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

We could also encounter delays if a clinical trial is suspended or terminated by us, the IRBs or IECs of the institutions in which such trials are being conducted, the Data Safety Monitoring Board, or DSMB, for such trial or the FDA or other regulatory authorities. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and, while we have agreements governing their committed activities, we have limited influence over their actual performance, as described in “Item 1A Risk Factors—Factors- Risks Related to Our Dependence on Third Parties.”

We will strive, in conjunction with our wholly-owned subsidiary Enviro Therapeutics,strive to co-developdevelop companion biomarkers withfor all drugs in itsour portfolio and to evaluate whether a companion diagnostic test will be required for any of our product candidates. In general, the FDA expects to review and approve simultaneously NDA and pre-market approval submissions for a therapeutic and its companion diagnostic, respectively, so any delay in diagnostic approval could delay drug approval. On April 13, 2020, the FDA issued new guidance on developing and labeling companion diagnostics for a specific group of oncology therapeutic products, including recommendations to support a broader labeling claim rather than individual therapeutic products. We will continue to evaluate the impact of this guidance on our companion diagnostic development and strategy. This guidance and future issuances from the FDA and other regulatory authorities may impact our development of a companion diagnostic for our product candidates and result in delays in regulatory approval. We may be required to conduct additional studies to support a broader claim. Also, to the extent other approved diagnostics are able to broaden their labeling claims to include our approved drug products, if any, we may be forced to abandon any of our companion diagnostic development plans or we may not be able to compete effectively upon approval, which could adversely impact our ability to generate revenue from the sale of our to be approved products, if any, and our business operations.

Our exclusive licensing rights to our intellectual property are subject to agreements with third parties and we may not meet milestones set forth in those agreements; our exclusive licensing rights may be terminated; these third-party licensors also own equity with certain anti-dilution and participation rights.terminated.

Our agreements with Cedars-Sinai Medical Center and Tracon Pharmaceuticals, Inc.Inc., which were originally between each of Cedars-Sinai and Tracon and our subsidiary, Enviro Therapeutics, Inc., and which were assumed by the Company effective April 17, 2025 pursuant to a novation agreement, are contingent on our ability to make payments and meet commercialization commercialization goals, which we may not be able to meet based on innumerable factors. If we do not make such payments or meet such milestones, our exclusive licensing rights to our intellectual property may be terminated. Even if we meet certain milestones, we may not be able to make the required payments, which may cause us to breach such agreements.

As of the date of this Annual Report, our executive officers, directors, and current beneficial owners of 5% or more of our capital stock stock and their respective affiliates hold, in the aggregate, beneficially own [48.68]%37.2% of our outstanding common stock, based on 21,411,198 14,349,306 shares of our common stock outstanding as of AprilMarch 11,31, 2025.2026. As a result, these persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, or sale of all or substantially all of our assets, or other significant corporate transactions. In addition, these persons, acting together, may have the ability to control the management and affairs of our Company. Accordingly, this concentration of ownership may harm the market price of our common stock by:

Our mission is to advance our portfolio of innovative therapeutics to reverse key mechanisms of therapeutic resistance and immune suppression and transform the way cancer is treated. We have leveraged molecular insights of the mechanisms of therapeutic resistance and immune suppression to develop a new class of novel drugs that weare expectdesigned willto target drug resistance and checkpoints of immune suppression. As As of the date of this AnnualQuarterly Report, our product candidates have not been approved as safe or effective by the FDA or any other comparable foreign regulator.

Since inception, our operations have focused on organizing and staffing our Company, business planning, raising capital, acquiring and developing our technology, establishing our intellectual property portfolio, identifying potential product candidatescandidates, and undertaking preclinical and clinical studies and manufacturing. We do not have any products approved for sale and have not generated any revenue from product sales.

Since inception, we have incurred significant operating losses. Our net losses were $2,603$5,447 and $1,812$2,603 for the years ended December 31, 20242025 and 2023.2024, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $8,815.$14,262. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel personnel, and operate as a public company.

We will not generate revenue from product sales unless and until we successfully complete our clinical developmenttrials and obtain regulatory approval for our product candidates. In addition, if we obtain regulatory approval for our product candidates and do not enter into a third-party commercialization partnership, we will likely incur significant expenses related to developing our commercialization capability to support product sales, marketing, manufacturing, and distribution activities.

On November 12, 2024, we entered into an ELOC agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I LTD (“Helena”), pursuant to which Helena agreed to purchase from the Company up to $30,000 shares of common stock (the “ELOC Shares”)., which the Company may exercise at any time following effectiveness of a registration statement at a price equal to the 95% of the lowest trading price during the three days following the Company’s notice to Helena to exercise the ELOC Agreement. The Company issued 670,641 shares of restricted common stock (the “Commitment Fee Shares”) to Helena as the a “Commitment Fee” for the ELOC Agreement. The ELOC Agreement will bebecame available for the Company’s use at such time following the filing and effectiveness of a resale registration statement registering the ELOC Shares for resale. AtFollowing the time of effectiveness of the resale registration statement (the “Effective Date”), the Commitment Fee Shares will bewere subject to a “true-up” pursuant to which, in the eventas the shares are valued at less than $900 on the Effective Date, additional shares will bewere issued to Helena to bring the ELOC Shares to the full $900 value.

The ELOC Agreement will terminate upon the following events: (i) the first day of the month next following the 36-month anniversary of the date of the ELOC Agreement or (ii) the date on which Helena has purchased the full $30,000 of ELOC Shares. The ELOC Agreement may also be terminated by the Company after its commencement, at the Company’s discretion, provided that there are no advance notices outstanding for which common stock has yet to be issued, and the Company has paid all amounts owed to Helena under the ELOC Agreement, including the Commitment Fee shares.

In advance of closing, on January 16, 2025, the Company and the Investor entered into an amendmentamended and restatement to therestated Purchase Agreement (the “A&R Purchase Agreement”), which amended the terms of the Purchase Agreement to include a requirement that the Company obtain shareholder approval prior to issuing in excess of 19.99% of the Company’s common stock and also amended the Common Warrants to make them immediately exercisable and reduce the exercise period from 5.5 years to five years. Other terms of the Purchase Agreement and Common Warrants remained the same.

Boustead and D. Boral Capital LLC (“D. Boral”) acted as co-placement agents for the January 2025 PIPE Offering. In conjunction therewith, on January 16, 2025, the Company entered into a Placement Agent Agreement with Boustead (the “Placement Agent Agreement”). Under the terms of the Placement Agent Agreement, at closing, the Company paid the Placement Agents (i) a cash commission equal to 8% of the gross proceeds (including a 1% non-accountable expense fee) and (ii) warrants to purchase a total of 175,000 shares of common stock, exercisable at $1.40 per share, with the total cash and warrant compensation split equally between Bousteadthe andPlacement D. Boral.Agents.

We have not generated any sales to date. No revenue was recorded from any sources during the years ended December 31, 20242025 and 2023, respectively.2024.

We are engaged in rolling out our Phase 1 and Phase 2 clinical trials for ENV-105ENV 105 and a Phase 1 trial for KROS-201.KROS 201. In addition, we are continuously continuously performing preclinical research including animal models of disease, medicinal chemistry laboratory studies, formulation, and toxicology and biodistribution studies. Our clinical development costs may vary significantly based on factors such as: per patient trial costs; the number of trials required for approval; the number of sites included in the trials; the location where the trials are conducted; the length of time required to enroll eligible patients; the number of patients that participate in the trials; the number of doses that patients receive; the drop-out or discontinuation rates of patients; potential additional safety monitoring requested by regulatory agencies; the duration of patient participation in the trials and follow-up; the cost and timing of manufacturing our product candidates; the phase of development of our product candidates; and the efficacy and safety profile of our product candidates.

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, corporate and business development, as well as administrative functions. General and administrative expenses also include legal fees relating to patent, corporate, IPO-related matters, and SEC reporting matters; professional fees for accounting, auditing, tax and administrative consulting services; insurance insurance costs; administrative travel expenses; marketing expenses and other operating costs.

The following table summarizes our results of operations for the years ended December 31, 20242025 and 2023 (in thousands)2024:

General and administrative expenses were $1,929$3,437 and $1,632$1,929 for the years ended December 31, 20242025 and 2023,2024, respectively. Significant changes between periods consisted of a $481the increase in consultingother professional service expenses and contractfees, laborprimarily expensesrelated to being a publicly traded company; the increase in 2024,insurance expenses, primarily D&O; and the increase in vendor advance amortization expense in 2025, relating to consulting expenses relating toour vendor advances; offset by a $694 decrease in stock-related expenses in 2024, primarily relating to the fair value of common shares issued in 2023 to shareholders.2025.

Other Income (Expenses)

Other expenses,income net,(expenses) werewas $260$125 and $98$(260) for the years ended December 31, 20242025 and 2023,2024, respectively. In fiscal2025, yearother income was interest income earned from our money market account. In 2024, other expenses were interest expense of $35, debt discount amortization of $154 and financing costs of $670.$670 Inand fiscaldebt yeardiscount amortization 2024,of $154, with other income consisted ofrelating to a gain on the settlement of accounts payable of $599. In fiscal year 2023, the other expenses were interest expense of $42 and debt discount amortization of $56.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, such financingit may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders,shareholders, in the caseevent of an equity financing.

The table below summarizes our cash flow activities for the years ended December 31, 20242025 and 2023 (in thousands)2024:

During the year ended December 31, 2024,2025, we used cash from operating activities of $3,955,$3,441, compared to $81$3,955 providedused during the year ended December 31, 2023.2024. During the year ended December 31, 2024,2025, we incurred a net loss of $2,603$5,447 and had non-cash expenses of $888,$2,182, compared to a net loss of $1,812$2,603 and non-cash expenses of $1,129$632 during the year ended December 31, 2023.2024. The primary non-cash expense duringin both periods2025 was stock-related expenses totalling $917 and $913 during the years ended December 31, 2024 and 2023, respectively. In fiscal year 2024, non-cash expenses also included a gain on the settlementamortization of accounts payable of $599, and amortization expense relating to vendor advances of $256.$2,170.

The net change in operating assets and liabilities during the year ended December 31, 20242025 wasused $2,240, cash of $806, compared to $764$1,984 providedused during the year ended December 31, 2023.2024. The primary use of cash relating to operating assets and liabilities during the year ended December 31, 20242025, was the increase in vendor advances of $2,614. The primary source of cash expenditures during the year ended December 31, 2023 was the increasedecrease in accounts payable and accrued expensesexpenses. The primary use of cash during the years ended December 31, 2024, $772.was the increase in vendor advances.

During the year ended December 31, 2024,2025, we receivedprovided cash from financing activities of $5,134,$6,660, compared to $425$5,134 usedprovided during the year ended December December 31, 2023.2024. For the year ended December 31, 2024,2025, cash provided by financing activities consisted of proceeds from our private financing of $3,058 and proceeds of $3,602 from our ELOC. Net cash provided in 2024 was from net proceeds from our IPO of $5,524 and proceeds from notes payable to– officers of $142. Net cash used in fiscal year 2024 consisted of the repayment of notes payable to officers of $142 and the payment of deferred offering costs of $390.$390 and Inthe fiscal year 2023, net cash used by financing activities consistedrepayment of the paymentnotes payable – officers of deferred offering costs of $390.$142.

During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with certain investors totallingtotaling $675. The notes accrue interest at 6% per annum, are unsecured and are due by April 2025. If the Company does not close an IPO transaction within 12 months of the date of the note, the Company would have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance would increase to 110% of its original balance. The notes are convertible at the option of the noteholders into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. The net proceeds to the Company relating to the convertible notes, was $564. As of December 31, 2022, $675 of principal was outstanding on the notes, in addition to $17 of accrued and unpaid interest.

We have an agreement with our former Chief Financial Officer that requires us to pay $50 upon the completion of raising more than $900 in a debt or an equity financing. $50 was owed as of December 31, 2024 and that amount was paid to the former CFO in during the period ended March 31, 2025.

We believe that our existing cash, plus the net proceeds from the IPO and the January 2025 PIPE Offering, will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We expect that we will continue to require additional funding to complete the clinical development and commercialization of our product candidates, if we receive regulatory approval, and pursue in-licenses or acquisitions of other product candidates. If we receive regulatory approval for our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize ourselves.

We have entered into various contracts with service providers pursuant to which we pay the vendorsvendor an advance at the beginning of the contractual period. These vendor advances could be paid by us either in cash or in shares of common stock, depending on the terms of the contract. The advances are reduced by the accumulated value of the services performed by the vendor or are amortized on a straight-line basis over the service period, whichever is shorter. As of December 31, 2024, advances to vendors totalledtotaled $3,115, with $2,615 being paid in cash and $500 being paid inwith shares of our common stock. Amortization expense relating to the vendor advances during the year ended December 31, 2024 was $256, with an unamortized balance of $2,859 as of December 31, 2024. During the year ended December 31, 2025, an additional advance to a vendor totaled $156, with the advance being paid with shares of our common stock, and amortization expense relating to the vendor advances was $2,170, with an unamortized balance of $845 as of December 31, 2025.

At the end of each reporting period, we compare payments made to third-party service providers to the estimated progress toward completion of the applicable research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that we estimate has been made as a result of the service provided, we may record net prepaid or accrued expenses relating to these costs. As of December 31, 2024,2024 and 2025, we have not made any material material adjustments to our prior estimates of accrued research and development expenses.

As a smaller reporting company, we are not required to provide the information required by this item. You should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. WeExcept mayas bedisclosed unable for many reasons, including those that are beyond our control, to implement our business strategy successfully. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock. As of the date of this reportbelow, there hashave been no material changechanges in any offrom the risk factors describedpreviously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

You should read the following discussion and analysis of our financial condition and results of operations (the “MD&A”) together with our unaudited consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Quarterly Report”), and with our audited financial statements and notes thereto for the year ended December 31, 2025, included in our annual report on Form 10-K filed with the Securities Exchange Commission (the “SEC”) on March 31, 2026 (the “2025 Annual Report”). Kairos Pharma, Ltd. may be referred to herein as “Kairos Pharma,” “the Company,” “we,” “us” or “our.”

We areKairos Pharma, Ltd. is a clinical-stage biopharmaceutical company advancing therapeutics for cancer patients that are designed to overcome key hurdles in immune suppression and drug resistance.

Since inception, we have incurred significant operating losses. Our net losses were $1,654$3,042 and $1,262$2,684 for the threesix months ended MarchJune 31,30, 2026 2026 and 2025, respectively. As of MarchJune 31,30, 2026, we had an accumulated deficit of $15,916.$17,304. We expect to continue to incur significant and and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel, and operate as a public company.

AsSubsequent ato resultJune of the ATM offering, during the three months ended March 31,30, 2026, the Company raised gross proceeds of $385$911 through the sale of 589,8452,359,326 shares of its common stock.stock Net proceeds were $367 afterunder the deduction of offering costs.ATM.

On May 11, 2026, the Companywe entered into a Pharmaceutical Development Services Agreement with Brammer Bio MA, LLC (“Patheon”), under which Patheon agrees to transfer and manufacture clinical supply of ENV-105 sterile liquid vials in compliance with applicable regulations and cGMP to support Phase II clinical trials. The agreement also covers related analytical and microbiology methods, stability studies, and regulatory support, and includes customary terms on confidentiality, intellectual property ownership, quality audits, fees and cancellation, term, and termination. The total amount committed by the Company under the agreement is $783.

We have not generated any sales to date. No revenue was recorded from any source during the threesix months ended MarchJune 31,30, 2026 and 2025.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

The following table summarizes our results of operations for the three months ended MarchJune 31,30, 2026 and 2025:

The table below summarizes our research and development expenses for the three months ended MarchJune 31,30, 2026 and 2025:

Research and development expenses were $684$619 and $493$496 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase in R&D expenses in the firstsecond quarter of 2026 compared to the second quarter of 2025 primarily related to our Phase 2 trial in prostate cancer beginning in 2024.

The table below summarizes our general and administrative expenses for the three months ended MarchJune 31,30, 2026 and 2025:

General and administrative expenses were $1,006$798 and $773$960 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. SignificantThere were no significant changes between periods consisted of the increase in otherexpense professionalcategories servicebetween expenses and fees in 2026, primarily related to being a publicly traded company.periods.

Other income was $36$29 and $4$34 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. In both periods, other income was interest income earned from our money market account.

The Company has experienced recurring losses from operations since inception and incurred a net loss of $1,654$3,042 and used cash in operations of $1,036$2,048 during the threesix months ended MarchJune 31,30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As of MarchJune 31,30, 2026, the Company had cash and short-term investments of $3,675.$2,626. Until the Company can generate sufficient product revenue revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings and debt financings, or other capital sources such as potential collaborations, strategic alliances, licensing arrangements and other arrangements. Based on our research and development plans, we expect that our existing cash balance may not enable us to fund our planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this report. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. In addition, because the design and outcome of our anticipated and any future clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our current products or any future product candidates. Additionally, although we have the ability to raise funds through our Form S-1 (which registers shares for resale under our equity line of credit agreement S-1(“ELOC”) and Form S-3 (which registers shares underlying an at-the-market offering (“ATM Offering”) agreement, which registration statements were filed in 2025 and 2026, respectively, we may not receive some or all of these available proceeds,proceeds due to certain factors. The failure to receive all or some of the proceeds available under these offerings would exhaust our available capital resources sooner than expected and will require us to obtain further funding to achieve our business objectives.

The table below summarizes our cash flow activities for the threesix months ended MarchJune 31,30, 2026 and 2025:

During the threesix months ended MarchJune 31,30, 2026, we used cash from operating activities of $1,036,$2,048, compared to $714$1,519 used during the three six months ended June March 31,30, 2025. During the threesix months ended MarchJune 31,30, 2026, we incurred a net loss of $1,654$3,042 and had non-cash expenses of $519,$1,013, compared to a net loss of $1,262$2,684 and non-cash expenses of $116$1,531 during the threesix months ended MarchJune 31,30, 2025. The primary non-cash expense in the first threesix months of 2026 was the amortization of vendor advances of $220$433 and the fair value of vested restricted stock units of $259. $518. The primary non-cash expense in the same period of 2025 was the amortization of vendor advances of $1,298 and the fair value of vested restricted stock units of $76.$153.

The net change in operating assets and liabilities during the threesix months ended MarchJune 31,30, 2026 providedused cash of $99,$19, compared to $432$366 providedused during during the threesix months ended MarchJune 31,30, 2025. The primary sourceuse of cash relating to operating assets and liabilities during the three six months ended June March 31,30, 2026, was the increase in prepaid expenses. The primary use of cash during the six months ended June 30, 2025, was the decrease in accounts payable and accrued expenses. The primary source of cash during the three months ended March 31, 2025, was the decrease in vendor advances.

During the threesix months ended MarchJune 31,30, 2026, we provided cash from financing activities of $220,$183, compared to $3,058$3,281 provided during the three six months ended MarchJune 31,30, 2025. For the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities consisted of proceeds from our ATM offering Offering of $385.$392. Net cash provided in the same period of 2025 was from net proceeds from the sale and exercise of prefunded warrants of $3,058 and proceeds from our ELOC of $3,058.$223. Net cash used in the first threesix months of 2026 consisted of the payment of deferred offering offering costs of $165.$209.

The Company hasWe entered into four Exclusive License Agreements with Cedars, each of which grants the Company licensing rights with respect to certain patent rights owned by Cedars as follows:

As of MarchJune 31,30, 2026, no amounts were due under the Exclusive License Agreements between Cedars and the Company.

On June 2, 2021, the Company’sour then-wholly owned subsidiary, Enviro, entered into two Exclusive License Agreements with Cedars, which granted Enviro exclusive licensing rights (which include the right to sublicense) with respect to certain patent rights owned by Cedars, as follows:

On November 12, 2025, the Companywe entered into an amendment (the “Lonza Amendment”) to the sales agreement with Lonza Sales AG (“Lonza”), originally dated February 14, 2008, pursuant to which the Company agreed to purchase and Lonza agreed to testing of standards and the preparation to manufacture ENV105 antibody to be used in the Company’s Phase 2 clinical trial. The Company agreed to pay a total of $1,143 in consideration, which will be paid over time as each of the 13 stages of the Lonza Amendment are completed.

On March 27, 2026, the Companywe entered into an additional statement of work to the sales agreement with Lonza pursuant to which the Company agreed to pay an additional amount of approximately $2,000, which will also be paid over time as each of the 13 stages of the Lonza Amendment are completed. As of March 31, 2026, Lonza’s testing and preparation of the ENV105 antibody had begun but had yet to be completed and the Company had yet to make any payments to Lonza. Subsequent to March 31, 2026, the Company made a payment of $160 to Lonza under the amended agreement.

On March 2, 2026, the Companywe entered into a binding term sheet with Celyn Therapeutics, Inc., a privately held biotechnology company, regarding a proposed asset acquisition of CL-273, an investigational, reversible, wild type sparing pan EGFR small molecule inhibitor being developed by Eilean Therapeutics for EGFR mutant non-small cell lung cancer. Pursuant to the term sheet, the Company will receive 100% of the development, manufacturing, commercialization rights, patent prosecution and patent filing rights worldwide to CL-273 in exchange for upfront payment of 16.5% of the Company’s outstanding capital stock, with such stock to be issued in the form of Common Stock or convertible preferred stock, and milestone payments of (i) $15 million payable at NDA or BLA FDA, with such payment to be made in combination of cash and stock and (ii) 2% royalties from net revenue generated from sales in the U.S. for the life of the intellectual property. Closing is subject to satisfactory completionAs of dueJune diligence30, and2026, negotiationthe ofCL-273 a definitiveasset acquisition agreement.was no longer under negotiation.

During the threesix months ended MarchJune 31,30, 2026 and 2025, we did not have, and we do not currently have, any off-balance sheet arrangements (as defined defined under SEC rules).

For a description of recently issued accounting standards that may have a material impact on our financial statements or will otherwise apply to our operations, please see Note 2 to our auditedunaudited financial statements appearing elsewhere in this Quarterly Report.