GCTK 8-K/A
Glucotrack, Inc. (GCTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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Explanatory Note
This Amendment does not reflect any events occurring after the filing of the Original Report and does not amend or update any disclosures contained therein, except as expressly provided herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth under Item 2.01 in the Company’s Original Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
| ● | Unaudited condensed financial information of Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, and the related notes, which are included as Exhibit 99.1 hereto and incorporated herein by reference; and |
| ● | Audited financial statements of Lokahi for the years ended December 31, 2025, and December 31, 2024, and the related notes, which are included as Exhibit 99.2 hereto and incorporated herein by reference. |
The financial information in the section to be titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc.” is included as Exhibit 99.3 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information
| ● | The unaudited pro forma combined balance sheets of the Company and Lokahi as of June 30, 2026 have been prepared to reflect the effects of the merger as if it occurred on June 30, 2026. The unaudited pro forma combined statements of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of the respective year, which are included as Exhibit 99.4 hereto and incorporated herein by reference. |
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of Kreit & Chiu CPA LLP, Independent Registered Public Accounting Firm. | |
| 99.1 | Unaudited condensed financial information as of June 30, 2026, and for the six months ended June 30, 2026 and 2025 | |
| 99.2 | Audited financial statements for the years ended December 31, 2025 and December 31, 2024 | |
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc. for the six months June 30, 2026 | |
| 99.4 | Unaudited proforma consolidated financial information | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| Glucotrack, Inc. | ||
| Date: August 28, 2026 | By: | /s/ Erik Emerson |
| Name: | Erik Emerson | |
| Title: | Chief Executive Officer | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements of Glucotrack, Inc. on Form S-8 (Nos. 333-281627 and 333-290076), Form S-3 (Nos. 333-282297 and 333-292695) and Form S-1 (No. 333-290587) of our report dated August 14, 2026, with respect to our audit of the financial statements of Lokahi Therapeutics Inc. (the “Company”) as of December 31, 2025, and 2024 and for each of the years then ended. Our report includes a paragraph describing the existence of substantial doubt about the Company’s ability to continue as a going concern.
We also consent to the reference to our firm under the heading “Experts” in such Registration Statements.
/s/ Kreit & Chiu CPA LLP
New York, NY
August 28, 2026
Exhibit 99.1
Independent Accountant’s Review Report
To the Board of Directors and Stockholders of Lokahi Therapeutics Inc
We have reviewed the accompanying unaudited condensed financial information of Lokahi Therapeutics Inc., which comprise the unaudited condensed balance sheets as of June 30, 2026, and December 31, 2025, and the related unaudited condensed statements of operations, changes in stockholders’ equity (deficit), and cash flows for the six months ended June 30, 2026, and 2025, and the related notes to the unaudited condensed financial information. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.
Accountant’s Responsibility
Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the unaudited condensed financial information for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.
We are required to be independent of Lokahi Therapeutics Inc., and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our review.
Accountant’s Conclusion
Based on our review, we are not aware of any material modifications that should be made to the accompanying unaudited condensed financial information in order for them to be in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter - Going Concern
The accompanying financial information has been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial information, the Company has suffered recurring losses from operations and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kreit & Chiu CPA LLP
Kreit & Chiu CPA LLP
New York, New York
August 28, 2026
Lokahi Therapeutics, Inc.
Unaudited Condensed Balance Sheets
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash & Cash Equivalents | $ | 53,186 | $ | 1,492,054 | ||||
| Short Term Investments | - | 2,000,000 | ||||||
| Prepaid Expenses | 2,235,997 | 2,298,705 | ||||||
| Other Current Assets | - | 98,500 | ||||||
| Total current assets | 2,289,183 | 5,889,259 | ||||||
| Long-term portion of prepaid expenses | - | 75,485 | ||||||
| Operating Lease ROU Asset, net | 156,162 | 187,395 | ||||||
| Property and Equipment, net | 51,929 | 51,626 | ||||||
| Total assets | $ | 2,497,274 | $ | 6,203,765 | ||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 2,436,147 | $ | 247,885 | ||||
| Accrued Interest | 1,140,350 | - | ||||||
| Notes payable - related party | 500,100 | - | ||||||
| Notes payable, net | 5,000,000 | |||||||
| Operating Lease Liability | 59,523 | 39,578 | ||||||
| Total current liabilities | 9,136,120 | 287,463 | ||||||
| Long-term liabilities | ||||||||
| Long-Term Portion of Operating Lease Liability | 101,873 | 129,454 | ||||||
| Total liabilities | $ | 9,237,993 | $ | 416,917 | ||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, par value $0.01, 100,000,000 shares authorized; 1,000,000 issued and outstanding as of June 30, 2026 and December 31, 2025 | 1,000 | 1,000 | ||||||
| Additional paid-in capital | 2,057,513 | 6,486,993 | ||||||
| Accumulated Deficit | (8,799,232 | ) | (701,145 | ) | ||||
| Total shareholders’ equity (deficit) | (6,740,719 | ) | 5,786,849 | |||||
| Total liabilities and shareholders’ equity | $ | 2,497,274 | $ | 6,203,765 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
Lokahi Therapeutics, Inc
Unaudited Condensed Statements of Operations
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development expenses | $ | 1,860,886 | $ | 651,784 | ||||
| General and administrative expenses | 4,097,726 | 2,376,488 | ||||||
| Total operating expenses | 5,958,612 | 3,028,272 | ||||||
| Loss from operations | (5,958,612 | ) | (3,028,272 | ) | ||||
| Other income (expense) | ||||||||
| Interest income | 21,757 | 15,250 | ||||||
| Interest expense | (2,161,232 | ) | (61,086 | ) | ||||
| Change in fair value of warrant liability | - | 9,518 | ||||||
| Total other income (expense) | (2,139,475 | ) | (36,318 | ) | ||||
| Net loss | $ | (8,098,087 | ) | $ | (3,064,590 | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
Lokahi Therapeutics, Inc
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit)
Number of Shares | Amount | Additional Paid-in Capital | Net Parent Investment | Accumulated Deficit | Total | |||||||||||||||||||
| Balance at December 31, 2025 | 1,000,000 | $ | 1,000 | $ | 6,486,993 | - | $ | (701,145 | ) | $ | 5,786,849 | |||||||||||||
| Net loss for the period ended March 31, 2026 | - | - | - | - | (2,208,640 | ) | (2,208,640 | ) | ||||||||||||||||
| Stock compensation expense | - | - | 114,166 | - | - | 114,166 | ||||||||||||||||||
| Balance at March 31, 2026 | 1,000,000 | $ | 1,000 | $ | 6,081,259 | - | $ | (2,909,785 | ) | $ | 3,692,374 | |||||||||||||
| Net loss for the period ended June 30, 2026 | - | - | - | - | (5,889,447 | ) | (5,889,447 | ) | ||||||||||||||||
| Stock compensation expense | - | - | 105,210 | - | - | 105,210 | ||||||||||||||||||
| Distribution to APUS in connection with settlement | - | - | (4,648,856 | ) | - | - | (4,648,856 | ) | ||||||||||||||||
| Balance at June 30, 2026 | 1,000,000 | $ | 1,000 | $ | 2,057,513 | - | $ | (8,799,232 | ) | $ | (6,740,719 | ) | ||||||||||||
| Balance at December 31, 2024 | - | - | - | $ | (1,358,121 | ) | - | $ | (1,358,121 | ) | ||||||||||||||
| Net loss for the period ended March 31, 2025 | - | - | - | (402,397 | ) | - | (402,397 | ) | ||||||||||||||||
| Balance at March 31, 2025 | - | - | - | $ | (1,760,518 | ) | - | $ | (1,760,518 | ) | ||||||||||||||
| Stock-based compensation - stock options | 192,053 | |||||||||||||||||||||||
| Stock-based compensation – common stock grants | 1,700,000 | |||||||||||||||||||||||
| Conversion of convertible debt - related party | 499,222 | |||||||||||||||||||||||
| Issuance of Representative Warrants in connection with IPO | 139,388 | |||||||||||||||||||||||
| Issuance of common stock in IPO (net of $1,599,060 in offering costs and warrant liability) | 11,629,727 | |||||||||||||||||||||||
| Net loss | (2,662,193 | ) | ||||||||||||||||||||||
| Balance at June 30, 2025 | 9,737,679 | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
Lokahi Therapeutics, Inc
Unaudited Condensed Statements of Cash Flows
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (8,098,087 | ) | $ | (3,064,590 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation attributable to parent equity awards | 219,376 | - | ||||||
| Depreciation & Amortization expense | 40,324 | 232 | ||||||
| Interest expense | 1,206,233 | 21,253 | ||||||
| Accretion on notes payable | 955,000 | 39,832 | ||||||
| Stock based compensation – option grants | 1,700,000 | |||||||
| Stock based compensation – warrants | 192,053 | |||||||
| Change in fair value of warrant liability | (9,518 | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | (127,945 | ) | (1,788,619 | ) | ||||
| Accounts payable and accrued expenses | 2,188,262 | (472,052 | ) | |||||
| Operating lease liability | (7,636 | ) | - | |||||
| Net cash used in operating activities | $ | (3,624,474 | ) | $ | (3,381,409 | ) | ||
| Cash flows from investing activities: | ||||||||
| Redemption of short term investments | 2,000,000 | - | ||||||
| Purchases of PP&E | (9,394 | ) | (13,369 | ) | ||||
| Proceeds from notes receivable | (750,000 | ) | - | |||||
| Net cash provided by investing activities | $ | 1,240,606 | ) | $ | (13,369 | ) | ||
| Cash flows from financing activities: | ||||||||
| Cash proceeds from issuance of common stock in connection with IPO | - | 11,953,046 | ||||||
| Proceeds from notes payable | 5,970,000 | 250,000 | ||||||
| Payment of debt issuance costs | (925,000 | ) | - | |||||
Repayment of notes payable | (1,100,000 | ) | - | |||||
| Payment in connection with settlement | (3,000,000 | ) | - | |||||
| Cash advances from related parties | - | 17,400 | ||||||
| Cash advances to related parties | - | (93,800 | ) | |||||
| Net cash provided by financing activities | $ | 945,000 | $ | 12,126,646 | ||||
| Net increase (decrease) in cash, cash equivalents | (1,438,868 | ) | 8,731,868 | |||||
| Cash and cash equivalents, beginning of period | 1,492,054 | 3,455 | ||||||
| Cash and cash equivalents, end of period | $ | 53,186 | $ | 8,735,323 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | 100,000 | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Non-cash investing and financing activities: | ||||||||
| Original issue discount withheld from notes payable proceeds | $ | 30,000 | $ | - | ||||
| Conversion of convertible debt - related party | $ | - | $ | 386,676 | ||||
| Conversion of accrued interest expense for convertible debt - related party | $ | - | $ | 112,546 | ||||
| Issuance of Representative Warrants in connection with IPO | $ | - | $ | 139,388 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
Lokahi Therapeutics, Inc
Notes to the Unaudited Condensed Financial Statements
1. DESCRIPTION OF BUSINESS
Business Description
Lokahi Therapeutics, Inc. (“Lokahi” or the “Company”) is a development-stage biopharmaceutical company incorporated in the State of Delaware as a C-Corporation. The Company is focused on the development of Apitox, a purified honeybee venom-based drug for the treatment of acute pain and inflammation associated with knee osteoarthritis. The Company is a subsidiary of Apimeds Pharmaceuticals US, Inc. (“APUS” or the “Parent”), a Delaware C-Corporation and SEC registrant.
The accompanying financial statements present the standalone financial position, results of operations, changes in stockholders’ equity and cash flows of the Company. They do not include the accounts of the Parent or any of the Parent’s other subsidiaries.
The Company has not yet generated revenue from its biopharmaceutical operations and is subject to the risks and uncertainties common to development-stage companies in the biotechnology industry. The success of the Company is dependent on obtaining the necessary regulatory approvals for its product candidate. It is not possible to predict the outcome of future research and development activities.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company has prepared these unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Except as disclosed herein, there have been no material changes in the information disclosed in the Notes to the Financial Statements included in the audited financial statements for the year ended December 31, 2025. Accordingly, the unaudited condensed financial statements and related disclosures herein should be read in conjunction with the audited financial statements for the year ended December 31, 2025.
As permitted under the SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. These financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of results for the interim periods presented. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year.
Standalone Presentation
The accompanying unaudited condensed financial statements include only the accounts of the Company. The Company has no subsidiaries and, accordingly, no consolidation is presented. Balances and transactions between the Company and the Parent are not eliminated and are presented as related party balances and transactions. Stock-based compensation expense attributable to awards granted by the Parent to employees of the Company is recognized in these financial statements with a corresponding capital contribution from the Parent.
Liquidity
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit of $8,799,232. For the six months ended June 30, 2026, the Company incurred a net loss of $8,098,087 and used cash in operating activities of $3,624,474 and expects to continue to incur substantial losses in the future. As of June 30, 2026, the Company had cash and cash equivalents of $53,186. The Company has no committed source of additional financing and has historically relied on loans and advances from the Parent and other related parties and on short-term promissory notes to fund its operations. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to it or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not contain any adjustments that might result from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements 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 expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed financial statements include, but are not limited to, the determination of prepaid clinical development costs, accrued clinical development and manufacturing costs, stock-based compensation, and the incremental borrowing rate used to measure the Company’s operating lease liability. Actual results could differ from those estimates, and such differences could be material to the financial statements.
Fair Value Measurement
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1 — | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2 — | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3 — | Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of cash, cash equivalents and short-term investments approximates fair value as these assets all represent cash or cash-equivalent instruments. As of June 30, 2026 and December 31, 2025, the Company had no assets or liabilities that were measured at fair value on a recurring basis.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the federal depository insurance corporation limit of $250,000. As of June 30, 2026, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Segment Information
In accordance with ASC 280, Segment Reporting, the Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, reviews the Company’s financial information on an entity-wide basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM assesses performance primarily through the analysis of operating expenses, with key categories including research and development and general and administrative expenses. Financial information provided to and utilized by the CODM is consistent with the Company’s U.S. GAAP financial statements. As of June 30, 2026, the Company has not generated any revenue.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents.
Patent Costs
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations.
Leases
The Company accounts for a contract as a lease when it has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines the initial classification and measurement of its right-of-use assets (“ROU”) and lease liabilities at the lease commencement date and thereafter if modified. ROU assets and liabilities are to be represented on the balance sheet at the present value of future minimum lease payments to be made over the lease term. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 842, Leases (“ASC 842”) to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of June 30, 2026, and December 31, 2025, the Company has recognized a lease which qualifies to be classified in accordance with ASC 842.
Property and Equipment, net
Property and equipment, net is stated at cost (less) accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight-line method.
The Company adheres to ASC 360 “Property, Plant, and Equipment” and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. As of June 30, 2026, no impairment has been recognized.
Related Parties
The Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.
General and Administrative
General and administrative expenses consist primarily of management personnel costs, professional service fees, and other general overhead and facility costs, including rent and insurance, which relate to the Company’s general and administrative functions.
Research and Development
Research and development expenses consist primarily of consulting, regulatory and manufacturing related costs, third-party license fees and external costs of vendors engaged to conduct preclinical development activities. These costs are expensed as incurred and non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized in prepaid expenses and other current assets.
The Company enters into arrangements with contract research organizations in connection with pre-clinical and clinical trials. Such arrangements often provide for payment prior to commencing the project or based upon predetermined milestones throughout the period during which services are expected to be performed. As part of the process of preparing the Company’s financial statements, management is required to estimate prepaid and accrued clinical trial expenses. The date on which services commence, the level of services performed on or before a given date, and the cost of such services are often determined based on subjective judgments informed by the facts and circumstances known to management from the terms of the contract and the Company’s ongoing monitoring of service performance. The Company makes these judgments based upon the facts and circumstances known to management based on the terms of the contract and the Company’s ongoing monitoring of service performance.
In line with the guidance suggested under ASC 450, Contingencies and ASC 730, Research and Development, all research and development costs will be expensed as incurred. Development and regulatory milestone payments are accounted for by estimating the probability of milestone achievement.
Stock Based Compensation
The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation — Stock Compensation (“ASC 718”), which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for forfeitures as they occur. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s cash compensation costs are classified.
The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company is a public company but has limited company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on implied volatility. The expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.
The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made.
The Company assesses its income tax position and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (ASUs). ASUs not discussed in these unaudited condensed financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting period beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of this new guidance to our financial statements.
3. LICENSE AGREEMENTS
On August 2, 2021, the Company entered into a business agreement with Apimeds Korea. Under the agreement, the Company received the right to continue any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. The Company will pay Apimeds Korea a royalty of 5% of the earnings before interest and taxes, delivered from the sale or license of Apitox less any credits and charges, however, the royalty terms shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third party.
On October 12, 2021, the Company entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of the Parent. Under the agreement, the Company was granted the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America.
The agreement commenced on the effective date and shall remain in force for each licensed product on a licensed-product-by-licensed-product basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed patent. The total consideration exchanged for the exclusive license agreement was $1.
4. PREPAID EXPENSE AND OTHER ASSETS
As of June 30, 2026, and December 31, 2025, the prepaid expense and other assets balance consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid clinical development costs | $ | 2,010,744 | $ | 2,022,466 | ||||
| Other prepaid assets and receivables | 41,258 | 60,989 | ||||||
| Prepaid insurance | 183,995 | 290,735 | ||||||
| (Less) Long term portion of prepaid insurance | - | (75,485 | ) | |||||
| Total Prepaid Expenses | 2,235,997 | 2,298,705 | ||||||
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSE
Accounts payable and accrued expenses consist of balances owed to vendors, as well as others, such as the taxing authority and employees.
As of June 30, 2026, and December 31, 2025, the accounts payable and accrued expense balances consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts payable | $ | 1,133,539 | $ | 26,819 | ||||
| Accrued development costs | 398,842 | 118,168 | ||||||
| Accrued manufacturing costs | 232,748 | - | ||||||
| Accrued compensation and benefits | 204,758 | 39,406 | ||||||
| Accrued offering costs | 280,000 | - | ||||||
| Accrued expenses - other | 186,260 | 63,491 | ||||||
| Total Accounts payable and accrued expenses | 2,436,147 | 247,885 | ||||||
6. DEBT
Related Party Notes Payable
As of June 30, 2026, the Company had outstanding $500,100 consisting of $250,100 unsecured promissory notes payable to Inscobee Inc., a stockholder of the Parent company, comprising amounts originally advanced in 2024 and a $250,000 note dated March 21, 2025, payable to Apimeds Korea a wholly owned subsidiary of Inscobee. All notes bear interest at 5% per annum and mature on December 31, 2026. The related party notes were assumed by the Company in connection with the settlement agreement executed April 24, 2026. As of June 30, 2026 and June 30, 2025, these related party notes remain outstanding with accrued interest totaling $40,350 and $15,452 respectively.
2026 Promissory Note
On March 30, 2026, the Company issued a secured promissory note (the “2026 Promissory Note”) to the Keren Eliyahu Charitable Trust in the principal amount of $1,000,000. The Company received proceeds of $995,000, net of $5,000 of original issue discount withheld at funding. The note is repayable in the amount of $1,100,000 (representing 110% of principal) on May 15, 2026, and is collateralized by a certificate of deposit classified as a short-term investment on the balance sheet. The note is recorded as a current liability on the balance sheet and the Company recorded $80,000 in accretion expense relating to original issuance discount and issuance costs.
The 2026 Promissory Note was repaid in full during the six months ended June 30, 2026.
2026 Secured Promissory Notes
In May and June 2026, the Company issued additional secured promissory notes to the Keren Eliyahu Charitable Trust in an aggregate principal amount of $5,000,000. Each note bears a non-compounding return in excess of the principal amount, and the aggregate amount due under these notes as of June 30, 2026 was $6,100,000. The notes are recorded as current liabilities of the Company. As of June 30, 2026, $5,000,000 of principal is presented in notes payable, net, and $1,100,000 of interest payable is presented in accrued interest on the accompanying balance sheet. For the six months ended June 30, 2026, the Company recognized $2,015,000 of interest expense, including $875,000 of accretion of original issue discount and debt issuance costs associated with these notes
Included in the notes described above is a $1,000,000 note (“Note One”) issued on May 6, 2026 in connection with the repayment of the 2026 Promissory Note, which bears a non-compounding return equal to 120% of the principal amount, and a $2,000,000 note (“Note Two”) issued on May 12, 2026, which bears a non-compounding return equal to 125% of the principal amount. Note One was originally scheduled to mature on July 5, 2026 and was subsequently amended to mature on June 11, 2026, which is also the maturity date of Note Two. As of June 30, 2026 and the period thereafter the Company has made a number of maturity extension payments in connection with the aggregate repayment amount disclosed above, extending the aggregate maturity date to September 30, 2026.
7. RELATED PARTY TRANSACTIONS
The Settlement Agreement
On April 24, 2026 (the “Effective Date”), the Company entered into a Confidential Settlement and Mutual Release Agreement (“The Settlement Agreement”) by and among the Company, the Parent, MindWave, a wholly owned subsidiary of the Parent, Erik Emerson, individually and in his capacity as Bio Business Representative under the Merger Agreement (“Emerson”), Inscobee, and Apimeds Inc. (“Apimeds Korea”), a wholly owned subsidiary of Inscobee. The Settlement Agreement resolves, without litigation, disputes that arose among the parties following the Merger consummated on December 1, 2025, pursuant to the merger agreement, dated December 1, 2025, by and between APUS, Apimeds Merger Sub, Inc., Mindwave, the Company, and Emerson (the “Merger Agreement”), including disputes regarding the validity of certain stockholder consents and related support and voting agreements.
Under the Settlement Agreement, the Company irrevocably and unconditionally agreed to transfer to the Parent, or its designee, a working capital contribution of $4,000,000 (the “Working Capital Contribution”), later amended to $3,000,000 along with the forgiveness or assumption of the assets or liabilities defined herein. The Company also agreed to forgive, release and discharge all amounts previously advanced by the Company to the Parent or its subsidiaries, including (i) $750,000 advanced on or about February 2, 2026, together with any interest, penalties or equity that may be due to the Company (ii) the related party notes and their respective interest in aggregate principal balance of $500,100 and accrued interest balance of 34,117 (iii) balances due from APUS in the amount of $364,639.14.
In connection with the Settlement Agreement, the Parent agreed to (i) assign to the Company the Prevail CRO credit facility, having an aggregate value of approximately $2,200,000, to support continued development of the Apitox program, and (ii) assign to the Company the rights under the related license agreement, with the Company retaining all rights relating to the Apitox program, including intellectual property, regulatory materials, development data, manufacturing information and other associated program assets. In addition, within five business days following fulfillment of the Working Capital Contribution, the Parent is required to distribute 51% of the common stock of the Company as directed by Emerson, with the remaining 49% retained by the Parent. The Company’s board composition and management appointments are determined solely by the Company, and Emerson continues as the Company’s Chief Executive Officer and President.
The Company further irrevocably waived certain covenants and rights under the Merger Agreement and under an amended and restated side letter agreement dated December 1, 2025, including rights to allocations of financing proceeds raised by the Parent and the right to be repaid a $50,000 diligence fee. The Settlement Agreement also provides for mutual releases among the parties of all claims arising from facts, acts, omissions, circumstances, events or transactions occurring before its execution, subject to customary carve-outs, which releases become effective only upon payment by the Company of the Working Capital Contribution. In connection with the Settlement Agreement, the Company assumed the Related Party Notes payable to Inscobee described above, together with accrued interest thereon.
The Company’s related party balances consist of unsecured promissory notes payable to related parties, and accrued interest on those notes. Amounts due from the Parent arise from expenses paid by one entity on behalf of the other and from cash transfers between the entities. These balances are unsecured, non-interest bearing and due on demand. Related party balances were as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Due from Parent (APUS) | $ | - | $ | 98,500 | ||||
| Related party notes payable - short term | 500,100 | - | ||||||
| Accrued interest - related party notes | 40,350 | - | ||||||
8. COMMITMENTS AND CONTINGENCIES
License Agreement
On August 2, 2021, APUS entered into a business agreement with Apimeds Korea. Under the agreement, the APUS received the right to continue any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. APUS assigned its rights and obligations under this agreement to Lokahi. The Company will pay Apimeds Korea a royalty of 5% of the earnings before interest and taxes, delivered from the sale or license of LT-100 less any credits and charges, however, the royalty terms shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third party. On October 12, 2021, APUS entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of APUS. Under the agreement, the Company was granted the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America. The agreement commenced on the effective date and shall remain in force for each licensed product on a licensed product-by-licensed-product basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed patent. The total consideration exchanged for the exclusive license agreement was $1 Lokahi entered into a sub license agreement with APUS for the rights to sell the LT-100 in the United States of America.
Legal Proceedings
In connection with the merger consummated on December 1, 2025, Alto Opportunity Master Fund B (“Alto”) purchased a senior secured convertible note from Apimeds Pharmaceuticals US, Inc. (“APUS”) in the principal amount of $10.9 million in a private placement completed in connection with that transaction. The note is an obligation of APUS. Therefore, no amounts related to the note are reflected in the accompanying financial statements.
In August 2026, counsel to Alto contacted the Company’s legal counsel regarding settlement of the amounts owed by APUS under the note, asserting that the Company may bear responsibility for those amounts on the basis that the Company was formerly a subsidiary of APUS. Alto indicated that it intends to pursue litigation against APUS, the Company, certain of their respective current and former officers and directors, and other parties. Alto has not identified the specific legal or factual basis for any claim against the Company, has not asserted a specific amount sought from the Company, and has not commenced any legal proceedings against the Company as of the date these financial statements were available to be issued.
The Company is evaluating the matter with the assistance of legal counsel. Because no claim has been formally asserted against the Company and no specifics have been provided, the Company is unable to determine whether a loss is probable or to estimate the amount or range of any reasonably possible loss. Accordingly, no liability has been recorded with respect to this matter as of December 31, 2025, or December 31, 2024. Should litigation be commenced and successfully prosecuted against the Company, an unfavorable outcome could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
Future Commitments
During the year ended December 31, 2025, the Company entered into an agreement to prepay its CRO, Prevail InfoWorks Inc, pertaining to future clinical trial execution. The agreed upon prepayment amount is $3,268,906, of which $516,263 remains unfulfilled. As of June 30, 2026, this agreement remains active and the Company continues to accumulate the prepaid balance discussed.
During the year ended December 31,2025 the Company entered into an agreement with Piramal Pharma Solutions, Inc. to manufacture clinical trial material for its lead Biopharmaceutical asset, Apitox. As of June 30, 2026, the Company remains engaged with Piramal Pharma Solutions in connection with the manufacturing of LT-100, formerly known as Aptiox.
Indemnification Agreements
The Company has entered into indemnification agreements with its directors and officers. Under these agreements, the Company may be required to indemnify its directors and officers against certain liabilities that may arise by reason of their status or service. The Company has not incurred material costs related to these indemnification provisions and has not accrued any liabilities related to such obligations as of June 30, 2026.
Operating Lease
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Right-of-use asset, net | $ | 156,162 | $ | 187,395 | ||||
| Lease liability - current | 59,523 | 39,578 | ||||||
| Lease liability - non-current | 101,873 | 129,454 | ||||||
| Total lease liability | 161,396 | 169,032 | ||||||
Future Minimum Lease Payments
| Year Ending December 31, | Amount | |||
| 2026 | 35,645 | |||
| 2027 | 67,310 | |||
| 2028 | 69,330 | |||
| Thereafter | - | |||
| Total undiscounted lease payments | 172,285 | |||
| Less: imputed interest | (10,889 | ) | ||
| Present value of lease liabilities | $ | 161,396 | ||
Supplemental Information
Six Months Ended June 30, 2026 | ||||
| Cash paid for amounts included in lease liabilities | $ | 11,882 | ||
| Weighted-average remaining lease term (years) | 2.9 | |||
| Weighted-average discount rate | 5.0 | % | ||
9. SHAREHOLDERS’ EQUITY
Common Stock
As of June 30, 2026, and December 31, 2025, the Company had 100,000,000 authorized shares of common stock, par value $0.001 per share. The Company had 1,000,000 shares of common stock issued and outstanding as of June 30, 2026, and December 31, 2025, respectively, all of which are held by the Parent. Each share of common stock is entitled to one vote.
10. STOCK-BASED COMPENSATION
Stock Options
The Parent maintains the 2024 Equity Incentive Plan (the “Plan”), under which the Parent may grant stock options, restricted stock units, and other equity awards to employees, directors, and consultants, including employees of the Company. As of June 30, 2026, 2,096,679 shares of the Parent’s common stock were authorized for issuance under the Plan, of which 1,096,679 shares were granted in the form of stock options, and 1,000,000 shares were issued to executives in the form of common stock. The Plan currently maintains 0 shares available for issuance.
Certain equity awards of the Parent have been granted to employees of the Company. Because there is no recharge arrangement (an agreement in which the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees) between the Parent and the Company, the expense associated with these awards is recognized in the Company’s statements of operations and is offset by a corresponding capital contribution from the Parent recorded in additional paid-in capital. For the six months ended June 30, 2026, the Company recognized $219,376 of stock-based compensation expense related to these awards.
The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award.
The following represents a summary of options:
| Number of Options | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (In Years) | ||||||||||
| Issued and outstanding, December 31, 2025 | 1,235,251 | $ | 2.82 | 8.71 | ||||||||
| Granted | - | - | - | |||||||||
| Exercised | - | - | - | |||||||||
| Forfeited/Expired | (250,025 | ) | $ | 6.59 | 4.77 | |||||||
| Issued and outstanding, June 30, 2026 | 985,226 | $ | 1.90 | 9.11 | ||||||||
| Exercisable, June 30, 2026 | 397,189 | $ | 1.87 | 9.03 | ||||||||
Stock-Based Compensation Expense
| Six Months Ended | Six Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Research and development | $ | 31,805 | $ | - | ||||
| General and administrative | 187,571 | - | ||||||
| Total stock-based compensation | 219,376 | - | ||||||
11. INCOME TAXES
The Company recorded no provision or benefit for income tax expense for the six months ended June 30, 2026 and June 30, 2025 respectfully.
For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.
The Company has no open tax audits with any tax authority as of June 30, 2026.
12. SUBSEQUENT EVENTS
The company’s management has evaluated subsequent events occurring after June 30, 2026, the date of our most recent balance sheet, through the date our financial statements were issued.
The Merger
On July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (the “Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation, the Company, Glucotrack Technologies Inc. (the “Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub. At the effective time of the merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time was canceled and converted into the right to receive a portion of the merger consideration, consisting of shares of the Acquiror’s common stock, par value $0.001 per share, such that the aggregate number of shares issued to all holders of the Company’s existing common stock equaled 19.99% of the Acquiror’s common stock issued and outstanding as of the date of the Merger Agreement, together with shares of the Acquiror’s Series A convertible preferred stock, par value $0.001 per share, such that immediately following the effective time the holders of the Company’s existing common stock collectively held, on a fully diluted and as-converted basis, 90.0% of the Acquiror’s total issued and outstanding equity securities. Any dilution attributable to Bridge Shares and PIPE Shares, as those terms are defined in the Merger Agreement, is borne solely by that allocation, such that the Acquiror’s existing stockholders will in no event hold less than 10.0% of the Acquiror’s total issued and outstanding equity securities on a fully diluted basis immediately following the effective time.
The merger consideration consisted of 1,311,200 shares of the Acquiror’s common stock and 785,334 shares of the Acquiror’s Series A convertible preferred stock. Each share of Series A convertible preferred stock is convertible into 100 shares of the Acquiror’s common stock automatically upon stockholder approval and approval of the Acquiror’s new listing application.
Acknowledgement of Transfer and Beneficial Ownership
In connection with the Settlement Agreement executed April 24th, 2026, Apimeds Pharmaceuticals US, Inc. (“APUS”), the former operating entity of the Biopharmaceutical Business, released fifty one percent (51%) of its ownership position in the Company. The Company fulfilled all required obligations and payments outlined in the Settlement Agreement (refer to Note 7) and, as of July 14, 2026, executed the Acknowledgement of Transfer and Beneficial Ownership Agreement (“the equity release agreement”) in which APUS transferred the aforementioned ownership interest to the Company or one of its guarantees.
Exhibit 99.2
INDEX TO FINANCIAL STATEMENTS
| 1 |
Members of the Audit Committee
Lokahi Therapeutics, Inc.
Opinion
We have audited the financial statements of Lokahi Therapeutics, Inc. (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Lokahi Therapeutics, Inc. as of December 31, 2025, and 2024 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
/s/ Kreit & Chiu CPA LLP
Kreit & Chiu CPA LLP
Los Angeles, California
August 14, 2026
| 2 |
Lokahi Therapeutics Inc. (the former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash & cash equivalents | $ | 1,492,054 | $ | 3,455 | ||||
| Short term investments | 2,000,000 | |||||||
| Prepaid Expenses | 2,298,705 | 9,602 | ||||||
| Other Current Assets | 98,500 | - | ||||||
| Total current assets | 5,889,259 | 13,057 | ||||||
| Long-term portion of prepaid expenses | 75,485 | - | ||||||
| Operating Lease ROU Asset | 187,395 | - | ||||||
| Property and Equipment, net | 51,626 | - | ||||||
| Total assets | $ | 6,203,765 | $ | 13,057 | ||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 247,885 | $ | 591,191 | ||||
| Accrued interest- related party | - | 106,643 | ||||||
| Notes payable - related party | - | 250,000 | ||||||
| Operating Lease Liability | 39,578 | - | ||||||
| Other Current Liabilities | - | 76,500 | ||||||
| Total current liabilities | 287,463 | 1,024,334 | ||||||
| Long-term liabilities | ||||||||
| Long-Term Portion of Operating Lease Liability | 129,454 | - | ||||||
| Long-term convertible notes payable - related party | - | 346,844 | ||||||
| Total liabilities | 416,917 | 1,371,178 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Lokahi Therapeutics, Inc. common stock par value $0.01, 100,000,000 shares authorized;1,000,000 issued and outstanding as of December 31, 2025 | 1,000 | |||||||
| Additional paid-in capital | 6,486,993 | - | ||||||
| Net Parent Investment | - | (1,358,121 | ) | |||||
| Retained Earnings (Deficit) | (701,145 | ) | - | |||||
| Total shareholders’ equity (deficit) | 5,786,849 | (1,358,121 | ) | |||||
| Total liabilities and shareholders’ equity | $ | 6,203,765 | $ | 13,057 | ||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Lokahi Therapeutics, Inc. (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating expenses: | ||||||||
| Research and development expenses | $ | 1,632,416 | $ | - | ||||
| General and administrative expenses | 7,173,299 | 1,275,095 | ||||||
| Total operating expenses | 8,805,715 | 1,275,095 | ||||||
| Loss from operations | (8,805,715 | ) | (1,275,095 | ) | ||||
| Other income (expense) | ||||||||
| Change in FV of warrant liability | 22,377 | - | ||||||
| Interest income | 107,595 | 2,824 | ||||||
| Interest expense | (71,565 | ) | (117,719 | ) | ||||
| Total other income (expense) | 58,407 | (114,895 | ) | |||||
| Net loss | $ | (8,747,308 | ) | $ | (1,389,990 | ) | ||
The accompanying notes are an integral part of these financial statements.
| 4 |
Lokahi Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc).
Statement of Changes in Shareholders Equity (Deficit)
| Common Stock | Additional | |||||||||||||||||||||||
| Number of | Paid-in | Accumulated | Net Parent | |||||||||||||||||||||
| Shares | Amount | capital | Deficit | Investment | Total | |||||||||||||||||||
| Balance at December 31, 2023 | - | $ | - | - | $ | - | $ | 31,869 | 31,869 | |||||||||||||||
| Net loss for the period ended December 31, 2024 | - | - | - | - | (1,389,990 | ) | (1,389,990 | ) | ||||||||||||||||
| Balance at December 31, 2024 | - | - | - | - | (1,358,121 | ) | (1,358,121 | ) | ||||||||||||||||
| Stock-based compensation - stock options January 1, 2025 through November 30, 2025 | - | - | - | - | 306,131 | 306,131 | ||||||||||||||||||
| Stock-based compensation – common stock grants | - | - | - | - | 1,700,000 | 1,700,000 | ||||||||||||||||||
| Conversion of convertible debt - related party | - | - | - | - | 499,222 | 499,222 | ||||||||||||||||||
| Issuance of Representative Warrants in connection with IPO | - | - | - | - | 139,388 | 139,388 | ||||||||||||||||||
| Issuance of common stock in IPO (net of $1,599,060 in offering costs and warrant liability) | - | - | - | - | 11,629,727 | 11,629,727 | ||||||||||||||||||
| Reclassification of warrant liability to equity | - | - | - | - | 161,554 | 161,554 | ||||||||||||||||||
| Issuance of Advisory Warrants | - | - | - | - | 898,300 | 898,300 | ||||||||||||||||||
| Net loss for the period ended January 1, 2025, through November 30, 2025 | - | - | - | - | (8,046,163 | ) | (8,046,163 | ) | ||||||||||||||||
| Balance November 30 2025 | - | - | - | - | 5,930,038 | 5,930,038 | ||||||||||||||||||
| Capitalization of Lokahi Therapeutics, Inc. | 1,000,000 | 1,000 | 5,929,038 | - | (5,930,038 | ) | - | |||||||||||||||||
| Related party notes payable and accrued interest assumed by APUS in connection with the contribution of the BioBusiness | - | - | 525,929 | - | - | 525,929 | ||||||||||||||||||
| Stock-based compensation contribution from parent | - | - | 32,026 | - | - | 32,026 | ||||||||||||||||||
| Net Loss December 1, 2025 through December 31, 2025 | - | - | - | (701,145 | ) | - | (701,145 | ) | ||||||||||||||||
| Balance December 31, 2025 | 1,000,000 | $ | 1,000 | $ | 6,486,993 | $ | (701,145 | ) | $ | - | $ | 5,786,849 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
Lokahi Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)
| For the years ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (8,747,308 | ) | $ | (1,389,990 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation - Common Stock Grants | 1,700,000 | - | ||||||
| Stock based compensation - option grants | 306,131 | - | ||||||
| Stock based compensation - warrants | 1,221,620 | - | ||||||
| Stock based compensation - contribution from Parent | 32,026 | - | ||||||
| Change in fair value of warrant liability | (22,377 | ) | - | |||||
| Depreciation expense | 5,706 | - | ||||||
| Interest expense | 71,565 | 117,719 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | (2,463,088 | ) | 1,993 | |||||
| Accounts payable and accrued expenses | (343,306 | ) | 536,752 | |||||
| Net cash used in operating activities | (8,239,031 | ) | (733,526 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of short term investments | (2,000,000 | ) | - | |||||
| Purchases of property and equipment | (57,333 | ) | - | |||||
| Cash paid under operating lease | (18,363 | ) | - | |||||
| Net cash provided by investing activities | (2,075,696 | ) | - | |||||
The accompanying notes are an integral part of these financial statements.
| 6 |
Lokahi Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.).
Statements of Cash Flows
(continued)
| Cash flows from financing activities: | ||||||||
| Cash proceeds from issuance of common stock in IPO | 11,629,726 | - | ||||||
| Proceeds from notes payable - related parties | 250,100 | 250,000 | ||||||
| Cash advances from related parties | 17,300 | 76,500 | ||||||
| Cash advances paid to related parties | (93,800 | ) | - | |||||
| Net cash provided by financing activities | 11,803,326 | 326,500 | ||||||
| Net increase (decrease) in cash, cash equivalents | 1,488,599 | (407,026 | ) | |||||
| Cash, cash equivalents, beginning of period | 3,455 | 410,481 | ||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 1,492,054 | $ | 3,455 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | - | |||||
| Non-cash investing and financing activities: | ||||||||
| Related party notes and accrued interest assigned to Parent (non-cash) | 525,929 | |||||||
The accompanying notes are an integral part of these financial statements
| 7 |
Lokahi Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.).
Note 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Lokahi Therapeutics, Inc, a Nevada Corporation, (“Lokahi” or the “Company”) is a clinical stage biopharmaceutical company in the process of developing LT-100, an intradermally administered bee venom-based toxin. Our focus is primarily on developing innovative therapies that address inflammation and pain management symptoms associated with knee OA and, to a lesser extent, MS. LT-100 is currently marketed and sold by Apimeds Inc. (“Apimeds Korea”) in South Korea as “Apitoxin” for the treatment of OA. Lokahi is not associated with the market, sale and revenues generated from Apitoxin in South Korea, and LT-100 has not yet been approved by the FDA for any indication.
Lokahi has established the ai² platform to support business development, opportunity evaluation, and talent development activities. The platform is used to identify and assess therapeutic, biotechnology, medical device, and other healthcare-related opportunities that may be considered for acquisition, licensing, strategic partnership, development, or other business initiatives.
Prior to December 1, 2025, the Company operated as Apimeds Pharmaceuticals US, Inc. (“APUS”). On December 1, 2025, APUS completed a merger (the “Merger”) with MindWave Innovations Inc. (“MindWave”), whereby MindWave became a wholly owned subsidiary of APUS and the biomedical business of APUS was transferred to Lokahi, a newly formed wholly owned subsidiary.
These financial statements present the financial position, results of operations and cash flows of Lokahi as a standalone entity. Any expenses that relate to Lokahi have been specifically identified and recognized in the financial statements of Lokahi. The financial statements as of and for the year ended December 31, 2024 are those of APUS which consist solely of the biomedical business transferred to Lokahi.
The Company has not yet generated revenue from its biopharmaceutical operations and is subject to the risks and uncertainties common to development-stage companies in the biotechnology industry.
Note 2 GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities as they become due. Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. For the year ended December 31, 2025, the Company reported a net loss of $8,747,308 and used cash in operations of $8,239,031. The Company has not generated revenue from its biomedical operations and expects to incur significant development and manufacturing costs in association with continued development its lead asset LT-100. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate these conditions include seeking additional equity or debt financing; The Company may not be able to secure additional financing on terms that are acceptable, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 8 |
Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) 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, the disclosure of contingent assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period, the fair value of stock-based compensation awards, the fair value of warrants, the valuation allowance on deferred tax assets, and the assessment of the Company’s ability to continue as a going concern. Actual results could differ materially from those estimates.
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents consist primarily of amounts held in demand deposit accounts.
(c) Short-term investments
The Company short-term investments consist of a six-month certificate of deposit with a major bank maturing in the second quarter of 2026.
(d) Fair Value Measurements
The Company follows a three-level hierarchy for fair value measurements as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date
Level 2 Observable inputs other than quoted prices in Level 1
Level 3 Unobservable inputs requiring management estimates
The Company’s financial instruments consist primarily of Cash and Short-Term investments along with accounts and notes payable whose carrying value approximates fair value due to the short-term nature of those instruments.
(e) Stock-Based Compensation
The Company accounts for stock-based compensation using the fair value of equity awards measured at the grant date and recognized as expense over the requisite service period. The Company recognized compensation expense related to awards granted to its employees, consultants and directors as a capital contribution.
(f) Leases
The Company classifies its leases as either operating or financing. For operating leases with terms greater than 12 months, at the commencement date, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability. The lease liability is measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rate when the rate implicit in the lease is not readily determinable. For finance leases, the Company will recognize an asset as property and equipment and a corresponding liability.
(g) Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized.
(h) Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits. Cash is maintained at financial institutions in amounts that may exceed federally insured limits. The Company has not experienced any losses on such accounts.
| 9 |
Note 4 DEBT AND FINANCING ARRANGEMENTS
At December 31, 2024, debt attributable to the BioBusiness consisted of convertible notes payable – related party of $346,844, net of unamortized debt discount of $313,156, and promissory notes issued during 2024, with related accrued interest – related party of $106,643. The notes were issued by APUS to Inscobee Inc. and Apimeds Korea, each a stockholder, and bear interest at 5% per annum; following a December 2023 amendment, the convertible notes were convertible at $1.00 per share. Interest expense, including accretion of debt discount of $79,954, was $117,719 for the year ended December 31, 2024. The convertible notes and related accrued interest converted to equity prior to the contribution of the BioBusiness on December 1, 2025, and the remaining related party notes and accrued interest were assigned to APUS at that date. Accordingly, none of these obligations were outstanding on a standalone basis at December 31, 2025.
Note 5 STOCKHOLDERS’ EQUITY
Authorized Capital
As of December 31, 2025, the Company’s authorized capital stock consisted of:
| Class | Shares Authorized | Par Value | ||||||
| Common Stock | 100,000,000 | 0.001 | ||||||
As of December 31, 2025, all 1,000,000 shares of common stock issued and outstanding were held by APUS.
The authorized Capital of APUS on December 31, 2024, represents the Company’s capital at that date.
Net Parent Investment
Net Parent Investment represents APUS’s historical net investment in the Company and, for periods prior to the Company’s capitalization on December 1, 2025, is presented in lieu of common stock, additional paid-in capital and accumulated deficit in the accompanying standalone financial statements. During those periods the Company operated as a business of APUS and did not maintain a separate capital structure, and accordingly the components of parent equity attributable to the business are presented on a combined basis within Net Parent Investment. Net Parent Investment was $31,869 as of December 31, 2023. Activity for the year ended December 31, 2024 consisted of a net loss of $(1,389,990), resulting in a balance of $(1,358,121) as of December 31, 2024.
Net Parent Investment includes the accumulated results of operations of the business, equity-classified financing transactions completed by APUS on behalf of the business, and stock-based compensation recognized by the Company with a corresponding contribution from APUS. Activity for the period from January 1, 2025 through November 30, 2025 consisted of the conversion of related party convertible notes and accrued interest of $499,222; net proceeds from the initial public offering of $11,629,727; representative warrants of $139,388 and $161,554; advisory warrants of $898,300; stock-based compensation of $2,006,131; and a net loss of $(8,046,163), resulting in a balance of $5,930,038 at November 30, 2025.
In connection with the contribution of the BioBusiness to the Company on December 1, 2025, the Net Parent Investment balance of $5,930,038 was reclassified to common stock of $1,000 and additional paid-in capital of $5,929,038. Subsequent to that date, the Company’s equity is presented as common stock, additional paid-in capital and accumulated deficit, and no further activity was recorded within Net Parent Investment.
Transactions between the Company and APUS reflected in Net Parent Investment and additional paid-in capital were generally settled other than in cash. Related party notes payable and accrued interest of $525,929 were assigned to APUS at the contribution date as a non-cash capital contribution, and intercompany balances due to and from APUS were assigned to APUS in connection with the contribution rather than settled in cash. During the year ended December 31, 2025, the Company repaid $93,800 of related party cash advances, and a receivable from APUS of $98,500 remained outstanding at December 31, 2025.
| 10 |
Note 6 STOCK-BASED COMPENSATION
Equity Incentive Plan
The Company participates in the APUS 2024 Equity Incentive Plan (the “Plan”), under which the Company may grant stock options, restricted stock units, and other equity awards to Company employees, directors, and consultants. As of December 31, 2025, 2,096,679 shares were authorized for issuance under the Plan, of which 1,096,679 shares were granted in the form of stock options, and 1,000,000 shares were issued to executives in the form of common stock. The Plan currently maintains 0 shares available for issuance.
Stock Option Activity
Number of Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (In Years) | ||||||||||
| Issued and outstanding, December 31, 2024 | 213,692 | $ | 7.33 | 4.45 | ||||||||
| Granted | 1,096,679 | $ | 1.94 | 9.70 | ||||||||
| Exercised | - | - | - | |||||||||
| Forfeited/Expired | - | - | - | |||||||||
| Options maintained by Directors of APUS | (75,120 | ) | $ | 2.26 | 9.71 | |||||||
| Issued and outstanding, December 31, 2025 | 1,235,251 | $ | 2.82 | 8.71 | ||||||||
| Exercisable at December 31, 2025 | 428,312 | $ | 4.59 | 6.93 | ||||||||
Company Stock-Based Compensation Expense
| Year Ended | Year Ended | |||||||
| 12/31/2025 | 12/31/2024 | |||||||
| Research and development | $ | 468,329 | $ | - | ||||
| General and administrative | 1,569,828 | - | ||||||
| Total stock-based compensation | $ | 2,038,157 | $ | - | ||||
As of December 31, 2025, total unrecognized compensation cost related to unvested awards was $ 967,792, which is expected to be recognized over a weighted-average period of 2.56 years.
Parent Awards to Company Employees
Certain equity awards of APUS have been granted to employees who are now employees of the Company. Because there is no recharge arrangement (an agreement under which the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees) between APUS and the Company, the Company recognizes stock-based compensation expense associated with these awards in its statement of operations over the requisite service period. Because APUS bears the cost of these awards and the Company is not required to reimburse APUS, the Company reflects a corresponding capital contribution from APUS within equity (additional paid-in capital). Accordingly, the stock-based compensation expense is recognized in full in the Company’s statement of operations, and the related capital contribution is recognized in equity; the capital contribution does not reduce or offset the expense recognized in the statement of operations.
| 11 |
Note 7 LEASES
Operating Lease
On December 12, 2025, the Company entered into an operating lease for office space located in San Diego California, United States. The lease has a term of 3 years, commencing on January 1, 2026, and expiring on December 31, 2028. The lease provides for monthly base rent of $5,940.90, subject to annual escalation of 3%. The Company’s incremental borrowing rate used to discount the lease liability was 5%.
As of December 31, 2025, the Company had made only the initial signing payment of $18,362. Remaining future lease payments had not yet commenced.
Balance Sheet Classification
Operating Lease
| December 31, 2025 | ||||
| Right-of-use asset, net | $ | 187,395 | ||
| Lease liability — current | $ | 39,578 | ||
| Lease liability — non-current | 129,454 | |||
| Total lease liability | $ | 169,032 | ||
Lease Cost
| Year Ended 12/31/2025 | ||||
| Operating lease cost | $ | - | ||
| Short-term lease cost | - | |||
| Total lease cost | $ | - |
Future Minimum Lease Payments
| Year Ending December 31, 2025 | Amount | |||
| 2026 | $ | 47,527 | ||
| 2027 | 67,310 | |||
| 2028 | 69,330 | |||
| Thereafter | - | |||
| Total undiscounted lease payments | 184,167 | |||
| Less: imputed interest | (15,135 | ) | ||
| Present value of lease liabilities | $ | 169,032 | ||
Supplemental Information
| Year Ended 12/31/2025 | ||||
| Cash paid for amounts included in lease liabilities | $ | - | ||
| Weighted-average remaining lease term (years) | 2.9 | |||
| Weighted-average discount rate | 5.0 | % | ||
| 12 |
Note 8 RELATED PARTY AND INTERCOMPANY TRANSACTIONS
Related Party Transactions
On March 21, 2025, APUS received $250,000 in loan proceeds from Inscobee Inc. (“Inscobee”), a majority stockholder of the APUS, pursuant to an unsecured promissory note maturing on December 31, 2026. This Note was assumed by APUS upon effectiveness of the Merger consummated December 1, 2025.
Note 9 INCOME TAXES
Income Tax Expense (Benefit)
For the year ended December 31, 2025, the Company will file a consolidated tax return with APUS. Both APUS and the Company recorded income tax expense (benefit) of $0 for the year ended December 31, 2025, due to the net operating loss recorded by both entities.
Effective Tax Rate Reconciliation
The APUS adopted Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation, including additional disaggregation requirements prescribed by the standards.
During 2025, the APUS elected accelerated amortization under the transition provisions of the One Big Beautiful Bill Act for previously capitalized domestic research and experimental expenditures. As a result of accelerating the deduction of the remaining $252,981 of capitalized costs, the related deferred tax asset was fully reversed during the year.
| For the years ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| U.S. Federal statutory tax rate | (140,961 | ) | 21.0 | % | $ | (291,898 | ) | 21.0 | % | |||||||
| State and local income tax, net of federal income tax effect | ||||||||||||||||
| New Jersey | (38,214 | ) | 4.9 | % | (62,529 | ) | 4.5 | % | ||||||||
| Valuation allowance | 38,214 | -4.9 | % | 62,529 | -4.5 | % | ||||||||||
| Changes in valuation allowances | 140,935 | -19.9 | % | 278,165 | -20.0 | % | ||||||||||
| Nontaxable or nondeductible items | ||||||||||||||||
| Accretion expense | - | - | 16,790 | -1.2 | % | |||||||||||
| Other | 26 | 0.0 | % | 172 | 0.0 | % | ||||||||||
| Other Adjustments | ||||||||||||||||
| Intangible true-up | - | -% | (3,228 | ) | 0.2 | % | ||||||||||
| Income tax | $ | - | 0.0 | % | $ | - | 0.0 | % | ||||||||
| 13 |
Deferred Tax Assets and Liabilities
Deferred tax attributes arising prior to the December 1, 2025 Merger will remain with APUS. The following table shows the composition of the deferred tax assets and liabilities reflected in the financial statements presented. The deferred tax assets and liabilities at December 31, 2025, are those relating solely to Lokahi.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net operating loss carry forwards | $ | 194,653 | $ | 741,321 | ||||
| Stock based compensation | - | 151,750 | ||||||
| Accruals | - | 182,509 | ||||||
| Capitalized research and development | - | 66,117 | ||||||
| Intangible assets | - | (824 | ) | |||||
| Fixed Assets | (14,495 | ) | - | |||||
| Right of use assets | (4,799 | ) | - | |||||
| Total deferred tax assets | 175,359 | - | ||||||
| 1,140,873 | ||||||||
| Valuation allowance | (175,359 | ) | (1,140,873 | ) | ||||
| Net deferred tax assets | $ | - | $ | - | ||||
Lokahi has cumulative federal net operating losses of $744,945 and state net operating losses of $744,495 which do not expire but are subject to an 80% utilization against future taxable income.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2025, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2025 and 2024. The Company did not recognize any interest or penalties during the 2025 fiscal year related to unrecognized tax benefits.
Note 10 COMMITMENTS AND CONTINGENCIES
License Agreement
On August 2, 2021, APUS entered into a business agreement with Apimeds Korea. Under the agreement, the APUS received the right to continue any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. APUS assigned its rights and obligations under this agreement to Lokahi. The Company will pay Apimeds Korea a royalty of 5% of the earnings before interest and taxes, delivered from the sale or license of LT-100 less any credits and charges, however, the royalty terms shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third party. On October 12, 2021, APUS entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of APUS. Under the agreement, the Company was granted the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America. The agreement commenced on the effective date and shall remain in force for each licensed product on a licensed product-by-licensed-product basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed patent. The total consideration exchanged for the exclusive license agreement was $1 Lokahi entered into a sub license agreement with APUS for the rights to sell the LT-100 in the United States of America.
| 14 |
Legal Proceedings
In connection with the merger consummated on December 1, 2025, Alto Opportunity Master Fund B (“Alto”) purchased a senior secured convertible note from Apimeds Pharmaceuticals US, Inc. (“APUS”) in the principal amount of $10.9 million in a private placement completed in connection with that transaction. The note is an obligation of APUS. Therefore, no amounts related to the note are reflected in the accompanying financial statements.
In August 2026, counsel to Alto contacted the Company’s legal counsel regarding settlement of the amounts owed by APUS under the note, asserting that the Company may bear responsibility for those amounts on the basis that the Company was formerly a subsidiary of APUS. Alto indicated that it intends to pursue litigation against APUS, the Company, certain of their respective current and former officers and directors, and other parties. Alto has not identified the specific legal or factual basis for any claim against the Company, has not asserted a specific amount sought from the Company, and has not commenced any legal proceedings against the Company as of the date these financial statements were available to be issued.
The Company is evaluating the matter with the assistance of legal counsel. Because no claim has been formally asserted against the Company and no specifics have been provided, the Company is unable to determine whether a loss is probable or to estimate the amount or range of any reasonably possible loss. Accordingly, no liability has been recorded with respect to this matter as of December 31, 2025, or December 31, 2024. Should litigation be commenced and successfully prosecuted against the Company, an unfavorable outcome could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
Future Commitments
During the year ended December 31, 2025, the Company entered into an agreement to accumulate a prepaid balance with its respective Clinical Research Organization, Prevail InfoWorks Inc, pertaining to future clinical trial execution. The total remaining obligation associated with this agreement is $1,065,405 as of December 31, 2025.
During the year ended December 31,2025 the Company entered into an agreement with Piramal Pharma Solutions, Inc. to manufacture clinical trial material for its lead Biopharmaceutical asset, Apitox.
Indemnification Agreements
The Company has entered into indemnification agreements with its directors and officers. Under these agreements, the Company may be required to indemnify its directors and officers against certain liabilities that may arise by reason of their status or service. The Company has not incurred material costs related to these indemnification provisions and has not accrued any liabilities related to such obligations as of December 31, 2025, or December 31, 2024.
Note 11 SUBSEQUENT EVENTS
The Company has evaluated subsequent events the date on which the financial statements were available to be issued.
| ● | On March 30, 2026, the Company issued a $1,000,000 secured promissory note (“The 2026 Promissory Note”) to Keren Eliyahu Charitable Trust. The 2026 Promissory Note bears a non-compounding return (“The Repayment Amount”) equivalent to one hundred and ten percent (110%) of the principal amount. The 2026 Promissory Note maintains a maturity date of May 15, 2026, upon which, the Repayment Amount of $1,100,000 shall be due. |
| 15 |
| ● | In May and June 2026, the Company issued additional secured Promissory notes to Keren Eliyahu Charitable Trust in an aggregate principal amount of $5,000,000. The aggregate amount due under these notes at June 30, 2026 was $6,100,000. | |
| ● | On July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (the “Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Lokahi Therapeutics, Inc., a Nevada corporation, Glucotrack Technologies Inc. (“Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions is referred to herein as the “Closing”. |
At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holder of any existing common stock of the Company (the “Existing Company Common Stock”): (i) each share of common stock of Merger Sub, issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and nonassessable share of common stock of the Company (the “Company Common Stock”); and (ii) each share of Existing Company Common Stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive a portion of the Merger Consideration (as defined below), consisting of (A) shares of common stock, par value $0.001 per share, of the Acquiror (the “Acquiror Common Stock”), such that the aggregate number of shares of Acquiror Common Stock issued to all holders of Existing Company Common Stock equals 19.99% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (B) shares of Series A convertible preferred stock, par value $0.001 per share of the Acquiror (the “Acquiror Preferred Stock”), with each holder of such shares receiving, for each share of Existing Company Common Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration, such that, immediately following the Effective Time, the holders of Existing Company Common Stock collectively hold, on a fully-diluted and as-converted to Acquiror Common Stock basis, 90.0% of the total issued and outstanding equity securities of the Acquiror calculated on a fully diluted basis (the “Company Allocation”); provided, however, that any dilution attributable to Bridge Shares (as defined in the Merger Agreement) and PIPE Shares (as defined in the Merger Agreement) shall be borne solely by the Company Allocation, such that Acquiror’s existing stockholders shall, in no event, hold less than 10.0% of the total issued and outstanding equity securities of the Acquiror on a fully diluted basis immediately following the Effective Time (the “Acquiror Stockholder Floor”). The shares of Acquiror Common Stock, Acquiror Preferred Stock, and Company Common Stock issued pursuant to the terms of the Merger Agreement are collectively referred to as the “Merger Consideration.
The Merger Consideration consisted of 1,311,200 shares of common stock and 785,334 shares of Series A convertible preferred stock of the Acquiror. Each share of Series A convertible preferred stock is convertible into 100 shares of common stock automatically upon stockholder approval and the approval of the Acquiror’s new listing application.
| 16 |
Exhibit 99.3
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc.
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to “we,” “us” or the “Company” refer to Lokahi Therapeutics, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto for the six months ended June 30, 2026. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Special Note Regarding Forward-Looking Statements
This MD&A includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this MD&A regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of Glucotrack’s Form 10-Q for the fiscal quarter ended June 30, 2026 filed with the SEC on August 14, 2026, which can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included as Exhibit 99.1 to the Form 8-K/A of which this exhibit forms a part. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
Lokahi Therapeutics, Inc. is a development-stage biopharmaceutical company incorporated in the State of Delaware and a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. Our primary focus is the clinical development of Apitox, a purified honeybee venom-based drug candidate being evaluated for the treatment of acute pain and inflammation associated with knee osteoarthritis.
Our Product Candidate
Our product candidate Apitox is a purified, pharmaceutical grade venom of the Apis mellifera, or honeybee, which is classified by the U.S Food and Drug Administration (“FDA”) as an active pharmaceutical ingredient. Apimeds Korea has developed a proprietary method and process of turning extracted bee venom into a lyophilized powder for reconstitution prior to intradermal dose injections, which they sell in South Korea as Apitoxin. Apimeds Korea has exclusively licensed to us all rights to develop, commercialize, market and sell Apitoxin as “Apitox” in the United States in exchange for a sales royalty.
The success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidate. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and operations. It is not possible to predict the outcome of future research and development activities.
Financial Results
Since inception, the Company has incurred significant operating losses. For the six months ended June 30, 2026 and 2025, the Company’s net loss was $8,098,087 and $ 3,064,590, respectively.
Liquidity and Capital Resources
As of June 30, 2026, the Company had an accumulated deficit of $8,799,232. The Company incurred a net loss of $8,098,087 for the six months ended June 30, 2026, and expects to continue to incur substantial losses in the future. As of June 30, 2026, the Company had cash and cash equivalents of $53,186 and a working capital deficit of $6,846,937. The Company has no committed source of additional financing and has historically relied on loans and advances from the Parent and other related parties and on short-term promissory notes to fund its operations. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to it or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
| As of | ||||||||||||
| June 30, 2026 | December 31, 2025 | Change | ||||||||||
| Total current assets | $ | 2,289,183 | $ | 5,889,259 | $ | (3,600,076 | ) | |||||
| Total current liabilities | 9,136,120 | 287,463 | 8,848,657 | |||||||||
| Working capital (deficit) | $ | (6,846,937 | ) | $ | 5,601,796 | $ | (12,448,733 | ) | ||||
Results of operations for the six months ended June 30, 2026, and 2025
Operating Expense
The following table sets forth the Company’s selected statements of operations data for the following periods:
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Operating expenses | ||||||||||||
| Research and development expenses | $ | 1,860,886 | $ | 651,784 | $ | 1,209,102 | ||||||
| General and administrative expenses | 4,097,726 | 2,376,488 | 1,721,238 | |||||||||
| Total operating expenses | 5,958,612 | 3,028,272 | 2,930,340 | |||||||||
| Total other income (expense) | (2,139,475 | ) | (36,318 | ) | (2,103,157 | ) | ||||||
| Net loss | $ | (8,098,087 | ) | $ | (3,064,590 | ) | $ | (5,033,497 | ) | |||
Revenues
For the six months ended June 30, 2026, and 2025, the Company had no revenue.
General and Administrative Expenses
General and administrative expenses were $4,097,726 for the six months ended June 30, 2026, compared to $2,376,488 in the same period of 2025, an increase of $1,721,238. The increase was primarily attributable to higher personnel and compensation costs, professional service fees and insurance as the Company expanded its operations, and includes $187,571 of stock-based compensation related to Parent awards held by Company employees.
Other income/ (expense)
Other expense were $2,139,475 for the six months ended June 30, 2026 compared to $36,318 in the same period of 2025, resulting in an increase of $2,126,211. The increase was principally the result of higher interest expense, including accretion of debt discount and issuance costs on the promissory notes issued during 2026, partially offset by an increase in interest income.
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Interest income | $ | 21,757 | $ | 15,250 | $ | 6,507 | ||||||
| Interest expense | (2,161,232 | ) | (61,086 | ) | (2,100,146 | ) | ||||||
| Change in FV of warrant liability | 9,518 | (9,518 | ) | |||||||||
| Total other income (expense) | $ | (2,139,475 | ) | $ | (36,318 | ) | $ | (2,103,157 | ) | |||
Net Loss
Net loss was $8,098,087 for the six months ended June 30, 2026, compared to a net loss of $3,064,590 in the same period of 2025, representing an increase in loss of $5,033,497. The increase was mainly due to the expansion of research and development activities, higher general and administrative expenses, and $2,161,232 of interest expense on the promissory notes issued during 2026.
Cash Flows
The following table presents selected financial information and statistics for each of the periods shown below:
| Six Months Ended | ||||||||||||
| June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Net cash used in operating activities | $ | (3,624,474 | ) | $ | (3,381,409 | ) | $ | (243,065 | ) | |||
| Net cash used in investing activities | 1,240,606 | (13,369 | ) | 1,253,975 | ||||||||
| Net cash provided by financing activities | 945,000 | 12,126,646 | 11,181,646 | |||||||||
| Net increase (decrease) in cash | $ | (1,438,868 | ) | $ | 8,731,868 | $ | (10,170,736 | ) | ||||
During the six months ended June 30, 2026, operating activities used approximately $3,624,474 of cash, compared to a reported net loss of $8,098,087. The difference is due in large part to non-cash charges consisting of $219,376 of stock-based compensation contributed by the Parent, $40,324 of depreciation and amortization, $1,206,233 of non-cash interest expense and $955,000 of accretion of debt discount and issuance costs. Changes in operating assets and liabilities provided $2,052,680, reflecting a $2,188,262 increase in accounts payable and accrued expenses, partially offset by a $127,945 increase in prepaid expenses and other current assets and a $7,637 decrease in operating lease liabilities.
Comparatively, during the six months ended June 30, 2026, operating activities used $3,381,409 of cash.
Investing activities
During the six months ended June 30, 2026 and 2025, investing activities provided approximately $1,240,606 and used $13,369, respectively. For the 2026 period, this consists of $2,000,000 received on the maturity of short-term investments, offset by $750,000 advanced under a loan receivable to a related party and $9,394 of purchases of furniture and fixtures.
Financing activities
During the six months ended June 30, 2026, financing activities provided approximately $945,000 of cash. This was attributable to $5,970,000 of proceeds from the issuance of notes payable, net of $30,000 of original issue discount withheld at funding, partially offset by $1,100,000 of principal repayments on notes payable, $925,000 of debt issuance costs paid, and a $3,000,000 payment made in connection with the settlement described in Note_4.
Comparatively, during the six months ended June 30, 2025, financing activities provided $12,126,646 of cash resulting primarily from $11,953,046 in proceeds from issuance of common stock in connection with IPO.
Contractual Obligations and Commitments
See Note 6 – Debt, and Note 8 – Commitments and Contingencies, of the notes to the Company’s financial statements as of and for the six months ended June 30, 2026, included as Exhibit 99.1 to the Form 8-K/A of which this exhibit forms a part, for further discussion of the Company’s commitments and contingencies.
Off-Balance Sheet Arrangements
The Company is not party to any off-balance sheet transactions. The Company has no guarantees or obligations other than those which arise out of normal business operations.
Critical Accounting Policies and Significant Judgments and Estimates
The Company’s management’s discussion and analysis of its financial condition and results of operations is based on its financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed financial statements requires the Company to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the balance sheet and the reported amounts of expenses during the reporting period. In accordance with U.S. GAAP, the Company evaluates its estimates and judgments on an ongoing basis. The most significant estimates relate to prepaid and accrued clinical development costs and stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experiences, and various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The Company defines its critical accounting policies as those accounting principles that require it to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on its financial condition and results of operations, as well as the specific manner in which the Company applies those principles. While its significant accounting policies are more fully described in Note 2 to its financial statements, the Company believes the following are the critical accounting policies used in the preparation of its unaudited condensed financial statements that require significant estimates and judgments.
Exhibit 99.4
unaudited pro forma financial information
On July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions is referred to herein as the “Closing”.
Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”) were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi became a direct wholly owned subsidiary of Glucotrack. At the Effective Time, all of the property, rights, privileges, powers and franchises of Lokahi and Merger Sub vested in Lokahi and all of the debts, liabilities and duties of Lokahi and Merger Sub became the debts, liabilities and duties of Lokahi. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined balance sheet gives effect to the merger between Glucotrack and Lokahi as if the transaction had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, and for the six months ended June 30, 2026, give effect to the transaction as if it had occurred on the first day of the respective periods presented.
The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical financial statements and related notes of Glucotrack and Lokahi as well as the other financial information included elsewhere in this filing. The pro forma adjustments reflected herein are based upon available information and assumptions that management believes are reasonable under the circumstances.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the transaction been completed on the dates assumed. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company following completion of the transaction.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2026
Glucotrack Historical | Lokahi Historical | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 3,455,000 | 4,097,726 | — | 7,552,726 | ||||||||||||
| Research and development expenses | 4,148,000 | 1,860,886 | — | 6,008,886 | ||||||||||||
| Total operating expenses | 7,603,000 | 5,958,612 | — | 13,561,612 | ||||||||||||
| Loss from operations | (7,603,000 | ) | (5,958,612 | ) | — | (13,561,612 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | — | (2,161,232 | ) | (737,564 | ) | (e) | (2,898,796 | ) | ||||||||
| Change in fair value of derivative liabilities | 1,000 | — | — | 1,000 | ||||||||||||
| Loss on issuance of convertible notes | — | — | (2,716,171 | ) | (f) | (2,716,171 | ) | |||||||||
| Other income (expense), net | (546,000 | ) | 21,757 | — | (524,243 | ) | ||||||||||
| Total other income (expense) | (545,000 | ) | (2,139,475 | ) | (3,453,735 | ) | (6,138,210 | ) | ||||||||
| Net loss | $ | (8,148,000 | ) | $ | (8,098,087 | ) | $ | (3,453,735 | ) | $ | (19,699,822 | ) | ||||
| Other comprehensive income: | ||||||||||||||||
| Foreign currency translation adjustment | 11,000 | — | — | 11,000 | ||||||||||||
| Comprehensive loss for the period | $ | (8,137,000 | ) | $ | (8,098,087 | ) | $ | (3,453,735 | ) | $ | (19,688,822 | ) | ||||
| Net loss per share – basic and diluted | (d) | $ | (4.38 | ) | ||||||||||||
| Weighted average common shares outstanding – basic and diluted | (d) | 4,492,761 | ||||||||||||||
(d) Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common stock issued in the Merger, deemed outstanding from January 1, 2026. The Series A convertible preferred stock is excluded as its effect would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
(e) Reflects pro forma interest expense on the Bridge Notes of $737,564, comprising the 8% simple coupon as if the Bridge Notes had been outstanding for the entire period ($228,205) and issuance costs of $509,359 expensed at closing.
(f) Reflects the nonrecurring day-one loss of $2,716,171 on the Bridge Financing, representing the excess of the fair value of the Bridge Notes ($6,436,867) and Bridge Warrants ($729,304) over the gross proceeds of $4,450,000.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025
Glucotrack Historical | Lokahi Historical | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 6,277,000 | 7,173,299 | — | 13,450,299 | ||||||||||||
| Research and development expenses | 9,813,000 | 1,632,416 | — | 11,445,416 | ||||||||||||
| Total operating expenses | 16,090,000 | 8,805,715 | — | 24,895,715 | ||||||||||||
| Loss from operations | (16,090,000 | ) | (8,805,715 | ) | — | (24,895,715 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | — | 36,030 | — | 36,030 | ||||||||||||
| Change in fair value of derivative and warrant liabilities | (3,267,000 | ) | 22,377 | — | (3,244,623 | ) | ||||||||||
| Other income (expense), net | 26,000 | — | — | 26,000 | ||||||||||||
| Finance income (expense), net | (57,000 | ) | — | — | (57,000 | ) | ||||||||||
| Total other income (expense) | (3,298,000 | ) | 58,407 | — | (3,239,593 | ) | ||||||||||
| Net loss | $ | (19,388,000 | ) | $ | (8,747,308 | ) | $ | — | $ | (28,135,308 | ) | |||||
| Net loss per share – basic and diluted | (d) | $ | (15.80 | ) | ||||||||||||
| Weighted average common shares outstanding – basic and diluted | (d) | 1,780,936 | ||||||||||||||
(d) Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common stock issued in the Merger, deemed outstanding from January 1, 2025. The Series A convertible preferred stock is excluded as its effect would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026
Glucotrack Historical | Lokahi Historical | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 1,124,000 | $ | 53,186 | $ | 9,440,641 | (e)(f)(g) | $ | 10,617,827 | |||||||
| Prepaid expenses | — | 2,235,997 | — | 2,235,997 | ||||||||||||
| Other current assets | 257,000 | — | — | 257,000 | ||||||||||||
| Total current assets | 1,381,000 | 2,289,183 | 9,440,641 | 13,110,824 | ||||||||||||
| Operating lease right-of-use asset, net | 19,000 | 156,162 | — | 175,162 | ||||||||||||
| Property and equipment, net | 95,000 | 51,929 | — | 146,929 | ||||||||||||
| In-process research and development and other identified intangible assets | — | — | 25,400,000 | (a) | 25,400,000 | |||||||||||
| Goodwill | — | — | 13,540,719 | (a) | 13,540,719 | |||||||||||
| Total assets | $ | 1,495,000 | $ | 2,497,274 | $ | 48,381,360 | $ | 50,373,634 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 1,116,000 | $ | 2,436,147 | $ | — | $ | 3,552,147 | ||||||||
| Accrued interest | — | 1,140,350 | — | 1,140,350 | ||||||||||||
| Notes payable – related party | — | 500,100 | — | 500,100 | ||||||||||||
| Notes payable, net | 1,692,000 | 5,000,000 | — | 6,692,000 | ||||||||||||
| Convertible notes at fair value | — | — | 11,738,734 | (e)(f) | 11,738,734 | |||||||||||
| Operating lease liability | 19,000 | 59,523 | — | 78,523 | ||||||||||||
| Other current liabilities | 161,000 | — | — | 161,000 | ||||||||||||
| Total current liabilities | 2,988,000 | 9,136,120 | 11,738,734 | 23,862,854 | ||||||||||||
| Long-term portion of operating lease liability | 101,873 | — | 101,872 | |||||||||||||
| Loans from stockholders | 248,000 | — | — | 248,000 | ||||||||||||
| Warrant liability | — | — | 1,090,165 | (e)(f) | 1,090,165 | |||||||||||
| Total liabilities | 3,236,000 | 9,237,993 | 12,828,899 | 25,302,892 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||||
| Series A convertible preferred stock, $0.001 par value | — | — | 695 | (b) | 695 | |||||||||||
| Common stock | 6,000 | 1,000 | 160 | (b)(c) | 7,160 | |||||||||||
| Additional paid-in capital | 158,187,000 | 2,057,513 | 32,140,632 | (b)(c) | 192,385,145 | |||||||||||
| Accumulated other comprehensive income | 52,000 | — | — | 52,000 | ||||||||||||
| Accumulated deficit | (159,986,000 | ) | (8,799,232 | ) | 3,410,974 | (c)(e)(f)(g) | (165,374,258 | ) | ||||||||
| Total stockholders’ equity | (1,741,000 | ) | (6,740,719 | ) | 35,552,461 | 27,070,742 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 1,495,000 | $ | 2,497,274 | $ | 48,381,360 | $ | 52,373,634 | ||||||||
(a) Represents the preliminary purchase price allocation for the Merger, reflecting the recognition of $25,400,000 of in-process research and development and other identified intangible assets and $13,540,719 of goodwill of Lokahi. See Note 2.
(b) Represents the fair value of the common stock and Series A convertible preferred stock issued to former Lokahi stockholders as merger consideration. See Note 2.
(c) Represents the elimination of the historical equity of Lokahi (common stock, additional paid-in capital and accumulated deficit).
(d) The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30, 2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.
(e) Represents the Bridge Financing described in Note 3: net cash proceeds of $3,940,641, with the Bridge Notes recorded at fair value of $6,436,867, the liability-classified Bridge Warrants recorded at fair value of $729,304, and the related day-one loss of $2,716,171 and issuance costs of $509,359 charged to accumulated deficit.
(f) Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related day-one loss of $2,162,728 charged to accumulated deficit.
(g) Represents the Interim PIPE described in note 3. $2,000,000 gross proceeds issued in prefunded warrants at $0.75 per share.
notes to the unaudited pro forma financial information
Note 1 Basis of Presentation
The unaudited condensed combined pro forma financial information has been prepared to illustrate the effect of the merger between Glucotrack and Lokahi which closed on July 14, 2026 (the “Acquisition Date”). The merger is accounted for as an acquisition of Lokahi by Glucotrack using the acquisition method. Accordingly, the assets and liabilities of Lokahi are remeasured at fair value at the Acquisition Date. The unaudited condensed combined balance sheet assumes the merger closed on June 30, 2026. The unaudited condensed combined statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of the respective year.
This unaudited condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and has been condensed. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted. This unaudited condensed combined pro forma financial information should be read in conjunction with the audited and unaudited financial statements of Glucotrack and Lokahi included elsewhere.
Note 2 Acquisition Accounting
Each share of common stock of Lokahi issued and outstanding prior to the merger was entitled to receive a proportionate share of the merger consideration consisting of (A) shares of common stock of Glucotrack equal to an aggregate of 19.99% of the total number of shares Glucotrack common stock issued and outstanding immediately prior to the merger and (B) shares of Series A convertible preferred stock, par value $0.001 per share of Glucotrack such that the holders of existing Lokahi stock collectively hold 90% of the total issued and outstanding equity of Glucotrack. The consideration was valued using the closing price of Glucotrack common stock on July 14, 2026, of $0.4174 on an as-if-converted basis for the Series A preferred stock. The total equivalent number of common shares to be issued was 79,844,607. The aggregate value of the consideration transferred was $32,200,000.
The purchase price was allocated to the fair value of the Lokahi assets acquired, including identified intangible assets, and the liabilities assumed as follows:
| Current assets | $ | 2,289,183 | ||
| Property, equipment and assets under operating leases | 208,091 | |||
| In-process research and development and other identified intangible assets | 25,400,000 | |||
| Goodwill | 13,540,719 | |||
| Less liabilities assumed | (9,237,993 | ) | ||
| Fair value of net assets acquired | $ | 32,200,000 | ||
| Total common equivalent shares issued | 79,844,607 | |||
| Quoted price of Glucotrack common stock | $ | 0.4174 | ||
| Fair value of consideration transferred | $ | 32,200,000 |
Note 3 Financing transactions
In connection with the Merger, Glucotrack entered into a securities purchase agreement, dated July 14, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”), pursuant to which Glucotrack agreed to issue senior secured convertible promissory notes for gross proceeds of approximately $4.45 million (the “ Bridge Notes”) and common stock purchase warrants (the “Bridge Warrants” and, together with the Notes, the “Bridge Securities”) (such transactions, the “Bridge Financing”). $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641). Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit.
On August 4, 2026, Glucotrack issued additional senior secured convertible promissory notes with an aggregate face amount of $4,487,180 and additional common stock purchase warrants to select investors pursuant to the Purchase Agreement, for gross proceeds of $3,500,000 (22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. The additional notes were recorded at fair value of $5,301,867 using the fair value option and the liability-classified additional warrants at fair value of $360,861; the related day-one loss of $2,162,728 was charged to accumulated deficit. The senior secured convertible promissory notes were accompanied by an additional equity financing of $2,000,000 (“the Interim PIPE”). The interim PIPE consisted of $2,000,000 in proceeds received by the Company issued at the premium price of $0.75 per share. As consideration the Company issued 2,666,667 pre-funded- warrants to the investor.
On July 14, 2026, Glucotrack entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor, pursuant to which Glucotrack has the right, but not the obligation, to require the investor to purchase, from time to time over a three-year period, up to $50,000,000 of shares of Glucotrack Common Stock , subject to certain limitations and conditions set forth in the ELOC Purchase Agreement. Glucotrack has not sold any shares pursuant to the ELOC Purchase Agreement.
Note 4 Pro Forma Adjustments
The pro forma adjustments reflected on condensed combined balance sheet on June 30, 2026 show the elimination of Lokahi’s historical equity balances, the issuance of the merger consideration, the purchase price allocation and the bridge financings. The following pro forma adjustments to the June 30, 2026 balance sheet assume the merger transactions closed on June 30, 2026.
| A. | Preliminary purchase price allocation reflecting in-process research and development and other identified intangible assets of $25,400,000 and goodwill of $13,540,719 | |
| B. | Fair value of common stock and Series A convertible preferred stock issued to former Lokahi stockholders. | |
| C. | Elimination of the historical equity of Lokahi. | |
| D. | The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30, 2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values. | |
| E. | Reflect the Bridge financing of $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641). Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit. Also reflects the follow-on bridge financing of $4,487,180 face senior secured convertible notes and freestanding warrants issued 8/4/2026 for gross proceeds of $3,500,000 (22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. Notes recorded at fair value of $5,301,867 using the fair value option. Liability-classified warrants at fair value of $360,861; day-one loss of $2,162,728 charged to accumulated deficit. | |
| F. | Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related day-one loss of $2,162,728 charged to accumulated deficit. | |
| G. | Represents the Interim PIPE described in note 3. $2,000,000 gross proceeds issued in prefunded warrants at $0.75 per share. |
Note 5 Earnings Per Share (EPS)
Pro forma earnings per share is calculated using the weighted-average number of shares outstanding, giving effect to the exchange ratio established in the Merger Agreement. In accordance with reverse acquisition guidance, the number of shares used to calculate historical EPS has been retroactively recast to reflect the 90% ownership stake held by former Lokahi shareholders. This ensures that the earnings per share data is comparable across all periods presented and reflects the impact of the shares retained by Glucotrack shareholders and the shares issued in the Merger as if those shares were outstanding throughout the entire duration of the periods reported.