CTTH 10-Q
Ctt Pharmaceutical Holdings, Inc. (CTTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number:
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Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of September 11, 2026, there were
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
CTT PHARMACEUTICAL HOLDINGS, INC.
FINANCIAL STATEMENTS
JUNE 30, 2026
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CTT PHARMACEUTICAL HOLDINGS, INC.
Balance Sheets
As of June 30, 2026 and December 31, 2025
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Cash |
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Non-current assets |
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Intangible assets, net |
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Total non-current assets |
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Total Assets |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Related-party payables |
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Related-party note payable |
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Total current liabilities |
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Stockholders’ equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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See accompanying notes, which are an integral part of these financial statements.
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CTT PHARMACEUTICAL HOLDINGS, INC.
Income Statements
For the six months ended June 30, 2026 and June 30, 2025
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Operating expenses |
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Consulting fees |
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General and administrative costs |
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Filing and legal costs |
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Interest expense |
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Bank charges |
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Travel |
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Meals |
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Marketing and promotions |
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Amortization expense |
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Total operating expenses |
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Net (loss) |
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Basic and diluted loss per share |
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Weighted average shares outstanding |
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Basic and diluted |
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See accompanying notes, which are an integral part of these financial statements.
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CTT PHARMACEUTICAL HOLDINGS, INC.
Statements of Stockholders’ Equity
For the six months ended June 30, 2026 and June 30, 2025
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Balances, January 1, 2026 |
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Net loss for the six months |
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Common shares issued for services |
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Balances, June 30, 2026 |
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Balances, January 1, 2025 |
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Net loss for the six months |
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Common shares issued for cash |
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Balances, June 30, 2025 |
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See accompanying notes, which are an integral part of these financial statements.
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CTT PHARMACEUTICAL HOLDINGS, INC.
Statements of Cash Flow
For the six months ended June 30, 2026 and June 30, 2025
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Net (loss) |
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Adjustments to reconcile net loss to cash used in operating activities |
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Amortization expense |
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Common shares issued for services |
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Changes in accounts payable and accrued expenses |
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Net cash provided (used) by operating activities |
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Sale of common shares |
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Issuance of common shares |
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Net change in cash |
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Cash at end of period |
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See accompanying notes, which are an integral part of these financial statements.
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CTT PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 1 - NATURE OF OPERATIONS
CTT Pharmaceutical Holdings, Inc. (the “Company”) is a Delaware C-Corporation formed in 1996. The Company specializes in drug delivery systems technology within the pharmaceutical industry. The Company is focused on fast-dissolving drug delivery systems through the development of advanced oral methods.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements of the Company have been prepared on the accrual basis of accounting, which conforms to accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial instruments
The Company’s balance sheets may include the following financial instruments: cash, related-party payables, and related-party note payables. The carrying amount of current assets and current liabilities approximate their fair value due to the relatively short period of time between the origination of these instruments and their expected realization.
Revenue recognition
As of June 30, 2026, and December 31, 2025, the Company had no revenue-producing activities. The Company recognizes revenue as it satisfies contractual performance obligations by transferring promised goods or services to its customers. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service.
Earnings per share
Basic earnings per share are computed using the weighted average number of common shares outstanding at June 30, 2026 and December 31, 2025, respectively. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive.
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CTT PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Concentrations of credit risk
The Company maintains cash in bank accounts at high credit quality United States financial institutions. At various times during the six months ended June 30, 2026 and the year ended December 31, 2025, the Company may have had cash on deposit with financial institutions in excess of federal depository insurance limits. The Company has not experienced and does not anticipate any credit losses on these deposits.
Subsequent events
CTT Pharma received approval for a CIP Application from the United States Patent Office utilizing CTT’s technology for a Nicotine Strip.
CTT Pharma signed an LOI with a company in Europe to potentially form a partnership. It’s important to note that discussions are in the early stages and may or may not move towards a partnership.
The Company has evaluated subsequent events occurring through August 7, 2026, which is the date the financial statements were issued.
Cash and cash equivalents
For purposes of reporting cash flows, the Company considers all liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of June 30, 2026 and December 31, 2025.
Related-party payables
Related-party payables consist of funds advanced from a related party to the Company on terms equivalent to those that prevail in arm’s length transactions. During the six months ended June 30, 2026, the company repaid funds which were advanced by Ryan Khouri, as working capital and as part of a management contract, on an as-needed basis. The ending payable to Ryan Khouri at June 30, 2026 was $21,949.
Related-party note payable
Related-party notes consist of uncollateralized obligations of funds advanced to the Company by a related party on terms equivalent to those that prevail in arm’s length transactions. There were no such advances during the first six months of 2026 or 2025. The advances are planned to be repaid through the issuance of common restricted shares and are not formalized nor interest bearing.
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CTT PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Share-based compensation
The Company, from time to time, may issue stock options, warrants and restricted stock as compensation to employees, directors, officers and affiliates, as well as to acquire goods or services from third parties. ln all cases, the Company calculates share-based compensation using the Black-Scholes option pricing model and expenses awards based on fair value at the grant date, which in the case of third-party suppliers is the shorter of the period over which services are to be received or the vesting period, and for employees, directors, officers and affiliates is typically the vesting period. Share-based compensation is included in consulting fees on the income statements.
Advertising
Advertising costs are expensed as incurred and are included in operating expenses on the income statements.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets, if any, include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Intangible assets
The Company’s intangible assets consist of trademarks and patents held across multiple countries. The patents are amortized over their useful lives, typically up to
NOTE 3 - GOING CONCERN
Historically, the Company has experienced, and the Company continues to experience, net losses from operations, negative cash flow from operating activities, and working capital deficits. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the audited financial statements. The Company has not yet begun principal operations, and therefore, net losses are expected. The financial statements do not reflect any adjustments that might result if the Company was unable to continue as a going concern. The Company anticipates that operating losses will continue in the near term as management continues efforts to acquire income producing assets.
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CTT PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 4 - COMPARATIVE FINANCIAL STATEMENTS
The financial statements include certain prior-year summarized comparative information. Such information does not include all of the information required for financial statements presented in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Company’s financial statements for the year ended December 31, 2025, for the six months ended June 30, 2025, and for the six months ending June 30, 2026, from which the summarized information was derived.
NOTE 5 - STOCKHOLDERS’ EQUITY
The Company is authorized to issue
During the first three months of 2026, the Company issued
During 2025, the Company issued
During 2024, the Company issued
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CTT PHARMACEUTICAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2026
NOTE 6 - INTANGIBLE ASSETS
At June 30, 2026 and December 31, 2025, intangible assets were as follows:
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Deferred patent costs |
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Patents |
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Amortization expenses for six months ended June 30, 2026, and the year ended December 31, 2025, were $
The Company’s patents are listed below:
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Canada |
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The Company also has three trademarks, one in Canada and two in the U.S. The Canada trademark was filed on
Intangible assets are recorded at cost and subsequently amortized over the respective useful lives of each, as reflected on the balance sheets. Management believes the reflected value of the intangible assets would substantially increase upon completion of a third-party appraisal.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Our principal asset is the remaining book value of our patents which we do not believe reflects their potential value after development. Our Net Loss increased from ($90,273) during the six months ended June 30, 2025 to ($99,908) during the six months ended June 30, 2026, an increase of $9,635. The principal driver of this change was the increase in consulting fees from $60,711 in the 2025 period to $71,711 in the 2026 period. The principal reason for the increase was costs associated with a Securities Act registration we were engaged in during the period.
As is clear from the foregoing, we have had minimal operations during the above periods and the specific components of our results have and are likely to fluctuate greatly until we establish manufacturing operations. We do not believe they provide any meaningful insight as to operations we will conduct in the future.
Going Concern
Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended December 31, 2025, that states that our ongoing losses and lack of resources cause reasonable doubt about our ability to continue as a going concern.
Critical Accounting Policies
A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained elsewhere in this prospectus. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions.
Disclosure of controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be in this prospectus, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses described below.
In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
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Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level:
1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us for the year ended December 31, 2025. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remain under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Changes in internal controls over financial reporting.
There has been no change in our internal control over financial reporting that occurred during the periods set forth in this prospectus. As our resources allow, we will engage additional personnel to address these deficiencies.
Plan of Operations.
During calendar 2026 we intend to use approximately $500,000 obtained through the ELOC, other investment or commercial financing (none of which can be assured) to establish a manufacturing facility. If we are unsuccessful in those efforts, our operations will continue in a manner similar to our current operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company we are not required to respond to this item.
Item 4. Controls and Procedures.
Included in our response to Item 2 and incorporated by reference.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not party to any legal proceedings.
Item 1A. Risk Factors.
As a smaller reporting company we are not required to respond to this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As a smaller reporting company we are not required to respond to this item.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other Information.
None
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Item 6. Exhibits.
The following exhibits are included as part of this report by reference:
No. |
| Description |
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101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| CTT PHARMACEUTICAL HOLDINGS, INC. |
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September 11, 2026 |
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| By: | /s/ Ryan Khouri |
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| Name: | Ryan Khouri |
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| Title: | Chief Executive Officer (Principal Executive, Financial and Accounting Officer) |
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EXHIBIT 31.1
OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I, Ryan Khouri, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 for CTT Pharmaceutical Holdings, Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; | |
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| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: | |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and |
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| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions): | |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: September 11, 2026 | By: | /s/ Ryan Khouri |
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| Ryan Khouri |
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| Chief Executive Officer (Principal Executive, Financial and Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CTT Pharmaceutical Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
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| 3. | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
| Date: September 11, 2026 | By: | /s/ Ryan Khouri |
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| Ryan Khouri |
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| Chief Executive Officer (Principal Executive, Financial and Accounting Officer) |
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