ACUT 10-K & 10-Q changes, risk factors and insider trading

As of December 31, 2024,2025, we had had twofour full-time employees. As we mature, we expect to expand our full-time employee base and hire more scientists, technicians and other other skilled and experienced personnel. Our management may need to divert a disproportionate amount of its attention away from the day-to-day activities and devote a substantial amount of time toward managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional products or technologies. If the management is unable to effectively manage our growth, our expenses may increase more than expected, the ability to generate and/or grow revenues could be reduced, and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize products and compete effectively will depend, in part, on our ability to effectively manage any future growth.

● an exemption exemption from the requirement to seek nonbinding advisory votes on executive compensation or golden parachute arrangements.

We have been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. As a newly public company, we have designed a control environment as required of public companies under the rules and regulations of the SEC. The Company identified a material weakness as of December 31, 20242025 over internal controls over financial reporting due to a lack of accounting resources. If we fail to remediate a material weakness, or if we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Our common stock is quoted on on the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange exchange like the NYSE MKT.American. Accordingly, shareholders may have difficulty reselling any of their shares and the lack of liquidity may negatively impact our ability to pursue strategic alternatives.

We are a clinical stage diagnostics company dedicated to improving quality of life and outcomes for the moremillions than 18 millionof people worldwide who are diagnosed with or at risk of cancer each year. Our plan is to develop and commercialize a suite of novel genomic tests that support decision making along the entire continuum continuum of oncology care. Our focus will be the launch of our proprietary genomic tests, MSC (MicroRNA Signature Classifier) for patients with with lung nodules and StemPrintER for patients with early stage breast cancer. We estimate this market opportunity represents more than $6.3 $6.3 billion in annual revenue in the US, where we will focus our initial commercialization efforts.

We plan to launch MSC and StemPrintER StemPrintER once we have achieved several key milestones. The first, identifying or building a laboratory that will be responsible for processing, processing, testing and reporting MSC and StemPrintER results for all commercial samples, has been completed with the execution of our agreement with EmeritusDx. Further, we plan to transfer the MSC and StemPrintER assays from the laboratories in which they were developed to our laboratory partner, EmeritusDx. Finally, upon establishing testing capabilities in our commercial laboratory, we will seek to obtain U.S. Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certification so that we are able to report results for clinical use and to seek reimbursement from the Centers for Medicare and Medicaid Services. We anticipate that it will take atapproximately least 126 months to complete these milestones. Once those tasks are complete, we plan to initially launch MSC and StemPrintER in the US and then expand to other markets as we evaluate clinical need and revenue opportunity.

Research and development expenses decreasedincreased $1,339$142,690 in 20242025 as compared to 20232024 from $139,663$138,324 to $138,324,$281,014, primarily due to decreasesincreased inspend patentfor relatedtechnology expenses,transfer and laboratory work and consulting.activities.

General and administrative expenses decreasedincreased $108,304 $544,223 in 20242025 as compared to 20232024 from $1,911,001$1,366,778 to $1,366,778,$1,475,082, primarily due to increaseincreased a decrease of payroll related costs as a result of a changeactivity in thepublic managementrelations, team structure, as well as costs related to legal feestravel and professional other compliance expenses.fees.

Since our inception, we have not generated any revenue and have incurred significant operating losses. Our potential products are at various phases of development. We do not expect to generate significant revenue from product sales for several years, if at all. Pursuant to the demerger, Tiziana transferred $1,353,373 (£1,000,000) in cash in January 2022 to us. In addition, subject to the terms of the supplemental demerger agreement, Tiziana invested $2,675,940 (£2,000,000) in cash in March 2022 for additional shares of the Company. Our cash flows may fluctuate and are difficult to forecast and will depend on many factors. As of December 31, 2024,2025, our cash balance is $5,046$13,929 which is not adequate for our current planned level of operations, through at least AprilJanuary 2025.2026.

There was aan decreaseincrease in cash flows from operating activities during the year ended December 31, 2024.2025. The net loss of $1,505,102$1,756,096 was offset by depreciation expense of $3,630,$418, expenses settled settled in stock of $233,740,$79,000 stock-based compensation expense of $69,718,$88,695, and changes in operating assets and liabilities of $533,948.$737,594.

We expect that our expenses will will increase and operating losses will be generated for several years. We have an accumulated deficit of $8,027,047$9,783,143 as of December 31, 2025. 2024. Based on our current plans, we believe our existing cash and cash equivalents will not be sufficient to fund our operations and capital capital expenditure requirements beyond AprilJanuary 2025.2026. We expect to incur substantial additional expenditures in the near term to support our acceleration of activities. We expect to incur net losses for the foreseeable future. Our ability to fund our product development and clinical operations as well as commercialization of our product candidates, will depend on the amount and timing of cash received from planned financings. Our future capital requirements will depend on many factors, including:

We have no products approved for commercial sale and have not generated revenue to date. We have never been profitable and have incurred net losses in each year since inception. We incurred net losses of $485,883 $252,573 and $440,408$401,403 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. We incurred net losses of $738,456 and $841,811 for the six months ended June 30, 2026 and 2025, respectively.2025. As of MarchJune 31,30, 2026, we had an accumulated deficit of $10,269,026. $10,521,599. Substantially all of our net losses resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

As of MarchJune 31,30, 2026, we viewed our operations and managed our business as one operating segment consistent with how our chief operating decision maker, our Chief Executive Officer, makes decisions regarding resource allocation and assessing performance. As of MarchJune 31,30, 2025,2026, substantially all of our assets were located in the United States. Our headquarters and operations are located in New York, NY and London, UK.

The following discussion and analysis of our results of operations includes a comparison of the three monthsand ended March 31, 2026 to the threesix months ended MarchJune 31,30, 2026 to the three and six months ended June 30, 2025:

Research and development expenses for the three months ended MarchJune 31,30, 2026, increaseddecreased to $119,525,$43,712 compared to $28,346$60,204, for the three months ended March 31,June 202530, 2025, primarily due to antiming increaseof inspend MSCrelating relatedto laboratorytechnology work and consulting.transfer.

General and administrative expenses for three and six months ended MarchJune 31, 30, 2026, decreased to $366,358,$307,261 and $673,619, respectively, compared to $412,062$341,199 and $753,261, respectively, for the three and six months ended MarchJune 31,30, 2025 primarily due to no payroll related bonus costs costs incurred in 2026.

Since our inception, we have not generated any revenue and have incurred significant operating losses. Our potential products are at various phases of development. We do not expect to generate significant revenue from product sales for several years, if at all. Pursuant to the demerger, Tiziana transferred $1,353,373 (£1,000,000) in cash in January 2022 to the Company. In addition, subject to the terms of the supplemental demerger agreement, Tiziana invested $2,675,940 (£2,000,000) in cash in March 2022 for additional shares of the Company. Our cash flows may fluctuate and are difficult to forecast and will depend on many factors. As of MarchJune 31,30, 2026, our cash balance is $12,207,$12,928, which is inadequate for our current planned level of operations.

During the threesix months ended MarchJune 31,30, 2026 and 2025, net cash used in operating activities was primarily the result of net losses, partially offset by prepaid expenses, and accrued expenses.

There were no cash flows from investing activities during the threesix months ended MarchJune 31,30, 2026 and 2025.

During the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities was primarily due to cash advances from a related partypartially offset by payments on a note payable.

During the threesix months ended MarchJune 31,30, 2025, net cash usedprovided inby financing activities was primarily due to cash advances from a related partyparty, partially offset by payments on a note payable.

We expect that our expenses will increase and operating losses will be generated, and we have $10,269,026$10,521,599 of accumulated deficit as at March 31,June 30, 2026. Based on our current plans, we believe our existing cash and cash equivalents will be sufficient to fund our operations and capital expenditure requirements until MayAugust 2026. We expect to incur substantial additional expenditures in the near term to support our acceleration of activities. We expect to incur net losses for the foreseeable future. Our ability to fund our product development and clinical operations as well as commercialization of our product candidates, will depend on the amount and timing of cash received from planned financings. Our future capital requirements will depend on many factors, including: