An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

Preliminary Offering Circular

Subject to Completion Dated:  October 30, 2026

WUND Healing BioPharmaceuticals, Inc.

8683 W. Sahara Avenue, Suite 280

 Las Vegas, NV 89117

(702) 800-0030 

www.wundbio.com

$10,000,000

$10.00 per Share

1,000,000 Shares,

Minimum Investment 500 Shares ($5,000)

This is a Regulation A Tier 2 offering of securities of WUND Healing BioPharmaceuticals, Inc., a Nevada Corporation. We are offering up to 1,000,000 shares of our common stock, par value $0.001 (“Common Stock”), at an offering price of $10.00 per share (the “Offered Shares” or “Shares”) by the Company, pursuant to Tier 2 of Regulation A of the United States Securities and Exchange Commission (the “SEC”).

This offering is being conducted on a “best-efforts” basis, which means that there is no minimum number of Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. None of the proceeds received will be placed in an escrow or trust account. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Shares will not be entitled to a refund and could lose their entire investments.

We estimate that this offering will commence within two days of SEC qualification; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) one year from the date of SEC qualification, or (c) the date on which this offering is earlier terminated by us, in our sole discretion. See “Plan of Distribution”.

There is no minimum target for this offering and the Company may accept investor subscriptions on a rolling basis. After each acceptance of subscriptions, funds tendered by investors will be available to the Company for its use.

There is no public market for the Shares, provided that following the closing of this offering, the Company currently plans to apply for quotation on the OTCQB Market maintained by OTC Markets; however, there can be no assurance that we will obtain such quotation, or as to the level of trading that might occur if we do.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 16 of this Offering Circular.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this offering circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Shares under this offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. Any of the foregoing non-cash consideration received by the Company shall be valued according to the Note to Rule 251(a)(1) of Regulation A.

		Price to public				Commissions(1)(2)				Proceeds to issuer(3)
Per share		$	10.00			$	0.65			$	9.35
Total		$	10,000,000.00			$	650,000.00			$	9,350,000.00

(1)	We have engaged Benjamin Securities, Inc. (“Benjamin Securities”) and D. Boral (collectively, the “Placement Agents”) to act as placement agents for this offering, in exchange for a fee of 6.5% of the aggregate offering price of the Shares sold in this offering. We refer you to “Plan of Distribution”, below for additional information regarding Placement Agents compensation.
(2)	Does not include a non-accountable expense allowance equal to 1.75% of the gross proceeds of this offering, payable to the Placement Agents, nor does it include the reimbursement of up to $160,000 in expenses incurred by the Placement Agents in connection with this offering. We have agreed to issue to Benjamin Securities, Inc., one of the Placement Agents, and/or its affiliates, warrants to purchase 7% of the number of shares of common stock sold in this offering (up to 70,000 warrants), issuable following each closing of Shares, and to grant the Placement Agents certain indemnification and advancement rights. We refer you to “Plan of Distribution”, below for additional information regarding Placement Agents compensation.
(3)	Before expenses of the offering, including the non-accountable expense allowance and reimbursement of expenses of the Placement Agents as discussed in footnote (2) above.

While we have no current plans to become a reporting company, if in the future we become a reporting company under the Securities Exchange Act of 1934, as amended, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Offering Circular Summary–Implications of Being an Emerging Growth Company.”

You should carefully consider the risk factors set forth under “Risk Factors”, beginning on page 16 of this offering circular before you make your decision to invest in our common stock.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

We are offering to sell, and seeking offers to buy, our shares only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our Shares. Neither the delivery of this offering circular nor any sale or delivery of our Shares shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

This offering circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

TABLE OF CONTENTS

About This Offering Circular	1
Information Regarding Forward-Looking Statements	2
Offering Circular Summary	4
The Offering	12
Selected Financial Data	14
Risk Factors	16
Use of Proceeds	52
Dividend Policy	53
Capitalization	53
Dilution	54
Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Business	65
Management	102
Executive and Director Compensation	107
Certain Relationships and Related Person Transactions	110
Indemnification of Directors and Officers	111
Principal Stockholders	113
Description of Capital Stock	115
Shares Eligible for Future Sale	119
Plan of Distribution	121
Expenses of this Offering	126
Experts and Legal Matters	126
Where You Can Find More Information	127
Index to Financial Statements	128

Table of Contents

ABOUT THIS OFFERING CIRCULAR

No dealer, salesperson or other individual has been authorized to give any information or to make any representation other than those contained in this offering circular in connection with the offer made by this offering circular and, if given or made, such information or representations must not be relied upon as having been authorized by us. This offering circular does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this offering circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs or that information contained herein is correct as of any time subsequent to the date hereof.

For investors outside the United States: We and the Placement Agents have not done anything that would permit this offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this offering circular must inform themselves, and observe any restrictions relating to, the offering of the Shares of our common stock and the distribution of this offering circular outside the United States.

Our logo and some of our trademarks and tradenames are used in this offering circular. This offering circular also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames, and service marks referred to in this offering circular may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

The market data and certain other statistical information used throughout this offering circular are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources; however, we have not commissioned any of the market or survey data that is presented in this offering circular. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this offering circular, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this offering circular, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors” beginning on page 16 of this offering circular. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to WUND Healing BioPharmaceuticals, Inc., is also based on our good faith estimates.

The timelines, expected dates, and milestones discussed in this document, including anticipated investigational new drug filings, clinical studies, and other future events, are preliminary and subject to change. These timelines may be affected by numerous factors, including, without limitation, costs, economic conditions, outcomes of prior studies, feedback from regulatory authorities, and other factors outside our control and the control of Zhittya Genesis Medicine, Inc., who we have contracted with as discussed below. All information regarding such timelines, filings, and studies has been provided to us by Zhittya Genesis Medicine, Inc. and we have no control over such timelines or whether or not Zhittya Genesis Medicine, Inc. moves forward with any such currently planned filings, activities or studies. To the extent circumstances change, the projected timelines and expected dates described herein may not be met and may change significantly. Expected filings, including investigational new drug filings and other regulatory submissions, as well as clinical studies, may not occur as anticipated, and Zhittya Genesis Medicine, Inc. may experience delays or may be unable to obtain regulatory approval for its drug candidates. Such changes could have a material adverse effect on our business, financial condition, cash flows, prospects, and operations. Investors should not place undue reliance on any forward-looking information regarding expected timelines or future events described in this document.

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Unless the context otherwise requires, references in this offering circular to “we,” “us,” “our,” the “Registrant”, the “Company,” “WUND” and “WUND Healing BioPharmaceuticals, Inc.” refer to WUND Healing BioPharmaceuticals, Inc.

In addition, unless the context otherwise requires and for the purposes of this offering circular:

	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	·	“Securities Act” refers to the Securities Act of 1933, as amended.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Offering Circular Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this offering circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors.”

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this offering circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Except as required by U.S. federal securities law, we are under no duty to update any of these forward-looking statements after the date of this offering circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

	·	Our ability to raise capital and the availability of future financing;
	·	Our ability to implement a sound business plan;
	·	Our ability to comply with the provisions of our License Agreement (as defined below) with Zhittya Genesis Medicine, Inc. (“Zhittya”);
	·	Zhittya’s ability to obtain regulatory approval for the products covered by the License Agreement;
	·	Our ability to obtain market acceptance of the products we market;
	·	Zhittya’s and our ability to protect our intellectual property and to develop, maintain and enhance a strong brand;

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	·	Zhittya’s ability to successfully develop and clinically test product candidates;
	·	Zhittya’s ability to file for, and obtain, United States Food and Drug Administration (“FDA”) approval of its product candidates through the biologics license application (“ BLA ”) regulatory pathway;
	·	Our ability to compete and succeed in a highly competitive and evolving industry;
	·	Our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;
	·	Our lack of operating history on which to judge our business prospects and management;
	·	Our future financial and operating results;
	·	Zhittya’s ability to manage its research and development expenses;
	·	Our ability to manage our growth and operating expenses;
	·	Zhittya’s reliance on third parties to conduct its research and expected clinical trials;
	·	Anticipated timing, costs and success of Zhittya’s plan of commercialization;
	·	Our ability to react to general economic conditions and events and the impact they may have on us and our potential customers;
	·	Our ability to use the proceeds from this offering as discussed in the section entitled “Use of Proceeds;”
	·	Our ability to achieve quotation, and maintain compliance with the quotation requirements of the OTCQB Market maintained by OTC Markets; and
	·	Other factors discussed in this offering circular.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this offering circular may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this offering circular to conform these statements to actual results or to changes in our expectations.

You should read this offering circular and the documents that we reference in this offering circular and have filed with the Securities and Exchange Commission as exhibits to this offering circular with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

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OFFERING CIRCULAR SUMMARY   The following summary highlights selected information contained elsewhere in this offering circular and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this offering circular. It does not contain all the information that may be important to you and your investment decision. You should carefully read this entire offering circular, including the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition,” and our financial statements and related notes included elsewhere in this offering circular.   Overview   We are a sales and marketing company . We hold exclusive rights to sell, in the United States and Canada, drug candidates developed by Zhittya Genesis Medicine, Inc. (“Zhittya”), under a product licensing and commercialization agreement described below. Zhittya holds seven million shares of our Preferred Stock . Those shares are convertible into our common stock on a one-for-one basis, subject to time-based and event-based restrictions, a 4.99% beneficial-ownership limitation, certain anti-dilution rights, and have pari passu liquidation rights with our common stock on an as-converted basis . As a result, Zhittya is a related party and has significant influence over the Company. Zhittya’s current sole drug candidate  is fibroblast growth factor-1 (“FGF-1”). Zhittya is studying FGF-1 as a potential treatment for Parkinson’s disease, coronary artery disease, type 2 diabetes, diabetic foot ulcers, and other conditions . FGF-1 remains in early development and Zhittya has not obtained FDA approval (or approval from any comparable foreign regulator) to market FGF-1 for any indication. Zhittya will need to initiate and complete clinical trials , and regulators will need to determine whether FGF-1 is safe and effective for any use, before any licensed product can be sold. These trials may not be completed, results may not support approval, and we may never sell a Zhittya product. Published laboratory and clinical research has described observations relating to blood-vessel growth and blood flow in various experimental and clinical settings involving FGF-1 or related growth-factor approaches. These reports are preliminary, were conducted in limited populations or non-human systems, and may not be predictive of future clinical outcomes in humans. We do not claim that FGF-1 caused any particular outcome in those studies. A discussion of the research and clinical work Zhittya considers relevant appears under “Business”, below. Investors should not rely on historical observations as evidence that FGF-1 will be safe or effective, or that we will generate product revenue. We were incorporated in Nevada on May 16, 2016 . Our headquarters are in Las Vegas, Nevada.   Our Business   We entered into a product license and commercialization agreement with Zhittya on May 17, 2016, which was amended and restated on December 21, 2022, which grants us the exclusive right to market and sell drugs from Zhittya’s portfolio in the United States and Canada (as amended and restated from time to time, the “License Agreement”).   Our right to market and sell Zhittya’s drugs is subject to Zhittya’s drug candidates first being granted regulatory approval for sale by the FDA or Health Canada, and we believe that the earliest possible timeframe in which FDA approval could be obtained, if at all, is approximately three to seven years. Health Canada approval is not expected to be sought until after FDA approval is received, if at all, and the timeline for such future approval, if any, cannot be estimated at this time. This estimate for FDA approval reflects a minimum projected period based on current assumptions and is subject to substantial uncertainty and numerous factors beyond the Company’s control, including the scope and outcomes of clinical trials, regulatory review timelines, requests for additional data, and changes in regulatory requirements. The actual time required to obtain FDA approval, if ever obtained, may be significantly longer than three to seven years or may not occur at all. The Company is planning its operations and capital needs accordingly, recognizing that FDA approval may be delayed for an extended period or may never be achieved.   In discussions with Zhittya, Zhittya expects to initiate its first animal studies for diabetic foot ulcers in the first quarter of 2027. Zhittya also plans to submit one or more investigational new drug applications (“INDs”) to the FDA for multiple potential indications, when the timing and resources are appropriate, including type 2 diabetes, coronary artery disease, venous ulcers and several neurodegenerative diseases. Zhittya expects to file an IND for diabetic foot ulcers in the first quarter of 2028 and to conduct animal studies for the other indications in 2028, followed by the filings of INDs for those indications, assuming favorable results of the studies, which timing may change in the future for numerous reasons.

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Zhittya’s portfolio is divided into two groups: (1) injectable/infusion/intranasal candidate drugs and (2) wound healing candidate drugs. The injectable/infusion/intranasal candidate drugs are being developed for use in the potential treatment of Parkinson’s disease, stroke, multi-infarct dementia (a type of vascular dementia, is caused by a series of small strokes or transient ischemic attacks (TIAs), leading to brain damage and cognitive decline), coronary heart disease, peripheral artery disease, chronic traumatic encephalopathy (CTE, a progressive, degenerative brain disease linked to repeated head trauma, often seen in athletes and military veterans, characterized by symptoms like memory loss, behavioral changes, and dementia), traumatic brain injury, Alzheimer’s disease, amyotrophic lateral sclerosis (“ALS”), type 2 diabetes, chronic depression, post-traumatic stress disorder, multiple sclerosis, and multiple systems atrophy. The wound healing candidate drugs are being developed for use in the potential treatment of diabetic foot ulcers (“DFUs”), venous ulcers, burns, male pattern baldness, topical surgical wounds (C-sections, cosmetic surgeries), pressure wounds (or bedsores), internal surgical wounds (or anastomoses), and punctures/deep lacerations (for trauma/military).   The Company’s sole source of income is other income received from Zhittya under our License Agreement and related arrangements. This includes payments arising from Zhittya’s cross-border operations in the British Virgin Islands and the Bahamas, where patients from the United States and Canada receive drugs covered by our License Agreement . We do not conduct sales or marketing activities for those operations.   Beginning in September 2025, Zhittya also began administering FGF-1 to human participants in Nevada in Type 2 diabetes research studies reviewed by an institutional review board (“IRB”). In January 2026, Zhittya also began patient-funded Parkinson’s studies in Nevada which were reviewed by an IRB and conducted by a Nevada-licensed physician. The type 2 diabetes studies are funded by Zhittya investors and conducted in Las Vegas, Nevada, by a Nevada licensed physician. Zhittya has advised us that these studies are intended to help it identify potential doses and dosing schedules for future clinical trials conducted under an Investigational New Drug application. Under a Letter Agreement dated October 13, 2025, Zhittya agreed to pay us $15,000 for each patient treated with FGF-1 in the type 2 diabetes studies. As of December 31, 2025, we had received $300,000 from Zhittya for these studies , and during the six months ended June 30, 2026, we earned an additional $615,000 .   Zhittya’s Las Vegas studies are conducted with a Nevada-licensed physician investigator, have independent IRB review and approval, and Zhittya has obtained written informed consent from participants. Zhittya has advised us that it voluntarily adheres to the Declaration of Helsinki and to the Common Rule as its human-subjects framework; provided that Zhittya does not represent that such regulations apply to the Las Vegas studies as a matter of law.   The Nevada studies are not conducted under an IND in effect with the FDA and have not been authorized by the FDA. IRB review does not substitute for an IND when one is required. We do not believe these studies qualify for an exemption from the IND requirements under 21 CFR 312.2(b). In particular, the exemption under 21 CFR 312.2(b)(1) applies to certain studies of drug products lawfully marketed in the United States, subject to additional conditions and the FGF-1 product used in these studies is not lawfully marketed in the United States.   The Company does not discover, develop, manufacture, or seek regulatory approval for FGF-1 or any other drug candidate. Under the product licensing and commercialization agreement, the Company’s role is limited to marketing and sales in the United States and Canada of products that Zhittya may develop and that may be lawfully commercialized.   Zhittya has advised us that its position is that the finished FGF-1 used in the Nevada studies has not been introduced into interstate commerce because it is manufactured and administered entirely within Nevada. Zhittya has represented to us that the production organism and FGF-1 active ingredient are produced at its Reno, Nevada laboratory and that the finished product is transferred and administered solely within Nevada. However, Zhittya has also represented that reagents, media, resins, filters and other laboratory consumables used in manufacturing are purchased from suppliers outside Nevada. It has not represented that all raw materials or ingredients originate in Nevada, and we have not independently verified Zhittya’s supply chain. Zhittya’s position does not establish that its activities fall outside federal regulatory jurisdiction. Federal authorities could reject that position and determine that the manufacture, distribution or administration of FGF-1 in these studies violates applicable federal requirements, including requirements under the Federal Food, Drug, and Cosmetic Act.   Nevada law presents a separate risk. Subject to specified exemptions, Nevada Revised Statutes (NRS) Section 454.351(1) makes it a misdemeanor to manufacture, possess, sell or otherwise furnish within Nevada, a drug that may not lawfully be introduced into interstate commerce under the Federal Food, Drug, and Cosmetic Act. The statute does not require that the drug actually be transported outside Nevada. Zhittya has advised us that it does not currently rely on any exemption under NRS 454.351(2). Accordingly, manufacturing, possessing or furnishing FGF-1 for the Nevada studies could be determined to violate NRS 454.351(1), even if the finished product remains entirely within Nevada. Federal or state enforcement action could require Zhittya to suspend or discontinue the studies and could reduce or eliminate the payments we receive from those activities. See “Risk Factors .”   The Nevada studies are open-label and are not well-controlled clinical trials. Their observations do not establish that FGF-1 is safe or effective. Neither we nor Zhittya expects the FDA to accept these studies as a substitute for the studies required to support an IND or an application for marketing approval. Although Zhittya believes the observations may inform the design of future clinical trials, there can be no assurance that the FDA will consider the resulting information useful or adequate for any regulatory purpose. We do not conduct these studies. FGF-1 is not approved by FDA, and commercial sale in the United States would require applicable FDA marketing approval and compliance with other applicable requirements .   Pursuant to the License Agreement, Zhittya undertakes all of the drug development risk and is responsible for 100% of the cost of all clinical trials, general drug development and application for regulatory approval. Our primary business responsibility under the License Agreement is to market and sell the drugs in Zhittya’s portfolio, assuming they receive requisite regulatory approvals. Zhittya is developing treatment candidates for over 22 diseases that are caused from the lack of blood flow to an organ or tissue. Through the License Agreement, we hope to achieve commercial success from generating other income under the License Agreement, by marketing and selling Zhittya’s drugs, subject to such drugs receiving regulatory approvals, while committing proportionately small amounts of capital toward drug development and regulatory approvals, as compared to the development expenses that would be necessary if we were to develop such drugs ourselves.   The idea for Zhittya licensing the rights to its drugs was first discussed in 2010, when John Laub, now President of the Company, and Daniel Montano, President of Zhittya, discussed the idea of a publicly traded sales and marketing company that was separate from the privately held research and development company, Zhittya. The parties discussed that the public company would raise awareness of the drugs but would not be tied to the cost of the research, and would only pay on royalties based on milestones on the success of the research. Zhittya could remain a private company and focus on developing and obtaining the approval of the drugs. Zhittya would also raise its own funds to support its research. This was an outgrowth of similar discussions that Mr. Montano had with other pharmaceutical companies, in which the public pharmaceutical company would pay upfront capital to acquire the marketing rights and pay milestone payments tied to the regulatory progress, with a royalty back to the developer for the right to market and sell the drugs. In 2016, Mr. Laub approached Mr. Montano about obtaining the sales and marketing rights to the drugs developed by Zhittya. They reached an agreement in principle pursuant to which the Company would pay an upfront payment and issue preferred shares to Zhittya for the sales and marketing rights to Zhittya’s drugs and also pay Zhittya milestone payments on progress toward FDA approval of its drugs, which was later documented by the original May 2016 license agreement entered into with Zhittya. The agreement kept the two companies independent, and the terms of the preferred stock stipulated that if Zhittya converted its preferred shares into shares of common stock, the conversion could not result in Zhittya holding more than 4.99% of the outstanding shares upon such conversion. In 2016, Mr. Laub founded the Company.   We do not currently plan to use any of the funds raised in this offering to pay clinical progress and regulatory milestone payments to Zhittya under the License Agreement. No milestones are expected in the next year. If clinical progress and regulatory milestone payments are required to be made to Zhittya under the License Agreement, such milestone payments would be made in stock of the Company or from the Company’s cash flow, at our option, following this offering. Milestone payments made in the Company’s stock would be calculated using the average closing price over the prior 20 trading days prior to issuance, provided that in the event the issuance of any shares of common stock to Zhittya would result in Zhittya owning 5% or more of the Company’s outstanding common stock, we are required to defer the stock payment until such time as the issuance of such shares will result in Zhittya’s ownership of the Company not exceeding 4.99% of the Company’s common stock. We will only make milestone payments to Zhittya upon Zhittya’s achievement of the applicable clinical progress and regulatory milestones, which are based on certain recognizable achievements in the development and approval of the injectable/infusion/intranasal drugs and wound healing drugs with the following applications: coronary heart disease, Parkinson’s disease, stroke, diabetic foot ulcers and venous ulcers, as discussed in greater detail below under “Business—License Agreement with Zhittya”. The milestone payments for wound healing drugs range from $100,000 to $10,000,000 and will not exceed $75,000,000 in total for the entire class of wound healing drugs. The milestone payments for injectable/infusion/intranasal drugs range from $100,000 to $25,000,000 and will not exceed $300,000,000 in total for the entire class of injectable/infusion/intranasal drugs.    In the next few years, the Company will need to start making these milestone payments to Zhittya as set forth in the License Agreement. The milestone payments are progressively larger as, and if, the drugs near and achieve FDA approval. We expect to make annual payments starting in 2027 as Zhittya begins to meet its milestones. Zhittya’s first milestone will be animal trials, which take six to eight months. The first trial is expected to be diabetic foot ulcers and is likely to be completed in the fourth quarter of 2027. The Company expects to be required to start making payments to Zhittya in the fourth quarter of 2027 of approximately $2.0 million, depending on the timing of the closing of an initial public offering and/or public sale of shares (as discussed below), which could change when such payments are due. In 2028, Zhittya will likely be preparing INDs with the FDA, and approval is expected to take six to eight months. If the IND is approved, Phase 1 trials can start. We expect these milestone payments will start slowly for the next few years. Because clinical initiation across target indications will be staggered, milestone obligations are not expected to exceed $2.0 million in the aggregate across fiscal years 2027 and 2028. At our discretion, such clinical progress and regulatory milestone payments may be paid in the form of cash or shares of our common stock, calculated using the average closing price over the prior 20 trading days prior to issuance, provided that in the event the issuance of any shares of common stock to Zhittya would result in Zhittya owning 5% or more of the Company’s outstanding common stock, we are required to defer the stock payment until such time as the issuance of such shares will result in Zhittya’s ownership of the Company not exceeding 4.99% of the Company’s common stock.   Additionally, these clinical progress and regulatory milestone payments obligations will not begin to accrue until 90 days after the closing of our initial public offering or public sale of shares, which will not be triggered by the offering described in this offering circular. To date, no clinical progress and regulatory milestone payments are due.   The License Agreement contemplates the different availability of products in various licensed territories because of the timing of, or differences in, government approvals and that there may be the opportunity for study participation or treatment elsewhere, for patients who otherwise would be accommodated in licensed territories or vice-versa (“cross-border operation”).

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As a result, the net revenues generated from Zhittya patients who live in a Company licensed territory, who receive treatment outside that territory by Zhittya relating to the licensed products, will be shared 50/50 between Zhittya and the Company (or the Company and any other licensees who are due a portion of such amount). These net revenues do not count toward milestone payments set forth in the agreements.   Fees from cross-border and United States operations are based on “Operating Profit”, which is defined net revenue (gross revenues less returns) less direct costs associated with commercialization of the product. Direct costs include but are not limited to direct product costs, product support costs, processing costs, and referral fees. Direct costs specifically exclude executive salaries and corporate overhead that do not directly relate to commercialization, and sales and marketing costs. Certain advertising and marketing costs incurred by Zhittya, pertaining to the sourcing of patients, are charged against the payments due to the Company, and accordingly, the Company recognizes only the net payments received .   Under the License Agreement, Zhittya’s net revenues from such cross-border operations are shared equally between all licensees (currently just the Company) and Zhittya. Under the License Agreement, the Company receives 100% of Zhittya’s net revenues from U.S. operations. The Company’s share of Zhittya’s net revenues are excluded from the milestone payments, and are subject to a tiered fee structure under which (a) no fee is due on the first $3 million of Operating Profit; (b) a fee equal to 50% of the Company’s portion of Operating Profit is due on Operating Profit from $3 million to $10 million; and (c) a fee equal to 80% of the Company’s portion of Operating Profit above $10 million is due.   All cross-border and U.S. treatments will be organized and coordinated by Zhittya, with participation subject to product availability and patient capacity. Zhittya is responsible for the operating expenses relating to the cross-border and U.S. operations and servicing the patients seeking to participate in the clinical studies.   As such, the Company is currently receiving Operating Profit generated by U.S. and Canadian patients in the Company’s licensed territories that enroll in clinical study participation or treatment in other Zhittya licensed territories (British Virgin Islands and the Bahamas). Additionally, as discussed above, beginning in September 2025, the Company began receiving consideration in connection with Zhittya’s investor-funded research studies into FGF-1 which are taking place in Las Vegas, Nevada.   During the six months ended June 30, 2026, the Company recognized $1,336,500 of other income, offset by $492,865 of advertising, promotion and other expenses, for a net of $843,635 as other income from participation in future revenues. During 2025, the Company recognized $1,192,000 of other income, offset by $473,250 of advertising and promotion expenses, for a net of $718,750 as other income from participation in future revenues. During 2024, the Company recognized $1,266,000 of other income, offset by $825,000 of advertising and promotion expenses for a net of $441,000, as other income from participation in future revenues. At June 30, 2026, December 31, 2025 and 2024, the Company had a related net receivable from Zhittya of $74,940, $0 and $31,750, respectively, recorded in other receivables on the accompanying balance sheets, with payment terms of due upon receipt. As of June 30, 2026, and December 31, 2025, and 2024, all other income from participation in future revenues was generated from Zhittya.   See also “Business—License Agreement with Zhittya”, for more information regarding our License Agreement and amounts due thereunder.   In connection with its injection/infusion/intranasal drug candidates and wound healing drug candidates, Zhittya is currently conducting studies with FGF-1.   Zhittya is currently the only company with which we have a licensing and sales agreement. Our viability is directly tied to the development, regulatory approval, and market adoption of the candidate drugs in Zhittya’s portfolio. Though we are optimistic for Zhittya’s success of its drug candidates, there is considerable risk that Zhittya will not meet expectations (including, but not limited to, the risk that Zhittya will not obtain regulatory approvals for its drug candidates) and, consequently, we may fail to meet expectations absent new licensing and sales agreements with other companies, and/or the termination of our Licensing Agreement with Zhittya. We recognize that even strong drug candidates face long odds of being approved by the FDA, as required for their marketing and sale in the United States and Canada, provided that Zhittya currently anticipates seeking Canadian approval only after it obtains U.S. approval, and as such, the process, timing, costs and steps to seek Canadian approval are not discussed in detail throughout this offering circular, as we do not anticipate Zhittya obtaining Canadian regulatory approval for some time, and we do not expect FDA approval for a minimum of three to seven years, if at all, as discussed above. Despite these challenges, we remain optimistic about Zhittya’s ability to develop successful products and our ability to deliver those products to the market.

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Zhittya was approved in the British Virgin Islands in 2022 to conduct human research studies for Parkinson’s disease and has treated over 270 patients without any severe adverse events being reported by such patients. The studies were open-label unblinded studies in which the participants and researchers know which treatment is administered. The Parkinson’s disease studies are “patient supported,” in which the patients pay a fee to be in the studies. Zhittya does not know if the data from the open-label studies could be replicated or could have material differences from well-controlled clinical trials of the Parkinson’s disease patient population in the U.S. or Canada.   Zhittya has reported that as of October 17, 2026, more than 270 people with Parkinson’s disease received FGF-1 in open-label human research that started in the British Virgin Islands. In January 2026, Zhittya moved its human studies of Parkinson’s disease to Las Vegas, Nevada. In May  of 2025, Zhittya reported an average 53% improvement on the Unified Parkinson’s Disease Rating Scale (UPDRS). UPDRS is a standard scale used to record Parkinson’s symptoms (mentation, daily activities, motor function, and treatment complications). That work was not an FDA-authorized, randomized, blinded, or well-controlled trial. There was no concurrent placebo arm of the kind required for a U.S. approval study. Zhittya has advised us that the activity was intended to gather information for later trial design. Results may not be reproduced and may differ materially from well-controlled trials in the United States or Canada. We do not claim that FGF-1 caused the reported UPDRS changes, and those figures are not evidence that a licensed product is safe or effective or that we will have a product to sell.   Zhittya has also received two study approvals by The Bahamas National Medical Ethics Committee. The first one is for the “Intranasal FGF-1 for Parkinson’s Disease Clinical Trial”. The second study approved was for the “Open Label, Two Dose Escalation Study to Evaluate the Safety, Tolerability and Effectiveness of Recombinant Human Fibroblast Growth Factor 1 (FGF-1) Administered by Intramyocardial Injection For the Treatment of Coronary Heart Disease.” These studies are seeking additional data on the use of FGF-1 and are expected to have 100 patients each, but currently are waiting for patient enrollment. Zhittya is developing a patient recruitment plan and expects to have the first patients in the fourth quarter of 2026. Zhittya has also filed applications for research studies in Mexico and Panama and is waiting to hear back regarding the potential approval.   Under the License Agreement we receive income generated from patients from the United States and Canada who are treated with Zhittya’s drugs covered by the License Agreement in other countries where such drugs are approved (cross-border operations), as well as income from patients treated in the United States, which are set forth under other income in our statement of operations included in the financial statements contained in this offering circular.   Going Concern Analysis   The Company was incorporated on May 16, 2016 and has generated $2,407,135 in income from participation in future revenues through June 30, 2026 (which relate solely to other income from our relationship with Zhittya, as discussed above). As of June 30, 2026, we had a total stockholders’ deficit of $(575,826), an accumulated deficit of $124,909,055, and negative working capital of $876,115. As of December 31, 2025, we had a total stockholders’ deficit of $(1,125,680), an accumulated deficit of $125,452,659, and negative working capital of $1,272,377. The large accumulated deficit is mainly the result of the original 2016 license agreement with Zhittya valued at $76.5 million, as discussed in greater detail below under “Business—License Agreement with Zhittya”, that was fully written off by 2022 under a revised valuation. Another $46.5 million in expenses related to the value of the preferred stock issued to Zhittya pursuant to the terms of the License Agreement. These two items, combined, equal $123 million of the accumulated deficit and do not reflect the results of ongoing operations. From 2023 to 2025, the Company has generated net income every year, with cumulative income of $251,597 over these three years, and net income for the six months ended June 30, 2026 of $543,605. The Company will require significant additional capital in order to operate in the normal course of business and fund clinical progress and regulatory milestone payments. In February 2023, the Company began receiving other income from Zhittya’s clinic in the British Virgin Islands, which is treating U.S. and Canadian patients pursuant to the cross-border provisions of the License Agreement as discussed above. In October 2025, the Company began receiving income from Zhittya’s treatments in the United States. The Company expects that those funds should cover the Company’s operating expenses for the foreseeable future. While we believe in the viability of management’s strategy to generate sufficient other income, control costs, and the ability to raise additional funds, if necessary, additional funding may not be available on favorable terms, if at all. Our ability to continue as a going concern is dependent upon Zhittya’s ability to continue to conduct patient-supported research studies in the United States or the British Virgin Islands and the Bahamas, to complete clinical studies, and obtain regulatory approvals for its drug candidates, and our ability to implement our business plan, to generate sufficient other income/revenues, and to control operating expenses.

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Competitive Strengths
	·	We have the exclusive contractual right, under the License Agreement, to market and sell Zhittya’s licensed product candidates in the United States and Canada, if they are approved, provided that approval may never occur.
	·	Our commercial model is a license, not an in-house research  and development (R&D) budget. Zhittya pays for development. We pay specified clinical and regulatory milestones if those events occur, and we pay a contractual share of operating profit and, if there are product sales (i.e., a percentage of operating profit from sales (50% wound healing; and 80% injectable / infusion/intranasal)). Those payments may be large relative to our cash.
	·	If a licensed candidate were approved as a BLA reference biologic, federal law currently provides a period of reference-product exclusivity. That exclusivity is not guaranteed, can be shortened or litigated, and does not exist until approval.
	·	Zhittya is studying more than one indication. That is a development plan, not evidence that FGF-1 works in any of them.
Market Opportunity
	·	Published estimates of U.S. disease burden for coronary disease, Parkinson’s disease , type 2 diabetes, stroke, and diabetic foot ulcers are discussed under “Business.” Those figures describe how common the conditions are. They are not patients we can treat, not an approved label, and not a forecast of our other income or product sales. We have no FDA approved product.
Growth Strategy
	·	If FGF-1 is approved for use in the United States, which we do not expect for at least three to seven years, if ever , we may seek a distribution arrangement with a national wholesaler, provided we have no agreements in place with a national wholesaler to date and may never enter into such an agreement. We cannot assure you that any of them will work with us, or that we would have a product to distribute.
Summary Risk Factors   Our business and our ability to execute our business strategy are subject to a number of risks as more fully described in the section titled “Risk Factors” beginning on page 16. These risks include, among others:   Risks Related to our Business
	·	We depend on Zhittya for substantially all of our other income and for any future product we might sell. If Zhittya does not pay us, stops its studies, or cannot continue as a going concern, we may have no other customer.
	·	We will need to raise substantial additional investment capital, which may be unavailable to us or, if raised, will cause dilution of our existing investors and could place significant restrictions on our ability to operate. Our financial situation creates doubt about whether we will continue as a going concern.
	·	Our business is dependent on Zhittya’s success in developing the drug candidates which we plan to sell, and we are restricted from undertaking any other business activities other than the marketing, and distribution of Zhittya’s products during the term of the License Agreement, and Zhittya’s failure to develop those drug candidates would materially and adversely affect our business. We depend entirely on the successful and timely regulatory approval and development of Zhittya’s product candidates, and if Zhittya’s product candidates are unable to be successfully developed and/or fail to obtain regulatory approval, it would significantly harm our business.
	·	The regulatory history of the Chief Executive Officer of Zhittya, Daniel Montano, with whom we rely substantially for our income and prospects, may adversely affect our business, reputation, and ability to execute our business plan.

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	·	Our business is dependent on our License Agreement with Zhittya, which provides us with the exclusive rights to commercialize and market Zhittya’s product candidates in the United States and Canada. Any breach, including non-payment of milestone payments when due, could lead to termination of the License Agreement. Any termination or loss of significant rights under the License Agreement would materially and adversely affect our business. The License Agreement is not assignable by us without Zhittya’s consent. We are currently dependent on income derived from U.S. and Canadian patients traveling to foreign clinics to be treated with Zhittya’s drugs and in the event the number of such patients declines in the future or stops, our other income and revenues will be materially affected. Amounts payable to us through Zhittya operations may decline over time due in part to the contractual obligations of the License Agreement.
	·	We may not be able to satisfy certain contractual clinical progress and regulatory milestone obligations and the satisfaction of such milestone obligations may have a material adverse effect on our cash flows and ability to support our operations. Our results of operations will be affected by the level of milestone payments that we are required to pay to Zhittya or other royalty payments to third parties.
	·	Having only recently commenced operations, we are a development stage business and subject to the many risks associated with new businesses.
	·	Zhittya faces substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than Zhittya does.
	·	There are no substantial barriers to entry into the industry and Zhittya has not obtained intellectual property protection for its product candidates. There is no guarantee someone else will not duplicate its ideas and bring them to market before Zhittya does, which could severely limit our anticipated sales and other income/revenues. If we cannot generate sales and other income/revenues, it could result in the loss of your investment.
	·	We will need to license new modifications to the products and treatments that Zhittya develops under substantially the same terms as the License Agreement.
	·	If Zhittya’s product candidates or any of our future product candidates are approved for marketing, and we are found to have improperly promoted off-label uses, or if physicians misuse the products we sell or use the products off-label, we may become subject to prohibitions on the sale or marketing of products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.
	·	The significant level of competition for the product candidates that we market may result in pricing pressure, reduced margins, or the inability of our future product to achieve market acceptance.
	·	The loss of our management team or other key personnel would have an adverse impact on our future development and impair our ability to succeed.
	·	We plan to rely on third-party distribution partners for the distribution of Zhittya’s products, product candidates, and services, which could delay or limit our ability to generate other income/revenue.
	·	Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

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Risks Related to Government Regulation
	·	Communications about this offering by Zhittya and Mr. Montano, and Mr. Montano’s regulatory history, could create issues under Rule 262 of the Securities Act, and could negatively affect the offering or our ability to undertake this offering as currently contemplated.
	·	Zhittya’s administration of FGF-1 in Nevada to human participants may be found to be in violation of Nevada law and/or may be unsuitable for evidence for a future IND. The use of the product candidates we market may be limited by regulations, and we may be exposed to product liability and remediation claims.
	·	We may be held liable for, or incur costs to settle, liability and remediation claims if any products we market cause injury or are found unsuitable during product testing, manufacturing, sale, or use. These risks exist even with respect to product candidates that have received, or may in the future receive, regulatory approval, registration, or clearance for commercial use. We cannot guarantee that we will be able to avoid product liability exposure. Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.
	·	The regulatory approval processes of the FDA and other comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if Zhittya is unable to obtain timely regulatory approval for its product candidates, our business will be substantially harmed.
	·	We may be involved in lawsuits related to Zhittya’s efforts to protect or enforce its intellectual property rights, which could be expensive, time-consuming, and ultimately unsuccessful.
Risks Related to Our Securities and this Offering
	·	There is no assurance that a market in our common stock will develop. If a market does develop and our stock price fluctuates after the offering, you could lose a significant part of your investment. Our common stock prices may be volatile and could decline substantially following this offering, and purchasers in this offering will experience immediate and substantial dilution in net tangible book value. In the event no market develops for our common stock you may be required to hold our common stock indefinitely.
	·	We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect our results of operations and cause our common stock price to decline.
	·	Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of the Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.
	·	The issuance of common stock upon conversion of our outstanding Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock will cause immediate and substantial dilution to existing stockholders and the sale of common stock upon conversion of our outstanding Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock may depress the market price of our common stock.
	·	There is no guarantee that our common stock will be approved for quotation on the OTCQB Market or any market or that we will be able to comply with the OTCQB’s continued listing standards in the future.
	·	Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.
Going Concern   Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our future viability is largely dependent upon our ability to raise additional capital to finance our operations. Our management expects that future sources of funding may include sales of equity, obtaining loans, or other strategic transactions. Disruptions in the financial markets may make equity and debt financing more difficult to obtain and may have a material adverse effect on our ability to meet our fundraising needs. Although our management continues to pursue these plans, there is no assurance that we will be successful with this offering or in obtaining sufficient financing on terms acceptable to us to continue to finance our operations, if at all. These circumstances raise substantial doubt on our ability to continue as a going concern, and our financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Corporate Information   Our principal executive offices are located at 8683 W. Sahara Avenue, Suite 280, Las Vegas, NV 89117, and our telephone number is (702) 800-0030. Our website address is www.wundbio.com. The information contained on our website is not incorporated by reference into this offering circular, and you should not consider any information contained on, or that can be accessed through, our website as part of this offering circular or in deciding whether to purchase our common stock.   Implications of Being an Emerging Growth Company   We are not subject to, and will not be subject to, the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, if our offering statement is qualified by the SEC, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file: annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements), semi-annual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A), and current reports for certain material events.   In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.    While we have no current plans to, in the future we may become subject to the reporting requirements of the Exchange Act, and we expect to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) at that time, provided we continue to satisfy the applicable eligibility requirements. As an emerging growth company, we may take advantage of certain reduced reporting and disclosure requirements, including: (i) exemption from the auditor attestation requirement for internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; (ii) reduced executive compensation disclosure requirements; (iii) exemption from advisory shareholder votes on executive compensation; (iv) exemption from certain pay-versus-performance and CEO pay ratio disclosures; (v) the ability to provide only two years of audited financial statements and related MD&A; and (vi) extended transition periods for complying with new or revised accounting standards. We intend to take advantage of these accommodations to the extent available. In addition, if we qualify as a “smaller reporting company” under SEC rules, we may be eligible for certain additional scaled disclosure requirements, many of which overlap with the accommodations available to emerging growth companies.

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THE OFFERING
Issuer		WUND Healing BioPharmaceuticals, Inc.
Common stock offered by us		1,000,000 Shares
Common stock outstanding prior to this offering		2,632,000 shares
Public offering price		$10.00 per share
Common stock expected to be outstanding immediately after this offering		3,632,000 shares
Use of proceeds		We estimate that the net proceeds from the sale of Shares of our common stock in this offering will be approximately  $8,635,000,  assuming that all Shares of common stock offered herein are sold, after deducting estimated commissions, and estimated offering expenses payable by us.   The principal purposes of this offering are to strengthen our capitalization, enhance our financial flexibility, establish a public market for our common stock, and provide us and our stockholders with future access to the public equity markets. We believe that becoming a Tier 2 issuer filing periodic reports under Regulation A at this time will allow us to develop the operational infrastructure, internal controls, governance processes, and management experience necessary to operate effectively. In addition, we believe that in the event we are able to successfully obtain the quotation of our common stock on the OTC Markets, that it will increase transparency for investors and provide greater potential liquidity for our existing stockholders over time. While we do not currently intend to use the net proceeds of this offering to fund significant clinical milestone payments, we believe that establishing our presence in the public markets now will better position us to raise additional capital in future periods, if needed, to support milestone payments and other development-related expenditures as Zhittya hopefully advances through its clinical trials and achieves key regulatory and clinical milestones.   We intend to use the net proceeds from this offering for general corporate purposes, which may include, but are not limited to, funding our working capital needs, supporting ongoing operations, and paying certain accrued expenses, including amounts owed to former officers and consultants for prior services rendered (see “Use of Proceeds”, below). The actual allocation of proceeds will be determined at our discretion and will depend on various factors, including our operational requirements and the timing and availability of other sources of capital.
Benjamin Securities’ warrants		We have agreed to issue to Benjamin Securities, Inc., one of the Placement Agents, and/or its affiliates, warrants to purchase 7% of the number of shares of common stock sold in this offering (up to 70,000 warrants), issuable following each closing of Shares. Benjamin Securities’ warrants will be exercisable at any time, and from time to time, in whole or in part, commencing six months from the grant date of such warrants, will have a cashless exercise provision, and will expire five years from the grant date of such warrants, at an exercise price of $12.50 (125% of the public offering price of the common stock). Benjamin Securities’ warrants will also provide for customary anti-dilution provisions and registration rights (including a one-time demand registration right and unlimited “piggyback” registration rights) with respect to the registration of the shares of our common stock underlying Benjamin Securities’ warrants, which registration rights shall terminate on the fifth anniversary of the commencement date of sales in this offering. For additional information regarding our arrangement with Benjamin Securities, please see “Plan of Distribution.”

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Risk factors				The Shares of our common stock issued hereby are speculative securities. Investing in Shares of our common stock involves significant risks. You should invest in them only if you can afford a complete loss of your investment. See “Risk Factors” starting on page 16 for a discussion of factors you should carefully consider before deciding whether to invest.
No Liquidity				There is no current public market for the Shares being offered by the Company pursuant to this offering circular. See “Risk Factors” below for a further discussion. While we plan to apply for quotation on the OTCQB Market maintained by OTC Markets following this offering, there can be no assurance that we will obtain such quotation, or as to the level of trading that might occur if we do. The Company may facilitate or otherwise participate in the secondary transfer of any Shares on a limited basis at its discretion. Prospective Investors are urged to consult their own legal advisors with respect to secondary trading of the Shares.
Lock-ups				We, all of our directors and officers, and holders of greater than 5% of our outstanding securities (or securities convertible into our common stock) have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common shares or securities convertible into common stock without the prior written consent of Benjamin Securities for a period of 180 days from the final closing date of the offering described in this offering circular, subject to certain limited exceptions. See “Plan of Distribution—Lock-Up Agreements.”
Except as otherwise indicated herein, all information in this offering circular:
	·	is based on 2,632,000 shares of common stock outstanding as of October 30, 2026;
	·	excludes up to a maximum of 70,000 shares of common stock underlying warrants which may be issued to Benjamin Securities and/or its affiliates in connection with this offering; and
	·	assumes no vesting of 50,000 outstanding restricted stock units.

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SELECTED FINANCIAL DATA   The following table sets forth our selected financial data as of the dates and for the periods indicated. We have derived the statement of operations data for the years ending December 31, 2025 and 2024, from our audited financial statements and for the six months ended June 30, 2026 and 2025, from our unaudited financial statements, each included elsewhere in this offering circular. The financial statements, and the related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).   The following summary financial data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes and other information included elsewhere in this offering circular. Our historical results are not necessarily indicative of the results to be expected in future periods.
		Six Months Ended June 30,
		2026				2025
Operating expenses:
Professional fees		$	74,881			$	129,979
Consulting fees			198,250				166,229
Lease expense			16,021				22,592
General and administrative expenses			7,714				5,793
Total operating expenses			296,866				324,593
Loss from operations			(296,866	)			(324,593	)
Other income (expense):
Income from participation in future revenues – related party			843,635				206,750
Interest expense- related party loans			(2,334	)			(3,198	)
Other expense			(830	)			-
Net income (loss)		$	543,605			$	(121,041	)
Basic and diluted net income (loss) per common share		$	0.21			$	(0.05	)
Weighted average number of common shares outstanding, basic and diluted			2,632,000				2,632,000

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		Year Ended December 31,
		2025				2024
Operating Expenses:
Professional fees		$	220,852			$	114,256
Consulting			352,479				127,000
Lease expense			36,013				89,888
Marketing expense			995				-
General and administrative expenses			10,227				10,475
Total operating expenses			620,566				341,619
Loss from operations			(620,566	)			(341,619	)
Other income (expense):
Income from participation in future revenues – related party			718,750				441,000
Interest expense- related party loans			(6,674	)			(2,342	)
Net income		$	91,510			$	97,039
Basic and diluted net income per common share		$	0.04			$	0.04
Weighted average number of common shares outstanding, basic and diluted			2,632,000				2,632,000
		June 30, 2026				December 31, 2025
Balance Sheet Data:
Cash and cash equivalents		$	61,606			$	176,337
Working capital deficit (1)			(876,115	)			(1,272,377	)
Total assets			453,296				356,699
Additional paid-in capital			124,323,597				124,317,347
Preferred stock			7,000				7,000
Accumulated deficit			(124,909,055	)			(125,452,659	)
Total stockholders’ deficit		$	(575,826	)		$	(1,125,680	)
(1) We define working capital as current assets, less current liabilities. See our financial statements for further details regarding our current assets and current liabilities.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, in addition to the other information included in this offering circular, including our financial statements and related notes, before deciding whether to invest in our securities. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. You may lose all or part of your investment.

Risks Related to our Business

We depend on Zhittya for substantially all of our other income and for any future product we might sell. If Zhittya does not pay us, stops its studies, or cannot continue as a going concern, we may have no other customer.

Zhittya is a related party. It holds 7,000,000 shares of our preferred stock and is the counterparty to our only material operating contract, the License Agreement. We do not sell an FDA-approved product. Our other income is amounts Zhittya pays us under the License Agreement and related letter agreements when Zhittya treats or enrolls patients in Zhittya-run research or foreign-clinic activity. We do not control how many patients Zhittya enrolls, whether Zhittya’s own funders pay Zhittya, or whether Zhittya remits the per-patient or shared “Operating Profit” amount to us when due. If Zhittya reduces or ends its British Virgin Islands, Bahamas, or Nevada activity, cannot manufacture FGF-1, loses host-country or investigator permission, or cannot raise money for its own operations, the payments that now support our results would fall or stop. We have no substitute licensee, no other product, no rights to licenses FGF-1 directly, and no right under the License Agreement to run those studies ourselves. Amounts due from Zhittya are related-party receivables. They may not be collected on the same timetable or with the same remedies as receivables from an unrelated customer. We have in the past offset amounts due from Zhittya against amounts we owed Zhittya. We may not be able to do that when we need cash. If Zhittya becomes insolvent, delays payment, or disputes the calculation of operating profit, advertising offsets, or per-patient fees, we may be an unsecured creditor with limited practical recovery. Any of those events would harm our cash, our ability to stay in business, and the value of the common stock offered herein. Zhittya’s Nevada manufacturing and Las Vegas, Nevada studies use components purchased outside Nevada, are not conducted under an IND, and, Zhittya has advised us, do not currently qualify for an exemption under NRS 454.351(2). If that activity is paused or stopped, we may lose a material part of our other income.

We will need to raise substantial additional investment capital, which may be unavailable to us or, if raised, will cause dilution of our existing investors and could place significant restrictions on our ability to operate.

Even upon the completion of this offering, we will still need to raise substantial additional equity or debt financing to provide sufficient capital required to fully execute our business plan and expand our operations. Disruptions in the financial markets in general and more recently due to trade wars and tariffs may make equity and debt financing more difficult to obtain and may have a material adverse effect on our ability to meet our fundraising needs. We do not currently have any arrangements or credit facilities in place as a source of funds, and there can be no assurance that we will be able to raise sufficient capital in this offering or additional capital on acceptable terms, if at all. If such financing is not available on satisfactory terms, or is not available, we may be required to delay, scale back, or eliminate the development of business opportunities and our operations and financial condition may be materially adversely affected. If we raise additional capital by issuing equity securities, the percentage ownership of our existing stockholders will be reduced, and these stockholders may experience substantial dilution. We may also issue equity securities that provide for rights, preferences, and privileges senior to those of our common stock. Debt financing, if obtained, may involve agreements that include liens on our assets and covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, would increase our expenses and could require that our assets be provided as security for such debt. Debt financing would also be required to be repaid regardless of our operating results. There are no assurances that we will have sufficient funds to pay the debt off, or that we will not default on its debt. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or product candidates, or to grant licenses on terms that are not favorable to us. Funding from any source may be unavailable to us on acceptable terms, if at all. If we do not have sufficient capital to fund our operations and expenses, this could lead to the failure of our business and the loss of your investment.

Our business is completely dependent on Zhittya’s success in developing the drug candidates which we plan to sell, and we are restricted from undertaking any other business activities other than the marketing, and distribution of Zhittya’s products in the United States and Canada during the term of the License Agreement, and Zhittya’s failure to develop those drug candidates would materially and adversely affect our business.

Pursuant to the License Agreement with Zhittya, we may not engage in any business other than the promotion, marketing, and distribution of Zhittya’s products in the United States and Canada from the date of FDA approval of Zhittya’s first product through the end of the term of the License Agreement (through January 1, 2053, along with an additional automatic 30 year renewal term), subject to certain early termination rights in the License Agreement. In addition, we may not thereafter commercialize, promote, or support any third-party drug, treatment, or device that competes with any licensed use of Zhittya’s drugs. As a result, we will be solely dependent on Zhittya and Zhittya’s efforts to obtain FDA approval of its drug candidates for our other income/revenues and operations, and we will not have any control over such efforts.

We are entirely dependent on the success of Zhittya’s drug candidates, which are still under clinical development, and if any such drug candidates do not receive regulatory approval for any reason (including Zhittya’s inability to obtain the funding necessary for clinical trials or otherwise), our business may be materially adversely affected. Zhittya does not have any products that have gained regulatory approval in the U.S. and Canada. Zhittya plans to seek approval of its drug candidates with the U.S. FDA before pursuing approval in Canada. We cannot market and sell any of Zhittya’s products in the United States or Canada without Zhittya first obtaining regulatory approval from the FDA and Health Canada. The Company believes that the earliest possible timeframe in which FDA approval could be obtained, if at all, is approximately three to seven years. This estimate reflects a minimum projected period based on current assumptions and is subject to substantial uncertainty and numerous factors beyond the Company’s control, including the scope and outcomes of clinical trials, regulatory review timelines, requests for additional data, and changes in regulatory requirements. The actual time required to obtain FDA approval, if ever obtained, may be significantly longer than three to seven years or may not occur at all. As a result, our business is dependent on Zhittya’s ability to successfully complete clinical development of and obtain regulatory approval in a timely manner and we are planning our operations and capital needs accordingly, recognizing that FDA approval may be delayed for an extended period or may never be achieved. Before obtaining regulatory approvals for the commercial sale of Zhittya’s drug candidates for a target indication, Zhittya must demonstrate with substantial evidence gathered in clinical trials, generally including adequate and well-controlled clinical trials, and, with respect to approval in the United States, to the satisfaction of the FDA, that Zhittya’s drug candidates are safe and effective for use for that target indication and that the manufacturing facilities, processes and controls are adequate. Even if Zhittya’s drug candidates were to successfully obtain approval from the FDA and comparable foreign regulatory authorities, any approval might contain significant limitations related to use restrictions for specified age groups, warnings, precautions or contraindications, or may be subject to burdensome post-approval study or risk management requirements, which may further materially adversely affect our business and other income/revenues, and may cause any investment in the Company to become worthless.

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Zhittya has conducted, and may continue to conduct, human studies relating to neurological indications without first obtaining an IND authorization from the FDA.

Although Zhittya obtained Institutional Review Board approval, physician approval of the study protocol, and informed consent from participating patients, the FDA may determine that such studies that Zhittya has conducted without first obtaining an IND authorization from the FDA, should not have been conducted without an effective IND.

If the FDA were to conclude that Zhittya’s prior or future human studies violated applicable regulatory requirements, the FDA could refuse to accept, place a clinical hold on, delay, limit, or otherwise adversely affect one or more of Zhittya’s future IND applications. Any such action could significantly delay or prevent the development, regulatory approval, or commercialization of products based on Zhittya’s technology. In addition, the FDA could require additional preclinical or clinical studies, impose other regulatory sanctions, or take enforcement action against Zhittya.

If Zhittya is unable to obtain or maintain the regulatory approvals necessary to continue development of its products, the Company may be required to modify its business strategy, including seeking alternative development, licensing, marketing, or commercialization partners. Suitable alternative partners may not be available on acceptable terms, or at all, which could materially and adversely affect the Company's business, prospects, financial condition, and results of operations.

We are dependent on Zhittya’s ability to conduct clinical trials, which could delay or prevent development of certain licensed product candidates.

Our License Agreement with Zhittya provides that Zhittya is responsible for conducting development activities, including filing investigational new drug applications and conducting clinical trials for certain licensed product candidates.

However, the FDA has broad discretion in determining whether the data submitted in support of an IND are sufficient to permit a sponsor to proceed directly to a particular phase of clinical development. Zhittya may not have the right to reference all relevant third-party data, and publicly available information may be insufficient for FDA purposes. The FDA may require Zhittya to conduct additional Phase I clinical trials before permitting Phase II trials to begin, even if Zhittya believes such studies are unnecessary.

If the FDA requires additional studies, or if Zhittya is unable to successfully navigate the regulatory process, development of these product candidates could be significantly delayed, incur substantial additional costs, or be abandoned. Any such outcomes could materially and adversely affect our business, financial condition, results of operations, and prospects, including our ability to realize the potential value of our License Agreement with Zhittya.

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Clinical development timelines are uncertain, and regulatory requirements could delay or prevent approval of licensed product candidates.

The timelines, expected dates, and milestones discussed in this offering circular, including anticipated IND filings, clinical studies, and other future events, are preliminary and subject to change. These timelines may be affected by numerous factors, including, without limitation, costs, economic conditions, outcomes of prior studies, feedback from regulatory authorities, and other factors outside our control and the control of Zhittya, who we have contracted with as discussed below. All information regarding such timelines, filings, and studies has been provided to us by Zhittya and we have no control over such timelines or whether or not Zhittya moves forward with any such currently planned filings, activities or studies. To the extent circumstances change, the projected timelines and expected dates described herein may not be met and may change significantly. Expected filings, including IND filings and other regulatory submissions, as well as clinical studies, may not occur as anticipated, and Zhittya may experience delays or may be unable to obtain regulatory approval for its drug candidates. Such changes could have a material adverse effect on our business, financial condition, cash flows, prospects, and operations. Investors should not place undue reliance on any forward-looking information regarding expected timelines or future events described in this offering circular.

Even if Zhittya successfully files INDs, the FDA may require additional data, including Phase I clinical trials, before allowing Phase II trials to commence. Regulatory review processes are inherently unpredictable, and the timing and outcome of FDA decisions cannot be assured. Any delays or additional requirements imposed by the FDA could increase development costs, slow the progress of clinical programs, or prevent the commercialization of certain licensed product candidates. Such delays or failures could materially and adversely affect our business, financial condition, results of operations, and prospects.

We depend entirely on the successful and timely production by Zhittya of its drug candidates.

We rely exclusively on Zhittya for the manufacture of its drug candidates, and our ability to generate other income/revenues depends on Zhittya’s ability to produce these drugs in sufficient quantities, on a timely basis, and in compliance with regulatory requirements. Zhittya currently manufactures its drug candidates through both a contract manufacturing organization (“CMO”) and its laboratory facilities in Reno, Nevada. The manufacture of biologics is inherently complex and involves specialized processes, including fermentation and purification steps, that are difficult to scale consistently and are subject to variability, contamination, and other technical challenges. Even minor deviations in the manufacturing process can result in production failures, batch losses, delays, or increased costs.

Furthermore, all facilities engaged in the manufacture of drug products must adhere to current good manufacturing practices (“cGMP”) and are subject to ongoing inspection and approval by the FDA and comparable foreign regulatory authorities. If Zhittya or its CMO fails to maintain compliance with cGMP requirements, experiences regulatory enforcement actions, or is unable to pass inspections, drug supply could be delayed, interrupted, or halted entirely. In addition, Zhittya’s reliance on a CMO exposes it to risks outside of its direct control, including the potential for supply chain disruptions, capacity constraints, quality failures, or termination of the manufacturing relationship.

Any further delay or inability by Zhittya to manufacture its drug candidates to appropriate quality standards, at sufficient scale, or in compliance with regulatory requirements could prevent or delay preclinical or clinical studies, regulatory submissions, and commercialization efforts, and would negatively affect our ability to generate other income/revenue through the sale of Zhittya’s products. If Zhittya cannot produce its drug candidates in the quantities required and on acceptable terms, our business, financial condition, and results of operations could be materially and adversely affected.

We depend entirely on the successful and timely regulatory approval and development of Zhittya’s product candidates, and if Zhittya’s product candidates are unable to be successfully developed and/or fail to obtain regulatory approval, it would significantly harm our business.

We are currently dependent on Zhittya’s success in developing its product candidates and receiving regulatory approval. We have no control over the development of Zhittya’s product candidates or its ability to obtain regulatory approval. We entered into the License Agreement with Zhittya in 2016, knowing that it would take Zhittya some time to put its manufacturing capabilities in place, to submit INDs and hopefully obtain FDA approval of its drugs in development. However, since 2016, Zhittya has faced numerous unavoidable delays due to failures of its contracted manufacturers of FGF-1, and later in order to set up its own manufacturing facility, and, after much work, successfully producing its own FGF-1. In addition, COVID-19 slowed Zhittya’s development progress as well. We have no products currently approved for sale, and if Zhittya’s product candidates are unable to be successfully developed and/or fail to obtain regulatory approval or experience significant delays in doing so, we will not have available products to commercialize, which will significantly harm our business and other income/revenues, and may cause any investment in the Company to become worthless. Additionally, in the event Zhittya is further delayed in producing FGF-1, performing studies, submitting INDs, obtaining approval from the FDA of such INDs, and/or otherwise delayed further from obtaining FDA approval for FGF-1, which it anticipates will take at least three to seven years, our ability to generate cash flow and support our operations will be negatively affected, we may need to raise additional funds, and we may never be able to generate sufficient funds to support our operations.

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Our future other income/revenue from operations may be lower than expected due to the tiered payment structure and other factors.

Under our License Agreement with Zhittya, revenues from certain clinical study or treatment operations are shared according to a tiered “waterfall” of Operating Profits. Operating Profit is defined as net revenue (gross revenues less returns) less direct costs associated with commercialization of the product. Direct costs include but are not limited to direct product costs, product support costs, processing costs, and referral fees. Direct costs specifically exclude executive salaries and corporate overhead that do not directly relate to commercialization, and sales and marketing costs. Certain advertising and marketing costs incurred by Zhittya, pertaining to the sourcing of patients , are charged against the payments due to the Company, and accordingly, the Company recognizes only the net payments received. The Company receives all of the revenue generated on the first $3 million of Operating Profit (which totaled $2,407,135 as of June 30, 2026), 50% of Operating Profit between $3 million and $10 million, and only 20% of Operating Profit above $10 million. As operations grow and Operating Profit increases, the Company’s share of revenue decreases, which may result in lower-than-expected revenue over time, even if total activity increases.

In addition, the amount of other income/revenue the Company receives depends on factors outside its control, including Zhittya’s management of operations, product availability, patient demand, and the timing and volume of participation from patients outside licensed territories. Any reductions in payments, whether due to the tiered structure or other factors, could materially and adversely affect the Company’s business, financial condition, results of operations, and prospects.

We will be required to purchase certain minimum quantities of drugs from Zhittya under the License Agreement. Zhittya may set certain minimum prices for products which we will not be able to exceed.

The License Agreement requires us to purchase certain minimum quantities of drugs from Zhittya and provides Zhittya the right to set the minimum sales price of products we sell under the License Agreement. In the event such minimum quantities are greater than the demand for the products purchased, or such minimum prices are greater than the amount customers are willing to pay, we may be unable to sell such products, such products may expire or become worthless, and we may not have sufficient funds to pay Zhittya for such purchased products. The occurrence of any of the above may have a material adverse effect on our operations and stock price.

Our business is dependent on our License Agreement with Zhittya, which provides us with the exclusive rights to commercialize and market Zhittya’s product candidates in the United States and Canada. Any breach, including non-payment of clinical progress and regulatory milestone payments when due, could lead to termination of the License Agreement. Any termination or loss of significant rights under the License Agreement would materially and adversely affect our business.

On May 17, 2016, we entered into the License Agreement with Zhittya which was amended on February 24, 2022 and amended and restated on December 21, 2022. Pursuant to the License Agreement, we obtained the exclusive right to market and sell drugs from Zhittya’s portfolio in the United States and Canada if the requisite regulatory approval is obtained, if ever. Zhittya plans to seek approval of its drug candidates with the U.S. FDA before pursuing approval in Canada. The Company believes that the earliest possible timeframe in which FDA approval could be obtained, if at all, is approximately three to seven years. This estimate reflects a minimum projected period based on current assumptions and is subject to substantial uncertainty and numerous factors beyond the Company’s control, including the scope and outcomes of clinical trials, regulatory review timelines, requests for additional data, and changes in regulatory requirements. The actual time required to obtain FDA approval, if ever obtained, may be significantly longer than three to seven years or may not occur at all. The Company is planning its operations and capital needs accordingly, recognizing that FDA approval may be delayed for an extended period or may never be achieved. The License Agreement may be terminated by Zhittya in the event a breach by us, including non-payment of clinical progress and regulatory milestone payments when due, is not cured within thirty days, and/or if we seek bankruptcy protection or are brought into involuntary bankruptcy proceedings, subject to certain limited cure rights. If the License Agreement were to be terminated by Zhittya upon a breach by us, we would lose our most significant asset and would no longer be able to commercialize and market Zhittya’s product candidates, which would have a material adverse effect on our operations as we do not anticipate having any additional method of generating other income/revenue at that time, and would likely force us to cease operations and possibly seek bankruptcy protection. The termination of the License Agreement could also cause the value of our common stock to become worthless.

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The License Agreement is not assignable by us without Zhittya’s consent.

The License Agreement provides that it is not assignable without Zhittya’s written consent. Such prohibition on assignment may prohibit our ability to monetize the license provided by the License Agreement, prevent a change of control or business combination which would otherwise be favorable to stockholders.

We are currently dependent on other income derived from U.S. and Canadian patients traveling to foreign clinics to be treated with Zhittya’s drug candidates and on patient sponsored studies relating to Type 2 Diabetes taking place in the United States and in the event the number of such patients declines in the future or stops, our other income/revenues will be materially affected.

Currently, and until such time, if ever, as Zhittya’s drug candidates obtain FDA and/or Health Canada approval in the United States and Canada, respectively, our sole income comes from, and is expected to come from, U.S. and Canadian patients traveling to foreign clinics to be treated with Zhittya’s drug candidates and on a patient sponsored study relating to Type 2 diabetes taking place in Las Vegas, Nevada. Any decline in the number U.S. or Canadian patients willing or able to travel to other jurisdictions to be treated with Zhittya’s drug candidates, whether due to (1) increases in the cost of travel; (2) travel restrictions, including as a result of pandemics or epidemics, terrorism or immigration policies; (3) inflation; (4) trade wars; (5) reduction in the volume of, or effectiveness of, Zhittya’s marketing efforts; (6) alternative and more widely available drugs, or other events, or any declines in the number of patients in the U.S. who are willing to pay to participate in Zhittya’s Type 2 diabetes study, whether due to the cost of such study, alternative available drugs or otherwise, could cause our other income/revenues to decline significantly. Currently, Zhittya primarily uses Google to market its services to patients and in the event Google prohibited the use of its services by Zhittya, raised its pricing significantly or ceased or modified such services, it could have a material adverse effect on the number of U.S. and Canadian citizens travelling to other jurisdictions to be treated with Zhittya’s drug candidates and/or who are willing to pay to participate in Zhittya’s Type 2 diabetes study taking place in Las Vegas, Nevada, and in turn our other income/revenues. Additionally, we and Zhittya are reliant on such alternative jurisdictions continuing to allow Zhittya to treat patients using its drug candidates, and in the future such jurisdictions could limit or prevent Zhittya’s ability to treat patients, which in turn would reduce our other income/revenues and ability to generate other income/revenues. We have no control over Zhittya’s marketing efforts or expenditures.

We may not be able to satisfy certain contractual clinical progress and regulatory milestone obligations and the satisfaction of such milestone obligations may have a material adverse effect on our cash flows and ability to support our operations.

Pursuant to the License Agreement with Zhittya, we are contractually obligated to remit certain clinical progress and regulatory milestone payments to Zhittya upon the occurrence of various events during clinical development and the FDA approval process of Zhittya’s products. The milestone payments for wound healing drugs range from $100,000 to $10,000,000 and will not exceed $75,000,000 in total for the entire class of wound healing drugs. The milestone payments for injectable and infusion drugs range from $100,000 to $25,000,000 and will not exceed $300,000,000 in total for the entire class of injectable/infusion/intranasal drugs. No milestone payments are currently due, and it is anticipated that it will be over 18 months before a milestone is reached and it will be paid out of profits or we will need to raise significant additional capital to make such milestone payments. There can be no assurance that we will raise sufficient capital to pay the milestone payments, or complete the offering at all, thus potentially causing a material adverse effect on our business.

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Our results of operations will be affected by the level of clinical progress and regulatory milestone payments that we are required to pay to Zhittya, the royalty and other payments we are required to pay to Zhittya or other royalty payments to third parties.

We are a party to the License Agreement which requires us to remit milestone payments related to certain Zhittya product candidates that we may decide to market and sell. The milestone payments for wound healing drug candidates range from $100,000 to $10,000,000 and will not exceed $75,000,000 in aggregate for the entire class of wound healing drugs. The clinical progress and regulatory milestone payments for injectable and infusion drug candidates range from $100,000 to $25,000,000 and will not exceed $300,000,000 in aggregate for the entire class of injectable/infusion/intranasal drugs. Any Zhittya operations are also subject to the payment of the following fees for such use of the products; (a) no fee on the first $3 million of Operating Profit; (b) A fee equal to 50% of the Company’s portion of Operating Profit from $3 million to $10 million; and (c) a fee equal to 80% of the Company’s fee on Operating Profit above $10 million. We have also agreed to pay Zhittya royalties based on the future sale of licensed products of 50% for wound healing drugs and 80% for injection/infusion/intranasal drugs. Any failure on our part to pay milestone payments, of which none are currently due, or other amounts due to Zhittya could lead to us losing rights under our license and could thereby adversely affect our business. If product sales increase, we may, from time-to-time, disagree with Zhittya as to the appropriate royalties owed and the resolution of such disputes may be costly and may consume management’s time. Furthermore, we may enter into additional license agreements in the future once the term of the License Agreement has expired, which may also include royalty payments.

The regulatory history of the Chief Executive Officer of Zhittya, with whom we rely substantially for our income and prospects, may adversely affect our business, reputation, and ability to execute our business plan.

From 1981 until 2004, Mr. Daniel C. Montano, the Chief Executive Officer of Zhittya, was a member of the Board of Directors of Helen of Troy, Ltd, a corporation whose shares are publicly traded. Mr. Montano also ran Montano Securities and was its president from 1985 to 1995. In 1992, Mr. Montano agreed to the SEC issuing an order against him and Gold Properties Restoration Co., a company which he served as Chairman of the Board and Chief Executive Officer of (“Gold Properties”), providing for Mr. Montano and the entity to cease-and-desist from violating Sections 5(b)(1) and 17(a)(2) and (3) of the Securities Act. The order contained findings that Gold Properties and Mr. Montano violated Section 17(a)(2) and (3) by disseminating materially false and misleading statements contained in promotional materials that were used in connection with Gold Properties' private placement during the fall of 1990 through the spring of 1991 and an initial public offering of securities filed with the Commission on February 1, 1991. The Order also contained findings that Gold Properties and Montano violated Section 5(b) (1) of the Securities Act by engaging in various activities, which constituted offers to sell Gold Properties common stock, that were undertaken in connection with Gold Properties’ initial public offering. Mr. Montano was also sanctioned by the Massachusetts Securities Division in 1993 and the Missouri Secretary of State in 1996. In connection with matters that occurred in 1994, Mr. Montano agreed in 1997 to a settlement with the National Association of Securities Dealers, Inc. (NASD) pursuant to which he was fined $102,500 and suspended by the NASD from associating with any NASD members for a period of two years. Mr. Montano consented to the findings that he had engaged in a course of conduct that resulted in the mishandling or misuse by his firm, Montano Securities Corporation, of funds entrusted to it by applicants to the company. Montano Securities Corporation was also found to have carried out securities transactions without maintaining sufficient net capital. In May 1998, the NASD suspended Mr. Montano’s registration as a registered securities broker for an unspecified time due to his failure to pay an arbitration award. In July 1998, the SEC entered an order affirming a decision by the NASD that Mr. Montano was found to have violated certain rules of the NASD, including not accurately and sufficiently discussing the mechanism of short-selling or the risks associated with implementing the strategy using a particular stock, making improper references to prior recommendations, making exaggerated and inappropriate presentations of prior recommendations and making improper projections.

Although the enforcement actions did not involve Zhittya or our Company and occurred prior to our relationship with Zhittya, investors, business partners, regulators, prospective customers, and other stakeholders may nevertheless view these matters negatively. Such perceptions could adversely affect the reputation and credibility of Zhittya and, by extension, our Company, impair our ability to attract investors, strategic partners, customers, or financing, increase regulatory scrutiny, and negatively impact the market's perception of our business. Because we are substantially dependent on the License Agreement and Zhittya, any adverse impact on Zhittya or its management could materially and adversely affect our business, financial condition, results of operations, and prospects.

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Having only recently commenced operations, we are a development stage business and subject to the many risks associated with new businesses.

The Company was incorporated in May 2016. Accordingly, we have only a limited history by which you can assess our prospects. Consequently, any predictions about our future success, performance or viability may not be as accurate as they could be if we had a longer operating history or an approved product on the market. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in the drug development and marketing field. We are, and expect for the foreseeable future to be, subject to all the same risks and uncertainties inherent in a new business enterprise and in the further development of our technology. No assurances can be given as to our ability to operate profitably. If we do not generate positive cash flow in the future and hence become profitable, we may not be able to remain in business.

Having only recently commenced operations, our ability to operate successfully is materially uncertain and our operations and prospects are subject to all risks inherent in a developing business enterprise. In investing in this offering, potential investors should be aware of the difficulties normally encountered by early-revenue, development stage companies and the high rate of failure of such enterprises. The likelihood of our viability and potential for revenue and profit generation must be considered in light of the significant problems, expenses, difficulties, complications, and delays that may be encountered. These potential problems and uncertainties include, but are not limited to:

	·	we may have difficulty implementing a sound business plan;
	·	customers may not adopt the products we sell quickly, or at all;
	·	operating costs may exceed our expectations;
	·	we may not be able to adequately protect our intellectual property, trademarks, and trade secrets;
	·	we may be exposed to product liability and remediation claims;
	·	we may not be able to generate significant sales;
	·	we may not attract and retain high quality personnel for management, executive, and board positions;
	·	more established and better capitalized companies may compete with us and be more successful than us;
	·	we may not be able to raise capital when needed to advance our business plans; and
	·	we may be exposed to economic downturns, political and economic events, and technological developments.

There can be no assurance that we will be able to successfully address these and other challenges with which we may be confronted. If our efforts are unsuccessful, our business, financial condition, and operating results could be materially and adversely affected, in which case our value could be negatively impacted and you could lose all or a part of your investment.

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Our financial situation creates doubt about whether we will continue as a going concern.

The Company was incorporated on May 16, 2016. The Company’s sole source of income is the other income received from Zhittya. As of June 30, 2026, we had a total stockholders’ deficit of $575,826, an accumulated deficit of $124,909,055, and negative working capital of $876,115. As of December 31, 2025, we had a total stockholders’ deficit of $1,125,680, an accumulated deficit of $125,452,659, and negative working capital of $1,272,378. The large accumulated deficit is mainly the result of the original 2016 license agreement with Zhittya valued at $76.5 million, as discussed in greater detail below under “Business—License Agreement with Zhittya”, that was fully written off by 2022 under a revised valuation. Another $46.5 million in expenses is related to the value of the preferred stock issued to Zhittya pursuant to the terms of the License Agreement. These two items, combined, equal $123 million of the accumulated deficit and do not reflect the results of ongoing operations. Although from 2023 to 2025, the Company has generated net income every year, with cumulative income of $251,597 over these three years, and generated net income of $543,605 for the six months ended June 30, 2026, there is still a going concern risk.

There can be no assurance that we will be able to achieve a level of income adequate to generate sufficient cash flow from operations or obtain funding from this offering or additional financing through private placements, public offerings, and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings, and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. These conditions raise substantial doubt about our ability to continue as a going concern.

Zhittya faces substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than Zhittya does.

The commercialization of drugs is highly competitive. More established companies may have a competitive advantage over Zhittya due to their greater size, cash flows, and institutional experience. Compared to Zhittya, many of Zhittya’s competitors may have significantly greater financial, technical, and human resources. As a result of these factors, Zhittya’s competitors may have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates before Zhittya is able to, which may limit Zhittya’s ability to develop or commercialize product candidates, and in turn limit our ability to sell such products under the License Agreement. Our competitors may also be more successful than us in marketing their products.

Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of Zhittya’s and our competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These companies compete with Zhittya in recruiting and retaining qualified scientific, management, and commercial personnel, complementary to, or necessary for, Zhittya’s operations.

Zhittya’s product candidates for which it intends to seek approval may face competition sooner than anticipated.

The enactment of the Biologics Price Competition and Innovation Act of 2009 (“BPCIA”) created an abbreviated regulatory pathway for the approval of products demonstrated to be biosimilar, or “highly similar,” to or “interchangeable” with an FDA-approved innovator (original) biologic product. The abbreviated regulatory pathway establishes legal authority for the FDA to review and approve biosimilar biologics, including the possible designation of a biosimilar as “interchangeable” based on its similarity to an existing reference product. Under the BPCIA, an application for a biosimilar product cannot be approved by the FDA until 12 years after the original branded product is approved under a biologics license application. Although the FDA has approved 90 biosimilar products as of October 5, 2026 (according to fda.gov), complex provisions of the law are still being interpreted and implemented by the FDA. As a result, the ultimate impact, implementation, and meaning of the BPCIA are still subject to some uncertainty and FDA actions and court decisions concerning the law could have a material adverse effect on the future commercial prospects for Zhittya’s biological products.

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We believe that, if any of Zhittya’s product candidates are approved as a biological product under a BLA, it should qualify for the 12-year period of exclusivity. However, there is a risk that the FDA could approve biosimilar applicants for other reference products that no longer have such exclusivity, thus potentially creating the opportunity for greater competition sooner than anticipated. Moreover, the extent to which a biosimilar, if approved, will be substituted for any one of Zhittya’s referenced product candidates in a way that is similar to traditional generic substitution for non-biological products is not yet clear and will depend on a number of marketplace and regulatory factors that are still developing.

There are no substantial barriers to entry into the industry and Zhittya has not obtained any registered intellectual property protection for its product candidates. There is no guarantee someone else will not duplicate its ideas and bring them to market before Zhittya does, which could severely limit our anticipated sales and other income/revenues. If we cannot generate sales and other income/revenues, it could result in the loss of your investment.

Since Zhittya’s product candidates have no registered intellectual property protection, unauthorized persons may attempt to copy aspects of its business, including its product design, functionality or marketing materials. Any encroachment upon Zhittya’s corporate information, including the unauthorized use of its brand name, the use of a similar name by a competing company or a lawsuit initiated against it for infringement upon another company’s proprietary information or improper use of their copyright, may affect its ability to create brand name recognition, cause customer confusion, and/or have a detrimental effect on its business. Litigation or proceedings before the U.S. or international patent and trademark offices may be necessary in the future to enforce Zhittya’s registered intellectual property rights, to protect its trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such infringement, litigation, or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm its and our business operations and/or results of operations. As a result, an investor could lose his or her entire investment.

Our ability to sell and market licensed product candidates depends on Zhittya’s intellectual property, which is currently limited to provisional patents and has not been registered with any governmental authority.

Zhittya initially filed five provisional patent applications with the U.S. Patent and Trademark Office in 2025 relating to the use of FGF-1 to treat various diseases, including Parkinson’s disease, neurodegenerative diseases of the brain, Type 2 diabetes, lung damage, and neuropathy. Zhittya subsequently filed corresponding non-provisional patent applications based on those provisional filings. The patent applications are intended to protect Zhittya’s intellectual property relating to the therapeutic use of FGF-1 and, if issued as patents, may provide the Company with exclusive rights to the claimed inventions for the applicable patent term, subject to the requirements and limitations of U.S. patent law.

Because we rely on our license from Zhittya to sell and market these products, our ability to protect the licensed products from competition depends entirely on Zhittya’s decisions regarding patent filings and prosecution. If Zhittya does not file non-provisional patent applications, or if such applications are not granted, competitors could make, use, sell, or market the same or similar products, which could materially and adversely affect our business, financial condition, results of operations, and prospects.

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The product candidates that we plan to market may fail if Zhittya is not able to successfully commercialize them and we may not ultimately generate significant other income/revenues as a result.

Difficulties often encountered in scaling up production include problems involving production yields, quality control and assurance, shortage of qualified personnel, production costs, and process controls. In addition, the drugs we plan to market under the License Agreement will be subject to inherent risks associated with new technologies and products. These risks include the possibility that any of the product candidates we market may:

	·	be found unsafe;
	·	be ineffective or less effective than anticipated;
	·	fail to receive necessary regulatory approvals;
	·	be difficult to competitively price relative to alternative solutions;
	·	be harmful to consumers or the environment;
	·	fail to be developed and accepted by the market prior to the successful marketing of alternative products by competitors;
	·	be difficult or impossible to market because of infringement on the proprietary rights of third parties; or
	·	be too expensive for commercial use.

We will need to license new modifications to the products and treatments that Zhittya develops under substantially the same terms as the License Agreement.

Published laboratory and clinical research involving FGF-1, Zhittya’s drug candidate, or related growth-factor approaches has reported observations concerning blood-vessel growth and blood flow in various experimental and clinical settings. These findings are preliminary and were derived from studies involving limited human populations or non-human systems. They may not predict outcomes in future human clinical trials. We do not assert that FGF-1 caused any particular outcome reported in those studies. Updates to the formulation of the products that are licensed to us, such modifications will be the sole and exclusive property of Zhittya. The License Agreement grants us the right to become Zhittya’s exclusive licensee in the United States and Canada for such modifications under a new license agreement, which is expected to have substantially the same terms as the current License Agreement. There can be no assurance that those terms will be favorable to us under the circumstances. We estimate that with respect to any future modifications to the FGF-1 molecule it will take Zhittya at least seven years, if not longer, to develop and acquire all necessary regulatory approval to go to market, which regulatory approvals may not be received, and as such, we do not anticipate a new product release to overlap with the term of the License Agreement during which substantially same terms are required for modifications. However, our estimation may not be accurate and we may need to enter into such additional license agreements sooner.

We are generating income, but it may not be sustainable or enough to cover operating losses and may not be at the volume that we expect in the future.

We are generating other income from patients who live in our licensed territory (the United States and Canada ) and are traveling to other territories to be treated by Zhittya and from a patient supported study on Type 2 diabetes taking place in Las Vegas, Nevada; however, that other income may not be sustainable in the long term. Zhittya’s efforts to find patients might become ineffective or the governments where the clinics reside might revoke their approval. We are a sales and marketing company with a limited operating history. To date, we have invested substantially all of our efforts in the commercial planning for Zhittya’s drug candidates. We have not generated any other income/revenue from sales in the U.S. and Canadian markets to date, as Zhittya’s drug candidates are still in development. We have a limited operating history upon which to evaluate our business and prospects. Consequently, any predictions about our future success, performance, or viability may not be as accurate as they could be if we had a longer operating history or approved products on the market. Because of the various risks and uncertainties associated with developing, obtaining regulatory approvals for, and marketing new products, we are unable to predict with any certainty the extent of any future other income/revenues, cash flows, profits, or losses.

We hope to continue generating enough other income to cover our operating expenses, as our activities have consisted primarily of developing our marketing strategies. As a result, for the years ended December 31, 2025, and 2024, we recorded net income of $91,510 and $97,039, respectively, and for six months ended June 30, 2026, we generated net income of $543,605. To date, we have financed our operations primarily through preferred stock financings, loans from related parties, sales of common stock and other income generated through our agreement with Zhittya. We have devoted substantially all of our financial resources to general and administrative expenses associated with our operations.

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Following this offering, we expect that our operating expenses will continue to increase as we (i) build our commercial infrastructure, (ii) develop, enhance, and begin to commercialize, if FDA approved, Zhittya’s product candidates in the United States and Canada thereafter, (iii) make clinical progress and regulatory milestone payments to Zhittya, and (iv) incur additional operational costs associated with being a Tier 2 issuer filing periodic reports under Regulation A. For example, in anticipation of Zhittya potentially receiving FDA approval to support the commercial launch of its product candidates in the United States (not expected for three to seven years) and later in Canada as Zhittya uses the data from the U.S. approval to seek approval in that market, we might need to grow our sales force over time and the number of our sales representatives at commercial launch will vary and may be higher depending on the duration of the pre-market approval review process. If Zhittya is delayed in obtaining approval of its product candidates by the FDA, we may be required to offer increased compensation to our U.S. sales team to retain them, which would further increase our operational costs. As a result, we expect to continue to incur operating losses for the foreseeable future. Our expected future operating losses, combined with our prior operating losses, may adversely affect the market price of our common stock and our ability to raise capital and continue operations.

If approved by the FDA, we expect that sales of Zhittya’s product candidates will account for the substantial majority of our future other income/revenue. If Zhittya’s product candidates do not achieve an adequate level of acceptance by physicians, health care payors, and patients, and does not receive adequate reimbursement from third party payors, we may not generate sufficient other income/revenue and we may not be able to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability in subsequent periods or on an ongoing basis. If we do not achieve or sustain profitability, it will be more difficult for us to finance our business and accomplish our strategic objectives, either of which would have a material and adverse effect on our business, financial condition, and results of operations and cause the market price of our common stock to decline.

Customers may not adopt the products we market quickly or at all.

Customers in the sector in which we operate can be generally cautious in their adoption of new products. In addition, given the relative novelty of our future planned products to be marketed, customers of those products may require education regarding their utility and use, which may delay their adoption. There can be no assurance that customers will adopt the products we sell in the future quickly, or at all.

If Zhittya’s product candidates or any of our future product candidates are approved for marketing, and we are found to have improperly promoted off-label uses, or if physicians misuse the products we sell or use the products off-label, we may become subject to prohibitions on the sale or marketing of its products, significant fines, penalties, sanctions, or product liability claims, and our image and reputation within the industry and marketplace could be harmed.

The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about pharmaceutical products, such as Zhittya’s product candidates, if approved. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or other similar regulatory authorities as reflected in the product’s approved labeling. If Zhittya receives marketing approval for Zhittya’s product candidates such as for the treatment of foot ulcers, which is one indication that Zhittya is pursuing, physicians could use Zhittya’s product candidates on their patients in a manner that is inconsistent with the approved label, potentially including for the treatment of other aesthetic or therapeutic indications. If we are found to have promoted such off-label uses, we may receive warning letters and be subject to other enforcement actions from the FDA, Health Canada and other regulatory agencies, and become subject to significant liability, which would materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing and promotional practices, we could face similar sanctions, which would materially harm our business. In addition, management’s attention could be diverted from our business operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also required that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed in order to resolve FDA enforcement actions. If we are deemed by the FDA to have engaged in the promotion of products for off-label use, we could be subject to FDA prohibitions or other restrictions on the sale or marketing of products and other operations or significant fines and penalties, and the imposition of these sanctions could also affect our reputation and position within the industry.

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Physicians may also misuse Zhittya’s product candidates or any future product candidates, if approved, or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to product liability claims. If Zhittya’s product candidates or any future product candidates, if approved, are misused or used with improper techniques or are determined to cause or contribute to consumer harm, we may become subject to costly litigation by our customers or their patients. Product liability claims could divert management’s attention from our core business, be expensive to defend, result in sizable damage awards against us that may not be covered by insurance and subject us to negative publicity resulting in reduced sales of our marketed products. Furthermore, the use of Zhittya’s product candidates or any future product candidates, if approved, for indications other than those cleared by the FDA may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and consumers. Any of these events could harm our business and results of operations and cause our stock price to decline.

Zhittya’s FGF-1 , Parkinson’s disease and Type 2 diabetes studies currently being conducted in Nevada may not comply with FDA regulations governing investigational new drug exemptions, which could result in enforcement action, loss of study data, and harm to our business.

We believe that Zhittya’s FGF-1, Parkinson’s disease and Type 2 diabetes studies in Nevada do not qualify for exemption from the Investigational New Drug (IND) application requirement under 21 CFR 312.2. This exemption is available only if all the following conditions are met: (i) the drug is lawfully marketed in the United States; (ii) the study is not intended to be reported to the FDA as a well-controlled study in support of a new indication or to support any other significant change in the drug's labeling; (iii) if the drug is a prescription drug, the study is not intended to support a significant change in the drug’s advertising; (iv) the study does not involve a route of administration, dosage level, patient population, or other factor that significantly increases the risks (or decreases the acceptability of the risks) associated with use of the drug; (v) the study is conducted in compliance with the institutional review board (IRB) and informed consent requirements of 21 CFR Parts 56 and 50; and (vi) the study is conducted in compliance with 21 CFR 312.7, including the prohibition on promoting or commercializing the drug in connection with the investigation.

The Company does not discover, develop, manufacture, or seek regulatory approval for FGF-1 or any other drug candidate. Under the product licensing and commercialization agreement, the Company’s role is limited to marketing and sales in the United States and Canada of products that Zhittya may develop and that may be lawfully commercialized.

However, because the drug was manufactured, transferred, distributed and administered entirely within the State of Nevada and was not introduced into interstate commerce in connection with these studies, Zhittya believes that the federal interstate-commerce provisions that an IND is intended to address were not implicated and, accordingly, that an IND was not required for these studies. If this position is incorrect, there is a risk that regulators, including the FDA, could determine that one or more of Zhittya’s studies do not meet these exemption criteria and therefore should have been, but were not, conducted under an approved IND. If FDA or another regulatory authority makes such a determination, we could be subject to a range of adverse consequences, including but not limited to:

	·	imposition of a clinical hold or a requirement that Zhittya immediately halt the affected study or studies;
	·	issuance of a Warning Letter, Untitled Letter, or other notice of noncompliance;
	·	disqualification of investigators or institutions involved in the study from participating in future FDA-regulated research;
	·	civil monetary penalties or other enforcement action, and, in cases of alleged willful or reckless conduct, potential criminal liability;
	·	a determination that data generated from the non-compliant study cannot be relied upon or submitted in support of any future marketing application, requiring Zhittya to repeat the study at additional cost and with additional delay;
	·	increased scrutiny of any of Zhittya’s other clinical programs, regulatory submissions, or quality systems by FDA or other regulators;
	·	civil claims by study participants or third parties, including claims that Zhittya’s disregard of applicable regulatory requirements contributed to harm; and
	·	reputational harm that could adversely affect Zhittya’s relationships with regulators, investigators, partners, or investors.

We cannot provide assurance that Zhittya’s studies conducted in Nevada, or any similar studies Zhittya may conduct in the future, will be found to comply with 21 CFR 312.2 or any other applicable FDA requirement. Any adverse finding could have a material adverse effect on Zhittya’s and consequently, our business, financial condition, results of operations, and prospects.

Zhittya’s product candidates or any of its future product candidates may cause serious or undesirable side effects or possess other unexpected properties that could delay or prevent their regulatory approval, limit the commercial profile of approved labeling, or result in post-approval regulatory action.

Unforeseen side effects from Zhittya’s product candidates or future product candidates marketed by us could arise either during clinical development or, if approved, after marketing such product. Undesirable side effects caused by product candidates could cause us or regulatory authorities to interrupt, modify, delay, or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA, Health Canada, or similar regulatory authorities. Results of clinical trials could reveal a high and unacceptable severity and prevalence of side effects. In such an event, trials could be suspended or terminated and the FDA, Health Canada, or similar regulatory authorities could order us to cease further development of or deny approval of product candidates for any or all targeted indications. The drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in product liability claims. Any of these occurrences may harm our business, financial condition, operating results, and prospects.

Additionally, if we or others identify undesirable side effects, or other previously unknown problems, caused by Zhittya’s product candidates, or any of our future product candidates, after obtaining regulatory approval in the United States, Canada or other jurisdictions, a number of potentially negative consequences could result, including:

	·	regulatory authorities may withdraw their approval of the product candidate;
	·	regulatory authorities may require a recall of the product candidate or a product candidate may be voluntarily recalled;
	·	regulatory authorities may require the addition of warnings or contraindications in the product labeling, narrowing of the indication in the product label or issuance of field alerts to physicians and pharmacies;
	·	regulatory authorities may require the creation of a medication guide outlining the risks of such side effects for distribution to patients or institute risk evaluation and mitigation strategies;
	·	we may be subject to limitations as to how we market or promote the product;
	·	the way the product is administered may be required to be changed or modified in some way;
	·	regulatory authorities may require additional clinical trials or costly post-marketing testing and surveillance to monitor the safety or efficacy of the product;
	·	sales of the product may decrease significantly;
	·	we could be sued and held liable for harm caused to patients; and
	·	Zhittya’s or our brand and reputation may suffer.

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Any of the above events could prevent us from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing such products. The demand for any such product candidates could also be negatively impacted by any adverse effects of a competitor’s product or treatment.

The significant level of competition for the product candidates that we market may result in pricing pressure, reduced margins, or the inability of our future product to achieve market acceptance.

The industry for the products we plan to market and sell is intensely competitive and rapidly changing. We may be unable to compete successfully, which may result in price reductions, reduced margins, and the inability to achieve market acceptance for the Zhittya’s products that we sell.

Our competitors may have longer operating histories, significantly greater resources, greater brand recognition than we do, and large customer bases. As a result, they may be able to devote greater resources to the manufacture, promotion, or sale of their products, receive greater resources and support from market partners and independent distributors, initiate or withstand substantial price competition, or more readily take advantage of acquisition or other opportunities.

Unsuccessful pre-clinical development and future Clinical Phase I/II studies for the product candidates for which we plan to market will have a material adverse effect on our business.

The successful completion of pre-clinical development and multiple clinical trials is critical to the success of the product candidates we plan to market and sell. If the pre-clinical development and clinical trials are unsuccessful or produce inconsistent results or unanticipated adverse side effects, such product candidates could be delayed and as a result Zhittya may be unable to successfully commercialize them.

The loss of our management team or other key personnel would have an adverse impact on our future development and impair our ability to succeed.

In the early stages of development, our business will be significantly dependent on our management team and other key personnel. Our success will be particularly dependent upon John Laub, our Chief Executive Officer. The loss of Mr. Laub or any other future key personnel could have a material adverse effect on us and our ability to further execute our intended business. The replacement of any of our key personnel would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives, which could have an adverse effect on our business. In addition, we do not carry any “key person” insurance policies that could offset potential loss of service under applicable circumstances.

Our independent contractors, consultants, commercial collaborators, principal investigators, vendors, and other agents may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.

We are exposed to the risk that our independent contractors, consultants, commercial collaborators, principal investigators, vendors, and other agents may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional, reckless, and/or negligent conduct or disclosure of unauthorized activities to us that violates applicable regulations, including those laws requiring the reporting of true, complete, and accurate information to regulatory agencies, manufacturing standards, and federal and state healthcare laws and regulations. In particular, sales, marketing, and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing, and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing, and promotion, sales commissions, referrals, customer incentive programs, and other business arrangements. Misconduct by these parties could also involve the improper use of individually identifiable information, including, without limitation, information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. The precautions we take to detect and prevent misconduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal, and administrative penalties, including, without limitation, damages, fines, disgorgement, imprisonment, and the curtailment or restructuring of our operations.

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We plan to rely on third-party distribution partners for the distribution of Zhittya’s products, product candidates, and services, which could delay or limit our ability to generate other income/revenue.

With respect to certain markets for Zhittya’s product candidates and services, we plan to retain third-party service providers to perform functions related to the marketing, distribution, and sale of Zhittya’s product candidates and any future product candidates. Key aspects of those functions may be out of our direct control, including regulatory compliance, warehousing, and inventory management, distribution, contract administration, accounts receivable management, and call center management. Any future distribution partners may hold significant control over important aspects of the commercialization of Zhittya’s product candidates, including market identification, regulatory compliance, marketing methods, pricing, composition of sales force, and promotional activities.

We may not be able to control the amount and timing of resources that any future third-party distribution partners may devote to Zhittya’s product candidates, or prevent any third-party from pursuing the development of alternative technologies or products that compete with Zhittya’s products, except to the extent our contractual arrangements protect us against such activities. Also, we may not be able to prevent any other third-party from withdrawing its support of Zhittya’s products.

If third-party service providers fail to comply with applicable laws and regulations, fail to meet expected deadlines, encounter natural or other disasters at their facilities, or otherwise fail to perform their services to us in a satisfactory or predicted manner, or at all, our ability to deliver products to meet commercial demand could be significantly impaired. In addition, we may use third parties to perform various other services for us relating to sample accountability and regulatory monitoring, including adverse event reporting, safety database management, and other product maintenance services. If the quality or accuracy of the data maintained by these service providers is insufficient, our ability to continue to market Zhittya’s products could be jeopardized or we could be subject to regulatory sanctions, and any indemnity we may receive from such third-party service providers could be limited by such provider’s ability to pay and otherwise may not be sufficient to cover all losses we may experience.

We will need to increase the size of our organization, and we may experience difficulties in managing this growth.

As of June 1, 2026, we had no employees. Our chief executive officer (CEO) and chief financial officer (CFO) are independent contractors, who work approximately 40 hours per week for us. We will need to expand our managerial, operational, finance, and other resources to manage our operations and to commercialize Zhittya’s product candidates. Our management and personnel, systems, and facilities currently in place may not be adequate to support this future growth. Our need to effectively execute our growth strategy requires that we:

	·	identify, recruit, retain, incentivize, and integrate employees, once we begin hiring employees;
	·	manage our internal development efforts effectively while carrying out our contractual obligations to third parties; and
	·	continue to improve our operational, financial, and management controls, reporting systems, and procedures.

Due to our limited financial resources and our limited experience in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our development and strategic objectives or disrupt our operations.

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If we are not able to attract and retain highly skilled employees and contractors, we may not be able to implement our business model successfully.

We will rely upon consultants/contractors to effectively establish, manage, and grow our business, until such time as we begin hiring employees. We currently rely upon our management team, who work for us as independent contractors. Consequently, we believe that our future viability will depend largely on our ability to attract and retain highly skilled personnel. In order to do so, we may need to pay higher compensation, fees, and/or other incentives to our employees or consultants than we currently expect and such higher compensation payments would have a negative effect on our operating results. Competition for experienced, high-quality employees, consultants, and contractors is intense and we cannot assure that we will be able to recruit and retain such personnel. We may not be able to hire or retain the necessary personnel to implement our business strategy. Our failure to hire and retain such personnel could impair our ability to develop new products and manage our business effectively.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of business, we expect to collect and store sensitive data, including legally protected patient health information, credit card information, personally identifiable information about our employees, intellectual property, and proprietary business information. The secure processing, storage, maintenance and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we plan to take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers, or viruses, breaches or interruptions due to employee error, malfeasance or other disruptions, or lapses in compliance with privacy and security mandates. Any such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. We have measures in place that are designed to prevent, and if necessary, to detect and respond to such security incidents and breaches of privacy and security mandates. However, in the future, any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, such as the Health Insurance Portability and Accountability Act (“HIPAA”) and European Union General Data Protection Regulation (“GDPR”), government enforcement actions and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt our operations, including our ability to process samples, provide test results, share and monitor safety data, bill payors or patients, provide customer support services, conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business and may damage our reputation, any of which could adversely affect our business, financial condition and results of operations.

Risks Related to Government Regulation

Communications concerning this offering by Zhittya and Mr. Montano, together with his regulatory history, could delay or prevent completion of the offering, affect our eligibility to rely on Regulation A and expose us to liability.

Daniel C. Montano is Chief Executive Officer of Zhittya, our related-party licensor. Although he is not our officer or employee and did not receive our common stock as a founder, we depend on Zhittya for the product we hope to commercialize and for our current other income. As described elsewhere in this offering circular, Mr. Montano’s regulatory history includes SEC, state securities regulatory and National Association of Securities Dealers (“NASD”) matters from the 1990s, including a 1992 SEC cease-and-desist order, state sanctions, NASD fines and suspensions, and proceedings in 1998–1999 involving his former broker-dealer. Those matters did not name the Company or Zhittya, but could nevertheless affect investors’ willingness to invest in us and regulators’ assessment of this offering.

After we filed our offering statement on Form 1-A, Mr. Montano sent an email to Zhittya’s newsletter subscribers describing this offering, including the proposed offering of 1,000,000 shares at $10.00 per share, and linking to the preliminary offering circular. The email also included statements concerning the limitations on accepting investments before qualification. Separate text messages were sent in July 2026 to an opt-in list that included people interested in investing in Zhittya-related companies, including us, and/or in certain medical conditions, as well as contacts associated with a radio program. An earlier text message described the offering as an “IPO” and as “registered,” terminology that did not accurately describe the status of our Regulation A offering. A later message identified Zhittya, stated that a Form 1-A had been filed, explained that the drug candidates are investigational and not FDA-approved, and linked to the offering circular. Drafts of the messages were circulated to Mr. Montano and our Chief Executive Officer. Neither Zhittya nor Mr. Montano was paid by us for these communications.

Mr. Montano could be deemed to be subject disqualification pursuant to Rule 262 of the Securities Act, which outlines the “bad actor” disqualification provisions for Regulation A offerings. However, those determinations depend on the relevant facts, including their roles in founding and organizing our business, their relationships with us, their offering activities and any direct or indirect remuneration for soliciting purchasers. The absence of an officer title, founder shares or a direct payment from us does not, by itself, resolve every category of covered-person status under Rule 262.

Rule 262 can prevent reliance on Regulation A when a covered person is subject to a specified disqualifying event. Not every historical sanction is disqualifying: the result depends on the nature, date, terms and continuing effect of the sanction, as well as applicable transition provisions and exceptions. However, an outstanding qualifying self-regulatory organization (SRO) suspension, expulsion or association bar could remain relevant even if imposed many years ago. If Mr. Montano or Zhittya is determined to be a covered person and an applicable disqualifying event exists, we could be unable to complete this offering in reliance on Regulation A unless an applicable exception or waiver is available. We cannot assure you that a waiver would be obtained or obtained in time to complete the offering.

These communications also present risks separate from Rule 262. Regulators could question whether they complied with Rule 255 of the Securities Act and applicable antifraud requirements, accurately described the offering, or involved activity requiring broker-dealer registration. The fact that the communications did not themselves complete a sale or result in the issuance of our shares does not establish compliance with the requirements governing offers and solicitations. Similarly, later communications using more accurate terminology may not cure deficiencies in earlier communications.

We intend that further offering communications be made only by the Company or its Placement Agents, but we cannot assure you that Mr. Montano or Zhittya will not make additional statements about the offering. Regulatory scrutiny or adverse determinations could delay qualification (both from the SEC and in any states in which we choose to sell shares offered by this offering circular), require additional disclosures or changes to our offering practices, prevent completion of the offering, or result in enforcement proceedings and claims against us, including potential rescission claims if securities are sold without an available exemption. Adverse publicity or restrictions affecting Mr. Montano or Zhittya could also impair Zhittya’s ability to raise funds and make payments to us. These outcomes could materially adversely affect our financing, cash resources and ability to pursue our business plan.

Zhittya’s manufacture and administration of FGF-1 entirely within Nevada may not avoid federal regulation, and its Nevada studies could be suspended or discontinued.

Zhittya manufactures the FGF-1 used in its Nevada studies; we do not. Zhittya has represented to us that the production organism and FGF-1 active ingredient are produced at its Reno, Nevada laboratory and that the finished product is transferred and administered only within Nevada. However, it has also represented that reagents, media, resins, filters and other laboratory consumables used in manufacturing are purchased from suppliers outside Nevada. Zhittya has not represented that every raw material or ingredient originates in Nevada, and we have not independently verified its supply chain.

Zhittya believes that an IND is not required because the finished FGF-1 used in these studies has not been introduced into interstate commerce. We do not believe the studies qualify for an exemption under 21 CFR 312.2(b), and conducting manufacturing and administration within one state does not establish that the activities fall outside federal regulatory jurisdiction. Courts have applied provisions of the Federal Food, Drug, and Cosmetic Act to drugs manufactured and used within a single state when ingredients or components moved in interstate commerce. The legal significance of Zhittya’s particular manufacturing inputs and activities may depend on facts that we have not independently verified.

FDA or a court could reject Zhittya’s position and determine that its manufacture, distribution or administration of FGF-1 violates applicable federal requirements. Federal authorities could investigate or inspect the operations, pursue enforcement action, seek an injunction or seizure, or require that further studies be conducted under an effective IND and comply with other applicable requirements. The studies could be suspended or discontinued, and FDA could decline to rely on their data in evaluating future submissions. These outcomes could interrupt Zhittya’s development activities and reduce or eliminate payments to us. We do not control Zhittya and cannot assure you that it will obtain the authorizations or make the changes necessary to continue these activities lawfully.

Zhittya’s Nevada studies may violate NRS 454.351, exposing Zhittya to misdemeanor liability and threatening the continuation of the studies and requiring us to refund amounts paid by Zhittya to us in connection with such studies.

Subject to specified exemptions, NRS 454.351(1) makes it a misdemeanor to manufacture, possess, procure, sell, give away or otherwise furnish within Nevada, a drug that may not lawfully be introduced into interstate commerce under the FDCA. The statute does not require that the finished drug actually be transported outside Nevada. Accordingly, Zhittya’s position that FGF-1 is manufactured and administered entirely within Nevada does not, by itself, resolve the risk under this statute.

The Nevada studies are not conducted under an effective IND and have not been authorized by the FDA. Zhittya has advised us that it has reviewed the exemptions in NRS 454.351(2) and does not currently claim that any applies. Specifically, it has advised us that the studies lack the FDA authorization contemplated by subsection (2)(a), that it does not hold the substance-specific State Board of Health manufacturing license contemplated by subsection (2)(b), and that the applicable requirements for the exemptions under subsections (2)(c) and (2)(d) are not satisfied.

Zhittya has stated that it uses a Nevada-licensed physician, independent IRB review and written informed consent, and voluntarily follows Declaration of Helsinki and Common Rule procedures. These measures do not, standing alone, establish an exemption under NRS 454.351(2) or replace an IND when one is required. Likewise, communications with state officials or the absence of known enforcement action do not establish that the operations are lawful.

Nevada authorities could determine that manufacturing, possessing or furnishing FGF-1 for these studies violates NRS 454.351 and could pursue misdemeanor charges or other available enforcement measures. The studies could be halted or discontinued. A future effective IND could be relevant to the exemption for certain FDA-authorized physician research, but would not automatically establish that every participant or activity satisfies applicable Nevada requirements or resolve potential liability for earlier conduct. There can be no assurance that an IND will become effective or that an applicable Nevada exemption will be established.

Suspension or discontinuation of the studies could reduce or eliminate the other income we receive from those activities. We have no alternative manufacturer and no right to conduct the studies ourselves. See also the risk factor concerning our dependence on Zhittya.

If Zhittya’s Nevada activities are determined to violate NRS 454.351, we could face claims seeking the return of amounts previously received from Zhittya in connection with those activities, including payments under our October 13, 2025 Letter Agreement. Depending on the circumstances and the outcome of any resulting proceedings, we could be required to repay some or all of those amounts and incur substantial costs defending against such claims. Any repayment obligation, together with the potential loss of future payments from Zhittya, could materially adversely affect our liquidity, financial condition and ability to continue operations. See also the risk factor below.

Payments arising from Zhittya’s Nevada studies may cease, become uncollectible or be subject to repayment claims, materially adversely affecting our financial condition.

A portion of our other income consists of payments from Zhittya relating to patients treated in its Nevada studies, including payments of $15,000 per patient under our October 13, 2025 Letter Agreement. Our ability to continue receiving these payments depends on Zhittya’s ability to conduct and fund the studies and satisfy its payment obligations.

If the studies are suspended, discontinued or determined to violate federal or Nevada law, future payments could decline or cease. Zhittya could also be unable or unwilling to pay outstanding amounts. The circumstances could give rise to disputes concerning the enforceability of our payment arrangements or claims seeking repayment of amounts previously received. Depending on the facts and applicable accounting requirements, we could be required to record losses on outstanding receivables, recognize repayment obligations or make other adjustments affecting our reported results and financial condition.

Our association with these activities could also cause investors, financial institutions and other counterparties to decline to invest in or do business with us. Because Zhittya is our sole current source of income, an interruption in its payments, significant repayment obligation or adverse accounting adjustment could materially impair our liquidity, ability to complete this offering and ability to continue operations. If we cannot obtain sufficient alternative financing, we may be forced to curtail or discontinue our business.

The use of the product candidates we market may be limited by regulations, and we may be exposed to product liability and remediation claims.

The use of the product candidates we market may be regulated by various local, state, federal, and foreign regulators. Even if we are able to comply with all such regulations and obtain all necessary registrations, we cannot provide assurance that our future products will not cause injury to the environment, people or animals, and/or otherwise have unintended adverse consequences, under all circumstances. For example, the product candidates may be improperly combined with other chemicals or, even when properly combined, Zhittya’s product candidates may be blamed for damage caused by those other chemicals. The costs of remediation or products liability could materially adversely affect our results, financial condition, and operations.

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We may be held liable for, or incur costs to settle, liability and remediation claims if any products we market cause injury or are found unsuitable during product testing, manufacturing, sale, or use. These risks exist even with respect to product candidates that have received, or may in the future receive, regulatory approval, registration, or clearance for commercial use. We cannot guarantee that we will be able to avoid product liability exposure.

When at the stage customary to do so, we expect to maintain product liability insurance at levels we believe are sufficient and consistent with industry standards for like companies and products. However, we cannot guarantee that our product liability insurance will be sufficient to help us avoid product liability-related losses. In the future, it is possible that meaningful insurance coverage may not be available on commercially reasonable terms or at all. In addition, a product liability claim could result in liability to us greater than our assets or insurance coverage. Moreover, even if we have adequate insurance coverage, product liability claims or recalls could result in negative publicity or force us to devote significant time and attention to these matters, which could harm our business.

Product liability claims may be brought against us by patients, healthcare providers, or others selling or otherwise coming into contact with the products we market and commercialize. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm. In addition, regardless of merit or eventual outcome, product liability claims may result in:

	·	costs of litigation;
	·	distraction of management’s attention from our primary business;
	·	the inability to commercialize certain products;
	·	decreased demand for certain products;
	·	damage to our business reputation;
	·	product recalls or withdrawals from the market;
	·	withdrawal of clinical study participants;
	·	substantial monetary awards to patients or other claimants; or
	·	loss of sales.

While we may attempt to manage our product liability exposure by proactively recalling or withdrawing from the market any defective products, any recall or market withdrawal of Zhittya’s products may delay the supply to our customers and may impact our reputation. We may not be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future and these efforts may not have the intended effect of preventing product malfunctions and the accompanying product liability that may result. Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived by patients as a safety risk when considering the use of the products we market, either of which could have a material adverse effect on our business, financial condition, and results of operations.

Although we plan to have product liability insurance that we believe is appropriate, this insurance is subject to deductibles and coverage limitations. Product liability insurance may not be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate to protect us against any future product liability claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms or otherwise protect against potential product liability claims, we could be exposed to significant liabilities. A product liability claim, recall, or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could have a material adverse effect on our business, financial condition, and results of operations.

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Our inability to comply with ongoing and changing regulatory requirements could delay or prevent sales of the product candidates we are marketing.

The testing, manufacture, sale, and use of the product candidates we market will be regulated by government agencies in the United States, and abroad. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and the products we plan to market. Any new statutes, regulations, or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of or make it more difficult to obtain approval to, manufacture, market, or distribute products we plan to market. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require additional testing prior to obtaining clearance or approval for future product candidates, changes to manufacturing methods, recall, replacement, or discontinuance of future product candidates, or additional record keeping. These regulations substantially increase the time and cost associated with bringing future products to market. If the third-party manufacturers who develop the products that we market do not receive the necessary governmental approvals to test, or manufacture the products we plan to market, or if regulatory authorities revoke their approvals, do not grant approvals in a timely manner or grant approvals subject to restrictions on their use, we may be unable to sell these products in the United States or other jurisdictions, which could adversely affect our results and operations.

There can be no assurance that Zhittya will be able to obtain regulatory approval for marketing technologies, products, and applications it may develop. Because many of the products that may be sold by us must be registered with one or more government agencies, the registration process can be time consuming and expensive, and there is no guarantee that the product will obtain all needed registrations.

Even if Zhittya obtains all necessary regulatory approvals to market and sell products we license, they will be subject to continuing review and extensive regulatory requirements, including periodic re-registrations. Regulatory authorities could withdraw a previously approved product from the market upon receipt of newly discovered information, including an inability to comply with regulatory requirements or the occurrence of unanticipated problems with Zhittya’s products, or for other reasons.

The regulatory approval process is expensive, time-consuming, and uncertain and may prevent us from obtaining approvals for the commercialization of our future product candidates, if any.

The labeling, approval, selling, marketing and distribution of health and life-science related product candidates are subject to extensive regulation, which regulations differ from country to country.

In connection with the development of any marketing and distribution for product candidates that qualify as biopharmaceuticals, we will not be permitted to market them in the United States or other regions until Zhittya receives approval to do so by the appropriate regulatory agencies in the United States (which we don’t expect for 3-7 years) and later in Canada, of which Zhittya is under no obligation to have products approved in the United States or Canada. We have not submitted an application or premarket notification for or received marketing clearance or approval for any of Zhittya’s product candidates. Obtaining approval of any premarket approval can be a lengthy, expensive, and uncertain process. There is no guarantee that Zhittya’s products will receive regulatory approval for marketing and distribution. If the FDA or other relevant regulatory agencies do not approve our applications for marketing our biopharmaceutical product(s), then we cannot market the product(s). The regulatory agencies may seek additional information or additional data, which would further delay our ability to market the product. Furthermore, failure to comply with FDA, non-U.S. regulatory authorities, or other applicable U.S. and non-U.S. regulatory requirements may, either before or after product clearance or approval, if any, subject us to administrative or judicially imposed sanctions, including: 

	·	civil and criminal penalties;
	·	injunctions;
	·	suspension or withdrawal of regulatory clearances or approvals;
	·	voluntary or mandatory product recalls and publicity requirements;
	·	total or partial suspension of production;
	·	imposition of restrictions on operations; and
	·	refusal to clear or approve pending applications or premarket notifications.

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The FDA and/or other regulatory agencies can delay, limit, or deny clearance or approval of a biopharmaceutical product candidate for many reasons, including:

	·	a biopharmaceutical product may not be deemed safe or effective;
	·	regulatory officials may not find the data from pre-clinical studies and clinical trials sufficient;
	·	the regulatory agency may not approve our third-party manufacturer’s processes or facilities; or
	·	the regulatory may change its clearance or approval policies or adopt new regulations.

Our future other income/revenue from the sale of Zhittya’s licensed drugs in the U.S. and Canada depends on Zhittya obtaining regulatory approval in the United States and Canada, which may never occur.

We currently receive other income from the Zhittya’s sales of its drugs to U.S. and Canadian residents who travel to certain countries outside the United States and Canada in order to use Zhittya’s drugs, and which we record as other income. Under our License Agreement, if and when the Zhittya’s drugs are approved for use by the FDA or Health Canada, we will be obligated to pay Zhittya 50% of our operating profits derived from such sales of wound healing drugs and 80% of our operating profits derived from such sales of injection/infusion/intranasal drugs. However, Zhittya is under no obligation to seek, obtain, or maintain FDA or Health Canada approval for its drugs and the process of obtaining such regulatory approvals is time-consuming, expensive, and uncertain.

As a result, Zhittya may choose not to pursue FDA or Health Canada approval, may delay such approval for extended periods, or may abandon the approval process entirely because of costs, regulatory challenges, or strategic business considerations. If Zhittya does not obtain regulatory approval in the United States or Canada for its drugs, we may never generate other income/revenue from sales of the drugs in these markets, which could have a material adverse effect on our financial condition and results of operations.

The regulatory approval processes of the FDA and other comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, and if Zhittya is unable to obtain timely regulatory approval for its product candidates, our business will be substantially harmed.

We will not be permitted to market product candidates in the United States until Zhittya is able to receive approval of a biologics license application, or BLA , from the FDA, or in any foreign countries until Zhittya receives the requisite approval from such countries. Prior to submitting a BLA to the FDA for approval of Zhittya’s product candidates, Zhittya will be required to have its product candidates complete initiate and complete clinical trials. Successfully completing its clinical program and obtaining approval of a BLA is a complex, lengthy, expensive, and uncertain process, and the FDA may delay, limit, or deny approval of product candidates for many reasons. This could increase costs and jeopardize Zhittya’s ability to obtain regulatory approval for and successfully market product candidates, which would in turn jeopardize our ability to generate product other income/revenue.

Zhittya’s clinical studies are subject to numerous risks.

Zhittya is in the process of conducting, and may in the future conduct, studies evaluating our licensed product candidates, and we do not control their design, conduct, timing or interpretation. Certain studies conducted by Zhittya have been, or may be, patient-supported, open-label or otherwise not randomized, double-blind or well-controlled, which may limit the reliability, interpretability and regulatory acceptability of the resulting data.

Pre-clinical data generated by Zhittya may not be predictive of safety or efficacy in humans, and any positive signals observed in non-clinical models may not translate to clinical studies. Similarly, open-label or patient-supported clinical studies may lack appropriate control arms and blinding, increasing the risk of bias (including selection bias) and making it difficult to determine whether observed outcomes are attributable to the investigational product rather than placebo effects, disease variability or other confounding factors. Patients in such studies may also self-select for participation, resulting in study populations that are not representative of the broader disease population (Parkinson’s disease or otherwise) in the United States or Canada.

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Results from Zhittya’s studies may not be replicated in future randomized, double-blind, well-controlled clinical trials, and future trials could produce materially different or less favorable results. Regulatory authorities, including the FDA and Health Canada, may determine that data from studies or from patient-supported or open-label clinical studies are insufficient, unreliable or biased, and may require additional, more rigorous studies, resulting in increased costs, delays or uncertainty regarding regulatory approval. Any such outcomes could materially adversely affect our ability to develop, obtain approval for or commercialize Zhittya’s product candidates.

We expect the product candidates Zhittya develops will be regulated as biological products, or biologics, and therefore they may be subject to competition sooner than anticipated.

The Biologics Price Competition and Innovation Act (the “BPCI Act”) was enacted as part of the Affordable Care Act to establish an abbreviated pathway for the approval of biosimilar and interchangeable biological products. The regulatory pathway establishes legal authority for the FDA to review and approve biosimilar biologics, including the possible designation of a biosimilar as “interchangeable” based on its similarity to an approved biologic. Under the BPCI Act, an application for a biosimilar product cannot be approved by the FDA until 12 years after the reference product was approved under a BLA. The law is complex and is still being interpreted and implemented by the FDA. As a result, its ultimate impact, implementation, and meaning are subject to uncertainty. While it is uncertain whether such processes intended to implement the BPCI Act may be fully adopted by the FDA, any such processes could have a material adverse effect on the future commercial prospects for Zhittya’s biological products.

Notwithstanding the above, we believe that any of the product candidates Zhittya develops that are approved in the United States as a biological product under a BLA should qualify for the 12-year period of exclusivity. However, there is a risk that this 12-year period of exclusivity could be shortened due to congressional action or otherwise, or that the FDA will not consider the subject product candidates to be reference products for competing products, potentially creating the opportunity for generic competition sooner than anticipated. Moreover, the extent to which a biosimilar, if approved, will be substituted for any one of the reference products in a way that is similar to traditional generic substitution for non-biological products is not yet clear, and will depend on a number of marketplace and regulatory factors that are still developing.

Zhittya will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense to us, and we may be subject to penalties if Zhittya fails to comply with regulatory requirements or experience unanticipated problems with its product candidates.

Any regulatory approvals that Zhittya’s product candidates receive will require surveillance to monitor the safety and efficacy of such product candidate. The FDA may also require a risk evaluation and mitigation strategy in order to approve Zhittya’s product candidates, which could entail requirements for a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or a comparable foreign regulatory authority approves Zhittya’s product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion, import, export and recordkeeping for the product candidates will be subject to extensive and ongoing regulatory requirements, some of which are expected to be undertaken by us. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as continued compliance with CGMPs and GCPs for any clinical trials that Zhittya conducts post-approval. As such, Zhittya and we will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any BLA, other marketing application and previous responses to inspectional observations. Accordingly, Zhittya must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. In addition, the FDA could require Zhittya to conduct another study to obtain additional safety or biomarker information. Further, we will be required to comply with FDA promotion and advertising rules, which include, among others, standards for direct-to-consumer advertising, restrictions on promoting products for uses or in patient populations that are not described in the product’s approved uses (known as “off-label use”), limitations on industry-sponsored scientific and educational activities and requirements for promotional activities involving the internet and social media. Later discovery of previously unknown problems with Zhittya’s product candidates, including adverse events of unanticipated severity or frequency, or with third-party suppliers or manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a risk evaluation and mitigation strategy program. Other potential consequences include, among other things:

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	·	restrictions on the marketing or manufacturing of product candidates, withdrawal of the product from the market or voluntary or mandatory product recalls;
	·	fines, warning letters or holds on clinical trials;
	·	refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals;
	·	product seizure or detention, or refusal to permit the import or export of Zhittya’s product candidates; and
	·	injunctions or the imposition of civil or criminal penalties.

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of Zhittya’s product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. For example, certain policies of the current U.S. President’s administration may impact Zhittya’s and our business and industry. Namely, the current U.S. President’s administration has taken several executive actions, including the issuance of a number of Executive Orders, that could impose significant burdens on, or otherwise materially delay, the FDA’s ability to engage in routine oversight activities such as implementing statutes through rulemaking, issuance of guidance, and review and approval of marketing applications. It is difficult to predict how these orders will be implemented, and the extent to which they will impact the FDA’s ability to exercise its regulatory authority. If these executive actions impose restrictions on the FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted. If we or Zhittya are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or Zhittya are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

Negative public opinion and increased regulatory scrutiny of Zhittya’s product candidates and treatments may damage public perception of such product candidates or adversely affect our ability to conduct our business or Zhittya’s ability to obtain regulatory approvals for its product candidates.

The technologies that Zhittya uses are novel. Public perception may be influenced by claims that such technology is unsafe, and Zhittya’s products may not gain the acceptance of the public or the medical community. In particular, our success will depend upon physicians specializing in targeted diseases prescribing the product candidates we license from Zhittya as treatments in lieu of, or in addition to, existing, more familiar, treatments for which greater clinical data may be available. Any increase in negative perceptions of the products we sell and/or Zhittya’s product candidates may result in fewer physicians prescribing such treatments or may reduce the willingness of patients to utilize such treatments or participate in clinical trials for Zhittya’s product candidates. Increased negative public opinion or more restrictive government regulations in response thereto, would have a negative effect on our business or financial condition and may delay or impair the development and commercialization of Zhittya’s product candidates or demand for such product candidates.

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Even if Zhittya obtains regulatory approval of its product candidates, the products may not gain market acceptance among physicians, patients, hospitals, treatment centers and others in the medical community.

Zhittya and its technologies may not become broadly accepted by physicians, patients, hospitals, and others in the medical community. It is possible that the product candidates may result in unforeseen and unintended outcomes, which may result in unacceptable side effects, including death. Additional factors will influence whether the product candidates are accepted in the market, including:

	·	the clinical indications for which the product candidates are approved;
	·	physicians, hospitals, treatment centers and patients considering Zhittya’s product candidates as a safe and effective treatment;
	·	the potential and perceived advantages of Zhittya’s product candidates over alternative treatments;
	·	the prevalence and severity of any side effects;
	·	product labeling or product insert requirements of the FDA or other regulatory authorities;
	·	limitations or warnings contained in the labeling approved by the FDA;
	·	the timing of market introduction of Zhittya’s product candidates as well as competitive products;
	·	the cost of treatment in relation to alternative treatments;
	·	the availability of coverage and adequate reimbursement by third-party payors and government authorities;
	·	the willingness of patients to pay out-of-pocket in the absence of coverage and adequate reimbursement by third-party payors and government authorities;
	·	relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and
	·	the effectiveness of our sales and marketing efforts.

If Zhittya’s product candidates are approved but fail to achieve market acceptance among physicians, patients, hospitals, treatment centers or others in the medical community, we will not be able to generate significant other income/revenue. Even if the products achieve market acceptance, they may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably received than Zhittya’s products, are more cost effective or render Zhittya’s products obsolete.

Pre-clinical data is uncertain and may not be replicated in future clinical studies.

We discuss the results of certain pre-clinical and clinical studies in this offering circular, all of which are inherently preliminary and may not be predictive of the results of future clinical trials. Findings from pre-clinical studies, including observations of biological activity, tissue response, or other potential therapeutic effects, are subject to significant limitations, including small sample sizes, limited controls, differences in study design, and the absence of the statistical rigor typically associated with well-designed randomized clinical trials. In addition, certain prior studies may not have reported adverse events, statistical analyses, or p-values, which further limits the ability to assess the significance, reproducibility, and clinical relevance of the reported findings. As a result, there can be no assurance that any positive pre-clinical observations will be replicated in future human studies or larger, controlled clinical trials, or that such trials will demonstrate comparable safety, efficacy, biological activity, or therapeutic benefit. Failure to reproduce favorable pre-clinical results in subsequent clinical development could materially harm our business, prospects, financial condition, and the market price of our securities.

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Risks Related to Intellectual Property

We may be involved in lawsuits related to Zhittya’s efforts to protect or enforce its intellectual property rights, which could be expensive, time-consuming, and ultimately unsuccessful.

Zhittya does not have any patents, trademarks, or registered intellectual property. Any encroachment upon its proprietary information, including the unauthorized use of its brand name, the use of a similar name by a competing company or a lawsuit initiated either by Zhittya or against Zhittya for infringement upon proprietary information or improper use of a trademark, may affect its ability to create brand name recognition, cause customer confusion, and/or have a detrimental effect on its business due to the cost of defending any potential litigation related to infringement. If Zhittya, in the future, obtains any of such intellectual property, litigation, or proceedings before the U.S. or international patent and trademark offices may be necessary to enforce its intellectual property rights, to protect its trade secrets and domain name, and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business, operations, and/or results of operations.

Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain.

Our commercial success depends upon our ability to market and sell Zhittya’s products without infringing the proprietary rights of third parties. There is considerable intellectual property litigation in the life sciences industry. We cannot guarantee that Zhittya’s product candidates will not infringe third-party patents or other proprietary rights. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to Zhittya’s products and technology, including inter partes review, interference, or derivation proceedings before the United States Patent and Trademark Office (“USPTO”) and similar bodies in other countries. Third parties may assert infringement claims against us based on existing intellectual property rights and intellectual property rights that may be granted in the future.

If we are found to infringe on a third party’s intellectual property rights, we or Zhittya could be required to obtain a license from such a third party to continue developing and marketing such products. However, neither Zhittya nor we may be able to obtain any required license on commercially reasonable terms or at all. Even if Zhittya or we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We or Zhittya could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, Zhittya or we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. A finding of infringement could prevent Zhittya from commercializing its product candidates or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

Risks Related to Our Securities and this Offering

There is no existing public market for our common stock, and an active trading market may never develop or be sustained.

Prior to this offering, there has been no public market for our common stock. We cannot predict whether investor interest in our Company generated by this offering will lead to the development of a trading market, or how liquid any such market might become. Even if a trading market develops following this offering, it may not be maintained, and investors may find it difficult or impossible to sell their Shares at any price. If an active trading market does not develop or is not sustained, the value of your investment could be adversely affected, and you may be required to hold your Shares for an indefinite period of time.

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This is a “best efforts” offering; no minimum number of Securities is required to be sold, and we may not raise the amount of capital we believe is required for our business.

There is no required minimum number of Securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to each closing of this offering, the actual offering amount, and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth in this offering circular. We may sell fewer than all of the Shares offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an number of Shares sufficient to pursue the business goals outlined in this offering circular. Thus, we may not raise the amount of capital we believe is required for our business and may need to raise additional funds, which may not be available or available on terms acceptable to us. Despite this, any proceeds from the sale of the Shares offered by us will be available for our immediate use, and because there is no escrow account and no minimum offering amount in this offering, investors could be in a position where they have invested in us, but we are unable to fulfill our objectives due to a lack of interest in this offering.

There can be no assurance that our common stock will be approved for quotation on the OTCQB Market or that we will maintain such quotation.

Following this offering, we intend to apply for quotation of our common stock on the OTCQB Market operated by OTC Markets Group Inc. However, quotation on the OTCQB is subject to a number of eligibility requirements, including, among others, a minimum bid price requirement, current SEC reporting obligations, payment of applicable fees, and compliance with OTC Markets Group’s corporate governance standards. We cannot assure you that we will satisfy all applicable requirements, that our application will be approved, or that we will be able to locate a broker-dealer willing to sponsor our quotation application. Even if our common stock is quoted on the OTCQB, we may fail to maintain continued eligibility, in which case our shares may be downgraded to the OTC Pink Market or may not be quoted on any public market at all. Any failure to obtain or maintain OTCQB quotation could significantly impair the liquidity of our common stock and your ability to sell your Shares.

We will need a broker-dealer to sponsor our application for quotation on the OTC Markets, and there is no assurance that we will secure such a sponsor.

In order to have our common stock quoted on the OTCQB or any other tier of the OTC Markets, we must have a registered broker-dealer submit an application on our behalf through the Financial Industry Regulatory Authority (FINRA). We have not yet secured a broker-dealer sponsorship commitment, and there can be no assurance that we will be able to do so on acceptable terms, or at all. If we are unable to find a broker-dealer willing to sponsor our quotation application, our common stock may not be quoted on any public market following this offering, which could render your investment illiquid.

Our common stock may be subject to the SEC’S penny stock rules, which could make transactions in our common stock more difficult and reduce the trading market for our shares.

Our common stock may be subject to the SEC’s “penny stock” rules if it trades below $5.00 per share and we do not qualify for an applicable exemption. Under these rules, broker-dealers effecting transactions in penny stocks are subject to heightened disclosure obligations and customer suitability requirements, including the delivery of standardized risk disclosure documents and the preparation of suitability determinations prior to any transaction. These requirements may discourage broker-dealers from recommending or handling our common stock, reduce the trading market for our shares, and make it significantly more difficult for investors to purchase or sell our common stock in the secondary market.

The offering price has been determined arbitrarily by us and may not reflect the market value of our common stock.

The offering price of our common stock has been determined by us and does not necessarily bear any relationship to our assets, net tangible book value, earnings, financial condition, prospects, or any other established criterion of value. The offering price should not be regarded as an indicator of the future market price of our common stock. The market price of our common stock following this offering, if a trading market develops at all, may be substantially lower than the offering price, and investors purchasing Shares in this offering may lose some or all of their investment.

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We intend to become a reporting company under Tier 2 of Regulation A, and there can be no assurance that we will successfully complete or maintain that status.

Following the qualification of this offering, we will become subject to the periodic and current reporting requirements of Regulation A. We cannot assure you that we will be able to satisfy our ongoing reporting obligations if this offering is qualified. As discussed herein, there is no public market for the Shares, provided that following the closing of this offering, the Company currently plans to apply for quotation on the OTCQB Market maintained by OTC Markets; however, there can be no assurance that we will obtain such quotation, or as to the level of trading that might occur if we do. Failure to timely file required reports with the SEC could result in the loss of our ability to quote our common stock on the OTCQB (if such quotation is approved in the future), which could adversely affect the liquidity and marketability of our common stock and the ability of holders of restricted shares to rely on resale exemptions under the securities laws.

The market price of our common stock may be volatile, and you could lose all or a significant portion of your investment.

If a trading market for our common stock develops following this offering, the market price of our common stock may be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. These factors may include, among others, our actual or anticipated operating results, changes in our business or prospects, developments in our industry, market conditions generally, investor perceptions, trading volume, and broad economic, political, or market conditions such as recessions or changes in interest rates. Volatility in our stock price could cause you to lose all or a significant part of the value of your investment. In addition, companies with publicly traded securities that experience significant stock price volatility are sometimes subject to securities class action litigation. Even if such litigation is without merit, it could result in substantial costs and divert management’s attention and resources from our business.

Becoming a Tier 2 issuer filing periodic reports under Regulation A will significantly increase our operating costs and place demands on our management.

Upon the qualification of this offering, we will become subject to the reporting, disclosure, and governance requirements applicable to Tier 2 issuers under Regulation A. We expect to incur significant additional costs related to legal counsel, independent audit services, financial reporting systems, investor relations, and directors’ and officers’ liability insurance that we did not incur as a private non-reporting company. In addition, our management team will be required to devote substantial time and attention to our SEC reporting obligations, which may divert their focus from the operation and growth of our business. These increased costs and demands on management may adversely affect our financial condition and results of operations.

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We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any and all future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all. We cannot assure you of a positive return on your investment or that you will not lose the entire amount of your investment.

Upon our dissolution, you may not recoup all or any portion of your investment.

In the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, our assets would be used to pay all of our debts and liabilities, and only thereafter would any remaining assets be distributed to our stockholders, subject to rights of the holders of our preferred stock, if any, on a pro rata basis. There can be no assurance that we will have assets available from which to pay any amounts to our stockholders upon such a liquidation, dissolution or winding-up. In such an event, you would lose all of your investment.

Purchasers in this offering will experience immediate and substantial dilution in net tangible book value.

Because the price per share of our common stock being offered is higher than the book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the public offering price of $10.00 per share, if you purchase common stock in this offering, you will suffer dilution per share in the net tangible book value of the common stock. See “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase our common stock in the offering.

We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect our results of operations and cause our common stock price to decline.

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds from this offering to fund our business strategy, including without limitation, new and ongoing research and development expenses, offering expenses, working capital and other general corporate purposes, which may include funding for the hiring of additional personnel. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

A significant number of our outstanding shares will not be subject to lock-up agreements in connection with this offering. The sale of a significant number of our shares may cause the market price of our common stock to drop significantly.

Upon completion of this offering all of our directors and officers and the holders of 5% our capital stock or more will have signed lock-up agreements that prevent them from selling any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, subject to certain exceptions, for a period of not less 180 days from the date of this offering circular without the prior written consent of Benjamin Securities. Benjamin Securities may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the period. When determining whether or not to release shares from the lock-up agreements, Benjamin Securities will consider, among other factors, the stockholder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time.

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If a public market exists for our securities and our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our stockholders might sell shares of our common stock could also depress the market price of our common stock. We cannot predict the effect, if any, of future sales of our common stock on the value of our common stock. Sales of substantial amounts of our common stock by large stockholders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

The market price for shares of our common stock may drop significantly when such securities are sold in the public markets. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities. 

If a public market exists for our common stock in the future, our common stock price may be volatile and could decline substantially following this offering.

If a public market exists for our common stock in the future, our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tariffs, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock.

Some of the factors that could negatively affect or result in fluctuations in the future market price of our common stock include:

	·	actual or anticipated variations in our quarterly operating results;
	·	changes in market valuations of similar companies;
	·	adverse market reaction to the level of our indebtedness;
	·	additions or departures of key personnel;
	·	actions by stockholders;
	·	Prices of, and the supply and demand for, pharmaceutical products;
	·	speculation in the press or investment community;
	·	general market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets;
	·	our operating performance and the performance of other similar companies;
	·	changes in accounting principles; and
	·	passage of legislation or other regulatory developments that adversely affect us or the pharmaceutical industry.

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Other factors unrelated to our performance that may affect the price of the Company’s securities include the following: (i) the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow the Company; (ii) lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of the Company’s securities; (iii) the size of our public float may limit the ability of some institutions to invest in the Company’s securities; and (iv) a substantial decline in the price of the Company’s securities that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to be delisted from such exchange further reducing market liquidity. As a result of any of these factors, the market price of the Company’s securities at any given point in time may not accurately reflect our long-term value. Class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The fact that no market currently exists for the Company’s securities may affect the pricing of the Company’s securities in the secondary market, the transparency and availability of trading prices and the liquidity of the Company’s securities. The market price of the Company’s securities is affected by many other variables which are not directly related to our success and are therefore not within our control. These include other developments that affect the market for pharmaceutical products, the breadth of the public market for our Company’s securities and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Company’s securities is expected to make the price of the Company’s securities volatile in the future, which may result in losses to investors.

The offering price per share of common stock offered under this offering circular may not accurately reflect the value of your investment.

The offering price per common stock share offered by this offering circular was negotiated between us and the Placement Agents. Factors considered in determining the price of our common stock include:

	·	the information set forth in this offering circular and otherwise available to the Placement Agents;
	·	the prospects for our Company and the industry in which we operate;
	·	an assessment of our management;
	·	our past and present financial and operating performance;
	·	our prospects for future earnings;
	·	financial and operating information and market valuations of publicly-traded companies engaged in activities similar to ours;
	·	the prevailing conditions of United States securities markets at the time of this offering; and
	·	other factors deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the common stock.

After the completion of this offering, we may be at an increased risk of securities class action litigation.

Historically, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and pharmaceutical companies have experienced significant stock price volatility in recent years. If we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We could issue “blank check” preferred stock without stockholder approval with the effect of diluting the interests of then-current stockholders and impairing their voting rights, and provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.

Our Amended and Restated Articles of Incorporation provides for the authorization to issue up to 25,000,000 shares of “blank check” preferred stock with designations, rights, and preferences as may be determined from time to time by our Board of Directors (the “Board”), of which 3,500,000 shares have been designated as Series A-1 Convertible Preferred Stock and 3,500,000 shares have been designated as Series A-2 Convertible Preferred Stock.

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Our Board is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying, or preventing a change in control. For example, it would be possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. In addition, advance notice is required prior to stockholder proposals, which might further delay a change of control.

The issuance of common stock upon conversion of our outstanding Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock will cause immediate and substantial dilution to existing stockholders and the sale of common stock upon conversion of our outstanding Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock may depress the market price of our common stock.

As of the date of this offering circular, there are 3,500,000 shares designated and 3,500,000 outstanding shares of Series A-1 Convertible Preferred Stock (“Series A-1 preferred stock”)and 3,500,000 shares designated and 3,500,000 outstanding shares of Series A-2 Convertible Preferred Stock (“Series A-2 preferred stock”)(each as discussed and with certain terms related thereto), defined below under “Description of Capital Stock—Preferred Stock— Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock”.

Each share of Series A-1 preferred stock is convertible at the option of the holders of Series A-1 preferred stock into one share of our common stock, subject to anti-dilution protections and other adjustments upon certain events. Until twenty-four (24) months have elapsed from the first underwritten public offering (which start date will not be triggered by the offering discussed in this offering circular) of the Company’s common stock, holders of our Series A-1 preferred stock are prohibited from effecting a conversion. Holders of our Series A-1 preferred stock are also prohibited from effecting a conversion that would result in a holder beneficially owning more than 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock upon a conversion of Series A-1 preferred stock. Upon a sale of the Company, if not converted earlier, all shares of Series A-1 preferred stock will automatically convert into shares of our common stock.

Each share of Series A-2 preferred stock is convertible at the option of the holders of Series A-2 preferred stock into one share of our common stock, subject to anti-dilution protections and other adjustments upon certain events. Holders of our Series A-2 preferred stock are prohibited from effecting a conversion until (a) twenty-four (24) months have elapsed from the first underwritten public offering (which start date will not be triggered by the offering discussed in this offering circular) of the Company’s common stock and (b) the 30-day volume-weighted average price for our common stock exceeds $20.00. Holders of our Series A-2 preferred stock are also prohibited from effecting a conversion that would result in a holder beneficially owning more than 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock upon a conversion of Series A-2 preferred stock which includes their holding of Series A-1 preferred stock together the conversion could not result in the holder of the Series A-1 and A-2 together owning more than 4.99% of the shares of our common stock outstanding immediately after giving effect to the issuance of shares of the common stock outstanding. Upon a sale of the Company, if not converted earlier, all shares of Series A-2 preferred stock will automatically convert into shares of our common stock if the sales price exceeds $20 per share.

The conversion of the Series A-1 and Series A-2 preferred stock into common stock of the Company will cause significant dilution to the then holders of our common stock.

Additionally, if conversions of our outstanding Series A-1 and Series A-2 preferred stock and sales of such converted shares take place, the price of our common stock may decline. In addition, the common stock issuable upon conversion of our outstanding Series A-1 and Series A-2 preferred stock may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the Company’s stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb converted shares sold by the holder of the Series A Preferred Stock, then the value of our common stock will likely decrease.

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Because of the speculative nature of investment risk, you may lose your entire investment.

An investment in the Company’s securities carries a high degree of risk and should be considered as a speculative investment. The Company has limited, sporadic, related-party other income, limited cash reserves, a limited operating history, has not paid dividends and is highly unlikely to pay dividends in the immediate or near future. The likelihood of success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment in the Company’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company.

If paid in shares of our common stock, in our discretion, the clinical progress and regulatory milestone payments owed to Zhittya will cause significant dilution to existing stockholders.

Pursuant to our License Agreement with Zhittya, we are required to make certain milestone payments to Zhittya, upon Zhittya’s achievement of applicable clinical progress and regulatory milestones, which are based on certain recognizable achievements in the development and approval of the injectable/infusion/intranasal drug candidates and wound healing drug candidates with the following applications: coronary heart disease, Parkinson’s disease, stroke, diabetic foot ulcers and venous ulcers, as discussed in greater detail below under “Business—License Agreement with Zhittya”.

The clinical progress and regulatory milestone payments for wound healing drug candidates range from $100,000 to $10,000,000 and will not exceed $75,000,000 in total for the entire class of wound healing drugs. The milestone payments for injectable and infusion drug candidates range from $100,000 to $25,000,000 and will not exceed $300,000,000 in total for the entire class of injectable/infusion/intranasal drugs.

At our discretion, such clinical progress and regulatory milestone payments may be paid in the form of cash or shares of our common stock, calculated using the average closing price over the prior 20 trading days prior to issuance, provided that in the event the issuance of any shares of common stock to Zhittya would result in Zhittya owning 5% or more of the Company’s outstanding common stock, we are required to defer the stock payment until such time as the issuance of such shares will result in Zhittya’s ownership of the Company not exceeding 4.99% of the Company’s common stock.

Additionally, these clinical progress and regulatory milestone payments obligations will not begin to accrue until 90 days after the closing of our initial public offering or public sale of shares (neither of which will be triggered by the offering discussed in this offering circular). To date, no clinical progress and regulatory milestone payments are due.

The issuance of shares of common stock in satisfaction of clinical progress and regulatory milestone payments due pursuant to the terms of the License Agreement will cause significant dilution to existing stockholders.

Future sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our common stock to decline and could result in dilution of your shares.

Our Board of Directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital through the creation and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and other rights, on terms and for consideration as our Board of Directors in its sole discretion may determine.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our stockholders might sell shares of our common stock could also depress the market price of our common stock. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline significantly. Benjamin Securities may waive the lock-up agreements entered into in connection with this offering. If the lock-up agreements entered into in connection with this offering are waived, shares of our common stock will become available for sale into the market, subject to applicable law, which could reduce the market price for our common stock.

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We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial amounts of our common stock by large stockholders, or the perception that such sales could occur, may adversely affect the market price of our common stock.

The market price for shares of our common stock may drop significantly when such securities are sold in the public markets. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities. 

We have no intention of declaring dividends in the foreseeable future.

The decision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

Risk Factors Relating to Our Organizational Documents

Your investment in us may be adversely affected by the limitation of liability and indemnification of management under the Nevada Revised Statutes and our Amended and Restated Articles of Incorporation.

The Nevada Revised Statutes and our Amended and Restated Articles of Incorporation provide for the limitation of the liability of directors for monetary damages. Such provisions may discourage stockholders from bringing a lawsuit against directors for breaches of fiduciary duty and may also have the effect of reducing the likelihood of derivative litigation against directors and officers even though such action, if successful, might otherwise be a benefit to our stockholders. In addition, a stockholder’s investment in us may be adversely affected to the extent that costs of settlement and damage awards against our officers or directors are paid by us pursuant to such provisions. Additionally, in accordance with Nevada Revised Statutes, our Amended and Restated Articles of Incorporation and our Bylaws, we will indemnify, hold harmless and provide advancement of expenses, to the fullest extent permitted by applicable law, directors, officers, employees, and agents that are made a party or threatened to be made a party to legal proceedings by reason of the fact that such parties were working at our request. We direct you to our Amended and Restated Articles of Incorporation and our Bylaws for more information.

Our Bylaws provide that the Eighth Judicial District Court of Clark County, Nevada, will be the sole and exclusive forum for certain disputes which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, future employees or agents.

Our Bylaws, to be effective immediately prior to the start of this offering, provide that unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respect to: (i) any derivative action or proceeding brought in our name or right or on our behalf, (ii) any action asserting a claim for breach of any fiduciary duty owed by any of our directors, officers, future employees, or agents to us or our stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A or any provision of our Amended and Restated Articles of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce, or determine the validity of our Amended and Restated Articles of Incorporation or Bylaws.

This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our or its directors, officers, other future employees, or agents, which may discourage such lawsuits against us and our directors, officers, other future employees, and agents. Alternatively, if a court were to find the choice of forum provision contained in our Bylaws to be inapplicable or unenforceable in an action, that we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, results of operations, and financial condition.

General Risk Factors

We have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

We have a short operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. Our relatively short operating history makes it difficult to assess our future performance. You should consider our business and prospects in light of the risks and difficulties we may encounter.

Our future success will depend in large part upon our ability to, among other things:

	·	increase our market share;
	·	increase consumer awareness of our brand and maintain our reputation;
	·	anticipate and respond to macroeconomic changes;
	·	compete effectively;
	·	avoid interruptions in our business from information technology downtime, cybersecurity breaches, or labor stoppages;
	·	effectively manage our growth; and
	·	hire, integrate, and retain talented people at all levels of our organization.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business and our operating results will be adversely affected.

Failure to adequately manage our planned aggressive growth strategy may harm our business or increase our risk of failure.

For the foreseeable future, we intend to pursue an aggressive growth strategy for the expansion of our operations. Our ability to rapidly expand our operations will depend upon many factors, including our ability to work in a regulated environment, establish and maintain strategic relationships with suppliers, and obtain adequate capital resources on acceptable terms. Any restrictions on our ability to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly, we may be unable to achieve our targets for growth, and our operations may not be successful or achieve anticipated operating results.

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Additionally, our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

	·	implement additional management information systems;
	·	further develop our operating, administrative, legal, financial, and accounting systems and controls;
	·	hire additional personnel;
	·	develop additional levels of management within our company;
	·	locate additional office space; and
	·	maintain close coordination among our operations, legal, finance, sales and marketing, and client service and support personnel.

As a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements could have an adverse effect on future operating results.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

If we make acquisitions in the future, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

	·	the difficulty of integrating acquired assets or operations;
	·	the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;
	·	difficulties in maintaining uniform standards, controls, procedures and policies;
	·	the potential impairment of relationships with employees and members and customers as a result of any integration of new management personnel;
	·	liability associated with acquired assets;
	·	the effect of any government regulations which relate to the business acquired;
	·	potential unknown liabilities associated with acquired businesses, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and
	·	potential expenses under the labor, environmental and other laws of various jurisdictions.

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

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We may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our securities.

In general, we have complete discretion over the use of our working capital and any new investment capital we may obtain in the future. Because of the number and variety of factors that could determine our use of funds, our ultimate expenditure of funds (and their uses) may vary substantially from our current intended operating plan for such funds. Our management has broad discretion to use any or all of our available capital reserves. Our capital could be applied in ways that do not improve our operating results or otherwise increase the value of a stockholder’s investment.

Claims, litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

We may be subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings relating to our operations or those of third parties, and other matters. Any of these types of proceedings, may have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves and possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our business, financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings, including as a result of a settlement, could require us to make substantial future payments, prevent us from offering certain products or services, require us to change our business practices in a manner materially adverse to our business, requiring development of non-infringing or otherwise altered technologies, damaging our reputation, or otherwise having a material effect on our operations.

We may incur indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our costs.

As of June 30, 2026, we had $1,029,122 of liabilities. However, we may incur significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, including the following:

	·	a significant portion of our cash flows is required to be used to service our indebtedness;
	·	a high level of debt increases our vulnerability to general adverse economic and industry conditions;
	·	covenants contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds and provide additional security interests, dispose of assets, pay dividends and make certain investments;
	·	a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and
	·	debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

A high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations.

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Our business could be adversely affected by security threats, including cybersecurity threats.

We face various security threats, including cybersecurity threats to gain unauthorized access to our sensitive information, to seek initiation of unauthorized fund transfers, or to render our information or systems unusable . The potential for such security threats subjects our operations to increased risks that could have a material adverse effect on our business, financial condition and results of operations.

Our implementation of various procedures and controls to monitor and mitigate such security threats and to increase security for our information systems may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of, or damage to systems essential to our business and operations, as well as data corruption, reputational damage, communication interruptions or other disruptions to our operations, which, in turn, could have a material adverse effect on our business, financial position and results of operations.

We may have difficulty managing growth in our business, which could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.

Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our activities, including our planned pharmaceutical marketing efforts, there will be additional demands on our financial, technical and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.

Failure to adequately protect critical data and technology systems could materially affect our operations.

Information technology solution failures, network disruptions and breaches of data security could disrupt our operations by causing delays or cancellation of customer orders, impeding processing of transactions and reporting financial results, resulting in the unintentional disclosure of customer, employee or our information, or damage to our reputation. There can be no assurance that a system failure or data security breach will not have a material adverse effect on our financial condition, results of operations or cash flows.

Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of shares of our common stock, preferred stock (which may be similar to or different than the Series A-1 and A-2 preferred stock) or warrants to purchase shares of our common stock. Our board of directors has authority, without action or vote of the stockholders, subject to the requirements of any national exchange on which our common stock is eventually traded, if any (which generally require stockholder approval for any transactions which would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock, subject to certain exceptions, including sales in a public offering and/or sales which are undertaken at or above the lower of the closing price immediately preceding the signing of the binding agreement or the average closing price for the five trading days immediately preceding the signing of the binding agreement), to issue all or part of the authorized but unissued shares of common stock, preferred stock or warrants to purchase such shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market in the future. These actions will result in dilution of the ownership interests of existing stockholders and may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of us, because the shares may be issued to parties or entities committed to supporting existing management.

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Securities analysts may not cover, or continue to cover, our common stock and this may have a negative impact on the market price of our securities.

The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over independent analysts (provided that we have engaged various non-independent analysts). We do not have any independent analysts that cover our common stock, and any future analysts which cover our common stock may discontinue coverage of our common stock at any time. If no independent securities or industry analysts cover us, the trading price for our common stock could be negatively impacted. If one or more of the future analysts who cover us, if any, downgrades our common stock, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease and we could lose visibility in the financial markets, which could cause our stock price and trading volume to decline.

There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm us.

We do not expect that internal control over financial accounting and disclosure, even if timely and well-established, will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely affect our business.

Failure to develop our internal controls over financial reporting as we grow could have an adverse impact on us.

As we mature, we will need to develop our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition, or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

The Company does not insure against all potential losses, which could result in significant financial exposure.

The Company does not have commercial insurance or third-party indemnities to fully cover all operational risks or potential liability in the event of a significant incident or series of incidents causing catastrophic loss. As a result, the Company is, to a substantial extent, self-insured for such events. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that would arise from such an event or series of events. The occurrence of a significant incident, series of events, or unforeseen liability for which the Company is self-insured, not fully insured or for which insurance recovery is significantly delayed could have a material adverse effect on the Company’s results of operations or financial condition.

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Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.

Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations, expenses, access to capital and the market for pharmaceutical products. In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expected funding sources, suppliers and partners. A downturn in the economic environment could also lead to limitations on our ability to issue new debt; reduced liquidity; and declines in the fair value of our financial instruments. These and other economic factors could materially adversely affect our business, results of operations, financial condition and growth.

We may be adversely affected by climate change or by legal, regulatory or market responses to such change.

The long-term effects of climate change are difficult to predict; however, such effects may be widespread. Impacts from climate change may include physical risks (such as rising sea levels or frequency and severity of extreme weather conditions), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes) and other adverse effects. The effects of climate change could increase the cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business. Climate change could also lead to increased costs as a result of physical damage to or destruction of our facilities, equipment and business interruption due to weather events that may be attributable to climate change. These events and impacts could materially adversely affect our business operations, financial position or results of operation.

We might be adversely impacted by changes in accounting standards.

Our financial statements are subject to the application of U.S. GAAP, which periodically is revised or reinterpreted. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board (“FASB”) and the SEC. It is possible that future accounting standards may require changes to the accounting treatment in our financial statements and may require us to make significant changes to our financial systems. Such changes might have a materially adverse impact on our financial position or results of operations.

* * * * *

For all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

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USE OF PROCEEDS

If we sell all of the Shares being offered, our net proceeds (after our estimated offering expenses of $1, 365 ,000) will be $8, 635 ,000. We will use these net proceeds for the following:

Shares Offered (% Sold)		Shares Sold (100%)				Shares Sold (75%)				Shares Sold (50%)				Shares Sold (25%)
Gross Offering Proceeds		$	10,000,000			$	7,500,000			$	5,000,000			$	2,500,000
Approximate Offering Expenses
Misc. Expenses			50,000				50,000				50,000				50,000
Legal and Accounting			330,000				330,000				330,000				330,000
Placement Agents Commissions (1)			650,000				487,500				325,000				162,500
Placement Agents Expenses (2)			335,000				291,250				247,500				203,750
Total Offering Expenses			1,365,000				1,158,750				952,500				746,250
Total Net Offering Proceeds			8,635,000				6,341,250				4,047,500				1,753,750
Principal Uses of Net Proceeds (3)
Payment of Accrued Compensation (4)			485,836				485,836				485,836				485,836
Accounts Payable			443,766				443,766				443,766				443,766
Working Capital			7,705,398				5,411,648				3,117,898				824,148
Total Principal Uses of Net Proceeds			8,635,000				6,341,250				4,047,500				1,753,750

________________

	(1)	Placement Agents commissions is 6.5% of the gross proceeds of the securities sold in the offering.
	(2)	Includes a non-accountable expense allowance equal to 1.75% of the gross proceeds of this offering, payable to the Placement Agents, plus the reimbursement of up to $160,000 in expenses incurred by the Placement Agents in connection with this offering. Does not include warrants to purchase 7% of the number of shares of common stock sold in this offering (up to 70,000 warrants), issuable following each closing of Shares which we have agreed to grant to Benjamin Securities, Inc., one of the Placement Agents, and/or its affiliates.
	(3)	Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line-item expenditures as required for ongoing operations.
	(4)	Accrued amounts owed to our former chief financial officer of $262,198, accounting consultant of $148,637 and former vice president of $75,000, total $485,836. Such amounts do not accrue interest.

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the Shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

We intend to pay our early regulatory milestone payments, such as completing animal toxicity studies and filing an IND from the cash flow from operations and not from these proceeds. The actual allocation of proceeds will be determined at our discretion and will depend on various factors, including our operational requirements and the timing and availability of other sources of capital.

The principal purposes of this offering are to strengthen our capitalization, enhance our financial flexibility, establish a public market for our common stock, and provide us and our stockholders with future access to the public equity markets. We believe that becoming a Tier 2 issuer filing periodic reports under Regulation A at this time will allow us to develop the operational infrastructure, internal controls, governance processes, and management experience necessary to operate effectively. In addition, we believe that in the event we are able to obtain the quotation of our common stock on the OTC Markets, that will increase transparency for investors and provide greater potential liquidity for our existing stockholders over time. While we do not currently intend to use the net proceeds of this offering to fund significant clinical milestone payments, we believe that establishing our presence in the public markets now will better position us to raise additional capital in future periods, if needed, to support milestone payments and other development-related expenditures as Zhittya hopefully advances through its clinical trials and achieves key regulatory and clinical milestones.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Additionally, our management will retain broad discretion over the allocation of the net proceeds from this offering and our existing cash and cash equivalents.

In the ordinary course of our business, we expect to from time to time evaluate the acquisition of, investment in, or in-license of complementary products, technologies, or businesses, and we could use a portion of the net proceeds from this offering for such activities. We currently do not have any agreements, arrangements, or commitments with respect to any potential acquisition, investment, or license.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and government securities.

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DIVIDEND POLICY

We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the sole discretion of our Board and will depend on our financial condition, operating results, capital requirements and such other factors as our Board deems relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2026:

	·	on an actual basis;
	·	on a pro forma as adjusted basis to give further effect to our issuance and sale of 1,000,000 Shares of our common stock being offered as part of this offering at a public offering price of $10.00 per share, after deducting the estimated Placement Agents fees and commissions and our estimated offering expenses.

You should read this capitalization table together with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes appearing elsewhere in this offering circular.

		June 30, 2026
		Actual				Pro Forma As Adjusted
Cash		$	61,606			$	7,767,044
Shareholders’ equity
Series A-1 Preferred Stock, par value $0.001, 3,500,000 shares designated; 3,500,000 shares issued and outstanding, actual and as adjusted			3,500				3,500
Series A-2 Preferred Stock par value $0.001, 3,500,000 shares designated; 3,500,000 shares issued and outstanding, actual and as adjusted			3,500				3,500
Common Stock, par value $0.001 per share, 50,000,000 shares authorized; 2,632,000 shares issued and outstanding, actual; 3,632,000 shares issued and outstanding, as adjusted			2,632				3,632
Additional paid-in capital			124,323,597				132,788,667
Accumulated deficit			(124,909,055	)			(124,909,055	)
Total stockholders’ equity (deficit)			(575,826	)			7,890,244

Each increase (decrease) of 0.25 million Shares in the number of Shares of common stock offered by us would increase (decrease) each of our pro forma, as adjusted cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $2.5 million, after deducting estimated Placement Agents discounts and commissions. 

The number of shares of common stock to be outstanding after this offering is based on 2,632,000 shares outstanding as of June 30, 2026 and 3,632,000 shares outstanding on a pro forma, as adjusted basis, including the 1,000,000 maximum number of Shares of common stock offered in the offering, and does not give effect to:

	·	the conversion of any Series A-1 Preferred Stock or Series A-2 Preferred Stock into common stock pursuant to the terms thereof;
	·	the exercise of Benjamin Securities’ warrants; and
	·	no vesting of 50,000 outstanding restricted stock units.

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DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

As of June 30, 2026, we had a net tangible book value of $(882,533), or $(0.34) per share of common stock, based on shares of common stock outstanding at June 30, 2026. Our net tangible book value per share is the amount of our total tangible assets less our total liabilities at June 30, 2026, divided by the number of shares of common stock outstanding at June 30, 2026.

The following table illustrates dilution to new investors assuming the sale of 25%, 50%, 75% and 100% of the maximum number of Shares offered in this offering. This table is solely for illustration. Actual dilution will depend on the final number of Shares sold.

The following table illustrates this dilution on a per share basis based on the net tangible book value.

Percentage of Shares offered that are sold			100%				75%				50%				25%
Public offering price per share		$	10.00			$	10.00			$	10.00			$	10.00
Historical net tangible book value per share as of June 30, 2026			(0.34	)			(0.34	)			(0.34	)			(0.34	)
Increase in as adjusted net tangible book value per share attributable to new investors in this offering			2.47				1.95				1.35				0.64
As adjusted net tangible book value per share immediately after this offering			2.13				1.61				1.01				0.30
Dilution per share to new investors in this offering		$	7.87			$	8.39			$	8.99			$	9.70

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

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If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if a company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this offering circular. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this offering circular, particularly in the sections titled “Risk Factors” and “Information Regarding Forward-Looking Statements.

Going Concern Analysis

Our ability to become profitable depends on our ability to generate other income and revenue. We are currently generating other income as Zhittya Genesis Medicine, Inc. (Zittya) treats patients in its foreign clinics. We do not expect to generate significant other income/revenue until our strategic partner, Zhittya, obtains FDA approval for its drug candidates and we successfully commercialize one of the product candidates in the U.S. and Canada. We expect to receive ongoing other income from Zhittya in the future, which will be offset by royalties due to Zhittya. We are not required to pay royalites on the first $3 million of other income from Zhittya. For the next $3 million to $10 million of other income, the Company will pay 50% in royalties, and above $10 million, the Company will pay up to 80% in royalties. As of June 30, 2026, total other income from Zhittya is $2,407,135.

The Company’s sole source of income is the other income received from Zhittya pursuant to our License Agreement with Zhittya. As of June 30, 2026, we had a total stockholders’ deficit of $575,826, an accumulated deficit of $124,909,055, and negative working capital of $876,115. The large accumulated deficit is mainly the result of the original 2016 license agreement with Zhittya valued at $76.5 million, as discussed in greater detail under “Business—License Agreement with Zhittya”, that was fully written off by 2022 under a revised valuation. Another $46.5 million in expenses related to the value of the preferred stock issued to Zhittya pursuant to the terms of the License Agreement. These two items, combined, equal $123 million of the accumulated deficit and do not reflect the results of ongoing operations. From 2023 to 2025, the Company has generated net income every year, with cumulative income of $251,597 over these three years, and net income for the six months ended June 30, 2026 of $543,605.

In the event Zhittya is further delayed in producing FGF-1, performing studies, submitting INDs, obtaining approval from the FDA of such INDs, and/or otherwise delayed further from obtaining FDA approval for FGF-1, which it anticipates will take at least three to seven years, our ability to generate cash flow and support our operations will be negatively affected, we may need to raise additional funds, and we may never be able to generate sufficient funds to support our operations.

We expect to incur significant expenses for the foreseeable future. We expect our expenses to increase in connection with our ongoing activities. Further, we expect to incur additional costs associated with operating as a Tier 2 issuer filing periodic reports under Regulation A. Accordingly, we will need additional financing to support our continuing operations. We plan to seek to fund our operations through public or private equity, debt financings, or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all, or if such funding comes through the form of equity, may cause significant dilution to existing stockholders. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.

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The Company was incorporated on May 16, 2016 and will require significant additional capital in order to operate in the normal course of business and fund clinical progress and regulatory milestone payments related to approvals and clinical studies. As a result, these conditions have raised substantial doubt regarding our ability to continue as a going concern beyond one year. While we believe in the viability of management’s strategy to generate sufficient other income and revenue, control costs, and the ability to raise additional funds, if necessary, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, raise additional capital, generate sufficient other income and revenues, and to control operating expenses. The Company’s ability to realize its assets and discharge its liabilities is dependent upon the Company obtaining the necessary financing and ultimately upon its ability to achieve profitable operations. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. The financial statements do not give effect to adjustments to assets or liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

Results of Operations

We have a limited operating history. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. We have incurred significant net losses since inception. We have, however, generated net income of $91,510 and $97,039 for the years ended December 31, 2025 and 2024, respectively and net income for the six months ended June 30, 2026 of $543,605. As of June 30, 2026, we had a total stockholders’ deficit of $575,826, an accumulated deficit of $124,909,055, and negative working capital of $876,115. In the next few years, the Company will need to start making milestone payments of up to an aggregate of $375,000,000 for wound healing drugs and injectable/infusion/intranasal drugs on agreed-upon steps toward FDA approval.

The Company expects to be required to start making payments annually in the fourth quarter of 2027 to Zhittya of approximately $2 million, depending on the closing of an initial public offering and/or public sale of shares (as discussed below), which could change when such payments are due. Zhittya’s first milestone will be animal trials, which take six to eight months. The first one is expected to be diabetic foot ulcers and is likely to be finished in the fourth quarter of 2027. In 2028, Zhittya would likely be preparing INDs with the FDA, and approval is expected to take six to eight months. If the IND is approved, Phase 1 trials can start. These milestone payments will start slowly for the next few years. Because clinical initiation across target indications will be staggered, milestone obligations are not expected to exceed $2.0 million in the aggregate across fiscal years 2027 and 2028. At our discretion, such clinical progress and regulatory milestone payments may be paid in the form of cash or shares of our common stock, calculated using the average closing price over the prior 20 trading days prior to issuance, provided that in the event the issuance of any shares of common stock to Zhittya would result in Zhittya owning 5% or more of the Company’s outstanding common stock, we are required to defer the stock payment until such time as the issuance of such shares will result in Zhittya’s ownership of the Company not exceeding 4.99% of the Company’s common stock.

As of December 31, 2025, we had a total stockholders’ deficit of $1,125,680, an accumulated deficit of $125,452,659, and negative working capital of $1,272,378. The large accumulated deficit is mainly the result of the original 2016 license agreement with Zhittya valued at $76.5 million, as discussed in greater detail under “Business—License Agreement with Zhittya”, that was fully written off by 2022 under a revised valuation. Another $46.5 million in expenses related to the value of the preferred stock issued to Zhittya pursuant to the terms of the License Agreement. These two items, combined, equal $123 million of the accumulated deficit and do not reflect the results of ongoing operations. From 2023 to 2025, the Company has generated net income every year, with cumulative income of $251,597 over these three years, and net income for the six months ended June 30, 2026 of $543,604. We expect to incur additional net expenses over the next several years as we continue to maintain and expand our existing operations. The amount of future income we will achieve is uncertain.

Financial Overview

Other Income

We are generating other income from Zhittya’s operations and from a patient sponsored Type 2 diabetes research study taking place in Las Vegas, Nevada, and we expect the operations to continue and to grow. However, for the Company to make significant other income/revenue, Zhittya, our strategic partner, needs to complete the development of its product candidates in a timely manner and obtain regulatory approval for them; otherwise, our ability to generate future other income/revenue, and our results of operations and financial position, would be materially and adversely affected.

If our development efforts for Zhittya’s current or future product candidates are successful and result in regulatory approval, we may generate other income/revenue in the future from product sales of such licensed products. Because of the numerous risks and uncertainties associated with product development, regulatory approval, and market acceptance, we are unable to predict the amount or timing of product other income/revenue.

Operating Expenses

Operating expenses consist primarily of professional fees, consulting fees, office lease expenses, marketing costs, and general and administrative expenses. Operating expenses are expensed when incurred.

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Professional fees include audit, legal, and outside accounting costs. Consulting fees primarily include the outsourced CEO and CFO, as well as general and business development consulting. General and administrative expenses include insurance, technology, banking, and other administrative costs.

We anticipate that our operating expenses will increase in the future to support our efforts to promote and raise awareness of the Company and to operate as a Tier 2 issuer filing periodic reports under Regulation A. These expenses will likely include costs related to the fees to outside consultants, lawyers, accountants, and investor relations firms.

Other income (expense)

Other income (expense) primarily consists of Income from participation in future revenues from a related party.

Income Taxes

As of December 31, 2025, and 2024 we had net operating loss (NOL) carry forwards of approximately $2,100,000. Net operating loss carry forwards of $32, and $35,310 will expire in 2036 and 2037, respectively. The remaining $2.07 million of the Company’s net operating losses have an indefinite carry forward period, but utilization for any tax year is limited to 80% of taxable income. After weighing all available and positive and negative evidence for the period, the Company determined a full valuation allowance is necessary against all net operating losses. As of June 30, 2026, the Company’s net operating loss carry forwards and related valuation allowance were not materially changed from December 31, 2025. The Company recorded no income tax expense for the six months ended June 30 2026.

We have not recorded any net tax benefit due to uncertainty around utilizing these tax attributes within their respective carry forward periods.

Utilization of the net operating losses may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

RESULTS OF OPERATIONS

		For the Three Months Ended June 30								For the Six Months Ended June 30
		2026				2025				2026				2025
Operating expenses:
Professional fees		$	12,109			$	67,434			$	74,881			$	129,979
Consulting			99,125				87,125				198,250				166,229
Lease expense			7,977				7,601				16,021				22,592
General and administrative expenses			3,150				3,163				7,714				5,793
Total operating expenses			122,361				165,323				296,866				324,593
Loss from operations			(122,361	)			(165,323	)			(296,866	)			(324,593	)
Other income (expense):
Income from participation in future revenues – related party			359,341				121,000				843,635				206,750
Interest expense- related party			(1,220	)			(1,603	)			(2,334	)			(3,198	)
Other expense											(830	)			-
Net (loss) income		$	235,760			$	(45,926	)		$	543,605			$	(121,041	)
Basic and diluted net (loss) income per common share		$	0.09			$	(0.02	)		$	0.21			$	(0.05	)
Weighted average number of common shares outstanding, basic and diluted			2,632,000				2,632,000				2,632,000				2,632,000

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Professional fees

Professional fees decreased $55,325 for the three months ended June 30, 2026, compared to the prior period, due to $30,000 saved by moving accounting over to our outsourced CFO (part of consulting expense), $21,929 in lower audit fees (in 2025 audit fees were higher as the auditors had not previously audited our financial statements), and $3,434 less in legal fees, offset by $37 in other accounting fees. Professional fees decreased $55,098 for the six months ended June 30, 2026, compared to the prior period, due to $60,000 saved by moving accounting over to our outsourced CFO (part of consulting expense) and $2,355 less in legal fees, offset by $6,222 in higher audit fees from the year-end 2026 audit and $1,035 in tax accounting fees.

Consulting fees

Consulting fees increased $12,000 for the three months ended June 30, 2026, compared to the prior period, from using an outside business development consultant. Consulting fees increased $32,021 for the six months ended June 30, 2026, compared to the prior period, due to using an outside business development consultant costing $24,000 and the CFO costing $8,021 more working a full six months in 2026 after starting in mid-January, 2025.

 Lease expense

Lease expense increased $376 in the three months ended June 30, 2026, compared to the prior period, due to an annual rent increase. Lease expense decreased $6,571 in the six months ended June 30, 2026, compared to the prior period, as the Company relocated to a less expensive office lease in mid- January 2025.

 General and administrative expenses

General and administrative expenses were level for the three months ended June 30, 2026 and 2025. General and administrative expenses were $7,714 for the six months ended June 30, 2026 and $5,793 for the three months ended June 30, 2025, which increase was due to higher insurance and automobile costs.

Income from participation in future revenues

Income from participation in future revenues increased $238,341 for the three months ended June 30, 2026, compared to the prior period, due to $135,000 in type 2 diabetes study fees which began in late 2025 and $197,750 shared with Zhittya for cross-border earnings in 2025 (all 2026 patients were treated in the U.S.) offset by $40,000 less in Parkinson’s patient fees and $67,909 more in advertising costs and $13,500 in processing and referral fees. Income from participation in future revenues increased $636,885 for the six months ended June 30, 2026, compared to the prior period, due to $615,000 in type 2 diabetes fees which began in late 2025, $415,500 shared with Zhittya for cross-border earnings in 2025 (all 2026 patients were treated in the U.S.) and $22,500 less in processing and referral fees, offset by $160,000 less in Parkinson’s patients fees and $255,115 more in advertising cost.

Interest expense- related party loans

Interest expense decreased $383 to $1,220 for the three months ended June 30, 2026, compared to $1,603 for the three months ended June 30, 2025, and decreased $864, to $2,334 for the six months ended June 30, 2026, compared to $3,198 for the six months ended June 30, 2025, due to $20,446 in related party loans that were repaid after June 30, 2025.

Other expense

The Company incurred $830 in other miscellaneous expenses in the six months ended June 30, 2026.

Net Income (Loss)

The Company had net income of $235,760 for the three months ended June 30,2026 compared to a net loss of $45,926 in the three months ended June 30, 2025, primarily due to $238,341 in additional income from participation in future revenues and a $42,962 decrease in operating expenses, as discussed above. The Company had net income of $543,605 in the six months ended June 30, 2026 compared to a net loss of $121,041 for the six months ended June 30, 2025, primarily due to $636,885 in additional income from participation in future revenues and a $27,727 decrease in operating expenses, as discussed above.

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Comparison of the years ended December 31, 2025, and 2024:

		For the Years Ended,
		2025				2024				Change
Operating expenses:
Professional fees		$	220,852			$	114,256			$	106,596
Consulting fees			352,479				127,000				225,479
Lease expense			36,013				89,888				(53,875	)
Marketing expense			995								995
General and administrative expenses			10,227				10,475				(247	)
Total operating expenses			620,566				341,619				278,948
Loss from operations			(620,566	)			(341,619	)			(278,948	)
Other income (expense):
Income from participation in future revenues – related party			718,750				441,000				277,750
Interest expense- related party loans			(6,674	)			(2,342	)			(4,332	)
Net income		$	91,510			$	97,039			$	(5,530	)

Professional fees

These fees increased by $106,596 for the year ended 2025 versus the year ended 2024, driven by $107,133 in additional audit expenses and $16,806 in extra legal fees incurred in preparation for the anticipated public offering, offset by $(17,343) in lower accounting fees due to more efficient external support.

Consulting fees

The increase of $225,479 for the year ended December 31, 2025 versus the year ended December 31, 2024, is due to the engagement of an outsourced CFO for $184,479 in the year ended 2025, and a $41,000 increase in the remuneration of other consultants.

Lease expense

The Company relocated to a less expensive office lease in mid-January 2025. The year ended December 31, 2025 included $6,775 in final costs on the old lease in January 2025 and $29,238 in costs on the new lease. The year ended December 31, 2024 consists of twelve months on the old lease at $22,472 per quarter.

Income from participation in future revenues – related party

For the year ended December 31, 2025, this income increased over the year ended December 31, 2024, due to $300,000 in income from diabetes studies launched by Zhittya in September 2025, offset by $22,250 less income from ongoing studies.