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

Pursuant to the Binding Term Sheet, we needed to obtain shareholder approval for the transaction by June 30, 2025, as amended, or we may not be able to enter into a definitive agreement with Oncotelic, and we may need to cease our operations altogether. As of the date of this Report, we and Oncotelic are continuing to pursue the potential transaction under the Binding Term Sheet although there are no guarantees we will enter into any definitive agreement. OnThe DecemberBinding 31,Term 2024,Sheet theexpired expiration date to enter into a possible transaction with Oncotelic was extended toon June 30, 2025.

Ten the risk of failure for products in preclinical or early stagestages of development is high, provided we are able to raise sufficient capital and potentially license or acquire new technologies, which is highly uncertain. Before obtaining marketing approval from regulatory authorities for the sale of any potential product candidate, we would need to complete formulation development, conduct nonclinical trials, and then conduct extensive clinical trials to demonstrate the safety and efficacy in humans. In addition, product manufacturing and process development along with preclinical and clinical testing are all expensive activities, difficult to design and implement, and can take several years to complete. The outcome of preclinical and clinical trials is inherently uncertain. Failure can occur at any time during the development program, including during the clinical trial process. Further, the results of preclinical studies and early clinical trials for new product candidates may not be predictive of the results of later-stage clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical and clinical trials have nonetheless failed to obtain marketing approval of their products. It is impossible to predict when or if product candidates will prove effective and safe in humans or will receive regulatory approval.

If we fail to comply with our obligations under any potential future license agreement, including the payment of all amounts due under these potential agreements, we may lose the rights to developed and potentially commercialize the underlying technology, and the licensor may have the right to terminate the license agreement or restrict our rights upon notice, in which event we would not be able to develop or market products covered by the agreement, which could be the products upon which our business depends. For instance, on May 4, 2022, we entered into a License Agreement with CWRU allowing us to develop and commercialize our former lead product candidate, MIE-101. On March 22, 2024, we received a notice of termination from CWRU terminating the License Agreement due to our inability to pay amounts owed to CWRU in accrued patent fees due to our limited cash position.position (see Note 5 to the accompanying consolidated financial statements).

On April 26, 2024, we entered into a binding term sheet (“Binding Term Sheet”) with Oncotelic Therapeutics, Inc. (“Oncotelic”) pursuant to which we intend to acquire (i) certain rights to Oncotelic’s clinical stage necroptosis cancer therapies associated with its vascular disruptive agents (“VDAs”) and related regulatory and clinical packages, and (ii) non-exclusive access to its proprietary Artificial Intelligence (“AI”) technologies for identifying immunotherapy combinations, in exchange for the issuance of shares of our common stock valued at $15.0 million upon execution of the definitive agreement (representing 47,923,322 shares of our common stock),agreement, or a combination of common stock and preferred stock to be determined by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock that would be valued at the time of issuance, if earned. Pursuant to the Binding Term Sheet, we and Oncotelic agreed to negotiate in good faith towards the execution of a definitive agreement and the closing of the transaction within ninety (90) days,transaction, which is subject to customary due diligence and other conditions, including us obtaining shareholder approval for the transaction and receiving waivers from our holders of Convertible Notes representing at least 90% of the principal amount outstanding from any payment that would become due and payable upon a corporate transaction as contemplated under the Binding Term Sheet. The Binding Term Sheet.Sheet expired on June 30, 2025.

On November 18, 2024, we entered into an unsecured convertible promissory note (“Note Purchase Agreement”) with an accredited investor (“Investor”) for proceeds of up to $200,000 to be used for general corporate purposes. On December 4, 2024, the Company received $200,000 under the note purchase agreement and issued an unsecured convertible note bearing interest at a rate of 5% per annum that is due and payable upon closing a financing of at least $10.0 million or convertible into shares of common stock of the Company, at the sole discretion of the accredited investor. The number of shares of common stock to be issued, if converted, would be equal to the unpaid principal amount and accrued and unpaid interest thereon divided by the closing price of our common stock on the date that is one day prior to such election. As of December 31, 2025 and 2024, the Company has accrued $740$10,741 and $740, respectively, in interest that is included in other accrued expenses within the accompanying consolidated balance sheet.

Research and development expenses of approximately $184,000$64,000 for the year ended December 31, 20242025 are primarily related to salaries and related costs for personnel in research and development functions totaling $176,000.$63,000. The decrease in research and development expenses of approximately $252,000$120,000 for the year ended December 31, 20242025 as compared to the same prior year period was primarily due to a (i) decrease in payroll and related costs of approximately $193,000$113,000 due to a reduced time commitment by certain employees, (ii) a decrease in share-based compensation expense of approximately $17,000 as the majority of share-based awards have been fully expensed in prior periods, (iii) a decrease in consulting fees of approximately $39,000 due to a lower time commitment by our independent contractors,employees and (ivii) a decrease in technology license maintenance fees of $3,000.$7,000.

General and administrative expenses of approximately approximately $696,000$552,000 for the year ended December 31, 20242025 consist principally of salaries and related costs for personnel and consultants in executive and administrative functions of approximately $581,000,$438,000, accounting and filing fees of approximately $63,000, $73,000, director and officer insurance of approximately $35,000,$29,000, investor and public relation fees of approximately $5,000,$3,000, and other expenses of approximately $11,000.$9,000. The decrease in general and administrative expenses of approximately $269,000$144,000 for the year ended December 31, 20242025 as compared to the same prior year period was primarily due to (i) decrease in payroll and related costs of approximately $208,000$143,000 due to a reduced time commitment by certain employees, (ii) a decrease in legal fees of approximately $49,000, (iii) a decrease in director and officer insurance of approximately $8,000,$6,000, and (viiii) a decrease of $4,000$5,000 in other miscellaneous miscellaneous corporate expenses.expenses offset by an increase in accounting and filing fees of $10,000.

On July 1, 2024, we entered into a Master Services Agreement with Oncotelic whereby we perform advisory and related services in connection with studies and projects. During the yearyears ended December 31, 2025 and 2024, we earned $42,000$14,000 and $42,000, respectively, for advisory and related services which is recorded in other income in the accompanying consolidated statements of operations. The Master Services Agreement expired effective February 28, 2025.

On July 1, 2024, we entered into a Master Services Agreement with Oncotelic whereby we perform advisory and related services in connection with studies and projects. During the yearyears ended December 31, 2025 and 2024, we earned $42,000$14,000 and $42,000, respectively, for advisory and related services which is recorded in other income in the accompanying consolidated statements of operations. The Master Services Agreement expired effective February 28, 2025.

On November 18, 2024, we entered into an unsecured convertible promissory note (“Note Purchase Agreement”) with an accredited investor (“Investor”) for proceeds of up to $200,000 to be used for general corporate purposes. On December 4, 2024, the Company received $200,000 under the note purchase agreement and issued an unsecured convertible note bearing interest at a rate of 5% per annum that is due and payable upon closing a financing of at least $10.0 million or convertible into shares of common stock of the Company, at the sole discretion of the accredited investor. The number of shares of common stock to be issued, if converted, would be equal to the unpaid principal amount and accrued and unpaid interest thereon divided by the closing price of our common stock on the date that is one day prior to such election. As of December 31, 2025 and 2024, the Company has accrued $10,741 and $740, respectively, in interest that is included in other accrued expenses within the accompanying consolidated balance sheet.

We are a development-stage biotechnology company focused on advancing and eventually commercializing immunotherapies for the treatment of cancer. We have historically advanced early-stage product candidates and we are pursuing new product candidates and platforms to build a new pipeline based on a deepour understanding of immunotherapies.

On November 18, 2024, we entered into an unsecured convertible promissory note (“Note Purchase Agreement”) with an accredited investor (“Investor”) for proceeds of up to $200,000 to be used for general corporate purposes. On December 4, 2024, the Company received $200,000 under the note purchase agreement and issued an unsecured convertible note bearing interest at a rate of 5% per annum that is due and payable upon closing a financing of at least $10.0 million or convertible into shares of common stock of the Company, at the sole discretion of the accredited investor. The number of shares of common stock to be issued, if converted, would be equal to the unpaid principal amount and accrued and unpaid interest thereon divided by the closing price of our common stock on the date that is one day prior to such election. During the three months ended March 31, 2026 and 2025, the Company recorded interest expense on the note payable of $2,467 and $2,466, respectively. As of March 31, 2026 and December 31, 2025, the Company has accrued $13,208 and $10,741, respectively, in interest that is included in other accrued expenses within the accompanying unaudited condensed consolidated balance sheet.

Our unaudited condensed consolidated financial financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and judgments that significantly affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. During the threesix months ended MarchJune 31,30, 2026, there have been no material changes to the Company’s significant accounting policies as compared to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Three Months Ended MarchJune 31,30, 2026 and 2025:

Research and development expenses of approximately $16,000 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, are primarily related to salaries and related costs for personnel in research and development functions. We believe our research and development expenses will increase significantly over time if we are able to raise sufficient capital to advance our programs.

General and administrative expenses of approximately approximately $139,000$141,000 for the three months ended MarchJune 31,30, 2026 consist principally of salaries and related costs for personnel and consultants in executive and administrative functions of approximately $101,000,$117,000, accounting and filing fees of approximately $17,000, $28,000,and director and officer insurance of approximately $7,000, and other expenses of approximately $3,000.$7,000. The decreaseincrease in general and administrative expenses of approximately $20,000$8,000 for the three months ended MarchJune 31,30, 2026 as compared to the same prior year period was primarily due to (i) a decrease in accounting and filing fees of approximately $9,000 due tothe timing of services provided, (ii) a decrease in payroll and related costs of $8,000 due to a reduced time commitment by certain employees, (iii) a decrease in director and officer insurance of approximately $1,000 and (iv) a decrease of $2,000 in other miscellaneous corporate expenses. We believe our general and administrative expenses will increase over time as we hire new employees to support key administrative functions and the planned expansion of research and development personnel, provided we are able to raise sufficient capital to advance our programs.provided.

On July 1, 2024, we entered into a Master Services Agreement with Oncotelic whereby we perform advisory and related services in connection with studies and projects. For the threesix months ended MarchJune 31,30, 2025, we earned $14,000 for advisory and related services which is recorded in other income in the accompanying unaudited condensed consolidated statements of operations. The Master Services Agreement expired effective February 28, 2025.

Interest expense of approximately $21,000$41,000 and $21,000$41,000 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, represents interest expense on convertible notes and loan payables.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of less than $1,000. Our ability to continue our operations is highly dependent on our ability to raise capital to fund future operations. We anticipate, based on currently proposed plans and assumptions, that our cash on hand will not satisfy our operational and capital requirements through twelve months from the filing date of this Quarterly Report.

On July 1, 2024, we entered into a Master Services Agreement with Oncotelic whereby we perform advisory and related services in connection with studies and projects. For the three and six months ended MarchJune 31,30, 2025, we earned $14,000 for advisory and related services which is recorded in other income in the accompanying unaudited unaudited condensed consolidated statement of operations. The Master Services Agreement expired effective February 28, 2025.

The following table provides a summary of our net cash flow activity for the threesix months ended MarchJune 31,30, 2026 and 2025:

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 consisted of our net loss of $175,351,$352,847, which amount was offset by (i) non-cash interest expense of $18,082$36,365 and (ii) a net change in operating assets and liabilities of $153,719,$312,886, primarily due to (i) an increase in accrued compensation of $116,161$233,997 and (ii) an increase in accounts payable of $34,274.$50,442.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 consisted of our net loss of $181,320,$353,348, which amount was offset by (i) non-cash interest expense of $18,083$36,365 and (ii) a net change in operating assets and liabilities of $134,149,$255,547, primarily due to an increase in accrued compensation of $121,297.$244,346.

There have been no new accounting pronouncements adopted by the Company or new accounting pronouncements issued by the Financial Accounting Standards Board during the three and six months ended ended MarchJune 31,30, 2026, as compared to the recent accounting pronouncements described in Note 2 of the Company’s Annual Report on Form 10-K 10-K for the year ended December 31, 2025, that the Company believes are of significance or potential significance to the Company.