(11)    Unleash License Agreement

On March 2, 2026, the Company entered into an Exclusive Licensing Agreement (the “Licensing Agreement”) with Unleash Immuno Oncolytics, Inc., a Delaware corporation, (“Unleash”) pursuant to which Unleash granted the Company a royalty-free, sublicensable global license to develop Unleash’s pre-clinical candidate program involving genetically-engineered adenoviruses to harness the immune system to fight cancer, as well as an exclusive, perpetual, irrevocable, worldwide, fully-paid up, royalty-free, sublicensable right and license to related technology. In consideration of the Licensing Agreement, the Company issued 1,136,364 shares of its Series C Non-Voting Convertible Preferred Stock to Unleash. The Series C Preferred Stock is not convertible until the Company’s stockholders approve the conversion of the Series C Non-Voting Preferred Stock into shares of Common Stock in accordance with the listing rules of Nasdaq (the “Unleash Stockholder Approval”). Following the Unleash Stockholder Approval which was obtained on July 20, 2026, each share of Series C Preferred Stock is convertible into one share of the Company’s Common Stock. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock are set forth in the Series C Preferred Stock Certificate of Designation. Pursuant to a Registration Rights Agreement with Unleash, the Company filed a resale registration statement on Form S-3 registering the shares issued under the Unleash Registration Rights Agreement which registration statement has been declared effective by the Securities and Exchange Commission. The Company also granted Unleash customary demand registration and indemnification rights and entered into customary issuer covenants. The Licensing Agreement was treated as an asset acquisition and expensed in research and development expense during the current period as acquired IPR&D. Consideration paid comprises the estimated fair value of the Series C Preferred Stock issued to Unleash. See Note 14 – “Stockholders’ Equity (Deficit).”

Tungsten Advisors (together with its affiliates, “Tungsten”) acted as the financial advisor to the Company in connection with the Licensing Agreement. As compensation for services rendered by Tungsten, the Company issued to Tungsten and its designees an aggregate of 77,840 shares of Series C Preferred Stock.

(11)    Unleash License Agreement (continued)

The fair value of the consideration totaled approximately $10.4 million, summarized as follows:

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