AIBT 10-Q

Aibotics, Inc. (AIBT)

10-Q 2026-08-19 For: 2026-06-30

View Original

Added on August 19, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2026
	Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______ to _____

Commission file number: 000-56022

AIBiotics Therapies, Inc.
(Exact name of registrant as specified in its charter)

Nevada			87-0645794
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 SE 2nd Street, Suite 2000, Miami, FL 33131
(Address of principal executive offices, including zip code)

954-233-3511
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
N/A		N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to the Section 13 or Section 15(d) of the Exchange Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated Filer x	Smaller reporting company ☒
	Emerging growth company ☐

Item		Page
	Part I—Financial Information

1	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	5
	Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
3	Quantitative and Qualitative Disclosures about Market Risk	21
4	Controls and Procedures	21

	Part II—Other Information

6	Exhibits	22
	Signatures	23

AIBIOTICS THERAPIES, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025

	June 30,			December 31,
	2026			2025
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	233,427		$	255,940
Prepaid expenses		1,667			14,167
Inventory		40,525			-
Total Current Assets		275,619			270,107

NON-CURRENT ASSETS:
Property and equipment, net		-			-
Intangible assets, net		273,973			604,566
TOTAL ASSETS	$	549,592		$	874,673

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	624,868		$	532,302
Accrued expenses – related party		951,000			807,000
Accrued interest		289,742			216,734
Convertible note payable, net of debt discount		1,125,284			1,118,269
Notes payable – related party		165,000			165,000
Shares to be issued		1,995,600			1,995,600
TOTAL LIABILITIES		5,151,494			4,834,905

Commitments and contingencies (Note 9 – Commitments and Contingencies)		-			-

MEZZANINE EQUITY
Series B Preferred stock, $0.001 par value; 1,500,000 shares authorized at June 30,2026 and December 31, 2025; 200,000 shares issued and outstanding as of June 30,2026 and December 31, 2025; liquidation preference of $0 as of June 30,2026 and December 31, 2025		200			200

STOCKHOLDERS’ DEFICIT
Preferred stock, 5,000,000 shares authorized:
Series A Preferred Stock, $0.001 par value, 0 shares authorized and outstanding at June 30, 2026 and December 31, 2025		-			-
Common stock, $0.001 par value; 7,500,000,000 shares authorized at June 30,2026 and December 31, 2025; 722,506,634 and 486,895,359 shares issued and outstanding as of June 30,2026, and December 31, 2025, respectively		722,506			486,895
Additional paid in capital		8,655,472			8,577,680
Accumulated deficit		(13,980,080	)		(13,025,007	)
TOTAL STOCKHOLDERS’ DEFICIT		(4,601,902	)		(3,960,232	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	549,592		$	874,673

	For the Three Months Ended				For the Six Months Ended
	June 30				June 30
	2026		2025		2026		2025

Revenue	$	-	$	-	$	-	$	2,183
GROSS PROFIT		-		-		-		2,183

OPERATING EXPENSE
General and administrative		413,663		360,579		773,126		892,226
TOTAL OPERATING EXPENSES		413,663		360,579		773,126		892,226

NET LOSS FROM OPERATIONS		(413,663)		(360,579)		(773,126)		(890,043)

OTHER EXPENSE
Loss on extinguishment of liabilities		(76,388)		(55,500)		(76,388)		(55,500)
Interest expense		(46,917)		(70,070)		(105,559)		(132,003)
TOTAL OTHER EXPENSE		(123,305)		(125,570)		(181,947)		(187,503)

NET LOSS BEFORE PROVISION FOR INCOME TAXES		(536,968)		(486,149)		(955,073)		(1,077,546)
Provision for income taxes		-		-		-		-

NET LOSS	$	(536,968)	$	(486,149)	$	(955,073)	$	(1,077,546)

NET LOSS PER SHARE – BASIC AND DILUTED	$	(0.00)	$	(0.01)	$	(0.00)	$	(0.02)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC AND DILUTED		668,332,522		49,007,088		594,785,533		46,991,985

	Series B			Series A										Total
	Preferred Shares			Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of December 31, 2025	200,000	$	200	-	$	-	486,895,359	$	486,895	$	8,577,680	$	(13,025,007)	$	(3,960,232)
Common stock issued to settle accounts payable and accrued expenses	-		-	-		-	26,900,000		26,900		(5,380)		-		21,520
Shares issued for cash, settlement of accounts payable and accrued expenses, and third-party costs	-		-	-		-	25,572,128		25,572		51,444		-		76,716
Net loss for the three months ended, March 31, 2026	-		-				-		-		-		(418,105)		(418,105)
Balance as of March 31, 2026	200,000		200	-		-	539,367,487		539,367		8,623,744		(13,443,112)		(4,280,101)
Shares issued for conversion of convertible notes and settlement of accounts payable, accrued expenses and services	-		-	-		-	183,139,147		183,139		32,028		-		215,167
Net loss for the three months ended, June 30, 2026	-		-	-		-	-		-		-		(536,968)		(536,968)
Balance as of June 30, 2026	200,000	$	200	-	$	-	722,506,634	$	722,506	$	8,655,472	$	(13,980,080)	$	(4,601,902)

	Series B			Series A
	Preferred Shares			Preferred Stock			Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of December 31, 2024	200,000	$	200	-	$	-	39,990,903	$	39,991	$	7,374,297	$	(10,809,256)	$	(3,394,768)
Common stock issued to settle accounts payable and accrued expenses	-		-	-		-	5,253,234		5,253		143,941		-		149,194
Net loss for the three months ended, March 31, 2025	-		-	-		-	-		-		-		(591,397)		(591,397)
Balance as of March 31, 2025	200,000		200	-		-	45,244,137		45,244		7,518,238		(11,400,653)		(3,836,971)
Common stock issued to settle accounts payable and accrued expenses	-		-	-		-	6,380,952		6,381		108,429		-		114,810
Net loss for the three months ended, June 30, 2025	-		-	-		-	-		-		-		(486,149)		(486,149)
Balance as of June 30, 2025	200,000	$	200	-	$	-	51,625,089	$	51,625	$	7,626,667	$	(11,886,802)	$	(4,208,310)

AIBIOTICS THERAPIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)

	For the Six Months Ended
	June 30
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(955,073)	$	(1,077,546)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Amortization expense		330,593		328,467
Amortization of debt discount		11,027		1,884
Issuance of common stock for services		50,000		-
Loss on extinguishment of liabilities		76,388		55,500
Changes in operating assets and liabilities:
Decrease in prepaid expenses		12,500		-
Increase in inventory		(40,525)		-
Increase in accounts payable and accrued expenses		214,802		344,739
Increase in accrued interest		73,008		60,038
Increase in accrued expenses – related party		144,000		94,000
Net cash used in operating activities		(83,280)		(192,918)

Net cash used in investing activities		-		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note payable		98,000		250,000
Repayments of convertible note payable		(37,233)		-
Net cash provided by financing activities		60,767		250,000

Net (decrease) increase in cash		(22,513)		57,082

Cash, beginning of period		255,940		185,097

Cash, end of period	$	233,427	$	242,179

Supplemental cash flow information:
Cash paid for interest	$	-	$	70,000
Cash paid for taxes	$	-	$	-

Supplemental Disclosure of Non-Cash Financing Activities:
Common stock issued to settle accounts payable and accrued expenses	$	21,520	$	154,000
Common stock issued for cash and settlement of accrued interest, net of issuance costs	$	76,716	$	-
Shares issued for conversion of convertible notes and settlement of accounts payable, accrued expenses and services	$	88,779	$	-

Property and Equipment, Net Categories		Estimated Useful Life
Equipment		3 Years

Intangible Assets, Net Categories		Estimated Useful Life
Intellectual property		3 Years

Remainder of 2026	$	273,973
Thereafter		-
Total remaining amortization expense	$	273,973

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

			June 30, 2026					December 31, 2025
	Maturity Date		Total Outstanding***		Principal	Interest		Total Outstanding***		Principal		Interest

*Lender* *G (formerly Lender* A)	8/27/2024	$	409,608		373,350	36,258	$	471,417		471,417		-
*Lender B*	9/27/2024		68,858		55,000	13,858		63,403		55,000		8,403
*Lender D*	10/21/2024		(33,851)		-	(33,851)		2,407		-		2,407
*Lender E*	01/21/2024		552,819		325,000	227,819		515,407		325,000		190,407
*Lender F*	01/30/2025		171,977		165,000	6,977		170,546		165,000		5,546
*Lender G*	05/06/2027		296,028		264,384	31,644		266,029		258,185		7,844
*Lender H*	01/02/2026		34,246		29,880	4,366		10,794		8,667		2,127
*Lender I*	03/17/2028		80,341	*	77,670	2,671		-		-		-
		$	1,580,026		1,290,284	289,742	$	1,500,003	$	1,283,269	$	216,734

			*** - Total Outstanding = Principal + Interest as of June 30, 2026 and December 31, 2025

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at December 31, 2024		166,667	$	1.50		0.06
Granted		-		-		-
Exercised		-		-		-
Forfeited/Expired		(166,667)		1.50		-
Warrants outstanding at June 30, 2025		-	$	-		-

Warrants outstanding at December 31, 2025		-		-		-
Granted		-	$	-		-
Exercised		-		-		-
Forfeited/Expired		-	$	-		-
Warrants outstanding and exercisable at June 30, 2026		-	$	-		-

	Six months Ended June 30,
	2026		2025
Net cash used in operating activities	$	(83,280)	$	(192,918)
Net cash provided by investing activities		-		-
Net cash provided by financing activities		60,767		250,000
Net increase (decrease) in cash	$	(22,513)	$	57,082

	AIBiotics Therapies, Inc.

Date: August XX, 2026	By:	/s/ Ben Kaplan
	Name:	Ben Kaplan
	Title:	Chief Executive Officer and Principal Accounting Officer

Exhibit Number		Description

31.01		Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002