10-K - NSTM - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025	Commission file number: 001-14332

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

NOVELSTEM

INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Florida	65-0385686
State<br> or other jurisdiction of	(I.R.S.<br> Employer
incorporation<br> or organization	Identification<br> No.)
7740<br> Cavern Lane Suite 100, Parkland FL	33067
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code (410) 598-9024

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None

Securities

registered pursuant to section 12(g) of the Act:

Common<br> Stock, par value $0.01 per share
(Title<br> of Class)

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

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

Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As

of the last day of the second fiscal quarter of 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $1,275,000 based on the closing sale price on that date as reported on the OTCQB marketplace. As of March 25, 2026, there were 49,332,455 shares of Common Stock, $0.01 par value per share, outstanding.

DOCUMENTS

INCORPORATED BY REFERENCE

None

TABLE

OF CONTENTS

		PAGE
PART I
Item<br> 1.	BUSINESS	3
Item<br> 1A.	RISK FACTORS	7
Item<br> 1B.	UNRESOLVED STAFF COMMENTS	10
Item<br> 1C.	CYBERSECURITY	10
Item<br> 2.	PROPERTIES	10
Item<br> 3.	LEGAL PROCEEDINGS	10
Item<br> 4.	MINE SAFETY DISCLOSURES	10
PART II
Item<br> 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
Item<br> 6.	[RESERVED]	11
Item<br> 7.	MANAGEMEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
Item<br> 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
Item<br> 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	16
Item<br> 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
Item<br> 9A.	CONTROLS AND PROCEDURES	17
Item<br> 9B.	OTHER INFORMATION	17
Item<br> 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	17
PART III
Item<br> 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
Item<br> 11.	EXECUTIVE COMPENSATION	20
Item<br> 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
Item<br> 13.	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	24
Item<br> 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	25
PART IV
Item<br> 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	26
Item<br> 16.	FORM 10-K SUMMARY	27

Certain statements contained in this report are forward-looking in nature. These statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “should” or “anticipates”, or the negatives thereof, or comparable terminology, or by discussions of strategy. You are cautioned that our business and operations are subject to a variety of risks and uncertainties and, consequently, our actual results may materially differ from those projected by any forward-looking statements. Certain of such risks and uncertainties are discussed below under the heading “Item 1A. Risk Factors.”

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PART

Item1. Business.

NovelStem International Corp. (“NovelStem” or the “Company”) is a holding company whose principal assets consisted of an approximate 31% equity interest in NewStem Ltd, an Israeli biotech company (“NewStem”) and its developed technology, and a 50% equity interest in NetCo Partners (“NetCo”). The interest in NetCo was sold in May 2025 in a noncash transaction which settled significant debt of the Company in the form of a litigation funding agreement. As described below, NewStem was liquidated in October 2025. Currently, the Company’s principal asset consists of rights to profits from a license held by Yissum Research Development Company, Hebrew University’s technology transfer company (“Yissum”), which we previously held through our ownership interest in NewStem. NovelStem was formerly known as Hollywood Media Corp. The Company was incorporated in the State of Florida on January 22, 1993 and changed its name to NovelStem International Corp. in September 2018.

With the purchase of NewStem, an Israeli biotech company, in 2018 the Company expanded its business focus from media to cutting edge biotech. As a significant shareholder in NewStem, and the substantial commitment of our management and financial resources to NewStem, including the fact that our Executive Chairman, Jan Loeb, was also the Chairman of NewStem, we had the ability to exert significant influence over the management and operations of NewStem resulting in NewStem functioning as a minority operating subsidiary of the Company. Concurrent to his appointment in July 2018, Mr. Loeb acted in an executive capacity on behalf of the Company and has served in a de facto leadership role. In September 2022, the Board appointed Mr. Loeb as Executive Chairman of NovelStem in order to ratify Mr. Loeb’s position and clarify his executive role. On January 13, 2023, the Board appointed Mr. Loeb as President. With respect to NewStem, Mr. Loeb, as the Chairman, presided over the meetings of NewStem’s Board of Directors. Additionally, Mr. Loeb leveraged his financial expertise by guiding NewStem’s financial and strategic planning, including the raising and deployment of capital, developing and modifying NewStem’s business plan and budget and by participating in the negotiation of NewStem’s material contracts as required. NewStem did not have an appointed Chief Financial Officer and, as such, Mr. Loeb served as the de facto Chief Financial Officer and Chief Strategic Officer of NewStem.

Through the second quarter of 2024, the Company was a development stage biotechnology holding company focused on the stem cell-based technology developed by Hebrew University under exclusive license to NewStem. The Company signed an agreement (the “Purchase Agreement”) on June 20, 2024 to acquire the remainder of NewStem in exchange for Company stock as well as funding for NewStem. The Company was unable to obtain funding to proceed, and the Purchase Agreement was not fully consummated. As such, no Company shares were issued to NewStem shareholders in exchange for NewStem shares.

During the third quarter of 2024, it became evident that NewStem would not be able to raise funds to continue operations consisting of research and development and further development of the technology. In October 2024, NewStem ceased operations and began the process of liquidation under which the current state of the technology reverted back to the original licensor, Yissum, with the Company retaining a financial interest of up to $3,750,000 in any future licensing. NewStem’s liquidation was completed in October 2025.

Additionally, NovelStem owned a 50% interest in NetCo, a joint venture that owns the Net Force publishing franchise. On May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was sold to the Company’s JV partner for $1,300,000 to settle the related litigation funding liability to Omni Bridgeway in full. This transaction was fully consummated as funds were received by Omni Bridgeway from CP Partners pursuant to the terms of the agreement.

NovelStem depended entirely on earnings and cash from its investments in NewStem and the NewStem technology and our 50% equity interest in the NetCo joint venture. The Company’s principal operations coincided with those of NewStem. We have not received any dividend payments or other distributions from NewStem in the fiscal years ended December 31, 2025 and 2024. We received minimal distributions (approximately $600) of earnings from NetCo during the year ended December 31, 2025 and none during the year ended December 31, 2024.

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NewStem

NewStem was a development stage Israeli biotech limited liability company that performed research focused on human Pluripotent Stem Cells (hPSCs) in general, and Haploid human Pluripotent Stem Cells (HhPSCs), in particular. These cells have the potential to change the face of medical research as they play a pivotal role in cancer research, regenerative medicine and disease therapy. NewStem established a discovery bio-platform based on haploid human embryonic stem cell technology for genome-wide screenings and is currently using this platform for the discovery and development of oncology drugs based on synthetic lethal interaction and developing a personalized diagnostic for early detection of chemotherapy resistance. NewStem incurred losses from inception and generated minimal revenues from a licensing agreement. NewStem filed an FDA Pre-Submission and received a CE Mark from the European Medicines Agency (EMA) for its in vitro diagnostic device (IVDD). NewStem does not have an FDA approved medical device. The NewStem Software Diagnostic Device (NSDD) is CE marked under EU regulation as an “other” IVD under Directive 98/79/EC since March 2022.

We believe that NewStem was the only company worldwide to develop products based on this innovative proprietary technology. These products refer to the medical device platform that provides information to oncologists regarding the presence of mutations in the patient’s tumor profile which may confer resistance to different anti-cancer drugs and to anticancer drugs that target tumors with specific mutations based on a synthetic-lethal interaction approach.

NewStem’s technology solutions were derived from an exclusive, worldwide license from Yissum and The New York Stem Cells Foundation, based on the findings and inventions of Prof. Nissim Benvenisty, Director of the Azrieli Center for Stem Cells and Genetic Research, The Hebrew University of Jerusalem (the “License”). The License provided NewStem with an exclusive worldwide license to make commercial use of the License and to develop, manufacture, market, distribute or sell a product in the field of therapeutics, diagnostics, screening, development and testing. In consideration for the grant of the License, NewStem was obligated to pay royalties of up to 3% of net sales and up to 12% of “Sublicense Consideration” (as defined in the License Agreement). As part of the liquidation of NewStem, the License reverted to the original holders and NovelStem retained a significant financial interest in any future monetization of the License.

NovelStem was the original seed investor in NewStem providing $2 million in July 2018 and another $2 million over the next two and a half years. At the time of liquidation, we owned a 30.51% equity interest in NewStem. The remaining equity interests in NewStem are owned by Yissum and Professor Benvenisty, each of whom owned a 30.51% equity interest, Illumina Cambridge LTD, which owned a 5.31% equity interest, and management and a number of other shareholders who owned collectively approximately 3.18%.

Competition

The technologies underlying future monetization of the License are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that others will not develop services, products, or processes with significant advantages over the products, services, and processes that can be developed through the License. Any such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

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Yissum plans to find new users for the technology based on the License. The success of a future licensee to enhance and broaden its product offerings in response to changing customer demands and competitive pressure and technologies will depend on numerous factors, including the ability to:

-	Properly<br> identify and anticipate physician and patient needs;
-	Develop<br> and introduce new products or product enhancements in a timely manner;
-	Adequately<br> protect intellectual property and avoid infringing upon the intellectual property rights of third parties;
-	Demonstrate<br> the safety and efficacy of new products; and
-	Obtain<br> the necessary regulatory clearances or approvals for new products or product enhancements.

GovernmentRegulation

In the United States, pharmaceutical products are subject to extensive regulation by the Federal Food and Drug Administration and Cosmetic Act or the FDA. The FDA and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. The FDA has very broad enforcement authority and failure to abide by applicable regulatory requirements can result in administrative or judicial sanctions being imposed on NewStem, including warning letters, refusals of government contracts, clinical holds, civil penalties, injunctions, restitution, disgorgement of profits, recall or seizure of products, total or partial suspension of production or distribution, withdrawal of approval, refusal to approve pending applications, and criminal prosecution.

FDAApproval Process

NewStem’s therapeutic product candidates were expected to be regulated by the FDA as drugs, and it is expected that this would be applicable to any future licensee as well. No manufacturer may market a new drug until it has submitted a New Drug Application, or NDA, to the FDA, and the FDA has approved it.

The testing and approval process requires substantial time, effort and financial resources, and any future licensee’s product candidates may not be approved on a timely basis, if at all. The time and expense required to perform the clinical testing necessary to obtain FDA approval for regulated products can frequently exceed the time and expense of the research and development initially required to create the product. The results of preclinical studies and initial clinical trials of NewStem’s product candidates are not necessarily predictive of the results from large-scale clinical trials, and clinical trials may be subject to additional costs, delays or modifications due to a number of factors, including difficulty in obtaining enough patients, investigators or product candidate supply. Failure by any licensee to obtain, or any delay in obtaining, regulatory approvals or in complying with requirements could adversely affect the commercialization of product candidates and the Company’s ability to receive licensing revenues.

OtherRegulatory Requirements

After approval, drug products are subject to extensive continuing regulation by the FDA, which include obligations to manufacture products in accordance with Good Manufacturing Practice, or GMP, maintain and provide to the FDA updated safety and efficacy information, report adverse experiences with the product, keep certain records and submit periodic reports, obtain FDA approval of certain manufacturing or labeling changes, and comply with FDA promotion and advertising requirements and restrictions. Failure by a licensee to meet these obligations can result in various adverse consequences, both voluntary and FDA-imposed, including product recalls, withdrawal of approval, restrictions on marketing, and the imposition of civil fines and criminal penalties against the NDA holder. In addition, later discovery of previously unknown safety or efficacy issues may result in restrictions on the product, manufacturer or NDA holder.

Outside the United States, a licensee’s ability to market a product is contingent upon receiving marketing authorization from the appropriate regulatory authorities. The requirements governing marketing authorization, pricing and reimbursement vary widely from jurisdiction to jurisdiction. At present, foreign marketing authorizations are applied for at a national level, although within the European Union registration procedures are available to companies wishing to market a product in more than one European Union member state.

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NetCo

In June 1995, we and C.P. Group Inc. (“C.P. Group”), formed the joint venture, NetCo. NetCo owns the entertainment property, “Net Force”, about a division of the FBI investigating crimes and adventures involving the internet and the digital world. NovelStem and C.P. Group each owned 50% of the ownership interest in NetCo. NetCo owns all rights in all media to the Net Force property including film, television, and video games.

In 1997, NetCo licensed the rights to publish the first six Net Force books in North America to Putnam Berkely, which books were written and published. This agreement was subsequently renewed in December 2001 for four more books that were created and published. There was also a series of books targeted to the young adult market, Net Force Explorer, also published by Putnam Berkley. Net Force books have so far been published in mass market paperback format. The first book in the series was adapted as a four-hour mini-series on the ABC television network.

In 2019, NetCo entered into a new publishing agreement with HarperCollins. Three novels and two Net Force novellas were published under that agreement. Through its interest in NetCo, NovelStem received distributions of its 50% share of proceeds generated from the rights to Net Force.

In May 2025, we sold our interest in NetCo to our joint venture partner in exchange for the settlement of related debt in the form of a litigation funding agreement.

Employees

We do not currently have any employees; however, the Company relies on consultants to perform the duties that would be performed by employees.

AdditionalFinancial Information

For additional financial information regarding our operations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Financial Statements included in this Annual Report.

AvailableInformation

We file annual, quarterly and current reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). These filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

Our website can be found at http://novelstem.com.

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Item1A. Risk Factors.

Our business is subject to certain risks, including those described below. If any of the events described in the following risk factors actually occurs then our business, results of operations and financial condition could be materially adversely affected. More detailed information concerning these risks is contained in other sections of this registration statement, including “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

RisksRelating to our Business

Weare a holding company, the principal assets of which are illiquid rights to a licensing agreement.

Our Company’s primary asset is the residual value of relicensing the License formerly held by NewStem.

We conduct no other business and, as a result, we depend entirely upon earnings and cash flow from the License held by Yissum. If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of profits from this license agreement.

Wedepend on our executive officers and consultants and other key individuals along with the executive officers and key individuals of NewStemto continue the implementation of our long-term business strategy and could be harmed by the loss of their services and our inabilityto make up for such loss with qualified replacements.

We believe that our future success will depend in large part on the skills of our management team and the management team of Yissum related to subsequent monetization of the License. The loss of any of the key individuals’ services could reduce our ability to successfully implement our long-term business strategy which may result in a loss of revenue, and the value of our common stock could be materially adversely affected. Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur. We believe these management teams possess valuable knowledge about our and former NewStem’s respective industries and that their knowledge and relationships would be very difficult to replicate. The loss of key personnel, or the inability to recruit and retain qualified and talented personnel in the future, could have an adverse effect on our business, financial condition and/or operating results.

Wehave limited operating histories and have generated minimal revenue to date.

We have a limited operating history and do not have a meaningful historical record of sales and revenues, nor do we have an established business track record. While we believe that we have the opportunity to be successful, there can be no assurance that we will be successful in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenue or net income.

Wehave identified material weaknesses in our internal control and procedures and internal control over financial reporting. If not remediated,our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting couldresult in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of whichcould have a material adverse effect on our financial condition and the trading price of our common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. We have re-evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of December 31, 2025 and we concluded there was a material weakness in the design of our internal control over financial reporting.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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Rapidtechnological change could cause the License to become obsolete.

Success from NewStem’s efforts will depend upon the ability of Yissum to relicense the technology supported by the License.

The technologies underlying NewStem’s products and the license technology are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that others will not develop services, products, or processes with significant advantages over the products, services, and processes that have developed. Any such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

-	Properly<br> identify and anticipate physician and patient needs;
-	Develop<br> and introduce new products or product enhancements in a timely manner;
-	Adequately<br> protect intellectual property and avoid infringing upon the intellectual property rights of third parties;
-	Demonstrate<br> the safety and efficacy of new products; and
-	Obtain<br> the necessary regulatory clearances or approvals for new products or product enhancements.

Risksrelating to our common stock

Becauseour holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

We are a holding company whose primary asset is our right to income from the License. We currently conduct no other business and, as a result, we depend entirely upon cash flow from the License. If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of cash flow from the License. We do not presently have any intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving dividends in future periods.

Becausewe do not intend to pay any cash dividends on our common stock, our shareholders will not be able to receive a return on their sharesunless they sell them.

We intend to retain any future earnings to reduce debt. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them. Shareholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

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Reportingrequirement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and compliance with the Sarbanes-OxleyAct of 2002 (the “Sarbanes-Oxley Act”), including establishing and maintaining acceptable internal controls over financialreporting, are costly and may increase substantially.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

The continued increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

Thereis a very limited trading market for our common stock and investors are not assured of the opportunity to sell their stock, should theydesire to do so.

Our common stock is currently quoted on the OTC Pink Market. However, our stock has traded in very limited quantities in the past. We believe a significant factor in the limited market is our limited capitalization and liquidity, results of operations and the characterization of our stock as a “penny stock.” We hope to remedy our financial condition and results of operation in the future. This, in turn, may assist us in obtaining listing of our stock on other exchanges. However, there is no assurance that any of these objectives will be met or that the market will ever increase to a point where investors could sell their stock at a desirable price, should they desire to do so.

Theprice of our common stock could be highly volatile.

Our shares of common stock are quoted on the OTC Pink Market. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, 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 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. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

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Wemay be deemed an investment company, which could impose on us burdensome compliance requirements.

The Investment Company Act of 1940, as amended (the “Investment Company Act”), requires companies to register as an investment company if they are engaged primarily in the business of investing, reinvesting, owning, holding, or trading securities. Generally, companies may be deemed investment companies under the Investment Company Act if they are viewed as engaging in the business of investing in securities or they own investment securities having a value exceeding 40% of certain assets. We are not in the business of investing, reinvesting, owning, holding or trading securities. However, if the Securities and Exchange Commission deems us to be an investment company, we may have imposed upon us additional burdensome requirements, including having to register as an investment company, adopting a specific form of corporation structure and having to comply with certain reporting, record keeping, voting, proxy, and disclosure requirements. Such additional requirements would require us to incur additional costs and have an adverse effect on our results of operations and our ability to effectively carry out our business plan.

Item1B. Unresolved Staff Comments.

None

Item1C. Cybersecurity

RiskManagement and Strategy

We focus on a comprehensive approach to identifying, preventing, and mitigating cybersecurity threats and incidents, as such term is defined in Item 106(a) of Regulation S-K, and have integrated these processes into our overall risk management systems and processes.

As the Company has no operations and no employees, we have no operating procedures related to cybersecurity. We do design and monitor reasonable technical safeguards to minimize any identified risks with our financial reporting.

Our risk management strategy also considers cybersecurity risks associated with the use of our third-party vendors and service providers.

Governance

Our Board of Directors oversees our cybersecurity risk management as part of its general oversight and management is responsible for the day-to-day management of material cybersecurity risks.

Item2. Properties.

Our corporate office is located at 7740 Cavern Lane, Parkland FL 33067. We believe that our facilities are adequate for current operations.

Item3. Legal Proceedings.

None

Item4. Mine Safety Disclosures.

Not applicable

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PART

[See

General Instruction G2]

Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Marketinformation

There is no established public trading market in our common stock, and a regular trading market may not develop, or if developed, may not be sustained. Our securities are currently quoted on the OTC Markets Pink under the symbol “NSTM”. The following reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	High		Low
Fiscal 2025
Quarter ended 12/31/2025	$	0.012	$	0.009
Quarter ended 9/30/2025	$	0.028	$	0.028
Quarter ended 6/30/2025	$	0.027	$	0.023
Quarter ended 3/31/2025	$	0.01	$	0.008
Fiscal 2024
Quarter ended 12/31/2024	$	0.04	$	0.01
Quarter ended 9/30/2024	$	0.07	$	0.04
Quarter ended 6/30/2024	$	0.07	$	0.06
Quarter ended 3/31/2024	$	0.08	$	0.06

Holders

As of March 25, 2026 there were 49,332,455 shares of common stock outstanding held by approximately 80 record holders.

Dividends

We have not paid cash dividends on any of our capital stock since our name change and business focus shift in 2018 and currently intend to retain our future earnings, if any, to reduce debt and fund the development and growth of our business. We do not expect to pay any dividends on any of our capital stock in the foreseeable future.

Item6. [Reserved]

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion includes statements that are forward-looking in nature. Whether such statements ultimately prove to be accurate depends on a variety of factors that may affect our business and operations. Certain of these factors are discussed in “Item 1A. Risk Factors.”

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this report.

Overview

We are a development stage company and reported net income (losses) of approximately $2,380,000 and $(3,233,000) for the years ended December 31, 2025 and 2024, respectively. We had current assets of approximately $16,000 and current liabilities of approximately $2,157,000 as of December 31, 2025. As of December 31, 2024, our current assets and current liabilities were approximately $32,000 and $5,304,000, respectively. We have prepared our financial statements for the years ended December 31, 2025 and 2024 assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our shareholders as well as Yissum’s ability to successfully commercialize the License. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions, and short-term debt. During the current year, we entered into a bridge loan agreement with our Executive Chairman to obtain funding for current operating expenses.

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CriticalAccounting Policies

The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and my change in subsequent periods.

The following discussion of critical accounting policies represents our attempt to report on these accounting policies which we believe are critical to our financial statements and other financial disclosures. It is not intended to be a comprehensive list of all of our significant accounting policies, which are more fully described in Note 2 of the Notes to the Financial Statements included in this Annual Report.

We have identified our accounting policies for stock-based compensation and accounting for derivative liabilities as critical accounting policies.

We recognize stock-based compensation expense based on the fair value recognition provision of applicable accounting principles, using the Black-Scholes option valuation method. Accordingly, we are required to measure the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and to recognize that cost over the period during which services are provided in exchange for the award. Under the Black-Scholes method, we make assumptions with respect to the expected lives of the options that have been granted and are outstanding, the expected volatility, the dividend yield percentage of our common stock and the risk-free interest rate at the respective dates of grant.

The Company did not grant any options during the year ended December 31, 2025. The expected volatility factor used to value stock options granted in 2024 was based on the historical volatility of the market price of our common stock over the period from our change to a biotechnology company, September 2018, through December 2024. For the expected term of the option, we used an estimate of the expected option life based on historical experience. The risk-free interest rate used is based upon U.S. Treasury yields for a period consistent with the expected term of the options. We assumed no quarterly dividend rate. Due to the numerous assumptions involved in calculating stock-based compensation expense, the expense recognized in our financial statements may differ significantly from the value realized by option holders on exercise of the share-based instruments. In accordance with the prescribed methodology, we do not adjust our recognized compensation expense to reflect these differences.

For the years ended December 31, 2025 and 2024, we incurred stock compensation expense with respect to options of approximately $8,800 and $40,000, respectively.

See Note 5 to the financial statements for the assumptions used to calculate the fair value of stock-based compensation.

In accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, we identify and, if applicable, bifurcate embedded derivatives in financial instruments. Those embedded features that are identified, bifurcated and accounted for separately are measured at fair value continuously at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then we record the embedded derivative at fair value with the excess of fair value over proceeds recognized as a loss in earnings. Our only identified derivative was terminated as part of the amendment of a note payable to a shareholder during the year ended December 31, 2025.

Resultsof Operations

The selected statement of operations data for the years ended December 31, 2025 and 2024 and balance sheet data as of December 31, 2025 and 2024 have been derived from our audited financial statements included in this Annual Report.

This data should be read in conjunction with our financial statements and related notes included herein.

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SelectedStatement of Operations Data:

	Years Ended December 31,
	2025			2024			Change
Administrative fee income	$	-		$	12,000		$	(12,000	)
Operating expenses:
G&A expenses	$	238,755		$	880,947		$	(642,192	)
Litigation expenses (contra expenses)		-			58,975			(58,975	)
Total operating expenses		238,755			939,922			(701,167	)
Loss from operations		(238,755	)		(927,922	)		689,167
Other (income) expenses:
Loss on derivative instrument		-			90,000			(90,000	)
Gain on disposal of equity method investment		(1,171,760	)		-			(1,171,760	)
Relief of indebtedness income		(1,697,024	)		-			(1,697,024	)
Interest expense		256,219			425,417			(169,198	)
Total other (income) expenses		(2,612,565	)		515,417			(3,127,982	)
Net income (loss) before equity in net income (loss) of equity method<br> investees		2,373,810			(1,443,339	)		3,817,149
Equity in net income (loss) of equity method investees		640			(161,046	)		161,686
Impairment loss on equity method investee		5,432			(1,628,657	)		1,634,089
Net income (loss)	$	2,379,882		$	(3,233,042	)	$	5,612,924

2025Compared to 2024

We are a holding company whose primary asset currently is our right to the monetization of the former NewStem license now held by Yissum. We currently conduct no other business and as a result, we have no operating revenue or cost of revenue. We did charge annual administrative fees to an affiliated entity through the year ended December 31, 2024.

The Company incurs general and administrative (“G&A”) expenses primarily related to professional fees, insurance and stock-based compensation. We incurred G&A expenses of approximately $239,000 and $881,000 for the years ended December 31, 2025 and 2024, respectively. Our decrease in G&A expenses relates primarily to decreases in bad debt expense, stock-based compensation and professional fees incurred in the audit of our financial statements for the years ended December 31, 2025 and 2024, preparation of our quarterly reports for 2025 and 2024, and for documents and advice related to our attempt to purchase the remaining shares of NewStem in 2024.

Specifically, we wrote off as bad debt uncollected management fees of $9,500 during the year ended December 31, 2025 as compared to the net balance due from NewStem of $458,000 in the year ended December 31, 2024, and professional fees decreased by approximately $145,000 in the year ended December 31, 2025 as compared to the year ended December 31, 2024. Insurance costs decreased by approximately $17,000 in the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Total stock compensation expense, included in G&A expenses, decreased by approximately $31,000 in the year ended December 31, 2025 as compared to the year ended December 31, 2024 due to the fact that no options were awarded during the current fiscal year.

The remaining decrease in G&A expenses of approximately $700 during the year ended December 31, 2025 consists primarily of decreases in expenses related to investor relations and information technology.

We incurred costs related to litigation and the related litigation funding agreement involving our former settled arbitration with our NetCo joint venture partner of approximately $59,000 during the year ended December 31, 2024.

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The Company has recorded a loss on derivative instruments of $90,000, for the year ended December 31, 2024 related to a guarantee previously included in the note payable shareholder entered into in May 2023. The guarantee was removed in an amendment to the note payable during the year ended December 31, 2024, terminating the derivative.

The Company reported a gain on disposal of equity method investment of approximately $1,172,000 during the year ended December 31, 2025 related to the sale of our investment in NetCo. We also reported relief of indebtedness income of approximately $1,697,000 related to the cancellation of the remaining balance on the litigation funding agreement from the same transaction.

The Company recorded an impairment loss of approximately $1,629,000 during the year ended December 31, 2024 related to its investment in NewStem. This loss reduced our investment in NewStem to zero ($0.00) as of December 31, 2024. This adjustment was made in response to the fact that NewStem ceased operations and was in the process of liquidation. The technology and license held by NewStem reverted to the original licensee, Yissum, and the Company retains a right to a share of future licensing or monetization of the technology and license. The Company does expect to recover some value from the license, up to a total of $3,750,000, however, as of December 31, 2025 and 2024, the realization of this value is not certain, therefore has not been recorded by the Company. During the year ended December 31, 2025, the Company received approximately $5,000 from the liquidation of the remaining assets of NewStem which was reported as a partial recovery of the impairment loss.

Interest expense decreased by approximately $169,000 in the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease in interest expense is primarily related to the reduction of interest from the settlement of the litigation funding agreement offset by increased debt incurred for operations.

The Company has recorded no income tax expense as we have incurred operating losses and all deferred tax assets are fully offset by an income tax valuation allowance.

We reported net income and losses from equity method investees during the years ended December 31, 2025 and 2024. The net income reported for the year ended December 31, 2025 included net income of $640 from NetCo. Net losses reported for the year ended December 31, 2024 included net loss of approximately $5,000 from NetCo combined with net loss of approximately $156,000 from NewStem.

Liquidityand Capital Resources

We have not paid dividends on our common stock since our name change and business focus shift in 2018. Our present policy is to apply cash to investments in product development at NewStem, acquisitions or expansion; consequently, we do not expect to pay dividends on common stock in the foreseeable future.

The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include fundraising until our interest in NewStem’s technology via monetization of the License is profitable. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that NewStem’s technology will be monetized and become profitable.

During the year ended December 31, 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The note agreements were refinanced in August 2024 providing for total borrowings of $750,000 and extending the maturity date to December 31, 2025. The agreements provide for interest at a rate of 10% per annum. Prior to the filing of this Annual Report, the maturity date of these notes was extended to June 30, 2026.

During the year ended December 31, 2023, the Company entered into a note agreement with a shareholder to borrow $300,000 for continued working capital. This note bore interest at zero percent (0%) and matured on May 5, 2025. The note included a guarantee which has been identified as an embedded derivative with a fair value of a liability of $650,000 at December 31, 2024. This note was amended in May 2025 to provide for fixed interest, remove the guarantee and extend the maturity date to September 30, 2025. This note was amended for a second time in October 2025 to extend the maturity date to December 31, 2026.

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In December 2023, the Company entered into two short term notes payable with unrelated parties for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and matured December 21, 2025, at which time all principal and accrued interest were due and payable. Prior to the filing of this Annual Report, the maturity date of these notes was extended to June 30, 2026. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction.

During the year ended December 31, 2025, the Company borrowed $161,867 from the Executive Chairman in the form of an interim bridge loan until alternate funding sources can be found. The Company is accruing interest at 10% per annum for these advances. The agreement matured December 31, 2025. Prior to the filing of this Annual Report, the maturity date has been extended to June 30, 2026.

On May 9, 2025 the Company sold its interest in NetCo to its JV partner for $1,300,000 which was paid directly to Omni Bridgeway in full settlement of all liabilities related to the litigation funding agreement totaling $2,959,625.

NetCash Used In Operating Activities.

For the year ended December 31, 2025, net cash used in operating activities was approximately $168,000, which consisted primarily of a net income of approximately $2,380,000 reduced by noncash gain of approximately $1,172,000 from the sale of our interest in NetCo and the related noncash relief of indebtedness income from the settlement of the litigation funding agreement with Omni Bridgeway of $1,697,000, stock-based compensation of approximately $9,000. Further offset by accretion of discount on notes payable of $60,000 and interest added to notes payable and convertible debt of approximately $194,000. Additionally, cash was used in operations related to an increase in current assets of approximately $10,000 and an increase in accrued liabilities and other payables of approximately $48,000.

For the year ended December 31, 2024, net cash used in operating activities was approximately $272,000, which consisted primarily of a net loss of approximately $3,233,000, offset by noncash equity in loss of equity method investees of approximately $161,000, impairment of equity method investees of approximately $1,629,000, bad debt expense of $500,000, and stock-based compensation of approximately $40,000. Further offset by loss on derivative instrument of $90,000, accretion of discount on notes payable of $178,000 and interest added to notes payable and convertible debt of approximately $215,000. Additionally, cash was used in operations related to an increase in current assets of approximately $8,000 and an increase in accrued liabilities and other payables of approximately $140,000.

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NetCash Used In Investing Activities.

During the year ended December 31, 2024, the Company loaned $250,000 to NewStem in anticipation of a purchase transaction. This transaction was not consummated and NewStem ceased operations and began liquidation proceedings in October 2024, resulting in the loan becoming uncollectible. As such, the Company determined the note was uncollectible and wrote the balance, including $250,000 loaned in 2023, off as a bad debt during the year ended December 31, 2024.

NetCash Provided By Financing Activities.

For the year ended December 31, 2025, net cash provided by financing activities was $161,867, consisting of advances on the bridge loan payable to our Executive Chairman.

For the year ended December 31, 2024, net cash provided by financing activities was $475,000, consisting of long-term borrowings from two directors and a stockholder totaling $375,000 and borrowings from convertible debt with unrelated parties of $100,000.

Off-BalanceSheet Arrangements

We are not party to any off-balance sheet transactions.

ContractualObligations and Commercial Commitments

As of December 31, 2025, we had a contractual obligation related to our directors’ and officers’ insurance providing for 10 monthly installments of $5,109 payable through June 2026.

As of December 31, 2024, we had a contractual obligation related to our directors’ and officers’ insurance providing for 10 monthly installments of $5,127 payable through June 2025.

Item7A. Quantitative and Qualitative Disclosures About Market Risk.

This section is not applicable.

Item8. Financial Statements and Supplementary Data.

Furnished at the end of this Annual Report, commencing on page F-1.

Item9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

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Item9A. Controls and Procedures.

Our Principal Executive Officer and Chief Financial Officer conducted an evaluation of our controls and procedures. We have identified material weaknesses in our internal control and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

RemediationActions

Management continues to focus on strengthening the Company’s internal controls within the parameters of what can be done with limited resources. As resources permit, management will continue to attempt to build the necessary capabilities and infrastructure to implement corrective action. At the current time, financial resources are limited thereby impeding the ability of management to employ personnel to provide proper separation of duties.

Changesin Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item9B. Other Information.

None

Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART

III

Item10. Directors, Executive Officers and Corporate Governance.

Biographical and certain other information concerning the Company’s officers and directors is set forth below. There are no familial relationships among any of our officers or directors. Except as indicated below, none of our directors is a director in any other reporting companies. None of our officers or directors has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. Unless otherwise indicated, there are no arrangements or understandings between any officer and any other person pursuant to which such person was selected as an officer.

Jan Loeb – President and Executive Chairman – 67 Mr. Loeb has more than forty years of business, money management and<br> investment banking experience. He has served as Chairman of our Board since July 2018 and on September 29, 2022 was appointed as<br> Executive Chairman. On January 13, 2023, Mr. Loeb was appointed President of the Company. He has been the Managing Member of Leap<br> Tide Capital Management LLC since 2007 and has served as President and CEO of Acorn Energy, Inc. since January 2016 and as a Director<br> since August 2015. He has been a Director of Keweenaw Land Association, Ltd. From 2005 to 2007, Mr. Loeb was President of Leap Tide’s<br> predecessor, formerly known as AmTrust Capital Management Inc. He served as a Portfolio Manager of Chesapeake Partners from February<br> 2004 to January 2005 and as Managing Director at Jefferies & Company, Inc. from 2002 to 2004. From 1994 to 2001, he served as<br> Managing Director at Dresdner Kleinwort Wasserstein, Inc. (formerly Wasserstein Perella & Co., Inc.). Mr. Loeb was a Lead Director<br> of American Pacific Corporation from 2013 to 2014 and a Director from 1997 to 2014. He also served as an Independent Director of<br> Pernix Therapeutics Holdings Inc. (formerly, Golf Trust of America, Inc.) from 2006 to 2011 and as a Director of TAT Technologies,<br> Ltd. from 2009 to 2016.
Christine Jenkins – Vice President and Chief Financial Officer – 62 Ms. Jenkins has over thirty-six years of experience in<br> public accounting, including audit, consulting and corporate tax. Ms. Jenkins is currently serving as a consultant providing audit<br> and accounting consultation to publicly-traded and large privately held companies. From 2010 to 2018 Ms. Jenkins was an audit partner<br> with Cherry Bekaert, LLP. Prior to Cherry Bekaert, from 1995 to 2010, Ms. Jenkins was a partner in a local accounting firm in Atlanta,<br> GA. Prior experience included audit and tax positions in public accounting firms.
Mitchell Rubenstein – Director – 71 Mr. Rubenstein co-founded and served as Chairman of HMC from its inception to June 2018,<br> during which period the company returned approximately $37 million to shareholders in the form of dividends and share repurchases,<br> including a tender offer. He founded Syfy Channel and numerous other media and digital businesses.
Eric Richman – Director -64 Mr. Richman is a life science executive with significant leadership, operational and strategic experience<br> from over twenty-five years in the field. He is currently The CEO of Gain Therapeutics and was a Venture Partner at Brace Pharma<br> Capital and serves on the boards of LabConnect, F2G (board observer) and previously ADMA Biologics (NASDAQ: ADMA). Previously he<br> served as President & CEO of PharmAthene and prior to that was part of the founding team at MedImmune, responsible for the U.S.<br> launch of its first commercial product and an integral part of the global launch teams for other products. He began his career at<br> HealthCare Ventures, a life-sciences focused VC firm and formerly was a Director of Lev Pharmaceuticals (sold to Viropharma) and<br> American Bank (sold to Congressional Bancshares) and served as CEO of Tyrogenex (sold to Betta Pharma).
David Seltzer – Director – 65 Mr. Seltzer is the CEO and Founder of Reliable 1 Laboratories LLC, a distributor of OTC medications<br> and nutritional supplements to independent pharmacies, long-term care pharmacies, hospitals and government organizations. He is also<br> a minority owner and Director at Leading Pharma LLC, a generic manufacturer of prescription drugs, having previously served as President<br> and CEO and later Chairman of Hi-Tech Pharmacal Co., Inc., which was acquired by Akorn, Inc. for $640 million in 2014.
Jerry Wolasky – Director – 65 Mr. Wolasky has over thirty-five years’ experience in the wholesale pharmaceutical<br> business, most recently for the past sixteen years in his current role as President of HealthSource Distributors LLC. He previously<br> served in executive positions of increasing responsibility for AmerisourceBergen, and its predecessor company, Bergen Brunswig.
Tracy Clifford – Director -57 Ms. Clifford has over twenty years of experience in accounting and finance, including mergers and<br> acquisitions of public companies. Ms. Clifford is the CFO of Acorn Energy, Inc. and COO of its operating subsidiary Omnimetrix Inc.<br> and since 2015 she has served as a contract CFO and COO for several clients, participated on advisory boards and worked on numerous<br> project engagements. Ms. Clifford previously served as CFO, Principal Accounting Officer, Corporate Controller and Secretary for<br> a publicly traded pharmaceutical company and a publicly-traded REIT from 1999 to 2015. Ms. Clifford’s prior experience included<br> accounting leadership positions at United Healthcare, the North Broward Hospital District and the audit team of Deloitte & Touche.

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AuditCommittee; Audit Committee Financial Expert

The Company’s full board is functioning as our audit committee at the time of this Annual Report.

CompensationCommittee

We do not have a compensation committee or persons participating in deliberations concerning executive officer compensation as there was no executive officer compensation paid other than hourly payments for Chief Financial Officer services during 2025 and 2024.

NominatingCommittee

We do not have a nominating committee. All directors participate in the nomination and election of directors.

Section16(a) Beneficial Ownership Reporting Compliance; Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. These persons are also required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Further, we have implemented measures to assure timely filing of Section 16(a) reports by our executive officers and directors. Based solely on our review of such forms or written representations from certain reporting persons, we believe that during 2025 our executive officers and directors complied with the filing requirements of Section 16(a).

Codeof Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers and employees. This code of ethics is designed to comply with the NASDAQ marketplace rules related to codes of conduct.

Changesin control

There are no arrangements which may at a subsequent date result in a change in control of the Company.

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Item11. Executive Compensation.

Executiveand Director Compensation

Summary<br> Compensation Table
						Option		All<br> Other
			Salary		Bonus	Awards		Compensation	Total
Name<br> and Principal Position	Year		()		()	()		()	()
Jan<br> H. Loeb		2025
President<br> and Executive Chairman		2024					^(1)^
Christine<br> Jenkins		2025		^(2)^
Vice<br> President and Chief Financial Officer		2024		^(3)^
Mitchell<br> Rubenstein		2025
Director		2024					^(1)^
Eric<br> Richman		2025
Director		2024					^(1)^
David<br> Seltzer		2025
Director		2024					^(1)^
Jerry<br> Wolasky		2025
Director		2024					^(1)^
Tracy<br> Clifford		2025
Director		2024					^(1)^

All values are in US Dollars.

(1)	Represents<br> the grant date fair value calculated in accordance with applicable accounting principles with respect to 100,000 options granted<br> per Director and 100,000 options granted to the President and Executive Chairman on April 1, 2024 with an exercise price of $0.06.<br> The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a<br> risk-free interest rate of 4.34% (ii) an expected term of 5.09 years (iii) an assumed volatility of 116.9853% and (iv) no dividends.
(2)	Represents<br> hourly fees due to Ms. Jenkins for the provision of services as Chief Financial Officer of the Company.
(3)	Represents<br> hourly fees paid to Ms. Jenkins for the provision of services as Chief Financial Officer of the Company.

(1)

Represents the grant date fair value calculated in accordance with applicable accounting principles with respect to 100,000 options granted per Director and 100,000 options granted to the President and Executive Chairman on April 1, 2024 with an exercise price of $0.06. The fair value of the options was determined using the Black-Scholes option pricing model using the following assumptions: (i) a risk-free interest rate of 4.34% (ii) an expected term of 5.09 years (iii) an assumed volatility of 116.9853% and (iv) no dividends.

(2)

Represents hourly fees due to Ms. Jenkins for the provision of services as Chief Financial Officer of the Company.

(3)

Represents hourly fees paid to Ms. Jenkins for the provision of services as Chief Financial Officer of the Company.

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ExecutiveCompensation for 2025 and 2024

Our Chief Financial Officer and Vice President, Ms. Jenkins is paid on an hourly basis. Mr. Loeb, our Executive Chairman and President does not receive any compensation for his role as an officer of the Company.

The Company pays compensation to its directors pursuant to the NovelStem International Corp. Equity Incentive Plan (the “Plan”).

The Plan provides for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. Under the Plan, the Company is authorized to issue up to 7,000,000 shares of common stock as equity awards under the Plan. Awards may be made in the form of options, stock appreciation rights (“SARs”), restricted stock or restricted stock units, or stock bonus awards in respect of the Company’s common stock of the Company. Grants to any single participant or non-executive director during any calendar year may not exceed 1,000,000 shares.

The purchase price may be paid in cash or at the end of the option term, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock.

Options awarded under the Plan shall be awarded at an exercise price of not less than the fair market value of a share of our common stock as of the grant date and shall vest and become exercisable after a period not to exceed seven (7) years. SARs awarded under the Plan shall have a strike price per share of common stock of not less than the fair market value of a share of our common stock, provided that, in the case of a SAR granted in tandem with an option, the strike price shall not be less than the exercise price of the related option. A SAR granted in tandem with an option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding option, such date not to exceed seven (7) years of the grant date.

In the event of the termination of an employee, third party service provider, officer or Director’s service on the Board of the Company for any reason other than for cause, all of the options which are then vested may be exercised within 18 months of such termination, provided that, in no event shall this extension period continue beyond the expiration of the term of the option(s). In addition, any such extension shall be applicable only to the extent that such option or options are vested and exercisable according to the terms of the Plan and any applicable option agreement. Any unvested options are immediately terminated on the effective date of the termination. In the event of termination of an employee, third party service provider, officer or Director’s service for cause, all options are forfeited and deemed cancelled and no longer exercisable as of the date of termination.

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Outstanding

Equity Awards at 2025 Fiscal Year End

The following tables set forth all outstanding equity awards made to each of the Executives and Directors that were outstanding at December 31, 2025.

Options<br> to Purchase NovelStem International Corp. Stock
Name	Number<br> of <br><br> Securities <br><br> Underlying <br><br> Unexercised <br><br> Options (#) <br><br> Exercisable		Number<br> of <br><br> Securities <br><br> Underlying <br><br> Unexercised <br><br> Options (#) <br><br> Unexercisable	Option<br> Exercise <br> Price ()	Option<br> <br><br> Expiration Date
Jan<br> H. Loeb		50,000			November<br> 26, 2026
		1,000,000			November<br> 24, 2027
		100,000			January<br> 31, 2029
		100,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
Mitchell<br> Rubenstein		50,000			November<br> 26, 2026
		1,000,000			November<br> 24, 2027
		100,000			January<br> 31, 2029
		50,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
Eric<br> Richman		50,000			November<br> 26, 2026
		50,000			November<br> 24, 2027
		100,000			January<br> 31, 2029
		50,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
David<br> Seltzer		50,000			November<br> 26, 2026
		50,000			November<br> 24, 2027
		100.000			January<br> 31, 2029
		50,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
Jerry<br> Wolasky		50,000			November<br> 26, 2026
		50,000			November<br> 24, 2027
		100,000			January<br> 31, 2029
		50,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
Tracy<br> Clifford		50,000			November<br> 26, 2026
		1,000,000			November<br> 24, 2027
		100,000			January<br> 31, 2029
		50,000			March<br> 23, 2030
		100,000			April<br> 1, 2031
Christine<br> Jenkins		10,000			March<br> 23, 2030

All values are in US Dollars.

| 22 |

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Optionand Warrant Exercises

None

Non-qualifiedDeferred Compensation

The Company has no deferred compensation plan in place during the years ended December 31, 2025 and 2024.

Paymentsand Benefits Upon Termination or Change in Control

There are no agreements in place with any Executive or Director that would provide for any amounts due under any termination scenario at December 31, 2025.

Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of December 31, 2025, for each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our directors and all directors as a group. The Company has no executive officers. Except as indicated in footnotes to this table, we believe that the shareholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such shareholders.

SecurityOwnership of Certain Beneficial Owners and Management

Name and Address of beneficial owner (6)
Christine<br> Jenkins	10,000		0.0	%
Michael<br> Sosnowik	2,770,270		5.2	%
Stephen<br> Gans	7,034,172		13.3	%
Jan<br> Loeb	5,470,673	^(2)(4)^	10.35	%
Jerry<br> Wolasky	10,322,973	^(3)(4)^	19.5	%
Tracy<br> Clifford	1,300,000	^(4)(5)^	2.5	%
Eric<br> Richman	904,054	^(3)(4)^	1.7	%
Mitchell<br> Rubenstein	2,408,108	^(4)(5)^	4.5	%
David<br> Seltzer	3,674,324	^(3)(4)^	6.9	%
All<br> directors and officers as a group (seven persons)	24,190,132		45.7	%

(1) Applicable percentage ownership is based on 46,881,475 shares of common stock outstanding as of December 31, 2025, together with securities exercisable or convertible into shares of common stock within 60 days of December 31, 2025. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of December 31, 2025, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2) Includes 1,108,108 held in an IRA and 874,528 held as Trustee for the Steinberg Family Trust. Includes options to purchase 1,050,000 million shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares of common stock at an exercise price of $0.29 per share, options to purchase 100,000 shares of common stock at an exercise price of $0.20 per share, and options to purchase 100,000 shares of common stock at an exercise price of $0.06 per share.

(3) Includes options to purchase 100,000 shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares of common stock at an exercise price of $0.29 per share, options to purchase 50,000 shares of common stock at an exercise price of $0.20 per share, and options to purchase 100,000 shares of common stock at an exercise price of $0.06 per share.

(4) Director.

(5) Includes options to purchase 1,050,000 shares of common stock at an exercise price of $0.10 per share, options to purchase 100,000 shares of common stock at an exercise price of $0.29 per share, options to purchase 50,000 shares of common stock at an exercise price of $0.20 per share, and options to purchase 100,000 shares of common stock at an exercise price of $0.06 per share.

(6) The address of each person is c/o NovelStem International Corp. 7740 Cavern Lane, Suite 100 Parkland FL 33067.

| 23 |

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Securitiesauthorized for issuance under equity compensation plans

Equity

Compensation Plan Information

Plan<br> category	Number<br> of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average<br> exercise price of outstanding options, warrants and rights		Number<br> of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity<br> compensation plans approved by security holders		-		-		-
Equity<br> compensation plans not approved by security holders		6,060,000	$	0.1365		940,000
Total		6,060,000	$	0.1365		940,000

Item13. Certain Relationships and Related Transactions, and Director Independence.

Jan Loeb, our President and Executive Chairman of the Board, was also the Chairman of the Board of NewStem until its liquidation.

During the year ended December 31, 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a shareholder and member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The note agreements were refinanced in August 2024 providing for total borrowings of $750,000. The agreements provide for interest at a rate of 10% per annum and mature December 31, 2025. As of the date of this Annual Report, the full amount of $750,000 has been funded pursuant to these agreements and the maturity date has been extended to June 30, 2026.

On May 5, 2023, the Company entered into a long term note payable with a shareholder for $300,000 in financing to be funded $150,000 at inception and $150,000 in October 2023. This note bore interest at zero percent (0%) and matured on May 5, 2025. This note agreement was restructured during 2025 to provide for a fixed amount of interest in lieu of the guarantee and beginning October 1, 2025, the note began to bear interest at a rate of 10% per annum. The note matures on December 31, 2026.

In February 2025, our Executive Chairman began advancing funds to the Company for operating expenses in the form of an interim bridge loan until alternate funding sources can be found. The bridge loan matured December 31, 2025 and has been extended to June 30, 2026. The total advanced during the year ended December 31, 2025 was $161,867.

Except as disclosed herein, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2019, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

| 24 |

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Review,Approval or Ratification of Transactions with Related Persons

The Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party transactions must be fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board and (ii) all related party transactions should be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related party transaction.

DirectorIndependence

We have determined that, under the criteria established by NASDAQ and by our board of directors, Tracy Clifford, Eric Richman, Mitchell Rubenstein and David Seltzer are independent.

Item14. Principal Accountant Fees and Services.

AccountingFees

Kreit& Chiu CPA LLP

The following table summarizes the fees accrued and paid by NovelStem for professional services rendered by Kreit & Chiu CPA LLP for the years ended December 31, 2025 and 2024.

	2025		2024
Audit fees	$	102,090	$	113,030
Tax Fees		-		-
All other fees		-		-
Total	$	102,090	$	113,030

Pre-ApprovalPolicies and Procedures

The Audit Committee’s current policy is to pre-approve all audit and non-audit services that are to be performed and fees to be charged by our independent auditor to assure that the provision of these services does not impair the independence of the auditor. The Audit Committee pre-approved all audit and non-audit services rendered by our principal accountant in 2025 and 2024.

| 25 |

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PART

Item15. Exhibit and Financial Statement Schedules.

(a)	Financial Statements.

The following financial statements are filed as part of this registration statement:

NOVELSTEM

INTERNATIONAL CORP.

Years

Ended December 31, 2025 and 2024

Index

to Audited Financial Statements

	Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6651)	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Shareholders’ Equity (Deficit)	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

| 26 |

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

Board of Directors and Shareholders of

NovelStem International Corp.

Opinionon the Financial Statements

We have audited the accompanying balance sheets of NovelStem International Corp. as of December 31, 2025 and 2024, and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of NovelStem International Corp. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has an accumulated deficit of approximately $294 million and $296 million at December 31, 2025 and 2024, respectively, and has suffered losses from operations that 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 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to NovelStem International Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. NovelStem International Corp. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Kreit & Chiu CPA LLP

We have served as NovelStem International Corp.'s auditor since 2024.

Los Angeles, California

March 25, 2026

| F-1 |

| --- |

NOVELSTEM

INTERNATIONAL CORP. BALANCE SHEETS

			2024

			2024
ASSETS
Current assets:
Cash	333		$	6,099
Accounts receivable, administrative fees	-			10,500
Prepaid expenses	15,453			15,272
Total current assets	15,786			31,871
Investment in NetCo	-			128,240
Total assets	15,786		$	160,111
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	215,958		$	167,898
Accrued expenses	37,673			68,576
Notes payable, including accrued interest	317,734			250,000
Current portion of long-term notes payable, including accrued interest	1,295,405			4,059,366
Bridge loan payable, related party, including accrued interest	171,857			-
Convertible debt, including accrued interest	118,814			108,646
Derivative liability, guarantee	-			650,000
Total liabilities	2,157,441			5,304,486
Commitments and contingencies (see Note 7)	-			-
Shareholders’ equity (deficit):
Common stock, .01 par value, 100,000,000 shares authorized, 50,316,672 shares issued at December 31, 2025 and 2024 and 46,881,475 shares outstanding at December 31, 2025 and 2024	468,815			468,815
Additional paid-in capital	291,570,255			290,947,417
Accumulated deficit	(293,980,971	)		(296,360,853	)
Treasury stock, at cost, 3,435,197 shares at December 31, 2025 and 2024	(199,754	)		(199,754	)
Total shareholders’ equity (deficit)	(2,141,655	)		(5,144,375	)
Total liabilities and shareholders’ equity (deficit)	15,786		$	160,111

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statements.

| F-2 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

STATEMENTS

OF OPERATIONS

	2025			2024
	Years Ended
	December 31,
	2025			2024
Administrative fee income	$	-		$	12,000
Operating expenses:
General and administrative expenses		238,755			880,947
Litigation expenses (Note 7)		-			58,975
Total operating expenses		238,755			939,922
Loss from operations		(238,755	)		(927,922	)
Other (income) expenses:
Loss on derivative instrument		-			90,000
Gain on disposal of equity method investment		(1,171,760	)		-
Relief of indebtedness income		(1,697,024	)		-
Interest expense		256,219			425,417
Total other (income) expenses		(2,612,565	)		515,417
Income (loss) before income taxes		2,373,810			(1,443,339	)
Provision for income tax		-			-
Net income (loss) before equity in net loss of equity method investees		2,373,810			(1,443,339	)
Equity in net income (loss) of equity method investees		640			(161,046	)
Income from (impairment of) equity method investee, NewStem		5,432			(1,628,657	)
Net income (loss)	$	2,379,882		$	(3,233,042	)
Basic and diluted net income (loss) per share:
Net income (loss) per share - basic	$	0.05		$	(0.07	)
Weighted average number of shares outstanding – basic	$	46,881,475		$	46,881,475
Net income (loss) per share - diluted	$	0.05		$	(0.07	)
Weighted average number of shares outstanding - diluted	$	47,795,437		$	46,881,475

The

accompanying notes are an integral part of these financial statements.

| F-3 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

STATEMENTS

OF SHAREHOLDERS’ EQUITY (DEFICIT)

	Shares		Stock		Capital		Deficit			Shares		Stock			Equity
										Number
					Additional					of					Total
	Number of		Common		Paid-In		Accumulated			Treasury		Treasury			Shareholders’
	Shares		Stock		Capital		Deficit			Shares		Stock			Equity
Balance, December 31, 2023		46,881,475	$	468,815	$	290,907,217	$	(293,127,811	)		3,435,197	$	(199,754	)	$	(1,951,533	)
Net loss		-		-		-		(3,233,042	)		-		-			(3,233,042	)
Stock issued		-		-		-		-			-		-			-
Stock-based compensation		-		-		40,200		-								40,200
Balance, December 31, 2024		46,881,475		468,815		290,947,417		(296,360,853	)		3,435,197		(199,754	)		(5,144,375	)
Balance		46,881,475		468,815		290,947,417		(296,360,853	)		3,435,197		(199,754	)		(5,144,375	)
Net income		-		-		-		2,379,882			-		-			2,379,882
Net income (loss)		-		-		-		2,379,882			-		-			2,379,882
Debt restructuring						614,000										614,000
Stock-based compensation		-		-		8,838		-			-		-			8,838
Balance, December 31, 2025		46,881,475	$	468,815	$	291,570,255	$	(293,980,971	)		3,435,197	$	(199,754	)	$	(2,141,655	)
Balance		46,881,475	$	468,815	$	291,570,255	$	(293,980,971	)		3,435,197	$	(199,754	)	$	(2,141,655	)

The

accompanying notes are an integral part of these financial statements.

| F-4 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

STATEMENTS

OF CASH FLOWS

	2025			2024
	Years Ended
	December 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	2,379,882		$	(3,233,042	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Equity in net loss of equity method investees		-			161,046
Impairment loss, NewStem		-			1,628,657
Bad debt expense		-			500,000
Accretion of discount on note payable		60,417			177,768
Loss on derivative instrument		-			90,000
Gain on disposal of equity method investment		(1,171,760	)		-
Relief of indebtedness income		(1,697,024	)		-
Accrued interest added to short term notes payable		36,830			-
Accrued interest added to long-term notes payable		136,647			206,999
Accrued interest added to bridge loan payable		9,990			-
Accrued interest added to convertible debt		10,168			8,646
Stock-based compensation		8,838			40,200
Change in operating assets and liabilities:
Accounts receivable, administrative fees		10,500			(10,500	)
Prepaid expenses		(181	)		18,268
Accounts payable		48,060			113,641
Accrued expenses		-			26,353
Net cash used in operating activities		(167,633	)		(271,964	)
Cash flows from investing activities:
Loans made		-			(250,000	)
Net cash used in investing activities		-			(250,000	)
Cash flows from financing activities:
Proceeds from convertible debt	$	-		$	100,000
Proceeds from note payable, current		-			375,000
Proceeds from bridge loan payable		161,867			-
Net cash provided by financing activities		161,867			475,000
Net change in cash		(5,766	)		(46,964	)
Cash at the beginning of the year		6,099			53,063
Cash at the end of the year	$	333		$	6,099
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	2,166		$	1,922
Supplemental Non-Cash Investing and Financing Activities:
Interest capitalized to notes payable	$	36,000		$	-
Settlement of long term notes payable	$	2,997,025		$	-
Settlement of derivative liability, net of interest	$	614,000		$	-

The

accompanying notes are an integral part of these financial statements.

| F-5 |

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NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

NOTE

1—NATURE OF OPERATIONS

Description of Business

NewStem focused on the development and commercialization of diagnostic technology that can predict patients’ anti-cancer drug resistance, allowing for targeted cancer treatments and the potential to reduce resistance to chemotherapy.

NetCo is a legacy media business interest which owns “Net Force”, a book publishing franchise.

Going Concern, Liquidity and Management’s Plans

Since

inception, the Company has accumulated a deficit of approximately $294,000,000. The accumulated deficit of the Company subsequent to its business focus shift and name change in September 2018 is approximately $7,300,000 which is comprised primarily of allocated losses from equity method investments and general and administrative costs incurred by the Company.

The

Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising as well as monetization of assets held related to equity method investments as well as potential merger or buyout transactions. Specifically, the Company sold its interest in NetCo to its joint venture partner in a transaction that satisfied the related debt (litigation funding agreement). Also, the Company is working with former NewStem management to monetize the technology of NewStem and has an agreement in place to receive up to $3,750,000 of any monetization of these licenses and related intangible assets. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that the Company will realize any value from the retained interest in intangible assets or technology of NewStem, which was liquidated in August 2025 (see Note 3).

The

Company has in place a finance agreement with two individuals who are shareholders and directors under which it borrowed $750,000 and an additional finance agreement with a shareholder under which it borrowed $300,000 for working capital needs (see Note 4). Additionally, the Company entered into additional finance agreements with unrelated parties in December 2023 and April 2024 under which it borrowed an additional $450,000 for working capital needs and to fund NewStem (see Note 4). All funds available pursuant to these agreements have been received. During the year ended December 31, 2025, the Company’s executive chairman advanced $161,867 to the Company as an interim bridge loan to fund ongoing expenses. The Company will need to obtain additional funds to continue operations for the next 12 months.

On May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was monetized to settle the litigation funding liability to Omni Bridgeway in full. See Note 8.

In view of the matters described above, the Company’s ability to meet financing requirements is dependent upon the ability to complete additional fundraising or obtain additional financing, and/or monetize the intangible assets of NewStem. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

| F-6 |

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NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

NOTE

2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP.

Useof Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cashand Cash Equivalents

Cash and cash equivalents include certain investments in highly liquid debt instruments with original maturities of three months or less at the date of purchase. The Company had no cash equivalents as of either year end.

EquityInvestments

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors, including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Balance Sheets or Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in net income (loss) of equity method investees” in the Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investment in Investee company” in the Company’s Balance Sheets.

When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

The Company reviews equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

The Company held a minority investment in an entity, NewStem, which was accounted for pursuant to the equity method of accounting until its dissolution in August 2025. Additionally, until May 9, 2025 the Company was a 50% joint venture partner in NetCo which was accounted for pursuant to the equity method of accounting. See Note 3.

Reclassifications

Accrued

interest of $30,903 has been reclassified from accrued expenses on the balance sheet to be presented as part of the related notes payable balance as of December 31, 2025.

| F-7 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

DerivativeFinancial Instruments

The

Company had in place a financial instrument, in the form of a note payable, which included an identified embedded derivative in the form of a guarantee. The identified embedded derivative was bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the year ended December 31, 2024, the Company recognized a loss on derivative financial instruments of $90,000. Proceeds from the note payable are shown as cash from financing instruments and the loss on derivative instrument is included as an adjustment to reconcile loss to net cash used in operating activities in the statements of cash flows for the years ended December 31, 2025 and 2024. The financial instrument was amended on May 16, 2025 to remove the guarantee and replace the guarantee with fixed interest of $36,000 through September 30, 2025. This amendment terminated the embedded derivative and pursuant to ASC 470 for troubled debt restructuring with a related party. The Company recognized a gain on derivative financial instruments of $650,000 net of interest expense of $36,000 as an equity transaction for troubled debt restructuring during the year ended December 31, 2025.

TreasuryStock

Shares of common stock repurchased are recorded at cost as treasury stock.

Stock-BasedCompensation

The Company accounts for stock-based awards in accordance with applicable accounting principles, which require compensation expense related to share-based transactions to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all stock options, the Company recognizes expense on an accelerated basis over the requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model.

In the event of the termination of an employee, third party service provider, officer or Director’s service on the Board of the Company for any reason other than for cause, all of the options which are then vested may be exercised within 18 months of such termination, provided that, in no event shall this extension period continue beyond the expiration of the term of the option(s). In addition, any such extension shall be applicable only to the extent that such option or options are vested and exercisable according to the terms of the Plan and this Agreement. Any unvested options are immediately terminated on the effective date of the termination. In the event of termination of an employee, third party service provider, officer or Director’s service for cause, all options are forfeited and deemed cancelled and no longer exercisable on the date of termination.

See Note 5 for the assumptions used to calculate the fair value of stock-based compensation. Upon the exercise of options, it is the Company’s policy to issue new shares rather than utilizing treasury shares.

| F-8 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

IncomeTaxes

Deferred income taxes are determined using the asset and liability method in accordance with Accounting Standards Codification (“ASC”) Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income taxes is recognized in the statement of operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

Basicand Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if the effect of doing so would be antidilutive.

The following data represents the amounts used in computing earnings per share and the effect on net income (loss) and the weighted average number of shares of dilutive potential common stock:

SCHEDULE

OF AMOUNTS USED IN COMPUTING EARNINGS PER SHARE AND EFFECT ON INCOME (LOSS) AND WEIGHTED AVERAGE NUMBER OF SHARES

	2025		2024
	Year Ended December 31,
	2025		2024
Net income (loss) available to common shareholders	$	2,379,882	$	(3,233,042	)
Weighted average shares outstanding:
-Basic		46,881,475		46,881,475
Basic net income (loss) per share	$	0.05	$	(0.07	)
Net income (loss) attributable to common shareholders	$	2,379,882	$	(3,233,042	)
Effect of dilutive securities:
Convertible debt, interest		10,169		-
Net income (loss) attributable to common shareholders	$	2,390,051	$	(3,233,042	)
Weighted average shares outstanding:
-Basic		46,881,475		46,881,475
Add: Convertible Debt		913,962		-
Add: Stock options		-		-
-Diluted		47,795,437		46,881,475
Diluted net income (loss) per share	$	0.05	$	(0.07	)

| F-9 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

Common stock equivalents excluded from the computation of earnings per share for the years ended:

SCHEDULE OF OPTIONS AND WARRANTS EXCLUDED FROM COMPUTATION

OF EARNINGS PER SHARE

	2025		2024
	Year Ended December 31,
	2025		2024
Warrants		-		3,000,000
Stock options		6,060,000		6,210,411
Convertible debt		-		827,323
Anti-dilutive securities		-		827,323

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The Company adopted ASU 2023-09 for the current year and has elected to apply the standard on a prospective basis.

NOTE

3—EQUITY METHOD INVESTMENTS

Investmentin NewStem

In

2018, the Company entered into a Share Purchase Agreement with NewStem and other related parties to provide aggregate funding of up to $4,000,000 to NewStem. This funding was to be provided through the sale of up to 50,000 common shares of NewStem to the Company representing 33% of NewStem’s outstanding shares. In 2018, the Company purchased 25,000 shares of NewStem for $2,000,000 acquiring an ownership interest of 20%. The Company made additional investments in 2019 and 2020 purchasing 12,500 shares each year for a $1,000,000 investment each year resulting in an ownership interest of 30.51% as of December 31, 2024 and until its liquidation in August 2025.

The Company accounted for its investment in NewStem under the equity method.

NewStem was a development stage company which incurred losses since its inception and generated only minimal revenues under a licensing agreement. NewStem was liquidated in August 2025.

During

the year ended December 31, 2024, the Company signed an agreement (the “Purchase Agreement”) to acquire the remainder of NewStem in exchange for shares of Company stock as well as funding for NewStem operations. In anticipation of this transaction, the Company advanced $250,000 to NewStem in December 2023 and an additional $250,000 in March 2024. The related note agreement bore no interest and was payable on December 30, 2024. The agreement provided for discharge of the note upon the closing of the anticipated acquisition transaction. The Purchase Agreement was not fully consummated, and no Company shares were issued to NewStem shareholders in exchange for NewStem shares, therefore the note was not discharged. The Company determined that collection of the note was unlikely due to NewStem’s liquidation status and lack of assets. As such, the Company wrote the note off as a bad debt during the year ended December 31, 2024.

The

Company assessed its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist. During the year ended December 31, 2024, indicators of impairment became evident due to the inability of NewStem to raise funds. Due to the inability to raise funds, NewStem was unable to continue operations and dissolved in August 2025. The intangible assets of NewStem, including license agreements, have reverted to the licensor, Yissum (the commercial division of Hebrew University). The Company has reached an agreement with Yissum regarding the potential monetization of these intangible assets which provides for the Company to receive up to $3,750,000 in the event of re-licensing or monetizing the licenses or related technology developed by NewStem. Due to the current uncertainty of the timing of recovery of any value from these intangible assets and the liquidation status of NewStem, the Company fully impaired the investment in NewStem and reduced the carrying value to zero ($0) at December 31, 2024. On August 14, 2025, the Company received $5,432 from NewStem upon the final closing of their accounts which was recorded as a reduction of the previously recognized impairment loss in the condensed statements of operations for the year ended December 31, 2025. In October 2025, the Company wrote off all asset accounts and the related impairment and ceased accounting for NewStem.

| F-10 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

During

the year ended December 31, 2024, the Company recorded a reimbursement due to NewStem of approximately $42,000 for audit and accounting related costs which was offset against the note receivable from NewStem. No such reimbursements were made during the year ended December 31, 2025.

The following table represents the Company’s investment in NewStem:

SCHEDULE OF INVESTMENTS

	2025		2024
	Year Ended December 31,
	2025		2024
Investment in NewStem, beginning	$	-	$	1,784,234
Allocation of net loss from NewStem		-		(155,577	)
Investment in NewStem before impairment		-		1,628,657
Impairment loss recorded		-		(1,628,657	)
Investment in NewStem, ending	$	-	$	-

The results of operations and financial position of the Company’s investment in NewStem are summarized below:

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT

	2025		2024
	Year Ended December 31,
	2025		2024
Condensed income statement information:
Net revenues	$	-	$	-
Gross margin	$	-	$	-
Net loss	$	-	$	(510,000	)
Company’s allocation of net loss from NewStem	$	-	$	(155,577	)
	2025		2024
---	---	---	---	---
	As of December 31,
	2025		2024
Condensed balance sheet information:
Current assets	$	-	$	100,000
Non-current assets	$	-	$	2,000
Current liabilities	$	-	$	548,000
Non-current liabilities	$	-	$	-

Investmentin NetCo

As

of December 31, 2024, NovelStem owned a 50% interest in NetCo, a joint venture that owns the Net Force publishing franchise. On May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was sold to the Company’s JV partner for $1,300,000 to settle the related litigation funding liability to Omni Bridgeway in full. This transaction was fully consummated as funds were received by Omni Bridgeway from CP Partners pursuant to the terms of the agreement.

| F-11 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

The Company accounted for its investment in NetCo under the equity method and recognized nominal royalties and administrative fees from this arrangement. The Company assessed its investment in NetCo for impairment on an annual basis or more frequently if indicators of impairment existed.

The following table represents the Company’s investment in NetCo:

SCHEDULE OF INVESTMENTS

	2025			2024
	Year Ended December 31,
	2025			2024
Investment in NetCo, beginning	$	128,240		$	133,709
Allocation of net income (loss) from Netco		640			(5,469	)
Distribution from NetCo		(640	)		-
Sale of ownership interest in NetCo		(128,240	)		-
Investment in NetCo, ending	$	-		$	128,240

The results of operations and financial position of the Company’s investment in NetCo are summarized below:

SCHEDULE OF OPERATIONS AND FINANCIAL POSITION INVESTMENT

	2025		2024
	Year Ended December 31,
	2025		2024
Condensed income statement information:
Net sales	$	1,280	$	1,479
Gross margin	$	1,280	$	1,362
Net income (loss)	$	1,280	$	(10,938	)
Company’s allocation of net income (loss) from NetCo	$	640	$	(5,469	)

	2025		2024
	As of December 31,
	2025		2024
Condensed balance sheet information:
Current assets	$	-	$	1,305
Non-current assets	$	-	$	272,799
Current liabilities	$	-	$	10,748
Non-current liabilities	$	-	$	-

| F-12 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

NOTE

4—NOTES PAYABLE

In December 2023, the Company entered into two short term notes payable with unrelated parties, Hewlett Fund and AIGH Investment Partners, LLC. The notes are for $125,000 each, for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and originally matured on December 21, 2024. The maturity date for both notes has been extended until June 30, 2026 at which time all principal and accrued interest are due and payable. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction. Interest expense related to these notes was $36,830 and $30,082, respectively, for the years ended December 31, 2025 and 2024.

Long-term notes payable are summarized as follows:

SCHEDULE OF LONG TERM NOTES PAYABLE

	As of December 31,
	2025			2024
Notes payable related parties:
Notes payable director and Executive Chairman	$	821,766		$	821,766
Accrued interest added to note balance		129,208			38,392
Total notes payable director and Executive Chairman		950,974			860,158
Note payable shareholder, principal amount		300,000			300,000
Accrued interest added to note balance		44,431			-
Less unamortized discount		-			(60,417	)
Total note payable shareholder		344,431			239,583
Note payable, litigation funding agreement:
Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P.		-			2,819,196
Accrued interest added to agreement balance		-			140,429
Total note payable, litigation funding agreement		-			2,959,625
Total notes payable		1,295,405			4,059,366
Less current portion		(1,295,405	)		(4,059,366	)
Long-term notes payable	$	-		$	-

During the year ended December 31, 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a shareholder and member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The note agreements were refinanced in August 2024 providing for total borrowings of $750,000. The agreements provide for interest at a rate of 10% per annum and matured December 31, 2025. As of the date of financial statements, the full amount of $750,000 has been funded pursuant to these agreements and the maturity date has been extended to June 30, 2026. Interest expense related to these notes was $90,816 and $66,570, respectively, for the years ended December 31, 2025 and 2024.

On May 5, 2023, the Company entered into a long-term note payable with a shareholder for $300,000 in financing to be funded $150,000 at inception and $150,000 in October 2023. This note bore interest at zero percent (0%) and originally matured on May 5, 2025. The note included a guarantee which was identified as an embedded derivative with a fair value of a liability of $650,000 at December 31, 2024 which is reported separately on the balance sheet. The fair value of the note exceeded the proceeds, and the note was discounted at inception so that the net liability was the fair value of the derivative. Accretion of the note discount of $60,417 and $177,768, respectively, is included in interest expense in the statement of operations for the years ended December 31, 2025 and 2024. This note agreement was restructured during 2025 to provide for a fixed amount of interest in lieu of the guarantee. This amendment, which was determined to be accounted for pursuant to the provisions of ASC 470 for troubled debt restructurings with related parties, ended the discounting of the note and the separate recording of an embedded derivative, as the note now bears interest and contains no identifiable embedded derivative. As such, the relief of the guarantee was recorded as an adjustment to equity in the accompanying financial statements and interest expense of $36,000 was accrued and treated as a reduction to equity. Beginning October 1, 2025, the note began to bear interest at a rate of 10% per annum and $8,431 of interest expense was accrued during the year ended December 31, 2025. The note matures December 31, 2026.

| F-13 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

NotePayable, Litigation Funding Agreement

On

February 11, 2022, the Company entered into a nonrecourse litigation funding agreement (the “Agreement”) with Omni Bridgeway (Fund 4) Invt. 3 L.P. (“Omni”) related to an arbitration proceeding disclosed in Note 7. The Agreement provided for Omni to fund all costs related to the arbitration up to $1,000,000 in exchange for an assignment of a certain portion of rights to and interest in claims related to this arbitration. The agreement provided for specific calculations of the portion of any claims collected to be received by Omni with the remainder collectible by the Company. Additionally, the agreement provided for repayment of funded costs pursuant to the same multiple calculations in the event of a favorable outcome that does not include the collection of claims.

During

July 2023, the arbitration was settled. As a result of the ruling disclosed in Note 7, the liability became probable and reasonably estimable, and the Company recorded the full liability due to Omni as of December 31, 2023. This liability consists of expenses funded by Omni of $933,065, including $310,000 advanced for working capital, and related fees to Omni calculated as contractual multiples of funding totaling $1,886,131 for a total liability of $2,819,196. This agreement bore interest at 5% per annum beginning January 2024 and was payable in full on January 10, 2025. The Company accrued interest related to the Agreement of $37,400 and $140,429, respectively, during the years ended December 31, 2025 and 2024.

The

Company began negotiations for settlement of this Agreement during 2024 and on May 9, 2025, the Company entered into a Settlement Agreement and Release with our JV partner in NetCo, C.P. Group, and Omni whereby our interest in NetCo was sold in exchange for funds of $1,300,000 which were paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement. This transaction resulted in relief of indebtedness income of $1,697,024 during the year ended December 31, 2025.

BridgeLoan

In February 2025, Jan Loeb, Executive Chairman, began advancing funds to the Company for operating expenses in the form of an interim bridge loan until alternate funding sources can be found. The bridge loan matured December 31, 2025 and has been extended to June 30, 2026. The Company is accruing interest at 10% per annum for these advances. The total advanced during the year ended December 31, 2025 was $161,867. Interest expense related to these advances was $9,990, during the year ended December 31, 2025.

ConvertibleDebt

In April 2024, the Company borrowed $100,000 from unrelated parties pursuant to convertible debt agreements accounted for as debt. These agreements bear interest at 10% per annum and matured December 30, 2025. The maturity dates have been extended to June 30, 2026. The unpaid principal balance of these notes and any accrued interest may be converted into shares of the Company’s common stock at a conversion price of $0.13 per share. Interest accrued related to these agreements was $17,595 and $8,646, respectively, during the years ended December 31, 2025 and 2024.

NOTE

5—EQUITY

(a) General

At

December 31, 2025 and 2024, the Company had issued 50,316,672 shares and had 46,881,475 shares of its common stock outstanding with a par value of $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board, and to share ratably in the assets of the Company legally available for distribution in the event of liquidation, dissolution or winding up of the Company.

| F-14 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

(b) Summary Employee Option Information

The

Company’s stock option plans provide for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or at the end of the option term, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within six years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan approved by the Company’s board of directors on November 12, 2018, an aggregate of 6,360,000 options have been issued to directors and investor relations professionals of which 300,000 have expired and 6,060,000 remain outstanding.

The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the options issued (in weighted averages) during the year ended December 31, 2024:

SCHEDULE OF FAIR VALUE OF OPTION USING VALUATION ASSUMPTIONS

Risk-free interest rate		4.3	%
Expected term, in years		5.09
Expected volatility		116.9	%
Expected dividend yield		0	%
Determined weighted average grant date fair value per option	$	0.06

No options were issued during the year ended December 31, 2025.

The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 6 years. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups in order to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the period since the Company’s shift in business focus to biotech. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The dividend yield of 0% is based on the Company’s history and expectation of dividend payout. The Company has not paid and does not anticipate paying dividends in the near future.

A summary of the Company’s option plans as of December 31, 2025 and 2024, as well as changes during each of the years then ended, is presented below:

SCHEDULE OF STOCK OPTION ACTIVITIES

	Year Ended December 31,
	2025					2024
	Number			Weighted		Number		Weighted
	of			Average		of		Average
	Options			Exercise		Options		Exercise
	(in shares)			Price		(in shares)		Price
Outstanding at beginning of year		6,360,000			0.135		5,760,000		0.143
Granted		-			-		600,000		0.060
Forfeited or expired		(300,000	)		0.100		-		-
Outstanding at end of year		6,060,000			0.137		6,360,000		0.135
Exercisable at end of year		6,060,000			0.137		5,760,000		0.135

Stock-based

compensation expense was approximately $8,800 and $40,000 in the years ending December 31, 2025 and 2024, respectively.

| F-15 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

The

total compensation cost related to non-vested awards not yet recognized was approximately $9,000 as of December 31, 2024.

(d) Warrants

The Company had issued warrants at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows:

SUMMARY OF WARRANTS ACTIVITY

	Year Ended December 31,
	2025					2024
	Number of			Weighted		Number		Weighted
	shares			Average		of		Average
	underlying			Exercise		Options		Exercise
	warrants			Price		(in shares)		Price
Outstanding at beginning of year		3,000,000			0.12		3,000,000		0.12
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited or expired		(3,000,000	)		0.12		-		-
Outstanding at end of year		-			-		3,000,000		0.12

The warrant agreements were amended on May 12, 2023 to extend the expiration date to June 28, 2025. The warrants outstanding at December 31, 2024 had a weighted average remaining contractual life of approximately

1.5

six months, all warrants expired on June 28, 2025.

NOTE

6—INCOME TAXES

For

the years ended December 31, 2025 and 2024, the Company incurred tax basis net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2025 and 2024, the Company had approximately $41,000,000 and $48,000,000, respectively of net operating losses subject to IRC Section 382 limitations, of which $13,600,000 and $10,600,000, respectively, were available for carryforward after the consideration of IRC Section 382 limitations. State of Florida net operating losses available for carryforward approximate the federal net operating loss carryforward amounts.

The federal and state net operating losses began expiring in 2021. Approximately $7,400,000 and $1,100,000, respectively of federal and state losses expired in December 2025, and approximately $5,000,000 and $300,000, respectively, of federal and state losses expired in December 2024. The Company has approximately $9,032,000 in federal and state losses that do not expire. The remaining losses expire from 2026 through 2036. The majority of these expiring losses are further limited by IRC section 382 as shown in the deferred tax table below. All such deferred tax assets have been offset with a full valuation allowance.

The composition of income (loss) before income taxes is as follows:

SCHEDULE

OF INCOME LOSS BEFORE INCOME TAXES

	2025		2024
	Year Ended December 31,
	2025		2024
Domestic	$	2,373,810		(1,443,339	)

The Company’s income tax provision differs from the expense that would result from applying statutory rates to income before taxes.

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Recently Adopted Accounting Standards, the reconciliation of taxes at the federal statutory rate to our provision for income tax for the year ended December 31, 2025 was as follows:

SCHEDULE

OF FEDERAL STATUTORY RATE TO OUR PROVISION FOR INCOME TAX

	Amount			Tax Rate
	Year Ended December 31,
	2025
	Amount			Tax Rate
Computed tax at the federal statutory rate of 21%	$	498,500			21.00	%
Increase (decrease) in income tax rate resulting from:
Nondeductible/nontaxable items
Stock compensation		1,856			0.00	%
Interest, related party, note discount and limitation		53,806			2.00	%
Loss on dissolution of equity method investment		(840,000	)		(35.00	)%
Other		(1,148	)		0.00	%
State income taxes, net of federal income tax benefit		103,261			4.00	%
Net Operating Loss Expiration		1,545,358			65.00	%
Permanent difference - relief of indebtedness income		(356,375	)		(15.00	)%
Foreign rate differential
Change in federal valuation allowance		(1,005,258	)		(42.00	)%
Total provision for income tax	$	-			0.00	%

As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU No. 2023-09, reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:

	Amount			Tax Rate
	Year Ended December 31,
	2024
	Amount			Tax Rate
Computed tax at the federal statutory rate of 21%		(303,101	)		21.00	%
State income taxes, net of federal income tax benefit		(62,785	)		4.35	%
Foreign rate differential		(24,892	)		1.72	%
Change in federal valuation allowance		390,778			(27.07	)%
Permanent difference - relief of indebtedness income		-			0.00	%
Total provision for income tax	$	-			0.00	%

The Company has changed the calculation

of income tax at the statutory rate based on net loss after losses from equity method investments of $3,233,042, as previously shown in our December 31, 2024 financial statements, to calculate income tax at the statutory rate based on net loss before income taxes, prior to the consideration of losses from equity method investments of $1,443,339.

| F-16 |

| --- |

NOVELSTEM

INTERNATIONAL CORP.

Notes

to Financial Statements

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets as of December 31, 2025 and 2024 consist of the following:

SCHEDULE OF DEFERRED TAX ASSETS

	2025			2024
	As of December 31,
	2025			2024
Outside tax basis difference in equity investments	$	-		$	1,700,000
Federal and state net operating loss carryforwards available after consideration of IRC Section 382 limitations		3,610,354			2,801,830
General business credit		41,552			41,552
Related party interest and accretion of note discount		55,900			71,666
IRC Sec. 163(j) interest limitation		70,926			-
Loss on derivative instrument		-			92,750
Stock compensation		267,270			262,560
Total deferred tax assets	$	4,046,002		$	4,970,358
Federal and state net operating loss carryforwards subject to IRC Section 382 limitations		10,906,631			13,644,005
Less valuation allowance for net operating loss limitations		(10,906,631	)		(13,644,005	)
Valuation allowance		(4,046,002	)		(4,968,553	)
Subtotal deferred tax assets		-			1,805
Deferred tax liability, equity method basis difference		-			(1,805	)
Net deferred tax assets	$	-		$	-

Management has evaluated all tax positions that could have a significant effect on the financial statements and determined the Company had no significant uncertain income tax positions at December 31, 2025 and 2024.

NOTE

7—COMMITMENTS AND CONTINGENCIES

The Company was the claimant in an arbitration proceeding against their 50% partner in NetCo. Arbitration proceedings concluded during 2022, and the arbitrator rendered a decision in July 2023. The arbitrator ruled against the Company on certain key issues of arbitration and in the Company’s favor on two key issues of arbitration.

As

a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized and a total liability of $2,819,196 was recorded. In May 2025 the Company’s interest in NetCo was sold in exchange for funds of $1,300,000 which were paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement.

NOTE

8—SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these financial statements were available to be issued and filed with the SEC.

To date in 2026, the Company borrowed additional funds totaling approximately $28,000

from the Executive Chairman pursuant to the interim bridge loan disclosed in Note 4.

On

March 13, 2026, the Company received $250,000 in exchange for 2,450,980.39 shares of common stock of the Company from an unrelated party.

| F-17 |

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---	---
Exhibit Number	Description
---	---
3.1	Third Amended and Restated Articles of Incorporation December 1999 (1)
3.2	Articles of Amendment to Articles of Incorporation 2004 (1)
3.3	Articles of Amendment to Articles of Incorporation 2018 (1)
3.4	Bylaws (1)
3.5	Articles of Association of NewStem (1)
10.1	Equity Incentive Plan (1)
10.2	Joint Venture Agreement by and between the Company and NetCo (1)
10.3	Financing Agreement dated May 2022 (1)
10.4	Amendment to Financing Agreement dated July 2022 (1)
10.5	Promissory Note issued to Jan Loeb (1)
10.6	Promissory Note issued to Jerry Wolasky (1)
10.7	Form of NovelStem Subscription Agreement (1)
10.8	NewStem Share Purchase Agreement (1)
10.9	Redacted Litigation Funding Agreement with Omni Bridgeway (1)
10.10	Promissory Note issued to Stephen Gans (1)
10.11	1^st^Amendment to Promissory Note issued to Jan Loeb (1)
10.12	1^st^Amendment to Promissory Note issued to Jerry Wolasky (1)
10.13	1^st^ Amendment to Promissory Note issued to Stephen Gans (1)
10.14	Bridge Note issued to Jan Loeb (1)
10.15	2^nd^ Amendment to Promissory Note issued to Stephen Gans (1)
10.16	Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.17	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.18	Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.19	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Previously<br> filed.
---	---

Item16. Form 10–K Summary.

Not applicable

| 27 |

| --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 25, 2026.

NovelStem International Corp.
By:	/s/ Jan H Loeb
	Jan<br> H. Loeb
	President<br> and Executive Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jan H. Loeb	President<br> and Executive Chairman	March<br> 25, 2026
Jan<br> H. Loeb
/s/ Christine Jenkins	Vice<br> President and Chief Financial Officer	March<br> 25, 2026
Christine<br> Jenkins
/s/ Mitchell Rubenstein	Director	March<br> 25, 2026
Mitchell<br> Rubenstein
/s/ Eric Richman	Director	March<br> 25, 2026
Eric<br> Richman
/s/ David Seltzer	Director	March<br> 25, 2026
David<br> Seltzer
/s/ Jerry Wolasky	Director	March<br> 25, 2026
Jerry<br> Wolasky
/s/ Tracy Clifford	Director	March<br> 25, 2026
Tracy<br> Clifford

| 28 |

| --- |

Exhibit10.16

I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that:

1.	I<br> have reviewed this report on Form 10-K of NovelStem International Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant is made known to us by others within those entities, particularly<br> during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and l have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> March 25, 2026
---	---
By:	/s/ Jan H. Loeb
	Jan<br> H Loeb
	Principal<br> Executive Officer and Executive Chairman

Exhibit10.17

I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp., certify that:

1.	I<br> have reviewed this report on Form 10-K of NovelStem International Corp.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant is made known to us by others within those entities, particularly<br> during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and l have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Dated:<br> March 25, 2026
---	---
By:	/s/ Christine T. Jenkins
	Christine<br> T. Jenkins
	Chief<br> Financial Officer

Exhibit10.18

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Officer and Executive Chairman of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
/s/ Jan H. Loeb
---
Jan<br> H. Loeb
Principal<br> Executive Officer and Executive Chairman
March<br> 25, 2026

Exhibit10.19

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company.
/s/ Christine T. Jenkins
---
Christine<br> T. Jenkins
Chief<br> Financial Officer
March<br> 25, 2026