UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2026

For the transition period from _________ to _________

Commission file number: 333-292497

(813) 606-0060

(Registrant’s telephone number, including area code)

Indicate by checkmark 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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

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 ☒

As of September 11, 2026, there were 59,722,232 shares outstanding of the registrant’s common stock.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CTT PHARMACEUTICAL HOLDINGS, INC.

FINANCIAL STATEMENTS

JUNE 30, 2026

CTT PHARMACEUTICAL HOLDINGS, INC.

Balance Sheets

As of June 30, 2026 and December 31, 2025

See accompanying notes, which are an integral part of these financial statements.

CTT PHARMACEUTICAL HOLDINGS, INC.

Income Statements 

For the six months ended June 30, 2026 and June 30, 2025

See accompanying notes, which are an integral part of these financial statements.

CTT PHARMACEUTICAL HOLDINGS, INC. 

Statements of Stockholders’ Equity

For the six months ended June 30, 2026 and June 30, 2025

See accompanying notes, which are an integral part of these financial statements.

CTT PHARMACEUTICAL HOLDINGS, INC.

Statements of Cash Flow

For the six months ended June 30, 2026 and June 30, 2025

See accompanying notes, which are an integral part of these financial statements.

CTT PHARMACEUTICAL HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2026

CTT PHARMACEUTICAL HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

CTT PHARMACEUTICAL HOLDINGS, INC. 

NOTES TO THE FINANCIAL STATEMENTS 

JUNE 30, 2026

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

CTT PHARMACEUTICAL HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2026

CTT PHARMACEUTICAL HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2026

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

Our principal asset is the remaining book value of our patents which we do not believe reflects their potential value after development. Our Net Loss increased from ($90,273) during the six months ended June 30, 2025 to ($99,908) during the six months ended June 30, 2026, an increase of $9,635. The principal driver of this change was the increase in consulting fees from $60,711 in the 2025 period to $71,711 in the 2026 period. The principal reason for the increase was costs associated with a Securities Act registration we were engaged in during the period.

As is clear from the foregoing, we have had minimal operations during the above periods and the specific components of our results have and are likely to fluctuate greatly until we establish manufacturing operations. We do not believe they provide any meaningful insight as to operations we will conduct in the future.

Going Concern

Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended December 31, 2025, that states that our ongoing losses and lack of resources cause reasonable doubt about our ability to continue as a going concern.

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained elsewhere in this prospectus. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions.

Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be in this prospectus, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act, which is applicable to us for the year ended December 31, 2025. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consulting firm whereas authorization and custody remain under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the periods set forth in this prospectus. As our resources allow, we will engage additional personnel to address these deficiencies.

Plan of Operations.

During calendar 2026 we intend to use approximately $500,000 obtained through the ELOC, other investment or commercial financing (none of which can be assured) to establish a manufacturing facility. If we are unsuccessful in those efforts, our operations will continue in a manner similar to our current operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company we are not required to respond to this item.

Item 4. Controls and Procedures.

Included in our response to Item 2 and incorporated by reference.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not party to any legal proceedings.

Item 1A. Risk Factors.

As a smaller reporting company we are not required to respond to this item.

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

As a smaller reporting company we are not required to respond to this item.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

The following exhibits are included as part of this report by reference:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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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