Note 5. Asset Purchase Agreement

eXIthera Pharmaceuticals, Inc.

On September 12, 2025, the Company entered into an Asset Purchase Agreement (the “eXIthera APA”) with eXIthera Pharmaceuticals (“eXIthera”). Pursuant to the terms of the eXIthera APA, the Company acquired all of the rights, title and interests in assets owned or held for use by it in connection with the compounds known as frunexian (EP-7041) and EP-7327 and certain other compounds including all intellectual property, regulatory filings, clinical and non-clinical data, market analyses, commercialization plans, all inventory related to the compounds and other rights. In addition, the Company acquired the exclusive license agreement (the “Haisco License Agreement”) with Sichuan Haisco Pharmaceutical Co., Ltd. (“Haisco”), which relates to the development and commercialization of frunexian in the People’s Republic of China. In consideration of the purchase of the assets, the Company paid $50,000 at closing. As additional consideration, the eXIthera APA provides for contingent milestone payments by the Company to eXIthera upon achievement of development milestones in an amount not to exceed $15 million.

As additional consideration, the Company agreed to pay the eXIthera royalties equal to 2% of annual net sales of the pharmaceutical products containing any compounds that are subject to the eXIthera APA. In addition, the Company agreed to pay eXIthera 50% of all royalties received by the Company from the Haisco Licensing Agreement following the potential future commercialization of frunexian by Haisco. The contingent milestone payments and royalty payments are payable in cash, common stock, or in any combination thereof at the Company’s discretion.

The Company accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified in-process research and development asset, the frunexian asset, thus satisfying the requirements of the screen test in accordance with the criteria under ASC 805-10-55-5C. The assets acquired in the transaction were measured based on the fair value of the consideration paid of $50,000 plus direct transaction costs of $151,216, as the fair value of the consideration paid was more readily determinable than the fair value of the assets acquired. The following table summarizes the initial purchase price of the assets acquired:

All costs the Company incurred in connection with the eXIthera APA were recognized as research and development expenses in the Company’s statements of operations and comprehensive loss as these assets had no alternative future use at the time of the acquisition transaction. Due to the nature of the development, regulatory, and sales-based milestones, the contingent consideration was not included in the initial cost of assets purchased, as they are contingent upon events that are outside the Company’s control.

However, upon achievement or anticipated achievement of each milestone, the Company will recognize the related appropriate payment as additional research and development expense. Contingent consideration will not be recorded until it is probable that the milestone events will occur.

Veralox Therapeutics Inc.

On December 10, 2025, the Company entered into an Asset Purchase Agreement (the “Veralox APA”) with Veralox Therapeutics, Inc. (“Veralox”). Pursuant to the terms of the Veralox APA, the Company acquired all of the rights, title and interests in assets owned or held for use by it in connection with the compound known as CAD-1005 (“CAD-1005”), and all back-up and follow-on compounds, including the CAD-2000 series (the “Compounds”), including, without limitation, all intellectual property related to the Compounds, all inventory related to the Compounds, certain contracts including a license agreement, all Permits and other Governmental Authorizations and Books and Records (as such terms are defined in the Veralox APA), free and clear of any liens. In consideration of the purchase of the assets, the Company paid $200,000 at closing and assumed certain liabilities (as defined in the Veralox APA). As additional consideration, the Veralox APA provides for contingent milestone payments upon achievement of development milestones in an amount not to exceed $15 million.

As additional consideration, the Company agreed to pay Veralox royalties equal to 5% of annual net sales of each product containing any of the compounds that are the subject to the Veralox APA. The contingent milestone payments and royalty payments are payable in cash, common stock, or in any combination thereof at the Company’s discretion.

The Company accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified in-process research and development asset, the CAD-1005 compound asset, thus satisfying the requirements of the screen test in accordance with the criteria under ASC 805-10-55-5C. The assets acquired in the transaction were measured based on the fair value of the consideration paid of $200,000 plus direct transaction costs of $131,797, as the fair value of the consideration paid was more readily determinable than the fair value of the assets acquired. The following table summarizes the initial purchase price of the assets acquired:

All costs the Company incurred in connection with the Veralox APA were recognized as research and development expenses in the Company’s statements of operations and comprehensive loss as these assets had no alternative future use at the time they were acquired. Due to the nature of the development, regulatory, and sales-based milestones, the contingent consideration was not included in the initial cost of assets purchased, as they are contingent upon events that are outside the Company’s control.

However, upon achievement or anticipated achievement of each milestone, the Company will recognize the related appropriate payment as additional research and development expense. Contingent consideration will not be recorded until it is probable that the milestone events will occur.

In addition, the Company acquired the assignment of an amended and restated exclusive license agreement (the “Old Dominion License Agreement”) between Veralox and Old Dominion University, as successor in interest to Eastern Virgina Medical School (the “Licensor”), pursuant to which the Licensor granted Veralox an exclusive worldwide license under the EVMS Patent Rights related to the development and commercialization of 4-((2-Hydroxy-3-MethoxyBenzyl)Amino) Benzenesulfonamide Derivatives as 12-LOX Inhibitors (collectively the “Assets”). Pursuant to the Old Dominion License Agreement, the Company will pay Licensor milestone payments in the aggregate amount of $300,000 upon regulatory approval to market a Licensed Product (as such term is defined in the Old Dominion License Agreement) in: (i) Japan or the European Union; and (ii) the United States, provided, however that irrespective of whether such milestones are met, such milestone payments will be due in 2031 and 2032, respectively. Additionally, the Company will pay to Licensor royalties of 2% on worldwide net sales of a Licensed Product or Licensed Service (as such term is defined in the Old Dominion License Agreement) less than or equal to $200,000,000 and royalties of 3% on worldwide sales greater than $200,000,000. Regardless of the commercialization status of any Licensed Product or Licensed Service, the Old Dominion License Agreement requires a minimum annual royalty payment to be paid to Licensor within (30) days of May 1st of each year beginning May 1, 2025, ranging between $10,000 and $50,000 per year. Such annual royalty payments have been waived by Licensor for fiscal years 2026, 2027 and 2028, with the first payment to be made by the Company due May 1, 2029. As of March 31, 2026 and December 31, 2025, these milestones are not deemed probable, and therefore, no liability has been recognized.