Note 9 – Subsequent Events

Acquisition of Vidya Therapeutics, Inc. and Concurrent Private Placement

On July 28, 2026, we acquired Vidya pursuant to the Merger Agreement. Under the terms of the Merger Agreement, we issued to the stockholders of Vidya an aggregate of (i) 558,398 shares of our common stock issuable upon exercise of the Vidya Assumed Options (as defined below) and (ii) 142,744.100 shares of Series A Preferred Stock (or 142,744,100 shares of our common stock on an as-converted basis and without giving effect to any beneficial ownership limitations). The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred Stock are set forth in the Certificate of Designation. Further, pursuant to the terms of the Merger Agreement, each option to purchase Vidya common stock was assumed by us (the “Vidya Assumed Options”) and converted into an option to purchase our common stock, which options are subject to exercise restrictions prior to obtaining the approval of the Stockholder Matters.

Concurrently with the Vidya Acquisition, on July 28, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a $200 million private placement financing, pursuant to which we agreed to sell an aggregate of 163,774.679 shares of Series A Preferred Stock (or 163,774,679 shares of our common stock on an as-converted basis and without giving effect to any beneficial ownership limitations) at a price of $1,221.19 per share (or $1.22119 per share on an as-converted basis) (collectively, the “2026 Private Placement”). The 2026 Private Placement closed on July 30, 2026.

Pursuant to the Merger Agreement and the Purchase Agreement we agreed to hold a stockholders’ meeting to submit certain matters to our stockholders for their consideration including: (i) the approval in accordance with applicable rules of the Nasdaq Stock Market, LLC (the “Nasdaq”) of the conversion of the Series A Preferred Stock issued pursuant to the Merger Agreement and the Purchase Agreement into shares of our common stock (the “Preferred Stock Conversion Proposal”), (ii) the approval of a 2026 Equity Incentive Plan, subject to approval by the Board, (iii) the approval of a 2026 Employee Stock Purchase Plan, and (iv) to the extent deemed necessary or advisable by the Company and/or Vidya, approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split (the matters contemplated in items (i) through (iv) collectively, the “Stockholder Matters”).

Subject to the receipt of stockholder approval of the Stockholder Matters, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations established by each holder. As a result of the acquisition and private placement transactions, our equity holders immediately prior to the Vidya Acquisition owned approximately 1.0% of our common stock, equity holders of Vidya immediately prior to the Vidya Acquisition owned approximately 46.0% of our common stock and investors in the 2026 Private Placement owned approximately 53.0% of our common stock, in each case, calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Series A Preferred Stock) and based on our and Vidya’s implied equity values.

Amendments to our Articles of Incorporation - Series A Non-Voting Convertible Preferred Stock

In connection with the Merger Agreement, on July 28, 2026, we filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock with the Secretary of State of the State of Delaware , as adopted by the Board. The Certificate of Designation provided for the creation of our Series A Preferred Stock.

Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of our common stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (ii) issue additional shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock, (iii) prior to the Automatic Conversion, consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into, another Person in which our shareholders immediately before such transaction do not hold at least a majority of the voting power of our capital stock or surviving corporation or the parent entity of ours or surviving corporation immediately after such transaction or in which we or the surviving corporation issues securities in such transaction that represent, or are convertible into securities representing, more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Preferred Stock Conversion Proposal, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay stockholder approval of the Preferred Stock Conversion Proposal or the Automatic Conversion (as defined below) or (vi) enter into any agreement with respect to any of the foregoing.

At 5:00 pm Eastern time on the third business day following stockholder approval of the Preferred Stock Conversion Proposal, each share of Series A Preferred Stock will automatically convert into 1,000 shares of our common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion; provided that following stockholder approval of the Preferred Stock Conversion Proposal, such Beneficial Ownership Limitation may be waived by each holder of Series A Preferred Stock upon written notice to the Company to be effective on the 61st day following receipt of such notice.

If at any time after the earlier of (i) the Stockholder Approval or (ii) nine months after the initial issuance of the Series A Preferred Stock, the Company fails to deliver to the holder of the Series A Preferred Stock shares of Common Stock underlying such shares of Series A Preferred Stock, then (other than in certain circumstances set forth in the Certificate of Designation), the Company will pay, at the request of such holder, an amount of cash by wire transfer of immediately available funds equal to the Fair Value (as defined in the Certificate of Designation) of such undelivered shares, provided that the Company has funds legally available for such payment.

Appointment of Dr. Gujrathi to our Board of Directors

In accordance with the Merger Agreement, on July 28, 2026, Dr. Sheila Gujrathi was appointed to the Board as a director.

Amendment of our License Agreement with Yuhan Corporation

On August 14, 2026, Yuhan Corporation executed Amendment No. 2 to our existing license agreement dated August 19, 2020 (the “Yuhan Agreement”), effective August 14, 2026, which, extended the deadline to dose the first patient in a Phase 2B clinical trial, Phase 3 clinical trial or other pivotal clinical trial by August 14, 2027.

Termination of our License Agreement with Elion Oncology, Inc.

On July 23, 2026, we terminated our License Agreement, dated August 23, 2020 with Elion Oncology, Inc. (“Elion”). Pursuant to the Settlement, the parties agreed to settle all claims in respect of our litigation regarding the Elion License Agreement and to terminate the Elion License Agreement without further obligation of either party, with us returning the PCS6422 program to Elion. In connection with the Settlement, the parties exchanged mutual releases of all claims relating to the Elion License Agreement, the PCS6422 program and the related litigation. As part of the Settlement, we agreed to pay Elion the sum of $650,000 towards Elion’s attorneys’ fees and/or other out-of-pocket costs. In addition, we agreed to grant to Elion a non-voting equity interest equal to seven and one-half percent (7.5%) of the fully diluted pre-money equity capitalization of any newly formed entity whose assets include one or more of PCS499, PCS12852, and/or PCS11T, if the formation or spin-out is completed within three hundred sixty-five (365) days following the effective date of the Settlement Agreement. On August 7, 2026, the filed stipulation became effective as a final dismissal with prejudice.

Accordingly, we will be closing our ongoing Phase 2 trial of PCS6422 in advanced/metastatic breast cancer.