UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2026

OR

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40652

Indaptus Therapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

(Registrant’s telephone number, including area code) +(646) 427-2727

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

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of the Registrant’s common stock outstanding as of August 13, 2026 was 133,242,324.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains, and management may make, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, forward-looking statements can be identified by the use of terms such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words. These statements include, without limitation, our statements about: our product candidates’ development, including the timing and design of the Phase 1 clinical trial of Decoy20 and our combination study; our expectations regarding the recommended Phase 2 dose for subsequent multi-dosing and combination studies and related timing; the anticipated effects of our product candidates; our plans to develop and commercialize our product candidates; the market potential and treatment potential of our product candidates, including Decoy20; our commercialization, marketing and manufacturing capabilities and strategy; our expectations about the willingness of healthcare professionals to use our product candidates; our general business strategy and the plans and objectives of management for future operations; our research and development activities and costs; our future results of operations and condition; the sufficiency of our cash and cash equivalents to fund our ongoing activities and our ability to continue as a going concern; and the impact of current macroeconomic conditions on our operations, ability to access capital, and liquidity.

The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report entitled “Summary Risk Factors,” Part II. Item 1A. “Risk Factors” and Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Balance Sheets

See accompanying notes to the unaudited condensed consolidated financial statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Operations

See accompanying notes to the unaudited condensed consolidated financial statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

See accompanying notes to the unaudited condensed consolidated financial statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

See accompanying notes to the unaudited condensed consolidated financial statements

INDAPTUS THERAPEUTICS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context indicates otherwise, in this Quarterly Report, the terms “Indaptus,” “the Company,” “we,” “us” and “our” refer to Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc., the successor of Intec Pharma Ltd. following the domestication merger) and, where appropriate, its consolidated subsidiaries following the domestication merger and the reverse merger described in our previous periodic reports. References to “Intec Israel” refer to Intec Pharma Ltd., the predecessor of Indaptus prior to the domestication merger, and references to “Decoy” refer to Decoy Biosystems, Inc., the entity acquired by Indaptus in connection with the reverse merger.

You should read the following discussion and analysis of our financial condition and results of operations along with our consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 17, 2026 (the “2025 Annual Report on Form 10-K”). The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. Please also see the “Cautionary Note Regarding Forward-Looking Statements” section in the forepart of this Quarterly Report.

All information in this Quarterly Report relating to shares or price per share reflects the 1-for-28 reverse stock split effective June 27, 2025.

Overview

We are a clinical-stage biotechnology company that has historically focused on developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy platform. During the second quarter of 2026, we also began evaluating our strategic alternatives, including a potential Post-Investment Transaction, involving an investment in or acquisition of an operating business, while continuing to evaluate our existing therapeutic assets and related research initiatives.

During the second quarter of 2026, we discontinued further enrollment in our combination study, there are no participants remaining in any active Decoy20 clinical study, and we substantially reduced activities related to the further development of Decoy20 while we evaluate strategic alternatives for our business and therapeutic assets.

In April 2026, the Company appointed Joe Z. Tsien as a scientific consultant to support the Company’s ongoing evaluation of certain research and data-related initiatives involving sleep-related biological signals, neurophysiological activity patterns, immune-therapeutic response pathways and functional physiological assessment methods. We continue to evaluate how these additional research capabilities may contribute to our longer-term scientific and strategic objectives.

During the second quarter of 2026, we also started a research collaboration with Kunming University of Science and Technology in the areas of neurological research and sleep, which we are evaluating as a complementary research initiative while we continue to evaluate the Company’s Decoy platform and Decoy20 assets from a scientific and strategic perspective, including the existing data, mechanism of action, potential applications, and possible licensing, partnership or other strategic opportunities.

Impact of Macroeconomic Conditions on our Operations

Economic developments such as inflation and interest rates have negatively affected the global financial markets and may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. The ultimate impact of current economic conditions is highly uncertain and subject to change. While it is unknown how long these conditions will last and what the complete financial effect will be to us, capital raise efforts and additional development of our technologies may be negatively affected. In addition, our business operations expose us to risks associated with public health crises and epidemics/pandemics.

Components of Operating Results

Research and Development Expenses

Research and development expenses account for a significant portion of our operating expenses. Research and development expenses consist primarily of fees paid to contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs and CMOs and materials used for research and development activities. We expense research and development costs as incurred.

We accrue expenses for manufacturing, preclinical studies and clinical trial activities performed by third parties based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. We determine these estimates based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, we record the payments as a prepaid asset, which will be amortized or expensed as the contracted services are performed. However, actual costs and timing of these activities are highly uncertain, subject to risks and may change depending upon a number of factors, including our clinical development plan.

Currently, we have discontinued further clinical development of Decoy20 and there are no participants remaining in the study. We do not have any current plans to initiate a new clinical trial. As a result, we expect our research and development expenses to decrease in the short term.

Our expenditures on future nonclinical and clinical development programs are subject to numerous uncertainties in timing and cost to completion. The duration, costs and timing of preclinical studies and clinical trials and development of product candidates will depend on a variety of factors, including:

The process of conducting the necessary clinical research to obtain FDA and other regulatory approval is costly and time consuming and the successful development of product candidates is highly uncertain. As a result of these risks and uncertainties, we are unable to determine with any degree of certainty the duration and completion costs of our research and development projects, or if, when, or to what extent we will generate revenues from the commercialization and sale of any of our product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates.

General and Administrative Expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation, finance administration and human resources, facility costs, professional service fees, and other general overhead costs to support our operations.

With the discontinuation and winding down of the clinical development of Decoy20, we expect our general and administrative expenses to decrease in the short term, however, this may be offset by additional costs related to any Post-Investment Transaction.

General and administrative expenses also include additional expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the Nasdaq Capital Market and the SEC, additional director and officer insurance expenses, investor relations activities, and other administrative and professional services.

Other Income (Expense), Net

Other income (expense), net includes interest earned on deposits and investments and other items of income, expense, gain and loss that are incidental to the core operations of the Company.

Results of Operations

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025 and the relative dollar and percentage change between the two periods.

Research and Development Expenses

Our research and development expenses for the three months ended June 30, 2026 and 2025 were $0.4 million and $2.2 million, respectively, a decrease of $1.8 million or 83%, primarily attributable to a decrease in clinical costs related to our Phase 1 study of Decoy20 as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

General and Administrative Expenses

Our general and administrative expenses for the three months ended June 30, 2026 and 2025 were $1.4 million and $2.3 million, respectively, representing a decrease of $0.8 million or 37%. The decrease was primarily attributable to a decrease in certain expenses related to the transition of management as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

Other Income (Expense), net

The change in our other income (expense), net between three months ended June 30, 2026 and 2025 was approximately $0.8 million and consists primarily of the change in the fair value of outstanding convertible promissory notes during the three months ended June 30, 2025 with no similar charges during the three months ended June 30, 2026.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

The following table sets forth our results of operations for the six months ended June 30, 2026 and 2025 and the relative dollar and percentage change between the two periods.

Research and Development Expenses

Our research and development expenses for the six months ended June 30, 2026 and 2025 were $0.9 million and $5.0 million, respectively, a decrease of $4.1 million or 83%, primarily attributable to a decrease in clinical costs related to our Phase 1 study of Decoy20 as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

General and Administrative Expenses

Our general and administrative expenses for the six months ended June 30, 2026 and 2025 were $3.1 million and $4.1 million, respectively, representing a decrease of $0.9 million or 23%. The decrease was primarily attributable to a decrease in certain expenses related to the transition of management as well as a decrease in payroll and related expenses due to reductions to headcount and base salaries.

Other Income (Expense), net

The change in our other income (expense), net between the six months ended June 30, 2026 and 2025 was approximately $0.4 million and consists primarily of the change in the fair value of outstanding convertible promissory notes during the six months ended June 30, 2025 offset by the warrant repricing in February 2026.

Liquidity and Capital Resources

We do not currently have any approved products and have never generated any revenue from product sales. Since our inception, we have funded our operations primarily through public and private offerings of our equity securities.

In June 2022, we entered into the ATM Agreement with H.C. Wainwright & Co. (“Wainwright”), which was amended on September 1, 2022, pursuant to which we may offer and sell, from time to time through Wainwright, shares of our common stock for aggregate gross proceeds of up to $6.3 million. The issuances and sales of common stock by us under the ATM Agreement were being made pursuant to “shelf” registration statements on Form S-3 filed with the SEC on September 1, 2022 and declared effective on September 9, 2022 and most recently on August 13, 2025 and declared effective on August 20, 2025. As of the date of this Quarterly Report, we have sold 525,428 shares of our common stock for aggregate gross proceeds of approximately $2.7 million.

In January 2025, we completed a private placement (the “January 2025 Financing”) for the sale and issuance of an aggregate of: (i) 75,335 shares of our common stock and (ii) warrants to purchase 75,335 shares of common stock. The shares and warrants were sold on a combined basis for consideration of $29.82 for one share and one warrant for aggregate gross proceeds of approximately $2.25 million.

In February 2025, we entered into the SEPA with Yorkville, pursuant to which we have the right, but not the obligation, to sell up to $20.0 million of our common stock during a 36 month period, subject to the restrictions and satisfaction of the conditions in the SEPA. Upon execution of the SEPA, we issued to Yorkville 10,927 commitment shares. As of March 16, 2026, we sold and issued 89,902 shares of common stock under the SEPA for aggregate net proceeds of approximately $1.74 million, after deducting offering expenses in the amount of approximately $0.1 million. Effective March 11, 2026, we terminated the SEPA with Yorkville, and the SEPA is no longer in effect.

In June 2025, we completed a private placement (the “June 2025 Financing”) of convertible notes to certain investors, including our then Chief Executive Officer, which automatically converted in July 2025 into 501,566 shares of our common stock and pre-funded warrants to purchase 190,795 shares of our common stock at a conversion price of $8.302 per share. In connection with the offering, we also issued to the investors warrants to purchase 1,384,722 shares of our common stock, exercisable at $8.302 per share and expiring on July 27, 2030. The total gross proceeds were approximately $5.7 million and placement agent fees and other offering expenses were approximately $0.8 million. As of the date hereof, all pre-funded warrants have been exercised into an aggregate of 190,795 shares of common stock.

On December 22, 2025, the Company entered into the Purchase Agreement with Mr. Lazar, pursuant to which he agreed to purchase from the Company series of Preferred Stock at a purchase price of $6.00 per share of Preferred Stock for aggregate gross proceeds of $6.0 million, subject to the terms and conditions thereunder. The offering closed on December 23, 2025. The shares of convertible preferred stock issued in December 2025 were converted into 111,000,000 shares of common stock in March 2026.

On June 17, 2026, the Company entered into the Private Placement pursuant to which the Company agreed to issue and sell an aggregate of 20,000,000 shares of its common stock at a purchase price of $0.60 per share. The aggregate gross proceeds to the Company from the Private Placement were approximately $12.0 million before deducting offering expenses payable by the Company. The Private Placement was conducted directly by the Company, and no commissions or other compensation were paid in connection with it.

We believe that our cash and cash equivalents of approximately $7.6 million as of June 30, 2026, together with approximately $4.0 million held in certificates of deposit that are available for withdrawal will provide us with sufficient liquidity to fund our operating expenses and capital expenditure requirements through the second quarter of 2027. During this period, we may also seek to further strengthen our capital position through additional equity financings to further support our operational goals or maintain strategic flexibility. Accordingly, we believe that our cash resources are adequate for our anticipated near-term operating needs.

These expectations are based on management’s current assumptions, which involve risks and uncertainties, and actual resource requirements may differ materially. If our liquidity needs exceed current projections, or if additional capital cannot be obtained on acceptable terms, we may adjust the scale or timing of our research and development activities accordingly. For additional discussion of our liquidity and financial condition, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

We have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years.

Cash Flows

Operating Activities

Net cash used in operating activities was approximately $8.9 million for the six months ended June 30, 2026, compared with net cash used in operating activities of approximately $9.1 million for the six months ended June 30, 2025. The change is primarily attributable to the reduction in our net loss of approximately $5.4 million and the decrease in our accounts payable and other current liabilities of approximately $5.5 million. The decrease in our accounts payable and other current liabilities was primarily a result of the payment of certain expenses accrued as of December 31, 2025 during the six months ended June 30, 2026, combined with significantly reduced operating expenses due to the wind-down of the Phase 1 trial and decreases in executive compensation.

Investing Activities

During the six months ended June 30, 2026, the Company invested $4.0 million in certificates of deposit.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was approximately $12.0 million, which was provided by the issuance and sale of our common stock pursuant to the June 2026 Private Placement.

Funding Requirements

We believe that our existing cash and cash equivalents as of June 30, 2026 are adequate to fund our ongoing activities through the second quarter of 2027 and we expect to continue to incur operating expenses in the future in connection with our ongoing activities and our plans to pursue a Post-Investment Transaction.

We will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. For example, the trading prices for our and other biopharmaceutical companies’ stock have been highly volatile as a result of current macroeconomic conditions and market volatility. As a result, we may face difficulties raising capital through sales of our common stock on acceptable terms, if at all. If we are unsuccessful in securing sufficient financing, we may need to delay, reduce, or eliminate our research and development programs, which could adversely affect our business prospects, or cease operations. For additional information, see Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under the SEC rules.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates that affect the reported amounts of our assets, liabilities and expenses. Significant accounting policies employed, including the use of estimates, are presented in the notes to our annual financial statements included in our 2025 Annual Report on Form 10-K. We periodically evaluate our estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require our subjective or complex judgments, resulting in the need to make estimates about the effect of matters that are inherently uncertain. If actual performance should differ from historical experience or if the underlying assumptions were to change, our financial condition and results of operations may be materially impacted.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our 2025 Annual Report on Form 10-K. During the six months ended June 30, 2026, there were no material changes to our critical accounting policies from those discussed in our 2025 Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

Certain recently issued accounting pronouncements are discussed in Note 2, Significant Accounting Policies, to the accompanying unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information otherwise required under this Item 3.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of June 30, 2026, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

There are currently no pending material legal proceedings, and we are currently not aware of any legal proceedings or claims against us or our property that we believe will have any significant effect on our business, financial position or operating results. None of our officers or directors is a party against us in any legal proceeding.

Item 1A. Risk Factors

Except as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Form 10-K filed with the SEC on March 17, 2026.

Recent changes in executive management may create uncertainties during the Company’s transition period.

As previously disclosed, on March 23, 2026, certain securities previously held by Mr. David E. Lazar were transferred to third-party purchasers pursuant to the terms of the applicable Securities Purchase Agreement. Following these transactions, changes to the Company’s executive management occurred, including the resignation of Messrs. Lazar and Jeffrey Meckler from their executive officer positions. In addition, on April 16, 2026, Dr. Michael Newman, resigned as Chief Scientific Officer of the Company.

During this transition period, the Company may experience operational, organizational and governance-related challenges as the current management team continues to evaluate corporate priorities, internal processes, and capital allocation initiatives. In addition, there may be further changes to the Company’s executive management team in the future. Any such developments could disrupt the Company’s operations and strategic initiatives and adversely affect the Company’s business, financial condition, and results of operations.

Our future business prospects and operations are uncertain, and we may be unable to identify or successfully execute a viable development program or strategic alternative.

As of the date of this Quarterly Report, we have discontinued further enrollment in our combination study, there are no participants remaining in any ongoing Decoy20 clinical study, and we currently have no active clinical development programs. We have also substantially reduced activities relating to the further development of Decoy20 pending additional financing, strategic review and/or other business developments. As a result, the future direction and viability of our business and operations are subject to substantial uncertainty.

We are evaluating strategic alternatives for our Decoy20 program and broader business operations, which may include strategic transactions, research collaborations, investments in or acquisitions of other businesses, and other potential growth opportunities.

We are also evaluating our existing therapeutic development assets and certain limited nonclinical, preclinical, research and data-oriented initiatives. In April 2026, we appointed Joe Z. Tsien as a scientific consultant to support the Company’s ongoing evaluation of certain research and data-related initiatives involving sleep-related biological signals, neurophysiological activity patterns, immune-therapeutic response pathways and functional physiological assessment methods. However, we have not determined which, if any, of these strategic alternatives or initiatives we will pursue, and there can be no assurance that we will identify a suitable opportunity, obtain the financing or other resources necessary to pursue it, or successfully negotiate and complete any proposed transaction or collaboration. Any opportunity we pursue may require substantial additional capital, involve significant scientific, clinical, regulatory, operational and integration risks or fail to produce commercially viable products or meaningful revenues.

Our evaluation process may be lengthy, costly and disruptive to our existing operations and may divert management’s attention and resources. If we are unable to secure additional financing, identify and implement a viable strategic direction, or derive value from our existing assets or new initiatives, we may be required to further reduce or discontinue operations, dispose of assets on unfavorable terms, pursue a restructuring, wind down our operations, or seek protection under applicable bankruptcy laws. Accordingly, our business, financial condition, and results of operations could be materially and adversely affected and investors may incur losses in their investments in our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) During the quarter ended June 30, 2026, the Company completed the following unregistered issuances of its equity securities:

On June 17, 2026, the Company completed a private placement of 20,000,000 shares of Common Stock at a purchase price of $0.60 per share, resulting in gross proceeds of approximately $12.0 million. The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. No underwriting discounts or commissions were paid in connection with the offering.

(b) None.

(c) None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On April 16, 2026, Michael Newman, resigned as Chief Scientific Officer of the Company. Mr. Newman’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

During the six months ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

* Filed herewith

# Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATTACHMENTS / EXHIBITS

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XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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