bio demanding payment of unpaid rent payments of approximately $0.7 million in connection with the sublease of its facilities situated in Redwood City or in the alternative quit and deliver up possession of the premises. Following receipt of such notice, the Company did not remit a payment and on March 9, 2026, Dren Bio filed a Complaint for Unlawful Detainer against GPCR USA in the Superior Court of California, County of San Mateo, seeking restitution of possession of the premises and forfeiture of the sublease and the unpaid rent payments of approximately $0.7 million, damages and attorney’s fees. The Company vacated the facility in Redwood City as of April 15, 2026. The Company is currently reviewing the complaint and evaluating its available defenses and potential responses.

Chicago Lease

On February 13, 2025, the Company executed a Lease Termination Agreement with its landlord related to the Chicago, Illinois lease effective as of January 31, 2025 (the “Chicago Lease”). As a result of this early termination for the Chicago Lease that commenced on July 1, 2020 and would have ended on June 30, 2030, the Company vacated the Chicago office and stopped paying any further amounts owed to its landlord. There were no additional fees or costs related to the early termination. The Company recognized a $6,000 gain in the first quarter of 2025 related to this early termination.

5. Stockholders’ Equity

Preferred Stock

The Company has 10,000,000 shares of preferred stock, par value $0.0001 authorized andno shares issued and outstanding.

Common Stock

The Company has authorized 200,000,000 shares of common stock, par value $0.0001. As of March 31, 2026 and December 31, 2025, the Company had 6,373,915 and 6,373,893 shares issued and outstanding, respectively.

The holders of Common Stock are entitled toone vote per share on all matters to be voted upon by the Company’s stockholders, and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Common Stock are entitled to receive ratably any dividends that may be declared from time to time by the Board out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. Common Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Common Stock. The outstanding shares of Common Stock are fully paid and non-assessable.

Common Stock Warrants

As of March 31, 2026 and December 31, 2025, warrants to purchase 10,022 shares of common stock at a price of $40.5155 per share that were acquired in the December 2021 registered-direct offering transaction remain outstanding.

6. Equity-Based Compensation

2017 Equity Incentive Plan

On September 22, 2017, the Company’s stockholders approved the Exicure, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which became effective on November 15, 2017. The 2017 Plan provides for the issuance of incentive awards of up to 38,950 shares of Exicure common stock, which includes 14,466 shares of Exicure common stock to be issued to officers, employees, consultants and directors, plus a number of shares not to exceed 25,559 that are subject to issued and outstanding awards under the Exicure OpCo 2015 Equity Incentive Plan (the “2015 Plan”) and were assumed in the merger transaction on September 26, 2017. Awards that may be awarded under the 2017 Plan include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards. The number of shares of common stock reserved for issuance under the 2017 Plan automatically increases on January 1 of each year, beginning on January 1, 2020, by the lesser of (i)30,667 shares, (ii)5% of the total number of shares of its capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee of the Board (the “Compensation Committee”). No future awards will be made under the 2015 Plan upon the effectiveness of the 2017 Plan. On January 1, 2025, pursuant to the terms of the 2017 Plan, the number of awards that are reserved and may be awarded under the 2017 Plan was automatically increased by 30,667 awards. As of March 31, 2026, the aggregate number of awards available for grant under the 2017 Plan was 154,672.

Awards granted under the 2017 Plan are contingent on the participants’ continued employment or provision of non-employee services and are subject to forfeiture if employment or continued service terminates for any reason. The initial award granted to an employee or consultant generally vests 25% on the first 12-month anniversary of the grant date and vests 1/48th monthly thereafter until fully vested at the end of 48 months. Subsequent awards granted to employees or consultants generally vest 1/48th monthly until fully vested at the end of 48 months. The initial stock option grant to a non-employee director vests 1/36th monthly until fully vested at the end of 36 months. Subsequent stock option grants to a non-employee director vests 1/12th monthly until fully vested at the end of 12 months. The term of common stock option grants is 10 years unless terminated earlier as described above.

Equity-based compensation expense for the three months ended March 31, 2026 and for the year ended December 31, 2025 is included in the condensed consolidated financial statements and is immaterial.

Employee Stock Purchase Plan

The 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in September 2017 and approved by the Company’s stockholders in September 2017. Through the ESPP, eligible employees may authorize payroll deductions of up to 15% of their compensation to purchase common stock. The maximum number of shares that an employee may purchase on any exercise date in an offer period will be the smaller of (i)50 shares or (ii) such number of shares as has a fair market value (determined as of the offering date for such offer period) equal to $25,000 within one calendar year minus the fair market value of any other shares of common stock that are attributed to such calendar year. The purchase price per share at each purchase date is equal to 85% of the lower of (i) the closing market price per share of Exicure common stock on the employee’s offering date or (ii) the closing market price per share of Exicure common stock on the exercise date. Each offering period is approximatelysix months in duration and the first offering period began on November 16, 2020 and ended on May 14, 2021. No shares were issued during 2025 or 2024.

The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2018 and each January 1 thereafter through January 1, 2027, by the least of (i)2,000 shares; (ii)0.3% of the outstanding shares of common stock on the last day of the immediately preceding calendar year; or (iii) a lesser number of shares determined by the Board. As of December 31, 2025, there were 12,394 shares available for issuance under the ESPP. On January 1, 2026, the number of shares of common stock available for issuance under the ESPP increased by 10,000 shares. As of March 31, 2026, there were 22,394 shares available for issuance under the ESPP.

7. Segment Reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment: Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, Jung Soo Kim. The CODM uses net loss, as reported on its Consolidated Statements of Comprehensive (Loss) Income, in evaluating performance of the Biotechnology segment and determining how to allocate resources of the Company as a whole. The CODM does not review assets in evaluating the results of the Biotechnology segment, and therefore, such information is not presented.

The following table provides the operating financial results of the Biotechnology segment:

8. Income Taxes

The Company incurred pretax income in the three months ended March 31, 2026, but does not expect to end the fiscal year with pretax income. The Company incurred pretax loss for the three months ended March 31, 2025, which consists entirely of loss in the United States and resulted inno provision for income tax expense during the periods then ended. The effective tax rate is 0% in each of the three months ended March 31, 2026 and 2025 because the Company will and has generated tax losses and has provided a full valuation allowance against its deferred tax assets.

9.(Loss) Income Per Common Share

Basic net (loss) income per common share is calculated by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options, restricted stock units and warrants to purchase common stock that were outstanding for the three months ended March 31, 2025 were included in the diluted income per share calculation. As a result of the net loss for the three months ended March 31, 2026, all potentially dilutive shares in such period were anti-dilutive, and therefore, excluded from the computation of diluted net loss per share.

The following is the computation of net (loss) income per common share for the three months ended March 31, 2026 and 2025:

To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net income (loss) per share.

10. Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 are as follows:

In connection with the contingent consideration, the Company was not able to pay the first $1,000 Milestone 1 payment within the contractual due date as a result of the Company’s limited cash balance. The Company and GPCR re-negotiated the repayment terms and the Milestone 1 payment is now payable in shares of the Company’s common stock.

Assumptions utilized in the valuation of Level 3 liabilities are described as follows:

The following table sets forth a summary of the changes in the fair value of Level 3 contingent consideration that are measured at fair value on a recurring basis:

At March 31, 2026 and December 31, 2025, current portion of contingent consideration of $1,213 and $995, respectively, was included in accrued expenses and other current liabilities.

Cash and cash equivalents were measured using level 1 inputs as of March 31, 2026. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the period ended March 31, 2026 and the year ended December 31, 2025. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity.

The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. The Company uses the market approach and Level 3 inputs to value its liabilities. There were no liabilities measured at fair value on a recurring basis as of March 31, 2026.

11. Commitments and Contingencies

The Company is subject to various claims and legal actions that arise in the ordinary course of business. Management, after consultation with legal counsel, believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

As of December 31, 2025, the Company has evaluated all known contingencies and commitments, and, in the opinion of management, no accrual for loss contingencies is required in the accompanying condensed consolidated financial statements under ASC 450.

On March 3, 2026, the Company received a Three Day Notice to Pay Rent or Quit from Dren Bio demanding payment of unpaid rent payments of approximately $0.7 million in connection with the sublease of its facilities situated in Redwood City or in the alternative quit and deliver up possession of the premises. Following receipt of such notice, the Company did not remit a payment and on March 9, 2026, Dren Bio filed a Complaint for Unlawful Detainer against GPCR USA in the Superior Court of California, County of San Mateo, seeking restitution of possession of the premises and forfeiture of the sublease and the unpaid rent payments of approximately $0.7 million, damages and attorney’s fees. The Company vacated the facility in Redwood City as of April 15, 2026. The Company is continuing to review the complaint and evaluate its next steps.

The Company and certain of its current and former officers and directors were defendants in Colwell v. Exicure, Inc. et al., a securities class action in the United States District Court for the Northern District of Illinois (Case No. 1:21-cv-06637) (the “Securities Class Action”). On May 26, 2023, plaintiffs filed a second amended complaint generally alleging that the defendants made false statements about the results of experiments concerning the drug XCUR-FXN and asserting claims for violations of federal securities laws under Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5 thereunder. On October 8, 2024, the court granted preliminary approval of the settlement in the Securities Class Action and set a schedule for final approval proceedings, including a final approval hearing on January 13, 2025. On January 13, 2025, the court entered final judgment approving a settlement of this litigation, which settlement included a $5.625 million payment.

The settlement described above will be fully covered by insurance. However, the settlement includes a reservation of rights by the insurers against the Company for the unsatisfied portion of its self-insured retainer. As a result, the Company recorded an accrual as of September 30, 2024 for the amount of the unsatisfied retainer of approximately $1.1 million needed to bridge the $2.5 million retainer that the Company is liable for under its self- insured retention. On July 29, 2025, the Company entered into an agreement with the insurer to remit $1 million in order to satisfy the remaining balance of its self-insured retention obligation and paid this on August 13, 2025.

Three related stockholder derivative lawsuits were filed against certain of the Company’s current and former officers and directors and against the Company as a nominal defendant between March and April 2022 in the United States District Court for the Northern District of Illinois (Puri v. Giljohann, et al. (Case No. 1:22-cv-01083); Sim v. Giljohann, et al. (Case No. 1:22-cv-01217)), and the United States District Court for the District of Delaware (Stourbridge Investments LLC v. Exicure, Inc. et al. (Case No. 1:22-cv-00526)) (collectively, the “Derivative Complaints”).

On March 18, 2022, James McNabb, through counsel, sent a written demand to the Company (the “Demand Letter”) demanding that the Board investigate certain allegations and commence proceedings on the Company’s behalf against certain of the Company’s officers and directors for alleged breaches of fiduciary duties and corporate waste. The Derivative Complaints and the Demand Letter are currently stayed. On or around July 22, 2025, the parties informed the courts in which the Derivative Complaints are pending that they have reached an agreement in principle for global resolutions of the Derivative Complaints and Demand Letter. The agreement in principle remains subject to being memorialized in a formal agreement and subject to court approval. On March 18, 2026, the parties executed a formal settlement agreement. Also on March 18, 2026, the plaintiffs filed a motion for preliminary approval of the settlement in the United States District Court for the Northern District of Illinois. On March 19, 2026, that court granted preliminary approval of the settlement. The court also set a hearing on final approval of the settlement for June 2, 2026.

On October 3, 2023, a former employee filed a complaint against the Company and various of its former executives in the United States District Court for the District of New Jersey. The complaint is primarily a breach of contract claim relating to the former employee’s separation from the Company, as well as a claim for unpaid wages under the Illinois Wage Payment and Collection Act (“IWPCA”). The matter remains pending and settlement efforts have proven unsuccessful. The parties completed discovery depositions in December 2025. Based on information discovered in the plaintiff’s deposition, the Company’s legal counsel believes that the Company will not be successful in its breach of contract defense and that it will likely settle for no less than $250,000 to $300,000. As a result, the Company accrued $250,000 for this legal settlement as of December 31, 2025. The court scheduled a settlement conference on February 5, 2026, where the parties could not agree on a settlement amount because plaintiff is now taking the position that the settlement should reflect, not just payment for the breach of contract claim, but also damages under the IWPCA, which includes 5% in monthly interest that continues to accrue without limitation. Factoring in the IWPCA claims, plaintiff contends the damages are significantly higher. The court then scheduled an ex parte conference for February 24, 2026, prior to which the parties were directed to conduct research regarding the applicability of the IWPCA. Since the parties once again could not agree on a settlement amount, the court scheduled the parties for an in-person Final Pretrial Conference on June 3, 2026. Once the Pretrial Order is finalized, the Company intends to move for partial summary judgment on the IWPCA claims. If that motion is successful, the liability will likely remain in the amount referenced above. If that motion is not successful, the liability under the IWPCA could be significantly higher.

12. Related-Party Transactions

On February 1, 2025, the Company and Paul Kang came to an understanding that they would execute an agreement (the “Consulting Agreement”) by which Mr. Kang would provide transitional consulting services to the Company for the next 12 months. The Consulting Agreement between the Company and Alta Companies LTD (“Alta”) was executed on February 27, 2025. The Company paid Alta $99,000 after execution the agreement and began paying Mr. Kang $12,500 monthly in February 2025. Mr. Kang is the President of Alta and was a director and officer of the Company through early 2025. He was a director from February 2023 to March 2025, and he was the CEO of the Company from August 2023 to January 2025.

13. Subsequent Event

The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued.

On May 28, 2026, the Company received a notice from the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The Company intends to regain compliance with the filing of this Form 10-Q.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial information and the notes thereto included in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission, or SEC, on March 25, 2026. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, that involve significant risks and uncertainties. Our actual results, performance or experience could differ materially from what is indicated by any forward-looking statement due to various important factors, risks, uncertainties, assumptions and other factors including, but not limited to, those identified in this Quarterly Report on Form 10-Q and in our other SEC filings.

Operating, financing, and cash flow considerations

Since our inception in 2011, we have primarily funded our operations through sales of our securities, loans and collaborations.

As of March 31, 2026, our cash and cash equivalents were approximately $2.6 million. Our current liquidity may not be sufficient to fund operations for the next 12 months. As a result, there is substantial doubt about our ability to continue as a going concern. Additional financing will be needed to fund our ongoing operations and exploration of strategic alternatives and pursue any alternatives that we identify. If we are unable to raise capital, the Company could seek bankruptcy protection and/or cease operations, which may result in our stockholders receiving no or very little value in respect of their shares of our common stock.

We expect to seek financing through equity offerings. However, it may be difficult to obtain financing given our current condition and uncertainty over its future direction. Therefore, we may be unable to raise capital at all or on favorable terms. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to continue operations.

Overview

Historically, we have been an early-stage biotechnology company focused on developing nucleic acid therapies targeting ribonucleic acid against validated targets. We continue to engage in a broader exploration of strategic alternatives. This effort involves exploring growth through transactions with potential partners that see opportunity in joining an existing, publicly-traded organization.

We continue to engage in a broader exploration of strategic alternatives, including but not limited to private company acquisitions, raising additional capital, strategic partnerships, some combination of these, and other arrangements that are in management’s view worth exploring.

On January 19, 2025, we entered into a share purchase agreement (the “Share Purchase Agreement”) with GPCR Therapeutics Inc, a Korean corporation, (“GPCR”), pursuant to which we acquired from GPCR all of the issued and outstanding equity securities of its then-subsidiary, GPCR Therapeutics USA Inc., a California corporation (“GPCR USA”). In connection with the closing of the Share Purchase Agreement, the Company and GPCR entered into a License and Collaboration Agreement to further develop and commercialize GPCR’s technologies related to certain intellectual property and patents. The License and Collaboration Agreement requires us to make milestone payments to GPCR upon the achievement of specific milestone events relating to clinical trials, marketing authorizations, and net sales, as well as for us to pay a recurring royalty payments, as set forth in the agreement.

GPCR USA completed its Phase 2 clinical trial in January 2026 that focused on blood cancer patients, particularly those eligible for hematopoietic stem cell transplantation, commonly referred to as bone marrow transplant. Its current clinical trial involves the combined administration of GPC-100 (a small molecule antagonist with a high binding affinity to a chemokine receptor) and propranolol (a beta-blocker drug that affects the heart and circulation) for mobilization of stem cells in Multiple Myeloma patients. In accordance with the terms of the License and Collaboration Agreement, we intend to make a milestone payment of $1,000,000 to GPCR in the form of shares of our common stock in the second quarter of 2026.

On March 26, 2025, the Company formed KC Creation Co., Ltd. (“KC Creation”), a wholly-owned South Korean subsidiary. It was established based on potential growth strategies, such as a collaboration with GPCR USA and Korean bio-platform companies, response to sustainability trends by development of infrastructure based on eco-friendly renewable energy, and diversification of business and utilization of global growth potential of Korean entertainment content. On November 24, 2025, the Company completed the sale of KC Creation to East Ocean Development Co., Ltd. for total consideration of $474,000. As a result of the transaction, the Company no longer has a controlling financial interest in the subsidiary, and therefore, deconsolidated the entity as of the disposal date.

Recent Developments

Nasdaq Listing Requirements Deficiency Notices

As previously disclosed, we have received numerous deficiency notices with respect to various Nasdaq listing requirements in the past year. Most recently, On May 28, 2026, the Company received a notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rules as a result of the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The Company is working diligently to complete and file the Form 10-Q as soon as practicable in order to regain compliance with the applicable Nasdaq listing requirements.

Even though we regained compliance with Nasdaq’s listing requirements, there can be no assurance that we will remain in compliance with Nasdaq’s requirements and will not be delisted in the future.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our condensed consolidated financial statements that require estimation but are not deemed critical, as defined above.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. Changes in estimates used in these and other items could have a material impact on our condensed consolidated financial statements. This includes estimates where the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the impact of the estimate on financial condition or operating performance is material.

Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired and liabilities assumed or recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition. Identifiable intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and consist of in-process research and development (“IPR&D”). Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible assets is estimated using the Multi-Period Excess Earnings Method (MPEEM) for the acquired IPR&D. The fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, probability of success rates related to the drug under development, projected revenue, gross margins, operating costs, and growth rates.

The contingent consideration liability, associated with our business combination, is estimated based on the discounted cash flow method to determine the probability of achieving certain milestones. In order to perform the fair value calculations the following estimates are considered: probability of achieving certain milestones, discount period, and discount rates.

We believe our assumptions, estimates, and judgements to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.