Jupiter Neurosciences, Inc 10-K for FY2025

Jupiter Neurosciences, Inc. (JUNS)

10-K 2026-04-01 For: 2025-12-31

Added on April 05, 2026

About this 10-K

Jupiter Neurosciences, Inc filed this 10-K on April 1, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $21.8K
Net loss: $8.64M; compared with a net loss of $2.44M a year earlier
Diluted EPS: -$0.25; compared with -$0.08 a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		JUNS		The Nasdaq Capital Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Part I

Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	69
Item 1C.	Cybersecurity	69
Item 2.	Properties	70
Item 3.	Legal Proceedings	70
Item 4.	Mine Safety Disclosures	70

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	71
Item 6.	[Reserved]	72
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	81
Item 8.	Financial Statements and Supplementary Data	82
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	82
Item 9A.	Controls and Procedures	82
Item 9B.	Other Information	83
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	83

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	83
Item 11.	Executive Compensation	89
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	101
Item 13.	Certain Relationships and Related Transactions, and Director Independence	103
Item 14.	Principal Accountant Fees and Services	105

Part IV

Item 15.	Exhibit and Financial Statement Schedules	106
Item 16.	Form 10-K Summary	109

	Signatures	110

	●	Our substantial amount of indebtedness associated with the convertible promissory notes issued in connection with the Standby Equity Purchase Agreement may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
	●	Low trading volume in our common stock may limit or prevent our ability to draw on the Standby Equity Purchase Agreement to pay down the convertible promissory notes.
	●	We have not generated meaningful revenue from product sales to date, have incurred significant net losses since our inception, and expect to continue to incur significant net losses for the foreseeable future;
	●	Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.
	●	We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization efforts.
	●	Raising additional capital may cause substantial dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
	●	Our business and future prospects with the Nugevia brand and our pharmaceutical products are significantly dependent on our exclusive, worldwide license agreement with Aquanova. Any adverse development related to this license agreement could materially and adversely affect our operations, financial condition, and results of operations.
	●	Clinical drug development involves a lengthy and expensive process with an uncertain outcome. The clinical trials of our product candidate may not demonstrate safety and efficacy to the satisfaction of the FDA, EMA or other comparable foreign regulatory authorities or otherwise produce positive results and the results of preclinical studies and early clinical trials may not be predictive of future results. We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates.
	●	We have limited resources and are currently focusing the majority of our efforts on developing JOTROL™ for particular indications. As a result, we may fail to capitalize on other indications or product candidates that may ultimately have proven to be more profitable.
	●	We face significant competition and if our competitors develop and market technologies or products more rapidly than we do or that are more effective, safer or less expensive than the products we develop, our commercial opportunities will be negatively impacted.

	●	We may not be successful in our efforts to develop our proprietary drug delivery platform, JOTROL™, to build a pipeline of indications.
	●	The FDA, EMA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction.
	●	We may face difficulties from changes to current regulations and future legislation.
	●	Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees.
	●	The Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities.
	●	The price of our common stock could be subject to rapid and substantial volatility. A “short squeeze” due to a sudden increase in demand for shares of our common stock could lead to extreme price volatility in shares of our common stock. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading; and
	●	Other risks and uncertainties, including those listed under the captions “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

●	Nugevia GLO (“GLO”), which helps promote and support cellular functions and skin vitality;
●	Nugevia MND (“MND”), which supports cognitive resilience; and
●	Nugevia PWR (“PWR”), which helps support mitochondrial function, which is a key for sustained growth and performance.

	1.	Preclinical studies conducted at University of Miami in MPS-I mice results showed that a high dose of resveratrol increased the alpha-L-iduronidase which is the critical enzyme that is too low in these patients.
	2.	IND application for Phase I study was approved by the FDA.
	3.	Final study details and start to be determined by consultation with the FDA and supportive additional financing.

	i.	Improvement in 6-minute walk distance
	ii.	Forced vital capacity
	iii.	Biomarkers, such as alpha-L-iduronidase levels
	iv.	MPS-I validated pain survey

●	Based upon available scientific literature, it appears that resveratrol is an activator of SIRT1, one of the mammalian forms of the sirtuin family of proteins. SIRT1 deacetylates histones and nonhistone proteins including transcription factors. The SIRT1-regulated pathway affects metabolism, stress resistance, cell survival, cellular senescence, inflammation/immune function, endothelial functions, and circadian rhythms. Resveratrol has been documented in scientific literature to activate SIRT1, NrF2, NLR3P inflammasomes and have an epigenetic mechanism and therefore is predicted to benefit diseases affected by abnormal metabolic control, inflammation, and cell cycle defects. Nonetheless, resveratrol application is a major challenge, due to its poor solubility and bioavailability, as well as severe gastro-intestinal side effects when taken at high dose levels (over 2,000 mg daily). In this context, studies have proposed that structural changes in the resveratrol molecule, including glycosylation, alkylation, halogenation, hydroxylation, methylation, and prenylation could lead to the development of derivatives with enhanced bioavailability and pharmacological activity. Resveratrol has never been developed with all the necessary steps to achieve an approval as a pharmaceutical product because of severe gastro-intestinal side effects. This means that we need to take JOTROL™ through the full regulatory NDA requirement to obtain marketing approval. We were able to receive, through a confidential agreement from a major pharmaceutical company, chronic toxicology studies performed with resveratrol, in two different species, that was referenced in our approved Phase I IND application submitted to the FDA. The study was conducted by Charles River Laboratories.

●	Possible out-licensing for Asian markets is being considered as it may reduce risk and cost of product development in those markets that requires confirming trials in an Asian population, while generating income through milestones and royalty agreements, see “—Asian Business Development Activities” regarding further developments and strategy in the Asian market.

	1.	Show superior effectiveness, effect on serious outcomes or improved effect on serious outcomes;
	2.	Avoid serious side effects of the available therapy;
	3.	Decrease clinically significant toxicity of an available therapy that is common and causes discontinuation of treatment; and
	4.	Address an emerging or anticipated public health need

Product Name	Focus Area	Target Consumer Benefit

GLO	Skin beauty	Support skin beauty and healthy appearance

MND	Cognitive performance	Support mental clarity, cognitive resilience

PWR	Mitochondrial and physical health	Maintain energy, endurance, muscle recovery

	●	Our substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
	●	Low trading volume in our common stock may limit or prevent our ability to draw on the Standby Equity Purchase Agreement to pay down the convertible promissory notes.
	●	We have not generated any meaningful revenue from product sales to date, have incurred significant net losses since our inception, and expect to continue to incur significant net losses for the foreseeable future;
	●	Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.
	●	We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization efforts.
	●	Raising additional capital may cause substantial dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
	●	The actual number of shares of common stock we will issue pursuant to the SEPA, if not terminated and if and when available, at any one time or in total, is uncertain.
	●	Our business and future prospects with the Nugevia brand and our pharmaceutical products are significantly dependent on our exclusive, worldwide license agreement with Aquanova. Any adverse development related to this license agreement could materially and adversely affect our operations, financial condition, and results of operations.
	●	We have entered into Service Agreements with the Asian Partners with respect to services to be provided by the Asian Partners to us in Asia for the clinical development of JOTROL™ in the Southeast Asian territory immediately following the completion of the initial public offering; the shares issued by us in advance for the specific services could have a material negative impact on our business, financial condition and operating results in case the Asian Partners’ will not perform the services per the agreements.
	●	We entered into a Strategic Service Agreement with DOMINANT TREASURE HEALTH COMPANY LIMITED with respect to strategic services in Asia, the fees paid by the Company pursuant to which, are non-refundable and not tied to any milestones or performance, and the foregoing nature of such fees, could have a material negative impact on our business, financial condition and operating results.
	●	We have limited resources and are currently focusing the majority of our efforts on developing JOTROL™ for particular indications. As a result, we may fail to capitalize on other indications or product candidates that may ultimately have proven to be more profitable.
	●	We face significant competition and if our competitors develop and market technologies or products more rapidly than we do or that are more effective, safer or less expensive than the products we develop, our commercial opportunities will be negatively impacted.
	●	We may not be successful in our efforts to develop our proprietary drug delivery platform, JOTROL™, to build a pipeline of indications.
	●	The FDA, EMA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction.
	●	We may face difficulties from changes to current regulations and future legislation.
	●	Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees; and
	●	The Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities.

	●	make it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the debt instruments;

	●	make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

	●	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
	●	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

	●	place us at a competitive disadvantage compared to our competitors that have less debt; and

	●	limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes.

	●	the successful and timely completion of our clinical trials of JOTROL™;

	●	the initiation and successful patient enrollment and completion of additional clinical trials of JOTROL™ on a timely basis;

	●	maintaining and establishing relationships with CROs and clinical sites for the clinical development of JOTROL™;

	●	the frequency and severity of adverse events in clinical trials;

	●	demonstrating efficacy, safety and tolerability profiles that are satisfactory to the FDA, EMA or any comparable foreign regulatory authority for marketing approval;

	●	the timely receipt of any marketing approvals for JOTROL™ from applicable regulatory authorities;

	●	the extent of any required post-marketing approval commitments to applicable regulatory authorities;

	●	the maintenance of existing or the establishment of new supply arrangements with third-party drug product suppliers and manufacturers for clinical development and, if approved, commercialization of JOTROL™;

	●	obtaining and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

	●	protecting our rights in our intellectual property portfolio;

	●	our ability to expand JOTROL™ into multiple indications;

	●	our ability to find partners handling all aspects of commercialization;

	●	the successful launch of commercial sales following any marketing approval;

	●	a continued acceptable safety profile following any marketing approval;

	●	the actual market-size, ability to identify patients and the demographics of patients eligible for our product candidates, which may be different than expected;

	●	commercial acceptance by patients, the medical community and third-party payors, particularly since the product candidates we develop may be novel; and

	●	our ability to compete with other therapies.

	●	generating sufficient data to support the initiation or continuation of clinical trials;

	●	obtaining regulatory permission to initiate clinical trials;

	●	contracting with the necessary parties to conduct clinical trials;

	●	successful enrollment of patients in, and the completion of, clinical trials on a timely basis;

	●	the timely manufacture of sufficient quantities of a product candidate for use in clinical trials; and

	●	adverse events in clinical trials.

	●	receipt of feedback from regulatory authorities that requires us to modify the design of our clinical trials;

	●	clinical trial observations or results that require us to modify the design of our clinical trials;

	●	negative or inconclusive clinical trial results that may require us to conduct additional clinical trials or abandon certain drug development programs;

	●	obtaining approval from one or more institutional review boards (IRB);

	●	the number of patients required for clinical trials being larger than anticipated, enrollment in these clinical trials being slower than anticipated or participants dropping out of these clinical trials at a higher rate than anticipated;

	●	any failure or delay in reaching an agreement with CROs and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

	●	the suspension or termination of our clinical trials for various reasons, including non-compliance with regulatory requirements or a finding that our product candidates have undesirable side effects or other unexpected characteristics or risks;

	●	changes to clinical trial protocol;

	●	clinical sites deviating from trial protocol or dropping out of a trial;

	●	the cost of clinical trials of our product candidates being greater than anticipated;

	●	the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates being insufficient or inadequate;

	●	subjects experiencing severe or unexpected drug-related adverse selection of clinical end points that require prolonged periods of clinical observation or analysis of the resulting data;

	●	a facility manufacturing our product candidates or any of their components being ordered by the FDA or comparable foreign regulatory authorities to temporarily or permanently shut down due to violations of current good manufacturing practice (cGMPs), regulations or other applicable requirements, or infections or cross-contaminations of product candidates in the manufacturing process;

	●	any changes to our manufacturing process that may be necessary or desired;

	●	third-party clinical investigators losing the licenses or permits necessary to perform our clinical trials, not performing our clinical trials on our anticipated schedule or consistent with the clinical trial protocol, good clinical practices (GCP) or other regulatory requirements;

	●	third-party contractors not performing data collection or analysis in a timely or accurate manner;

	●	third-party contractors becoming debarred or suspended or otherwise penalized by the FDA or other government or regulatory authorities for violations of regulatory requirements, in which case we may need to find a substitute contractor, and we may not be able to use some or all of the data produced by such contractors in support of our marketing applications; and

	●	regulators revising the requirements for approving our product candidates.

	●	size and nature of the patient population;

	●	perceived risks and benefits of novel, unproven approaches;

	●	severity of the disease under investigation;

	●	availability and efficacy of approved drugs for the disease under investigation;

	●	patient eligibility criteria for the trial in question as defined in the protocol;

	●	perceived risks and benefits of the product candidates under study;

	●	clinicians’ and patients’ perceptions as to the potential advantages of the product candidates being studied in relation to other available therapies, including any new products that may be approved or other product candidates being investigated for the indications we are investigating;

	●	patient referral practices of physicians;

	●	the ability to monitor patients adequately during and after treatment;

	●	the activities of KOLs and patient advocacy groups;

	●	proximity and availability of clinical trial sites for prospective patients; and

	●	the risk that patients enrolled in clinical trials will drop out of the trials before completion or, because they may have an advanced disease, will not survive the full terms of the clinical trials.

	●	the efficacy and safety profile as demonstrated in clinical trials compared to alternative treatments;

	●	the timing of market introduction of the product candidates as well as competitive products;

	●	the clinical indications for which a product candidate is approved;

	●	restrictions on the use of product candidates in the labeling approved by regulatory authorities, such as boxed warnings or contraindications in labeling, or a risk evaluation and mitigation strategy, if any, which may not be required of alternative treatments and competitor products;

	●	the potential and perceived advantages of our product candidates over alternative treatments;

	●	the cost of treatment in relation to alternative treatments;

	●	the availability of an approved product candidate for use as a combination therapy;

	●	relative convenience and ease of administration;

	●	the willingness of the target patient population or their caregivers to try new therapies and of physicians to prescribe these therapies;

	●	the availability of coverage and adequate reimbursement by third-party payors, including government authorities;

	●	patients’ willingness to pay for these therapies in the absence of such coverage and adequate reimbursement;

	●	the effectiveness of sales and marketing efforts;

	●	support from KOLs and patient advocacy groups;

	●	unfavorable publicity relating to our product candidates; and

	●	the approval of other new therapies for the same indications.

	●	delays in the development of our product candidates;

	●	FDA, EMA or other regulatory authority investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs;

	●	decreased or interrupted demand for our products;
	●	injury to our reputation;

	●	withdrawal of clinical trial participants and inability to continue clinical trials;

	●	initiation of investigations by regulators;

	●	costs to defend the related litigation;

	●	a diversion of management’s time and our resources;

	●	substantial monetary awards to trial participants or patients;

	●	product recalls, withdrawals or labeling, marketing, or promotional restrictions;

	●	loss of revenue;

	●	exhaustion of any available insurance and our capital resources; and

	●	the inability to commercialize any products.

	●	the FDA, EMA or other comparable foreign regulatory authorities may disagree with the design, size, conduct, implementation or results of our clinical trials;

	●	the FDA, EMA or other comparable foreign regulatory authorities may determine that our product candidates are not safe and effective, are only moderately effective or have undesirable or unintended side effects, toxicities or other characteristics that preclude our obtaining marketing approval or prevent or limit commercial use;

	●	the population studied in the clinical trial may not be sufficiently broad or representative to assure efficacy and safety in the full population for which we seek approval;

	●	the FDA, EMA or other comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

	●	we may be unable to demonstrate to the FDA, EMA or other comparable foreign regulatory authorities that our product candidate’s risk-benefit ratio for its proposed indication is acceptable;

	●	the FDA, EMA or other comparable foreign regulatory authorities may conclude that our API or finished products do not meet all applicable standards of identity, strength, quality, and purity

	●	the FDA, EMA or other comparable foreign regulatory authorities may fail to approve the manufacturing processes, test procedures and specifications or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

	●	the approval policies or regulations of the FDA, EMA or other comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

	●	restrictions on the products, manufacturers or manufacturing process;

	●	warning or untitled letters;

	●	civil and criminal penalties;

	●	injunctions;

	●	suspension or withdrawal of regulatory approvals, or debarment;

	●	product seizures, detentions, import refusals, or import alerts;

	●	voluntary or mandatory product recalls and publicity requirements;

	●	total or partial suspension of production; and

	●	imposition of restrictions on operations, including costly new manufacturing requirements.

	●	the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid;

	●	the federal false claims laws, including the civil False Claims Act, which can be enforced by private citizens through civil whistleblower or qui tam actions, and civil monetary penalties laws, prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

	●	the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), prohibits, among other things, executing or attempting to execute a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

	●	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) and their implementing regulations, also imposes obligations, including mandatory contractual terms, on covered entities, which are health plans, healthcare clearinghouses, and certain health care providers, as those terms are defined by HIPAA, and their respective business associates and their subcontractors, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

	●	the federal Physician Payments Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to annually report to CMS information regarding payments and other transfers of value to physicians, defined to include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals as well as information regarding ownership and investment interests held by physicians and their immediate family members. Beginning in 2022, reporting obligations with respect to covered recipients will be expanded to include physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists and anesthesiologist assistants, and certified nurse midwives for payments and transfers of value made during the previous year; and

	●	analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance regulations promulgated by the federal government and may require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures, or drug pricing; state and local laws that require the registration of pharmaceutical sales and medical representatives; state laws that govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

	●	identifying, recruiting, integrating, maintaining and motivating additional employees;

	●	managing our internal development efforts effectively, including the clinical, FDA, EMA and other comparable foreign regulatory agencies’ review process for JOTROL™ and any other product candidates, while complying with any contractual obligations to contractors and other third parties we may have; and

	●	improving our operational, financial and management controls, reporting systems and procedures.

	●	result in costly litigation that may cause negative publicity;

	●	divert the time and attention of our technical personnel and management;

	●	cause development delays;

	●	prevent us from commercializing any of our product candidates until the asserted patent expires or is held finally invalid or not infringed in a court of law;

	●	require us to develop non-infringing technology, which may not be possible on a cost-effective basis;

	●	subject us to significant liability to third parties; or

	●	require us to enter into royalty or licensing agreements, which may not be available on commercially reasonable terms, or at all, or which might be non-exclusive, which could result in our competitors gaining access to the same technology.

	●	risk assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader enterprise information technology environment;
	●	a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;
	●	cybersecurity awareness and spear-phishing resistance training of our employees, and senior management;
	●	a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
	●	a vendor management policy for service providers.

	●	the scope, rate of progress and costs of our drug delivery, preclinical development activities, laboratory testing and clinical trials for our drug candidate;

	●	the number and scope of clinical programs we decide to pursue;

	●	the scope and costs of manufacturing development and commercial manufacturing activities;

	●	the extent to which we acquire or in-license other drug candidate and technologies;

	●	the cost, timing and outcome of regulatory review of our drug candidate;

	●	the cost and timing of establishing sales and marketing capabilities, if our drug candidate receives marketing approval;

	●	the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;

	●	our ability to establish and maintain collaborations on favorable terms, if at all;

	●	our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our drug candidate;

	●	the costs associated with being a public company; and

	●	the cost associated with commercializing our drug candidate, if it receives marketing approval.

	Fiscal Years Ended December 31,
	2025			2024
Net cash used in operating activities	$	(5,413,736	)	$	(3,911,004	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities	$	5,433,568		$	7,652,036
Net increase (decrease) in cash	$	19,832		$	3,741,032
Cash - beginning of the period	$	3,769,510		$	28,478
Cash - end of the period	$	3,789,342		$	3,769,510

Lease Period	Annual Fixed Rent
6/1/2021-5/31/2022	$	45,396
6/1/2022-5/31/2023	$	46,758
6/1/2023-5/31/2024	$	48,158
6/1/2024-5/31/2025	$	49,608
6/ l/2025-5/31/2026	$	51,096

Name	Age	Position
*Executive Officers and Directors:*
Christer Rosén	74	Chairman of Board, Chief Executive Officer and Director
Saleem Elmasri	40	Chief Financial Officer and Secretary
Marshall Hayward, Ph.D.	71	Chief Scientific Officer and Director
Alexander Rosén	35	Chief Administrative Officer
Alison D. Silva	47	President, Chief Business Officer, and Director
Nicholas H. Hemmerly	43	Independent Director
Julie Kampf	64	Independent Director
Allison W. Brady	55	Independent Director
Holger Weis	63	Independent Director

	●	approve and retain the independent auditors to conduct the annual audit of our financial statements;
	●	review the proposed scope and results of the audit;
	●	review and pre-approve audit and non-audit fees and services;
	●	review accounting and financial controls with the independent auditors and our financial and accounting staff;
	●	review and approve transactions between us and our directors, officers and affiliates;
	●	recognize and prevent prohibited non-audit services;
	●	establish procedures for complaints received by us regarding accounting matters; and
	●	oversee internal audit functions, if any.

	●	review and determine the compensation arrangements for management;
	●	establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;
	●	administer our incentive compensation and benefit plans and purchase plans;
	●	oversee the evaluation of the Board of Directors and management; and
	●	review the independence of any compensation advisers.

	●	identifying individuals qualified to become board members and recommending director;
	●	nominees and board members for committee membership;
	●	developing and recommending to our board corporate governance guidelines;
	●	review and determine the compensation arrangements for directors; and
	●	overseeing the evaluation of our board of directors and its committees and management.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)(1)			Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)

Christer Rosén		2025		441,000		210,000		-		-			-		-		20,407	⁽²⁾	$	671,407
Chief Executive Officer		2024		134,750		-		-		-			-		-		19,326	⁽²⁾	$	154,076

Saleem Elmasri		2025		240,000		72,000		-		102,128	⁽³⁾		-		-		-		$	414,128
Chief Financial Officer		2024		127,006		-		-		-			-		-		-		$	127,006

Marshall Hayward		2025		176,400		50,000		-		-			-		-		16,145	⁽⁴⁾	$	242,445
Chief Scientific Officer		2024		107,800		-		-		-			-		-		-		$	107,800

Alexander Rosén		2025		252,000		72,000		-		-			-		-		15,665	⁽⁴⁾	$	339,665
Chief Administration Officer		2024		77,000		-		-		-			-		-		26,655	⁽⁴⁾	$	103,655

Alison Silva		2025		315,000		45,000		-		255,320	⁽³⁾		-		-		16,779	⁽⁵⁾	$	632,099
Chief Business Officer and President		2024		96,250		-		-		-			-		-		42,294	⁽⁵⁾	$	138,544

	●	The nature, responsibilities and duties of the officer’s position;

	●	The officer’s expertise, demonstrated leadership ability and prior performance;

	●	The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and