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

Litecoin is a highly volatile asset that has traded between $50.43$39.39 and $146.61$135.56 per Litecoin on Coinbase in the 12 months ended JulyJune 3,30, 2025.2026. More recently, during the second calendar quarter of 2025,calendar year 2026, Litecoin has traded between $63.75$39.39 and $106.15$60.53 per Litecoin through June 30, 2025.Litecoin. In addition, Litecoin does not pay interest. The ability to generate a return on investment from the purchase of Litecoin will depend on whether there is appreciation in the value of Litecoin following our purchases. Future fluctuations in Litecoin’s trading prices may result in our converting Litecoin into cash with a value substantially below the cost of such purchases. Our Litecoin holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

As Litecoin and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of Litecoin. The U.S. federal government, states, regulatory agencies and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of Litecoin or the ability of individuals or institutions such as us to own or transfer Litecoin. On March 17, 2026, the SEC issued the Digital Asset Interpretation. In the Digital Asset Interpretation, the SEC classified crypto assets into five categories based on their characteristics, uses, and functions. “Digital commodities,” “digital collectibles” including “meme coins,” and “digital tools” are not themselves securities according to the SEC. The Digital Asset Interpretation identifies a number of specific crypto assets as digital commodities, including Litecoin. Additionally, the CFTC joined the Digital Asset Interpretation to provide guidance stating that the CFTC and its staff will administer the CEA consistent with such interpretation and continue to regulate Litecoin as a digital commodity.

Because the Digital Asset Interpretation is not binding, Litecoin could be determined to constitute a security in the future either by the SEC or any other agency, or in a proceeding in a court of law or otherwise. If Litecoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of Litecoin and in turn adversely affect the market price of our common stock. Moreover, the risks of us engaging in a Litecoin treasury strategy could create complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

WhileIn the Digital Asset Interpretation, the SEC has not stated aits view as to whetherthat Litecoin is or is not a “security” for purposes of the federal securities laws,laws. Such statement is not binding, so a determination by the SEC or a court of competent jurisdiction that Litecoin is a security could lead to our meeting the definition of “investment company” under the 1940 Act, if the portion of our assets that consists of investments in Litecoin exceeds the 40% limit prescribed in the 1940 Act, which would subject us to significant additional regulatory requirements that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.

We expect that substantially all of the Litecoin we acquire will be held in custody accounts at U.S.-based institutional-grade digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to digital assets, including Litecoin. Litecoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the Litecoin ecosystem have been and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in OctoberApril 20212026, it was reported that hackers exploitedattempted to create a flawfake transaction on the MWEB (Mimblewimble Extension Blocks) privacy layer for Litecoin. Although the transaction was mistakenly approved, the transaction was ultimately reversed by the chain by reorganizing several blocks. Other cryptocurrencies have experienced multiple blockchain reorganizations over the years in theresponse accountto recoveryfraudulent processtransactions. andA stolesuccessful fromsecurity thebreach accountsor ofcyberattack atcould leastresult 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers.in:

Since inception, we have incurred significant operating losses. During the fiscal year ended June 30, 2025,2026, we incurred a net loss of $15.9$71.2 million, while during the fiscal year ended June 30, 2024,2025, we had a net incomeloss of $17.8$15.9 million. As of June 30, 2025,2026, we have an accumulated deficit of $404.2$475.3 million. In connection with the termination of all prior clinical programs noted above, our R&D expenses have decreased.

Our financial results may fluctuate significantly from year to year, depending on changes in the market value of our LTC holdings, the timing of whether we resumethe development of our drug candidates or any future drug candidates, the timing of any clinical trials, the receipt of payments under any future agreements we may enter into and our expenditures on other R&D activities as well as any payments owed under the License Agreement with Presage and any future similar agreements.

Should we resume R&D activities in the future, weWe expect we would to continue to incur losses for the foreseeable future as we:

continue the pre-clinical development of any drug candidate;

utilize consultants or third-party organizations or hire additional clinical, quality control and scientific personnel or utilize consultants or third-party organizations; and add operational, financial and management information systems and personnel, including personnel to support our drug development efforts.systems.

Because of the numerous risks and uncertainties associated with pharmaceutical drug development, as well as the volatility associated with our LTC holdings, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we are required by the FDA or foreign regulatory authorities, to perform studies in addition to those currently expected, or if there are any delays in completing our clinical trials or the development of our drug candidate, our expenses could increase.

Whenever we decide to resume development of our drug candidate or any future drug candidate, weWe may need additional funding and may be unable to raise capital when needed, which would force us to delay, reduce or eliminate our pre-clinical drug development programs.

We expect our current unrestricted cash and cash equivalents and unrestricted digital assets will be sufficient to fund our currently anticipated operating plan for at least the next 12 months. In connection with the termination of all clinical programs, our R&D expenses have decreased, but will resume should we re-commence pre-clinical development of either or both voruciclib and zandelisib. Whenever we resume development activities in the future, we expect that R&D costs would increase. It is possible that the assumptions upon which we have based this estimate may prove to be wrong and we could use our capital resources sooner than we presently expect.

whenever we resume development activities in the future, the rate of progress and costs related to development of any drug candidates;

whenever we resume development activities in the future, the rate of progress and costs for any drug candidates that we may in-license or acquire in the future;

Future capital requirements will also depend on the extent to which we acquire or invest in additional complementary businesses, products and technologies. Until we can generate a sufficient amount of product revenue, if ever, we may seek to finance future cash needs through public or private equity offerings, debt financings, milestone and royalty payments from corporate collaboration and licensing arrangements, as well as through interest income earned on cash and investment balances. We cannot be certain that additional funding will be available on acceptable terms, or at all and our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions, including high rates of inflation and interest rates, the continuing disruptions to and volatility in the credit and financial markets in the United States and worldwide, including resulting from the ongoing conflicts between Russia and the Ukraine, conflicts in the Middle East and increasing tensions between China and Taiwan.

Our success depends on the continued contributions of our principal management, development and availability of consultants or third-party scientific personnel. We face competition for such personnel and we believe that risks and uncertainties related to our business, including the timing and risk associated with R&D, our available and anticipated cash resources and the volatility of our stock price, may impact our ability to hire and retain key and other personnel. The loss of services of our Acting Chief Executive Officer and Chief Financial Officer or other key employees could adversely impact our operations and ability to generate or raise additional capital.

Negative conditions in the U.S. or global economy, including financial markets, may adversely affect our business and the business of current and prospective vendors, licensees and collaborators and others with whom we do or may conduct business. The duration and severity of these conditions is uncertain. If negative economic conditions occur, we may be unable to secure funding on terms satisfactory to us to sustain our operations or to find suitable collaborators to advance our internal programs, even if we achieve positive results from our pre-clinical drug development programs.

Security breaches and privacyprivacy, data protection, cybersecurity, operational resilience and Artificial Intelligence (AI) issues could compromise our information and systems and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collectand our service providers collect, store and storeotherwise process sensitive data, including intellectual property, our proprietary business information and that of our suppliers, as well as personal data (or other analogous terms such as personally identifiable information) of clinical trial participantsparticipants, employees and employees.other parties with whom we interact. Similarly, our third-party providers possess certain of our sensitive protected health data. The secure maintenance of this information is critical to our operations and business strategy. Despite our reasonable security and operational resilience measures, our information technology and infrastructure may be vulnerable to cyber-attacks unauthorized use or breachedaccess, material disruptions including further to natural disaster, pandemics, epidemics, terrorism, war and telecommunications, electrical and other infrastructure failures, breaches or subject to other malicious and/or damaging security incidents including due to employee error, third-party malfeasance or other disruptions. Cyber-attacks and other security incidents are increasing in their frequency, levels of persistence, sophistication and intensity and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise.expertise, including state sponsored actors, organized criminal groups, "hacktivists," insiders, patient groups, disgruntled current or former employees and others. Although we develop and maintain systems and controls designed to prevent these events from occurring and we have a process to identify and mitigate threats, the development and maintenance of these systems, controls and processes is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security and operational resilience measures become more sophisticated and such systems, controls and processes may not be successful in preventing a breach or other incident. Any such security incident could compromise our networks and the information stored there could be accessed, publicly disclosed, encrypted, lostlost, destroyed or stolen. We could be required to expend significant amounts of money and other resources to repair or replace information systems or networks. In addition, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related security incidents.

The legislative and regulatory landscape for privacy and data protection continues to evolve and there has been an increasing amount of focus on privacy and data protection issues with the potential to affect our business, including compliance with the Health Insurance Portability and Accountability Act of 1996 and state laws requiring security breach notification. The collection and use of personal data, including health datadata, of individuals in and subject to the laws in the European UnionEconomic Area (EEA), Switzerland and UK is also governed by strict data protection laws. InBy additionway toof existing laws,example, since May 25, 2018, the General Data Protection Regulation (GDPR) has imposed obligations with respect to European Union personal data and substantial fines for breaches of the data protection rules.rules and failing to comply with the GDPR or the UK implementation of the GDPR (as amended), could (in the worst case) attract regulatory penalties up to the greater of (i) €20 million / £17.5 million (as applicable); or (ii) 4% of an entire group's total annual worldwide turnover, as well as other enforcement actions, individuals may bring private actions (including potentially group or representative actions) against us. There is no statutory cap set out in the GDPR on the amount of compensation or the damages which individuals may recover. Claims that we have violated individuals' privacy and data protection rights, failed to comply with data protection law, or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend and could result in adverse publicity that could harm our business. The GDPR and other related laws increased our responsibility and potential liability in relation to personal data that we process and we were required to implement additional mechanisms to comply with the GDPR and related European Union data protection rules.laws. Enforcement uncertainty and the costs associated with ensuring GDPR compliance may be onerous and adversely affect our business, operating results, prospects and financial condition.

We continue to evaluate the legal issues that arise concerning transfer of personal data of residentspersons located in or otherwise subject to the laws of the European Economic Area (EEA) member statesstates, Switzerland or the U.K.UK to the U.S. or other jurisdictions that are not deemed adequate by the Europeanrelevant Commission.supervisory Among other steps, we are implementing the new standard contractual clauses issued on June 4, 2021 by the European Commission. It remains uncertain how these standard contractual clauses will be implemented by the data exporters and data importers and whether they will ultimately be deemed sufficient by European courts.authorities. Lite Strategy observes the applicable legal developments and will agree tomaintains the appropriate data transfer mechanism.mechanism(s). In addition to standard contractual clauses, we may rely on individual contentsconsents and/or authorizations of the patients where appropriate and necessary to safeguard the data flow from the EUEEA, Switzerland or UK to the U.S. or other jurisdictions. Present solutions to legitimize transfers of personal data from the EEA may be challenged or deemed insufficient. We may, in addition to other impacts, experience additional costs associated with increased compliance burdens and we and our customers face the potential for regulators in the EEAEEA, Switzerland or U.K.UK to apply different standards to the transfer of personal data from the EEA/U.K.EEA, Switzerland or UK to the U.S. and other jurisdictions and to block, or require ad hoc verification of measures taken with respect to, certain data flows from the EEAEEA, Switzerland or U.K.UK to the U.S. and other jurisdictions. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf. We may experience reluctance or refusal by current or prospective European clinical trial sites and CROs to use our products and we may find it necessary or desirable to make further changes to our processing of personal data of EEAEEA, Switzerland or U.K.UK data subjects.

Additionally, California hasand theover Californiaa Consumerdozen Privacyother Actstates (CCPA),have enacted consumer privacy laws which createscreate individual privacy rights for consumers (as that word is broadly defined in the law) and placesplace increased privacy and security obligations on entities handling personal data of consumers or households. TheThese CCPAlaws may significantly impact our business activities and require substantial compliance costs that adversely affect business, operating results, prospects and financial condition. Amendments to the CCPA mandated by the California Privacy Rights Act (CPRA) will impose additional privacy requirements, effective on January 1, 2023. Similarly comprehensive state consumer privacy laws in other states, such as Virginia, Utah, Connecticut and Colorado will also become effective in 2023. These new state privacy measuresThere may reflectbe thean start of aongoing movement in other state legislatures to enact more comprehensive privacy laws, which would create a more complex privacy regulatory landscape for our business in the U.S. In addition, there isare ongoing privacy legislation and rule making efforts at the federal level which may increase our privacy obligations in the U.S.

Thus, any access, disclosure or other loss of information, security and other incidents, including our data or systems being breached at our partners or third-party providers, along with violations of privacyprivacy, data protection, cybersecurity, operational resilience and AI laws that exist and are increasing around the world, could result in civil or regulatory legal claims or proceedings and liabilityother legal actions and liability, including fines, under such laws thatand protectin relation to the privacy of personal data confidential and proprietary information, disrupt our operations and damage our reputation, as well as general increases in compliance costs, which could adversely affect our business.business, operating results, prospects and financial condition. Additionally, many other jurisdictions have proposed, passed or implemented (or will implement in the future) privacy, data protection, cybersecurity, operational resilience and AI laws which will vary based on the jurisdiction and may result in increased costs, operational and legal burdens as well as the potential for significant liability.

We have a history of net operating losses. In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Act). The Tax Act limits the deduction of net operating losses to 80% of current year taxable income. The limitations on the net operating loss deduction, as well as other changes in tax policy, may subject us to additional taxation, adversely affecting our results of operations and financial condition.

The U.S. capital markets are currently experiencing extreme volatility and disruption following therecent globalgovernment outbreakshutdowns, oftariffs COVID-19,and hightrade disputes with other countries, inflation and thehigh governmentinterest responserates, thereto,supply potentialchain economicdisruptions downturn,and publicizedgeopolitical failurestensions, inincluding the regionalUS bankingand sector,EU sanctions on Russian oil and gas, the warongoing inconflict between Russia and Ukraine, the upcomingwars U.S.between presidential electionIsrael and otherthe globalterrorist events.groups Hamas and Hezbollah, the current political situation in Venezuela and escalating conflict and tensions with Iran. Disruptions in the capital markets in the past have resulted in illiquidity in parts of the capital markets. Future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us should that become required for us to fund ongoing operations. These events have limited and could continue to limit our capital investment considerations, limit our ability to fund further clinical development, limit our ability to implement our Litecoin Treasury Strategy and have a material negative impact on our operating results.

Equity markets in general and the market for biotechnology and life sciences companies in particular, have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. In addition, changes in economic conditions in the U.S., the Europe or globally, particularly in the context of current global events, could impact upon our ability to grow profitably. Adverse economic changes are outside our control and may result in material adverse impacts on our business or our results of operations. These broad market and industry factors may materially affect the market price of shares of our common stock, regardless of our development and operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management’s attention and resources.

The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, including upon exercise of outstanding warrants or stock options and any subsequent sales of such shares. As of June 30, 2025,2026, we had outstanding warrants exercisable to purchase 102,5133,406,839 shares of common stock at an exercise price of $6.80 per share, which expire in October 2027. Subsequent to June 30, 2025, we issued warrants exercisable to purchase up to 3,070,177 shares of common stock with a weighted-average exercise price of $4.10$3.90 asper moreshare, fullywhich describedare expiring between in NoteOctober 15.2027 Subsequentand Events.July 22, 2030 and 546,348 Pre-Funded Warrants with an exercise price of $0.0001, which are exercisable until they exercised in full. We also have outstanding options to purchase 869,1481,731,085 shares of common stock. We may seek additional capital through one or more additional equity transactions in the future, such as the one completed subsequent to June 30, 2025 and more fully described in Note 15. Subsequent Eventsfuture; however, such transactions will be subject to market conditions and there can be no assurance any such transactions will be completed. If we sell shares in the future, the prices at which we sell these future shares will vary and these variations may be significant. Stockholders will experience significant dilution if we sell these future shares at prices significantly below the price at which such previous stockholders invested.

Other than the capital return paid on December 6, 2023, pursuant to the cooperation agreement dated as of October 31, 2023, with Anson Funds Management LP and Cable Car Capital Return,LLC, we have never paid or declared any cash dividends on our common stock and we intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Therefore, our stockholders will not be able to receive a return on their investment unless the value of our common stock appreciates and they sell their shares.

On September 10, 2025, MEI Pharma, Inc.we changed itsour name to Lite Strategy, Inc. and itsour ticker symbol to LITS. We are a pharmaceutical company that has beenhistorically developingdeveloped novel and differentiated cancer therapies. During fiscal year 2026, we commenced pre-clinical development programs in nononcologic disease indications. We also hold Litecoin (LTC) tokens as a primary reserve asset as part of our broader institutional treasury initiative. We initially built our pipeline by acquiring promising cancer agents and creating value in programs through clinical development, strategic partnershipspartnerships, and out-licensing or commercialization, as appropriate. Our approach to oncologypre-clinical drug development has beenis to evaluate our drug candidates either as stand-alone or in combinationscombination with standard-of-care therapies to overcome known resistance mechanisms and address clear medical needs to provide improved patient benefit. Our drug candidate pipeline includes voruciclib, an oral cyclin-dependent kinase 9 (CDK9) inhibitor, zandelisib, an oral, once-daily, selective PI3Kδ inhibitor and, prior to its sale in October 2024 to Aardvark Therapeutics, Inc., ME-344, an intravenous small molecule mitochondrial inhibitor targeting the oxidative phosphorylation pathway in the mitochondria.

On August 5, 2025, we announced the commencement of our primary reserve asset and implementation strategy built on a digital asset infrastructure and long-term capital innovation (athe Litecoin Treasury Strategy) through our acquisition of Litecoin (LTC) tokens, reflecting the full deployment of the net proceeds of the PIPE.PIPE Litecoin(as defined below). LTC is an open source, global payment network that is fully decentralized without any central authorities. Mathematics secures the network and empowers individuals to control their own finances. LitecoinLTC features faster transaction confirmation times and improved storage efficiency thancompared to the leading math-based currency. We believe this strategy will allow us to diversify reserves, enhance capital efficiency and align with emerging financial technologies.

MergerStrategic TerminationAlternatives

Research and Development: The following table illustrates the components of our research and development expenses for the fiscal years presented (in thousands):

Research and development costs decreased by $12.6$3.8 million to $0.1 million for the fiscal year ended June 30, 2026, compared to $3.9 million for the fiscal year ended June 30, 2025, compared to $16.6 million for the fiscal year ended June 30, 2024.2025. This decrease was as a result of our announcement in July 2024 to explore strategic alternatives, at which time all clinical studies were ceased and we initiated reductions in our workforce, along with the ME-344 Sale (as defined in Note 13.15. Disposition of a Non-FinancialNonfinancial Asset). Pre-clinical investigational activities in nononcologic disease indications for voruciclib commenced in the second quarter of fiscal year 2026.

Lite Strategy, Inc. (Nasdaq: LITS) is a pharmaceutical company that has historically developed novel and differentiated cancer therapies and is currently assessing pre-clinical development programs in potentially nononcology disease indications. We also hold Litecoin (LTC) tokens as a primary reserve asset as part of our broader institutional treasury initiative. We initially built our pipeline by acquiring promising cancer agents and creating value in programs through clinical development, strategic partnerships, and out-licensing or commercialization, as appropriate. Our approach to drug development is to evaluate our drug candidates either as stand-alone or in combination with standard-of-care therapies to overcome known resistance mechanisms and address medical needs to provide improved patient benefit. Our drug candidate pipeline includes voruciclib, an oral cyclin-dependent kinase 9 (CDK9) inhibitor, zandelisib, an oral, once-daily, selective P3K3 inhibitor and, prior to its sale in October 2024 to Aardvark Therapeutics, Inc., ME-344, an intravenous small molecule mitochondrial inhibitor targeting the oxidative phosphorylation pathway in the mitochondria.

In December 2025, we commenced utilization of our Share Repurchase Program and have repurchased an aggregate of 137,5411,629,136 shares of our Common Stock from the open market (Treasury Shares) at a weighted-average price of $1.47$1.22 per share as of DecemberMarch 31, 2025.2026. Treasury Shares repurchased through the Share Repurchase Program are considered held in treasury and returned to the status of authorized but unissued shares of Common Stock. The Share Repurchase Program does not have an expiration date, does not include specific price targets or timetables and may be suspended or terminated by us at any time.

We are exposed to market risk related to changes in the fair value of derivative liabilities associated with our Covered Call Options, as well as counterparty credit risk related to our digital assets receivable, net. We monitor these risks on an ongoing basis and evaluate expected credit losses each reporting period. As of DecemberMarch 31, 2025,2026, we concluded expected credit losses were immaterial due to the short duration of the receivables, the over-collateralized nature of the arrangements, and the credit profile and risk management practices of the transfer agent.

On July 22, 2025 (the Closing Date), we closed on a $100.0 million PIPE and issued an aggregate of (i) 23,216,898 shares (the Shares) of our Common Stock, at an offering price of $3.42 per share and (ii) pre-funded warrants (the Pre-Funded Warrants, and together with the Shares, the SecuritiesWarrants), to purchase up to an aggregate of 6,022,869 shares of Common Stock, at an offering price of $3.4199 per Pre-Funded Warrant (the Offering).

Our drug candidate pipeline includes voruciclib, an oral CDK9 inhibitor and zandelisib, an oral, once-daily, selective PI3Kδ inhibitor. In October 2024, we sold ME-344, a small molecule mitochondrial inhibitor targeting the oxidative phosphorylation pathway, to Aardvark Therapeutics, Inc. for development in obesity and metabolic diseases, with potential for future milestone payments andof royalties$62.0 due to usmillion upon reaching prespecified development and commercialization targets.targets, as well as royalties.

Zandelisib is an oral, once-daily, selective PI3Kδ inhibitor that was being development for the treatment of indolent B-cell lymphomas. In November 2022 we wereannounced jointlythe developingdiscontinuation of zandelisib development after a meeting with Kyowathe KirinU.S. Co., Ltd (KKC) under a global license, developmentFood and commercializationDrug agreement entered into in April 2020Administration (the KKC Commercialization AgreementFDA) was later terminated, in 2023which (asthe FDA recommended modifications to the phase 3 registration study that we deemed not feasible to complete in a time frame that would support further discussed below).investments. Currently, we are not conducting any clinical trial for zandelisib and are currently assessing potential out-licensing or sale related opportunities.

Comparison of Three Months Ended DecemberMarch 31, 20252026 and 20242025

Research and development costs decreased by approximately $0.3 million for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. This decrease was a result of our announcementexploration of strategic alternatives announced in July 2024 to explore strategic alternatives,2024, at which time all clinical studies were ceased and we initiated reductions in our workforce. Pre-clinical investigational activities in nononcology disease indications for voruciclib commenced in the second quarter of fiscal year 2026.

General and administrative expenses increased by $0.2$0.3 million to $3.3$2.7 million for the three months ended DecemberMarch 31, 20252026 compared to $3.1$2.4 million for the three months ended DecemberMarch 31, 2024.2025. For the three months ended DecemberMarch 31, 2025,2026, we incurred $0.7 million in noncash asset management and advisory fees and $0.4$0.1 million in professional services incurred in connection with our Litecoin Treasury Strategy deployed in the first quarter of fiscal year 2026 along with a $0.3 million increase in noncash share-based compensation expense. ThisThese increaseincreases waswere partially offset by $1.2$0.8 million of lower personnel costs, which included $0.9 millionless in termination benefits.

Change in fair value of digital assets represents unrealized losses from the remeasurement of our LTC investments to their fair value andvalue, realized losses recognized upon derecognition of LTC digital assets when placing them as collateral with GSR Markets upon writing of Covered Call Options.Options and realized losses on the sale of LTC digital assets. We had no such investments in the comparable prior year period.

Other (expense) income, net, decreased by $1.7$2.3 million to a loss of $0.9$2.1 million for the three months ended DecemberMarch 31, 20252026 compared to income of $0.8$0.2 million for the three months ended DecemberMarch 31, 2024,2025, primarily associated with the change in fair value of digital assets receivable, net, reflecting realized and unrealized losses on LTC pledged for Covered Call Options partially offset by a gain on derivative liabilities during the current period with no such similar activity during the comparable prior year period. During the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024,2025, we received lower interest and dividend income as a result of lower cash balances. During the three months ended December 31, 2024, we recognized a gain on the sale of our ME-344 asset with no similar activity in the current three-month period.

Comparison of SixNine Months Ended DecemberMarch 31, 20252026 and 20242025

Research and development costs decreased by $3.4$3.8 million for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. This decrease was a result of our announcementexploration of strategic alternatives announced in July 2024 to explore strategic alternatives,2024, at which time all clinical studies were ceased and we initiated reductions in our workforce. Pre-clinical investigational activities in nononcology disease indications for voruciclib commenced in the second quarter of fiscal year 2026.

General and administrative expenses decreased by $1.9$1.6 million to $6.4$9.1 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $8.3$10.7 million for the sixnine months ended DecemberMarch 31, 2024.2025. The decrease was primarily due to $3.6$4.4 million of lower personnel costs, including $2.6$3.5 million in termination benefitsbenefits, and a $0.7$0.4 million net decrease in corporateother overheadgeneral and administrative costs. These decreases were partially offset by $1.2increases of $1.8 million in noncash asset management and advisory feesfees, $0.9 million in noncash share-based compensation expense and $0.4$0.6 million in professional services incurred in connection with our Litecoin Treasury Strategy deployed in the first quarter of fiscal year 2026 and a $0.6 million increase in noncash share-based compensation expense.2026.

Change in fair value of digital assets represents unrealized losses from the remeasurement of our LTC investments to their fair value andvalue, realized losses recognized upon derecognition of LTC digital assets when placing them as collateral with GSR Markets upon writing of Covered Call Options.Options and realized losses on the sale of LTC digital assets. We had no such investments in the comparable prior year period.

Other (expense) income, net, decreased by approximately $2.0$4.2 million to a loss of $0.8$2.9 million for the sixnine months ended DecemberMarch 31, 20252026 compared to income of $1.1$1.3 million for the sixnine months ended DecemberMarch 31, 2024,2025, primarily associated with the change in fair value of digital assets receivable, net, reflectingrealized and unrealized losses on LTC pledged for Covered Call Options partially offset by a gain on derivative liabilities during the current period with no such similar activity during the comparable prior year period. During the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, we received lower interest and dividend income as a result of lower cash balances. During the sixnine months ended DecemberMarch 31, 2024,2025, we recognized a gain on the sale of our ME-344 asset with no similar activity in the current six-monthnine-month period.

To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. We have accumulated losses of $438.6$462.3 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of DecemberMarch 31, 2025,2026, we had $8.8$7.5 million in cash and cash equivalents and $64.0$40.3 million in unrestricted digital assets. Although we intend to retain and hold our digital assets, we could liquidate these assets, or a portion thereof, if needed to fund our operating activities. In connection with our July 2024 announcement regarding the evaluation of our strategic alternatives, we discontinued the clinical development of voruciclib in oncology, while certain related nonclinical research and development activities continued through the end of fiscal year 2025. As part of our continued assessment of future pre-clinical development with our drug candidate pipeline, in the second quarter of fiscal year 2026,2026 we commenced additional investigational research and development activities in nononcology disease indications. We believe that our cash balance, including our digital assets, will be sufficient to meet our obligations and fund operations for at least the next 12 months from the issuance of these condensed consolidated financial statements.

In December 2025, we commenced utilization of our Share Repurchase Program utilizing proceeds from our Covered Call Options to repurchase Shares of our Common Stock. During the threenine months ended DecemberMarch 31, 2025,2026, we realizedreceived gainsproceeds of $0.5$0.7 million from our Covered Call Options,Options which were recognized as gains in our statements of whichoperations. weThese proceeds and proceeds from the sale of our digital assets were used $0.2 million to repurchase 137,5411,629,136 shares of our Common Stock.

Net cash used in operating activities for the sixnine months ended DecemberMarch 31, 2025,2026, of $6.4$8.0 million consisted of our net loss of $34.4$58.1 million and $1.8$1.6 million in changes in our operating assets and liabilities used in operations, partially offset by $29.8$51.7 million for noncash items. Net cash used in operating activities for the sixnine months ended DecemberMarch 31, 20242025, of $15.1$18.4 million consisted of our net loss of $10.7$13.3 million, $4.3$5.0 million in our operating assets and liabilities used in operations and $0.1 million in noncash items.

Net cash used in investing activities for the sixnine months ended DecemberMarch 31, 2025,2026, of $99.4$97.3 million consisted of our acquisition of digital assets upon deployment of our Litecoin Treasury Strategy in August 2025 and2025, proceeds from sales of our digital assets and written call options on our LTC. Net cash provided by financing activities for the sixnine months ended DecemberMarch 31, 20242025, of $35.2 million consisted of maturities of our short-term investments and proceeds recognized on the disposition of a nonfinancial asset.

Net cash provided by financing activities for the sixnine months ended DecemberMarch 31, 2025,2026, was $96.6$94.8 million associated with the issuance and sale of 23,216,898 shares of Common Stock and Pre-Funded Warrants for the purchase of up to 6,022,869 shares of Common Stock in our PIPE and the issuance, sale of 882,924 shares of Common Stock under our ATM Program. These proceeds were partially offset by cash used to repurchase 137,5411,629,136 shares of our Common Stock at an average cost per share of $1.47.$1.22. We had no financing activities during the sixnine months ended DecemberMarch 31, 2024.2025.

As of DecemberMarch 31, 2025,2026, we have the following potential purchase obligations for which the timing and/or likelihood of occurrence is unknown; however, if such claims arise in the future, they could have a material effect on our financial position, results of operations, and cash flows.

A 10% increase (decrease) in the historical volatility of LTC utilized to estimate the fair value of the derivative liabilities - covered call options would have resulted in ana de minimis increase (decrease) of $8,500 ($7,600) in the fairgain value of theon derivative liabilities - covered call options as of DecemberMarch 31, 2025.2026.

A 10% increase (decrease) in the forward price as of DecemberMarch 31, 2025,2026, would have resulted in ana de minimis increase (decrease) of $0.1 million ($25,000) in the fairgain value of ouron derivative liabilities - covered call options.liabilities.