UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2026

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

For the transition period from ___________ to ___________

Commission File Number: 001-42275

KAIROS PHARMA, LTD.

(Exact name of registrant as specified in its charter)

Delaware

46-2993314

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

Identification No.)

2355 Westwood Blvd., #139

Los Angeles CA 90064

(Address of principal executive offices) (Zip Code)

(310) 948-2356

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		KAPA		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

The number of shares issued and outstanding of the registrant’s common stock on August 12, 2026 was 23,697,683.

KAIROS PHARMA, LTD.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025	3
	Unaudited Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2026 and 2025	4
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Six Months Ended June 30, 2026 and 2025	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Control and Procedures	28

PART II - OTHER INFORMATION		29

Item 1	Legal Proceedings	29
Item 1A	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31

PART I-FINANCIAL INFORMATION

Item 1: Financial Statements.

Kairos Pharma, Ltd.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except for share amounts and par value data)

	June 30,			December 31,
	2026			2025
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	2,626		$	4,491
Vendor advances, net		412			845
Prepaid expenses and other current assets		136			51
Total Current Assets		3,174			5,387

Deferred offering costs		1,282			1,091
Intangible assets, net		-			62
Total Other Assets		1,282			1,153

TOTAL ASSETS	$	4,456		$	6,540

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	265		$	199
Total Current Liabilities		265			199

Commitments and contingencies

Shareholders’ Equity
Preferred stock, par value $0.001, 20,000,000 shares authorized; no shares issued and outstanding, respectively;		-			-
Common stock, par value $0.001, 100,000,000 shares authorized; 21,423,300 and 20,821,353 shares issued and outstanding on June 30, 2026 and December 31, 2025, respectively;		21			21
Additional paid-in capital		21,474			20,582
Accumulated deficit		(17,304	)		(14,262	)
Total Shareholders’ Equity		4,191			6,341

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,456		$	6,540

The accompanying notes are an integral part of these condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except for share amounts and per share data)

	2026			2025			2026			2025
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
	(Unaudited)						(Unaudited)

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Research and development		619			496			1,303			989
General and administrative		798			960			1,804			1,733
Total operating expenses		1,417			1,456			3,107			2,722

Loss from operations		(1,417	)		(1,456	)		(3,107	)		(2,722	)

Other income:
Interest income		29			34			65			38
Total other income		29			34			65			38

NET LOSS	$	(1,388	)	$	(1,422	)	$	(3,042	)	$	(2,684	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.06	)	$	(0.08	)	$	(0.14	)	$	(0.16	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		21,420,479			17,213,017			21,207,506			16,307,308

The accompanying notes are an integral part of these condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(in thousands, except share amounts)

	Shares		Amount		Capital		Deficit			Total
	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance, March 31, 2026 (unaudited)		21,411,198	$	21	$	21,208	$	(15,916	)	$	5,313

Issuance of common shares sold through the At the Market (ATM) offering, net of offering costs		12,102		-		7		-			7

Fair value of vested restricted stock units		-		-		259		-			259

Net loss for the three months ended June 30, 2026		-		-		-		(1,388	)		(1,388	)

Balance, June 30, 2026 (unaudited)		21,423,300		21		21,474		(17,304	)		4,191

Balance, December 31, 2025		20,821,353	$	21	$	20,582	$	(14,262	)	$	6,341

Issuance of common shares sold through the At the Market (ATM) offering, net of offering costs		601,947		-		374		-			374

Fair value of vested restricted stock units		-		-		518		-			518

Net loss for the six months ended June 30, 2026		-		-		-		(3,042	)		(3,042	)

Balance, June 30, 2026 (unaudited)		21,423,300	$	21	$	21,474	$	(17,304	)	$	4,191

Balance, March 31, 2025 (unaudited)		16,376,118		17		17,192		(10,077	)	$	7,132

Issuance of common shares upon the exercise of pre-funded warrants		490,000		-		-					-

Common shares issued for cash through equity line of credit, net of expenses		510,000		1		209		-			210

Issuance of common shares recorded as a vendor advance		367,647		-		-		-			-

Fair value of vested restricted stock units		-		-		77		-			77

Net loss for the three months ended June 30, 2025		-		-		-		(1,422	)		(1,422	)

Balance, June 30, 2025 (unaudited)		17,743,765	$	18	$	17,478	$	(11,499	)	$	5,997

Balance, December 31, 2024		13,736,597	$	14	$	13,577	$	(8,815	)	$	4,776
Balance		13,736,597	$	14	$	13,577	$	(8,815	)	$	4,776

Fair value of common shares to be issued for deferred offering costs		384,459		1		327					328

Proceeds from the sale of common shares and pre-funded warrants, net of offering costs		2,500,000		2		3,056					3,058

Common shares issued for cash through equity line of credit, net of expenses		510,000		1		209		-			210

Issuance of common shares recorded as a vendor advance		534,188		-		156		-			156

Fair value of vested restricted stock units		78,521		-		153		-			153

Net loss for the six months ended June 30, 2025		-		-		-		(2,684	)		(2,684	)

Balance, June 30, 2025 (unaudited)		17,743,765	$	18	$	17,478	$	(11,499	)	$	5,997
Balance		17,743,765	$	18	$	17,478	$	(11,499	)	$	5,997

The accompanying notes are an integral part of these condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	2026			2025
	Six Months Ended
	June 30,
	2026			2025
	(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(3,042	)	$	(2,684	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible asset		62			80
Amortization of vendor advances		433			1,298
Fair value of vested restricted stock units		518			153
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(85	)		(50	)
Accounts payable and accrued expenses		66			(316	)
Net cash used in operating activities		(2,048	)		(1,519	)

Cash Flows from Financing Activities
Proceeds from the At the Market (ATM) offering		392			-
Proceeds from the sale and exercise of prefunded warrants		-			3,058
Proceeds from the equity line of credit		-			223
Payment of deferred offering costs		(209	)		-
Net cash provided by financing activities		183			3,281

Net increase (decrease) in cash and cash equivalents		(1,865	)		1,762

Cash and cash equivalents, beginning of period		4,491			1,272
Cash and cash equivalents, end of period	$	2,626		$	3,034

Supplemental cash flows disclosures:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

Supplemental non-cash financing disclosures:
Common shares issued for deferred offering costs	$	-		$	328
Common shares issued for vendor advances	$	-		$	156
Reclassification of deferred offering costs to shareholders’ equity	$	18		$	13

The accompanying notes are an integral part of these condensed consolidated financial statements.

KAIROS PHARMA, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(In thousands, except for share amounts and per share data)

NOTE 1 – BASIS OF PRESENTATION

Organization and Operations

Kairos Pharma, Ltd. (the “Company” or “Kairos”) was incorporated on June 17, 2013 under the laws of the state of California as NanoGB13, Inc. The Company changed its name to Kairos Pharma, Ltd. on July 15, 2016 and subsequently converted into a Delaware corporation under the same name, Kairos Pharma, Ltd., on May 10, 2023. The Company is an early-stage biotechnology company focused on the development of immunotherapy and cell therapy treatments for oncology.

Basis of Presentation of Unaudited Financial Information

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Balance Sheet information as of December 31, 2025 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2025 and 2024 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026. These financial statements should be read in conjunction with that report.

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has experienced recurring losses from operations since inception and incurred a net loss of $3,042 and used cash in operations of $2,048 during the six months ended June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As of June 30, 2026, the Company had cash and short-term investments of $2,626. Until the Company can generate sufficient product revenue to finance our cash requirements, which it may never do, it expects to finance future cash needs through a combination of public or private equity offerings and debt financings, or other capital sources such as potential collaborations, strategic alliances, licensing arrangements and other arrangements. Based on its research and development plans, the Company expects that its existing cash balance may not be adequate to fully fund planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this report. The Company based this estimate on assumptions that may prove to be wrong, and it could exhaust available capital resources sooner than expected. In addition, because the design and outcome of anticipated and any future clinical trials is highly uncertain, the Company cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of current products or any future product candidates. Additionally, although the Company has the ability to raise funds through its equity line of credit, which is registered on Form S-1 and filed in 2025, and its at-the-market offering, registered on Form S-3 and 2026, the Company may not receive some or all of these available proceeds due to certain factors outside of its control. The failure to receive all or some of the proceeds would result in the Company exhausting available capital resources sooner than expected and will require it to obtain further funding to achieve its business objectives.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the event of an equity financing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its former wholly-owned subsidiary, Enviro Therapeutics, Inc. (“Enviro”) which was dissolved in October 2025. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, amortization of vendor advances and deferred offering costs, valuations of stock-based compensation, the realization of deferred tax assets, and impairment analysis and useful life for intangible assets among others. Actual results could differ from these estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since its inception.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. The Company’s cash equivalents consisted of $2,441 and $4,326 in money market funds as of June 30, 2026, and December 31, 2025, respectively. The underlying securities in the money market funds held by the Company are all government backed securities.

Intangible Assets

The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years, using the straight-line method. The intangible asset consists of a licensing agreement that the Company acquired through its acquisition of Enviro during the year ended December 31, 2021, with an acquisition cost of $800. Amortization expense relating to the intangible asset during each of the six months ended June 30, 2026 and 2025 was $62 and $80, respectively, with an unamortized balance of $62 at December 31, 2025. There was no unamortized balance at June 30, 2026.

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.

For the six months ended June 30, 2026 and 2025, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following:

	June 30, 2026		June 30, 2025
Warrants to purchase common stock		4,281,038		4,088,888
Restricted stock units		772,605		113,599
Total		5,053,643		4,202,487

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Company’s statement of operations. As of December 31, 2025, the net balance of the of deferred offering costs relating to the Company’s equity line of credit (“ELOC”) offering was $1,091. During the six months ended June 30, 2026, no additional offering costs were incurred and no cost of capital was amortized relating to the ELOC, leaving a net balance of $1,091 at June 30, 2026, which will be applied against future equity offerings.

During the six months ended June 30, 2026, $209 of deferred offering costs were incurred relating to the Company’s At the Market (“ATM”) offering (see Notes 4 and 5) and $18 was amortized as cost of capital relating to that offering, leaving a net balance of $191 at June 30, 2026, which will be applied against future equity offerings.

Total net deferred offering costs were $1,282 at June 30, 2026 relating to the ELOC and the ATM.

Fair Value Measurements

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities.
	●	Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

Cash equivalents consisted of money market funds at June 30, 2026 and December 31, 2025. Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy.

Recent Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 – VENDOR AGREEMENTS

Vendor Advances

The Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the beginning of the contractual period. These vendor advances could be paid by the Company either in cash or in shares of common stock, depending on the terms of the contract. The advances are reduced by the accumulated value of the services performed by the vendor or are amortized on a straight-line basis over the service period, whichever is shorter.

As of December 31, 2025, advances to vendors totaled $845. Amortization expense relating to the vendor advances during the six months ended June 30, 2026 was $433, with an unamortized balance of $412 as of June 30, 2026.

Vendor advances consisted of the following at June 30, 2026 and December 31, 2025:

SCHEDULE OF VENDOR ADVANCES

	June 30, 2026			December 31, 2025
Prevail Infoworks (a)	$	900		$	900
Cross Current Capital (b)		856			856
Vendor advances, gross		1,756			1,756
Less: accumulated amortization		(1,344	)		(911	)
Vendor advances, net	$	412		$	845

The remaining unamortized balance of $412 as of June 30, 2026, will be fully amortized during the year ending December 31, 2026.

(a)

Kairos Agreement with Prevail Infoworks, Inc.

On August 1, 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc. (“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company. As part of the agreement, the Company was required to make an advance payment of $900 to Prevail before commencement of services and, at such time as we notify Prevail to engage their services related to the relevant clinical trial, or six months from the date of the agreement, pay approximately $80 per month during the time Prevail performs clinical research services for the Company’s Phase 2 ENV 105 prostate and Phase 1 ENV 105 lung clinical trials. The agreement with Prevail is subject to cancellation at any time upon 30 days’ written notice to the other party. The Company made the $900 advance payment to Prevail in October 2024 and it is included in vendor advances on the accompanying Balance Sheets as of June 30, 2026, and December 31, 2025. The unamortized balance of the advance was $300 as of June 30, 2026.

(b)

Kairos Agreement with Cross Current Capital LLC

On October 1, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Cross Current Capital LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the “Advisor”), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company including, but not limited to, (a) help drafting a public company competitive overview, (b) help preparing and/or reviewing a valuation analysis, (c) help in drafting marketing materials and presentations, (d) reviewing the Company’s business requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and (k) stand by capital markets advisory services. For the services rendered thereunder, the Company agreed to pay Cross Current $200 in cash and agreed to issue to the Advisor $500 of restricted shares of the Company’s common stock under the Company’s 2023 Plan. The payment of $200 and the value of the shares, both totaling $856, are included in vendor advances on the accompanying Balance Sheets as of June 30, 2026 and December 31, 2025. The unamortized balance of the advances was $112 at June 30, 2026.

NOTE 4 – DEFERRED OFFERING COSTS

Agreement with Helena Global Investment Opportunities

On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $30,000 of the Company’s shares of common stock (the “Equity Line of Credit”). The Equity Line of Credit became available to the Company after the Company filed a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit and such registration statement became effective. In exchange for the Equity Line of Credit, the Company was obligated to issue Helena a certain number of shares of common stock, calculated using $900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement. As a result, the Company issued Helena 670,641 shares of its common stock valued at $1,377 on the date of issuance. The Company accounted for the value of the shares issued as deferred offering costs. The shares vested on the date of the agreement, were issued to Helena, and were subject to a “true up” based upon the value of the stock after the company filed and obtained effectiveness of the registration statement registering the ELOC shares for resale.

At December 31, 2025, the balance of the deferred offering costs relating to Helena was $1,091. During the six months ended June 30, 2026, no funds were raised under the ELOC, and as such, the Company did not amortize any of these costs. As of June 30, 2026, the balance of the deferred offering costs relating to Helena was $1,091, which costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ELOC.

At the Market (ATM) Offering Agreement

In January 2026, the Company filed a shelf registration statement on Form S-3, registering up to $75,000 in aggregate securities and, in conjunction therewith, filed a prospectus supplement for the sale of up to $4,500 of common stock pursuant to an ATM Agreement (see Note 5). Deferred offering costs incurred relating to the ATM were $209 during the six months ended June 30, 2026. During the six months ended June 30, 2026, the Company amortized $18 of these costs, and as of June 30, 2026, the balance of the deferred offering costs relating to the ATM was $191. These costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ATM.

As of June 30, 2026, the total balance of the deferred offering costs was $1,282.

NOTE 5 – SHAREHOLDERS’ EQUITY

Common Stock

At the Market (ATM) Offering

As referenced in Note 4 above, in January 2026, in conjunction with the Company’s shelf registration statement on Form S-3, the Company filed a prospectus supplement for the sale of up to $4,500 of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright and Co., LLC (the “Placement Agent”). Under the ATM Agreement, the Placement Agent will be entitled to 3.0% of the gross proceeds of any sales made under the ATM Agreement. As a result of the ATM offering, during the six months ended June 30, 2026, the Company raised gross proceeds of $392 through the sale of 601,947 shares of its common stock. Net proceeds were $374 after the amortization of associated deferred offering costs.

Common Stock Issued for Cash Upon Closing of the Company’s Private Financing

On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000), exercisable at $1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,500 (or $1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing and subsequent exercise of prefunded warrants was $3,058.

The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $1.40 per share, became exercisable six months from the date of issuance and will expire five and a half years from the issuance date. During the six months ended June 30, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of June 30, 2025, there were no pre-funded shares remaining unexercised.

Common Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

During the three and six months ended June 30, 2025, in connection with the ELOC agreement with Helena, the Company sold 510,000 shares of its common stock to Helena for net proceeds of $210. The shares were issued to Helena during the six months ended June 30, 2025.

Adoption of the 2023 Equity Incentive Plan

In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of December 31, 2025, a total of 877,395 shares remained available for issuance under the 2023 Plan, respectively.

On May 7, 2026, the Company’s Board of Directors approved, and unanimously recommended the Company’s stockholder approve, (i) increasing the number of shares of common stock available for awards under the 2023 Plan by an additional 5,000,000 shares and (ii) adopting an evergreen provision by which the number of reserved shares of common stock available for issuance will automatically increase on January 1, 2027 and on each subsequent January 1 through and including January 1, 2033, in an amount equal to 5% of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or an amount as may be decided by the Board. On June 29, 2026, the Company’s shareholders approved adding these provisions to the 2023 Plan, which were added pursuant to Amendment No. 1 to the 2023 Plan. As of June 30, 2026, a total of 6,650,000 shares of the Company’s common stock were reserved for issuance under the 2023 Plan and a total of 5,877,395 shares remained available for issuance under the 2023 Plan.

Grant of Restricted Stock Units (RSUs)

The following table summarizes restricted common stock activity during the six months ended June 30, 2026:

	Number of Restricted Shares		Fair Value			Weighted Average Grant Date Fair Value
Unvested, December 31, 2025		772,605		813			1.05
Granted		—		—			—
Vested		—		(518	)		—
Forfeited		—		—			—
Unvested, June 30, 2026		772,605	$	295		$	1.05

During the six months ended June 30, 2026 and 2025, the Company recorded $518 and $153, respectively, of stock compensation-related expense for the fair value vesting of restricted common stock. As of June 30, 2026, $295 of unamortized compensation remained.

Stock Warrants

The table below summarizes the Company’s warrant activities for the six months ended June 30, 2026:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrant Shares

Exercise Price Range Per Share

Weighted Average Exercise Price