RESEARCH AND LICENSE AGREEMENTS	6 Months Ended
Jun. 30, 2026
Research And License Agreements
RESEARCH AND LICENSE AGREEMENTS	NOTE 13 — RESEARCH AND LICENSE AGREEMENTS *UCL Business Limited* In January 2022, the Company entered into a License Agreement with UCL Business Limited (“UCLB”) to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCLB is the commercialization company for University College London.) The program’s lead compound is now being developed at the Company under the name QN-302 as a candidate for treatment for pancreatic ductal adenocarcinoma, which represents the vast majority of pancreatic cancers. The License Agreement required a $150,000 upfront payment, reimbursement of past patent prosecution expenses (approximately $160,000), and (if and when applicable) tiered royalty payments in the low to mid-single digits, clinical/regulatory/sales milestone payments and a percentage of any non-royalty sublicensing consideration paid to the Company. On May 21, 2026, the Board of Directors approved the discontinuation and structured wind-down of the Company’s legacy biotechnology business segment following management’s evaluation of strategic alternatives for the segment, including a potential sale of the business. In connection with the wind-down of its legacy biotechnology business, the Company entered into a Deed of Termination and concurrent Assignment Agreement with UCLB, each effective July 9, 2026, pursuant to which: (i) the license agreement dated January 13, 2022, as amended, relating to G-Quadruplex binding molecules and the QN-302 program, was terminated in its entirety; and (ii) the Company assigned to UCLB all related intellectual property rights, including pre-clinical and clinical data, regulatory submissions, and the Investigational New Drug Application filed with the FDA, for a nominal consideration of £1. There were no license costs recorded related to this agreement during the six months ended June 30, 2026 and 2025. *QN-302 Phase 1 Study* In June 2023, the Company entered into a Master Clinical Research Services Agreement with Translational Drug Development, LLC (“TD2”) whereby TD2 agreed to perform certain clinical research and development services for the Company including but not limited to trial management, side identification and selection, site monitoring/management, medical monitoring, project management, data collection, statistical programming or analysis, quality assurance auditing, scientific and medical communications, regulatory affairs consulting and submissions, strategic consulting, and/or other related services. From time to time, the Company may enter into statements of work with TD2 for the performance of specific services under this Master Clinical Research Services Agreement. In June 2023, the Company entered into a Master Laboratory Services Agreement with MLM Medical Labs, LLC (“MLM”) whereby MLM agreed to perform certain clinical research and development services for the Company including but not limited to laboratory, supply, testing, validation, data management, and storage services. From time to time, the Company may enter into work orders with MLM for the performance of specific services under this Master Laboratory Services Agreement. In June 2023, the Company entered into a Master Services Agreement with Clinigen Clinical Supplies Management, Inc. (“Clinigen”) whereby Clinigen agreed to provide certain pharmaceutical products and/or services. From time to time, the Company may enter into statements of work with Clinigen for the performance of specific services under this Master Services Agreement. In July 2023, pursuant to the above agreements, the Company entered into work orders and statements of work for clinical trial services for the conduct of the QN-302 Phase 1 study. Given our financial situation, the company slowed the development of the QN-302 Phase 1 Study beginning in the second quarter of 2024. On May 21, 2026, the Board of Directors approved the discontinuation and structured wind-down of the Company’s legacy biotechnology business segment following management’s evaluation of strategic alternatives for the segment, including a potential sale of the business. The QN-302 Phase 1 study is included within the scope of this discontinued legacy biotechnology business wind-down, and no further developments related to this clinical program have occurred as of June 30, 2026. *Marizyme* On April 11, 2024, the Company entered into a Co-Development Agreement with Marizyme, Inc. (the “Co-Development Agreement”), which has subsequently been amended. Under the terms of the Co-Development Agreement, the Company committed to provide funding payments to Marizyme and pay a one-time exclusivity fee of $200,000. The $200,000 exclusivity fee and an initial $500,000 funding payment were remitted to Marizyme on April 12, 2024, and both amounts were recorded within research and development expenses on the unaudited condensed consolidated statements of operations and other comprehensive loss in the respective periods of payment. The exclusivity fee granted the Company an exclusive negotiating window through May 31, 2024 to negotiate a comprehensive strategic partnership covering Marizyme’s DuraGraft product line. The funding payments proceeds were intended to financially support the commercial rollout of Marizyme’s DuraGraft™ vascular conduit system, a device indicated for adult patients receiving coronary artery bypass graft surgery, used for flushing and preserving saphenous vein grafts for such procedures. In exchange for the funding contributions, the Company is entitled to quarterly revenue-based payments analogous to royalties equal to 33% of DuraGraft Net Sales (Net Sales defined consistently with gross profit derived from net product sales). The aggregate maximum amount of these royalty-like payments is capped at twice the total funding advanced by the Company. No royalty-like obligations accrue to Marizyme, and no payments to the Company are required, until two thresholds are satisfied: DuraGraft achieves commercial launch in the United States, and cumulative U.S. Net Sales of DuraGraft reach $500,000. As of the June 30, 2026 and 2025, neither of the above triggering conditions had been satisfied, and no royalty-related payments were payable or receivable by the Company. Separately, in May 2026, the Company completed the sale and full assignment of all its outstanding loan and creditor interests in Marizyme pursuant to a Note Purchase Agreement dated May 12, 2026; this divestiture of debt claims does not alter the Company’s contractual rights under the Co-Development Agreement, including its right to future royalty-style payments once the contractual sales and launch milestones are met.

RESEARCH AND LICENSE AGREEMENTS

6 Months Ended

Jun. 30, 2026

NOTE 13 — RESEARCH AND LICENSE AGREEMENTS

UCL Business Limited

In January 2022, the Company entered into a License Agreement with UCL Business Limited (“UCLB”) to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCLB is the commercialization company for University College London.) The program’s lead compound is now being developed at the Company under the name QN-302 as a candidate for treatment for pancreatic ductal adenocarcinoma, which represents the vast majority of pancreatic cancers. The License Agreement required a $150,000 upfront payment, reimbursement of past patent prosecution expenses (approximately $160,000), and (if and when applicable) tiered royalty payments in the low to mid-single digits, clinical/regulatory/sales milestone payments and a percentage of any non-royalty sublicensing consideration paid to the Company.

On May 21, 2026, the Board of Directors approved the discontinuation and structured wind-down of the Company’s legacy biotechnology business segment following management’s evaluation of strategic alternatives for the segment, including a potential sale of the business. In connection with the wind-down of its legacy biotechnology business, the Company entered into a Deed of Termination and concurrent Assignment Agreement with UCLB, each effective July 9, 2026, pursuant to which: (i) the license agreement dated January 13, 2022, as amended, relating to G-Quadruplex binding molecules and the QN-302 program, was terminated in its entirety; and (ii) the Company assigned to UCLB all related intellectual property rights, including pre-clinical and clinical data, regulatory submissions, and the Investigational New Drug Application filed with the FDA, for a nominal consideration of £1.

There were no license costs recorded related to this agreement during the six months ended June 30, 2026 and 2025.

QN-302 Phase 1 Study

In June 2023, the Company entered into a Master Clinical Research Services Agreement with Translational Drug Development, LLC (“TD2”) whereby TD2 agreed to perform certain clinical research and development services for the Company including but not limited to trial management, side identification and selection, site monitoring/management, medical monitoring, project management, data collection, statistical programming or analysis, quality assurance auditing, scientific and medical communications, regulatory affairs consulting and submissions, strategic consulting, and/or other related services. From time to time, the Company may enter into statements of work with TD2 for the performance of specific services under this Master Clinical Research Services Agreement.

In June 2023, the Company entered into a Master Laboratory Services Agreement with MLM Medical Labs, LLC (“MLM”) whereby MLM agreed to perform certain clinical research and development services for the Company including but not limited to laboratory, supply, testing, validation, data management, and storage services. From time to time, the Company may enter into work orders with MLM for the performance of specific services under this Master Laboratory Services Agreement.

In June 2023, the Company entered into a Master Services Agreement with Clinigen Clinical Supplies Management, Inc. (“Clinigen”) whereby Clinigen agreed to provide certain pharmaceutical products and/or services. From time to time, the Company may enter into statements of work with Clinigen for the performance of specific services under this Master Services Agreement.

In July 2023, pursuant to the above agreements, the Company entered into work orders and statements of work for clinical trial services for the conduct of the QN-302 Phase 1 study. Given our financial situation, the company slowed the development of the QN-302 Phase 1 Study beginning in the second quarter of 2024.

Marizyme

On April 11, 2024, the Company entered into a Co-Development Agreement with Marizyme, Inc. (the “Co-Development Agreement”), which has subsequently been amended. Under the terms of the Co-Development Agreement, the Company committed to provide funding payments to Marizyme and pay a one-time exclusivity fee of $200,000. The $200,000 exclusivity fee and an initial $500,000 funding payment were remitted to Marizyme on April 12, 2024, and both amounts were recorded within research and development expenses on the unaudited condensed consolidated statements of operations and other comprehensive loss in the respective periods of payment. The exclusivity fee granted the Company an exclusive negotiating window through May 31, 2024 to negotiate a comprehensive strategic partnership covering Marizyme’s DuraGraft product line. The funding payments proceeds were intended to financially support the commercial rollout of Marizyme’s DuraGraft™ vascular conduit system, a device indicated for adult patients receiving coronary artery bypass graft surgery, used for flushing and preserving saphenous vein grafts for such procedures. In exchange for the funding contributions, the Company is entitled to quarterly revenue-based payments analogous to royalties equal to 33% of DuraGraft Net Sales (Net Sales defined consistently with gross profit derived from net product sales). The aggregate maximum amount of these royalty-like payments is capped at twice the total funding advanced by the Company. No royalty-like obligations accrue to Marizyme, and no payments to the Company are required, until two thresholds are satisfied: DuraGraft achieves commercial launch in the United States, and cumulative U.S. Net Sales of DuraGraft reach $500,000.

As of the June 30, 2026 and 2025, neither of the above triggering conditions had been satisfied, and no royalty-related payments were payable or receivable by the Company. Separately, in May 2026, the Company completed the sale and full assignment of all its outstanding loan and creditor interests in Marizyme pursuant to a Note Purchase Agreement dated May 12, 2026; this divestiture of debt claims does not alter the Company’s contractual rights under the Co-Development Agreement, including its right to future royalty-style payments once the contractual sales and launch milestones are met.