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

We anticipate that our expenses will fluctuate and may increase substantially as we continue to develop and begin and continue clinical trials with respect to LP-300, LP-184, LP-284,LP-284 LP-100 and our other drug candidates; seek to identify and develop additional drug candidates; acquire or in-license other drug candidates or technologies; seek regulatory and marketing approvals for our drug candidates that successfully complete clinical trials, if any; establish sales, marketing, distribution and other commercial infrastructure in the future to commercialize various drugs for which we may obtain marketing approval, if any; require the manufacture of larger quantities of drug candidates for clinical development and, potentially, commercialization; maintain, expand and protect our intellectual property portfolio; develop, maintain, and expand our RADR® platform; hire and retain additional personnel, such as clinical, quality control and scientific personnel; add operational, financial and management information systems and personnel, including personnel to support our drug development and help us comply with our obligations as a public company; and add equipment and physical infrastructure to support our research and development programs.

We will be required to expend significant funds in order to advance the development of LP-300, LP-184, LP-284, LP-100LP-284 and our other drug candidates. In addition, while we may seek one or more collaborators for future development of our current drug candidates or any future drug candidates that we may develop for one or more indications, we may not be able to enter into a partnership or out-license for any of our drug candidates for such indications on suitable terms, on a timely basis or at all. In any event, our existing cash, cash equivalents and other capital resources will not be sufficient to fund all of the efforts that we plan to undertake or to fund the completion of development of our drug candidates or our other preclinical studies. Accordingly, we will be required to obtain further funding through public or private equity offerings, debt financings, collaborations and licensing arrangements or other sources. We do not have any committed external source of funds. Further financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.

Based on our anticipated expenditures and capital commitments as of the date of this report, we believe our existing cash, cash equivalents, and marketable securities on hand as of December 31,the 2024date of this report will enable us to fund our operating expenses and capital expenditure requirements foruntil at least 12approximately monthslate fromJuly 2026 to mid September 2026. We will need substantial additional funding in the filingnear future, ofand thisif Formwe 10-Kare forunable theto yearraise endedcapital Decemberwhen 31,needed, 2024.we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts. Our estimate as to how long we expect our existing cash, cash equivalents and other capital resources to be able to continue to fund our operations is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Further, changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. Our future funding requirements, both short-term and long-term, will depend on many factors, including:

We were incorporated in November 7, 2013, and to date have been largely focused on organizingorganizing, advancing and staffing our company, raising capital, developing the RADR® platform and acquiring the rights to, and advancing the development of, our drug candidates, including conducting preclinical studies and early phase clinical trials on our drug candidates. We have not yet demonstrated an ability to successfully complete multiple clinical trials, obtain marketing approvals, manufacture drugs on a commercial scale, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful commercialization. Consequently, predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history or a history of successfully developing and commercializing drugs.

Since our inception, we have incurred losses. Our net losses were approximately $20,781,000$17,119,000 and $15,962,000$20,781,000 for the years ended December 31, 31, 20242025 and 2023,2024, respectively. We expect to continue to incur significant expenses and fluctuating and potentially increasing operating losses for the foreseeable future. None of our current drug candidates have been approved for marketing in the United States, or in any other jurisdiction, and may never receive such approval. It could be several years, if ever, before we have a commercialized drug that generates significant revenues. As a result, we are uncertain when or if we will achieve profitability and, if so, whether we will be able to sustain profitability. The net losses we incur may fluctuate significantly from quarter to quarter and year to year. We anticipate that our expenses will increase substantially over time as we:

To become and remain profitable, we must develop and eventually commercialize one or more drug candidates with significant market potential or license one or more of our drug candidates to an industry partner. This will require us to be successful in a range of challenging activities, including completing clinical trials of our drug candidates, publishing our data and findings on our drug candidates with peer reviewed publications, developing commercial scale manufacturing processes, obtaining marketing approval, manufacturing, marketing and selling any current and future drug candidates for which we may obtain marketing approval, and satisfying any post-marketing requirements. We are only in the preliminaryearly stages of most of these activities and, in some cases, have not yet commenced certain of these activities. We may never succeed in any or all of these activities and, even if we do, we may never generate sufficient revenue to achieve profitability.

The ability ability of the FDA and other government agencies to review and approve new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, a government agency’s ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the government agency’s ability to perform routine functions. Average review times at the FDA and other government agencies have fluctuated in recent years as a result of of these variances. Disruptions at the FDA and other agencies may also slow the time necessary for new drugs or modifications to approved drugs to be reviewed and/or approved by necessary government agencies, which could adversely affect our business. For example, over the the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities. With the change in presidential administrations in 2025, there ismay substantialcontinue to be uncertainty uncertainty as to how, if at all,how the newcurrent administration will seek to modify or revise its funding priorities and staffing. TheThis impendinguncertainty uncertainty could present new challenges or potential opportunities as we navigate the clinical development and approval process for our product product candidates.

The change in presidential administrations in 2025 led to a change in government priorities that can affect when, if ever, any of our product candidates may be marketable. On February 6, 2025, for instance, the new presidential administrative ordered a review of all contracting with, funding of, and awarding of grants to, third parties, including those receiving government funding for drug and biologic development. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Any delay, modification, or termination of any government funding to us could result in delay, hamper, or inability of us being able to develop and market any of our product candidates. Further, HHS announced on February 18, 2025, a change of its priorities that include, among other things, a review of the safety and efficacy of certain vaccines and psychiatric drugs. In the event that HHS, FDA, or any other government agency announces any additional priorities affecting our product candidates, the development and commercialization of any of our product candidates could be adversely delayed or hampered. We continue to monitor the changes from the newcurrent presential administration and its impact on our business.

We will be subject to extensive regulation by U.S. federal and state and foreign governments in each of the markets where we intend to sell LP-300, LP-184, LP-284, and LP-100our other drug candidates if and after they are approved. For example, we will have to adhere to all regulatory requirements including the FDA’s current GCPs, Good Laboratory Practice, or GLP, and GMP requirements, or that of applicable foreign regulatory authorities. If we fail to comply with applicable regulations, including FDA pre-or post- approval cGMP requirements, then the FDA or other foreign regulatory authorities could sanction us. Even if a drug is FDA-approved, regulatory authorities may impose significant restrictions on a drug’s indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing studies.

Cash balances held at banking institutions aremay be in excess of FDIC coverage.

We may maintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. SubstantiallyFrom alltime to time, some of our cash balances held at banking institutions aremay be in excess of FDIC coverage. We consider this to be a normal business risk.

As of the date of this report, we employ a total of 2416 employees. Our current internal departments include clinical development, preclinical research and development, RADR® platform and information technology team, and finance and administration. We intendmay toin the future expand our management team to include an operation ramp up of additional scientific development and technical staff required to achieve achieve our business objectives. We also intend tomay expand our managerial, operational, technical and scientific, financial and other resources in in order to manage our operations and clinical trials, continue our research and development activities, and advance our drug candidates towards commercializations. Our management and scientific personnel, systems and facilities currently in place may not be adequate to support our future growth.

Our business could be adversely affected by conditions in the U.S. and global economies, the United States and global financial markets and and adverse geopolitical and macroeconomic developments, including rising inflation rates, the continuing impact of the COVID-19 pandemic pandemic or other pandemics, geopolitical risk, including in Taiwan where we are pursuing clinical testing of LP-300,LP-300 and in Denmark where an investigator led clinical study of LP-184 is being pursued, the Ukrainian/RussianRussian, and Israeli/Palestinian conflictsand Iran/U.S./Israeli conflicts, and related sanctions, bank failures, and economic uncertainties related to these conditions.

While the COVID-19 pandemic has abated, many of the consequences of the COVID-19 pandemic continue to cause disruption and increased costs for businesses. In the case of clinical stage biopharmaceutical companies, we believe there may from time to time continue to be, among other things, supply chain disruptions that are causingcause delays in the delivery of drug candidates and comparator products and healthcare staffing shortages that are causingcause delays in the establishment of test sites and the conduct of clinical trials.

Additionally, financial markets around the world experienced volatility following the invasion of Ukraine by Russia in February 2022 and the eruption eruption of the Israeli/Palestinian conflict in October 2023, including as a result of economic sanctions and export controls against Russia and countermeasures taken by Russia. The full economic and social impact of these sanctions and countermeasures, in addition to the ongoing military conflicts in Ukraine and Gaza, and in Iran, which could conceivably expand, remains uncertain; however, both the conflicts and related sanctions have resulted and could continue to result in disruptions to trade, commerce, pricing stability, credit availability, and/or supply chain continuity, in both Europespecific countries and regions and globally, and has introduced significant uncertainty into global markets. While we do not currently operate in Russia, Ukraine or the Middle East, as the adverse effects of these conflicts continue to develop our business and results of operations may be adversely affected.

A substantial portion of our marketable securities are debt securities. Our marketable securities that are debt securities have had and may in the future have their market value adversely affected due to rises in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency gains of approximately $158,000 and foreign currency losses of approximately $220,000 and $12,000 for the years ended December 31, 20242025 and 2023, 2024, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material.

We now have active clinical programs for our three lead small small molecule drug candidates: LP-300, LP-184, and LP-284. These programs are focused on multiple important important cancer indications, including both solid tumors and blood cancers. We have established a wholly-owned subsidiary, Starlight Therapeutics, Therapeutics, to focus exclusively on the clinical development of our promising opportunities for central nervous system (“CNS”) and brain cancers, many of which have no effective treatment options. We are also advancing an antibody-drug conjugate (“ADC”) program focused on developing highly specific ADCs with highly potent drug-payloads.

We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with NSCLC in combination with chemotherapy, under an existing investigational new drug application. Our candidate LP-184 has shown promising in-vitro and in vivo anticancer activity in multiple solid tumor indications (including pancreatic, lung, bladder, glioblastoma and triple negative breast cancer), and andenrollment itwas isrecently advancingcompleted in a Phase 1A1a clinical trial.trial for LP-184. Based on the results and insights from the LP-184 Phase 1a clinical trial, we are advancing and optimizing development plans for multiple future LP-184 clinical studies. Our candidate LP-284 has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is advancing in a Phase 1A clinical trial that commenced in the fourth quarter of 2023.

Our ADC program has also continued to advance. During 2024,2024 and 2025, we continued to progress the application ofapply our RADR® A.I. platform to advance and refine an A.I. powered module focused on improving the precision, cost and timelines of ADC development for cancer. In 2023, we entered into a research collaboration with Bielefeld University in Germany focused on development of ADCs utilizing cryptophycin as the ADC drug-payload. Cryptophycins are promising antitumor molecules that have demonstrated potency at ultra-low, picomolar, concentrations. In a broad range of preclinical studies, the cryptophycin-ADC synthesized as part of the Bielefeld collaboration demonstrated promising picomolar level potency and anti-tumor activity in multiple solid tumor cell lines, including breast, bladder, colorectal, gastric, pancreatic and ovarian.

In addition to our lead drug candidates and ADC program, we also have an additional drug candidate, LP-100, that we believe has potential for future development in combination with the class of anticancer agents known as PARP inhibitors (PARPi). For LP-100, as well as our lead drug candidate LP-300, we arehave leveragingleveraged data from prior preclinical studies and clinical trials, along with insights generated from our A.I. platform, to target the types of tumors and patient groups we believe will be most responsive to the drug. Both LP-100 and LP-300 showed promise in important patient subgroups, but failed pivotal Phase 3 trials when the overall results did not meet the predefined clinical endpoints. We believe that this was due to a lack of biomarker-driven patient stratification.

Our net losses have primarily resulted from costs incurred in licensing and developing the drug candidates in our pipeline, planning, preparing and conducting preclinical studies and clinical testing, and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding increased operating losses for the foreseeable future as we continue to develop our pipeline. Our costs may further increase as we conduct additional preclinical studies and clinical trials and potentially seek regulatory clearance for and prepare to commercialize our drug candidates. We expect to incur significant expenses to continue to build the infrastructure necessary to support our expanded operations, preclinical studies, clinical trials, and commercialization, including manufacturing, marketing, sales and distribution functions. We have experienced and will continue to experience substantial costs associated with operating as a public company.

We expect fluctuating and increased administrative costs resulting from our existing and anticipated clinical trials and the potential commercialization commercialization of our drug candidates. We believe that these increases will likely include future increased costs for hiring additional administrative personnel to support future market research and future product commercialization efforts and increased fees for outside consultants, attorneys and accountants.

General and administrative expenses increased approximately $108,000 ,$373,000, or 2%,6%, from approximately $5,983,000 for the year ended December 31, 2023 to approximately $6,091,000 for the year ended December 31, 2024.2024 to approximately $6,464,000 for the year ended December 31, 2025. The increase was primarily attributable to increases in otherbusiness development professionaland feesinvestor relations expenditures of approximately $395,000,$436,000, increases in patent costs of approximately $55,000, increases in rent of approximately $19,000 and increases in corporate insurance expenses of approximately $51,000, offset, in part, by a decreasedecreases in wage payroll and benefit costs of approximately $108,000 due to a decline in stock-based compensation and a decrease in insurance expenses of approximately $185,000.$115,000, decreases in other professional fees of $13,000, decreases in travel expenses of approximately $44,000 and decreases in state and local taxes of approximately $13,000.

Research and development expenses increaseddecreased approximately $4,232,000,$4,612,000, or 36%,29%, from approximately $11,894,000 for the year ended December 31, 2023 to approximately $16,126,000 for the year ended December 31, 2024.2024 to approximately $11,514,000 for the year ended December 31, 2025. The increasedecrease was primarily attributable to increasesdecreases in research studies and materials of approximately $2,947,000$4,034,000 relating to the conduct and support of our clinical trials, increasesdecreases in contract labor expenses of approximately $376,000payroll and increases in research and development wages and benefit compensation expenses of approximately $897,000.$610,000, and decreases in consulting expenses of $81,000. This was partially offset by increases in licensing expenses of approximately $113,000.

We have have not yet generated any revenues from operations, other than revenues from a research grant, and we have not yet achieved profitability. We expect that we will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts. We expect that general and administrative administrative expenses and our research and development expenses will fluctuate from quarter to quarter.quarter and year to year. In order to achieve profitability, we will need to generate significant product revenues, which could be several years in the future. We may never achieve significant product revenues or profitability.

As of December 31, 20242025 and 2023,2024, we had cash and cash equivalents of approximately $7,511,000$4,423,000 and $21,938,000,$7,511,000, respectively. BasedAs of December 31, 2025 and 2024, we had marketable securities of approximately $5,696,000 and $16,502,000, respectively. We believe that our cash, cash equivalents, and marketable securities on our anticipated expenditures and capital commitmentshand as of the date of this report, we believe that our existing cash, cash equivalents, and marketable securities as of December 31, 2024report will enable us to fund our operating expenses and capital expenditure requirements for until at least 12approximately monthslate fromJuly 2026 to mid September 2026. We will need substantial additional funding in the near date of filing this Form 10-K. As of December 31, 2024future, and 2023,if we hadare marketableunable securitiesto ofraise approximatelycapital when needed, we could be forced to delay, reduce or eliminate our drug development $16,502,000programs andor $19,365,000,commercialization respectively.efforts.

For the year ended December 31, 2024,2025, net cash used in operating activities was approximately $17,813,000$15,677,000 compared to approximately $14,347,000$17,813,000 for the year ended December 31, 2023.2024. The increaseprimary cause of the reduction in cash used is a decrease in net cashloss used in operating activities was primarily the result of the increase of approximately $4,820,000 in the net loss for$3,662,000 during the year ended December 31, 20242025 aswhen compared to the year ended December 31, 2023,2024. offsetThis reduction in cash flow uses was offset, in partpart, by ana smaller increase in accounts payable and accrued expenses ofduring approximatelythe $1,636,000.year ended December 31, 2025 than the prior year.

For the year ended December 31, 2024,2025, net cash provided by investing activities was approximately $3,369,000$11,057,000 compared to net cash used of approximately $930,000 $3,369,000 for the year ended December 31, 2023.2024 The changeincrease in cash provided by investing activities is primarily arelated resultto an increase in net redemptions of investinginvestments in more short-termmarketable securities that are considered cash and cash equivalents during the year ended December 31, 20242025, thanas wecompared did duringto the year ended December 31, 2023.2024.

For the year ended December 31, 2024,2025, net cash provided by financing activities was approximately $67,000$1,498,000 compared to netapproximately cash used of approximately$67,000 $500,000 for the year ended December 31, 2023.2024. The changeincrease in cash provided by financing activities is primarily duerelated to sharethe repurchasesissuance of common stock through our ATM Sales Agreement with ThinkEquity LLC during the year ended December 31, 2023.2025.

We expect to continue to incur significantsignificant, fluctuating and often increasing operating losses at least for the next several years as we continue our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.

We do not believe that our cash and cash equivalents have significant risk of default or illiquidity. Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to market risk relating to cash and cash equivalents equivalents due to changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes. OurA substantial portion of our marketable securities are debt securities. Our marketable securities that are debt securities have had and may in the future have their market value adversely affected due to rises in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that arefrom time to time may be in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. SubstantiallyFrom alltime to time, some of our cash balances held at banking institutions aremay be in excess of FDIC coverage. We consider this to be a normal business risk.

We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency lossesgains of approximately $220,000$158,000 and $12,000foreign currency losses of approximately $220,000 for the years ended December 31, 20242025 and 2023,2024, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the periods presented. Inflation could have a greater impact on our future results of operations if it remains at current levels or increases further.increases.

In January 2026, we introduced withZeta.ai — a generative AI platform purpose-built to empower researchers and clinicians to accelerate rare cancer research and drug development, dramatically improve research quality, and reduce R&D costs. withZeta’s multi-agentic architecture combines intelligent orchestration using a combination of proprietary knowledge bases and publicly available data with autonomous task completion to deliver a true “co-scientist” experience — one that brings the collective insight of thousands of domain experts, millions of publications, and billions of data points to address some of oncology’s most difficult challenges and disease subtypes.

On In May 13, 2026, we announced plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under the leadership of our CEO Mr. Panna Sharma. WeIn intendJuly 2026, we formed Open Medicine AI as a wholly-owned subsidiary to commercialize and expand the multi-agent AI co-scientist platform originally launched as withZeta.ai. In connection with the formation of Open Medicine AI, we entered into asset contribution and license agreements granting Open Medicine AI access to separateLantern’s withZeta.ai-related models, data, algorithms, and other assets. The Open-Medicine AI multi-agentic co-scientist platform represents the withZeta.aistrategic assetsevolution of withZeta.ai, including the planned expansion into additional disease areas and technologies into an independent business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from our primary drug development operations, which such entity we anticipate will become a newly listed company on a national stock exchange or market.modalities.

We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with NSCLC in combination with with chemotherapy, under an existing investigational new drug application. Based on the successful outcome in May 2026 from a Type C meeting meeting request with the FDA focused on the LP-300 Harmonic™ clinical trial, we haveare determined to focusfocusing future Harmonic™ enrollment on patients with the EGFR exon 21 L858R mutation, a subtype of tyrosine kinase mutations that demonstrates lower sensitivity and inferior treatment outcome to osimertinib based therapy. Preliminary analysis of Harmonic™ study data suggests that patients with this mutation may derive greater clinical benefit from the LP-300 triplet regimen. Our candidate LP-184 has shown promising in-vitro and in vivo anticancer activity in multiple solid tumor indications (including triple negative breast, lung, bladder, glioblastoma and pancreatic cancer), and enrollment has been completed in a Phase 1a clinical trial for LP-184. Based on the results and insights from the LP-184 Phase 1a clinical trial, we are advancing and optimizing development plans for multiple future LP-184 clinical studies. Our candidate LP-284 has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is currently in a Phase 1A clinical trial.

ToWe date, except for a prior research grant, we have not generated any revenue, we have incurred net losses to date and our operations have been financed primarily by sales of our equity securities. Our net losses were approximately $3,329,000$10,401,000 and $4,537,000$8,868,000 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

We did not recognize revenues for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025.

Our research and development expenses by project category for the threesix months ended MarchJune 31,30, 2026 and 2025 are as follows:

Summary Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 (unaudited)

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

General and administrative expenses increased approximately $170,000,$134,000, or 11%,8%, from approximately $1,510,000$1,584,000 for the three months ended MarchJune 30, 31, 2025 to approximately $1,680,000$1,717,000 for the three months ended MarchJune 31,30, 2026. The increase was primarily attributable to increases in patent costs of approximately $99,000, increases in salaries and benefit expenses of approximately $71,000, and increases in business development and investor relations expenditures of approximately $36,000.$361,000 and increases in salaries and benefit expenses of approximately $136,000. These increases were partially offset by decreases in travel expensesother professional fees of approximately $16,000 and rent of approximately $15,000.$353,000.

Research and development expenses decreased approximately $1,539,000,$1,278,000, or 47%,42%, from approximately $3,264,000$3,068,000 for the three months ended MarchJune 31,30, 2025 to approximately $1,725,000$1,791,000 for the three months ended MarchJune 31,30, 2026. The decrease was attributable to reductions in research studies and materials costs of approximately $1,322,000$1,018,000 relating to the conduct and support of our clinical trials, and decreases in salaries and benefit expenses of approximately $246,000.$284,000. These decreases were partially offset by increases in consulting expenses of approximately $16,000 and increases in licensing fees of approximately $12,000.$12,000 and $13,000, respectively.

Interest income decreased approximately $108,000,$85,000, or 72%,74%, from approximately $150,000$115,000 for the three months ended MarchJune 31,30, 2025 to approximately $42,000$30,000 for the three months ended MarchJune 31,30, 2026. This decrease was primarily due to reductions in the amount of marketable securities held by us during the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Other income, net decreased approximately $53,000,$191,000, or 61%,93%, from approximately $87,000$206,000 for the three months ended MarchJune 31,30, 2025 to approximately $34,000$15,000 for the three months ended MarchJune 31,30, 2026. This decrease was primarily attributable to reductions in dividend income and other investment income of $23,000$33,000 and $90,000,$46,000, respectively.respectively, Theseand declinesa in other income, net, were offset, in part by an increasedecrease in foreign currency gains of approximately $60,000$109,000 during the three months ended June March 31,30, 2026.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was approximately $3,773,000$6,714,000 compared to approximately $4,376,000$8,313,000 for the threesix months ended MarchJune 31,30, 2025. The primary cause of the reduction in cash used is aapproximately decrease$2,854,000 of non-cash adjustments related to the issuance and change in netfair lossvalue of approximatelywarrants $1,208,000 during the threesix months ended MarchJune 31,30, 20262026. when compared to the three months ended March 31, 2025. ThisThe reduction in cash used was offset, in part, by larger decreases in accounts payable and accrued expenses during the threesix months ended MarchJune 31,30, 2026 as compared to increases during the threesix months ended MarchJune 31,30, 2025.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by investing activities was approximately $4,250,000$4,942,000 compared to approximately $3,239,000$6,832,000 of net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2025. The increasedecrease in cash provided by investing activities is due to ana increasedecrease in net redemptions of investments in marketable securities during the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025.

As of MarchJune 31,30, 2026, we had total assets of approximately $7.2 million$8,602,000 and working capital of approximately $3.3 million.$4,136,000. As of MarchJune 31,30, 2026, 2026, our liquidity included approximately $6.3 million$7,361,000 of cash, cash equivalents and marketable securities. We plan to pursue periodic capital raises and also plan to apply for grant funding in the future to assist in supporting our capital needs. In July 2025, we entered into into the ATM with ThinkEquity, as sales agent, pursuant to which we may offer and sell shares of our common stock from time to time, in “at-the-market” offerings to or through our sales agent. No sales were made under the ATM during the threesix months ended March 31,June 30, 2026.

On May 12, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which we agreed to issue and sell to such investors in a registered direct offering (i) 1,454,175 shares of common stock of the Company, at an offering price of $2.06 per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of common stock (the “Pre-Funded Warrants”) in lieu of the Commoncommon Shares,shares, at an offering price of $2.0599 (such registered direct offering, the “Offering”). The Offering closed on May 14, 2026, and we received gross proceeds of approximately $4.4 million$4,400,000 from the Offering, before deducting Offering expenses payable by us, including the feesus of theapproximately placement agent for the Offering.$512,000. In addition, in a concurrent private placement, we agreed to issue to such investors warrants to purchase up to 2,135,923 shares of common stock, at an exercise price of $2.27 per share. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity.

Our ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development development and clinical trials as we expect to continue incurring losses for the foreseeable future. If we are not able to raise sufficient additional capital when needed, we may be required to delay, reduce or eliminate drug development programs and other activities to support extension of our operating runway. The financial statements in this report have been prepared assuming that we will continue as a going concern, and do not include any adjustments that may be necessary should we be unable to continue as a going concern. We have incurred, and anticipate that we will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue our research and development activities. activities. These factors raise substantial doubt about our ability to continue as a going concern in the absence of obtaining substantial additional funding. While we plan to pursue periodic capital raises, including additional potential sales under the ATM, as well as potential collaborations, grant funding and other opportunities to extend our operating runway, no assurance can be given that sufficient funding will be available when needed to allow us to continue as a going concern.

We expect to incur significant, fluctuating and often increasing operating losses at least for the next several years as we continue our our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than anticipated revenue from withZeta.aiOpen Medicine AI and possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. We anticipate that our expenses will fluctuate and may increase substantially as we:

Historically, we have raised capital through the issuance of equity securities. We had no long-term debt outstanding as of MarchJune 31,30, 2026 and December 31, 2025.

We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency gains of approximately $77,000$81,000 and $17,000$130,000 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.