Note 15 — Subsequent Events

Potential Business Combination:

On April 8, 2025, the Company issued a press release announcing the execution of a “Non-Binding Letter of Intent contemplating a potential business combination transaction with Ocuvex Therapeutics, Inc. (“Ocuvex”), a privately held biopharmaceutical company focused on the development and commercialization of ophthalmic therapeutic candidates to address highly prevalent diseases in need of new treatment options. The Company and Ocuvex intend to continue negotiations to enter into a definitive agreement. Upon closing of the proposed transaction, the Company will acquire all the issued and outstanding equity interests of Ocuvex in exchange for newly issued shares of common stock of the Company. Immediately following the closing of the proposed transaction, the pre-closing Ocuvex equity holders will own approximately 90% of the equity interests in the Company.

ELOC Draws and Series C Preferred Stock Redemption:

As of June 12, 2025, the Company has sold approximately 8,250,000 shares under the ELOC Purchase Agreement for aggregate proceeds of approximately $0.5 million, for a total of 36,014,496 shares sold under the ELOC Purchase Agreement for gross proceeds of approximately $6.2 million.

As of June 12, 2025, an additional amount of $150,531 is due to the PIPE Series C investors for 120 Series C preferred shares that remain due from the most recent ELOC draw. These 120 shares remain subject to future redemption.

Veru Agreement Waivers:

On April 23, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April 2024 Promissory Note to June 30, 2025.

Reverse stock split:

On May 30, 2025, the Company’s Board of Directors approved a reverse stock split of the Company’s common stock, par value $0.00001 per share, at a ratio in the range of 1-for-10 to 1-for-150, to become effective within one year. On June 11, 2025, the Company announced a reverse stock split with a ratio of 1-for-85. The reverse stock split is scheduled to go into effect on June 13, 2025. The earnings per share figures herein have not been adjusted.

Keystone Notes Payable:

On May 16, 2025, the Company issued a promissory note to Keystone Capital Partners, LLC with original issue discount of $44,117.65, in an aggregate principal amount of $294,117.65. The note is due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from its Equity Line of Credit with the Investor or (ii) February 16, 2026, subject to mandatory prepayment in the event that the Company raises sufficient additional capital through other securities offerings. The note is subordinate to the Company’s existing debt obligations to Veru Inc. The note does not initially bear interest, however, any amounts due under the note which are not paid when due shall incur a late charge of 15% per annum until such amount is paid in full.

On June 5, 2025, the Company issued a promissory note to Keystone Capital Partners, LLC with original issue discount of $22,058.82, in an aggregate principal amount of $147,058.82. The note is due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from the ELOC and (ii) March 5, 2026, subject to mandatory prepayment in the event that the Company raises sufficient additional capital through other securities offerings. The note is subordinate to the Company’s existing debt obligations to Veru Inc. The note does not initially bear interest, however, any amounts due under the note which are not paid when due shall incur a late charge of 15% per annum until such amount is paid in full.