Note 4 – Related Party Transactions

AFH Holdings and Advisory, LLC Advisory Agreement

On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC (“AFH”), an entity owned and controlled by Amir Heshmatpour, the Company’s Executive Chairman and Chief Executive Officer, to assist the Company in connection with its intent to affect a public listing. AFH was retained to assist the Company with investor presentations and decks, coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities prior to the initial public offering and coordinate the closing process for the offering.

On July 12, 2024, the Company amended the AFH advisory agreement section to allow for an upfront payment on the Listing Date of $2,500,000 and the remaining amount of the fee to be paid in equal monthly installments for one year. AFH was paid a fee of $500,000 as consideration for entering into the amendment, which is included in advisory fees in the accompanying consolidated statements of operations.

On March 26, 2025, and as a result of the listing of the Company on Nasdaq, the Company incurred $11,328,565 for the fee earned in accordance with the AFH advisory agreement which was recorded as advisory fee expense in the accompanying consolidated statements of operations. In accordance with the amendment, the Company paid $2,500,000 of such fee on March 26, 2025, and paid an additional $7,071,424 in the monthly installments from April through December 2025. The remaining outstanding accrued advisory fee of $1,757,141 was paid in full in January 2026.

On June 11, 2026, the Company and AFH entered into a Second Addendum to the Letter of Intent and Advisory Services Agreement. Under the Second Addendum, AFH is entitled to an annual advisory fee equal to 2.5% of the Company’s fully diluted market capitalization, determined as of December 31 of each fiscal year, including all issued and outstanding common shares, vested restricted stock, vested options, warrants, convertible securities, and other equity-linked instruments. Based on a December 31, 2025 closing share price and approximately 22.0 million fully diluted shares outstanding, the 2025 advisory fee was calculated at $4,546,575. As of June 30, 2026, the Company had an outstanding accrued advisory fee – related party balance of $1,656,575 payable to AFH.

During the three and six months ended June 30, 2026, the Company incurred advisory fee expense of $3,586,575 and $4,946,575, respectively, to AFH for advisory services related to the Company’s capital financing arrangements pursuant to the Second Addendum to the Letter of Intent. There was no comparable advisory fee expense incurred during the three and six months ended June 30, 2025 other than the $11,328,565 Nasdaq listing fee described above.

Amounts advanced to our Chief Executive Officer and Executive Chairman in excess of reimbursable expenses totaled $55,933 as of June 30, 2026, which are included within prepaid expenses – related parties on the condensed consolidated balance sheets. As of December 31, 2025, reimbursable expenses payable to AFH totaled $351,302, which was included within accrued advisory fee – related party on the condensed consolidated balance sheets.

In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two years from the closing of the private securities offering.

Transactions with the University of Southern California

Dr. Thomas Chen, the Company’s founder, Chief Medical Officer, and Chief Scientific Officer, is a tenured Professor of Neurosurgery and Pathology and the Director of Surgical Neuro-Oncology at the USC.

The Company maintains a license agreement with USC, under which the Company will pay USC an annual patent maintenance fee of $20,000 and nonrefundable earned royalties of 4% on Net Sales (as defined in the Amended Agreement) of Licensed Products covered by the licensed patents in all countries in which the manufacture, use, sale, offer for sale, or import of such Licensed Products, as such capitalized terms are defined in the Amended Agreement. To date, no sales have been made using Licensed Products, and no royalties are due to USC. In addition, the Company will assume responsibility for patent-related costs.

The Company utilizes laboratory and patent maintenance services from the University of Southern California (“USC”). For the three and six months ended June 30, 2026, the Company incurred $0 and $38,409, respectively, of expenses related to such services, of which $0 and $0, respectively, are recorded within research and development expenses, and $0 and $38,409, respectively, are recorded within general and administrative expenses in the condensed consolidated statements of operations. The Company incurred $82,225 and $184,449 related to such services for the three and six months ended June 30, 2025, respectively, of which $82,225 and $164,449, respectively, are recorded within research and development expenses, and $0 and $20,000, respectively, are recorded within general and administrative expenses in the condensed consolidated statements of operations. As of June 30, 2026 and December 31, 2025, the Company had accrued laboratory and patent maintenance fees payable to USC of $361,535 and $361,535, respectively, which are included within accrued expenses – related parties in the condensed consolidated balance sheets.

In addition, the Company conducts certain clinical trial activities at USC. These services are provided pursuant to clinical trial agreements entered into in the ordinary course of business on substantially the same terms and conditions as the Company’s agreements with non-related party clinical trial sites. As of June 30, 2026 and December 31, 2025, the Company had outstanding amounts payable to USC for clinical trial services of $1,135 and $283,250, respectively, which are included within accounts payable – related parties and accrued expenses – related parties in the condensed consolidated balance sheets.

The Company is a party to two Small Business Technology Transfer grants from the National Institutes of Health, awarded in August 2025 and September 2025, respectively, pursuant to which USC serves as the Company’s academic research subcontractor. As of June 30, 2026, the Company had a corresponding subcontract payable to USC of $435,655 included within accounts payable – related parties in the condensed consolidated balance sheets. (See Note 11)

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $255,099 as of June 30, 2026 and December 31, 2025. There is no specified timetable for payment of such amounts.